Cover
Cover | 9 Months Ended |
Sep. 30, 2020 | |
Cover [Abstract] | |
Document Type | S-1/A |
Amendment Flag | true |
AmendmentDescription | Amendment No. 1 to FORM S-1 |
Entity Registrant Name | COMPASS THERAPEUTICS, INC. |
Entity Central Index Key | 0001738021 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | |||
Cash and cash equivalents | $ 55,518 | $ 25,303 | $ 57,511 |
Prepaid expenses and other current assets | 2,314 | 935 | 1,370 |
Total current assets | 57,832 | 26,238 | 58,881 |
Property and equipment, net | 2,418 | 3,751 | 5,367 |
Restricted cash | 263 | 263 | 262 |
Other assets | 177 | 129 | 115 |
Total assets | 60,690 | 30,381 | 64,625 |
Current liabilities: | |||
Current portion of long-term debt | 7,461 | 5,576 | 3,688 |
Accounts payable | 854 | 629 | 1,730 |
Accrued expenses | 1,358 | 3,122 | 2,657 |
Derivative liability related to loan | 494 | 390 | |
Total current liabilities | 9,673 | 9,821 | 8,465 |
Long-term debt, including accretion, net of current portion | 3,730 | 9,293 | 11,064 |
Total liabilities | 13,403 | 19,114 | 19,529 |
Commitments and contingencies | |||
Convertible preferred stock-207,164,404 authorized, issued, and outstanding as of December 31, 2019. No shares authorized, issued, and outstanding as of September 30, 2020. | 129,870 | 129,870 | |
Stockholders' equity (deficit): | |||
Preferred stock, $0.0001 par value: 10,000,000 and 0 shares authorized; no shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively | |||
Common stock | 5 | 1 | |
Additional paid-in-capital | 190,299 | 3,304 | |
Accumulated deficit | (143,017) | (121,908) | (87,164) |
Total stockholders' equity (deficit) | 47,287 | (118,603) | (84,774) |
Total liabilities and stockholders' equity (deficit) | $ 60,690 | 30,381 | 64,625 |
Class A Common Units | |||
Stockholders' equity (deficit): | |||
Common stock | 2,585 | 1,670 | |
Class C Common Units | |||
Stockholders' equity (deficit): | |||
Common stock | $ 720 | $ 720 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Convertible preferred stock, shares authorized | 0 | 207,164,404 | 207,164,404 |
Convertible preferred stock, shares issued | 0 | 207,164,404 | 207,164,404 |
Convertible preferred stock, shares outstanding | 0 | 207,164,404 | 207,164,404 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Convertible preferred stock, aggregate liquidation preference | $ 132,039,394 | $ 132,039,394 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 300,000,000 | 300,000,000 | |
Common stock, shares issued | 52,120,062 | 9,073,002 | |
Common stock, shares outstanding | 51,024,270 | 7,034,047 | |
Class A Common Units | |||
Common stock, shares authorized | 305,346,089 | 305,346,089 | |
Common stock, shares issued | 75,632,932 | 75,632,932 | |
Common stock, shares outstanding | 66,578,491 | 66,578,491 | |
Class C Common Units | |||
Common stock, shares authorized | 4,509,750 | 4,509,750 | |
Common stock, shares issued | 4,509,750 | 4,509,750 | |
Common stock, shares outstanding | 4,509,750 | 4,509,750 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating expenses: | ||||||
Research and development | $ 3,670 | $ 5,979 | $ 10,498 | $ 19,146 | $ 22,449 | $ 27,095 |
General and administrative | 5,291 | 2,404 | 9,364 | 8,504 | 11,603 | 11,217 |
Total operating expenses | 8,961 | 8,383 | 19,862 | 27,650 | 34,052 | 38,312 |
Loss from operations | (8,961) | (8,383) | (19,862) | (27,650) | (34,052) | (38,312) |
Other income (expense): | ||||||
Interest income | 22 | 176 | 70 | 647 | 743 | 663 |
Interest expense | (212) | (312) | (730) | (944) | (1,228) | (767) |
Change in fair value of call right liability | 313 | |||||
Change in fair value of derivative liability | (7) | (556) | (96) | (104) | (67) | |
Realized foreign exchange loss | 1 | 1 | (8) | (12) | (13) | |
Total other expense | (189) | (143) | (1,215) | (401) | (601) | 129 |
Loss before income tax expense | (9,150) | (8,526) | (21,077) | (28,051) | (34,653) | (38,183) |
Income tax expense | (26) | (32) | (81) | (91) | (103) | |
Net loss | $ (9,150) | $ (8,552) | $ (21,109) | $ (28,132) | $ (34,744) | $ (38,286) |
Net loss per share - basic and diluted | $ (0.18) | $ (1.27) | $ (0.88) | $ (4.26) | ||
Basic and diluted weighted average shares outstanding | 50,939,657 | 6,752,143 | 23,968,408 | 6,601,951 |
Consolidated Statements of Pref
Consolidated Statements of Preferred Units and Members Deficit - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Balance | $ 53,250 | $ (124,758) | $ (118,603) | $ (103,914) | $ (95,290) | $ (84,774) | $ (118,603) | $ (84,774) | $ (84,774) | $ (47,864) |
Adjustment to issuance costs related to June 2020 private placement | 651 | |||||||||
Conversion of Compass Therapeutics LLC preferred shares into common shares upon consummation of the reverse merger | 129,870 | |||||||||
Common shares issued in private placement, net of issuance costs of $6,902 | 53,581 | 720 | ||||||||
Payment to non-participating Compass Therapeutics LLC members upon consummation of Merger | (69) | |||||||||
Issuance of profit interests and related unit compensation expense | 915 | 656 | ||||||||
Forteiture of common units | 0 | 0 | ||||||||
Share-based compensation expense | 2,536 | 183 | 247 | 249 | 185 | 255 | ||||
Net loss | (9,150) | (5,557) | (6,402) | (8,552) | (8,809) | (10,771) | (21,109) | (28,132) | (34,744) | (38,286) |
Balance | $ 47,287 | 53,250 | (124,758) | (112,217) | (103,914) | (95,290) | 47,287 | (112,217) | (118,603) | (84,774) |
Temporary equity, Beginning Balance | $ 129,870 | $ 129,870 | $ 129,870 | $ 129,870 | $ 129,870 | |||||
Temporary equity, Beginning Balance, Shares | 207,164,404 | 207,164,404 | 207,164,404 | 207,164,404 | 207,164,404 | |||||
Additional issuance costs in connection with the prior issuance of Series A4B preferred units | (6,902) | |||||||||
Temporary equity, Ending Balance | $ 129,870 | $ 129,870 | ||||||||
Temporary equity, Ending Balance, Shares | 0 | 0 | 207,164,404 | 207,164,404 | ||||||
Common Stock | ||||||||||
Balance | $ 5 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | |
Common shares issued to former shareholders of Olivia Ventures Inc. | 1,000,000,000 | |||||||||
Balance (in shares) | 50,896,833 | 7,122,127 | 7,034,047 | 6,683,576 | 6,578,449 | 6,355,377 | 7,034,047 | 6,355,377 | 6,355,377 | |
Conversion of Compass Therapeutics LLC preferred shares into common shares upon consummation of the reverse merger | $ 3 | |||||||||
Conversion of Compass Therapeutics LLC preferred shares into common shares upon consummation of the reverse merger, Shares | 30,629,606 | 30,629,606 | ||||||||
Common shares issued in private placement, net of issuance costs of $6,902 | $ 1 | |||||||||
Common shares issued in private placement, net of issuance costs of $6,902, Shares | 12,096,442 | |||||||||
Payment to non-participating Compass Therapeutics LLC members upon consummation of Merger, Shares | (13,640) | |||||||||
Vesting of share-based awards | 127,437,000 | 62,298 | 88,080 | 228,407 | 105,127 | 223,072 | ||||
Balance | $ 5 | $ 5 | $ 1 | $ 1 | $ 1 | $ 1 | $ 5 | $ 1 | $ 1 | $ 1 |
Balance (in shares) | 51,024,270,000 | 50,896,833 | 7,122,127 | 6,911,983 | 6,683,576 | 6,578,449 | 51,024,270,000 | 6,911,983 | 7,034,047 | 6,355,377 |
Additional Paid-in Capital [Member] | ||||||||||
Balance | $ 187,112 | $ 3,551 | $ 3,304 | $ 2,829 | $ 2,644 | $ 2,389 | $ 3,304 | $ 2,389 | $ 2,389 | |
Adjustment to issuance costs related to June 2020 private placement | 651 | |||||||||
Conversion of Compass Therapeutics LLC preferred shares into common shares upon consummation of the reverse merger | 129,867 | |||||||||
Common shares issued in private placement, net of issuance costs of $6,902 | 53,580 | |||||||||
Payment to non-participating Compass Therapeutics LLC members upon consummation of Merger | (69) | |||||||||
Share-based compensation expense | 2,536 | 183 | 247 | 249 | 185 | 255 | ||||
Balance | 190,299 | 187,112 | 3,551 | 3,078 | 2,829 | 2,644 | 190,299 | 3,078 | 3,304 | $ 2,389 |
Retained Earnings [Member] | ||||||||||
Balance | (133,867) | (128,310) | (121,908) | (106,744) | (97,935) | (87,164) | (121,908) | (87,164) | (87,164) | (48,878) |
Forteiture of common units | 0 | 0 | ||||||||
Net loss | (9,150) | (5,557) | (6,402) | (8,552) | (8,809) | (10,771) | (34,744) | (38,286) | ||
Balance | (143,017) | (133,867) | (128,310) | (115,296) | (106,744) | (97,935) | (143,017) | (115,296) | (121,908) | (87,164) |
Convertible Preferred Stock | ||||||||||
Temporary equity, Conversion of Compass Therapeutics LLC preferred shares into common shares upon consummation of the reverse merger | $ (129,870) | |||||||||
Temporary equity, Conversion of Compass Therapeutics LLC preferred shares into common shares upon consummation of the reverse merger, Shares | (207,164,404) | |||||||||
Temporary equity, Beginning Balance | $ 0 | $ 129,870 | $ 129,870 | $ 129,870 | $ 129,870 | $ 129,870 | $ 129,870 | $ 129,870 | $ 129,870 | |
Temporary equity, Beginning Balance, Shares | 0 | 207,164,404 | 207,164,404 | 207,164,404 | 207,164,404 | 207,164,404 | 207,164,404 | 207,164,404 | 207,164,404 | |
Temporary equity, Ending Balance | $ 0 | $ 129,870 | $ 129,870 | $ 129,870 | $ 129,870 | $ 129,870 | $ 129,870 | $ 129,870 | ||
Temporary equity, Ending Balance, Shares | 0 | 0 | 207,164,404 | 207,164,404 | 207,164,404 | 207,164,404 | 0 | 207,164,404 | 207,164,404 | 207,164,404 |
Convertible Preferred Stock Series A One Two Three Four Fourb and Five[Member] | ||||||||||
Temporary equity, Beginning Balance | $ 129,870 | $ 129,870 | $ 129,870 | $ 129,870 | $ 129,870 | $ 81,513 | ||||
Temporary equity, Beginning Balance, Shares | 207,164,404 | 207,164,404 | 207,164,404 | 207,164,404 | 207,164,404 | 162,424,715 | ||||
Additional issuance costs in connection with the prior issuance of Series A4B preferred units | $ (7) | |||||||||
Issuance of Series A-5preferred units,Value | $ 49,084 | |||||||||
Issuance of Series A-5 preferred units, Shares | 44,739,689 | |||||||||
Issuance of Class C common units associated with Series A-5 preferred units | $ (720) | |||||||||
Issuance of Class C common units associated with Series A-5 preferred units, Shares | 0 | |||||||||
Temporary equity, Ending Balance | $ 129,870 | $ 129,870 | ||||||||
Temporary equity, Ending Balance, Shares | 207,164,404 | 207,164,404 | ||||||||
Class A Common Units | Common Stock | ||||||||||
Balance | $ 2,585 | $ 1,670 | $ 2,585 | $ 1,670 | $ 1,670 | $ 181 | ||||
Balance (in shares) | 75,632,932 | 66,578,491 | 75,632,932 | 66,578,491 | 66,578,491 | 5,078,488 | ||||
Redesignation of Class B common units | $ 833 | |||||||||
Redesignation of Class B common units, Shares | 46,542,838 | |||||||||
Issuance of profit interests and related unit compensation expense | $ 915 | $ 656 | ||||||||
Issuance of profit interests and related unit compensation expense, Shares | 19,643,100 | 16,143,382 | ||||||||
Forteiture of common units | $ 0 | $ 0 | ||||||||
Forteiture of common units | (10,588,659) | (1,186,217) | ||||||||
Balance | $ 2,585 | $ 1,670 | ||||||||
Balance (in shares) | 75,632,932 | 66,578,491 | ||||||||
Common Class B [Member] | Common Stock | ||||||||||
Balance | $ 833 | |||||||||
Balance (in shares) | 46,542,838 | |||||||||
Redesignation of Class B common units | $ (833) | |||||||||
Redesignation of Class B common units, Shares | (46,542,838) | |||||||||
Forteiture of common units | $ 0 | $ 0 | ||||||||
Class C Common Units | Common Stock | ||||||||||
Balance | $ 720 | $ 720 | $ 720 | $ 720 | $ 720 | |||||
Balance (in shares) | 4,509,750 | 4,509,750 | 4,509,750 | 4,509,750 | 4,509,750 | |||||
Common shares issued in private placement, net of issuance costs of $6,902 | $ 720 | |||||||||
Common shares issued in private placement, net of issuance costs of $6,902, Shares | 4,509,750 | |||||||||
Forteiture of common units | $ 0 | $ 0 | ||||||||
Balance | $ 720 | $ 720 | ||||||||
Balance (in shares) | 4,509,750 | 4,509,750 |
Consolidated Statements of Pr_2
Consolidated Statements of Preferred Units and Members Deficit (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Convertible Preferred Stock Series A One Two Three Four Fourb and Five[Member] | |
Issuanace cost | $ 129,241 |
Stock issuance costs | $ 7 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||||
Net loss | $ (21,109) | $ (28,132) | $ (34,744) | $ (38,286) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 1,335 | 1,599 | 2,120 | 1,921 |
Loss on disposal of equipment | 8 | 5 | 5 | (15) |
Non-cash interest expense | 72 | 93 | 116 | 121 |
Share-based compensation | 2,966 | 689 | 915 | 656 |
Change in fair value of derivative liability | 556 | 96 | 104 | 67 |
Change in fair value of call right liability | (313) | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses and other current assets | (1,379) | 228 | 435 | 112 |
Other long term assets | 25 | (26) | (56) | 69 |
Accounts payable | 194 | (1,103) | (1,101) | 992 |
Accrued expenses | (1,848) | 401 | 509 | 999 |
Deferred rent | (44) | (2) | ||
Settlement of derivative liability | (1,050) | |||
Net cash provided by (used in) operating activities | (20,230) | (26,150) | (31,741) | (33,679) |
Cash flows from investing activities: | ||||
Purchases of property and equipment | (23) | (281) | (466) | (2,020) |
Proceeds from sale of equipment | 55 | |||
Net cash provided by (used in) investing activities | 32 | (281) | (466) | (2,020) |
Cash flows from financing activities: | ||||
Additional issuance costs from prior issuance of Series A4B preferred units | (7) | |||
Proceeds from issuance of common units | 60,482 | |||
Proceeds from issuance of Series A-5 preferred units | 49,213 | |||
Issuance costs from issuance of common units | (6,319) | |||
Issuance costs from Series A-5 preferred units | (129) | |||
Repayment of borrowings under loan | (3,750) | |||
Proceeds from borrowings under loan | 15,000 | |||
Fees related to borrowings under loan | (46) | |||
Net cash provided by financing activities | 50,413 | 64,031 | ||
Net change in cash, cash equivalents and restricted cash | 30,215 | (26,431) | (32,207) | 28,332 |
Cash, cash equivalents and restricted cash at beginning of period | 25,566 | 57,773 | 57,773 | 29,441 |
Cash, cash equivalents and restricted cash at end of period | 55,781 | 31,342 | 25,566 | 57,773 |
Supplemental disclosure of cash flow information | ||||
Cash paid for interest | 686 | $ 851 | 1,115 | 556 |
Supplemental disclosure of financing activities | ||||
Conversion of preferred units | 129,870 | |||
Deferred offering costs included in accrued expenses | (116) | $ 3 | 105 | |
Issuance of Class C common units associated with Series A-5 preferred units | $ 60,482 | |||
Class C Common Units | ||||
Cash flows from financing activities: | ||||
Proceeds from issuance of common units | 720 | |||
Supplemental disclosure of financing activities | ||||
Issuance of Class C common units associated with Series A-5 preferred units | $ 720 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Nature of Business and Basis of Presentation | 1. Nature of Business and Basis of Presentation Compass Therapeutics, Inc. (“Compass” or the “Company”) is a clinical-stage biopharmaceutical company developing proprietary antibody therapeutics intended to engage the immune system to treat both solid tumors and hematological malignancies. The Company’s immuno-oncology product candidates include a clinical-stage monoclonal antibody and a portfolio of bispecific antibodies. The Company was incorporated as Olivia Ventures, Inc. (“Olivia”) in the State of Delaware on March 20, 2018. Prior to the Merger (as defined below), Olivia was a “shell company” (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended). On June 17, 2020, the Company’s Board of Directors and the Company’s pre-Merger (defined below) stockholders approved an amended and restated certificate of incorporation, which, among other things, increased authorized capital stock from 50,000,000 shares of common stock par value $0.0001 and 5,000,000 shares of preferred stock, par value $0.0001 per share, to 300,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share. On June 17, 2020, the Company completed a merger (the “Merger”) of a wholly-owned subsidiary Compass Therapeutics LLC (“Compass LLC”) pursuant to an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), by and among the Company, Olivia Ventures, Inc., Acquisition Sub, Compass Therapeutics, Blockers, Blockers Merger Subs and Blocker Holders and, as a result of, Compass LLC became a wholly-owned subsidiary of the Company. At the effective time of the Merger and the applicable effective time of each Blocker Merger, collectively, the Effective Time, an aggregate of 31,627,139 shares of its common stock were issued to holders of common membership interests of Compass LLC (including common membership interests issued upon the conversion of preferred membership interests) and 7,428,217 shares of its common stock were issued to the holders of equity interests of the Blockers. The issuances of shares of the Company’s common stock to the security holders of Compass LLC and the Blockers are collectively referred to as the Share Conversion. In addition, 2,930,836 shares of the Company’s common stock were reserved for issuance under its 2020 Stock Option and Incentive Plan. Immediately prior to the Effective Time, an aggregate of 4,000,000 of the 5,000,000 shares of the Company’s common stock held by pre-Merger stockholders of Olivia Ventures, Inc. were forfeited and surrendered for cancellation, or the Stock Forfeiture. No fractional shares of the Company’s common stock were issued in connection with the Merger, and holders of Compass LLC Units received cash in lieu thereof. The Merger and the Blocker Mergers were treated as a recapitalization and reverse acquisition for financial reporting purposes. Compass Therapeutics is considered the acquirer for accounting purposes, and the Company’s historical financial statements before the Merger have been replaced with the historical financial statements of Compass Therapeutics in this and future filings with the SEC. As a result, the vested and outstanding common units held by Compass LLC members have been presented as outstanding shares of the Company’s common stock for all periods presented. All outstanding preferred units of Compass LLC are presented as convertible preferred stock for all periods and until such units were converted into shares of the Company’s common stock at the time of the Merger. On June 19, 2020, the Company completed a private placement and sold 12,096,442 shares of its common stock at a purchase price of $5.00 per share and received net proceeds of $54.2 million. The Company is subject to risks and uncertainties common to companies in the biotechnology and pharmaceutical industries. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s technology will be obtained, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. The Company operates in an environment of rapid change in technology and substantial competition from pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees and consultants. | 1. Nature of Business Compass Therapeutics LLC, a limited liability company, was formed under the laws of the State of Delaware in January 2014. Compass Therapeutics LLC has a wholly owned subsidiary, Compass Therapeutics Advisors Inc., formed in February 2015. Compass Therapeutics LLC and its wholly-owned subsidiary (the “Company”) are headquartered in Massachusetts. The Company is a fully integrated drug discovery and development company focused on comprehensively drugging the immune system with combinations of human monoclonal antibodies, multiclonals and engineered protein constructs. The Company is subject to risks and uncertainties common to companies in the biotechnology and pharmaceutical industries. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s technology will be obtained, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. The Company operates in an environment of rapid change in technology and substantial competition from pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees and consultants. |
Liquidity, Uncertainties and Go
Liquidity, Uncertainties and Going Concern | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Liquidity Uncertainties And Going Concern [Abstract] | ||
Liquidity, Uncertainties and Going Concern | 2. Liquidity, Uncertainties and Going Concern The Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued. Since its inception, the Company has funded its operations primarily with proceeds from the sale of its equity securities and borrowings under loan agreements. The Company has incurred recurring losses since its inception and had an accumulated deficit of $143.0 million at September 30, 2020. The Company expects to continue to generate operating losses for the foreseeable future. The Company expects that its cash and cash equivalents will be sufficient to fund its operating expenses and capital expenditure requirements into the first quarter of 2022. The future viability of the Company beyond that point is dependent on its ability to raise additional capital to finance its operations. In December 2019, a novel strain of coronavirus (“COVID-19”) was reported to have surfaced in Wuhan, China. As of May 2020, COVID-19 has spread to Europe, the United States and many other countries, and has been declared a pandemic by the World Health Organization. In an effort to contain the spread of COVID-19, the United States, Europe and Asia have implemented severe travel restrictions, social distancing requirements, stay-at-home or shelter-in-place orders and have delayed the commencement of non-COVID-19-related clinical trials, among other restrictions. As a result, the COVID-19 pandemic has presented a substantial public health and economic challenge around the world and is affecting the Company’s employees, communities and business operations, as well as contributing to significant volatility and negative pressure on the U.S. economy and in financial markets. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition will depend on future developments that are highly uncertain and cannot be accurately predicted, including new information that may emerge concerning COVID-19, the actions taken to contain it or mitigate its impact, and the economic impact on local, regional, national and international markets. Due to the evolving and uncertain global impacts of the COVID-19 pandemic, the Company cannot precisely determine or quantify the impact this pandemic will have on its business operations for the remainder of fiscal 2020. The extent to which COVID-19 may impact the Company’s results of operations will depend on a variety of factors and future developments, which are highly uncertain and cannot be predicted with confidence, including the ultimate geographic spread of the disease, the duration, scope and severity of the pandemic, the duration and extent of travel restrictions and social distancing in the U.S. and other countries, business closures or business disruptions and the effectiveness of actions taken in the U.S. and other countries to contain and treat COVID-19. For ongoing and planned clinical trials, the Company has experienced some temporary delays or disruptions due to the COVID-19 pandemic, including limited or reduced patient access to trial investigators, hospitals and trial sites, delayed initiation of new clinical trial sites and limited on-site personnel support at various trial sites, which could adversely impact the Company’s development plans, including the initiation of planned clinical trials and its ability to conduct ongoing clinical trials. There may also be local orders affecting one or more trial sites, which may trigger mandated changes to the Company’s clinical trial protocols or temporary suspensions in the affected trial sites. In addition, quarantines, stay-at-home, executive and similar government orders, or the perception that such orders, shutdowns or other restrictions on the conduct of business operations have occurred and could continue to occur or be expanded in scope or duration, which could adversely impact ongoing and planned clinical trials, employees and business operations, personnel at third-party suppliers and other vendors in the U.S. and other countries, the availability, cost or supply of materials, which may cause delays or disruptions to development plans for the Company’s product candidates, and sales and marketing activities for any product candidates for which the Company may receive marketing approval in the U.S. or other geographies in the future. | 2. Liquidity, Uncertainties and Going Concern In accordance with Accounting Standards Update (“ASU”) No. 2014-15 , Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40) Since its inception, the Company has funded its operations primarily with proceeds from the sale of preferred units and borrowings under loan agreements. The Company has incurred recurring losses since its inception, including net losses of $34.7 million and $38.3 million for the years ended December 31, 2019 and 2018, respectively. In addition, as of December 31, 2019, the Company had an accumulated deficit of $121.9 million. The Company expects to continue to generate operating losses for the foreseeable future. As of the issuance date of the annual consolidated financial statements for the year ended December 31, 2019, the Company expected that its cash and cash equivalents after taking into consideration private offering that was completed in June 2020 (See Note 16) would be sufficient to fund its operating expenses and capital expenditure requirements into Q4 2021. The future viability of the Company beyond that point is dependent on its ability to raise additional capital to finance its operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements are presented in U.S. dollars and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the financial statements) considered necessary to present fairly the Company’s financial position as of September 30, 2020 and its results of operations and changes in convertible preferred stock and stockholders’ equity (deficit) for the three and nine months ended September 30, 2020 and 2019 and cash flows for the nine months ended September 30, 2020 and 2019. Operating results for the nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. The condensed consolidated balance sheet at December 31, 2019 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of Compass Therapeutics LLC and related footnotes for the year ended December 31, 2019, included as Exhibit 99.1 in the Company’s Form 8-K filed with the SEC on June 23, 2020. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of Compass Therapeutics, Inc., and its wholly-owned subsidiaries Compass Therapeutics LLC and Compass Therapeutics Advisors Inc. All intercompany accounts and transactions have been eliminated in consolidation. 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 at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, the accrual of research and development expenses, the valuation of the embedded derivative, the valuation of common stock and estimates associated with stock-based awards. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Actual results could differ from those estimates. Changes in estimates are recorded in the period that they become known. Segment Information Operating segments are defined as components of an enterprise for which separate and discrete information is available for evaluation by the chief operating decision-maker in deciding how to allocate resources and assess performance. The Company has one operating segment. The Company’s chief operating decision-maker, its chief executive officer, manages the Company’s operations on a consolidated basis for the purpose of allocating resources. All of the Company’s long-lived assets are held in the United States. Cash and Cash Equivalents The Company considers all highly liquid investments that are readily convertible into cash with original maturities of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents include cash held in banks and amounts held in money market funds. Cash equivalents are stated at cost, which approximates market value. Cash equivalents consisted of money market funds of $52.2 million and $22.8 million at September 30, 2020 and December 31, 2019, respectively. Concentrations of Credit Risk and Off-Balance Sheet Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents and restricted cash. The Company maintains its cash, cash equivalents and restricted cash with financial institutions that management believes to be of high-credit quality. The Company has not experienced any losses related to its cash, cash equivalents and restricted cash. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are recorded using the straight-line method over the estimated useful lives of the related assets as follows: Asset Classification Estimated Useful Life Equipment 5 years Furniture and fixtures 7 years Software 5 years Leasehold improvements Lesser of estimated useful life or lease term Estimated useful lives are periodically assessed to determine if changes are appropriate. Maintenance and repairs are charged to expense as incurred. When assets are retired or otherwise disposed of, the cost of these assets and related accumulated depreciation or amortization are eliminated from the condensed consolidated balance sheet and any resulting gains or losses are included in the condensed consolidated statement of operations in the period of disposal. Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated once placed into service. Assets held under capital leases are stated at the lesser of the present value of future minimum lease payments or the fair value of the leased asset at the inception of the lease. Amortization of assets held under capital leases is computed using the straight-line method over the shorter of the estimated useful life of the asset or the period of the related lease. Impairment of Long-Lived Assets Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized in the condensed consolidated statements of operations when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. The Company did not record any impairment losses on long-lived assets during the nine months ended September 30, 2020 and 2019. Fair Value Measurements Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets and liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. An entity may choose to measure many financial instruments and certain other items at fair value at specified election dates. Subsequent unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. The Company’s cash equivalents are carried at fair value according to the fair value hierarchy described above and were determined based on Level 1 measurements (see Note 4). The Company’s restricted cash is carried at fair value according to the fair value hierarchy described above and were determined based on Level 2 measurements (see Note 4). The carrying values of other current assets and accounts payable approximate their fair value due to the short-term Research and Development Costs Costs associated with internal research and development and external research and development services, including drug development and preclinical studies, are expensed as incurred. Research and development expenses include costs for salaries, employee benefits, subcontractors, facility-related expenses, depreciation and amortization, stock-based compensation, third-party license fees, laboratory supplies, and external costs of outside vendors engaged to conduct discovery, preclinical and clinical development activities and clinical trials as well as to manufacture clinical trial materials, and other costs. The Company recognizes external research and development costs based on an evaluation of the progress to completion of specific tasks using information provided to the Company by its service providers. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. Such prepaid expenses are recognized as an expense when the goods have been delivered or the related services have been performed, or when it is no longer expected that the goods will be delivered, or the services rendered. Costs associated with licenses of technology acquired as part of collaborative arrangements are expensed as incurred and are generally included in research and development expense in the condensed consolidated statements of operations if it is determined the license has no alternative future use. Accrued Research and Development Expenses The Company has entered into various research and development and other agreements with commercial firms, researchers, universities and others for provisions of goods and services. These agreements are generally cancelable, and the related costs are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research and development costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies or clinical trials, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ materially from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs. Stock-Based Compensation Prior to the Merger, Compass Therapeutics LLC issued Class A and Class C common units to various employees, directors and consultants. The units constituted “profits interests” for tax purposes and were accounted for as share-based payment arrangements. Upon consummation of the Merger, all outstanding vested units were converted into shares of common stock and all outstanding unvested units were converted into shares of restricted stock that continue to vest over the remaining term of the original award. Subsequent to the Merger, the Company has granted stock options to various employees, directors and consultants. The Company recognizes the grant-date stock-based straight-line Black-Scholes grant-date Net Loss per Share Basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during each period. Diluted loss per share includes the effect, if any, from the potential exercise or conversion of securities, such as convertible preferred stock, stock options, unvested restricted stock and common stock warrants that would result in the issuance of incremental shares of common stock. In computing the basic and diluted net loss per share, the weighted average number of shares remains the same for both calculations due to the fact that when a net loss exists, dilutive shares are not included in the calculation as the impact is anti-dilutive. The following potentially dilutive securities outstanding as of September 30, 2020 and 2019 have been excluded from the computation of diluted weighted average shares outstanding, as they would be anti-dilutive: September 30, 2020 2019 Convertible preferred stock — 30,629,606 Stock options 1,625,469 — Nonvested restricted stock 1,095,792 1,916,891 Common stock warrants — 3,114,145 Total 2,721,261 35,660,642 Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases right-of-use In August 2018, the FASB issued ASU No. 2018-13, Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurements In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction Between Topic 808 and Topic 606 In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes | 3. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Updates of the Financial Accounting Standards Board (“FASB”). Principles of Consolidation The accompanying consolidated financial statements include the accounts of Compass Therapeutics LLC and its wholly-owned subsidiary, Compass Therapeutics Advisors Inc. All intercompany accounts and transactions have been eliminated in consolidation. 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 at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, the accrual of research and development expenses, the valuation of the preferred equity call right liability, the valuation of the embedded derivative, the valuation of common units and estimates associated with unit-based awards. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Actual results could differ from those estimates. Changes in estimates are recorded in the period that they become known. Segment Information Operating segments are defined as components of an enterprise for which separate and discrete information is available for evaluation by the chief operating decision-maker in deciding how to allocate resources and assess performance. The Company has one operating segment. The Company’s chief operating decision maker, its chief executive officer, manages the Company’s operations on a consolidated basis for the purpose of allocating resources. All of the Company’s long-lived assets are held in the United States. Cash and Cash Equivalents The Company considers all highly liquid investments that are readily convertible into cash with original maturities of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents include cash held in banks and amounts held in money market funds. Cash equivalents are stated at cost, which approximates market value. Cash equivalents consisted of money market funds of $22.8 million and $55.3 million at December 31, 2019 and 2018, respectively. Restricted Cash As of December 31, 2019 and 2018, the Company was required to maintain a separate cash balance of $0.2 million to collateralize corporate credit cards with a bank, which was classified as restricted cash on the consolidated balance sheets as a non-current In connection with the Company’s lease agreement entered into July 2016 (see Note 11), the Company is required to maintain a letter of credit of $0.1 million for the benefit of the landlord. As of December 31, 2019, and 2018, the underlying cash balance securing this letter of credit was classified as restricted cash on the consolidated balance sheets as a non-current Concentrations of Credit Risk and Off-Balance Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents and restricted cash. The Company maintains its cash, cash equivalents, and restricted cash with financial institutions that management believes to be of high-credit quality. The Company generally maintains balances in various operating accounts at financial institutions that management believes to be of high-credit quality, in amounts that may exceed federally insured limits. The Company has not experienced any losses related to its cash, cash equivalents and restricted cash. As of December 31, 2019 and 2018, the Company had no off-balance Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are recorded using the straight-line method over the estimated useful lives of the related assets as follows: Estimated Useful Life Asset classification Equipment 5 years Furniture and fixtures 7 years Software 5 years Leasehold improvements Lesser of estimated useful life or lease term Estimated useful lives are periodically assessed to determine if changes are appropriate. Maintenance and repairs are expensed as incurred. When assets are retired or otherwise disposed of, the cost of these assets and related accumulated depreciation or amortization are eliminated from the consolidated balance sheet and any resulting gains or losses are included in the consolidated statement of operations in the period of disposal. Costs for capital assets not yet placed into service are capitalized as construction-in-progress Impairment of Long-Lived Assets Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized in loss from operations when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. The Company did not record any impairment losses on long-lived assets during the years ended December 31, 2019 or 2018. Fair Value Measurements Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets and liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. An entity may choose to measure many financial instruments and certain other items at fair value at specified election dates. Subsequent unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings. The Company’s cash equivalents are carried at fair value according to the fair value hierarchy described above and were determined based on Level 1 measurements (see Note 4). The Company’s restricted cash is carried at fair value according to the fair value hierarchy described above and were determined based on Level 2 measurements (see Note 4). The carrying values of other current assets and accounts payable approximate their fair value due to the short-term nature of these assets and liabilities. The carrying values of the Company’s loan approximated its fair value as of December 31, 2019 and March 31, 2020 due to its variable interest rate. The fair value of the loan related embedded derivative (see Note 4) was determined based on Level 3 measurements. Deferred Offering Costs The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process in-process Research and Development Costs Costs associated with internal research and development and external research and development services, including drug development and preclinical studies, are expensed as incurred. Research and development expenses include costs for salaries, employee benefits, subcontractors, facility-related expenses, depreciation and amortization, unit-based compensation, third-party license fees, laboratory supplies, and external costs of outside vendors engaged to conduct discovery, preclinical and clinical development activities and clinical trials as well as to manufacture clinical trial materials, and other costs. The Company recognizes external research and development costs based on an evaluation of the progress to completion of specific tasks using information provided to the Company by its service providers. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. Such prepaid expenses are recognized as an expense when the goods have been delivered or the related services have been performed, or when it is no longer expected that the goods will be delivered, or the services rendered. Costs associated with licenses of technology acquired as part of collaborative arrangements are expensed as incurred and are generally included in research and development expense in the consolidated statements of operations if it is determined the license has no alternative future use. Accrued Research and Development Expenses The Company has entered into various research and development and other agreements with commercial firms, researchers, universities and others for provisions of goods and services. These agreements are generally cancelable, and the related costs are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research and development costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies or clinical trials, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ materially from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs. Debt Issuance Costs Debt issuance costs consist of payments made to secure commitments under certain debt financing arrangements. These amounts are recognized as interest expense over the period of the financing arrangement using the effective interest method. If the financing arrangement is canceled or forfeited, or if the utility of the arrangement to the Company is otherwise compromised, these costs are recognized as interest expense immediately. The Company’s consolidated financial statements present debt issuance costs related to a recognized debt liability as a direct reduction from the carrying amount of that debt liability. Patent Costs All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expense in the consolidated statements of operations. Unit-Based Compensation The Company accounts for all unit-based awards granted to employees and non-employees The Company determines the fair value of the underlying profit interest units based on input from management and approved by the Board, which utilizes the Company’s enterprise value determined utilizing various methods including the back-solve method, the option-pricing method (“OPM”) or a hybrid of the probability-weighted expected return method (“PWERM”) and the OPM. The total enterprise value is then allocated to the various outstanding equity instruments, including the underlying profit interest, utilizing the option-pricing model. For employee and non-employee The fair value of each profits interest unit is estimated on the date of grant using the Black-Scholes option-pricing model, which requires inputs based on certain subjective assumptions, including the expected unit price volatility, the expected term of the unit, the risk-free interest rate for a period that approximates the expected term of the units and the Company’s expected dividend yield. The fair value of each restricted equity award is estimated on the date of grant based on the fair value of the Company’s common units on that same date. As there is no public market for its common units, the Company determines the volatility for awards granted based on an analysis of reported data for a group of guideline companies that issued options with substantially similar terms. The expected volatility has been determined using a weighted-average of the historical volatility measures of this group of guideline companies. The Company expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded unit price. The expected term of the Company’s units granted to employees has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The Company has elected to apply the nonpublic entity practical expedient for calculating the expected term of non-employee Income Taxes Compass Therapeutics LLC elected to be treated as a partnership for income tax reporting purposes and therefore, federal and Massachusetts and any other state income taxes are the responsibility of the individual members. As such, no federal or state income taxes related to the LLC are recorded in the consolidated financial statements. The Company’s wholly-owned subsidiary, Compass Therapeutics Advisors Inc., is organized as a C-corporation The Company follows the liability method of accounting for income taxes, as set forth in ASC 740, “Accounting for Income Taxes.” ASC 740-10, Accounting for Uncertainty in Income Taxes” 740-10”), 740-10, Net Loss per Unit The Company follows the two-class two-class two-class Basic net income (loss) per unit attributable to common unitholders is computed by dividing the net income (loss) attributable to common unitholders by the weighted average number of common units outstanding for the period. Diluted net income (loss) attributable to common unitholders is computed by adjusting net income (loss) attributable to common unitholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net income (loss) per unit attributable to common unitholders is computed by dividing the diluted net income (loss) attributable to common unitholders by the weighted average number of common units outstanding for the period, including potential dilutive common units. For purpose of this calculation, outstanding profit interest options, convertible preferred unit and warrants to purchase shares of convertible preferred units are considered potential dilutive common units. The Company’s convertible preferred unit contractually entitles the holders of such units to participate in dividends but does not contractually require the holders of such units to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss attributable to common unitholders, such losses are not allocated to such participating securities. In periods in which the Company reports a net loss attributable to common unitholders, diluted net loss per unit attributable to common unitholders is the same as basic net loss per unit attributable to common unitholders, since dilutive common units are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common unitholders for the years ended December 31, 2019 and 2018. Recently Adopted Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) 2014-09”), 2014-09 ASU 2014-09 In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting” 2016-09”). 2016-09 2016-09 In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting 2017-09”), 2017-09 In June 2018, the FASB issued ASU No. 2018-07, “Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting No. 2018-07”). 505-50, Non-Employees. 2018-07 In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230), Restricted Cash 2016-18”). 2016-09 beginning-of-period end-of-period 2016-18 Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases right-of-use In August 2018, the FASB issued ASU No. 2018-13, Changes to the Disclosure Requirements for Fair Value Measurements In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 2018-18”). 2018-18 In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes 2019-12”), 2019-12 2019-12 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | 4. Fair Value Measurements The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): Fair Value Measurements as of September 30, 2020 Using: Quoted Significant Significant (Level 3) Fair Value Assets Cash equivalents—money market funds $ 52,175 $ — $ — $ 52,175 Restricted cash — 263 — 263 Total assets $ 52,175 $ 263 $ — $ 52,438 Liabilities Derivative liability related to loan $ — $ — $ — $ — Total liabilities $ — $ — $ — $ — Fair Value Measurements as of December 31, 2019 Using: Quoted Significant Significant (Level 3) Fair Value Assets Cash equivalents—money market funds $ 22,784 $ — $ — $ 22,784 Restricted cash — 263 — 263 Total assets $ 22,784 $ 263 $ — $ 23,047 Liabilities Derivative liability related to loan $ — $ — $ 494 $ 494 Total liabilities $ — $ — $ 494 $ 494 Valuation of Derivative Liability The Company’s derivative liability was comprised of the contingent interest rate reset features and a contingent feature to pay a success fee upon the occurrence of certain liquidity events, each of which met the definition of a derivative instrument, which terms are included in the loan and security agreement (refer to Note 7). The Company classified these instruments as a liability on the condensed consolidated balance sheets because these features were not clearly and closely related to its host instrument and met the definition of a derivative. The derivative liability was initially recorded at fair value upon issuance of the loan and was being subsequently remeasured to fair value at each reporting date. Changes in the fair value of the derivative liability were recognized as a component of other income (expense), net in the condensed consolidated statements of operations. The success fee was paid in full following the closing of the Merger in June 2020. The fair value of the derivative liability recognized was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The fair value of the derivative liability was determined using the probability-weighted expected return method, which considered as inputs the type, timing and probability of occurrence of a change-of-control event, the future equity financing and cash settlement of the loans; the potential amount of the payment under each of these potential settlement scenarios; and the risk-adjusted discount rate reflecting the expected risk profile for each of the potential settlement scenarios. The following table provides a roll forward of the aggregate fair values of the Company’s derivative liability (in thousands): Derivative Liability Balance at December 31, 2019 $ 494 Change in fair value 556 Payment of success fee (1,050 ) Balance at September 30, 2020 $ — | 4. Fair Value Measurements The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): Fair Value Measurements as of December 31, 2019 Using: Quoted Prices Significant Significant Fair Value at Assets Cash equivalents—money market funds $ 22,784 $ — $ — $ 22,784 Restricted cash — 263 — 263 Total assets $ 22,784 $ 263 $ — $ 23,047 Liabilities Derivative liability related to loan $ — $ — $ 494 $ 494 Total liabilities $ — $ — $ 494 $ 494 Fair Value Measurements as of December 31, 2018 Using: Quoted Prices Significant Significant Fair Value at Assets Cash equivalents—money market funds $ 55,291 $ — $ — $ 55,291 Restricted cash — 262 — 262 Total assets $ 55,291 $ 262 $ — $ 55,553 Liabilities Long term call right liability $ — $ — $ 390 $ 390 Total liabilities $ — $ — $ 390 $ 390 Valuation of Call Right Liability As of December 31, 2017, the call right liability was comprised of the fair value of each investors’ right to purchase their allotted A-5 A-5 A-5”) A-5 A-4 The following table provides a rollforward of the cumulative fair values of the Company’s call right liability for which fair value is determined by Level 3 inputs (in thousands): Balances at December 31, 2017 $ 313 Decrease in fair value of call right liability at issuance of Series A-5 (313 ) Balances at December 31, 2018 $ — Valuation of Derivative Liability As of December 31, 2018, the Company’s derivative liability was comprised of the contingent interest rate reset features and a contingent feature to pay a success fee upon the occurrence of certain liquidity events in accordance with the loan and security agreement (refer to Note 7). The Company classified these instruments as a liability on its consolidated balance sheets because these features were not clearly and closely related to its host instrument and met the definition of a derivative. The derivative liability was initially recorded at fair value upon issuance of the loan and is being subsequently remeasured to fair value at each reporting date. Changes in the fair value of the derivative liability are recognized as a component of other income (expense), net in the consolidated statements of operations. The fair value of the derivative liability recognized in connection with the Company’s loan and security agreement entered into on March 30, 2018 (“2018 Loan Agreement”) (see Note 7) was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The fair value of the derivative liability was determined using the probability-weighted expected return method, which considered as inputs the type, timing and probability of occurrence of a change-of-control The following table provides a roll forward of the aggregate fair values of the Company’s derivative liability, for which fair value is determined using Level 3 inputs (in thousands): Balances at December 31, 2017 $ — Initial fair value of derivative liability in connection with loan 323 Change in fair value 67 Balances at December 31, 2018 390 Change in fair value 104 Balances at December 31, 2019 $ 494 |
Property and Equipment
Property and Equipment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment | 5. Property and Equipment Property and equipment consist of the following (in thousands): September 30, December 31, Equipment $ 7,040 $ 7,230 Furniture and fixtures 629 629 Leasehold improvements 896 896 Software 912 669 Assets not yet placed in service — 230 Total property and equipment–at cost 9,477 9,654 Less: Accumulated depreciation (7,059 ) (5,903 ) Property and equipment, net $ 2,418 $ 3,751 Total depreciation and amortization expense for three months ended September 30, 2020 and 2019, was $0.4 million and $0.5 million, respectively. Total depreciation and amortization expense for nine months ended September 30, 2020 and 2019, was $1.3 million and $1.6 million, respectively. | 5. Property and Equipment Property and equipment as of December 31, 2019 and 2018, consisted of the following (in thousands): 2019 2018 Equipment $ 7,230 $ 6,904 Furniture and fixtures 629 599 Leasehold Improvements 896 1,172 Software 669 581 Assets not yet placed in service 230 207 Total property and equipment–at cost 9,654 9,463 Less: Accumulated depreciation and amortization (5,903 ) (4,096 ) Property and equipment, net $ 3,751 $ 5,367 Total depreciation and amortization expense for the years ended December 31, 2019 and 2018, was $2.1 and $1.9, respectively. |
Accrued Expenses
Accrued Expenses | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Payables and Accruals [Abstract] | ||
Accrued Expenses | 6. Accrued Expenses Accrued expenses consist of the following (in thousands): September 30, December 31, Compensation and benefits $ 605 $ 1,759 Research and development expenses 26 249 Legal and professional fees 507 417 Sales taxes — 554 Other 220 143 Total accrued expenses $ 1,358 $ 3,122 | 6. Accrued Expenses Accrued expenses as of December 31, 2019 and 2019 consisted of the following (in thousands): 2019 2018 Accrued employee compensation and benefits $ 1,759 $ 1,196 Accrued external research and development expenses 249 401 Accrued legal fees 417 279 Accrued interest expense 87 91 Accrued federal and state taxes 1 44 Accrued sales taxes 554 475 Other accrued expenses 55 171 Total accrued expenses $ 3,122 $ 2,657 |
Loan Payable
Loan Payable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Loan Payable | 7. Loan Payable The aggregate principal amount of debt outstanding consisted of the following (in thousands): September 30, December 31, Current portion of debt $ 7,500 $ 5,625 Less: unamortized debt discount (39 ) (49 ) Current portion of debt, net of debt discount $ 7,461 $ 5,576 Long-term debt, net of current portion $ 3,750 $ 9,375 Less: unamortized debt discount (20 ) (82 ) Long-term debt, net of current portion $ 3,730 $ 9,293 The Company entered into, and subsequently amended, a term loan facility with Pacific Western Bank, Inc. (“PWB”), and received $15.0 million debt proceeds. The loans bear interest at the greater of (i) 6.25% and (ii) the prime rate plus an applicable margin of 2.0%. The interest rate was 6.25% at September 30, 2020. In an event of default, as defined in the agreement, the interest rate applicable to borrowings would be increased by 5.0%. The Company made interest-only payments through March 31, 2020. Beginning in April 2020, the Company is obligated to make equal monthly principal payments of $625,000 through March 31, 2022 when the notes mature. The loan agreement allows for prepayment of the outstanding principal at any time, subject to a prepayment charge that is dependent on the prepayment date. The debt agreement contained provisions whereby the Company was obligated to pay a success fee of $1.1 million upon the achievement of certain liquidity events. Upon consummation of the Merger, the Company success fee payment became due and was paid in its entirety in June 2020. The 2018 Credit Facility contains a negative pledge on the Company’s intellectual property and also contains customary indemnification obligations and customary events of default, including, among other things, (i) non-payment, (iii) non-performance The borrowings are collateralized by substantially all of the Company’s assets, excluding intellectual property, and contains affirmative and negative covenants including restrictions on the Company’s ability to incur additional indebtedness, pay dividends, encumber its property, or engage in certain fundamental business transactions, such as mergers or acquisitions of other businesses. The Company must maintain a minimum cash balance of $6.0 million beginning in April 2020. The Company was in compliance with its covenants as of September 30, 2020. The Company recognized interest expense of $0.2 million and $0.3 million during the three months ended September 30, 2020 and 2019 and $0.7 million and $0.9 million during the nine months ended September 30, 2020 and 2019, respectively. As of September 30, 2020, the aggregate minimum future principal payments due in connection with the 2018 Loan Agreement, as amended, are as follows (in thousands): Year Ending December 31, 2020 $ 1,875 2021 7,500 2022 1,875 $ 11,250 | 7. Loan Payable On March 30, 2018, the Company entered into the 2018 Loan Agreement with Pacific Western Bank, Inc. (“PWB”), which provides for a term loan of up to $15.0 million on the closing date, maturing and requiring full repayment of principal and interest by March 1, 2022 (“Maturity Date”). The Company borrowed the full $15.0 million available under the 2018 Loan Agreement in two separate tranches: $10.0 million upon execution of the 2018 Loan Agreement in March 2018 (“Tranche I”), and $5.0 million in September 2018 (“Tranche II”). Borrowings under the 2018 Loan Agreement bear interest at a rate per year equal to the greater of 6.25% and 2.00% plus the Wall Street Journal prime rate; provided, however, that in the event the Company achieves certain milestones, the interest rate applicable to the borrowings under the 2018 Loan Agreement would be the greater of 6.25% and 1.50% plus the Wall Street Journal prime rate. In an event of default, as defined in the 2018 Loan Agreement, the interest rate applicable to borrowings would be increased by 5.0%. The Company is required to make monthly payments of interest only, beginning on April 1, 2018 and continuing through March 30, 2019 (the “Interest Only End Date”), at which time the Company would begin making payments on the principal from April 1, 2019 through the Maturity Date. However, upon the achievement of certain milestones, the Interest Only End Date would be extended through September 30, 2019 or March 30, 2020, and the Maturity Date would be extended to September 1, 2022. The 2018 Loan Agreement allows for prepayment in full of the outstanding principal at any time, subject to a prepayment charge that is dependent on the prepayment date. Per the 2018 Loan Agreement, upon a Liquidity Event, defined below, the Company would pay a success fee of $0.8 million, or $1.1 million if both Tranche I and Tranche II were issued (“Success Fee”). A Liquidity Event is defined as (a) any sale, license, or other disposition of all or substantially all of the assets of the Company, (b) any reorganization, consolidation, merger or sale of the voting securities of the Company or any other transaction where the holders of a Company’s securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction, or (c) an initial public offering of a Company’s equity securities. Borrowings under the 2018 Loan Agreement are collateralized by substantially all of the Company’s personal property, excluding intellectual property. Under the 2018 Loan Agreement, the Company agreed to affirmative and negative covenants to which it would remain subject until maturity or repayment in full. The negative covenants included restrictions on the Company’s ability to incur additional indebtedness, pay dividends, encumber its property, or engage in certain fundamental business transactions, such as mergers or acquisitions of other businesses. The obligations under the 2018 Loan Agreement are subject to acceleration upon occurrence of specified events of default, including payment default, insolvency and a material adverse change in the Company’s business, operations or financial or other condition. On September 26, 2018, the Company entered into the First Amendment to the 2018 Loan Agreement (the “First Amendment”) which amended the primary depository covenant by waiving violations on maintaining excess cash and decreasing the primary depository covenant. The First Amendment also amended the Success Fee due upon the occurrence of a Liquidity Event, from $0.8 million with a contingent $0.3 million upon the advance of the Tranche II, to the full $1.1 million upon the occurrence of a Liquidity Event. In March 2019, the Company entered into the Second Amendment to the 2018 Loan Agreement (the “Second Amendment”), which extended the second milestone date from March 31, 2019 to April 30, 2019. The first milestone was achieved in February 2018 which extended the interest only period through September 30, 2019. In October 2019, the Company entered into the Third Amendment to the 2018 Loan Agreement (the “Third Amendment”), which extended the Interest Only End Date to March 31, 2020. The amendment also added an additional covenant requiring the Company to maintain a minimum cash balance of $6.0 million at PWB commencing April 2, 2020 if additional finance proceeds of $40.0 million are not raised prior to April 2, 2020. Each of the three amendments to the 2018 Loan Agreement were analyzed and determined to be debt modifications and not extinguishments. The aggregate principal amount of debt outstanding as of December 31, 2019 and 2018 was $15.0 million, including Tranche I and Tranche II amounts. Current and non-current December 31, Current liabilities: Term loan under the 2018 Loan Agreement $ 3,750 Unamortized debt discount (62 ) Loans payable, net of discount 3,688 Non-current Term loan under 2018 Loan Agreement 11,250 Unamortized debt discount (186 ) Loans payable, net of discount and current portion 11,064 Total loans payable, net of discount $ 14,752 December 31, Current liabilities: Term loan under the 2018 Loan Agreement $ 5,625 Unamortized debt discount (49 ) Loans payable, net of discount 5,576 Non-current Term loan under 2018 Loan Agreement 9,375 Unamortized debt discount (82 ) Loans payable, net of discount and current portion 9,293 Total loans payable, net of discount $ 14,869 The Company recognized interest expense under the 2018 Loan Agreement, as amended, of $1.2 million and $0.8 million during the years ended December 31, 2019 and 2018, respectively, including interest expense related to the amortization of the debt discount of $0.1 million and $0.1 million, respectively. As of December 31, 2019 and 2018, the unamortized debt discount was $0.1 million and $0.2 million, respectively. As of December 31, 2019, the aggregate minimum future principal payments due in connection with the 2018 Loan Agreement, as amended, are summarized as follows (in thousands): Year Ending December 31, 2020 2020 $ 5,625 2021 7,500 2022 1,875 $ 15,000 |
Convertible Preferred Stock and
Convertible Preferred Stock and Stockholders' Equity (Deficit) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Convertible Preferred Stock and Stockholders' Equity (Deficit) | 8. Convertible Preferred Stock and Stockholders’ Equity (Deficit) Convertible Preferred Stock In connection with the Merger, as discussed in Note 1, the Company issued 30,629,606 shares of its common stock to holders of convertible preferred interests of Compass Therapeutics LLC. No convertible preferred securities were outstanding as of September 30, 2020. As of December 31, 2019, convertible preferred stock consisted of the following shares outstanding: Preferred Stock Shares Issued and Outstanding Series A-1 64,704,832 Series A-2 36,782,734 Series A-3 23,467,151 Series A-4 15,253,415 Series A4B 22,216,583 Series A-5 44,739,689 207,164,404 Common Stock In connection with the Merger, as discussed in Note 1, the Company issued 1,000,000 shares of common stock to the former shareholders of Olivia Ventures Inc. The Company paid $69,000 to several nonaccredited investors of Compass Therapeutics LLC in lieu of issuing shares. In addition, 2,930,836 shares of the Company’s common stock were reserved for issuance under the 2020 Stock Option and Incentive Plan. The Company also sold 12,096,442 shares of its common stock pursuant to the closing of a private placement offering at a purchase price of $5.00 per share. | 8. Preferred Units and Associated Call Right Liability As of December 31, 2019 and 2018, the preferred units consisted of the following: Preferred Units Preferred Units Liquidation Series A-1 64,704,832 $ 15,978 Series A-2 36,782,734 15,000 Series A-3 23,467,151 15,000 Series A-4 15,253,415 15,000 Series A4B 22,216,583 21,848 Series A-5 44,739,689 49,214 207,164,404 $ 132,040 The rights, preferences, and privileges of the preferred units are as follows: Voting Rights The preferred unitholders are entitled to the number of votes equal to the number of Class A common units into which each preferred unit is convertible. Any action to be taken by the unit holders requires the affirmative vote of a majority of unitholders, unless a different vote is required, including without limitation, actions requiring consent of the requisite preferred holders. Conversion Each preferred unit is convertible, at the option of the holder, at any time, and without the payment of additional consideration, into Class A common units as is determined by dividing the original purchase price by the conversion price with respect to such preferred unit in effect at the time of conversion. The Series A-1 A-2 A-3 A-4 A-5 Distribution The Board shall, in its discretion, determine the timing and amount of any distribution to be made by the Company, in accordance with the operating agreement. Upon a liquidation event, proceeds are to be distributed in accordance with the following order of priority: First, 100% to the members holding outstanding Series A-5, A-5 A-5 Second, 100% to the members holding outstanding Series A4B, if any, to the extent of and in proportion to the Series A4B units at $0.9834 a unit with respect to the outstanding Series A4B units held by each such member; Third, 100% to the members holding outstanding Series A-4, A-4 A-4 Fourth, 100% to the members holding outstanding Series A-3, A-3 A-3 Fifth, 100% to the members holding outstanding Series A-2, A-2 Sixth, 100% to the members holding outstanding Series A-1, A-1 A-1 Seventh, after payment in full to the holders of outstanding preferred units of the full amounts distributable to them, 100% to the members holding outstanding common units, in proportion to the respective number of outstanding common units held by each member (in addition to any payments made in respect of profit interest units to the extent the distributions made to holders of other units exceed the applicable “strike price” of the incentive units in question). Preferred units shall be automatically deemed and treated as if they were converted into common units solely for purposes of determining the distributions made pursuant to the order of priority above, if the common unit distribution amount equals or exceeds (A) the original issue price then applicable to such Series of preferred units plus (B) the per unit amount of any unpaid tax distributions, divided by (C) the number of common units then issuable upon conversion hereunder of one (1) unit of such series of preferred units. Liquidation In the event of any liquidation or deemed liquidation, dissolution or winding-up The holders of preferred units have liquidation rights in the event of a deemed liquidation that, in certain situations, are not solely within the control of the Company. Therefore, the preferred units are classified outside of members’ deficit on the consolidated balance sheets. Call Right Liability In connection with a financing in 2015, the Series A-1 A-2 A-3 A-4 The call rights represented a freestanding financial instrument and required bifurcation from the preferred units. The call right is liability classified and was recorded upon issuance at fair value as a call right liability in the consolidated balance sheet. Subsequent changes in the fair value were recognized in the consolidated statement of operations in “change in fair value of call right liability” in the financial years that such changes related to. As of December 31, 2018, the call right liability had been settled as all issuances of Series A had been made. Sale of Series A-5 In June 2018, the Company issued 44,739,689 units of Series A-5 The Series A-5 A-5. A-5 A-5 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Stock-Based Compensation | 9. Stock-Based Compensation Stock-based compensation expense for the three and nine months ended September 30, 2020 and 2019 was classified in the consolidated statement of operations and comprehensive loss as follows (in thousands): Three Months Ended Nine Months Ended 2020 2019 2020 2019 Research and development $ 374 $ 103 $ 486 $ 278 General and administrative 2,162 146 2,480 411 Total $ 2,536 $ 249 $ 2,966 $ 689 Estimating Fair Value of Equity Awards The fair value of each equity award was determined by the Company on the date of grant and by using the methods and assumptions discussed below. Certain of these inputs are subjective and generally require judgment to determine. Expected Term Expected volatility Risk-free interest rate Expected dividend Following the closing of the Merger and upon establishing a public trading market for the Company’s securities, the fair value of the Company’s common stock used to value equity awards will be based on the closing price of the Company’s common stock as reported on the date of the grant. Restricted Stock Prior to the Merger, Compass LLC maintained an incentive pool of unit-based awards that were granted to board members, employees and consultants and accounted for as unit-based compensation. Upon consummation of the Merger, all outstanding vested profits interests units were converted into shares of the Company’s common stock. Unvested units were converted into restricted shares of the Company’s common stock and will continue to vest under the same terms as the original profits interests. A summary of the Company’s restricted share activity during the nine months ended September 30, 2020 is as follows: Weighted Average Grant Date Fair Value Shares Estimated Nonvested, January 1, 2020 2,038,955 $ 2.04 Granted 879 $ 2.34 Vested (277,815 ) $ 1.51 Forfeited or canceled (666,227 ) $ 1.78 Nonvested, September 30, 2020 1,095,792 $ 2.34 The weighted-average grant-date fair value for Compass LLC profits interests granted was $2.34 per unit. No restricted share awards have been granted following the Merger. As of September 30, 2020, remaining unrecognized compensation cost related to unvested restricted stock awards to be recognized in future periods totaled $1.8 million, which is expected to be recognized over a weighted average period of 1.9 years. The fair value of each profits interest was estimated on the date of grant using the weighted average assumptions in the table below: Nine Months Ended September 30, 2020 2019 Expected term (in years) 6.0 6.0 Risk-free rate 0.36 % 1.75 % Expected volatility 140.45 % 65.06 % Expected dividend yield 0 % 0 % Stock Options In June 2020, the Company’s board of directors adopted the 2020 Stock Option and Incentive Plan (the “2020 Plan”) and reserved 2,930,836 shares of common stock for issuance under this plan and subject to automatic annual increases as defined in the plan. As of September 30, 2020, 1,305,367 shares remain available for future grant. The 2020 Plan authorizes the board of directors or a committee of the board to grant incentive stock options, nonqualified stock options and restricted stock awards to eligible officers, employees, consultants and directors of the Company. Options generally vest over a period of four years and have a contractual life of ten years from the date of grant. The following table summarizes the stock option activity for the 2020 Plan: Number of Weighted Weighted Outstanding at January 1, 2020 — $ — Granted 1,633,000 $ 5.00 Exercise — $ — Forfeited/cancelled (7,531 ) $ 5.00 Outstanding at September 30, 2020 1,625,469 $ 5.00 9.9 Vested at September 30, 2020 647,707 $ 5.00 9.8 For the nine months ended September 30, 2020, the weighted average grant date fair value for options granted was $3.42. The aggregate intrinsic value for options vested and outstanding as of and for the nine months ended September 30, 2020 was de minimis. As of September 30, 2020, the unrecognized compensation cost related to outstanding options was $3.3 million, expected to be recognized over a weighted average period of approximately 2.1 years. The weighted average assumptions used in the Black-Scholes option pricing model to determine the fair value of stock options granted to employees and directors during the nine months ended September 30, 2020 were as follows: September 30, Expected term (in years) 5.4 Risk-free rate 0.22 % Expected volatility 86.2 % Expected dividend yield | 9. Common Units, Warrants and Unit Incentive Plans Upon formation of the Company, a capital account was established for each member. The capital account of each member is adjusted for the cash and property contributed by or distributed to each member, the amount of net profits or loss allocated to the member, and other adjustments. Net profit or loss is allocated to the members in proportion to their respective member interests in the Company. In connection with prior financing transactions the Company issued warrants to purchase common units. A summary of the outstanding warrants at both December 31, 2019 and March 31, 2020 is as follows: Date Granted Number Exercise Price Expiration Date 6/17/2015 5,267,959 $ 2.8474 7/17/2022 12/7/2015 5,267,959 $ 2.8474 7/17/2022 9/7/2016 5,268,035 $ 2.8474 7/17/2022 7/11/2017 5,268,034 $ 2.8474 7/17/2022 The Company established two classes of its common units, one designated as Class A common units, each of which entitled its holder to one vote per unit; and the second designated as Class B common units, each of which entitled its holder to one vote per unit. In June 2018, the Board authorized the issuance of Class C common units and the Company redesignated Class B common units as Class A common units. As of December 31, 2018, Class A and Class C common units were the only classes of common units, each of which entitled its holder to one vote per unit. Due to employee terminations and resignations, 10,588,659 and 1,186,127 of Class A common units were forfeited during the years ended December 31, 2019 and 2018, respectively. The Company’s outstanding common units have been issued from the incentive pool and the founders pool. In June 2018, the founders pool was dissolved. Certain incentive units available for issuance under the founder’s pool were distributed to the holders of the Series A-3 A-4, The Class C common units, issued to Series A-3, A-4 A-5 Unvested profits interests unit’s activity for the year ended December 31, 2019 and 2018, was as follows: Number of Weighted Outstanding at January 1, 2018 9,765,439 0.08 Granted 16,143,382 0.22 Vested (4,790,327 ) 0.07 Forfeited (1,186,217 ) 0.12 Outstanding at December 31, 2018 19,932,277 0.19 Granted 19,643,100 0.16 Vested (7,044,620 ) 0.14 Forfeited (10,588,658 ) 0.21 Outstanding at December 31, 2019 21,942,099 0.18 Expected to vest at December 31, 2018 19,932,277 Expected to vest at December 31, 2019 21,942,099 In connection with the issuance of any profits interests, the Board will determine and set a threshold dollar amount with respect to the units, or the strike price. The strike price is determined and set as the fair value of the underlying common units on the date of the grant. The Company uses an option pricing model to value profit interests. The assumptions used to value profits interests granted during the years ended December 31, 2019 and 2018 were as follows: 2019 2018 Expected term (in years) 6.0 6.0 Risk-free rate 1.74 % 2.51 % Expected volatility 72.75 % 60.28 % Expected dividend yield 0.00 % 0.00 % The weighted-average grant-date fair value for profits interests granted during the years ended December 31, 2019 and 2018 was $0.16 and $ 0.22 per unit, respectively. Compensation expense from profits interests for the years ended December 31, 2019 and 2018, was $0.9 million and $0.7 million, respectively. As of December 31, 2019, remaining unrecognized compensation expense related to nonvested profits interests was $3.6 million, which is expected to be recognized over a weighted-average period of 2.2 years. |
License, Research and Collabora
License, Research and Collaboration Agreements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
License Research and Collaboration Agreements [Abstract] | ||
License, Research and Collaboration Agreements | 10. License, Research and Collaboration Agreements Collaboration Agreements Adimab Agreement The Company entered into a collaboration agreement with Adimab, LLC on October 16, 2014. As of September 30, 2020, future milestone payments in connection with this agreement amounted to $2.0 million. The agreement also includes provisions for payment of royalties at rates ranging in the single digits as a percentage of future net sales within a specified term from the first commercial sale. There were no milestone payments made during the three and nine months ended September 30, 2020. The Company made milestone payments of $1.0 million and $1.5 million in research and development during the three and nine months ended September 30, 2019, respectively, upon filing an IND for its product candidates associated with this license and first dosing of patient. Other License and Research Agreements The Company has entered into several license agreements with various academic and healthcare institutions to in-license certain intellectual property rights and know-how relevant to its programs. As part of the consideration related to these license agreements, the Company made cash payments of $63,000 and $0.2 million during the three and nine months ended September 30, 2020, respectively. The Company recorded research and development expense of $64,000 and $79,000 during the three months ended September 30, 2020 and 2019, respectively, and $0.2 million and $0.4 million during the nine months ended September 30, 2020 and 2019, respectively. In addition, the Company also committed to make certain clinical and regulatory milestone payments in the aggregate of $0.5 million associated with the in-licensed technology. | 10. License, Research and Collaboration Agreements License Agreements Horizon Agreements The Company entered into a license agreement on October 14, 2016 (the “Horizon Agreement”) with Horizon Discovery Ltd. (“Horizon”), which agreement pertains to a gene-edited cell line and expression vector. Under the terms of the Horizon Agreement, the Company paid a one-time In February 2018 the Company entered two license agreements (the “Horizon SSI License Agreement” and the “Horizon Transposase License Agreement”) with Horizon, collectively referred to as the Horizon License Agreements. The Horizon SSI License Agreement pertains to certain single site integration technology and the Horizon Transposase License Agreement pertains to certain transposase technology. In June 2019, the Company exercised its’ right to terminate both agreements and no additional payments were made or are due. The Company accounted for the acquisition of technology as an asset acquisition because it did not meet the definition of a business. The Company recorded the upfront payment as research and development expense in the consolidated statement of operations and comprehensive loss because the acquired technology represented in-process Collaboration Agreements Adimab Agreement The Company entered into a collaboration agreement with Adimab, LLC on October 16, 2014 which was subsequently amended on December 6, 2014 and February 11, 2015. As of December 31, 2019, future milestone payments in connection with this agreement amounted to $3.5 million. The agreement also includes provisions for payment of royalties at rates ranging in the single digits as a percentage of future net sales within a specified term from the first commercial sale. The Company recorded research and development expense of $1.5 million and $0 in connection with this agreement during the years ended December 31, 2019 and 2018, respectively. Other License and Research Agreements During 2019 and 2018, the Company entered into several license agreements with various academic and health care institutions to in-license know-how in-licensed |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | 11. Commitments and Contingencies Operating Leases The Company leases laboratory and office space in Cambridge, MA. The Company also leases a vivarium and storage space in Cambridge, MA. The leases expire January 31, 2021. The lease agreements have annual scheduled payment increases and the Company is recognizing the rent expense on a straight-line The future minimum rental payments under the leases as of September 30, 2020 are as follows: Amount Year Ending December 31, 2020 $ 481 2021 160 $ 641 | 11. Commitments Operating Leases The Company leased office space in Hanover, NH until the lease was assigned to a third party on February 1, 2018. The Company currently leases laboratory and office space in Cambridge, MA. The Company also leases a vivarium and storage space in Cambridge, MA which was extended in June 2019 through January 2021. All leases expire between January 31, 2020 and January 31, 2021. The future minimum rental payments under the leases as of December 31, 2019 are as follows (in thousands): Amount Year Ending December 31, 2020 $ 302 2021 13 $ 315 In addition, the Company subleased one of its facilities in Cambridge, Massachusetts to an unrelated third party beginning on October 21, 2017 and expired at the end of the original lease term on December 31, 2018. The Company received approximately $ 0.5 million in annual sublease rental income for the year ended December 31, 2018. Rental expense is recorded as an operating expense within both research and development and general and administrative expenses. Rental expense for the years ended December 31, 2019 and 2018 was $ 1.8 million and $1.8 million, respectively. The sublease on the Company’s main facility was set to expire on January 31, 2020. In January 2020, the sublease was extended. Refer to Note 16. |
Severance Costs
Severance Costs | 12 Months Ended |
Dec. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |
Severance Costs | 12. Severance Costs The Company incurred severance costs in 2018 and 2019. The costs recorded and paid are summarized as follows for the year ended December 31, 2019 (in thousands): Balances at December 31, 2017 $ — Additional severance agreements 294 Payments (74 ) Balances at December 31, 2018 $ 220 Additional severance agreements 447 Payments (667 ) Balances at December 31, 2019 $ — |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plan | 13. Defined Contribution Plan The Company has a 401(k) defined contribution plan (the “401(k) Plan”) for substantially all of its employees. Eligible employees may make pre-tax post-tax |
Related Parties and Related-Par
Related Parties and Related-Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | ||
Related Parties and Related-Party Transactions | 12. Related Parties and Related-Party Transactions On October 16, 2014, the Company entered into a collaboration agreement with Adimab, LLC. The Company’s co-founder has a direct ownership interest in Adimab, LLC. The Company recorded research and development expense of $0 million and $1.5 in connection with this agreement during nine months ended September 30, 2020 and 2019, respectively. On September 18, 2017, the Company entered into a software license and services agreement with StackWave, LLC. A former employee of the Company is the co-founder and has a direct ownership interest in StackWave, LLC. The Company recorded research and development expense of $17,000 for the nine months ended September 30, 2020 and capitalized software of $0.2 million and $0.7 million for the nine months ended September 30, 2020 and 2019, respectively. | 14. Related Parties and Related-Party Transactions On October 16, 2014, the Company entered into a collaboration agreement with Adimab, LLC. The Company’s co-founder On September 18, 2017, the Company entered into a software license and services agreement with StackWave, LLC. An employee of the Company is the co-founder |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. Income Taxes Compass Therapeutics LLC is organized as a Delaware Limited Liability Company (LLC), treated as a partnership for federal and state income tax purposes. As such, members are allocated their share of the Company’s income/loss and are responsible for any federal, Massachusetts or any other state income taxes thereon. No federal or Massachusetts income taxes related to the LLC are recorded in the consolidated financial statements. The Company’s wholly owned subsidiary, Compass Therapeutics Advisors Inc., is organized as a C-corporation The federal and state income tax provision is summarized as follows (in thousands): 2019 2018 Current Federal $ (61 ) $ (64 ) State (30 ) (39 ) (91 ) (103 ) Deferred Federal — — State — — Total provision for income taxes $ (91 ) $ (103 ) Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. Significant components of the Company’s deferred tax assets are as follows (in thousands): 2019 2018 Short-Term Deferred tax asset Net operating losses $ — $ 26 Deferred tax asset before valuation allowance — 26 Short-Term Valuation allowance (26 ) Net short-term deferred tax asset $ — $ — Long-Term Deferred tax asset R&D and other credit carryforwards 1,511 980 Deferred tax asset before valuation allowance 1,511 980 Long-Term Valuation allowance (1,511 ) (980 ) Net long-term deferred tax asset $ — $ — Management of the Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets, which principally comprise of research and development credits. Starting in 2017, the Company is able to utilize a portion of its research and development credit against payroll taxes due to new federal tax legislation. The election was not made in 2019. The amounts listed above for 2018 are net of the portion applied against payroll. Management has considered the Company’s history of losses and excess credits and concluded that it is more likely than not that the Company will not recognize all of the benefit of federal deferred tax assets and all of the benefit of state deferred tax assets. Accordingly, a short-term valuation allowance of $0 and $0.1 and a long-term valuation allowance of $1.5 and $1.0 have been established at December 31, 2019 and 2018, respectively. The Company does not have any liabilities related to uncertain tax positions as of December 31, 2019 and 2018. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events For its consolidated financial statements as of December 31, 2019 and for the year then ended, the Company evaluated subsequent events through June 23, 2020, the date on which those financial statements were issued, and the following subsequent events were noted. Merger Transaction On June 19, 2020, Olivia Ventures, Inc., Acquisition Sub, Compass Therapeutics Acquisition, Blockers, Blockers Merger Subs and Blocker Holders entered into the Merger Agreement with Compass Therapeutics LLC, pursuant to which Compass Acquisition Sub merged with and into Compass Therapeutics LLC, with Compass Therapeutics continuing as the surviving entity and Acquisition Sub’ wholly-owned subsidiary, and each Blocker Merger Sub merged with and into the applicable Blocker, with each Blocker continuing as the surviving entity and Blocker Merger Subs’ wholly-owned subsidiary. As a result of the Merger, we acquired the business of Compass Therapeutics. At the Effective Time, an aggregate of 31,627,139 shares of our common stock were issued to holders of common and preferred membership units of Compass Therapeutics and to the holders of equity interests of the Blockers, after adjustments due to rounding for fractional shares. With respect to 15 holders of an aggregate of 131,472 Compass Therapeutics common membership units who were not accredited investors, we paid an aggregate of approximately $68 thousand in cash in consideration for cancelling such membership units in connection with the Merger. In addition, 2,930,836 shares of our common stock were reserved for issuance under our 2020 Stock Option and Incentive Plan. Immediately prior to the Effective Time, an aggregate of 4,000,000 of the 5,000,000 shares of our common stock held by pre-Merger The Merger and the Blocker Mergers were treated as a recapitalization and reverse acquisition by us for financial reporting purposes. Compass Therapeutics is considered the acquirer for accounting purposes, and our historical financial statements before the Merger will be replaced with the historical financial statements of Compass Therapeutics before the Merger in future filings with the SEC. The Merger is intended to be treated as a tax-free The Offering On June 19, 2020, we sold 12,096,442 shares of our common stock pursuant to the initial closing of the offering for up to 14,000,000 shares of our common stock, at a purchase price of $5.00 per share for approximately $54 million in net proceeds. The Offering closed on June 19, 2020. We may hold one or more subsequent closings at any time prior to July 19, 2020, unless otherwise extended, to sell any remaining shares in the Offering. We may also sell up to an additional 2,000,000 shares of our common stock at the Offering Price to cover over-subscriptions in the event the Offering is oversubscribed. Operating Leases On January 8, 2020, the Company extended its lease on the laboratory and office space in Cambridge, MA through January 2021. Total additional lease payments expected in 2020 and 2021 as a result of the extension were approximately $1.8. Coronavirus (“COVID-19”) In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) COVID-19 -19 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements are presented in U.S. dollars and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the financial statements) considered necessary to present fairly the Company’s financial position as of September 30, 2020 and its results of operations and changes in convertible preferred stock and stockholders’ equity (deficit) for the three and nine months ended September 30, 2020 and 2019 and cash flows for the nine months ended September 30, 2020 and 2019. Operating results for the nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. The condensed consolidated balance sheet at December 31, 2019 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of Compass Therapeutics LLC and related footnotes for the year ended December 31, 2019, included as Exhibit 99.1 in the Company’s Form 8-K filed with the SEC on June 23, 2020. | Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Updates of the Financial Accounting Standards Board (“FASB”). |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of Compass Therapeutics, Inc., and its wholly-owned subsidiaries Compass Therapeutics LLC and Compass Therapeutics Advisors Inc. All intercompany accounts and transactions have been eliminated in consolidation. | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Compass Therapeutics LLC and its wholly-owned subsidiary, Compass Therapeutics Advisors Inc. All intercompany accounts and transactions have been eliminated in consolidation. |
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 at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, the accrual of research and development expenses, the valuation of the embedded derivative, the valuation of common stock and estimates associated with stock-based awards. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Actual results could differ from those estimates. Changes in estimates are recorded in the period that they become known. | 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 at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, the accrual of research and development expenses, the valuation of the preferred equity call right liability, the valuation of the embedded derivative, the valuation of common units and estimates associated with unit-based awards. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Actual results could differ from those estimates. Changes in estimates are recorded in the period that they become known. |
Segment Information | Segment Information Operating segments are defined as components of an enterprise for which separate and discrete information is available for evaluation by the chief operating decision-maker in deciding how to allocate resources and assess performance. The Company has one operating segment. The Company’s chief operating decision-maker, its chief executive officer, manages the Company’s operations on a consolidated basis for the purpose of allocating resources. All of the Company’s long-lived assets are held in the United States. | Segment Information Operating segments are defined as components of an enterprise for which separate and discrete information is available for evaluation by the chief operating decision-maker in deciding how to allocate resources and assess performance. The Company has one operating segment. The Company’s chief operating decision maker, its chief executive officer, manages the Company’s operations on a consolidated basis for the purpose of allocating resources. All of the Company’s long-lived assets are held in the United States. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments that are readily convertible into cash with original maturities of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents include cash held in banks and amounts held in money market funds. Cash equivalents are stated at cost, which approximates market value. Cash equivalents consisted of money market funds of $52.2 million and $22.8 million at September 30, 2020 and December 31, 2019, respectively. | Cash and Cash Equivalents The Company considers all highly liquid investments that are readily convertible into cash with original maturities of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents include cash held in banks and amounts held in money market funds. Cash equivalents are stated at cost, which approximates market value. Cash equivalents consisted of money market funds of $22.8 million and $55.3 million at December 31, 2019 and 2018, respectively. |
Restricted Cash | Restricted Cash As of December 31, 2019 and 2018, the Company was required to maintain a separate cash balance of $0.2 million to collateralize corporate credit cards with a bank, which was classified as restricted cash on the consolidated balance sheets as a non-current In connection with the Company’s lease agreement entered into July 2016 (see Note 11), the Company is required to maintain a letter of credit of $0.1 million for the benefit of the landlord. As of December 31, 2019, and 2018, the underlying cash balance securing this letter of credit was classified as restricted cash on the consolidated balance sheets as a non-current | |
Concentrations of Credit Risk and Off-Balance Sheet Risk | Concentrations of Credit Risk and Off-Balance Sheet Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents and restricted cash. The Company maintains its cash, cash equivalents and restricted cash with financial institutions that management believes to be of high-credit quality. The Company has not experienced any losses related to its cash, cash equivalents and restricted cash. | Concentrations of Credit Risk and Off-Balance Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents and restricted cash. The Company maintains its cash, cash equivalents, and restricted cash with financial institutions that management believes to be of high-credit quality. The Company generally maintains balances in various operating accounts at financial institutions that management believes to be of high-credit quality, in amounts that may exceed federally insured limits. The Company has not experienced any losses related to its cash, cash equivalents and restricted cash. As of December 31, 2019 and 2018, the Company had no off-balance |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are recorded using the straight-line method over the estimated useful lives of the related assets as follows: Asset Classification Estimated Useful Life Equipment 5 years Furniture and fixtures 7 years Software 5 years Leasehold improvements Lesser of estimated useful life or lease term Estimated useful lives are periodically assessed to determine if changes are appropriate. Maintenance and repairs are charged to expense as incurred. When assets are retired or otherwise disposed of, the cost of these assets and related accumulated depreciation or amortization are eliminated from the condensed consolidated balance sheet and any resulting gains or losses are included in the condensed consolidated statement of operations in the period of disposal. Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated once placed into service. Assets held under capital leases are stated at the lesser of the present value of future minimum lease payments or the fair value of the leased asset at the inception of the lease. Amortization of assets held under capital leases is computed using the straight-line method over the shorter of the estimated useful life of the asset or the period of the related lease. | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are recorded using the straight-line method over the estimated useful lives of the related assets as follows: Estimated Useful Life Asset classification Equipment 5 years Furniture and fixtures 7 years Software 5 years Leasehold improvements Lesser of estimated useful life or lease term Estimated useful lives are periodically assessed to determine if changes are appropriate. Maintenance and repairs are expensed as incurred. When assets are retired or otherwise disposed of, the cost of these assets and related accumulated depreciation or amortization are eliminated from the consolidated balance sheet and any resulting gains or losses are included in the consolidated statement of operations in the period of disposal. Costs for capital assets not yet placed into service are capitalized as construction-in-progress |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized in the condensed consolidated statements of operations when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. The Company did not record any impairment losses on long-lived assets during the nine months ended September 30, 2020 and 2019. | Impairment of Long-Lived Assets Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized in loss from operations when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. The Company did not record any impairment losses on long-lived assets during the years ended December 31, 2019 or 2018. |
Fair Value Measurements | Fair Value Measurements Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets and liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. An entity may choose to measure many financial instruments and certain other items at fair value at specified election dates. Subsequent unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. The Company’s cash equivalents are carried at fair value according to the fair value hierarchy described above and were determined based on Level 1 measurements (see Note 4). The Company’s restricted cash is carried at fair value according to the fair value hierarchy described above and were determined based on Level 2 measurements (see Note 4). The carrying values of other current assets and accounts payable approximate their fair value due to the short-term | Fair Value Measurements Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets and liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. An entity may choose to measure many financial instruments and certain other items at fair value at specified election dates. Subsequent unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings. The Company’s cash equivalents are carried at fair value according to the fair value hierarchy described above and were determined based on Level 1 measurements (see Note 4). The Company’s restricted cash is carried at fair value according to the fair value hierarchy described above and were determined based on Level 2 measurements (see Note 4). The carrying values of other current assets and accounts payable approximate their fair value due to the short-term nature of these assets and liabilities. The carrying values of the Company’s loan approximated its fair value as of December 31, 2019 and March 31, 2020 due to its variable interest rate. The fair value of the loan related embedded derivative (see Note 4) was determined based on Level 3 measurements. |
Deferred Offering Costs | Deferred Offering Costs The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process in-process | |
Research and Development Costs | Research and Development Costs Costs associated with internal research and development and external research and development services, including drug development and preclinical studies, are expensed as incurred. Research and development expenses include costs for salaries, employee benefits, subcontractors, facility-related expenses, depreciation and amortization, stock-based compensation, third-party license fees, laboratory supplies, and external costs of outside vendors engaged to conduct discovery, preclinical and clinical development activities and clinical trials as well as to manufacture clinical trial materials, and other costs. The Company recognizes external research and development costs based on an evaluation of the progress to completion of specific tasks using information provided to the Company by its service providers. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. Such prepaid expenses are recognized as an expense when the goods have been delivered or the related services have been performed, or when it is no longer expected that the goods will be delivered, or the services rendered. Costs associated with licenses of technology acquired as part of collaborative arrangements are expensed as incurred and are generally included in research and development expense in the condensed consolidated statements of operations if it is determined the license has no alternative future use. | Research and Development Costs Costs associated with internal research and development and external research and development services, including drug development and preclinical studies, are expensed as incurred. Research and development expenses include costs for salaries, employee benefits, subcontractors, facility-related expenses, depreciation and amortization, unit-based compensation, third-party license fees, laboratory supplies, and external costs of outside vendors engaged to conduct discovery, preclinical and clinical development activities and clinical trials as well as to manufacture clinical trial materials, and other costs. The Company recognizes external research and development costs based on an evaluation of the progress to completion of specific tasks using information provided to the Company by its service providers. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. Such prepaid expenses are recognized as an expense when the goods have been delivered or the related services have been performed, or when it is no longer expected that the goods will be delivered, or the services rendered. Costs associated with licenses of technology acquired as part of collaborative arrangements are expensed as incurred and are generally included in research and development expense in the consolidated statements of operations if it is determined the license has no alternative future use. |
Accrued Research and Development Expenses | Accrued Research and Development Expenses The Company has entered into various research and development and other agreements with commercial firms, researchers, universities and others for provisions of goods and services. These agreements are generally cancelable, and the related costs are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research and development costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies or clinical trials, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ materially from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs. | Accrued Research and Development Expenses The Company has entered into various research and development and other agreements with commercial firms, researchers, universities and others for provisions of goods and services. These agreements are generally cancelable, and the related costs are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research and development costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies or clinical trials, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ materially from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs consist of payments made to secure commitments under certain debt financing arrangements. These amounts are recognized as interest expense over the period of the financing arrangement using the effective interest method. If the financing arrangement is canceled or forfeited, or if the utility of the arrangement to the Company is otherwise compromised, these costs are recognized as interest expense immediately. The Company’s consolidated financial statements present debt issuance costs related to a recognized debt liability as a direct reduction from the carrying amount of that debt liability. | |
Patent Costs | Patent Costs All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expense in the consolidated statements of operations. | |
Stock-Based Compensation | Stock-Based Compensation Prior to the Merger, Compass Therapeutics LLC issued Class A and Class C common units to various employees, directors and consultants. The units constituted “profits interests” for tax purposes and were accounted for as share-based payment arrangements. Upon consummation of the Merger, all outstanding vested units were converted into shares of common stock and all outstanding unvested units were converted into shares of restricted stock that continue to vest over the remaining term of the original award. Subsequent to the Merger, the Company has granted stock options to various employees, directors and consultants. The Company recognizes the grant-date stock-based straight-line Black-Scholes grant-date | Unit-Based Compensation The Company accounts for all unit-based awards granted to employees and non-employees The Company determines the fair value of the underlying profit interest units based on input from management and approved by the Board, which utilizes the Company’s enterprise value determined utilizing various methods including the back-solve method, the option-pricing method (“OPM”) or a hybrid of the probability-weighted expected return method (“PWERM”) and the OPM. The total enterprise value is then allocated to the various outstanding equity instruments, including the underlying profit interest, utilizing the option-pricing model. For employee and non-employee The fair value of each profits interest unit is estimated on the date of grant using the Black-Scholes option-pricing model, which requires inputs based on certain subjective assumptions, including the expected unit price volatility, the expected term of the unit, the risk-free interest rate for a period that approximates the expected term of the units and the Company’s expected dividend yield. The fair value of each restricted equity award is estimated on the date of grant based on the fair value of the Company’s common units on that same date. As there is no public market for its common units, the Company determines the volatility for awards granted based on an analysis of reported data for a group of guideline companies that issued options with substantially similar terms. The expected volatility has been determined using a weighted-average of the historical volatility measures of this group of guideline companies. The Company expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded unit price. The expected term of the Company’s units granted to employees has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The Company has elected to apply the nonpublic entity practical expedient for calculating the expected term of non-employee |
Income Taxes | Income Taxes Compass Therapeutics LLC elected to be treated as a partnership for income tax reporting purposes and therefore, federal and Massachusetts and any other state income taxes are the responsibility of the individual members. As such, no federal or state income taxes related to the LLC are recorded in the consolidated financial statements. The Company’s wholly-owned subsidiary, Compass Therapeutics Advisors Inc., is organized as a C-corporation The Company follows the liability method of accounting for income taxes, as set forth in ASC 740, “Accounting for Income Taxes.” ASC 740-10, Accounting for Uncertainty in Income Taxes” 740-10”), 740-10, | |
Net Loss per Share | Net Loss per Share Basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during each period. Diluted loss per share includes the effect, if any, from the potential exercise or conversion of securities, such as convertible preferred stock, stock options, unvested restricted stock and common stock warrants that would result in the issuance of incremental shares of common stock. In computing the basic and diluted net loss per share, the weighted average number of shares remains the same for both calculations due to the fact that when a net loss exists, dilutive shares are not included in the calculation as the impact is anti-dilutive. The following potentially dilutive securities outstanding as of September 30, 2020 and 2019 have been excluded from the computation of diluted weighted average shares outstanding, as they would be anti-dilutive: September 30, 2020 2019 Convertible preferred stock — 30,629,606 Stock options 1,625,469 — Nonvested restricted stock 1,095,792 1,916,891 Common stock warrants — 3,114,145 Total 2,721,261 35,660,642 | Net Loss per Unit The Company follows the two-class two-class two-class Basic net income (loss) per unit attributable to common unitholders is computed by dividing the net income (loss) attributable to common unitholders by the weighted average number of common units outstanding for the period. Diluted net income (loss) attributable to common unitholders is computed by adjusting net income (loss) attributable to common unitholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net income (loss) per unit attributable to common unitholders is computed by dividing the diluted net income (loss) attributable to common unitholders by the weighted average number of common units outstanding for the period, including potential dilutive common units. For purpose of this calculation, outstanding profit interest options, convertible preferred unit and warrants to purchase shares of convertible preferred units are considered potential dilutive common units. The Company’s convertible preferred unit contractually entitles the holders of such units to participate in dividends but does not contractually require the holders of such units to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss attributable to common unitholders, such losses are not allocated to such participating securities. In periods in which the Company reports a net loss attributable to common unitholders, diluted net loss per unit attributable to common unitholders is the same as basic net loss per unit attributable to common unitholders, since dilutive common units are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common unitholders for the years ended December 31, 2019 and 2018. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) 2014-09”), 2014-09 ASU 2014-09 In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting” 2016-09”). 2016-09 2016-09 In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting 2017-09”), 2017-09 In June 2018, the FASB issued ASU No. 2018-07, “Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting No. 2018-07”). 505-50, Non-Employees. 2018-07 In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230), Restricted Cash 2016-18”). 2016-09 beginning-of-period end-of-period 2016-18 | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases right-of-use In August 2018, the FASB issued ASU No. 2018-13, Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurements In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction Between Topic 808 and Topic 606 In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases right-of-use In August 2018, the FASB issued ASU No. 2018-13, Changes to the Disclosure Requirements for Fair Value Measurements In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 2018-18”). 2018-18 In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes 2019-12”), 2019-12 2019-12 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Schedule of Estimated Useful Lives of Assets | Depreciation and amortization are recorded using the straight-line method over the estimated useful lives of the related assets as follows: Asset Classification Estimated Useful Life Equipment 5 years Furniture and fixtures 7 years Software 5 years Leasehold improvements Lesser of estimated useful life or lease term | Depreciation and amortization are recorded using the straight-line method over the estimated useful lives of the related assets as follows: Estimated Useful Life Asset classification Equipment 5 years Furniture and fixtures 7 years Software 5 years Leasehold improvements Lesser of estimated useful life or lease term |
Schedule of Potentially Dilutive Securities Outstanding Excluded from Computation of Diluted Weighted Average Shares Outstanding | The following potentially dilutive securities outstanding as of September 30, 2020 and 2019 have been excluded from the computation of diluted weighted average shares outstanding, as they would be anti-dilutive: September 30, 2020 2019 Convertible preferred stock — 30,629,606 Stock options 1,625,469 — Nonvested restricted stock 1,095,792 1,916,891 Common stock warrants — 3,114,145 Total 2,721,261 35,660,642 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | ||
Summary of Financial Assets and Liabilities are Measured at Fair Value on Recurring Basis | The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): Fair Value Measurements as of September 30, 2020 Using: Quoted Significant Significant (Level 3) Fair Value Assets Cash equivalents—money market funds $ 52,175 $ — $ — $ 52,175 Restricted cash — 263 — 263 Total assets $ 52,175 $ 263 $ — $ 52,438 Liabilities Derivative liability related to loan $ — $ — $ — $ — Total liabilities $ — $ — $ — $ — Fair Value Measurements as of December 31, 2019 Using: Quoted Significant Significant (Level 3) Fair Value Assets Cash equivalents—money market funds $ 22,784 $ — $ — $ 22,784 Restricted cash — 263 — 263 Total assets $ 22,784 $ 263 $ — $ 23,047 Liabilities Derivative liability related to loan $ — $ — $ 494 $ 494 Total liabilities $ — $ — $ 494 $ 494 | The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): Fair Value Measurements as of December 31, 2019 Using: Quoted Prices Significant Significant Fair Value at Assets Cash equivalents—money market funds $ 22,784 $ — $ — $ 22,784 Restricted cash — 263 — 263 Total assets $ 22,784 $ 263 $ — $ 23,047 Liabilities Derivative liability related to loan $ — $ — $ 494 $ 494 Total liabilities $ — $ — $ 494 $ 494 Fair Value Measurements as of December 31, 2018 Using: Quoted Prices Significant Significant Fair Value at Assets Cash equivalents—money market funds $ 55,291 $ — $ — $ 55,291 Restricted cash — 262 — 262 Total assets $ 55,291 $ 262 $ — $ 55,553 Liabilities Long term call right liability $ — $ — $ 390 $ 390 Total liabilities $ — $ — $ 390 $ 390 |
Schedule of Fair Value Inputs Quantitative Information | The following table provides a rollforward of the cumulative fair values of the Company’s call right liability for which fair value is determined by Level 3 inputs (in thousands): Balances at December 31, 2017 $ 313 Decrease in fair value of call right liability at issuance of Series A-5 (313 ) Balances at December 31, 2018 $ — | |
Schedule of Aggregate Fair Values of Derivative Liability | The following table provides a roll forward of the aggregate fair values of the Company’s derivative liability (in thousands): Derivative Liability Balance at December 31, 2019 $ 494 Change in fair value 556 Payment of success fee (1,050 ) Balance at September 30, 2020 $ — | The following table provides a roll forward of the aggregate fair values of the Company’s derivative liability, for which fair value is determined using Level 3 inputs (in thousands): Balances at December 31, 2017 $ — Initial fair value of derivative liability in connection with loan 323 Change in fair value 67 Balances at December 31, 2018 390 Change in fair value 104 Balances at December 31, 2019 $ 494 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property and Equipment | Property and equipment consist of the following (in thousands): September 30, December 31, Equipment $ 7,040 $ 7,230 Furniture and fixtures 629 629 Leasehold improvements 896 896 Software 912 669 Assets not yet placed in service — 230 Total property and equipment–at cost 9,477 9,654 Less: Accumulated depreciation (7,059 ) (5,903 ) Property and equipment, net $ 2,418 $ 3,751 | Property and equipment as of December 31, 2019 and 2018, consisted of the following (in thousands): 2019 2018 Equipment $ 7,230 $ 6,904 Furniture and fixtures 629 599 Leasehold Improvements 896 1,172 Software 669 581 Assets not yet placed in service 230 207 Total property and equipment–at cost 9,654 9,463 Less: Accumulated depreciation and amortization (5,903 ) (4,096 ) Property and equipment, net $ 3,751 $ 5,367 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Payables and Accruals [Abstract] | ||
Components of Accrued Expenses | Accrued expenses consist of the following (in thousands): September 30, December 31, Compensation and benefits $ 605 $ 1,759 Research and development expenses 26 249 Legal and professional fees 507 417 Sales taxes — 554 Other 220 143 Total accrued expenses $ 1,358 $ 3,122 | Accrued expenses as of December 31, 2019 and 2019 consisted of the following (in thousands): 2019 2018 Accrued employee compensation and benefits $ 1,759 $ 1,196 Accrued external research and development expenses 249 401 Accrued legal fees 417 279 Accrued interest expense 87 91 Accrued federal and state taxes 1 44 Accrued sales taxes 554 475 Other accrued expenses 55 171 Total accrued expenses $ 3,122 $ 2,657 |
Loan Payable (Tables)
Loan Payable (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Schedule of Aggregate Principal Amount of Debt Outstanding | The aggregate principal amount of debt outstanding consisted of the following (in thousands): September 30, December 31, Current portion of debt $ 7,500 $ 5,625 Less: unamortized debt discount (39 ) (49 ) Current portion of debt, net of debt discount $ 7,461 $ 5,576 Long-term debt, net of current portion $ 3,750 $ 9,375 Less: unamortized debt discount (20 ) (82 ) Long-term debt, net of current portion $ 3,730 $ 9,293 | The aggregate principal amount of debt outstanding as of December 31, 2019 and 2018 was $15.0 million, including Tranche I and Tranche II amounts. Current and non-current December 31, Current liabilities: Term loan under the 2018 Loan Agreement $ 3,750 Unamortized debt discount (62 ) Loans payable, net of discount 3,688 Non-current Term loan under 2018 Loan Agreement 11,250 Unamortized debt discount (186 ) Loans payable, net of discount and current portion 11,064 Total loans payable, net of discount $ 14,752 December 31, Current liabilities: Term loan under the 2018 Loan Agreement $ 5,625 Unamortized debt discount (49 ) Loans payable, net of discount 5,576 Non-current Term loan under 2018 Loan Agreement 9,375 Unamortized debt discount (82 ) Loans payable, net of discount and current portion 9,293 Total loans payable, net of discount $ 14,869 |
Schedule of Aggregate Minimum Future Principal Payments | As of September 30, 2020, the aggregate minimum future principal payments due in connection with the 2018 Loan Agreement, as amended, are as follows (in thousands): Year Ending December 31, 2020 $ 1,875 2021 7,500 2022 1,875 $ 11,250 | As of December 31, 2019, the aggregate minimum future principal payments due in connection with the 2018 Loan Agreement, as amended, are summarized as follows (in thousands): Year Ending December 31, 2020 2020 $ 5,625 2021 7,500 2022 1,875 $ 15,000 |
Convertible Preferred Stock a_2
Convertible Preferred Stock and Stockholders' Equity (Deficit) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Summary of Convertible Preferred Stock Shares Outstanding | As of December 31, 2019, convertible preferred stock consisted of the following shares outstanding: Preferred Stock Shares Issued and Outstanding Series A-1 64,704,832 Series A-2 36,782,734 Series A-3 23,467,151 Series A-4 15,253,415 Series A4B 22,216,583 Series A-5 44,739,689 207,164,404 | As of December 31, 2019 and 2018, the preferred units consisted of the following: Preferred Units Preferred Units Liquidation Series A-1 64,704,832 $ 15,978 Series A-2 36,782,734 15,000 Series A-3 23,467,151 15,000 Series A-4 15,253,415 15,000 Series A4B 22,216,583 21,848 Series A-5 44,739,689 49,214 207,164,404 $ 132,040 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Summary of Outstanding Warrants | In connection with prior financing transactions the Company issued warrants to purchase common units. A summary of the outstanding warrants at both December 31, 2019 and March 31, 2020 is as follows: Date Granted Number Exercise Price Expiration Date 6/17/2015 5,267,959 $ 2.8474 7/17/2022 12/7/2015 5,267,959 $ 2.8474 7/17/2022 9/7/2016 5,268,035 $ 2.8474 7/17/2022 7/11/2017 5,268,034 $ 2.8474 7/17/2022 | |
Schedule of Unvested Profits Interest Unit Activity | Unvested profits interests unit’s activity for the year ended December 31, 2019 and 2018, was as follows: Number of Weighted Outstanding at January 1, 2018 9,765,439 0.08 Granted 16,143,382 0.22 Vested (4,790,327 ) 0.07 Forfeited (1,186,217 ) 0.12 Outstanding at December 31, 2018 19,932,277 0.19 Granted 19,643,100 0.16 Vested (7,044,620 ) 0.14 Forfeited (10,588,658 ) 0.21 Outstanding at December 31, 2019 21,942,099 0.18 Expected to vest at December 31, 2018 19,932,277 Expected to vest at December 31, 2019 21,942,099 | |
Schedule of Fair Value Profits Interest Estimated on Weighted Average Assumptions | The Company uses an option pricing model to value profit interests. The assumptions used to value profits interests granted during the years ended December 31, 2019 and 2018 were as follows: 2019 2018 Expected term (in years) 6.0 6.0 Risk-free rate 1.74 % 2.51 % Expected volatility 72.75 % 60.28 % Expected dividend yield 0.00 % 0.00 % | |
Schedule of Stock-Based Compensation Activity | Stock-based compensation expense for the three and nine months ended September 30, 2020 and 2019 was classified in the consolidated statement of operations and comprehensive loss as follows (in thousands): Three Months Ended Nine Months Ended 2020 2019 2020 2019 Research and development $ 374 $ 103 $ 486 $ 278 General and administrative 2,162 146 2,480 411 Total $ 2,536 $ 249 $ 2,966 $ 689 | |
Schedule of Unvested Restricted Stock Activity | A summary of the Company’s restricted share activity during the nine months ended September 30, 2020 is as follows: Weighted Average Grant Date Fair Value Shares Estimated Nonvested, January 1, 2020 2,038,955 $ 2.04 Granted 879 $ 2.34 Vested (277,815 ) $ 1.51 Forfeited or canceled (666,227 ) $ 1.78 Nonvested, September 30, 2020 1,095,792 $ 2.34 | |
Restricted Stock | ||
Schedule of Fair Value Profits Interest Estimated on Weighted Average Assumptions | The fair value of each profits interest was estimated on the date of grant using the weighted average assumptions in the table below: Nine Months Ended September 30, 2020 2019 Expected term (in years) 6.0 6.0 Risk-free rate 0.36 % 1.75 % Expected volatility 140.45 % 65.06 % Expected dividend yield 0 % 0 % | |
Stock Option | ||
Schedule of Fair Value Profits Interest Estimated on Weighted Average Assumptions | The weighted average assumptions used in the Black-Scholes option pricing model to determine the fair value of stock options granted to employees and directors during the nine months ended September 30, 2020 were as follows: September 30, Expected term (in years) 5.4 Risk-free rate 0.22 % Expected volatility 86.2 % Expected dividend yield 0.00 % | |
2020 Stock Option and Incentive Plan | ||
Summary of Stock Option activity | The following table summarizes the stock option activity for the 2020 Plan: Number of Weighted Weighted Outstanding at January 1, 2020 — $ — Granted 1,633,000 $ 5.00 Exercise — $ — Forfeited/cancelled (7,531 ) $ 5.00 Outstanding at September 30, 2020 1,625,469 $ 5.00 9.9 Vested at September 30, 2020 647,707 $ 5.00 9.8 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Future Minimum Rental Payments under Leases | The future minimum rental payments under the leases as of September 30, 2020 are as follows: Amount Year Ending December 31, 2020 $ 481 2021 160 $ 641 | All leases expire between January 31, 2020 and January 31, 2021. The future minimum rental payments under the leases as of December 31, 2019 are as follows (in thousands): Amount Year Ending December 31, 2020 $ 302 2021 13 $ 315 |
Severance Costs (Tables)
Severance Costs (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Severance Costs | The Company incurred severance costs in 2018 and 2019. The costs recorded and paid are summarized as follows for the year ended December 31, 2019 (in thousands): Balances at December 31, 2017 $ — Additional severance agreements 294 Payments (74 ) Balances at December 31, 2018 $ 220 Additional severance agreements 447 Payments (667 ) Balances at December 31, 2019 $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The federal and state income tax provision is summarized as follows (in thousands): 2019 2018 Current Federal $ (61 ) $ (64 ) State (30 ) (39 ) (91 ) (103 ) Deferred Federal — — State — — Total provision for income taxes $ (91 ) $ (103 ) |
Schedule of Components of Income Tax Expense (Benefit) | purposes and the amounts used for tax purposes. Significant components of the Company’s deferred tax assets are as follows (in thousands): 2019 2018 Short-Term Deferred tax asset Net operating losses $ — $ 26 Deferred tax asset before valuation allowance — 26 Short-Term Valuation allowance (26 ) Net short-term deferred tax asset $ — $ — Long-Term Deferred tax asset R&D and other credit carryforwards 1,511 980 Deferred tax asset before valuation allowance 1,511 980 Long-Term Valuation allowance (1,511 ) (980 ) Net long-term deferred tax asset $ — $ — |
Liquidity, Uncertainties and _2
Liquidity, Uncertainties and Going Concern - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Liquidity Uncertainties And Going Concern [Abstract] | ||||||||||
Net loss | $ (9,150) | $ (5,557) | $ (6,402) | $ (8,552) | $ (8,809) | $ (10,771) | $ (21,109) | $ (28,132) | $ (34,744) | $ (38,286) |
Accumulated deficit | $ 143,017 | $ 143,017 | $ 121,908 | $ 87,164 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020USD ($)Segment | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)Segment | Dec. 31, 2018USD ($) | Jul. 01, 2016USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Number of operating segments | Segment | 1 | 1 | |||
Restricted cash | $ 200,000 | $ 200,000 | |||
Letter of credit | $ 100,000 | ||||
Impairment losses on long-lived assets | $ 0 | $ 0 | 0 | 0 | |
Deferred offering costs | 0 | 0 | |||
Expected dividend yield | $ 0 | ||||
ASU 2018-13 | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Change in accounting principle, accounting standards update, adopted | true | true | |||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | Jan. 1, 2020 | |||
Change in accounting principle, accounting standards update, immaterial effect | true | true | |||
Money Market Funds | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Cash equivalents | $ 52,200,000 | $ 22,800,000 | $ 55,300,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Assets (Detail) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Equipment | ||
Property Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years | 5 years |
Furniture and Fixtures | ||
Property Plant and Equipment [Line Items] | ||
Estimated useful life | 7 years | 7 years |
Software | ||
Property Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years | 5 years |
Leasehold Improvements | ||
Property Plant and Equipment [Line Items] | ||
Estimated useful life | Lesser of estimated useful life or lease term | Lesser of estimated useful life or lease term |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets and Liabilities are Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Liabilities | |||
Derivative liability related to loan | $ 494 | $ 390 | |
Fair Value Measurements Recurring | |||
Assets | |||
Restricted cash | $ 263 | 263 | 262 |
Total assets | 52,438 | 23,047 | 55,553 |
Liabilities | |||
Derivative liability related to loan | 494 | 390 | |
Total liabilities | 494 | 390 | |
Fair Value Measurements Recurring | Money Market Funds | |||
Assets | |||
Cash equivalents-money market funds | 52,175 | 22,784 | 55,291 |
Fair Value Measurements Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Assets | |||
Total assets | 52,175 | 22,784 | 55,291 |
Fair Value Measurements Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Money Market Funds | |||
Assets | |||
Cash equivalents-money market funds | 52,175 | 22,784 | 55,291 |
Fair Value Measurements Recurring | Significant Other Observable Inputs (Level 2) | |||
Assets | |||
Restricted cash | 263 | 263 | 262 |
Total assets | $ 263 | 263 | 262 |
Fair Value Measurements Recurring | Significant Unobservable Inputs (Level 3) | |||
Liabilities | |||
Derivative liability related to loan | 494 | 390 | |
Total liabilities | $ 494 | $ 390 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Monte Carlo Simulation | |
Total unit value | $ 67.5 |
Fair Value Assumptions Expected Term | 9 months |
Fair Value Assumptions Expected Volatility Rate | 64.20% |
Fair Value Assumptions Risk Free Interest Rate | 0.53% |
Option Pricing Model | |
Total unit value | $ 0 |
Option Pricing Model | Minimum | |
Fair Value Assumptions Expected Term | 2 years 14 days |
Fair Value Assumptions Expected Volatility Rate | 67.40% |
Fair Value Assumptions Risk Free Interest Rate | 0.75% |
Option Pricing Model | Maximum | |
Fair Value Assumptions Expected Term | 3 years 14 days |
Fair Value Assumptions Expected Volatility Rate | 68.70% |
Fair Value Assumptions Risk Free Interest Rate | 0.87% |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of cumulative fair values of the Company's call right liability (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Beginning balance | $ 0 |
Ending balance | 390 |
Call Right Liability | |
Beginning balance | 313 |
Decrease in fair value of call right liability at issuance of Series A-5 | (313) |
Ending balance | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Aggregate Fair Values of Derivative Liability (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 21, 2019 | Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |||
Beginning balance | $ 494 | $ 0 | |
Initial fair value of derivative liability in connection with loan | 323 | ||
Change in fair value | 556 | $ 104 | 67 |
Payment of success fee | $ (1,050) | ||
Ending balance | $ 494 | $ 390 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Property Plant and Equipment [Line Items] | |||
Total property and equipment-at cost | $ 9,477 | $ 9,654 | $ 9,463 |
Less: Accumulated depreciation and amortization | (7,059) | (5,903) | (4,096) |
Property and equipment, net | 2,418 | 3,751 | 5,367 |
Equipment | |||
Property Plant and Equipment [Line Items] | |||
Total property and equipment-at cost | 7,040 | 7,230 | 6,904 |
Furniture and Fixtures | |||
Property Plant and Equipment [Line Items] | |||
Total property and equipment-at cost | 629 | 629 | 599 |
Leasehold Improvements | |||
Property Plant and Equipment [Line Items] | |||
Total property and equipment-at cost | 896 | 896 | 1,172 |
Software | |||
Property Plant and Equipment [Line Items] | |||
Total property and equipment-at cost | $ 912 | 669 | 581 |
Assets Not Yet Placed in Service | |||
Property Plant and Equipment [Line Items] | |||
Total property and equipment-at cost | $ 230 | $ 207 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||||||
Total depreciation and amortization expense | $ 0.4 | $ 0.5 | $ 1.3 | $ 1.6 | $ 2.1 | $ 1.9 |
Accrued Expenses - Components o
Accrued Expenses - Components of Accrued Expenses (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |||
Accrued employee compensation and benefits | $ 1,759 | $ 1,196 | $ 605 |
Accrued external research and development expenses | 249 | 401 | 26 |
Accrued legal and professional fees | 417 | 279 | 507 |
Accrued interest expense | 87 | 91 | |
Accrued federal and state taxes | 1 | 44 | |
Accrued sales taxes | 554 | 475 | |
Other accrued expenses | 55 | 171 | |
Other | 143 | 220 | |
Total accrued expenses | $ 3,122 | $ 2,657 | $ 1,358 |
Loan Payable - Additional Infor
Loan Payable - Additional Information (Detail) - USD ($) | Sep. 26, 2018 | Mar. 30, 2018 | Oct. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 01, 2020 |
Debt Instrument [Line Items] | ||||||||||
Long term debt | $ 14,869,000 | $ 14,752,000 | ||||||||
Pacific Western Bank Inc | Second Amendment [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument depository covenant description | In March 2019, the Company entered into the Second Amendment to the 2018 Loan Agreement (the "Second Amendment"), which extended the second milestone date from March 31, 2019 to April 30, 2019. The first milestone was achieved in February 2018 which extended the interest only period through September 30, 2019 | |||||||||
Pacific Western Bank Inc | Term Loan Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument face amount | $ 15,000,000 | |||||||||
Debt instrument, maturity date | Mar. 1, 2022 | Mar. 31, 2022 | ||||||||
Debt proceeds | $ 15,000,000 | $ 15,000,000 | ||||||||
Debt instrument, interest rate | 6.25% | 6.25% | 6.25% | |||||||
Increase in interest rate in case of default | 5.00% | 5.00% | ||||||||
Term loan facility payment terms | The Company made interest-only payments through March 31, 2020. Beginning in April 2020, the Company is obligated to make equal monthly principal payments of $625,000 through March 31, 2022 when the notes mature. | The Company is required to make monthly payments of interest only, beginning on April 1, 2018 and continuing through March 30, 2019 (the Interest Only End Date), at which time the Company would begin making payments on the principal from April 1, 2019 through the Maturity Date. However, upon the achievement of certain milestones, the Interest Only End Date would be extended through September 30, 2019 or March 30, 2020, and the Maturity Date would be extended to September 1, 2022. The 2018 Loan Agreement allows for prepayment in full of the outstanding principal at any time, subject to a prepayment charge that is dependent on the prepayment date | ||||||||
Liquidity event description | A Liquidity Event is defined as (a) any sale, license, or other disposition of all or substantially all of the assets of the Company, (b) any reorganization, consolidation, merger or sale of the voting securities of the Company or any other transaction where the holders of a Company?s securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction, or (c) an initial public offering of a Company?s equity securities. | |||||||||
Interest expense | $ 200,000 | $ 300,000 | $ 700,000 | $ 900,000 | $ 1,200,000 | 800,000 | ||||
Interest expense related to amortization of debt discount | 100,000 | 100,000 | ||||||||
Unamortized debt discount | $ 100,000 | $ 200,000 | ||||||||
Debt instrument, interest rate during period | 6.25% | |||||||||
Frequency of periodic payment | Monthly | |||||||||
Equal monthly principal payments | $ 625,000 | |||||||||
Success fee payment | $ 1,100,000 | $ 1,100,000 | ||||||||
Pacific Western Bank Inc | Term Loan Facility | First Amendment [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Success fee payment | 1.1 | |||||||||
Pacific Western Bank Inc | Term Loan Facility | Third Amendment [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument depository covenant description | In October 2019, the Company entered into the Third Amendment to the 2018 Loan Agreement (the "Third Amendment"), which extended the Interest Only End Date to March 31, 2020. | |||||||||
Minimum cash balance | $ 6,000,000 | |||||||||
Additional finance proceeds | $ 40,000,000 | |||||||||
Pacific Western Bank Inc | Term Loan Facility | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Percentage of voting securities held at the time of liquidity event | 50.00% | |||||||||
Pacific Western Bank Inc | Term Loan Facility | Tranche One [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Success fee payment | 0.8 | |||||||||
Pacific Western Bank Inc | Term Loan Facility | Tranche One [Member] | First Amendment [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Success fee payment | 0.8 | |||||||||
Pacific Western Bank Inc | Term Loan Facility | Tranche One and Two [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Success fee payment | 1.1 | |||||||||
Pacific Western Bank Inc | Term Loan Facility | Tranche Two [Member] | First Amendment [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Success fee payment | 0.3 | |||||||||
Pacific Western Bank Inc | Term Loan Facility | Tranche One [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt proceeds | 10,000,000 | |||||||||
Pacific Western Bank Inc | Term Loan Facility | Tranche Two [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt proceeds | $ 5,000,000 | |||||||||
Pacific Western Bank Inc | Term Loan Facility | Milestone 1 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, interest rate | 6.25% | |||||||||
Pacific Western Bank Inc | 2018 Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Minimum cash balance | $ 6,000,000 | |||||||||
Debt instrument, interest rate, effective percentage | 5.00% | 5.00% | ||||||||
Prime Rate | Pacific Western Bank Inc | Term Loan Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, applicable margin interest rate | 2.00% | 2.00% | ||||||||
Prime Rate | Pacific Western Bank Inc | Term Loan Facility | Milestone 1 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, applicable margin interest rate | 1.50% |
Loan Payable - Schedule of Aggr
Loan Payable - Schedule of Aggregate Principal Amount of Debt Outstanding (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current liabilities: | |||
Current portion of debt | $ 7,500 | ||
Less: unamortized debt discount | (39) | $ (49) | $ (62) |
Current portion of debt, net of debt discount | 7,461 | 5,576 | 3,688 |
Non-currentliabilities: | |||
Long-term debt, net of current portion | 3,750 | ||
Less: unamortized debt discount | (20) | (82) | (186) |
Loans payable, net of discount and current portion | $ 3,730 | 9,293 | 11,064 |
Total loans payable, net of discount | 14,869 | 14,752 | |
2018 Loan Agreement | |||
Current liabilities: | |||
Current portion of debt | 5,625 | 3,750 | |
Non-currentliabilities: | |||
Long-term debt, net of current portion | $ 9,375 | $ 11,250 |
Loan Payable - Schedule of Ag_2
Loan Payable - Schedule of Aggregate Minimum Future Principal Payments (Detail) - 2018 Loan Agreement - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Long-Term Debt, Maturity, Remainder of Fiscal Year | $ 1,875 | |
Long-Term Debt, Maturity, Year One | 7,500 | $ 5,625 |
Long-Term Debt, Maturity, Year Two | 1,875 | 7,500 |
Long-Term Debt, Maturity, Year Three | 1,875 | |
Long-term debt | $ 11,250 | $ 15,000 |
Preferred Units and Associated
Preferred Units and Associated Call Right Liability - Summary of Convertible Preferred Stock Shares Outstanding (Detail) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Class Of Stock [Line Items] | |||
Temporary equity liquidation preference, value | $ 132,039,394 | $ 132,039,394 | |
Convertible preferred stock, shares issued | 0 | 207,164,404 | 207,164,404 |
Convertible preferred stock, shares outstanding | 0 | 207,164,404 | 207,164,404 |
Series A-1 | |||
Class Of Stock [Line Items] | |||
Temporary equity liquidation preference, value | $ 15,978,000 | $ 15,978,000 | |
Convertible preferred stock, shares issued | 64,704,832 | 64,704,832 | |
Convertible preferred stock, shares outstanding | 64,704,832 | 64,704,832 | |
Series A-2 | |||
Class Of Stock [Line Items] | |||
Temporary equity liquidation preference, value | $ 15,000,000 | $ 15,000,000 | |
Convertible preferred stock, shares issued | 36,782,734 | 36,782,734 | |
Convertible preferred stock, shares outstanding | 36,782,734 | 36,782,734 | |
Series A-3 | |||
Class Of Stock [Line Items] | |||
Temporary equity liquidation preference, value | $ 15,000,000 | $ 15,000,000 | |
Convertible preferred stock, shares issued | 23,467,151 | 23,467,151 | |
Convertible preferred stock, shares outstanding | 23,467,151 | 23,467,151 | |
Series A-4 | |||
Class Of Stock [Line Items] | |||
Temporary equity liquidation preference, value | $ 15,000,000 | $ 15,000,000 | |
Convertible preferred stock, shares issued | 15,253,415 | 15,253,415 | |
Convertible preferred stock, shares outstanding | 15,253,415 | 15,253,415 | |
Series A4B | |||
Class Of Stock [Line Items] | |||
Temporary equity liquidation preference, value | $ 21,848,000 | $ 21,848,000 | |
Convertible preferred stock, shares issued | 22,216,583 | 22,216,583 | |
Convertible preferred stock, shares outstanding | 22,216,583 | 22,216,583 | |
Series A-5 | |||
Class Of Stock [Line Items] | |||
Temporary equity liquidation preference, value | $ 49,214,000 | $ 49,214,000 | |
Convertible preferred stock, shares issued | 44,739,689 | 44,739,689 | |
Convertible preferred stock, shares outstanding | 44,739,689 | 44,739,689 |
Preferred Units and Associate_2
Preferred Units and Associated Call Right Liability - Additional Information (Detail) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Class Of Stock [Line Items] | |||||
Conversion of stock description | Ten for one | ||||
Proceeds from issuance of common stock, gross | $ 49,200,000 | ||||
Issuance costs | 100,000 | ||||
Proceeds from issuance of common stock, net | 48,400,000 | $ 60,482,000 | |||
Profits interests using option pricing model approach | 700,000 | ||||
Fair value of call right liability | 0 | ||||
Decrease to call right liability | $ 300,000 | ||||
Series A-1 | |||||
Class Of Stock [Line Items] | |||||
Conversion price | $ 0.2885 | ||||
Temporary equity redemption price per share | 0.2885 | ||||
Series A-2 | |||||
Class Of Stock [Line Items] | |||||
Conversion price | 0.4078 | ||||
Temporary equity redemption price per share | $ 0.4078 | ||||
Purchase units | 36,782,737 | ||||
Purchase price per units | $ 0.4078 | ||||
Series A-3 | |||||
Class Of Stock [Line Items] | |||||
Conversion price | 0.6392 | ||||
Temporary equity redemption price per share | $ 0.6392 | ||||
Purchase units | 23,466,834 | ||||
Purchase price per units | $ 0.6392 | ||||
Series A-4 | |||||
Class Of Stock [Line Items] | |||||
Conversion price | 0.9834 | ||||
Temporary equity redemption price per share | $ 0.9834 | ||||
Purchase units | 15,253,203 | ||||
Purchase price per units | $ 0.9834 | ||||
Series A4B | |||||
Class Of Stock [Line Items] | |||||
Conversion price | 0.9834 | ||||
Temporary equity redemption price per share | 0.9834 | ||||
Series A-5 | |||||
Class Of Stock [Line Items] | |||||
Conversion price | 1.10 | ||||
Temporary equity redemption price per share | $ 1.10 | ||||
Stock issued | $ 44,739,689 | ||||
Stock price per unit | $ 1.10 | ||||
Stock issued value | $ 300,000 | ||||
Class C Common Units | |||||
Class Of Stock [Line Items] | |||||
Stock issued | $ 4,509,750 | ||||
Proceeds from issuance of common stock, net | $ 720,000 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Outstanding Warrants (Detail) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Warrants Grant Date One [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Date Granted | Jun. 17, 2015 | Jun. 17, 2015 |
Number | 5,267,959 | 5,267,959 |
Exercise Price | $ 2.8474 | $ 2.8474 |
Expiration Date | Jul. 17, 2022 | Jul. 17, 2022 |
Warrants Grant Date Two [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Date Granted | Dec. 7, 2015 | Feb. 7, 2015 |
Number | 5,267,959 | 5,267,959 |
Exercise Price | $ 2.8474 | $ 2.8474 |
Expiration Date | Jul. 17, 2022 | Jul. 17, 2022 |
Warrants Grant Date Three [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Date Granted | Sep. 7, 2016 | Sep. 7, 2016 |
Number | 5,268,035 | 5,268,035 |
Exercise Price | $ 2.8474 | $ 2.8474 |
Expiration Date | Jul. 17, 2022 | Jul. 17, 2022 |
Warrants Grant Date Four [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Date Granted | Jul. 11, 2017 | Jul. 11, 2017 |
Number | 5,268,034 | 5,268,034 |
Exercise Price | $ 2.8474 | $ 2.8474 |
Expiration Date | Jul. 17, 2022 | Jul. 17, 2022 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jun. 17, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Percentage of units vest after one year | 25.00% | ||||||
Percentage of units vest description | Standard vesting for profits interests provide for 25% of units to vest after one year with the remaining vesting monthly thereafter over 36 months. | ||||||
Weighted average grant date fair value for options granted | $ 0.16 | $ 0.22 | |||||
Stock-based compensation expense | $ 2,536 | $ 249 | $ 2,966 | $ 689 | $ 900 | $ 700 | |
Unrecognized compensation cost relating to nonvested profits interests | $ 3,600 | ||||||
Unvested stock expected to be recognized over a weighted-average period | 2 years 2 months 12 days | ||||||
2020 Stock Option and Incentive Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of common stock reserved for issuance | 2,930,836 | 1,305,367 | 1,305,367 | ||||
Stock options, vesting period | 4 years | ||||||
Stock options, contractual life | 10 years | ||||||
Restricted Stock | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of common units forfeited | 666,227 | ||||||
Unvested stock expected to be recognized over a weighted-average period | 1 year 10 months 24 days | ||||||
Weighted-average grant-date fair value for profits interests granted | $ 2.34 | ||||||
Share awards granted | 0 | 879 | |||||
Unrecognized compensation cost relating to unvested restricted stock awards | $ 1,800 | $ 1,800 | |||||
Stock Option | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Weighted average grant date fair value for options granted | $ 3.42 | ||||||
Unrecognized compensation cost relating to nonvested profits interests | $ 3,300 | $ 3,300 | |||||
Unvested stock expected to be recognized over a weighted-average period | 2 years 1 month 6 days | ||||||
Stock Option | 2020 Stock Option and Incentive Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock options, contractual life | 9 years 10 months 24 days | ||||||
Employee terminations and resignations | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of common units forfeited | 10,588,659 | 1,186,127 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Unvested Profits Interest Unit Activity (Detail) - Profit Interest Units - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Shares | ||
Nonvested at the beginning | 19,932,277 | 9,765,439 |
Nonvested, Granted | 19,643,100 | 16,143,382 |
Nonvested, Vested | (7,044,620) | (4,790,327) |
Nonvested, Forfeited | (10,588,658) | (1,186,217) |
Nonvested at the ending | 21,942,099 | 19,932,277 |
Expected to vest | 21,942,099 | 19,932,277 |
Weighted average grant date fair value | ||
Nonvested at the beginning | $ 0.19 | $ 0.08 |
Nonvested, Granted | 0.16 | 0.22 |
Nonvested, Vested | 0.14 | 0.07 |
Nonvested, Forfeited | 0.21 | 0.12 |
Nonvested at the ending | $ 0.18 | $ 0.19 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Value Profits Interests Granted (Detail) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 6 years | 6 years | |
Risk-free rate | 1.74% | 2.51% | |
Expected volatility | 72.75% | 60.28% | |
Expected dividend yield | 0.00% | 0.00% | |
Stock Option | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 5 years 4 months 24 days | ||
Risk-free rate | 0.22% | ||
Expected volatility | 86.20% | ||
Expected dividend yield | 0.00% |
License, Research and Collabo_2
License, Research and Collaboration Agreements - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Collaboration agreement date | Oct. 14, 2016 | |||||
Upfront fee | $ 500,000 | |||||
Research and development | $ 3,670,000 | $ 5,979,000 | $ 10,498,000 | $ 19,146,000 | $ 22,449,000 | $ 27,095,000 |
Adimab Agreement | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Collaboration agreement date | Oct. 16, 2014 | Oct. 16, 2014 | ||||
Future milestone payments | 2,000,000 | $ 2,000,000 | $ 3,500,000 | |||
Research and development milestone payments | 1,000,000 | 1,500,000 | 1,500,000 | 0 | ||
Milestone payments | 0 | 0 | ||||
Other License and Research Agreements | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Research and development | 64,000 | $ 79,000 | 200,000 | $ 400,000 | 800,000 | 400,000 |
Cash payment for license agreement | 63,000 | 200,000 | 800,000 | 600,000 | ||
Clinical and regulatory milestone payments | $ 500,000 | $ 500,000 | 500,000 | |||
Horizon Transposase License Agreement | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Research and development | 0 | 300,000 | ||||
Horizon SSI License Agreement | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Research and development | $ 0 | $ 300,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Line Items] | ||||||
Lease extended | The Company currently leases laboratory and office space in Cambridge, MA. The Company also leases a vivarium and storage space in Cambridge, MA which was extended in June 2019 through January 2021 | |||||
Lease expiration date | Jan. 31, 2021 | |||||
Rental expense | $ 0.5 | $ 0.5 | $ 1.5 | $ 1.4 | $ 1.8 | $ 1.8 |
Sublease rental income | $ 0.5 | |||||
Minimum | ||||||
Commitments And Contingencies Disclosure [Line Items] | ||||||
Lease expiration date | Jan. 31, 2020 | |||||
Maximum | ||||||
Commitments And Contingencies Disclosure [Line Items] | ||||||
Lease expiration date | Jan. 31, 2021 |
Commitments and Contingencies_2
Commitments and Contingencies - Future Minimum Rental Payments under Leases (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating Leases, Future Minimum Payments Due. Remainder of 2020 | $ 481 | |
Operating Leases, Future Minimum Payments Due, Next fiscal year | 160 | $ 302 |
Operating Leases, Future Minimum Payments, Due in Two Years | 13 | |
Total future minimum rental payments | $ 641 | $ 315 |
Severance costs - Schedule of s
Severance costs - Schedule of severance costs (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | ||
Balances at December 31, 2017 | $ 0 | |
Additional severance agreements | $ 447 | 294 |
Payments | $ (667) | (74) |
Balances at December 31, 2018 | $ 220 |
Related Parties and Related-P_2
Related Parties and Related-Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | ||||||
Research and development expense | $ 3,670,000 | $ 5,979,000 | $ 10,498,000 | $ 19,146,000 | $ 22,449,000 | $ 27,095,000 |
Adimab, LLC | Collaboration Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Research and development expense | 0 | 1,500,000 | 1,500,000 | 0 | ||
StackWave, LLC | Software License and Services Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Research and development expense | 17,000 | 20,000 | 37,000 | |||
Capitalized software | $ 200,000 | $ 700,000 | $ 200,000 | $ 700,000 | $ 100,000 | $ 300,000 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income before Income Tax, Domestic and Foreign (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||||
Federal | $ (61) | $ (64) | |||
State | (30) | (39) | |||
Total | (91) | (103) | |||
Federal | 0 | 0 | |||
State | 0 | 0 | |||
Total provision for income taxes | $ (26) | $ (32) | $ (81) | $ (91) | $ (103) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating losses | $ 26 | |
Deferred tax asset before valuation allowance | 26 | |
Short-Term Valuation allowance | (26) | |
Net short-term deferred tax asset | $ 0 | 0 |
R&D and other credit carryforwards | 1,511 | 980 |
Deferred tax asset before valuation allowance | 1,511 | 980 |
Long-Term Valuation allowance | (1,511) | (980) |
Net long-term deferred tax asset | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Short term valuation allowance | $ 0 | $ 0.1 |
Long term valuation allowance | $ 1.5 | $ 1 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | Jun. 19, 2020USD ($)Holdershares | Jan. 08, 2020USD ($) | Jun. 30, 2020shares | Sep. 30, 2020USD ($)shares | Dec. 31, 2019USD ($)$ / sharesshares | Jun. 17, 2020shares |
Subsequent Event [Line Items] | ||||||
Common stock, shares issued | 52,120,062 | 9,073,002 | ||||
Common Stock, Value, Issued | $ | $ 5,000 | $ 1,000 | ||||
2020 Stock Option and Incentive Plan | ||||||
Subsequent Event [Line Items] | ||||||
Common stock reserved for future issuance | 1,305,367 | 2,930,836 | ||||
Common Stock | ||||||
Subsequent Event [Line Items] | ||||||
Shares of common stock sold | 12,096,442 | |||||
Common Stock | Private Placement Offering | ||||||
Subsequent Event [Line Items] | ||||||
Shares of common stock sold | 12,096,442 | 12,096,442 | ||||
Common Stock | 2020 Stock Option and Incentive Plan | ||||||
Subsequent Event [Line Items] | ||||||
Common stock reserved for future issuance | 2,930,836 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Operating Lease, Payments | $ | $ 1.8 | |||||
SubsequentEventMember | On January 8, 2020, the Company extended its lease on the laboratory and office space in Cambridge, MA through January 2021. Total additional lease payments expected in 2020 and 2021 as a result of the extension were approximately $1.8. | |||||
Subsequent Event [Member] | Olivia Ventures Inc | ||||||
Subsequent Event [Line Items] | ||||||
Number of holders membership interests cancelled with merger | Holder | 15 | |||||
Number of membership interests cancelled as a result of not accredited investors with merger | 131,472 | |||||
Cash consideration paid for canceling membership units | $ | $ 68,000 | |||||
Subsequent Event [Member] | Common Stock | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, shares issued | 31,627,139 | |||||
Subsequent Event [Member] | Common Stock | Private Placement Offering | ||||||
Subsequent Event [Line Items] | ||||||
Shares of common stock sold | 12,096,442 | |||||
Common Stock, Value, Issued | $ | $ 54,000,000 | |||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 5 | |||||
Additional Common Stock To Be Issued | 2,000,000 | |||||
Subsequent Event [Member] | Common Stock | 2020 Stock Option and Incentive Plan | ||||||
Subsequent Event [Line Items] | ||||||
Common stock reserved for future issuance | 2,930,836 | |||||
Maximum | Subsequent Event [Member] | Olivia Ventures Inc | ||||||
Subsequent Event [Line Items] | ||||||
Aggregate Common Shares held by pre-Merger stockholders | 5,000,000 | |||||
Maximum | Subsequent Event [Member] | Common Stock | Private Placement Offering | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, shares issued | 14,000,000 | |||||
Minimum | Subsequent Event [Member] | Olivia Ventures Inc | ||||||
Subsequent Event [Line Items] | ||||||
Aggregate number of common stock held by pre-Merger stockholders forfeited and surrendered for cancellation. | 4,000,000 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Jun. 19, 2020 | Jun. 17, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Class Of Stock [Line Items] | ||||||
Entity incorporation, date of incorporation | Mar. 20, 2018 | |||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | 50,000,000 | 300,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 5,000,000 | 10,000,000 | ||
Preferred stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
2020 Stock Option and Incentive Plan | ||||||
Class Of Stock [Line Items] | ||||||
Number of common stock reserved for issuance | 2,930,836 | 1,305,367 | ||||
Common Stock | ||||||
Class Of Stock [Line Items] | ||||||
Common stock shares issued under common membership interests | 31,627,139 | |||||
Aggregate number of common stock forfeited and surrendered for cancellation | 4,000,000 | |||||
Common stock held by pre-merger stockholders | 5,000,000 | |||||
Shares of common stock sold | 12,096,442 | |||||
Common Stock | Private Placement Offering | ||||||
Class Of Stock [Line Items] | ||||||
Shares of common stock sold | 12,096,442 | 12,096,442 | ||||
Purchase price per share | $ 5 | $ 5 | ||||
Net proceeds from private placement | $ 54.2 | |||||
Common Stock | 2020 Stock Option and Incentive Plan | ||||||
Class Of Stock [Line Items] | ||||||
Number of common stock reserved for issuance | 2,930,836 | |||||
Common Stock | Blockers | ||||||
Class Of Stock [Line Items] | ||||||
Common stock shares issued under equity interest | 7,428,217 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Potentially Dilutive Securities Outstanding Excluded from Computation of Diluted Weighted Average Shares Outstanding (Detail) - shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from computation of diluted weighted average shares outstanding | 2,721,261 | 35,660,642 |
Stock Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from computation of diluted weighted average shares outstanding | 1,625,469 | |
Restricted Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from computation of diluted weighted average shares outstanding | 1,095,792 | 1,916,891 |
Common Stock Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from computation of diluted weighted average shares outstanding | 3,114,145 | |
Convertible Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from computation of diluted weighted average shares outstanding | 30,629,606 |
Convertible Preferred Stock a_3
Convertible Preferred Stock and Stockholders' Equity (Deficit) - Additional Information (Detail) - USD ($) | Jun. 19, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Jun. 17, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Class Of Stock [Line Items] | ||||||||||
Convertible preferred stock, shares outstanding | 0 | 207,164,404 | 207,164,404 | |||||||
Common stock, shares issued | 52,120,062 | 9,073,002 | ||||||||
Payment to several nonaccredited investors | $ 69,000 | |||||||||
2020 Stock Option and Incentive Plan | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock reserved for issuance | 1,305,367 | 2,930,836 | ||||||||
Convertible Preferred Stock | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Convertible preferred stock, shares outstanding | 0 | 0 | 207,164,404 | 207,164,404 | 207,164,404 | 207,164,404 | 207,164,404 | 207,164,404 | ||
Common Stock | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Conversion of Compass Therapeutics LLC preferred shares into common shares upon consummation of the reverse merger, Shares | 30,629,606 | 30,629,606 | ||||||||
Shares of common stock sold | 12,096,442 | |||||||||
Common Stock | Private Placement Offering | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Shares of common stock sold | 12,096,442 | 12,096,442 | ||||||||
Purchase price per share | $ 5 | $ 5 | ||||||||
Common Stock | 2020 Stock Option and Incentive Plan | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock reserved for issuance | 2,930,836 | |||||||||
Common Stock | Olivia Ventures Inc | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock, shares issued | 1,000,000 |
Convertible Preferred Stock a_4
Convertible Preferred Stock and Stockholders' Equity (Deficit) - Summary of Convertible Preferred Stock Shares Outstanding (Detail) - shares | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Class Of Stock [Line Items] | ||||||||
Convertible preferred stock, shares issued | 0 | 207,164,404 | 207,164,404 | |||||
Convertible preferred stock, shares outstanding | 0 | 207,164,404 | 207,164,404 | |||||
Series A-1 | ||||||||
Class Of Stock [Line Items] | ||||||||
Convertible preferred stock, shares issued | 64,704,832 | 64,704,832 | ||||||
Convertible preferred stock, shares outstanding | 64,704,832 | 64,704,832 | ||||||
Series A-2 | ||||||||
Class Of Stock [Line Items] | ||||||||
Convertible preferred stock, shares issued | 36,782,734 | 36,782,734 | ||||||
Convertible preferred stock, shares outstanding | 36,782,734 | 36,782,734 | ||||||
Series A-3 | ||||||||
Class Of Stock [Line Items] | ||||||||
Convertible preferred stock, shares issued | 23,467,151 | 23,467,151 | ||||||
Convertible preferred stock, shares outstanding | 23,467,151 | 23,467,151 | ||||||
Series A-4 | ||||||||
Class Of Stock [Line Items] | ||||||||
Convertible preferred stock, shares issued | 15,253,415 | 15,253,415 | ||||||
Convertible preferred stock, shares outstanding | 15,253,415 | 15,253,415 | ||||||
Series A4B | ||||||||
Class Of Stock [Line Items] | ||||||||
Convertible preferred stock, shares issued | 22,216,583 | 22,216,583 | ||||||
Convertible preferred stock, shares outstanding | 22,216,583 | 22,216,583 | ||||||
Series A-5 | ||||||||
Class Of Stock [Line Items] | ||||||||
Convertible preferred stock, shares issued | 44,739,689 | 44,739,689 | ||||||
Convertible preferred stock, shares outstanding | 44,739,689 | 44,739,689 | ||||||
Convertible Preferred Stock | ||||||||
Class Of Stock [Line Items] | ||||||||
Convertible preferred stock, shares issued | 207,164,404 | |||||||
Convertible preferred stock, shares outstanding | 0 | 0 | 207,164,404 | 207,164,404 | 207,164,404 | 207,164,404 | 207,164,404 | 207,164,404 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Stock-Based Compensation Activity (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Employee Service Share Based Compensation Allocation of Recognized Period Costs [Line Items] | ||||||
Stock-based compensation expense | $ 2,536 | $ 249 | $ 2,966 | $ 689 | $ 900 | $ 700 |
Research and Development | ||||||
Employee Service Share Based Compensation Allocation of Recognized Period Costs [Line Items] | ||||||
Stock-based compensation expense | 374 | 103 | 486 | 278 | ||
General and Administrative | ||||||
Employee Service Share Based Compensation Allocation of Recognized Period Costs [Line Items] | ||||||
Stock-based compensation expense | $ 2,162 | $ 146 | $ 2,480 | $ 411 |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Unvested Restricted Stock Activity (Detail) - Restricted Stock - $ / shares | Jun. 17, 2020 | Sep. 30, 2020 |
Shares | ||
Nonvested at the beginning | 2,038,955 | |
Nonvested, Granted | 0 | 879 |
Nonvested, Vested | (277,815) | |
Nonvested, Forfeited or canceled | (666,227) | |
Nonvested at the ending | 1,095,792 | |
Estimated Fair Value Per Share | ||
Nonvested at the beginning | $ 2.04 | |
Nonvested, Granted | 2.34 | |
Nonvested, Vested | 1.51 | |
Nonvested, Forfeited or canceled | 1.78 | |
Nonvested at the ending | $ 2.34 |
Stock-Based Compensation - Sc_5
Stock-Based Compensation - Schedule of Weighted Average Assumptions on Grant Date Fair Value for Options Granted (Detail) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected term (in years) | 6 years | 6 years | ||
Risk-free rate | 1.74% | 2.51% | ||
Expected volatility | 72.75% | 60.28% | ||
Expected dividend yield | 0.00% | 0.00% | ||
Restricted Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected term (in years) | 6 years | 6 years | ||
Risk-free rate | 0.36% | 1.75% | ||
Expected volatility | 140.45% | 65.06% | ||
Expected dividend yield | 0.00% | 0.00% |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity (Detail) - 2020 Stock Option and Incentive Plan | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Weighted Average Remaining Contractual Life (in years) | |
Outstanding, Weighted Average Remaining Contractual Life at September 30, 2020 | 10 years |
Stock Option | |
Number of Nonvested Options | |
Granted | shares | 1,633,000 |
Forfeited/cancelled | shares | (7,531) |
Outstanding at September 30, 2020 | shares | 1,625,469 |
Vested at September 30, 2020 | shares | 647,707 |
Weighted Average Exercise Price Per Share | |
Granted | $ / shares | $ 5 |
Forfeited/cancelled | $ / shares | 5 |
Outstanding at September 30, 2020 | $ / shares | 5 |
Vested at September 30, 2020 | $ / shares | $ 5 |
Weighted Average Remaining Contractual Life (in years) | |
Outstanding, Weighted Average Remaining Contractual Life at September 30, 2020 | 9 years 10 months 24 days |
Vested, Weighted Average Remaining Contractual Life at September 30, 2020 | 9 years 9 months 18 days |