Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 31, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-39452 | |
Entity Registrant Name | INHIBRX, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-4257312 | |
Entity Address, Address Line One | 11025 N. Torrey Pines Road | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | La Jolla | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92037 | |
City Area Code | (858) | |
Local Phone Number | 795-4220 | |
Title of 12(b) Security | Common Stock, par value $0.0001 | |
Trading Symbol | INBX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 37,954,989 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001739614 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 112,704 | $ 128,664 |
Accounts receivable | 120 | 82 |
Receivables from related parties | 383 | 533 |
Prepaid expenses and other current assets | 5,825 | 2,893 |
Total current assets | 119,032 | 132,172 |
Property and equipment, net | 3,178 | 3,492 |
Right-of-use asset | 6,723 | 7,831 |
Other non-current assets | 245 | 245 |
Total assets | 129,178 | 143,740 |
Current liabilities: | ||
Accounts payable | 12,425 | 13,458 |
Accrued expenses | 8,326 | 13,357 |
Current portion of deferred revenue | 2,769 | 3,081 |
Current portion of lease liability | 1,630 | 1,503 |
Total current liabilities | 25,150 | 31,399 |
Non-current portion of deferred revenue | 110 | 737 |
Long-term debt, net of current portion and including final payment fee | 70,069 | 29,244 |
Non-current portion of lease liability | 5,469 | 6,707 |
Other non-current liabilities | 180 | 180 |
Total liabilities | 100,978 | 68,267 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity | ||
Preferred stock, $0.0001 par value; 15,000,000 shares authorized as of September 30, 2021 and December 31, 2020; no shares issued or outstanding as of September 30, 2021 and December 31, 2020. | 0 | 0 |
Common stock, $0.0001 par value; 120,000,000 shares authorized as of September 30, 2021 and December 31, 2020; 37,933,046 and 37,712,390 issued and outstanding as of September 30, 2021 and December 31, 2020, respectively. | 4 | 4 |
Additional paid-in-capital | 234,154 | 220,848 |
Accumulated deficit | (205,958) | (145,379) |
Total stockholders’ equity | 28,200 | 75,473 |
Total liabilities and stockholders’ equity | $ 129,178 | $ 143,740 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 15,000,000 | 15,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 120,000,000 | 120,000,000 |
Common stock, shares issued (in shares) | 37,933,046 | 37,712,390 |
Common stock, shares outstanding (in shares) | 37,933,046 | 37,712,390 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue: | ||||
Total revenue | $ 2,532 | $ 5,901 | $ 4,375 | $ 10,112 |
Operating expenses: | ||||
Research and development | 18,485 | 19,837 | 52,825 | 55,827 |
General and administrative | 2,848 | 1,622 | 8,710 | 4,621 |
Total operating expenses | 21,333 | 21,459 | 61,535 | 60,448 |
Loss from operations | (18,801) | (15,558) | (57,160) | (50,336) |
Other income (expense): | ||||
Interest expense, net | (1,778) | (4,428) | (3,437) | (10,284) |
Other income (expense), net | (1) | 0 | 20 | 5 |
Change in fair value of warrant liabilities | 0 | (24) | 0 | (24) |
Change in fair value of derivative liabilities | 0 | 0 | 0 | 2,651 |
Total other expense | (1,779) | (4,452) | (3,417) | (7,652) |
Loss before income tax expense | (20,580) | (20,010) | (60,577) | (57,988) |
Provision for income taxes | 0 | 0 | 2 | 0 |
Loss from equity method investment | 0 | 487 | 0 | 487 |
Net loss | $ (20,580) | $ (20,497) | $ (60,579) | $ (58,475) |
Net loss per share, basic (in dollars per share) | $ (0.54) | $ (0.77) | $ (1.60) | $ (2.78) |
Net loss per share, diluted (in dollars per share) | $ (0.54) | $ (0.77) | $ (1.60) | $ (2.78) |
Weighted-average shares of common stock outstanding, basic (in shares) | 37,893 | 26,750 | 37,818 | 21,019 |
Weighted-average shares of common stock outstanding, diluted (in shares) | 37,893 | 26,750 | 37,818 | 21,019 |
License fee revenue | ||||
Revenue: | ||||
Total revenue | $ 2,508 | $ 5,826 | $ 4,289 | $ 10,032 |
Grant revenue | ||||
Revenue: | ||||
Total revenue | $ 24 | $ 75 | $ 86 | $ 80 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | Convertible Preferred Stock | 2020 Convertible Note | 2019 and 2020 Notes | 2019 Convertible Note | Common Stock | Common StockConvertible Preferred Stock | Common Stock2019 and 2020 Notes | Additional Paid-In Capital | Additional Paid-In CapitalConvertible Preferred Stock | Additional Paid-In Capital2020 Convertible Note | Additional Paid-In Capital2019 and 2020 Notes | Additional Paid-In Capital2019 Convertible Note | Accumulated Deficit |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||
Beginning balance, preferred stock | $ 59,507 | |||||||||||||
Beginning balance, preferred stock (in shares) at Dec. 31, 2019 | 12,534,000 | |||||||||||||
Ending balance, preferred stock (in shares) at Mar. 31, 2020 | 12,534,000 | |||||||||||||
Ending balance, preferred stock at Mar. 31, 2020 | $ 59,507 | |||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 18,154,000 | |||||||||||||
Beginning balance at Dec. 31, 2019 | (93,569) | $ 2 | $ (24,316) | $ (69,255) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Stock-based compensation expense | 1,088 | 1,088 | ||||||||||||
Net loss | (20,093) | (20,093) | ||||||||||||
Ending balance (in shares) at Mar. 31, 2020 | 18,154,000 | |||||||||||||
Ending balance at Mar. 31, 2020 | $ (112,574) | $ 2 | (23,228) | (89,348) | ||||||||||
Beginning balance, preferred stock (in shares) at Dec. 31, 2019 | 12,534,000 | |||||||||||||
Ending balance, preferred stock (in shares) at Sep. 30, 2020 | 0 | |||||||||||||
Ending balance, preferred stock at Sep. 30, 2020 | $ 0 | |||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 18,154,000 | |||||||||||||
Beginning balance at Dec. 31, 2019 | (93,569) | $ 2 | (24,316) | (69,255) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net loss | (58,475) | |||||||||||||
Ending balance (in shares) at Sep. 30, 2020 | 37,710,000 | |||||||||||||
Ending balance at Sep. 30, 2020 | 91,729 | $ 4 | 219,455 | (127,730) | ||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||
Beginning balance, preferred stock | $ 59,507 | |||||||||||||
Beginning balance, preferred stock (in shares) at Mar. 31, 2020 | 12,534,000 | |||||||||||||
Ending balance, preferred stock (in shares) at Jun. 30, 2020 | 12,534,000 | |||||||||||||
Ending balance, preferred stock at Jun. 30, 2020 | $ 59,507 | |||||||||||||
Beginning balance (in shares) at Mar. 31, 2020 | 18,154,000 | |||||||||||||
Beginning balance at Mar. 31, 2020 | (112,574) | $ 2 | (23,228) | (89,348) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Stock-based compensation expense | 1,259 | 1,259 | ||||||||||||
Beneficial conversion feature (reversal of unamortized BCF) | $ 2,656 | $ 2,656 | ||||||||||||
Net loss | (17,885) | (17,885) | ||||||||||||
Ending balance (in shares) at Jun. 30, 2020 | 18,154,000 | |||||||||||||
Ending balance at Jun. 30, 2020 | (126,544) | $ 2 | (19,313) | (107,233) | ||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||
Beginning balance, preferred stock | $ 59,507 | |||||||||||||
Issuance of shares in conversion of preferred shares (in shares) | (12,534,000) | |||||||||||||
Issuance of shares in conversion of preferred shares | $ (59,507) | |||||||||||||
Ending balance, preferred stock (in shares) at Sep. 30, 2020 | 0 | |||||||||||||
Ending balance, preferred stock at Sep. 30, 2020 | $ 0 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Stock-based compensation expense | 1,303 | 1,303 | ||||||||||||
Issuance of shares upon exercise of stock options | 4 | 4 | ||||||||||||
Issuance of shares in IPO, net of issuance costs (in shares) | 8,050,000 | |||||||||||||
Issuance of shares in IPO, net of issuance costs | 125,863 | $ 1 | 125,862 | |||||||||||
Issuance of shares in conversion of convertible securities (in shares) | 7,211,000 | 4,295,000 | ||||||||||||
Issuance of shares in conversion of convertible securities | $ 59,507 | $ 59,393 | $ 1 | $ 59,506 | $ 59,393 | |||||||||
Beneficial conversion feature (reversal of unamortized BCF) | $ (2,107) | $ (5,332) | $ (2,107) | $ (5,332) | ||||||||||
Reclassification of warrant liabilities to equity | 139 | 139 | ||||||||||||
Net loss | (20,497) | (20,497) | ||||||||||||
Ending balance (in shares) at Sep. 30, 2020 | 37,710,000 | |||||||||||||
Ending balance at Sep. 30, 2020 | 91,729 | $ 4 | 219,455 | (127,730) | ||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||
Beginning balance, preferred stock | 0 | |||||||||||||
Beginning balance, preferred stock | $ 0 | |||||||||||||
Beginning balance, preferred stock (in shares) at Dec. 31, 2020 | 0 | |||||||||||||
Ending balance, preferred stock (in shares) at Mar. 31, 2021 | 0 | |||||||||||||
Ending balance, preferred stock at Mar. 31, 2021 | $ 0 | |||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 37,712,390 | 37,712,000 | ||||||||||||
Beginning balance at Dec. 31, 2020 | $ 75,473 | $ 4 | 220,848 | (145,379) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Stock-based compensation expense | 3,421 | 3,421 | ||||||||||||
Issuance of shares upon exercise of stock options (in shares) | 93,000 | |||||||||||||
Issuance of shares upon exercise of stock options | 988 | 988 | ||||||||||||
Net loss | (19,289) | (19,289) | ||||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 37,805,000 | |||||||||||||
Ending balance at Mar. 31, 2021 | $ 60,593 | $ 4 | 225,257 | (164,668) | ||||||||||
Beginning balance, preferred stock (in shares) at Dec. 31, 2020 | 0 | |||||||||||||
Ending balance, preferred stock (in shares) at Sep. 30, 2021 | 0 | |||||||||||||
Ending balance, preferred stock at Sep. 30, 2021 | $ 0 | |||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 37,712,390 | 37,712,000 | ||||||||||||
Beginning balance at Dec. 31, 2020 | $ 75,473 | $ 4 | 220,848 | (145,379) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Issuance of shares upon exercise of stock options (in shares) | 221,000 | |||||||||||||
Reclassification of warrant liabilities to equity | 140 | |||||||||||||
Net loss | $ (60,579) | |||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 37,933,046 | 37,933,000 | ||||||||||||
Ending balance at Sep. 30, 2021 | $ 28,200 | $ 4 | 234,154 | (205,958) | ||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||
Beginning balance, preferred stock | $ 0 | |||||||||||||
Beginning balance, preferred stock (in shares) at Mar. 31, 2021 | 0 | |||||||||||||
Ending balance, preferred stock (in shares) at Jun. 30, 2021 | 0 | |||||||||||||
Ending balance, preferred stock at Jun. 30, 2021 | $ 0 | |||||||||||||
Beginning balance (in shares) at Mar. 31, 2021 | 37,805,000 | |||||||||||||
Beginning balance at Mar. 31, 2021 | 60,593 | $ 4 | 225,257 | (164,668) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Stock-based compensation expense | 3,951 | 3,951 | ||||||||||||
Issuance of shares upon exercise of stock options (in shares) | 44,000 | |||||||||||||
Issuance of shares upon exercise of stock options | 485 | 485 | ||||||||||||
Net loss | (20,710) | (20,710) | ||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 37,849,000 | |||||||||||||
Ending balance at Jun. 30, 2021 | 44,319 | $ 4 | 229,693 | (185,378) | ||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||
Beginning balance, preferred stock | $ 0 | |||||||||||||
Ending balance, preferred stock (in shares) at Sep. 30, 2021 | 0 | |||||||||||||
Ending balance, preferred stock at Sep. 30, 2021 | $ 0 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Stock-based compensation expense | 3,493 | 3,493 | ||||||||||||
Issuance of shares upon exercise of stock options (in shares) | 84,000 | |||||||||||||
Issuance of shares upon exercise of stock options | 968 | 968 | ||||||||||||
Net loss | $ (20,580) | (20,580) | ||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 37,933,046 | 37,933,000 | ||||||||||||
Ending balance at Sep. 30, 2021 | $ 28,200 | $ 4 | $ 234,154 | $ (205,958) | ||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||
Beginning balance, preferred stock | $ 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (60,579) | $ (58,475) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 888 | 754 |
Accretion of debt discount and non-cash interest expense | 833 | 10,046 |
Stock-based compensation expense | 10,865 | 3,650 |
Non-cash lease expense | 1,108 | 1,020 |
Change in fair value of derivative liabilities | 0 | (2,651) |
Change in fair value of warrant liabilities | 0 | 24 |
Loss from equity method investment | 0 | 487 |
Gain on disposal of fixed assets | (9) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (38) | (482) |
Receivables from related parties | 150 | (44) |
Prepaid expenses and other current assets | (2,586) | 366 |
Accounts payable | (1,232) | 11,605 |
Accrued expenses and other current liabilities | (5,053) | 6,196 |
Operating lease liability | (1,111) | (995) |
Deferred revenue, current portion | (312) | (3,250) |
Deferred revenue, non-current portion | (627) | (830) |
Net cash used in operating activities | (57,703) | (32,579) |
Cash flows from investing activities | ||
Purchase of fixed assets | (597) | (752) |
Proceeds from the sale of property and equipment | 55 | 0 |
Net cash used in investing activities | (542) | (752) |
Cash flows from financing activities | ||
Proceeds from initial public offering, gross | 0 | 136,850 |
Costs associated with initial public offering | 0 | (10,558) |
Deferred offering costs paid | (148) | 0 |
Proceeds from the issuance of convertible notes | 0 | 15,000 |
Proceeds from the issuance of debt | 39,992 | 9,958 |
Payment of fees associated with debt | 0 | (86) |
Proceeds from the Paycheck Protection Program loan | 0 | 1,875 |
Repayment of principal on debt | 0 | (2,183) |
Final payment on debt | 0 | (1,400) |
Proceeds from the exercise of stock options | 2,441 | 4 |
Net cash provided by financing activities | 42,285 | 149,460 |
Net increase (decrease) in cash and cash equivalents | (15,960) | 116,129 |
Cash and cash equivalents at beginning of period | 128,664 | 11,540 |
Cash and cash equivalents at end of period | 112,704 | 127,669 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 2,001 | 172 |
Cash paid for income taxes | 2 | 0 |
Supplemental schedule of non-cash investing and financing activities | ||
Deferred offering costs included in accounts payable and accrued expenses | 198 | 430 |
Payable for purchase of fixed assets | 23 | 46 |
Conversion of preferred stock to common stock | 0 | 59,507 |
Conversion of the 2019 Note and the 2020 Notes to common stock | 0 | 53,394 |
Debt discount arising from convertible note beneficial conversion features and reversal of beneficial conversion features | 0 | 4,783 |
Operating lease liabilities arising from obtaining right-of-use assets | 0 | 1,752 |
Derivative liabilities arising from the issuance of the 2019 Note and the 2020 Notes | 0 | 735 |
Non-cash equity method investment | 0 | 487 |
Reclassification of warrant liabilities to equity | 0 | 139 |
Warrant liabilities issued to lender in conjunction with 2020 Loan Agreement | 0 | 115 |
Initial public offering costs included in accounts payable and accrued expenses | $ 0 | $ 5 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization Inhibrx, Inc., or the Company, or Inhibrx, is a clinical-stage biotechnology company focused on developing a broad pipeline of novel biologic therapeutic candidates. The Company combines a deep understanding of target biology with innovative protein engineering, proprietary discovery technologies, and an integrative approach to research and development to design highly differentiated therapeutic candidates. The Company’s current pipeline is focused on oncology and orphan diseases. Impact of COVID-19 Pandemic In response to the global outbreak of COVID-19 and the World Health Organization’s classification of the outbreak as a pandemic, the Company continues to take the necessary precautions to ensure the safety of its employees and to minimize interruptions to its operations. The full impact of the COVID-19 outbreak continues to evolve as of the date of these financial statements. While the pandemic has not yet had a material effect on the Company’s financial results, it is uncertain as to the full magnitude of impact the pandemic will have on the Company’s financial condition, liquidity and future results of operations. Management is actively monitoring the risks to public health and the impact of overall global business activity on its financial condition, liquidity, operations, suppliers, industry, and workforce. The U.S. federal government enacted the Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, which, among a number varied provisions aimed to ease tax burdens on companies during the COVID pandemic, permitted employers to defer the payment of the employer share of social security taxes due for the period beginning March 27, 2020 and ending December 31, 2020. Of the amounts deferred, 50% is required to be paid by December 31, 2021 and the remaining 50% is required to be paid by December 31, 2022. The Company began deferring payment of the employer share of social security taxes in April 2020. As of September 30, 2021 and December 31, 2020, the Company had deferred payment of $0.4 million of such taxes, $0.2 million of which are classified as accrued expenses and $0.2 million of which are classified as other non-current liabilities in the Company’s condensed consolidated balance sheets. The Company will continue to examine and evaluate any impacts the CARES Act and associated subsequent legislation may have on its business and taxes. Reverse Stock Split On August 11, 2020 the Company effected a one-for-1.7382 reverse stock split of the Company’s common stock, or the Reverse Stock Split. The par value and the authorized shares of the common stock were not adjusted as a result of the Reverse Stock Split. All issued and outstanding common stock and the conversion prices of the convertible preferred stock and convertible notes have been retroactively adjusted to reflect this Reverse Stock Split for all periods presented. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, or GAAP, and applicable rules and regulations of the Securities and Exchange Commission, or the SEC, related to an interim report on the Form 10-Q. The unaudited interim condensed financial statements reflect all adjustments which, in the opinion of management, are necessary for a fair statement of the results for the periods presented. All such adjustments are of a normal and recurring nature. The operating results presented in these unaudited interim condensed financial statements are not necessarily indicative of the results that may be expected for any future periods. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, the accompanying unaudited interim financial statements should be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2020, which are included in the Company’s Annual Report on Form 10-K filed with the SEC. Liquidity On August 21, 2020, the Company completed its initial public offering, or IPO, in which it sold 8,050,000 shares of common stock at an offering price of $17.00 per share. Net proceeds from the IPO were $125.9 million, net of underwriting discounts, commissions, and offering costs. As of September 30, 2021, the Company had an accumulated deficit of $206.0 million and cash and cash equivalents of $112.7 million. From its inception and through September 30, 2021, the Company has devoted substantially all of its efforts to therapeutic drug discovery and development, conducting preclinical studies and clinical trials, enabling manufacturing activities in support of its therapeutic candidates, organizing and staffing the Company, establishing its intellectual property portfolio and raising capital to support and expand these activities. The Company believes that its existing cash and cash equivalents will be sufficient to fund the Company’s operations for at least 12 months from the date these condensed consolidated financial statements are issued. The Company plans to finance its future cash needs through equity offerings, debt financings or other capital sources, including potential collaborations, licenses and other similar arrangements. If the Company does raise additional capital through public or private equity or convertible debt offerings, the ownership interests of its existing stockholders will be diluted, and the terms of those securities may include liquidation or other preferences that adversely affect its stockholders’ rights. If the Company raises capital through additional debt financings, it may be subject to covenants limiting or restricting its ability to take specific actions, such as incurring additional debt or making certain capital expenditures. To the extent that the Company raises additional capital through strategic licensing, collaboration or other similar agreement, it may have to relinquish valuable rights to its therapeutic candidates, future revenue streams or research programs at an earlier stage of development or on less favorable terms than it would otherwise choose, or to grant licenses on terms that may not be favorable to the Company. There can be no assurance as to the availability or terms upon which such financing and capital might be available in the future. If the Company is unable to secure adequate additional funding, it will need to reevaluate its operating plan and may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, delay, scale back or eliminate some or all of its development programs, or relinquish rights to its technology on less favorable terms than it would otherwise choose. These actions could materially impact its business, financial condition, results of operations and prospects. The Company currently has an effective shelf registration statement on Form S-3ASR filed with the SEC, or the Shelf Registration. The Shelf Registration statement permits the offering, issuance and sale by the Company of up to an aggregate offering price of $400.0 million of common stock, preferred stock, debt securities and warrants in one or more offerings and in any combination, of which common stock in an aggregate offering price of up to $200.0 million may be issued and sold by the Company through the Sales Agent pursuant to an Open Market Sale Agreement, or the Sales Agreement. As of September 30, 2021, no shares have been sold pursuant to the Sales Agreement. The rules and regulations of the SEC or any other regulatory agencies may restrict the Company’s ability to conduct certain types of financing activities, or may affect the timing of and amounts it can raise by undertaking such activities. Use of Estimates The preparation of these unaudited condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expense and the disclosure of contingent assets and liabilities in the Company’s financial statements and accompanying notes. The Company’s most significant estimates relate to evaluation of embedded derivative instruments and beneficial conversion features within its previously issued and outstanding convertible notes, whether revenue recognition criteria have been met, accounting for development work and preclinical studies and clinical trials, determining the assumptions used in measuring stock-based compensation, the incremental borrowing rate estimated in relation to the Company’s operating lease, and valuation allowances for the Company’s deferred tax assets. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. The Company’s actual results may differ from these estimates under different assumptions or conditions. Concentrations of Credit Risk The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on its cash balances due to the financial condition of the depository institutions in which those deposits are held. Fair Value Measurements The Company determines the fair value measurements of applicable assets and liabilities based on a three-tier fair value hierarchy established by accounting guidance and prioritizes the inputs used in measuring fair value. These tiers include: • Level 1 - Quoted prices in active markets for identical assets or liabilities. • Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The 2019 Note and the 2020 Notes contained embedded derivative liabilities (see Note 4). The 2020 Loan Agreement contained warrant liabilities (see Note 3). Prior to the completion of the IPO in August 2020, these were classified within Level 3 of the hierarchy, since they were valued by using inputs that were unobservable in the market. Upon the consummation of the IPO in August 2020 and as of September 30, 2021 and December 31, 2020, the derivative liabilities and warrant liabilities no longer existed. Deferred Offering Costs Deferred offering costs are legal, accounting, printing, and filing fees that the Company has capitalized that are directly related to the Shelf Registration. Deferred costs associated with the Shelf Registration will be reclassified to additional paid-in capital on a pro-rata basis when the Company completes offerings under the Shelf Registration, with any remaining deferred offering costs to be charged to the results of operations at the end of the three-year life of the Shelf Registration. Revenue Recognition The Company has generated revenue from its license and collaboration agreements with partners, as well as from grants from government agencies and private not-for-profit organizations. Payments received from customers are included in deferred revenue, allocated between current and non-current on the condensed consolidated balance sheet until all revenue recognition criteria are met. In accordance with ASC Topic 606, Revenue from Contracts with Customers, or ASC Topic 606, the Company recognizes revenue when, or as, the promised goods or services are transferred to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those services. To determine revenue recognition for arrangements the Company concludes are within the scope of ASC Topic 606, the Company performs the following five steps: (1) identify the contract(s) with a customer; (2) identify the performance obligation(s) in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligation(s) in the contract; and (5) recognize revenue when (or as) the performance obligation(s) are satisfied. At contract inception, the Company assesses the goods or services promised within each contract, assesses whether each promised good or service is distinct and identifies those that are performance obligations. The Company recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when, or as, the performance obligation is satisfied. Collaborative Research, Development, and License Agreements The Company enters into collaborative agreements with partners that typically include one or more of the following: (1) license fees; (2) nonrefundable up-front fees; (3) payments for reimbursement of research costs; (4) payments associated with achieving specific development, regulatory, or commercial milestones; and (5) royalties based on specified percentages of net product sales, if any. At the initiation of an agreement, the Company analyzes whether each unit of account results in a contract with a customer under ASC Topic 606 or in an arrangement with a collaborator subject to guidance under ASC Topic 808, Collaborative Arrangements, or ASC Topic 808. The Company’s licensing arrangements are typically for functional intellectual property as it exists at a point in time, being the time that the license agreement is executed. The Company typically does not have an ongoing performance obligation to support or maintain the licensed intellectual property. The Company considers a variety of factors in determining the appropriate estimates and assumptions under these arrangements, such as whether the elements are distinct performance obligations, whether there are observable stand-alone prices, and whether any licenses are functional or symbolic. The Company evaluates each performance obligation to determine if it can be satisfied and recognized as revenue at a point in time or over time. Typically, license fees, non-refundable upfront fees, and funding of research activities are considered fixed, while milestone payments are identified as variable consideration which must be evaluated to determine if it is constrained and, therefore, excluded from the transaction price. The Company estimates the amount of variable consideration using the most likely amount, as milestone payments typically only have two possible outcomes. The Company recognizes revenue for sales-based royalty promised in exchange for the license of intellectual property only when the subsequent sale occurs. In the case of an agreement which provides the partner with an option to license a therapeutic or therapeutic candidate in the future, the Company evaluates whether this option represents a material right at the inception of the agreement. If determined to be a material right, the Company will consider the option a separate performance obligation. The Company has historically concluded that the option to grant a license in the future are not material rights as they are contingent upon future events which may not occur. When an option is exercised, the Company will identify any separate performance obligations. The Company may allocate transaction price using a number of methods including estimating standalone selling price of performance obligations and using the residual approach when the standalone selling price of the license is highly variable or uncertain, and observable standalone selling prices exist for the other goods or services promised in the contract. Research and Development and Clinical Trial Accruals Research and development costs are expensed as incurred and include the cost of compensation and related expenses, as well as expenses for third parties who conduct research and development on the Company’s behalf, pursuant to development and consulting agreements in place. The Company’s preclinical studies and clinical trials are performed internally, by third party contract research organizations, or CROs, and/or clinical investigators. The Company also engages with contract development and manufacturing organizations, or CDMOs, for clinical supplies and manufacturing scale-up activities related to its therapeutic candidates. Invoicing from these third parties may be monthly based upon services performed or based upon milestones achieved. The Company accrues these expenses based upon its assessment of the status of each clinical trial and the work completed, and upon information obtained from the CROs and CDMOs. The Company’s estimates are dependent upon the timeliness and accuracy of data provided by the CROs and CDMOs regarding the status and cost of the studies. Costs incurred related to the Company’s purchases of in-process research and development for early-stage products or products that are not commercially viable and ready for use, or have no alternative future use, are charged to expense in the period incurred. Costs incurred related to the licensing of products that have not yet received regulatory approval to be marketed, or that are not commercially viable and ready for use, or have no alternative future use, are charged to expense in the period incurred. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred income taxes are recorded for temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets and liabilities reflect the tax rates expected to be in effect for the years in which the differences are expected to reverse. A valuation allowance is provided if it is more likely than not that some or all of the deferred tax assets will not be realized. Net Loss Per Share Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the same period. Diluted net loss per share is computed by dividing net loss by the weighted average number of common and common equivalent shares outstanding during the same period. The Company excludes common stock equivalents from the calculation of diluted net loss per share when the effect is anti-dilutive. For purposes of the diluted net loss per share calculation, the convertible preferred stock, convertible notes, warrants for purchase of common stock, and stock options are considered to be potentially dilutive securities. Basic and diluted net loss attributable to common stockholders per share is presented in conformity with the two class method required for participating securities as the convertible preferred stock is considered a participating security for the nine months ended September 30, 2020. The Company’s participating securities do not have a contractual obligation to share in the Company’s losses. As such, the net loss was attributed entirely to common stockholders. Accordingly, for the nine months ended September 30, 2021 and 2020, there is no difference in the number of shares used to calculate basic and diluted shares outstanding. Potentially dilutive securities not included in the calculation of diluted net loss per share, because to do so would be anti-dilutive, are as follows (in thousands): AS OF SEPTEMBER 30, 2021 2020 Outstanding stock options 3,983 2,355 Warrants to purchase common stock 7 7 3,990 2,362 Segment Information The Company operates under one segment which develops biologic therapeutic candidates. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies. The Company believes that the impact of the recently issued accounting pronouncements that are not yet effective will not have a material impact on its condensed consolidated financial condition or results of operations upon adoption. The Company has irrevocably elected not to take advantage of the extended transition period afforded by the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act, for the implementation of new or revised accounting standards and, as a result, will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Adoption of New Accounting Pronouncements In January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities, or Topic 321, Investments-Equity Method and Joint Ventures, or Topic 323, and Derivatives and Hedging, or Topic 815, - Clarifying the Interactions between Topic 321, Topic 323, and Topic 815, which addresses the accounting for the transition into and out of the equity method and provides clarification of the interaction of rules for equity securities, the equity method of accounting, and forward contracts and purchase options on certain types of securities. The amendments clarify that: (a) an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method; and (b) an entity should not consider whether, upon the settlement of the forward contract or exercise of the purchased option, individually or with existing investments, the underlying securities would be accounted for under the equity method in Topic 323 or the fair value option in accordance with the financial instruments guidance in Topic 825. The provisions of this guidance are to be applied prospectively upon their effective date. ASU 2020-01 was effective for fiscal years beginning after December 15, 2020, and interim periods within those years. Early adoption was permitted, but required simultaneous adoption of all provisions of this guidance. The Company adopted this guidance as of January 1, 2021, which did not result in a material impact on its condensed consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes : Simplifying the Accounting for Income Taxes, or Topic 740, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. ASU 2019-12 also improves consistent application and simplification of other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 was effective for fiscal years beginning after December 15, 2020. The Company adopted this guidance as of January 1, 2021, which did not result in a material impact on its condensed consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options, or Subtopic 470-20 and Derivatives and Hedging—Contracts in Entity’s Own Equity, or Subtopic 815-40: Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. Specifically, ASU 2020-06 simplifies accounting for the issuance of convertible instruments by removing major separation models required under current GAAP. In addition, the ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and simplifies the diluted earnings per share, or EPS, calculation in certain areas. ASU 2020-06 will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, beginning in fiscal years which begin after December 15, 2020, including interim periods within those fiscal years. The Company early adopted ASU 2020-06 under a modified retrospective approach as of January 1, 2021. As a result of the adoption, there was no impact on retained earnings or other components of equity or to earnings per share in the Company’s condensed consolidated financial statements. |
OTHER FINANCIAL INFORMATION
OTHER FINANCIAL INFORMATION | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
OTHER FINANCIAL INFORMATION | OTHER FINANCIAL INFORMATION Prepaid Expense and Other Current Assets Prepaid expense and other current assets were comprised of the following (in thousands): AS OF AS OF SEPTEMBER 30, 2021 DECEMBER 31, 2020 Outside research and development services $ 4,732 $ 2,204 Deferred offering costs 346 — Other 747 689 Prepaid expense and other current assets $ 5,825 $ 2,893 Property and Equipment, Net Property and equipment, net were comprised of the following (in thousands): AS OF AS OF SEPTEMBER 30, 2021 DECEMBER 31, 2020 Machinery and equipment $ 6,202 $ 5,652 Leasehold improvements 441 441 Computer software 42 — Furniture and fixtures 514 507 Construction in process 82 257 Total property and equipment 7,281 6,857 Less: accumulated depreciation and amortization (4,103) (3,365) Property and equipment, net $ 3,178 $ 3,492 Depreciation and amortization expense totaled $0.3 million for each of the three months ended September 30, 2021 and 2020, and $0.9 million and $0.8 million for the nine months ended September 30, 2021 and 2020, respectively. Accrued Expenses Accrued expenses were comprised of the following (in thousands): AS OF AS OF SEPTEMBER 30, 2021 DECEMBER 31, 2020 Accrued research and development $ 6,138 $ 11,529 Accrued compensation expense 1,114 1,165 Accrued professional fees 476 282 Other 598 381 Accrued expenses $ 8,326 $ 13,357 |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT 2020 Loan Agreement On July 15, 2020, the Company entered into a loan and security agreement, or the 2020 Loan Agreement, with Oxford Finance LLC, or Oxford, pursuant to which it received $10.0 million in gross proceeds, net of $0.1 million of debt issuance costs. On November 12, 2020, the Company entered into an amendment to the 2020 Loan Agreement, or the November 2020 Amendment, and received $20.0 million in additional gross proceeds, net of $0.02 million of debt issuance costs and $0.7 million of a one-time first amendment fee. The November 2020 Amendment provided for two additional tranches of term loans, in addition to the first $10.0 million tranche, or Term A, for an aggregate principal amount of up to $50.0 million, as follows: (a) the second tranche in an aggregate principal amount of $20.0 million, funded upon the closing of the November 2020 Amendment, or Term B, and (b) the third tranche in an aggregate principal amount of $20.0 million to fund on or before September 30, 2021, subject to the initiation of a potentially registration-enabling trial for the Company’s therapeutic candidate, INBRX-109, in unresectable or metastatic conventional chondrosarcoma, pursuant to the terms of the November 2020 Amendment, or Term C. The terms of Term A under the 2020 Loan Agreement were modified to align with Term B pursuant to the November 2020 Amendment. On June 18, 2021, the Company entered into an additional amendment to the 2020 Loan Agreement, or the June 2021 Amendment (collectively with the November 2020 Amendment, the Amended 2020 Loan Agreement). Pursuant to the June 2021 Amendment, the principal amount of the Term C Loan was increased from $20.0 million to $40.0 million. All terms of the Term C Loan align with the existing terms of the Term A and Term B Loans. Upon execution of the June 2021 Amendment and based on the initiation of a potentially registration-enabling trial in unresectable or metastatic conventional chondrosarcoma, the Company drew the Term C Loan and received $40.0 million in gross proceeds, net of $0.01 million of debt issuance costs. As of September 30, 2021, the Company has $70.0 million in gross principal outstanding in term loans under the Amended 2020 Loan Agreement. The outstanding term loans will mature on November 1, 2025, or the Amended Maturity Date, and bear interest at a floating per annum rate equal to the greater of (1) 7.96% and (2) the sum of (i) the 30 day U.S. Dollar LIBOR rate reported in The Wall Street Journal on the last business day of the month that immediately precedes the month in which the interest will accrue, plus (ii) 7.80%. The repayment schedule provides for interest-only payments until January 1, 2025. The interest-only period is followed by 11 months of equal payments of principal and interest. Upon the Amended Maturity Date, a final payment of 9.0% of the original principal amount will be due to Oxford. This final payment of $6.3 million is being accreted over the life of the Amended 2020 Loan Agreement using the effective interest method. The Company has the option to prepay the outstanding balance of the term loans in full prior to the Maturity Date, subject to a prepayment fee ranging from 1.0% to 3.0%, depending upon the timing of the prepayment. All other terms of the original 2020 Loan Agreement remain outstanding. The Company’s outstanding debt balance under the Amended 2020 Loan Agreement consisted of the following (in thousands). AS OF AS OF SEPTEMBER 30, 2021 DECEMBER 31, 2020 Term A $ 10,900 $ 10,900 Term B 21,800 21,800 Term C 43,600 — Less: debt discount (6,231) (3,456) Total debt 70,069 29,244 Less: Current portion, including debt discount — — Long-term debt, including debt discount $ 70,069 $ 29,244 In November 2020 and June 2021, the Company evaluated the amendments and determined they should be treated as modifications of the original 2020 Loan Agreement since the terms and resulting cash flow were not substantially changed in either the November 2020 Amendment or the June 2021 Amendment. The Company will continue to amortize the existing debt discounts prior to modification through the Amended Maturity Date. The Company’s obligations under the Amended 2020 Loan Agreement are secured by a first priority security interest of substantially all of the Company’s assets, other than its intellectual property. The Amended 2020 Loan Agreement includes customary events of default, including instances of a material adverse change in the Company’s operations, that may require prepayment of the outstanding term loans. Additionally, following the June 2021 Amendment, the Amended 2020 Loan Agreement requires a minimum cash balance of $20.0 million to be maintained in a collateral account. As of September 30, 2021, the Company is in compliance with all covenants under the Amended 2020 Loan Agreement and has not received any notification or indication from Oxford of an intent to declare the loan due prior to maturity. Concurrently with the debt issuance in July 2020, the Company issued to Oxford warrants to purchase shares of the Company’s capital stock equal to 1.25% of the funded amount, or $125,000. Upon issuance, the warrants were exercisable for preferred stock and were classified as liabilities pursuant to Topic ASC 480 at their fair value of $0.12 million. Upon the consummation of the Company’s IPO in August 2020, the Company remeasured the warrants and determined a fair value of approximately $0.14 million. The change in fair value was recorded as a change in fair value of warrant liabilities within other income in the Company’s condensed consolidated statements of operations during the third quarter of 2020. As of September 30, 2021, the warrants are equity-classified and are exercisable for 7,354 shares of common stock of the Company at a strike price of $17.00 per share. Interest Expense Interest expense is calculated using the effective interest method and is inclusive of non-cash amortization of the debt discount and accretion of the final payment. Interest expense was approximately $1.8 million and $3.6 million for the three and nine months ended September 30, 2021, respectively, as related to the Amended 2020 Loan Agreement. Interest expense is calculated using the effective interest method and is inclusive of non-cash amortization of the debt discount and accretion of the final payment. Interest expense was approximately $0.3 million for the three and nine months ended September 30, 2020, as related to the Amended 2020 Loan Agreement. Interest expense related to the Company’s previous loan and security agreement, as amended, or the 2015 Loan Agreement, with Oxford, was approximately $44,000 for the nine months ended September 30, 2020. The Company recorded no interest expense for the three months ended September 30, 2020 related to the 2015 Loan Agreement since it was paid in full in March 2020. |
CONVERTIBLE PROMISSORY NOTES
CONVERTIBLE PROMISSORY NOTES | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE PROMISSORY NOTES | CONVERTIBLE PROMISSORY NOTES In May 2019, the Company issued a convertible promissory note, or the 2019 Note, in the aggregate principal amount of $40.0 million to DRAGSA 50, LLC, an entity affiliated with Viking Global Investors LP, or Viking, in a private placement transaction. The 2019 Note began to accrue interest in February 2020 at a rate of 1.5% per month. In April 2020, the Company issued convertible promissory notes, or the 2020 Notes, in the aggregate principal amount of $15.0 million to Viking and certain other investors in a private placement transaction. Upon issuance, the 2020 Notes accrued interest at a rate of 1.0% per month. Conversion Upon IPO On August 21, 2020, the Company completed its IPO. The aggregate total balance of the 2019 Note, or $43.7 million, converted at the fixed price of $14.35 per share, resulting in the issuance of 3,046,467 shares of common stock to the holder. The aggregate total balance of the 2020 Notes, or $15.7 million, converted at a fixed price of $12.56 per share, resulting in the issuance of 1,248,136 shares of common stock to the holders. Debt Discount and Derivative Liabilities Upon issuance of the 2019 Note and the 2020 Notes, the Company recorded debt discounts related to beneficial conversion features, or BCFs, as well as derivative liabilities and debt issuance costs. Upon conversion of the 2019 Note and the 2020 Notes, the Company remeasured the intrinsic value of the BCFs which resulted in a reversal of the remaining unamortized discounts associated with the BCFs, resulting in a $7.4 million impact to additional paid-in-capital. Additionally, the Company accelerated the unamortized debt discounts related to the debt issuance costs and the derivative liabilities, resulting in a $2.2 million charge to interest expense during the third quarter of 2020. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY Amended and Restated Certificate of Incorporation On August 21, 2020, upon completion of the IPO, the Company’s certificate of incorporation was amended and restated to authorize 120,000,000 shares of common stock and 15,000,000 shares of preferred stock, each with a par value of $0.0001 per share. Convertible Preferred Stock In connection with the completion of the Company’s IPO in August 2020, all of the outstanding shares of convertible preferred stock were converted into 7,211,086 shares of the Company’s common stock. Prior to its conversion to common stock, the convertible preferred stock was classified as temporary, or mezzanine, equity on the accompanying condensed consolidated balance sheets since the shares contained certain redemption features that were not solely within the control of the Company. The Company had not previously accreted the convertible preferred stock to its redemption value since the shares were not currently redeemable and redemption was not deemed to be probable. No convertible preferred stock was authorized or issued as of September 30, 2021 and December 31, 2020. Common Stock In September 2021, the Company entered into the Sales Agreement with the Sales Agent, under which it may, from time to time, sell shares of its common stock having an aggregate offering price of up to $200.0 million through the Sales Agent, or the ATM Offering. Pursuant to the Sales Agreement, the Company will pay the Sales Agent a commission for its services in acting as an agent in the sale of common stock in an amount equal to 3% of the gross sales price per share sold. No shares have been sold under the ATM Offering as of September 30, 2021. Common Stock Warrants As discussed in Note 3, the Company issued warrants to Oxford concurrently with the 2020 Loan Agreement. Upon the consummation of the Company’s IPO in August 2020, the warrants became exercisable for 7,354 shares of common stock of the Company at $17.00 per share. As of September 30, 2021, the warrants are equity-classified and reflected in additional paid-in-capital at $0.14 million. The fair value of the warrants was determined using the Black-Scholes model on the date of reclassification. No subsequent remeasurement is required for equity-classified warrants. |
EQUITY COMPENSATION PLAN
EQUITY COMPENSATION PLAN | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
EQUITY COMPENSATION PLAN | EQUITY COMPENSATION PLAN Stock Incentive Plan The Company’s share-based compensation plan, the Amended and Restated 2017 Employee, Director and Consultant Equity Incentive Plan, or the 2017 Plan, provides for the issuance of incentive stock options, restricted and unrestricted stock awards, and other stock-based awards. As of September 30, 2021, an aggregate of 4.5 million shares of common stock were reserved for issuance under the 2017 Plan, of which 0.3 million were available. Stock Option Activity The Company recognizes compensation costs related to stock-based awards, including stock options, based on the estimated fair value of the awards on the date of grant. The Company grants options with an exercise price equal to the fair market value of the Company’s stock on the date of the option grant. The options are subject to four-year vesting with a one-year cliff and have a contractual term of 10 years. A summary of the Company’s stock option activity under its 2017 Plan for the nine months ended September 30, 2021 is as follows (in thousands, except for per share data and years): Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding as of December 31, 2020 2,525 $ 11.80 Granted 2,079 $ 31.75 Exercised (221) $ 11.06 Forfeited (400) $ 23.18 Outstanding as of September 30, 2021 3,983 $ 21.11 8.3 $ 49,078 Vested and exercisable as of September 30, 2021 1,227 $ 11.00 6.7 $ 27,367 The aggregate intrinsic value of stock options exercised during the nine months ended September 30, 2021 was $3.4 million. Aggregate intrinsic value of stock options outstanding is calculated using the fair value of common stock at September 30, 2021. The aggregate intrinsic value of stock options exercised is calculated using the fair value of common stock at each date of exercise. Stock-Based Compensation Expense The weighted-average assumptions used by the Company to estimate the fair value of stock option grants using the Black-Scholes option pricing model, as well as the resulting weighted-average fair value for the nine months ended September 30, 2021 and 2020 were as follows: NINE MONTHS ENDED SEPTEMBER 30, 2021 2020 Risk-free interest rate 0.67 % 0.41 % Expected volatility 93.55 % 97.78 % Expected dividend yield — % — % Expected term 6.08 6.08 Weighted average fair value $ 24.01 $ 9.33 Stock-based compensation expense for stock options consisted of the following (in thousands): THREE MONTHS ENDED NINE MONTHS ENDED 2021 2020 2021 2020 Research and development $ 2,696 $ 1,103 $ 8,679 $ 3,149 General and administrative 797 200 2,186 501 Total stock-based compensation expense $ 3,493 $ 1,303 $ 10,865 $ 3,650 As of September 30, 2021, the Company had $45.4 million of total unrecognized stock-based compensation expense related to its stock options, which is expected to be recognized over a weighted-average period of 3.1 years. |
LICENSE AND GRANT REVENUES
LICENSE AND GRANT REVENUES | 9 Months Ended |
Sep. 30, 2021 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
LICENSE AND GRANT REVENUES | LICENSE AND GRANT REVENUES The following table summarizes the total revenue recorded in the Company’s condensed consolidated statements of operations (in thousands): THREE MONTHS ENDED NINE MONTHS ENDED 2021 2020 2021 2020 License fee revenue from affiliates Elpiscience Biopharmaceuticals, Inc. $ — $ 2,000 $ — $ 2,000 Total license fee revenue from affiliates — 2,000 — 2,000 License fee revenue Phylaxis BioScience, LLC 460 809 1,838 809 2seventy bio, Inc. 2,000 — 2,100 400 Chiesi Farmaceutici S.p.A. 48 1,967 351 5,773 Other license revenues from non-affiliates — 1,050 — 1,050 Total license fee revenue 2,508 3,826 4,289 8,032 Grant revenue 24 75 86 80 Total revenue $ 2,532 $ 5,901 $ 4,375 $ 10,112 License and Collaboration Agreements Elpiscience In April 2018, the Company entered into a License Agreement, or the OX40 License Agreement, with Elpiscience Biopharmaceuticals, Inc., or Elpiscience, whereby the Company granted Elpiscience an exclusive license to the Company’s multivalent protein therapeutic directed to the biological target OX40, or INBRX-106. This license provides Elpiscience with the right to further advance the therapeutic candidate through clinical trials, as well as to manufacture and commercialize it, in China, Hong Kong, Macau and Taiwan. It also requires the Company to provide Elpiscience with know-how and materials specific to INBRX-106, including process development and manufacturing data and information necessary to develop INBRX-106. In the OX40 License Agreement, the Company also agreed to negotiate an agreement to supply Elpiscience with INBRX-106 for its development in Mainland China, Hong Kong, Macau and Taiwan. The Company is eligible to receive certain developmental and commercial milestone payments of up to an aggregate of $100.0 million, as well as percentage tiered royalties on future product sales with rates in the high single-digits. Due to the uncertainty in the achievement of the developmental and commercial milestones, the variable consideration associated with the future milestone payments has been fully constrained (excluded) from the transaction price until such time that the Company concludes that it is probable that a significant reversal of previously recognized revenue will not occur. This will be re-assessed at each reporting period. In September 2020, the Company achieved a milestone event under the OX40 License Agreement for $2.0 million, which was received during September 2020. The Company recognized revenue of $2.0 million during the three and nine months ended September 30, 2020 related to this agreement. During the three and nine months ended September 30, 2021, the Company recognized no revenue related to this agreement. Phylaxis In July 2020, the Company entered into a joint venture with an entity affiliated with ArrowMark Partners, Phylaxis BioScience, LLC, or Phylaxis. In connection with the joint venture, the Company entered into the following agreements: Contribution Agreement, License Agreement, Limited Liability Company Agreement, and Master Services Agreement, or collectively the Phylaxis Agreements, pursuant to which the Company licensed certain intellectual property and know-how to Phylaxis and agreed to provide services to develop certain compounds. Upon closing, the Company received a $2.5 million nonrefundable, upfront payment from Phylaxis under the Master Services Agreement, or MSA. The Company has also received an additional $2.5 million, which was payable within 180 days from closing under the MSA, in two payments of $1.25 million each, received in October 2020 and January 2021. Upon closing, the Company received a 10% equity interest in Phylaxis as consideration for the contribution of the license of the Company’s intellectual property and know-how and is entitled to receive an additional 5% based on the achievement of certain milestones. Under the License Agreement, the Company is also entitled to specified development and commercialization milestone payments of up to an aggregate of $225.0 million and $175.0 million, respectively. The Company is also entitled to share in a percentage of the profits of Phylaxis under the Limited Liability Company Agreement. In order to determine the fair value of the equity interest in Phylaxis, the Company engaged a third-party valuation specialist. The valuation report utilized a market approach to establish the total equity value of Phylaxis using inputs not observable in the market, including the discount rate. The fair value of the equity interest was $0.5 million, which has been accounted for under the equity method. The fair value of the equity interest upon the execution of the agreements has been included in the transaction price, along with the $5.0 million of payments due pursuant to the MSA. The Company identified the transfer of the exclusive licenses for, and performance of, development services to modify the first and second compounds as one performance obligation and allocated the transaction price evenly between the two compounds. Revenue related to the performance obligation will be recognized over time as services are performed, based on the Company’s progress to satisfy the performance obligation. During the three and nine months ended September 30, 2021, the Company recognized $0.5 million and $1.8 million, respectively, of revenue related to this performance obligation. During the three and nine months ended September 30, 2020, the Company recognized $0.8 million of revenue related to this performance obligation. As of September 30, 2021, deferred revenue related to the Phylaxis Agreements was $1.7 million, all of which was classified as current. As of December 31, 2020, current and non-current deferred revenue related to the Phylaxis Agreements were $1.6 million and $0.6 million, respectively. The Company expects to complete all work related to these agreements and recognize revenue in its entirety through the second half of 2022. 2seventy bio, Inc. 2018 License Agreement On December 20, 2018, the Company entered into a License Agreement with bluebird bio, Inc., or bluebird, whereby the Company granted bluebird the exclusive, worldwide rights to develop, manufacture, and commercialize certain cell therapy products containing binders. In November 2021, bluebird assigned the agreement, which we refer to as the 2018 2seventy Agreement, to its affiliate, 2seventy bio, Inc., or 2seventy, in connection with an internal restructuring and subsequent spin-out of 2seventy. Under this agreement, the Company is entitled to receive specified development milestone payments of up to an aggregate of $51.5 million per therapeutic, as well as percentage tiered royalties on future product sales with rates in the mid-single-digits. Due to the uncertainty in the achievement of the developmental milestones, the variable consideration associated with the future milestone payments has been fully constrained (excluded) from the transaction price until such time that the Company concludes that it is probable that a significant reversal of previously recognized revenue will not occur. These estimates will be re-assessed at each reporting period. In July 2021, a milestone event under the 2018 2seventy Agreement was achieved and the Company recognized $2.0 million of revenue at that point in time. The Company received the associated $2.0 million payment in August 2021. During each of the three and nine months ended September 30, 2021, the Company recognized a total of $2.0 million in revenue related to this agreement. During the three and nine months ended September 30, 2020, the Company recognized no revenue related to this agreement. 2020 Option and License Agreement In June 2020, the Company entered into an Option and License Agreement with bluebird, pursuant to which the Company granted to bluebird exclusive worldwide development licenses to develop binders and cell therapy products containing single domain antibodies, or sdAbs, directed to specified targets, consisting of two initial programs and up to an additional 8 programs. The Company retains all rights to the specific sdAbs outside of the cell therapy field. This agreement, which we refer to as the 2020 2seventy Agreement, was also assigned to 2seventy in November 2021 in connection with bluebird’s internal restructuring and subsequent spin-out of 2seventy. In June 2020, the Company received a non-refundable upfront option fee of $0.2 million in connection with each of the two initial programs, or $0.4 million in aggregate, and is entitled to an upfront option fee for each additional program, on a program-by-program basis. The Company also granted an option in which 2seventy may acquire an exclusive license with respect to all binders and cell therapy products developed under this agreement, which entitles the Company to additional fees upon exercise of the option. In connection with each program for which 2seventy exercises its option, 2seventy will be required to pay the Company a one-time, non-refundable, non-creditable fee in the low-single-digit millions for each option 2seventy chooses to exercise. The Company is also entitled to receive certain developmental milestone payments of up to an aggregate of $51.5 million per therapeutic, as well as percentage tiered royalties on future product sales with rates in the mid-single-digits. Due to the uncertainty in the achievement of the developmental milestones and future sales, the variable consideration associated with the future milestone payments has been fully constrained (excluded) from the transaction price until such time that the Company concludes that it is probable that a significant reversal of previously recognized revenue will not occur. These estimates will be re-assessed at each reporting period. As of the effective date of the 2020 2seventy Agreement, the Company identified one performance obligation, which was the transfer of the exclusive development license to bluebird for the two initial programs. The Company determined that the option granted for an exclusive license in the future was not a material right. For the eight programs not identified upon execution of the contract, the Company evaluated the customer option for additional purchases and determined that those options for additional programs did not constitute material rights nor variable consideration. As additional programs are identified, the Company will re-assess its performance obligations and transaction price accordingly. The Company determined the total transaction price of the 2020 2seventy Agreement at execution was $0.4 million for the transfer of the two exclusive development licenses. The Company recognized $0.4 million of revenue related to this agreement at the point in time in which the exclusive development licenses were transferred to bluebird, which occurred upon execution of the agreement in June 2020. In May 2021, pursuant to the option extension terms in the 2020 2seventy Agreement, bluebird requested to extend the option term for one of the initial programs by an additional six months in exchange for an option extension fee of $0.1 million. The Company recognized the $0.1 million of revenue related to this extension in May 2021, the point in time in which the extension was granted. During the nine months ended September 30, 2021 and 2020, the Company recognized $0.1 million and $0.4 million of revenue related to this agreement, respectively. No revenue was recognized related to this agreement during either of the three months ended September 30, 2021 and 2020. Chiesi In May 2019, the Company entered into an Option Agreement, as amended by the First Amendment to Option Agreement, dated August 19, 2019, or the Chiesi Option Agreement, with Chiesi Farmaceutici S.p.A., or Chiesi, pursuant to which the Company granted to Chiesi an exclusive option to obtain an exclusive license to develop and commercialize INBRX-101 outside of the United States and Canada. Under the terms of the Chiesi Option Agreement, the Company received a one-time, non-refundable option initiation payment of $10.0 million in August 2019. If Chiesi chooses to exercise its option under the Chiesi Option Agreement, then Chiesi must pay the Company a one-time, non-refundable fee of $12.5 million upon the effective date of the definitive agreement granting Chiesi the exclusive license. If the option is exercised, under the license agreement, the Company may be entitled to receive specified milestone payments of up to $122.5 million, as well as royalties on future product sales. The Company has identified one performance obligation as of the effective date of the Chiesi Option Agreement, which is to perform research and development services for Chiesi during the option period, which will continue (unless the Chiesi Option Agreement is terminated earlier by Chiesi or the Company) until 60 days following the last to occur of (i) the Company’s delivery to Chiesi of the trial phase data for the first Phase I Clinical Trial, (ii) the Company’s delivery to Chiesi of the finalized minutes from the definitive U.S. Food and Drug Administration, or FDA, scientific advice meeting conducted following completion of such Phase I Clinical Trial, and (iii) the Company’s delivery to Chiesi of the finalized minutes from the definitive parallel EMA-HTA scientific advice meeting conducted following completion of such Phase I Clinical Trial. The Company has determined that the option to grant a license in the future is not a material right. The $10.0 million upfront payment has been allocated to the single performance obligation. Revenue is recognized over time as services are performed during the option period, based on the Company’s effort to satisfy the performance obligation relative to the total expense estimated to be incurred during the option period. During the three months ended September 30, 2021 and 2020, the Company recognized $0.05 million and $2.0 million in revenue related to this agreement, respectively. During the nine months ended September 30, 2021 and 2020, the Company recognized $0.4 million and $5.8 million in revenue related to this agreement, respectively. As of September 30, 2021, the Company has $1.1 million and $0.1 million of current and non-current deferred revenue related to this agreement, respectively. As of December 31, 2020, the Company had $1.4 million and $0.1 million of current and non-current deferred revenue related to this agreement, respectively. The Company expects to complete all work related to this contract and recognize revenue in its entirety through the second half of 2022. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS From time to time, the Company will enter into an agreement with a related party in the ordinary course of its business. These agreements are ratified by the Company’s Board of Directors or a committee thereof pursuant to policy. LAV Summit Limited LAV Summit Limited, or LAV SL, a limited company, is a principal shareholder owning more than 5% of the Company’s outstanding equity interest as of September 30, 2021 and December 31, 2020. Due to this equity ownership, LAV SL is considered a related party. LAV SL’s General Partner, Lilly Asia Ventures, or LAV, through one of its funds, holds a significant equity ownership position in Elpiscience, and the Venture Partner of LAV is the CEO, Founder, and Director at Elpiscience. Accordingly, the Company identifies Elpiscience as a related party. Elpiscience In April 2018, the Company entered into the OX40 License Agreement with Elpiscience, whereby the Company granted Elpiscience an exclusive license to the Company’s multivalent protein therapeutic directed to the biological target OX40, or INBRX-106. Under this agreement, the Company is entitled to reimbursement for certain CMC and toxicology expenses incurred for which Elpiscience has paid the Company approximately $5.2 million to date as of September 30, 2021. As of September 30, 2021, the Company has $0.2 million recorded as receivables from related parties from Elpiscience for expenses incurred which have not yet been reimbursed. During the three and nine months ended September 30, 2021, the Company received no reimbursements for expenses already incurred. During the three months ended September 30, 2020, the Company received no reimbursements for expenses already incurred. During the nine months ended September 30, 2020, the Company received reimbursements of $0.2 million for expenses already incurred. During the three and nine months ended September 30, 2021, the Company derecognized approximately $45,000 and $0.1 million of expenses related to these reimbursements under the OX40 License Agreement. During the three and nine months ended September 30, 2020, the Company derecognized approximately $0.1 million and $0.2 million of expenses related to these reimbursements under the OX40 License Agreement, respectively. In July 2020, the Company entered into an additional cost sharing agreement with Elpiscience related to the OX40 License Agreement. Under this agreement, the Company is entitled to reimbursement for certain formulation development costs. Through September 30, 2021, the Company has received $0.2 million of reimbursements for expenses already incurred under this agreement. As of September 30, 2021, the Company has approximately $0.1 million recorded as receivables from related parties from Elpiscience for expenses incurred which have not yet been reimbursed. During the three months ended September 30, 2021, the Company received no reimbursements. During the nine months ended September 30, 2021, the Company received reimbursements of $0.2 million for expenses already incurred. During the three and nine months ended September 30, 2021, the Company did not derecognize any expenses related to this agreement. During the three and nine months ended September 30, 2020, the Company received no reimbursements. During the three and nine months ended September 30, 2020, the Company derecognized $0.1 million of expenses related to this agreement. In July 2021, the Company entered into a Sale and Purchase Agreement with Elpiscience, in which the Company sold drug substance supply to Elpiscience for approximately $37,000, for which it derecognized expenses during the three and nine months ended September 30, 2021. As of September 30, 2021, the Company has $37,000 recorded as receivables from related parties for this purchase. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Operating Leases In September 2017, the Company entered into a seven-year lease agreement for approximately 34,000 square feet as its sole location in La Jolla, California. The lease expires in June 2025 with an option to extend the lease an additional five years. The lease contained an initial base rent of approximately $0.1 million per month with 2% annual escalations, plus a percentage of taxes and operating expenses incurred by the lessor in connection with the ownership and management of the property, the latter of which to be determined annually. In May 2019, the Company executed an amendment to its lease agreement to expand its facilities by approximately 9,000 square feet and began occupying this space in January 2020. The amended lease terminates coterminously with the initial lease agreement and contains an initial base rent of approximately $30,000 per month with 2% annual escalations, plus a percentage of taxes and operating expenses incurred by the lessor in connection with the ownership and management of the property, the latter of which is to be determined annually. The right-of-use asset and operating lease liability as of September 30, 2021 and December 31, 2020 are as follows (in thousands): AS OF AS OF SEPTEMBER 30, 2021 DECEMBER 31, 2020 Right-of-use asset $ 6,723 $ 7,831 Operating lease liability Current $ 1,630 $ 1,503 Non-current 5,469 $ 6,707 Total operating lease liability $ 7,099 $ 8,210 During the three and nine months ended September 30, 2021, the Company recognized operating lease expense of $0.8 million and $2.3 million, respectively. During the three and nine months ended September 30, 2020, the Company recognized operating lease expense of $0.8 million and $2.3 million, respectively. As of September 30, 2021 and December 31, 2020, the Company’s operating lease had a remaining term of 3.8 and 4.5 years, respectively. The Company discounts its lease payments using its incremental borrowing rate as of the commencement of the lease. The Company has determined a weighted-average discount rate of 8.2% as of September 30, 2021 and December 31, 2020. Future minimum rental payments under operating leases are as follows (in thousands): AS OF SEPTEMBER 30, 2021 Remainder of 2021 $ 534 2022 2,161 2023 2,203 2024 2,247 2025 1,137 Thereafter — Total future minimum lease payments $ 8,282 Less: imputed interest (1,183) Present value of operating lease liability 7,099 Less: current portion of operating lease liability (1,630) Non-current portion of operating lease liability $ 5,469 Litigation |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS For the unaudited interim condensed consolidated financial statements as of September 30, 2021, the Company evaluated subsequent events to assess the need for potential recognition or disclosure in these financial statements. Based upon this evaluation, it was determined that no additional subsequent events required recognition or disclosure in these condensed consolidated financial statements, other than disclosures related to those outlined below. In October 2021, pursuant to the option exercise terms in the 2020 2seventy Agreement, the Company received a $2.1 million option exercise fee for one of the initial programs and transferred an exclusive license for the program. In November 2021, the Company sold 921,042 shares of its common stock pursuant to its Sales Agreement for net proceeds of $40.2 million after deducting commissions. |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, or GAAP, and applicable rules and regulations of the Securities and Exchange Commission, or the SEC, related to an interim report on the Form 10-Q. The unaudited interim condensed financial statements reflect all adjustments which, in the opinion of management, are necessary for a fair statement of the results for the periods presented. All such adjustments are of a normal and recurring nature. The operating results presented in these unaudited interim condensed financial statements are not necessarily indicative of the results that may be expected for any future periods. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, the accompanying unaudited interim financial statements |
Liquidity | Liquidity On August 21, 2020, the Company completed its initial public offering, or IPO, in which it sold 8,050,000 shares of common stock at an offering price of $17.00 per share. Net proceeds from the IPO were $125.9 million, net of underwriting discounts, commissions, and offering costs. As of September 30, 2021, the Company had an accumulated deficit of $206.0 million and cash and cash equivalents of $112.7 million. From its inception and through September 30, 2021, the Company has devoted substantially all of its efforts to therapeutic drug discovery and development, conducting preclinical studies and clinical trials, enabling manufacturing activities in support of its therapeutic candidates, organizing and staffing the Company, establishing its intellectual property portfolio and raising capital to support and expand these activities. The Company believes that its existing cash and cash equivalents will be sufficient to fund the Company’s operations for at least 12 months from the date these condensed consolidated financial statements are issued. The Company plans to finance its future cash needs through equity offerings, debt financings or other capital sources, including potential collaborations, licenses and other similar arrangements. If the Company does raise additional capital through public or private equity or convertible debt offerings, the ownership interests of its existing stockholders will be diluted, and the terms of those securities may include liquidation or other preferences that adversely affect its stockholders’ rights. If the Company raises capital through additional debt financings, it may be subject to covenants limiting or restricting its ability to take specific actions, such as incurring additional debt or making certain capital expenditures. To the extent that the Company raises additional capital through strategic licensing, collaboration or other similar agreement, it may have to relinquish valuable rights to its therapeutic candidates, future revenue streams or research programs at an earlier stage of development or on less favorable terms than it would otherwise choose, or to grant licenses on terms that may not be favorable to the Company. There can be no assurance as to the availability or terms upon which such financing and capital might be available in the future. If the Company is unable to secure adequate additional funding, it will need to reevaluate its operating plan and may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, delay, scale back or eliminate some or all of its development programs, or relinquish rights to its technology on less favorable terms than it would otherwise choose. These actions could materially impact its business, financial condition, results of operations and prospects. The Company currently has an effective shelf registration statement on Form S-3ASR filed with the SEC, or the Shelf Registration. The Shelf Registration statement permits the offering, issuance and sale by the Company of up to an aggregate offering price of $400.0 million of common stock, preferred stock, debt securities and warrants in one or more offerings and in any combination, of which common stock in an aggregate offering price of up to $200.0 million may be issued and sold by the Company through the Sales Agent pursuant to an Open Market Sale Agreement, or the Sales Agreement. As of September 30, 2021, no shares have been sold pursuant to the Sales Agreement. The rules and regulations of the SEC or any other regulatory agencies may restrict the Company’s ability to conduct certain types of financing activities, or may affect the timing of and amounts it can raise by undertaking such activities. |
Use of Estimates | Use of Estimates The preparation of these unaudited condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expense and the disclosure of contingent assets and liabilities in the Company’s financial statements and accompanying notes. The Company’s most significant estimates relate to evaluation of embedded derivative instruments and beneficial conversion features within its previously issued and outstanding convertible notes, whether revenue recognition criteria have been met, accounting for development work and preclinical studies and clinical trials, determining the assumptions used in measuring stock-based compensation, the incremental borrowing rate estimated in relation to the Company’s operating lease, and valuation allowances for the Company’s deferred |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on its cash balances due to the financial condition of the depository institutions in which those deposits are held. |
Fair Value Measurements | Fair Value Measurements The Company determines the fair value measurements of applicable assets and liabilities based on a three-tier fair value hierarchy established by accounting guidance and prioritizes the inputs used in measuring fair value. These tiers include: • Level 1 - Quoted prices in active markets for identical assets or liabilities. • Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs are legal, accounting, printing, and filing fees that the Company has capitalized that are directly related to the Shelf Registration. Deferred costs associated with the Shelf Registration will be reclassified to additional paid-in capital on a pro-rata basis when the Company completes offerings under the Shelf Registration, with any remaining deferred offering costs to be charged to the results of operations at the end of the three-year life of the Shelf Registration. |
Revenue Recognition | Revenue Recognition The Company has generated revenue from its license and collaboration agreements with partners, as well as from grants from government agencies and private not-for-profit organizations. Payments received from customers are included in deferred revenue, allocated between current and non-current on the condensed consolidated balance sheet until all revenue recognition criteria are met. In accordance with ASC Topic 606, Revenue from Contracts with Customers, or ASC Topic 606, the Company recognizes revenue when, or as, the promised goods or services are transferred to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those services. To determine revenue recognition for arrangements the Company concludes are within the scope of ASC Topic 606, the Company performs the following five steps: (1) identify the contract(s) with a customer; (2) identify the performance obligation(s) in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligation(s) in the contract; and (5) recognize revenue when (or as) the performance obligation(s) are satisfied. At contract inception, the Company assesses the goods or services promised within each contract, assesses whether each promised good or service is distinct and identifies those that are performance obligations. The Company recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when, or as, the performance obligation is satisfied. Collaborative Research, Development, and License Agreements The Company enters into collaborative agreements with partners that typically include one or more of the following: (1) license fees; (2) nonrefundable up-front fees; (3) payments for reimbursement of research costs; (4) payments associated with achieving specific development, regulatory, or commercial milestones; and (5) royalties based on specified percentages of net product sales, if any. At the initiation of an agreement, the Company analyzes whether each unit of account results in a contract with a customer under ASC Topic 606 or in an arrangement with a collaborator subject to guidance under ASC Topic 808, Collaborative Arrangements, or ASC Topic 808. The Company’s licensing arrangements are typically for functional intellectual property as it exists at a point in time, being the time that the license agreement is executed. The Company typically does not have an ongoing performance obligation to support or maintain the licensed intellectual property. The Company considers a variety of factors in determining the appropriate estimates and assumptions under these arrangements, such as whether the elements are distinct performance obligations, whether there are observable stand-alone prices, and whether any licenses are functional or symbolic. The Company evaluates each performance obligation to determine if it can be satisfied and recognized as revenue at a point in time or over time. Typically, license fees, non-refundable upfront fees, and funding of research activities are considered fixed, while milestone payments are identified as variable consideration which must be evaluated to determine if it is constrained and, therefore, excluded from the transaction price. The Company estimates the amount of variable consideration using the most likely amount, as milestone payments typically only have two possible outcomes. The Company recognizes revenue for sales-based royalty promised in exchange for the license of intellectual property only when the subsequent sale occurs. In the case of an agreement which provides the partner with an option to license a therapeutic or therapeutic candidate in the future, the Company evaluates whether this option represents a material right at the inception of the agreement. If determined to be a material right, the Company will consider the option a separate performance obligation. The Company has historically concluded that the option to grant a license in the future are not material rights as they are contingent upon future events which may not occur. When an option is exercised, the Company will identify any separate performance obligations. |
Research and Development and Clinical Trial Accruals | Research and Development and Clinical Trial Accruals Research and development costs are expensed as incurred and include the cost of compensation and related expenses, as well as expenses for third parties who conduct research and development on the Company’s behalf, pursuant to development and consulting agreements in place. The Company’s preclinical studies and clinical trials are performed internally, by third party contract research organizations, or CROs, and/or clinical investigators. The Company also engages with contract development and manufacturing organizations, or CDMOs, for clinical supplies and manufacturing scale-up activities related to its therapeutic candidates. Invoicing from these third parties may be monthly based upon services performed or based upon milestones achieved. The Company accrues these expenses based upon its assessment of the status of each clinical trial and the work completed, and upon information obtained from the CROs and CDMOs. The Company’s estimates are dependent upon the timeliness and accuracy of data provided by the CROs and CDMOs regarding the status and cost of the studies. Costs incurred related to the Company’s purchases of in-process research and development for early-stage products or products that are not commercially viable and ready for use, or have no alternative future use, are charged to expense in the period incurred. Costs incurred related to the licensing of products that have not yet received regulatory approval to be marketed, or that are not commercially viable and ready for use, or have no alternative future use, are charged to expense in the period incurred. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred income taxes are recorded for temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets and liabilities reflect the tax rates expected to be in effect for the years in which the differences are expected to reverse. A valuation allowance is provided if it is more likely than not that some or all of the deferred tax assets will not be realized. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the same period. Diluted net loss per share is computed by dividing net loss by the weighted average number of common and common equivalent shares outstanding during the same period. The Company excludes common stock equivalents from the calculation of diluted net loss per share when the effect is anti-dilutive. For purposes of the diluted net loss per share calculation, the convertible preferred stock, convertible notes, warrants for purchase of common stock, and stock options are considered to be potentially dilutive securities. Basic and diluted net loss attributable to common stockholders per share is presented in conformity with the two class method required for participating securities as the convertible preferred stock is considered a participating security for the nine months ended September 30, 2020. The Company’s participating securities do not have a contractual obligation to share in the Company’s losses. As such, the net loss was attributed entirely to common stockholders. Accordingly, for the nine months ended September 30, 2021 and 2020, there is no difference in the number of shares used to calculate basic and diluted shares outstanding. |
Segment Information | Segment Information The Company operates under one segment which develops biologic therapeutic candidates. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies. The Company believes that the impact of the recently issued accounting pronouncements that are not yet effective will not have a material impact on its condensed consolidated financial condition or results of operations upon adoption. The Company has irrevocably elected not to take advantage of the extended transition period afforded by the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act, for the implementation of new or revised accounting standards and, as a result, will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Adoption of New Accounting Pronouncements In January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities, or Topic 321, Investments-Equity Method and Joint Ventures, or Topic 323, and Derivatives and Hedging, or Topic 815, - Clarifying the Interactions between Topic 321, Topic 323, and Topic 815, which addresses the accounting for the transition into and out of the equity method and provides clarification of the interaction of rules for equity securities, the equity method of accounting, and forward contracts and purchase options on certain types of securities. The amendments clarify that: (a) an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method; and (b) an entity should not consider whether, upon the settlement of the forward contract or exercise of the purchased option, individually or with existing investments, the underlying securities would be accounted for under the equity method in Topic 323 or the fair value option in accordance with the financial instruments guidance in Topic 825. The provisions of this guidance are to be applied prospectively upon their effective date. ASU 2020-01 was effective for fiscal years beginning after December 15, 2020, and interim periods within those years. Early adoption was permitted, but required simultaneous adoption of all provisions of this guidance. The Company adopted this guidance as of January 1, 2021, which did not result in a material impact on its condensed consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes : Simplifying the Accounting for Income Taxes, or Topic 740, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. ASU 2019-12 also improves consistent application and simplification of other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 was effective for fiscal years beginning after December 15, 2020. The Company adopted this guidance as of January 1, 2021, which did not result in a material impact on its condensed consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options, or Subtopic 470-20 and Derivatives and Hedging—Contracts in Entity’s Own Equity, or Subtopic 815-40: Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. Specifically, ASU 2020-06 simplifies accounting for the issuance of convertible instruments by removing major separation models required under current GAAP. In addition, the ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and simplifies the diluted earnings per share, or EPS, calculation in certain areas. ASU 2020-06 will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, beginning in fiscal years which begin after December 15, 2020, including interim periods within those fiscal years. The Company early adopted ASU 2020-06 under a modified retrospective approach as of January 1, 2021. As a result of the adoption, there was no impact on retained earnings or other components of equity or to earnings per share in the Company’s condensed consolidated financial statements. |
ORGANIZATION AND SUMMARY OF S_3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Potential Dilutive Securities Excluded from Diluted Loss Per Share | Potentially dilutive securities not included in the calculation of diluted net loss per share, because to do so would be anti-dilutive, are as follows (in thousands): AS OF SEPTEMBER 30, 2021 2020 Outstanding stock options 3,983 2,355 Warrants to purchase common stock 7 7 3,990 2,362 |
OTHER FINANCIAL INFORMATION (Ta
OTHER FINANCIAL INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Prepaid Expense and Other Current Assets | Prepaid expense and other current assets were comprised of the following (in thousands): AS OF AS OF SEPTEMBER 30, 2021 DECEMBER 31, 2020 Outside research and development services $ 4,732 $ 2,204 Deferred offering costs 346 — Other 747 689 Prepaid expense and other current assets $ 5,825 $ 2,893 |
Schedule of Property and Equipment | Property and equipment, net were comprised of the following (in thousands): AS OF AS OF SEPTEMBER 30, 2021 DECEMBER 31, 2020 Machinery and equipment $ 6,202 $ 5,652 Leasehold improvements 441 441 Computer software 42 — Furniture and fixtures 514 507 Construction in process 82 257 Total property and equipment 7,281 6,857 Less: accumulated depreciation and amortization (4,103) (3,365) Property and equipment, net $ 3,178 $ 3,492 |
Schedule of Accrued Expenses | Accrued expenses were comprised of the following (in thousands): AS OF AS OF SEPTEMBER 30, 2021 DECEMBER 31, 2020 Accrued research and development $ 6,138 $ 11,529 Accrued compensation expense 1,114 1,165 Accrued professional fees 476 282 Other 598 381 Accrued expenses $ 8,326 $ 13,357 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | The Company’s outstanding debt balance under the Amended 2020 Loan Agreement consisted of the following (in thousands). AS OF AS OF SEPTEMBER 30, 2021 DECEMBER 31, 2020 Term A $ 10,900 $ 10,900 Term B 21,800 21,800 Term C 43,600 — Less: debt discount (6,231) (3,456) Total debt 70,069 29,244 Less: Current portion, including debt discount — — Long-term debt, including debt discount $ 70,069 $ 29,244 |
EQUITY COMPENSATION PLAN (Table
EQUITY COMPENSATION PLAN (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Options Roll Forward | A summary of the Company’s stock option activity under its 2017 Plan for the nine months ended September 30, 2021 is as follows (in thousands, except for per share data and years): Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding as of December 31, 2020 2,525 $ 11.80 Granted 2,079 $ 31.75 Exercised (221) $ 11.06 Forfeited (400) $ 23.18 Outstanding as of September 30, 2021 3,983 $ 21.11 8.3 $ 49,078 Vested and exercisable as of September 30, 2021 1,227 $ 11.00 6.7 $ 27,367 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The weighted-average assumptions used by the Company to estimate the fair value of stock option grants using the Black-Scholes option pricing model, as well as the resulting weighted-average fair value for the nine months ended September 30, 2021 and 2020 were as follows: NINE MONTHS ENDED SEPTEMBER 30, 2021 2020 Risk-free interest rate 0.67 % 0.41 % Expected volatility 93.55 % 97.78 % Expected dividend yield — % — % Expected term 6.08 6.08 Weighted average fair value $ 24.01 $ 9.33 |
Schedule of Stock-Based Compensation Expense | Stock-based compensation expense for stock options consisted of the following (in thousands): THREE MONTHS ENDED NINE MONTHS ENDED 2021 2020 2021 2020 Research and development $ 2,696 $ 1,103 $ 8,679 $ 3,149 General and administrative 797 200 2,186 501 Total stock-based compensation expense $ 3,493 $ 1,303 $ 10,865 $ 3,650 |
LICENSE AND GRANT REVENUES (Tab
LICENSE AND GRANT REVENUES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Schedule of License and Grant Revenue | The following table summarizes the total revenue recorded in the Company’s condensed consolidated statements of operations (in thousands): THREE MONTHS ENDED NINE MONTHS ENDED 2021 2020 2021 2020 License fee revenue from affiliates Elpiscience Biopharmaceuticals, Inc. $ — $ 2,000 $ — $ 2,000 Total license fee revenue from affiliates — 2,000 — 2,000 License fee revenue Phylaxis BioScience, LLC 460 809 1,838 809 2seventy bio, Inc. 2,000 — 2,100 400 Chiesi Farmaceutici S.p.A. 48 1,967 351 5,773 Other license revenues from non-affiliates — 1,050 — 1,050 Total license fee revenue 2,508 3,826 4,289 8,032 Grant revenue 24 75 86 80 Total revenue $ 2,532 $ 5,901 $ 4,375 $ 10,112 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Operating Lease, by Balance Sheet Location | The right-of-use asset and operating lease liability as of September 30, 2021 and December 31, 2020 are as follows (in thousands): AS OF AS OF SEPTEMBER 30, 2021 DECEMBER 31, 2020 Right-of-use asset $ 6,723 $ 7,831 Operating lease liability Current $ 1,630 $ 1,503 Non-current 5,469 $ 6,707 Total operating lease liability $ 7,099 $ 8,210 |
Schedule of Operating Lease Maturity | Future minimum rental payments under operating leases are as follows (in thousands): AS OF SEPTEMBER 30, 2021 Remainder of 2021 $ 534 2022 2,161 2023 2,203 2024 2,247 2025 1,137 Thereafter — Total future minimum lease payments $ 8,282 Less: imputed interest (1,183) Present value of operating lease liability 7,099 Less: current portion of operating lease liability (1,630) Non-current portion of operating lease liability $ 5,469 |
ORGANIZATION AND SUMMARY OF S_4
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ / shares in Units, $ in Thousands | Aug. 21, 2020USD ($)$ / sharesshares | Aug. 11, 2020 | Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($)segment | Dec. 31, 2020USD ($) |
Property, Plant and Equipment [Line Items] | |||||
Deferred payment of federal payroll taxes | $ 400 | $ 400 | $ 400 | ||
Reverse stock split ratio | 0.5753 | ||||
Accumulated deficit | 205,958 | 205,958 | 145,379 | ||
Cash and cash equivalents | 112,704 | 112,704 | 128,664 | ||
Aggregate offering price | 400,000 | $ 400,000 | |||
Common stock offering price | 200,000 | ||||
Number of operating segments | segment | 1 | ||||
Accrued Liabilities | |||||
Property, Plant and Equipment [Line Items] | |||||
Deferred payment of federal payroll taxes | 200 | $ 200 | 200 | ||
Other Noncurrent Liabilities | |||||
Property, Plant and Equipment [Line Items] | |||||
Deferred payment of federal payroll taxes | $ 200 | $ 200 | $ 200 | ||
IPO | |||||
Property, Plant and Equipment [Line Items] | |||||
Sale of stock, shares issued (in shares) | shares | 8,050,000 | ||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 17 | ||||
Sale of stock, proceeds received | $ 125,900 |
ORGANIZATION AND SUMMARY OF S_5
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Potential Dilutive Securities (Details) - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Antidilutive securities excluded from earnings per share computation (in shares) | 3,990 | 2,362 |
Outstanding stock options | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Antidilutive securities excluded from earnings per share computation (in shares) | 3,983 | 2,355 |
Warrants to purchase common stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Antidilutive securities excluded from earnings per share computation (in shares) | 7 | 7 |
OTHER FINANCIAL INFORMATION - P
OTHER FINANCIAL INFORMATION - Prepaid Expense and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Outside research and development services | $ 4,732 | $ 2,204 |
Deferred offering costs | 346 | 0 |
Other | 747 | 689 |
Prepaid expenses and other current assets | $ 5,825 | $ 2,893 |
OTHER FINANCIAL INFORMATION -_2
OTHER FINANCIAL INFORMATION - Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | $ 7,281 | $ 7,281 | $ 6,857 | ||
Less: accumulated depreciation and amortization | (4,103) | (4,103) | (3,365) | ||
Property and equipment, net | 3,178 | 3,178 | 3,492 | ||
Depreciation and amortization | 300 | $ 300 | 888 | $ 754 | |
Machinery and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 6,202 | 6,202 | 5,652 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 441 | 441 | 441 | ||
Computer software | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 42 | 42 | 0 | ||
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 514 | 514 | 507 | ||
Construction in process | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | $ 82 | $ 82 | $ 257 |
OTHER FINANCIAL INFORMATION - A
OTHER FINANCIAL INFORMATION - Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued research and development | $ 6,138 | $ 11,529 |
Accrued compensation expense | 1,114 | 1,165 |
Accrued professional fees | 476 | 282 |
Other | 598 | 381 |
Accrued expenses | $ 8,326 | $ 13,357 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | Jun. 18, 2021USD ($) | Nov. 12, 2020USD ($)tranche | Jul. 15, 2020USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Aug. 31, 2020USD ($) |
Debt Instrument [Line Items] | ||||||||
Proceeds from the issuance of debt | $ 39,992,000 | $ 9,958,000 | ||||||
Equal payments of principal and interest period if interest only period is extended | 11 months | |||||||
Warrants Issued Concurrently With 2020 Loan Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Common or preferred stock warrants issued as a percent of funded amount | 1.25% | |||||||
Warrants issued, amount | $ 125,000 | |||||||
Warrants Issued Concurrently With 2020 Loan Agreement | Preferred Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrants liability | 120,000 | |||||||
Amended 2020 Oxford Term Loan Tranche One | Secured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from the issuance of debt | 10,000,000 | |||||||
Debt issuance costs | $ 100,000 | |||||||
Amended 2020 Oxford Term Loan Tranche Two | Secured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from the issuance of debt | $ 20,000,000 | |||||||
Debt issuance costs | 20,000 | |||||||
One-time first amendment fee | $ 700,000 | |||||||
Amended 2020 Oxford Term Loan | Secured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of additional tranches | tranche | 2 | |||||||
Aggregate principal amount of additional tranches | $ 50,000,000 | |||||||
Total long-term debt | $ 70,000,000 | $ 70,000,000 | ||||||
Annual interest rate | 7.96% | 7.96% | ||||||
Percentage of principal amount for final payment | 9.00% | 9.00% | ||||||
Periodic payment terms, final payment amount | $ 6,300,000 | $ 6,300,000 | ||||||
Amended 2020 Oxford Term Loan | Secured Debt | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 7.80% | |||||||
Amended 2020 Oxford Term Loan Tranche Three | Secured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from the issuance of debt | $ 20,000,000 | |||||||
Amended 2020 Oxford Term Loan June 2021 Amendment | Secured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from the issuance of debt | $ 40,000,000 | |||||||
Debt issuance costs | $ 10,000 | |||||||
Minimum cash balance | 20,000,000 | $ 20,000,000 | ||||||
2020 Loan Agreement | Secured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt interest expense | $ 1,800,000 | $ 300,000 | $ 3,600,000 | 300,000 | ||||
2020 Loan Agreement | Secured Debt | Warrants Issued Upon Consummation of IPO | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrants liability | $ 140,000 | |||||||
Warrants exercisable for shares of common stock (in shares) | shares | 7,354 | 7,354 | ||||||
Warrant price (in dollars per share) | $ / shares | $ 17 | $ 17 | ||||||
2020 Loan Agreement | Secured Debt | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Prepayment fee | 1.00% | 1.00% | ||||||
2020 Loan Agreement | Secured Debt | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Prepayment fee | 3.00% | 3.00% | ||||||
2015 Loan Agreement | Secured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt interest expense | $ 0 | $ 44,000 |
DEBT - Amended 2020 Loan Agreem
DEBT - Amended 2020 Loan Agreement Balance (Details) - Secured Debt - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Term A | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 10,900 | $ 10,900 |
Term B | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 21,800 | 21,800 |
Term C | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 43,600 | 0 |
2020 Loan Agreement | ||
Debt Instrument [Line Items] | ||
Less: debt discount | (6,231) | (3,456) |
Total debt | 70,069 | 29,244 |
Less: Current portion, including debt discount | 0 | 0 |
Long-term debt, including debt discount | $ 70,069 | $ 29,244 |
CONVERTIBLE PROMISSORY NOTES (D
CONVERTIBLE PROMISSORY NOTES (Details) - USD ($) | Aug. 21, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Apr. 30, 2020 | Feb. 29, 2020 | May 20, 2019 |
Additional Paid-in Capital | ||||||
Debt Instrument [Line Items] | ||||||
Reversal of unamortized discounts | $ 7,400,000 | |||||
Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Charge of amortized debt issuance costs to interest expense | $ 2,200,000 | |||||
2019 Convertible Note | ||||||
Debt Instrument [Line Items] | ||||||
Reversal of unamortized discounts | 5,332,000 | |||||
2019 Convertible Note | Additional Paid-in Capital | ||||||
Debt Instrument [Line Items] | ||||||
Reversal of unamortized discounts | 5,332,000 | |||||
2019 Convertible Note | Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Note aggregate principal amount | $ 40,000,000 | |||||
Note monthly interest rate | 1.50% | |||||
Total debt | $ 43,700,000 | |||||
Conversion price (in dollars per share) | $ 14.35 | |||||
Issuance of shares of common stock after conversion (in shares) | 3,046,467 | |||||
2020 Convertible Note | ||||||
Debt Instrument [Line Items] | ||||||
Reversal of unamortized discounts | 2,107,000 | $ (2,656,000) | ||||
2020 Convertible Note | Additional Paid-in Capital | ||||||
Debt Instrument [Line Items] | ||||||
Reversal of unamortized discounts | $ 2,107,000 | $ (2,656,000) | ||||
2020 Convertible Note | Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Note aggregate principal amount | $ 15,000,000 | |||||
Note monthly interest rate | 1.00% | |||||
Total debt | $ 15,700,000 | |||||
Conversion price (in dollars per share) | $ 12.56 | |||||
Issuance of shares of common stock after conversion (in shares) | 1,248,136 |
STOCKHOLDERS_ EQUITY (Details)
STOCKHOLDERS’ EQUITY (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 21, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Temporary Equity [Line Items] | |||||
Common stock, shares authorized (in shares) | 120,000,000 | 120,000,000 | 120,000,000 | 120,000,000 | |
Preferred stock, shares authorized (in shares) | 15,000,000 | 15,000,000 | 15,000,000 | 15,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Convertible preferred stock, shares authorized (in shares) | 0 | 0 | 0 | ||
Convertible preferred stock, shares issued (in shares) | 0 | 0 | 0 | ||
Aggregate offering price | $ 200,000 | ||||
Commission percent | 3.00% | ||||
Reclassification of warrant liabilities to equity | $ 139 | ||||
Warrants Issued Upon Consummation of IPO | 2020 Loan Agreement | Secured Debt | |||||
Temporary Equity [Line Items] | |||||
Warrants exercisable for shares of common stock (in shares) | 7,354 | 7,354 | |||
Warrant price (in dollars per share) | $ 17 | $ 17 | |||
Common Stock | |||||
Temporary Equity [Line Items] | |||||
Issuance of shares in conversion of convertible securities (in shares) | 7,211,086 | ||||
Additional Paid-in Capital | |||||
Temporary Equity [Line Items] | |||||
Reclassification of warrant liabilities to equity | $ 139 | $ 140 |
EQUITY COMPENSATION PLAN - Narr
EQUITY COMPENSATION PLAN - Narrative (Details) $ in Thousands, shares in Millions | 9 Months Ended |
Sep. 30, 2021USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common stock reserved for issuance (in shares) | shares | 4.5 |
Available shares reserved for issuance (in shares) | shares | 0.3 |
Aggregate intrinsic value of stock options exercised | $ | $ 3,400 |
Employee Stock Option | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 4 years |
Contractual term | 10 years |
Unrecognized stock-based compensation expense | $ | $ 45,400 |
Weighted-average period of recognition | 3 years 1 month 6 days |
Cliff Vesting | Employee Stock Option | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 1 year |
EQUITY COMPENSATION PLAN - Stoc
EQUITY COMPENSATION PLAN - Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended |
Sep. 30, 2021 | |
Number of Shares | |
Outstanding, beginning balance (in shares) | 2,525 |
Granted (in shares) | 2,079 |
Exercised (in shares) | (221) |
Forfeited (in shares) | (400) |
Outstanding, ending balance (in shares) | 3,983 |
Vested and exercisable (in shares) | 1,227 |
Weighted Average Exercise Price | |
Outstanding, beginning balance (in dollars per share) | $ 11.80 |
Granted (in dollars per share) | 31.75 |
Exercised (in dollars per share) | 11.06 |
Forfeited (in dollars per share) | 23.18 |
Outstanding, ending balance (in dollars per share) | 21.11 |
Vested and exercisable (in dollars per share) | $ 11 |
WEIGHTED AVERAGE REMAINING CONTRACTUAL TERM | 8 years 3 months 18 days |
WEIGHTED AVERAGE REMAINING CONTRACTUAL TERM, Vested and exercisable | 6 years 8 months 12 days |
AGGREGATE INTRINSIC VALUE | $ 49,078 |
AGGREGATE INTRINSIC VALUE, Vested and exercisable | $ 27,367 |
EQUITY COMPENSATION PLAN - Fair
EQUITY COMPENSATION PLAN - Fair Value of Stock Option Grants (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average fair value (in dollars per share) | $ 24.01 | $ 9.33 |
Employee Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 0.67% | 0.41% |
Expected volatility | 93.55% | 97.78% |
Expected dividend yield | 0.00% | 0.00% |
Expected term | 6 years 29 days | 6 years 29 days |
EQUITY COMPENSATION PLAN - St_2
EQUITY COMPENSATION PLAN - Stock-based Compensation Expense (Details) - Employee Stock Option - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 3,493 | $ 1,303 | $ 10,865 | $ 3,650 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 2,696 | 1,103 | 8,679 | 3,149 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 797 | $ 200 | $ 2,186 | $ 501 |
LICENSE AND GRANT REVENUES - Re
LICENSE AND GRANT REVENUES - Revenue Summary (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions Line Items | |||||
Total revenue | $ 2,532,000 | $ 5,901,000 | $ 4,375,000 | $ 10,112,000 | |
License fee revenue from affiliates | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions Line Items | |||||
Total revenue | 0 | 2,000,000 | 0 | 2,000,000 | |
License fee revenue from affiliates | Elpiscience | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions Line Items | |||||
Total revenue | $ 2,000,000 | 0 | 2,000,000 | 0 | 2,000,000 |
License fee revenue from non-affiliates | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions Line Items | |||||
Total revenue | 2,508,000 | 3,826,000 | 4,289,000 | 8,032,000 | |
License fee revenue from non-affiliates | Phylaxis BioScience, LLC | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions Line Items | |||||
Total revenue | 460,000 | 809,000 | 1,838,000 | 809,000 | |
License fee revenue from non-affiliates | 2seventy bio, Inc. | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions Line Items | |||||
Total revenue | 2,000,000 | 0 | 2,100,000 | ||
License fee revenue from non-affiliates | Chiesi Farmaceutici S.p.A. | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions Line Items | |||||
Total revenue | 48,000 | 1,967,000 | 351,000 | 5,773,000 | |
License fee revenue from non-affiliates | Other license revenues from non-affiliates | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions Line Items | |||||
Total revenue | 0 | 1,050,000 | 0 | 1,050,000 | |
Grant revenue | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions Line Items | |||||
Total revenue | $ 24,000 | $ 75,000 | $ 86,000 | $ 80,000 |
LICENSE AND GRANT REVENUES - Li
LICENSE AND GRANT REVENUES - License and Collaboration Agreements (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||
Aug. 31, 2021USD ($) | Jul. 31, 2021USD ($) | May 31, 2021USD ($) | Sep. 30, 2020USD ($) | Jul. 31, 2020USD ($)performanceObligationcompound | Jun. 30, 2020USD ($)programperformanceObligationlicense | Aug. 31, 2019USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Aug. 19, 2019performanceObligation | Dec. 20, 2018USD ($) | Feb. 28, 2018USD ($) | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions Line Items | |||||||||||||||
Total revenue | $ 2,532,000 | $ 5,901,000 | $ 4,375,000 | $ 10,112,000 | |||||||||||
Current portion of deferred revenue | 2,769,000 | 2,769,000 | $ 3,081,000 | ||||||||||||
Non-current portion of deferred revenue | 110,000 | $ 110,000 | 737,000 | ||||||||||||
Performance obligation description | The Company has identified one performance obligation as of the effective date of the Chiesi Option Agreement, which is to perform research and development services for Chiesi during the option period, which will continue (unless the Chiesi Option Agreement is terminated earlier by Chiesi or the Company) until 60 days following the last to occur of (i) the Company’s delivery to Chiesi of the trial phase data for the first Phase I Clinical Trial, (ii) the Company’s delivery to Chiesi of the finalized minutes from the definitive U.S. Food and Drug Administration, or FDA, scientific advice meeting conducted following completion of such Phase I Clinical Trial, and (iii) the Company’s delivery to Chiesi of the finalized minutes from the definitive parallel EMA-HTA scientific advice meeting conducted following completion of such Phase I Clinical Trial. | ||||||||||||||
License fee revenue from affiliates | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions Line Items | |||||||||||||||
Total revenue | 0 | 2,000,000 | $ 0 | 2,000,000 | |||||||||||
License fee revenue from non-affiliates | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions Line Items | |||||||||||||||
Total revenue | 2,508,000 | 3,826,000 | 4,289,000 | 8,032,000 | |||||||||||
Phylaxis BioScience, LLC | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions Line Items | |||||||||||||||
Equity interest percentage | 10.00% | ||||||||||||||
Additional equity interest percentage entitled to receive | 5.00% | ||||||||||||||
Elpiscience | PD-L1 and 4-1BB License Agreement | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions Line Items | |||||||||||||||
Milestone payments receivable | $ 100,000,000 | ||||||||||||||
Elpiscience | License fee revenue from affiliates | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions Line Items | |||||||||||||||
Total revenue | $ 2,000,000 | 0 | 2,000,000 | 0 | 2,000,000 | ||||||||||
Phylaxis BioScience, LLC | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions Line Items | |||||||||||||||
Nonrefundable, upfront payment | $ 2,500,000 | ||||||||||||||
Additional payable due from agreement | $ 2,500,000 | ||||||||||||||
Additional payment receivable period | 180 days | ||||||||||||||
Development milestone payment receivable | $ 225,000,000 | ||||||||||||||
Commercialization milestone payment receivable | 175,000,000 | ||||||||||||||
Equity method investment | 500,000 | ||||||||||||||
Payments due pursuant to agreement | $ 5,000,000 | ||||||||||||||
Number of performance obligations | performanceObligation | 1 | ||||||||||||||
Number of compounds | compound | 2 | ||||||||||||||
Current portion of deferred revenue | 1,700,000 | 1,700,000 | 1,600,000 | ||||||||||||
Non-current portion of deferred revenue | 600,000 | ||||||||||||||
Phylaxis BioScience, LLC | Payment One | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions Line Items | |||||||||||||||
Additional payable due from agreement | $ 1,250,000 | ||||||||||||||
Phylaxis BioScience, LLC | Payment Two | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions Line Items | |||||||||||||||
Additional payable due from agreement | $ 1,250,000 | ||||||||||||||
Phylaxis BioScience, LLC | License fee revenue from non-affiliates | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions Line Items | |||||||||||||||
Total revenue | 460,000 | 809,000 | 1,838,000 | 809,000 | |||||||||||
Revenue recognized related to performance obligation | 500,000 | 800,000 | 1,800,000 | 800,000 | |||||||||||
2seventy bio, Inc. | 2018 Option and License Agreement | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions Line Items | |||||||||||||||
Development milestone payment receivable | $ 51,500,000 | ||||||||||||||
Milestone payment received | $ 2,000,000 | ||||||||||||||
2seventy bio, Inc. | Initial Programs | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions Line Items | |||||||||||||||
Nonrefundable, upfront payment | $ 400,000 | ||||||||||||||
Number of performance obligations | performanceObligation | 1 | ||||||||||||||
Number of programs related to collaborative agreement | program | 2 | ||||||||||||||
2seventy bio, Inc. | Additional Programs | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions Line Items | |||||||||||||||
Number of programs related to collaborative agreement | program | 8 | ||||||||||||||
2seventy bio, Inc. | Initial Programs, Program 1 | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions Line Items | |||||||||||||||
Nonrefundable, upfront payment | $ 200,000 | ||||||||||||||
2seventy bio, Inc. | Initial Programs, Program 2 | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions Line Items | |||||||||||||||
Nonrefundable, upfront payment | 200,000 | ||||||||||||||
2seventy bio, Inc. | 2020 Option and License Agreement | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions Line Items | |||||||||||||||
Development milestone payment receivable | $ 51,500,000 | ||||||||||||||
Exclusive development license | license | 2 | ||||||||||||||
Option extension fee | $ 100,000 | ||||||||||||||
2seventy bio, Inc. | License fee revenue from non-affiliates | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions Line Items | |||||||||||||||
Total revenue | 2,000,000 | 0 | 2,100,000 | ||||||||||||
2seventy bio, Inc. | License fee revenue from non-affiliates | 2018 Option and License Agreement | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions Line Items | |||||||||||||||
Total revenue | $ 2,000,000 | 2,000,000 | 0 | 2,000,000 | 0 | ||||||||||
2seventy bio, Inc. | License fee revenue from non-affiliates | 2020 Option and License Agreement | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions Line Items | |||||||||||||||
Total revenue | $ 100,000 | $ 400,000 | 0 | 0 | 100,000 | 400,000 | |||||||||
Chiesi Farmaceutici S.p.A. | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions Line Items | |||||||||||||||
Milestone payments receivable | $ 122,500,000 | ||||||||||||||
Nonrefundable, upfront payment | 10,000,000 | ||||||||||||||
Additional payable due from agreement | $ 12,500,000 | ||||||||||||||
Number of performance obligations | performanceObligation | 1 | ||||||||||||||
Current portion of deferred revenue | 1,100,000 | 1,100,000 | 1,400,000 | ||||||||||||
Non-current portion of deferred revenue | 100,000 | 100,000 | $ 100,000 | ||||||||||||
Chiesi Farmaceutici S.p.A. | License fee revenue from non-affiliates | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions Line Items | |||||||||||||||
Total revenue | 48,000 | 1,967,000 | 351,000 | 5,773,000 | |||||||||||
Revenue recognized related to performance obligation | $ 50,000 | $ 2,000,000 | $ 400,000 | $ 5,800,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Elpiscience | Sale and Purchase Agreement | ||||
Related Party Transaction [Line Items] | ||||
Liabilities derecognized from agreements | $ 37,000 | $ 37,000 | ||
Receivables from related parties | 37,000 | 37,000 | ||
Elpiscience | OX40 License Agreement | ||||
Related Party Transaction [Line Items] | ||||
Reimbursement for related party transaction expenses incurred to date | 5,200,000 | 5,200,000 | ||
Receivable for expenses incurred, not yet reimbursed | 200,000 | 200,000 | ||
Reimbursement expenses | 0 | $ 0 | 0 | $ 200,000 |
Liabilities derecognized from agreements | 45,000 | 100,000 | 100,000 | 200,000 |
Elpiscience | OX40 License Agreement | Cost Sharing Agreement | ||||
Related Party Transaction [Line Items] | ||||
Reimbursement for related party transaction expenses incurred to date | 200,000 | 200,000 | ||
Reimbursement expenses | 0 | 200,000 | ||
Liabilities derecognized from agreements | 0 | $ 100,000 | 0 | $ 100,000 |
Receivables from related parties | $ 100,000 | $ 100,000 | ||
Affiliates | LAV Summit Limited | ||||
Related Party Transaction [Line Items] | ||||
Ownership interest, more than | 5.00% | 5.00% |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) ft² in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020 | May 31, 2019USD ($)ft² | Sep. 30, 2017USD ($)ft² | |
Commitments and Contingencies Disclosure [Abstract] | |||||||
Lease agreement term | 7 years | ||||||
Square footage of lease agreement (in sq feet) | ft² | 34 | ||||||
Lease extension term | 5 years | ||||||
Initial base rent per month | $ | $ 30 | $ 100 | |||||
Annual escalations | 2.00% | 2.00% | |||||
Square footage of lease extension agreement (in sq feet) | ft² | 9 | ||||||
Operating lease expense | $ | $ 800 | $ 800 | $ 2,300 | $ 2,300 | |||
Remaining term of operating lease | 3 years 9 months 18 days | 3 years 9 months 18 days | 4 years 6 months | ||||
Weighted-average discount rate | 8.20% | 8.20% | 8.20% |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Schedule of Right-Of-Use Asset and Operating Lease Liability (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Right-of-use asset | $ 6,723 | $ 7,831 |
Operating lease liability | ||
Current portion of lease liability | 1,630 | 1,503 |
Non-current portion of lease liability | 5,469 | 6,707 |
Present value of operating lease liability | $ 7,099 | $ 8,210 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Schedule of Operating Lease Liability Maturity (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Remainder of 2021 | $ 534 | |
2022 | 2,161 | |
2023 | 2,203 | |
2024 | 2,247 | |
2025 | 1,137 | |
Thereafter | 0 | |
Total future minimum lease payments | 8,282 | |
Less: imputed interest | (1,183) | |
Present value of operating lease liability | 7,099 | $ 8,210 |
Current portion of lease liability | (1,630) | (1,503) |
Non-current portion of lease liability | $ 5,469 | $ 6,707 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event - USD ($) $ in Millions | Nov. 09, 2021 | Oct. 31, 2021 |
Open Market Sales Agreement | ||
Subsequent Event [Line Items] | ||
Sale of stock, shares issued (in shares) | 921,042 | |
Sale of stock, proceeds received | $ 40.2 | |
2seventy bio, Inc. | ||
Subsequent Event [Line Items] | ||
Milestone payment received | $ 2.1 |