Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jun. 30, 2019 | Aug. 12, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | UROV | |
Entity Registrant Name | Urovant Sciences Ltd. | |
Entity Central Index Key | 0001740547 | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Current Reporting Status | Yes | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 30,340,432 | |
Entity File Number | 001-38667 | |
Entity Tax Identification Number | 981463899 | |
Entity Address, Address Line One | Suite 1, 3rd Floor | |
Entity Address, Address Line Two | 11-12 St. James’s Square | |
Entity Address, City or Town | London | |
Entity Address, Postal Zip Code | SW1Y 4LB | |
Entity Address, Country | United Kingdom | |
City Area Code | +44 (0)207 | |
Local Phone Number | 400-3347 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2019 | Mar. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 62,360 | $ 85,353 |
Restricted cash | 243 | 243 |
Prepaid expenses and other current assets | 8,416 | 12,914 |
Total current assets | 71,019 | 98,510 |
Furniture and equipment, net | 1,203 | 923 |
Operating lease right-of-use assets | 3,386 | |
Restricted cash, net of current portion | 623 | 600 |
Other assets | 21 | 88 |
Total assets | 76,252 | 100,121 |
Current liabilities: | ||
Accounts payable | 2,971 | 1,925 |
Accrued expenses | 8,287 | 9,877 |
Due to Roivant Sciences Ltd. | 97 | 15 |
Current portion of operating lease liabilities | 92 | |
Total current liabilities | 11,447 | 11,817 |
Long-term debt | 13,728 | 13,534 |
Operating lease liabilities, net of current portion | 3,357 | |
Total liabilities | 28,532 | 25,351 |
Commitments and contingencies (Note 9) | ||
Shareholders' equity | ||
Common shares, par value $0.000037453 per share, 267,001,308 shares authorized, 30,340,432 and 30,322,911 issued and outstanding at June 30, 2019 and March 31, 2019, respectively | 1 | 1 |
Common shares subscribed | (1) | (1) |
Accumulated other comprehensive income | 457 | 269 |
Additional paid-in capital | 251,279 | 250,032 |
Accumulated deficit | (204,016) | (175,531) |
Total shareholders' equity | 47,720 | 74,770 |
Total liabilities and shareholders' equity | $ 76,252 | $ 100,121 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2019 | Mar. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Common shares, par value | $ 0.000037453 | $ 0.000037453 |
Common shares, authorized | 267,001,308 | 267,001,308 |
Common shares, issued | 30,340,432 | 30,322,911 |
Common shares, outstanding | 30,340,432 | 30,322,911 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | ||
Operating expenses: | |||
Research and development | [1] | $ 22,014 | $ 27,965 |
General and administrative | [2] | 5,465 | 3,504 |
Total operating expenses | 27,479 | 31,469 | |
Other income (expense): | |||
Interest expense, net | (513) | ||
Loss on disposal of furniture and equipment | (236) | ||
Other income (expense) | (190) | 229 | |
Loss before provision for income taxes | (28,418) | (31,240) | |
Provision for income taxes | 67 | 55 | |
Net loss | $ (28,485) | $ (31,295) | |
Net loss per common share—basic and diluted | $ (0.94) | $ (1.56) | |
Weighted average common shares outstanding—basic and diluted | 30,325,169 | 20,025,098 | |
[1] | Includes $0 and $2,431 of costs allocated from Roivant Sciences Ltd. during the three months ended June 30, 2019 and 2018, respectively. Also includes share-based compensation expense (see Note 8). | ||
[2] | Includes $60 and $893 of costs allocated from Roivant Sciences Ltd. during the three months ended June 30, 2019 and 2018, respectively. Also includes share-based compensation expense (see Note 8). |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - Roivant Sciences Ltd. - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Research and Development | ||
Costs allocated from related party | $ 0 | $ 2,431 |
General and Administrative | ||
Costs allocated from related party | $ 60 | $ 893 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (28,485) | $ (31,295) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | 188 | (220) |
Total other comprehensive income (loss) | 188 | (220) |
Comprehensive loss | $ (28,297) | $ (31,515) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholder's Equity (Deficit) - USD ($) $ in Thousands | Total | Common Shares | Common Shares Subscribed | Shareholder Receivable | Additional Paid-in Capital | Additional Paid-in CapitalRSI and RSG | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Beginning balance at Mar. 31, 2018 | $ 7,074 | $ 1 | $ (1) | $ (1,310) | $ 72,562 | $ (64,185) | $ 7 | |
Beginning balance (in shares) at Mar. 31, 2018 | 20,025,098 | |||||||
Capital contributions | 18,500 | 18,500 | ||||||
Share-based compensation expense | 320 | 320 | ||||||
Capital contribution – share-based compensation expense | 486 | 486 | ||||||
Foreign currency translation adjustment | (220) | (220) | ||||||
Net loss | (31,295) | (31,295) | ||||||
Ending balance at Jun. 30, 2018 | (5,135) | $ 1 | (1) | $ (1,310) | 91,868 | (95,480) | (213) | |
Ending balance (in shares) at Jun. 30, 2018 | 20,025,098 | |||||||
Beginning balance at Mar. 31, 2019 | $ 74,770 | $ 1 | (1) | 250,032 | (175,531) | 269 | ||
Beginning balance (in shares) at Mar. 31, 2019 | 30,322,911 | 30,322,911 | ||||||
Capital contributions | $ 130 | $ 130 | ||||||
Share-based compensation expense | 1,047 | 1,047 | ||||||
Exercise of stock options | $ 70 | 70 | ||||||
Exercise of stock options (in shares) | 17,521 | 17,521 | ||||||
Foreign currency translation adjustment | $ 188 | 188 | ||||||
Net loss | (28,485) | (28,485) | ||||||
Ending balance at Jun. 30, 2019 | $ 47,720 | $ 1 | $ (1) | $ 251,279 | $ (204,016) | $ 457 | ||
Ending balance (in shares) at Jun. 30, 2019 | 30,340,432 | 30,340,432 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (28,485) | $ (31,295) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 54 | 40 |
Share-based compensation expense | 1,047 | 806 |
Amortization of debt discount and issuance costs | 194 | |
Amortization of operating lease right-of-use assets | 63 | |
Loss on disposal of furniture and equipment | 236 | |
Unrealized foreign currency translation adjustment | 188 | (220) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 4,498 | (692) |
Other assets | 67 | |
Due to Roivant Sciences Ltd. | 19 | 1,194 |
Accounts payable | 834 | 4,209 |
Accrued expenses | (1,220) | 5,197 |
Net cash used in operating activities | (22,505) | (20,761) |
Cash flows from investing activities: | ||
Purchases of furniture and equipment | (278) | (115) |
Net cash used in investing activities | (278) | (115) |
Cash flows from financing activities: | ||
Proceeds from capital contributions from Roivant Sciences Ltd. | 130 | 18,500 |
Proceeds from exercise of stock options | 70 | |
Debt financing costs paid | (387) | |
Initial public offering costs paid | (565) | |
Net cash (used in) provided by financing activities | (187) | 17,935 |
Net change in cash, cash equivalents and restricted cash | (22,970) | (2,941) |
Cash, cash equivalents and restricted cash—beginning of period | 86,196 | 7,194 |
Cash, cash equivalents and restricted cash—end of period | 63,226 | 4,253 |
Non-cash investing and financing activities: | ||
Furniture and equipment included in accounts payable and accrued expenses | 229 | |
Furniture and equipment included in due to Roivant Sciences Ltd. | 63 | |
Unpaid initial public offering costs included in accounts payable | $ 288 | |
Supplemental disclosure of cash paid: | ||
Interest | $ 385 |
Description of Business and Liq
Description of Business and Liquidity | 3 Months Ended |
Jun. 30, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business and Liquidity | Note 1—Description of business and liquidity [A] Description of business: Urovant Sciences Ltd. and its subsidiaries (collectively, the “Company”) is a clinical-stage biopharmaceutical company focused on developing and commercializing innovative therapies for urologic conditions. The Company’s lead product candidate, vibegron, is an oral, once-daily, small molecule beta-3 agonist. The Company is currently developing vibegron for the treatment of overactive bladder, or OAB. The Company is also developing vibegron for the treatment of two additional potential indications: OAB in men with benign prostatic hyperplasia and abdominal pain due to irritable bowel syndrome. The Company’s second product candidate, URO-902, is a gene therapy that the Company is developing for patients with OAB who have failed oral pharmacological therapy. There are no currently available FDA-approved gene therapy treatments for OAB. The Company was founded on January 27, 2016 as a Bermuda Exempted Limited Company and a wholly owned subsidiary of Roivant Sciences Ltd. In November 2016, the Company incorporated as its wholly owned subsidiaries (1) Urovant Holdings Ltd. (“UHL”), a private limited company incorporated under the laws of England and Wales, (2) Urovant Sciences GmbH (“USG”), a company with limited liability formed under the laws of Switzerland, (3) Urovant Sciences, Inc. (“USI”), a Delaware corporation based in the United States of America, and in March 2019 incorporated as its wholly owned subsidiaries (4) Urovant Treasury Holdings, Inc. (“UTH”), a Delaware corporation based in the United States of America, and (5) Urovant Sciences Treasury, Inc. (“UST”), a Delaware corporation based in the United States of America. Since its inception, the Company has devoted substantially all of its efforts to organizing and staffing the Company, acquiring its product candidates, vibegron and URO-902, and preparing for and advancing vibegron into clinical development. Vibegron was licensed from Merck Sharp & Dohme Corp. (“Merck”), a subsidiary of Merck & Co., in February 2017. URO-902 was licensed from Ion Channel Innovations, LLC (“ICI”) in August 2018. The Company has determined that it has one operating and reporting segment as it allocates resources and assesses financial performance on a consolidated basis. [B] Liquidity: The Company has not historically been capitalized with sufficient funding to conduct its operations. Certain other costs of conducting the Company’s operations prior to the Company’s initial public offering, which was completed in October 2018, were paid by Roivant Sciences Ltd., inclusive of its wholly owned subsidiaries (“RSL”), and were reimbursed by the Company including amounts pursuant to services agreements with Roivant Sciences, Inc. (“RSI”) and Roivant Sciences GmbH (“RSG”). The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. he Company has not generated any revenues and does not anticipate generating any revenues unless and until it successfully completes development and obtains regulatory approval for one of its product candidates. he Company will seek to obtain additional capital through equity financings, the sale of debt or other arrangements. However, there can be no assurance that the Company will be able to raise additional capital when needed or under acceptable terms, if at all. The sale of additional equity may dilute existing shareholders and newly issued shares may contain senior rights and preferences compared to currently outstanding common shares. The Company’s future operations are highly dependent on a combination of factors, including (1) the success of its research and development programs; (2) the timely and successful completion of any additional financing; (3) the development of competitive therapies by other biotechnology and pharmaceutical companies; (4) the Company’s ability to manage growth of the organization; (5) the Company’s ability to protect its technology and products; and, ultimately (6) regulatory approval and market acceptance of vibegron, URO-902 or any future product candidate. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of significant accounting policies [A] Basis of presentation: The Company’s fiscal year ends on March 31. The accompanying interim condensed consolidated balance sheet as of June 30, 2019, the condensed consolidated statements of operations, comprehensive loss and cash flows for the three months ended June 30, 2019 and 2018 and the condensed consolidated statements of shareholders’ equity (deficit) for the three months ended June 30, 2019 and 2018 are unaudited. The accompanying interim unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they as certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted . The condensed consolidated balance sheet at March 31, 2019 has been derived from the audited consolidated financial statements at that date. In the opinion of management, the interim consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary for the fair presentation of the Company’s consolidated financial position and its results of operations and cash flows for the interim periods presented. The results for the three months ended June 30, 2019 are not necessarily indicative of the results to be expected for the year ending March 31, 2020 or for any future period. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The consolidated financial statements include the accounts of USL and UHL, USG, USI, UTH and UST, USL’s wholly owned subsidiaries. USL has no unconsolidated subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. T here have been no significant changes in the Company's accounting policies from those disclosed in its Annual Report on Form 10-K for the fiscal year ended March 31, 2019 filed with the SEC on June 14, 2019 other than the adoption of ASU No. 2016-02, Leases (Topic 842) (“ASU No. 2016-02”). [B] Use of estimates: The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to assets, liabilities, costs, expenses and compensation expense allocated to the Company under its services agreements with RSI and RSG, as well as share-based compensation, research and development costs and income taxes. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could materially differ from those estimates. [C] Financial instruments: The Company applies a fair value framework in order to measure and disclose its financial assets and liabilities. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value: • Level 1 - Quoted prices in active markets for identical assets or liabilities. • Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Fair values are determined by utilizing quoted prices for similar assets and liabilities in active markets or other market observable inputs such as interest rates and yield curves. • 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. To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company’s financial instruments consist of cash, cash equivalents consisting of money market accounts, restricted cash, accounts payable, accrued expenses, amounts due to and from RSL and long-term debt. The carrying value of the Company’s long-term debt approximates fair value based on current interest rates for similar types of borrowings and is included in Level 2 of the fair value hierarchy. The remaining financial instruments are stated at their respective historical carrying amounts, which approximates fair value due to their short-term nature. [D] : Cash and cash equivalents include cash deposits in banks and all highly liquid investments that are readily convertible to cash without penalty. The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company maintains cash deposits and cash equivalents in highly-rated, federally-insured financial institutions in excess of federally insured limits. The Company has established guidelines relative to diversification and maturities to maintain liquidity and preservation of capital. The Company has not experienced any credit losses related to these financial instruments and does not believe that it is exposed to any significant credit risk related to these instruments. Restricted cash consists of legally restricted non-interest-bearing deposit accounts held as compensating balances against the Company’s corporate credit card program and irrevocable standby letters of credit connected to its office leases (see Note 10) Restricted cash classified as a current asset consists of the restricted deposit account relating to the Company’s corporate credit card agreement. Restricted cash classified as a long-term asset consists of the restricted deposit account related to the irrevocable standby letters of credit. Cash as reported in the condensed consolidated statements of cash flows includes the aggregate amounts of cash, cash equivalents, and restricted cash as presented on the condensed consolidated balance sheets. Cash as reported in the condensed consolidated statements of cash flows consists of (in thousands): June 30, 2019 June 30, 2018 Cash and cash equivalents $ 62,360 $ 4,253 Restricted cash 866 — Cash, cash equivalents and restricted cash $ 63,226 $ 4,253 [E] : In accordance with ASU No. 2016-02, as adopted on April 1, 2019, the Company determines if an arrangement is a lease at inception. Operating lease right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset during the lease term, and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating leases are included in ROU assets, current operating lease liabilities, and long-term operating lease liabilities on our condensed consolidated balance sheets. Operating lease ROU assets and lease liabilities are initially recognized based on the present value of the future minimum lease payments over the lease term at commencement date calculated using the Company’s incremental borrowing rate applicable to the lease asset, unless the implicit rate is readily determinable. Operating lease ROU assets also include any lease payments made at or before lease commencement and exclude any lease incentives received. The Company determines the lease term as the noncancellable period of the lease, and may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Leases with a term of 12 months or less are not recognized on the condensed consolidated balance sheet. The Company’s leases do not contain any residual value guarantees. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company accounts for lease and non-lease components as a single lease component for all its leases. Prior to April 1, 2019, at the inception of a lease, the Company evaluated the lease agreement to determine whether the lease was an operating or capital lease. For operating leases, the Company recognized rent expense on a straight-line basis over the lease term and recorded the difference between cash rent payments and the recognition of rent expense as a deferred liability. Where lease agreements contained rent escalation clauses, rent abatements and/or concessions, such as rent holidays and tenant improvement allowances, the Company applied them in the determination of straight-line rent expense over the lease term. [F] : Basic net loss per common share is computed by dividing net loss applicable to common shareholder by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing the net loss applicable to common shareholders by the diluted weighted-average number of common shares outstanding during the period calculated in accordance with the treasury stock method. In periods in which the Company reports a net loss, all common share equivalents are deemed anti-dilutive such that basic net loss per common share and diluted net loss per common share are equivalent. Potentially dilutive common shares have been excluded from the diluted net loss per common share computations in all periods presented because such securities have an anti-dilutive effect on net loss per common share due to the Company’s net loss. There are no reconciling items used to calculate the weighted-average number of total common shares outstanding for basic and diluted net loss per common share data. At June 30, 2019 and 2018, potentially dilutive securities were as follows: June 30, 2019 2018 Options 4,031,231 2,422,158 Restricted stock units (unvested) 5,000 — Warrants 33,259 — Total 4,069,490 2,422,158 [G] Recently adopted accounting pronouncements : In February 2016, the FASB issued ASU No. 2016-02 which is a comprehensive new lease standard that amends various aspects of existing accounting guidance for leases. The core principle of ASU No. 2016-02 requires lessees to present the assets and liabilities that arise from leases on their consolidated balance sheets. ASU No. 2016-02 is effective for annual periods beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2018. The Company adopted this standard on April 1, 2019 using the optional modified retrospective transition method and applied the transition package of practical expedients allowed by the standard. Comparative periods were not restated. Upon adoption, on April 1, 2019, the Company recorded a $0.2 million increase in operating lease right-of-use assets and a $0.2 million increase in operating lease liabilities. The adoption of the new standard did not materially impact the Company’s consolidated results of operations and cash flows and did not have an impact on the Company’s beginning accumulated deficit balance. ASU No. 2016-02 provides a number of optional practical expedients in transition. For leases that commenced prior to April 1, 2019, the Company elected the following package of practical expedients when assessing the transition impact: (1) not to reassess whether any expired or existing contracts are or contain leases; (2) not to reassess the lease classification for any expired or existing leases; and (3) not to reassess initial direct costs for any existing leases. The Company also elected to: (1) use the total lease term in its initial incremental borrowing rate calculation; (2) combine its lease and non-lease components and account for them as a single lease component; and (3) not apply the use of hindsight in determining the lease term when considering lessee options to extend or terminate the lease and to purchase the underlying asset. For additional information regarding the Company’s leases, see Note 10. In June 2018, the FASB issued ASU No. 2018-07, C ompensation-Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting Entities must apply the guidance retrospectively with a cumulative effect adjustment to retained earnings as of the beginning of the period of adoption. The adoption of ASU No. 2018-07 on April 1, 2019 did not have a material impact on the Company's consolidated financial position, results of operations and related disclosures. In July 2018, the FASB issued ASU No. 2018-09, Codification Improvements The adoption of ASU No. 2018-19 on April 1, 2019 did not have a material impact on the Company's consolidated financial position, results of operations and related disclosures. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company’s present or future consolidated financial position, results of operations or cash flows. [H] Recently issued accounting pronouncements : In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Jun. 30, 2019 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | Note 3—Accrued expenses Accrued expenses at June 30, 2019 and March 31, 2019 consist of the following (in thousands): June 30, 2019 March 31, 2019 Research and development expenses $ 6,921 $ 4,993 General and administrative expenses 331 615 Compensation-related expenses 729 3,398 Professional services expenses 282 821 Other expenses 24 50 Total accrued expenses $ 8,287 $ 9,877 |
Long-term Debt
Long-term Debt | 3 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Note 4—Long-term debt In February 2019, the Company and its subsidiaries, UHL, USG (collectively with the Company and UHL, the “Borrowers”) and USI (collectively with the Borrowers, the “Loan Parties”) entered into a secured debt financing agreement (the “Hercules Loan Agreement”) with Hercules Capital, Inc., as agent and lender (the “Administrative Agent”) in the amount of $100 million (the “Term Loans”). A first tranche of $15 million, or net cash proceeds of $14.1 million, was funded upon execution of the Hercules Loan Agreement, and the remaining $85 million is available in three additional optional tranches through June 30, 2021, subject to certain terms and conditions, including the achievement of certain milestones. The Term Loans bear a variable interest rate equal to the greater of (i) 10.15% or (ii) the lesser of (x) the prime rate as reported in The Wall Street Journal plus 4.65% and (y) 12.15%. The interest rate on the Term Loans was 10.15% at June 30, 2019. The Company is obligated to make monthly payments of accrued interest for the first 12 months from closing (the “Interest-only Period”), followed by monthly installments of principal and interest through the maturity date. Pursuant to the terms of the Hercules Loan Agreement, the end of the Interest-only Period has been extended from April 1, 2020 to October 1, 2020 as a result of the achievement of a clinical milestone. The Interest-only Period may be extended an additional six months to April 1, 2021 if certain milestones are met. The Term Loans mature 36 months from closing and include an option for the Loan Parties to extend the maturity date up to 18 months if certain defined milestones are met. Pursuant to the terms of the Hercules Loan Agreement, the Term Loan Maturity Date (as defined in the Hercules Loan Agreement) has been extended from March 1, 2022 to March 1, 2023 as a result of the achievement of a clinical milestone. The Loan Parties have the option to prepay the Terms Loans and the prepayment of the Term Loans will be subject to, in some circumstances, a prepayment charge equal to 2% in the first 12 months from closing, 1% in the second 12 months, and 0% thereafter. Upon repayment of the Term Loans, the Company will be obligated to pay an end of term charge in an amount equal to 4.25% of the amount of the Term Loans actually advanced. The Company’s obligations under the Hercules Loan Agreement are fully and unconditionally guaranteed by the subsidiaries of the Borrowers, including USI. The Loan Parties’ obligations under the Hercules Loan Agreement are secured by a first priority security interest on substantially all of their personal property, other than intellectual property, and subject to certain other exceptions. The Hercules Loan Agreement contains certain representations and warranties, affirmative covenants, negative covenants and conditions that are customarily required for similar financings. The agreement also contains a minimum cash covenant that requires the Loan Parties to hold certain minimum cash balances in the event that either certain milestones are not achieved or the market capitalization of the Company is below a certain threshold for certain periods of time. Such minimum cash covenant ceases to apply if the Company achieves certain clinical development and financial milestones as set forth in the Hercules Loan Agreement. The Hercules Loan Agreement also contains customary events of default (subject, in certain instances, to specified grace periods). If any event of default occurs, the principal, premium, if any, interest and any other monetary obligations on all the then outstanding amounts under the Term Loans may become due and payable immediately. Upon the occurrence of an event of default, a default interest rate of an additional 5% may be applied to the outstanding principal balance, and the Administrative Agent may declare all outstanding obligations immediately due and payable (subject, in certain instances, to specified grace periods) and take such other actions as set forth in the Hercules Loan Agreement. Upon the occurrence of certain bankruptcy and insolvency events, the obligations under the Hercules Loan Agreement would automatically become due and payable. The Company is in compliance with the covenants under the Hercules Loan Agreement as of June 30, 2019. In connection with each funding of the Term Loans, the Company is required to issue to the Administrative Agent a warrant (the “Warrants”) to purchase a number of the Company’s common shares equal to 2% of the principal amount of the relevant Term Loan funded divided by the exercise price, which will be based on the closing price of the Company’s common shares on the business day immediately prior to the relevant Term Loan funding (or for the first and second tranches only at the lower of (i) $9.02 per share or (ii) the closing price of the Company’s common shares on the business day immediately prior to the relevant Term Loan funding). The Warrants may be exercised on a cashless basis, and are immediately exercisable through the seventh anniversary of the applicable funding date. The number of common shares for which each Warrant is exercisable and the associated exercise price are subject to certain proportional adjustments as set forth in such Warrant. In connection with the first tranche of the Term Loans, the Company issued a Warrant to the Administrative Agent, exercisable for an aggregate of 33,259 of the Company’s common shares at an exercise price of $9.02 per share. The Company accounted for the Warrant as an equity instrument since it was indexed to the Company’s common shares and met the criteria for classification in shareholders’ equity. The relative fair value of the Warrant related to the first tranche funding was approximately $0.2 million and was treated as a discount to the Term Loan. This amount is being amortized to interest expense using the effective interest method over the life of the Term Loan. The Company estimated the fair value of the Warrant using the Black-Scholes option-pricing model based on the following key assumptions: Tranche 1 Exercise price $9.02 Common share price on date of issuance $10.50 Expected volatility 69.6% Contractual term, in years 7.00 Risk-free interest rate 2.55% Expected dividend yield —% The Company recorded the first tranche of the Term Loan at a discount of $1.8 million, including the proceeds allocated to the related Warrant, and incurred financing costs of $0.4 million relating to the Hercules Loan Agreement which are recorded as an offset to long-term debt on the Company’s consolidated balance sheet. The debt discount and deferred financing costs are being amortized over the term of the debt using the effective interest method, and are included in interest expense in the Company’s condensed consolidated statement of operations. During the three months ended June 30, 2019, interest expense included $0.2 million of amortized debt discount and issuance costs related to the Term Loan. Outstanding debt obligations to Hercules Capital, Inc. are as follows (in thousands): June 30, 2019 Principal amount $ 15,000 End of term charge 638 Less: unamortized debt discount and issuance costs (1,910 ) Loan payable less unamortized debt discount and issuance costs 13,728 Less: current maturities — Long-term debt, net of unamortized debt discount and issuance costs $ 13,728 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5—Related party transactions [A] Services agreements: In May 2017, the Company entered into a services agreement with RSI effective January 17, 2017, as amended and restated on July 9, 2018, under which RSI agreed to provide certain administrative and research and development services to the Company during its formative period. Under this services agreement, the Company will pay or reimburse RSI for any expenses it, or third parties acting on its behalf, incurs for the Company. For any general and administrative and research and development activities performed by RSI employees, RSI will charge back the employee compensation expense plus a pre-determined markup. RSI also provided such services prior to the formalization of this services agreement, and such costs have been recognized by the Company in the period in which the services were rendered. Employee compensation expense, inclusive of base salary and fringe benefits, is determined based upon the relative percentage of time utilized on Company matters. All other costs will be billed back at cost. The condensed consolidated financial statements also include third-party expenses that have been paid by RSI and RSL since the inception of the Company. In addition, in May 2017, USG entered into a separate services agreement with RSG, effective as of January 17, 2017, as amended and restated on July 9, 2018, for the provisioning of services by RSG to USG related to clinical development, administrative and finance and accounting activities. The Company refers to the amended and restated services agreements with RSI and RSG, collectively, as the Services Agreements. Under the Services Agreements, for the three months ended June 30, 2019 and 2018, the Company incurred expenses of $0.06 million and $2.8 million, respectively, inclusive of the mark-up. Based upon the service performed under the services agreements, amounts included in research and development expenses totaled $0 and $2.0 million, and amounts included in general and administrative expenses totaled $0.06 million and $0.8 million during the three months ended June 30, 2019 and 2018, respectively. [B] Information sharing and cooperation agreement: On July 9, 2018, the Company entered into an information sharing and cooperation agreement (the “Cooperation Agreement”) with RSL. The Cooperation Agreement, among other things: (1) obligates the Company to deliver to RSL periodic financial statements and other information upon reasonable request and to comply with other specified financial reporting requirements; (2) requires the Company to supply certain material information to RSL to assist it in preparing any future SEC filings; and (3) requires the Company to implement and observe certain policies and procedures related to applicable laws and regulations. The Company agreed to indemnify RSL and its affiliates and their respective officers, employees and directors against all losses arising out of, due to or in connection with RSL’s status as a shareholder under the Cooperation Agreement and the operations of or services provided by RSL or its affiliates or their respective officers, employees or directors to the Company or any of the Company’s subsidiaries, subject to certain limitations set forth in the Cooperation Agreement. No amounts have been paid or received under this agreement; however, the Company believes this agreement is material to its business and operations. [C] Data sharing agreement: On May 22, 2018, USG entered into a data sharing agreement (the “Data Sharing Agreement”) with Datavant, Inc. (“Datavant”), a subsidiary of the Company’s parent company, RSL. Pursuant to this Data Sharing Agreement, USG granted to Datavant a royalty-free, worldwide (excluding jurisdictions prohibited by the United States government), non-exclusive, irrevocable license to all data, subject to certain exceptions set forth in the Data Sharing Agreement, collected as part of clinical trials (but not prior to completion of such clinical trials and the publication or presentation of the data generated in connection with such clinical trials) or other patient-level data that is owned or licensed by USG and all other data mutually agreed by USG and Datavant, solely for Datavant to (1) use such data to develop its data or other analytics products (the “Datavant Products”), or (2) provide such data to third parties, subject to the limitations and conditions set forth in the Data Sharing Agreement, including limitations on providing such data to any third party that competes with USG. Pursuant to the Data Sharing Agreement, Datavant granted to USG a royalty-free, worldwide (excluding jurisdictions prohibited by the United States government), nonexclusive, irrevocable license to use all data, subject to certain exceptions set forth in the Data Sharing Agreement, owned or licensed by Datavant and applicable Datavant Products for such specified purposes as set forth in the Data Sharing Agreement. The Data Sharing Agreement has an initial term of two years and will automatically renew annually thereafter, subject to 30 days’ written notice of termination by either party. In addition, either party may terminate (1) upon a change of control of either party upon 60 days’ written notice or (2) upon 90 days’ written notice for an uncured material breach by the other party. No amounts have been paid or received under this agreement, however, the Company believes this agreement is material to its business and operations. [D] Operating lease: In June 2019, the Company entered into a sublease agreement with our affiliate, RSI, for 2,784 square feet of office space located in Durham, North Carolina that expires in July 2025. The lease has scheduled rent increases each year and the total lease payment obligations under the agreement is $0.6 million. See Note 10 for more details on the lease. |
Income Taxes
Income Taxes | 3 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 6—Income taxes The Company is not subject to taxation under the laws of Bermuda since it was organized as a Bermuda Exempted Limited Company, for which there is no current tax regime. The Company’s provision for income taxes is primarily based on income taxes in the U.S. for federal and state taxes. The Company’s effective tax rate for the three months ended June 30, 2019 and 2018 was (0.24)% and (0.18)%, respectively. The effective tax rate is driven by the Company’s jurisdictional earnings by location and a valuation allowance that eliminates the Company’s global net deferred tax assets. The Company assesses the realizability of its deferred tax assets at each balance sheet date based on available positive and negative evidence in order to determine the amount which is more likely than not to be realized and records a valuation allowance as necessary. |
Shareholder's Equity
Shareholder's Equity | 3 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Shareholder's Equity | Note 7—Shareholders’ equity Capital contributions: For the three months ended June 30, 2019 and 2018, RSL made cash capital contributions of $0.1 million and $18.5 million, respectively |
Share-based Compensation
Share-based Compensation | 3 Months Ended |
Jun. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | Note 8—Share-based compensation Equity incentive plan: On June 1, 2017, the Company adopted its 2017 Equity Incentive Plan (the “2017 Plan”), under which 2,002,509 common shares are reserved for grant. On June 15, 2018, the Board of Directors approved an increase in the common shares reserved for grant under the 2017 Plan of 1,068,006 common shares. The 2017 Plan was approved by the Company’s shareholders in September 2018. In connection with the Company’s initial public offering, the 2017 Plan was amended effective upon the execution of the underwriting agreement related to the offering. All references herein to the Company’s 2017 Plan will be deemed to refer to the 2017 Plan, as amended and restated, unless context otherwise requires. Pursuant to the “evergreen” provision contained in the 2017 Plan, the number of common shares reserved for issuance under the 2017 Plan automatically increases on November 1 of each year, commencing on November 1, 2018 and ending on November 1, 2028, in an amount equal to 4% of the total number of the Company’s common shares outstanding on the last day of the preceding month, or by a lesser number of common shares as may be determined by the Company’s Board of Directors prior to any such increase date. At June 30, 2019, a total of 229,679 common shares were available for future issuance under the 2017 Plan. Stock options: The Company estimated the fair value of each stock option on the date of grant using the Black-Scholes option pricing model applying the range of assumptions in the following table: Three Months Ended June 30, 2019 Three Months Ended June 30, 2018 Risk-free interest rate 1.95% - 2.30% 2.73% - 2.96% Expected term, in years 6.11 6.00 - 6.25 Expected volatility 64.4% - 65.1% 67.9% - 68.4% Expected dividend yield —% —% The following table presents a summary of stock option activity and data under the Company’s 2017 Plan through June 30, 2019 (in thousands, except share and per share data): Number of Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Options outstanding at March 31, 2019 4,058,866 $ 6.10 $ 3.90 9.13 Granted 85,800 $ 8.07 $ 4.86 Exercised (17,521 ) $ 4.01 $ 2.57 Forfeited (95,914 ) $ 6.16 $ 4.18 Options outstanding at June 30, 2019 4,031,231 $ 6.15 $ 3.92 8.90 $ 8,734 Options exercisable at June 30, 2019 894,638 $ 4.45 $ 2.84 8.42 $ 3,133 The aggregate intrinsic value is calculated as the difference between the exercise price of all outstanding and exercisable stock options and the quoted market price of our common shares at June 30, 2019. At June 30, 2019, there were 894,638 vested or exercisable options outstanding. During the three months ended June 30, 2019, the Company granted options to purchase 85,800 common shares to certain employees of the Company with a weighted-average exercise price of $8.07 under the 2017 Plan. The aggregate intrinsic value of options exercised to purchase 17,521 common shares during the three months ended June 30, 2019 was $0.07 million. Restricted stock unit (“RSUs”): A summary of restricted stock unit activity under the Company’s 2017 Plan through June 30, 2019 is as follows: Number of Shares Unvested balance at March 31, 2019 5,000 Granted — Unvested balance at June 30, 2019 5,000 [A] Share-based compensation expense: Share-based compensation expense was as follows (in thousands): Three Months Ended June 30, 2019 Three Months Ended June 30, 2018 Share-based compensation recognized as: Research and development $ 265 $ 452 General and administrative 782 354 Total $ 1,047 $ 806 Share-based compensation expense is included in research and development and general and administrative expenses in the accompanying condensed consolidated statements of operations consistent with the grantee’s salary classification. Share-based compensation expense presented in the table above includes share-based compensation expense allocated to the Company by RSL as described below in Note 8[B]. Of the total share-based compensation expense, amounts recognized for options granted to non-employees were immaterial for all periods presented. For the three months ended June 30, 2019 and 2018, the Company recorded share-based compensation expense related to stock options and restricted stock units issued to employees, directors and consultants of $1.0 million and $0.3 million, respectively. This share-based compensation expense is included in general and administrative expenses and research and development expenses in the accompanying condensed consolidated statements of operations. Total unrecognized share-based compensation expense was approximately $12.1 million at June 30, 2019 and is expected to be recognized over a weighted-average period of 3.00 years. [B] Share-based compensation allocated to the Company by RSL: In relation to the RSL common share awards and options issued by RSL to RSL, RSI and RSG employees, the Company recorded share-based compensation expense of $0 and $0.5 million for the three months ended June 30, 2019 and 2018, respectively. Share-based compensation expense is allocated to the Company by RSL based upon the relative percentage of time utilized by RSL, RSI and RSG employees on Company matters. The RSL common share awards and RSL options are valued at fair value on the date of grant and that fair value is recognized over the requisite service period. Significant judgment and estimates were used to estimate the fair value of these RSL awards and RSL options, as they are not publicly traded. RSL common share awards and RSL options are subject to specified vesting schedules and requirements (a mix of time-based and performance-based events). The fair value of each RSL common share award is based on various corporate event-based considerations, including targets for RSL’s post-IPO market capitalization and future financing events. The fair value of each RSL option on the date of grant is estimated using the Black-Scholes option-pricing model. Compensation expense will be allocated to the Company over the required service period over which these RSL common share awards and RSL options would vest and is based upon the relative percentage of time utilized by RSL, RSI and RSG employees on Company matters. RSL RSUs: In connection with his employment agreement, the Company’s Principal Executive Officer was granted 66,845 RSUs of the Company’s parent company, RSL, during the year ended March 31, 2018. The RSUs have a requisite service period of eight years and have no dividend rights. The RSUs will vest upon the achievement of both a performance and market condition, if both are achieved within the requisite service period. As of June 30, 2019, the performance condition had not been met and was deemed not probable of being met. For the three months ended June 30, 2019 and 2018, the Company recorded no share-based compensation expense related to the RSUs that were issued. At June 30, 2019, there was $0.9 million of unrecognized compensation expense related to non-vested RSUs. The Company will recognize the expense upon the probable achievement of the performance condition through the requisite service period. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Jun. 30, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9—Commitments and contingencies The Company entered into certain commitments under the Merck license agreement, the ICI license agreement, the Codexis enzyme supply agreement, the Kyorin information sharing collaboration agreement and the Services Agreements with RSI and RSG (see Note 5[A]) . In addition, the Company has entered into services agreements with third parties for pharmaceutical research and development and manufacturing activities. Expenditures to contract research organizations, or CROs, and contract manufacturing organizations, or CMOs, represent significant costs in the Company’s clinical development of its product candidates. Subject to required notice periods, a nominal early termination fee, in certain cases, and the Company’s remaining obligations under binding purchase orders, the Company can elect to discontinue the work under these agreements at any time. The Company expects to enter into additional commitments as the business further develops. The Company may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company accrues for loss contingencies when available information indicates that it is probable that a liability has been incurred and the amount of such liability can be reasonably estimated. In the cases where the Company believes that a reasonably possible loss exists, the Company discloses the facts and circumstances of the loss contingency, including an estimable range, if possible. During the three months ended June 30, 2019, there were no material changes outside the ordinary course of business to the specified contractual obligations set forth in the commitments and contingencies footnote disclosure in the Company’s audited consolidated financial statements for the year ended March 31, 2019 included in the Company’s Annual Report on Form 10-K filed with the SEC on June 14, 2019 other than the lease agreement entered into in June 2019 with RSI (see Note 10). |
Leases
Leases | 3 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | Note 10—Leases In December 2017, the Company entered into an operating lease agreement for office space which consisted of approximately 8,038 square feet located in Irvine, California. The lease term was 26 months beginning January 2018 through February 2020, with no option to extend the term. In connection with this lease, the Company recognized an operating lease right-of-use asset of $0.2 million and an aggregate operating lease liability of $0.2 million in the accompanying condensed consolidated balance sheet on April 1, 2019. The estimated incremental borrowing rate was 13.4%. This lease and all future obligations under this lease were terminated in June 2019 upon the commencement of the Company’s new office lease agreement and, as result, the remaining operating lease liability and right-of-use asset on the lease termination date were written off. The net impact to the condensed consolidated statement of operations was not material. In November 2018, the Company entered into an operating lease for office space in Irvine, California for approximately 21,489 square feet. The lease term for the operating lease is seven years with options to terminate after five years and to extend the lease term for an additional five years which are both not reasonably certain of exercise. Subject to rent abatement for the first through five months of the lease, the Company will be required to pay $54,367 per month for rent for the first twelve months of the lease term which will increase at a fixed rate of approximately 3% per year. The lease further provides that we are obligated to pay certain variable costs, including common area maintenance expenses. The lease commenced in June 2019. The Company recognized an operating lease right-of-use asset of $3.0 million and an operating lease liability of $3.1 million as of June 30, 2019. In connection with the lease, the Company maintains a standby letter of credit for the benefit of the landlord in the amount of $0.6 million. The Company secured the letter of credit for the full amount of the letter with cash on deposit, which is reported as restricted cash as of June 30, 2019 and March 31, 2019. The remaining lease term is 6.9 years at June 30, 2019 and the estimated incremental borrowing rate applied is 12.4%. In June 2019, the Company entered into a sublease agreement with our affiliate, RSI, for office space in Durham, North Carolina for approximately 2,784 square feet. The lease term for the operating lease is six years and two months with no option to extend the lease term. The Company will be required to pay $7,192 per month through July 2020 which will increase at a fixed rate of 3% per year. The lease commenced in June 2019. The Company recognized an operating lease right-of-use asset of $0.4 million and an operating lease liability of $0.4 million as of June 30, 2019. In connection with the lease, the Company maintains a standby letter of credit for the benefit of RSI in the amount of $0.02 million. The Company secured the letter of credit for the full amount of the letter with cash on deposit, which is reported as restricted cash as of June 30, 2019. The remaining lease term is 6.1 years at June 30, 2019 and the estimated incremental borrowing rate applied is 12.4%. Supplemental balance sheet information related to operating leases was as follows (in thousands, except lease term and discount rate): June 30, 2019 Operating lease right-of-use assets $ 3,386 Operating lease liabilities, current portion $ 92 Operating lease liabilities, long-term portion 3,357 Total lease liabilities $ 3,449 Weighted average remaining lease term (years) 6.8 years Weighted average discount rate 12.4% Supplemental cash flow information for the three months ended June 30, 2019 related to operating leases as follows (in thousands): June 30, 2019 Cash paid within cash flows used in operations $ 42 Amortization of operating lease right-of-use assets $ 63 The undiscounted future lease payments under the lease liabilities as of June 30, 2019 were as follows: Years Ending March 31, Lease Payments Remainder of 2020 $ 337 2021 758 2022 781 2023 804 2024 828 Thereafter 1,794 Total lease payments 5,302 Less: imputed interest (1,853 ) Total lease liabilities $ 3,449 Operating lease costs for the three months ended June 30, 2019 were $0.1 million. Short-term and variable lease costs were not material for the three months ended June 30, 2019. Disclosures related to periods prior to adopting the new lease guidance Rent expense for the three months ended June 30, 2018 was $0.06 million. Approximate future operating lease obligations (excluding the optional lease renewal term) as of March 31, 2019 were as follows (in thousands): Years Ending March 31, Operating Leases 2020 $ 455 2021 675 2022 692 2023 711 2024 731 Thereafter 1,662 Total minimum operating lease payments $ 4,926 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | [A] Basis of presentation: The Company’s fiscal year ends on March 31. The accompanying interim condensed consolidated balance sheet as of June 30, 2019, the condensed consolidated statements of operations, comprehensive loss and cash flows for the three months ended June 30, 2019 and 2018 and the condensed consolidated statements of shareholders’ equity (deficit) for the three months ended June 30, 2019 and 2018 are unaudited. The accompanying interim unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they as certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted . The condensed consolidated balance sheet at March 31, 2019 has been derived from the audited consolidated financial statements at that date. In the opinion of management, the interim consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary for the fair presentation of the Company’s consolidated financial position and its results of operations and cash flows for the interim periods presented. The results for the three months ended June 30, 2019 are not necessarily indicative of the results to be expected for the year ending March 31, 2020 or for any future period. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The consolidated financial statements include the accounts of USL and UHL, USG, USI, UTH and UST, USL’s wholly owned subsidiaries. USL has no unconsolidated subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. T here have been no significant changes in the Company's accounting policies from those disclosed in its Annual Report on Form 10-K for the fiscal year ended March 31, 2019 filed with the SEC on June 14, 2019 other than the adoption of ASU No. 2016-02, Leases (Topic 842) (“ASU No. 2016-02”). |
Use of Estimates | [B] Use of estimates: The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to assets, liabilities, costs, expenses and compensation expense allocated to the Company under its services agreements with RSI and RSG, as well as share-based compensation, research and development costs and income taxes. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could materially differ from those estimates. |
Financial Instruments | [C] Financial instruments: The Company applies a fair value framework in order to measure and disclose its financial assets and liabilities. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value: • Level 1 - Quoted prices in active markets for identical assets or liabilities. • Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Fair values are determined by utilizing quoted prices for similar assets and liabilities in active markets or other market observable inputs such as interest rates and yield curves. • 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. To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company’s financial instruments consist of cash, cash equivalents consisting of money market accounts, restricted cash, accounts payable, accrued expenses, amounts due to and from RSL and long-term debt. The carrying value of the Company’s long-term debt approximates fair value based on current interest rates for similar types of borrowings and is included in Level 2 of the fair value hierarchy. The remaining financial instruments are stated at their respective historical carrying amounts, which approximates fair value due to their short-term nature. |
Cash, Cash Equivalents and Restricted Cash | [D] : Cash and cash equivalents include cash deposits in banks and all highly liquid investments that are readily convertible to cash without penalty. The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company maintains cash deposits and cash equivalents in highly-rated, federally-insured financial institutions in excess of federally insured limits. The Company has established guidelines relative to diversification and maturities to maintain liquidity and preservation of capital. The Company has not experienced any credit losses related to these financial instruments and does not believe that it is exposed to any significant credit risk related to these instruments. Restricted cash consists of legally restricted non-interest-bearing deposit accounts held as compensating balances against the Company’s corporate credit card program and irrevocable standby letters of credit connected to its office leases (see Note 10) Restricted cash classified as a current asset consists of the restricted deposit account relating to the Company’s corporate credit card agreement. Restricted cash classified as a long-term asset consists of the restricted deposit account related to the irrevocable standby letters of credit. Cash as reported in the condensed consolidated statements of cash flows includes the aggregate amounts of cash, cash equivalents, and restricted cash as presented on the condensed consolidated balance sheets. Cash as reported in the condensed consolidated statements of cash flows consists of (in thousands): June 30, 2019 June 30, 2018 Cash and cash equivalents $ 62,360 $ 4,253 Restricted cash 866 — Cash, cash equivalents and restricted cash $ 63,226 $ 4,253 |
Leases | [E] : In accordance with ASU No. 2016-02, as adopted on April 1, 2019, the Company determines if an arrangement is a lease at inception. Operating lease right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset during the lease term, and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating leases are included in ROU assets, current operating lease liabilities, and long-term operating lease liabilities on our condensed consolidated balance sheets. Operating lease ROU assets and lease liabilities are initially recognized based on the present value of the future minimum lease payments over the lease term at commencement date calculated using the Company’s incremental borrowing rate applicable to the lease asset, unless the implicit rate is readily determinable. Operating lease ROU assets also include any lease payments made at or before lease commencement and exclude any lease incentives received. The Company determines the lease term as the noncancellable period of the lease, and may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Leases with a term of 12 months or less are not recognized on the condensed consolidated balance sheet. The Company’s leases do not contain any residual value guarantees. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company accounts for lease and non-lease components as a single lease component for all its leases. Prior to April 1, 2019, at the inception of a lease, the Company evaluated the lease agreement to determine whether the lease was an operating or capital lease. For operating leases, the Company recognized rent expense on a straight-line basis over the lease term and recorded the difference between cash rent payments and the recognition of rent expense as a deferred liability. Where lease agreements contained rent escalation clauses, rent abatements and/or concessions, such as rent holidays and tenant improvement allowances, the Company applied them in the determination of straight-line rent expense over the lease term. |
Net Loss per Common Share | [F] : Basic net loss per common share is computed by dividing net loss applicable to common shareholder by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing the net loss applicable to common shareholders by the diluted weighted-average number of common shares outstanding during the period calculated in accordance with the treasury stock method. In periods in which the Company reports a net loss, all common share equivalents are deemed anti-dilutive such that basic net loss per common share and diluted net loss per common share are equivalent. Potentially dilutive common shares have been excluded from the diluted net loss per common share computations in all periods presented because such securities have an anti-dilutive effect on net loss per common share due to the Company’s net loss. There are no reconciling items used to calculate the weighted-average number of total common shares outstanding for basic and diluted net loss per common share data. At June 30, 2019 and 2018, potentially dilutive securities were as follows: June 30, 2019 2018 Options 4,031,231 2,422,158 Restricted stock units (unvested) 5,000 — Warrants 33,259 — Total 4,069,490 2,422,158 |
Recently Adopted Accounting Pronouncements | [G] Recently adopted accounting pronouncements : In February 2016, the FASB issued ASU No. 2016-02 which is a comprehensive new lease standard that amends various aspects of existing accounting guidance for leases. The core principle of ASU No. 2016-02 requires lessees to present the assets and liabilities that arise from leases on their consolidated balance sheets. ASU No. 2016-02 is effective for annual periods beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2018. The Company adopted this standard on April 1, 2019 using the optional modified retrospective transition method and applied the transition package of practical expedients allowed by the standard. Comparative periods were not restated. Upon adoption, on April 1, 2019, the Company recorded a $0.2 million increase in operating lease right-of-use assets and a $0.2 million increase in operating lease liabilities. The adoption of the new standard did not materially impact the Company’s consolidated results of operations and cash flows and did not have an impact on the Company’s beginning accumulated deficit balance. ASU No. 2016-02 provides a number of optional practical expedients in transition. For leases that commenced prior to April 1, 2019, the Company elected the following package of practical expedients when assessing the transition impact: (1) not to reassess whether any expired or existing contracts are or contain leases; (2) not to reassess the lease classification for any expired or existing leases; and (3) not to reassess initial direct costs for any existing leases. The Company also elected to: (1) use the total lease term in its initial incremental borrowing rate calculation; (2) combine its lease and non-lease components and account for them as a single lease component; and (3) not apply the use of hindsight in determining the lease term when considering lessee options to extend or terminate the lease and to purchase the underlying asset. For additional information regarding the Company’s leases, see Note 10. In June 2018, the FASB issued ASU No. 2018-07, C ompensation-Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting Entities must apply the guidance retrospectively with a cumulative effect adjustment to retained earnings as of the beginning of the period of adoption. The adoption of ASU No. 2018-07 on April 1, 2019 did not have a material impact on the Company's consolidated financial position, results of operations and related disclosures. In July 2018, the FASB issued ASU No. 2018-09, Codification Improvements The adoption of ASU No. 2018-19 on April 1, 2019 did not have a material impact on the Company's consolidated financial position, results of operations and related disclosures. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company’s present or future consolidated financial position, results of operations or cash flows. |
Recently Issued Accounting Pronouncements | [H] Recently issued accounting pronouncements : In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Cash, Cash Equivalents and Restricted Cash | Cash as reported in the condensed consolidated statements of cash flows includes the aggregate amounts of cash, cash equivalents, and restricted cash as presented on the condensed consolidated balance sheets. Cash as reported in the condensed consolidated statements of cash flows consists of (in thousands): June 30, 2019 June 30, 2018 Cash and cash equivalents $ 62,360 $ 4,253 Restricted cash 866 — Cash, cash equivalents and restricted cash $ 63,226 $ 4,253 |
Schedule of Potentially Dilutive Securities | At June 30, 2019 and 2018, potentially dilutive securities were as follows: June 30, 2019 2018 Options 4,031,231 2,422,158 Restricted stock units (unvested) 5,000 — Warrants 33,259 — Total 4,069,490 2,422,158 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses at June 30, 2019 and March 31, 2019 consist of the following (in thousands): June 30, 2019 March 31, 2019 Research and development expenses $ 6,921 $ 4,993 General and administrative expenses 331 615 Compensation-related expenses 729 3,398 Professional services expenses 282 821 Other expenses 24 50 Total accrued expenses $ 8,287 $ 9,877 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Estimated Fair Value of Warrant Using Black-Scholes Option-Pricing Model | The Company estimated the fair value of the Warrant using the Black-Scholes option-pricing model based on the following key assumptions: Tranche 1 Exercise price $9.02 Common share price on date of issuance $10.50 Expected volatility 69.6% Contractual term, in years 7.00 Risk-free interest rate 2.55% Expected dividend yield —% |
Schedule of Debt Obligations | Outstanding debt obligations to Hercules Capital, Inc. are as follows (in thousands): June 30, 2019 Principal amount $ 15,000 End of term charge 638 Less: unamortized debt discount and issuance costs (1,910 ) Loan payable less unamortized debt discount and issuance costs 13,728 Less: current maturities — Long-term debt, net of unamortized debt discount and issuance costs $ 13,728 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Estimated Fair Value of Each Stock Option on Date of Grant Using Black-Scholes Option Pricing Model | The Company estimated the fair value of each stock option on the date of grant using the Black-Scholes option pricing model applying the range of assumptions in the following table: Three Months Ended June 30, 2019 Three Months Ended June 30, 2018 Risk-free interest rate 1.95% - 2.30% 2.73% - 2.96% Expected term, in years 6.11 6.00 - 6.25 Expected volatility 64.4% - 65.1% 67.9% - 68.4% Expected dividend yield —% —% |
Summary of Option Activity | The following table presents a summary of stock option activity and data under the Company’s 2017 Plan through June 30, 2019 (in thousands, except share and per share data): Number of Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Options outstanding at March 31, 2019 4,058,866 $ 6.10 $ 3.90 9.13 Granted 85,800 $ 8.07 $ 4.86 Exercised (17,521 ) $ 4.01 $ 2.57 Forfeited (95,914 ) $ 6.16 $ 4.18 Options outstanding at June 30, 2019 4,031,231 $ 6.15 $ 3.92 8.90 $ 8,734 Options exercisable at June 30, 2019 894,638 $ 4.45 $ 2.84 8.42 $ 3,133 |
Summary of Restricted Stock Unit Activity | A summary of restricted stock unit activity under the Company’s 2017 Plan through June 30, 2019 is as follows: Number of Shares Unvested balance at March 31, 2019 5,000 Granted — Unvested balance at June 30, 2019 5,000 |
Schedule of Share-based Compensation Expense | Share-based compensation expense was as follows (in thousands): Three Months Ended June 30, 2019 Three Months Ended June 30, 2018 Share-based compensation recognized as: Research and development $ 265 $ 452 General and administrative 782 354 Total $ 1,047 $ 806 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Summary of Supplemental Balance Sheet Information Related to Operating Leases | Supplemental balance sheet information related to operating leases was as follows (in thousands, except lease term and discount rate): June 30, 2019 Operating lease right-of-use assets $ 3,386 Operating lease liabilities, current portion $ 92 Operating lease liabilities, long-term portion 3,357 Total lease liabilities $ 3,449 Weighted average remaining lease term (years) 6.8 years Weighted average discount rate 12.4% |
Summary of Supplemental Cash Flow Information Related to Operating Leases | Supplemental cash flow information for the three months ended June 30, 2019 related to operating leases as follows (in thousands): June 30, 2019 Cash paid within cash flows used in operations $ 42 Amortization of operating lease right-of-use assets $ 63 |
Summary of Undiscounted Future Lease Payments Under Lease Liabilities | The undiscounted future lease payments under the lease liabilities as of June 30, 2019 were as follows: Years Ending March 31, Lease Payments Remainder of 2020 $ 337 2021 758 2022 781 2023 804 2024 828 Thereafter 1,794 Total lease payments 5,302 Less: imputed interest (1,853 ) Total lease liabilities $ 3,449 |
Schedule of Future Operating Lease Obligation | Approximate future operating lease obligations (excluding the optional lease renewal term) as of March 31, 2019 were as follows (in thousands): Years Ending March 31, Operating Leases 2020 $ 455 2021 675 2022 692 2023 711 2024 731 Thereafter 1,662 Total minimum operating lease payments $ 4,926 |
Description of Business and L_2
Description of Business and Liquidity - Additional Information (Details) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2019USD ($)Segment | Mar. 31, 2019USD ($) | Jun. 30, 2018USD ($) | |
Description Of Business And Liquidity [Line Items] | |||
Number of operating segments | Segment | 1 | ||
Number of reportable segments | Segment | 1 | ||
Cash and cash equivalents | $ 62,360 | $ 85,353 | $ 4,253 |
Hercules Capital, Inc. | |||
Description Of Business And Liquidity [Line Items] | |||
Cash and cash equivalents | 30,000 | ||
Financing commitment currently available to drawn down | $ 30,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |||
Cash and cash equivalents | $ 62,360 | $ 85,353 | $ 4,253 |
Restricted cash | 866 | ||
Cash, cash equivalents and restricted cash | $ 63,226 | $ 4,253 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Potentially Dilutive Securities (Details) - shares | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 4,069,490 | 2,422,158 |
Options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 4,031,231 | 2,422,158 |
Restricted Stock Units (unvested) | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 5,000 | |
Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 33,259 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Apr. 01, 2019 |
Significant Accounting Policies [Line Items] | ||
Operating lease right-of-use assets | $ 3,386 | |
Operating lease liabilities | $ 3,449 | |
ASU 2016-02 | ||
Significant Accounting Policies [Line Items] | ||
Operating lease right-of-use assets | $ 200 | |
Operating lease liabilities | $ 200 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Mar. 31, 2019 |
Payables And Accruals [Abstract] | ||
Research and development expenses | $ 6,921 | $ 4,993 |
General and administrative expenses | 331 | 615 |
Compensation-related expenses | 729 | 3,398 |
Professional services expenses | 282 | 821 |
Other expenses | 24 | 50 |
Total accrued expenses | $ 8,287 | $ 9,877 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended |
Feb. 28, 2019 | Jun. 30, 2019 | |
Debt Instrument [Line Items] | ||
Amortized debt discount and issuance costs | $ 194 | |
Term Loan | ||
Debt Instrument [Line Items] | ||
Interest rate | 10.15% | |
Interest-only Period | 12 months | |
Maximum extended interest-only period | 6 months | |
Debt instrument maturity period | 36 months | |
Debt instrument maximum extend maturity period | 18 months | |
Percentage of prepayment charge in first twelve months | 2.00% | |
Percentage of prepayment charge in second twelve months | 1.00% | |
Percentage of prepayment charge, thereafter | 0.00% | |
Percentage of repayment charge obligated to pay an end of term | 4.25% | |
Term Loan | Hercules Loan Agreement | Interest Expense | ||
Debt Instrument [Line Items] | ||
Amortized debt discount and issuance costs | $ 200 | |
Term Loan | Maximum | ||
Debt Instrument [Line Items] | ||
Variable interest rate | 12.15% | |
Term Loan | Maximum | Prime Rate | ||
Debt Instrument [Line Items] | ||
Variable interest rate | 4.65% | |
Term Loan | Minimum | ||
Debt Instrument [Line Items] | ||
Variable interest rate | 10.15% | |
Administrative Agent | Term Loan | ||
Debt Instrument [Line Items] | ||
Percentage of warrants to purchase number of common shares | 2.00% | |
Common shares exercise price | $ 9.02 | |
Hercules Loan Agreement | ||
Debt Instrument [Line Items] | ||
Proceeds from Long-term debt | $ 14,100 | |
Remaining borrowing capacity | $ 85,000 | |
Additional default interest rate | 5.00% | |
Hercules Loan Agreement | First Tranche | ||
Debt Instrument [Line Items] | ||
Debt instrument face amount | $ 15,000 | |
Hercules Loan Agreement | Administrative Agent | Term Loan | ||
Debt Instrument [Line Items] | ||
Debt instrument face amount | 100,000 | |
Tranche 1 | Term Loan | Hercules Loan Agreement | ||
Debt Instrument [Line Items] | ||
Debt discount | 1,800 | |
Debt financing costs | $ 400 | |
Tranche 1 | Administrative Agent | Term Loan | ||
Debt Instrument [Line Items] | ||
Common shares exercise price | $ 9.02 | |
Warrants to purchase number of common shares | 33,259 | |
Fair value of warrants issued | $ 200 |
Long-term Debt - Schedule of Es
Long-term Debt - Schedule of Estimated Fair Value of Warrant Using Black-Scholes Option-Pricing Model (Details) - Tranche 1 | Jun. 30, 2019$ / shares |
Debt Instrument [Line Items] | |
Contractual term, in years | 7 years |
Exercise Price | |
Debt Instrument [Line Items] | |
Estimated fair value of warrant assumptions | 9.02 |
Common Share Price on Date of Issuance | |
Debt Instrument [Line Items] | |
Estimated fair value of warrant assumptions | 10.50 |
Expected Volatility | |
Debt Instrument [Line Items] | |
Estimated fair value of warrant assumptions | 69.6 |
Risk-free Interest Rate | |
Debt Instrument [Line Items] | |
Estimated fair value of warrant assumptions | 2.55 |
Long-term Debt - Schedule of De
Long-term Debt - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Mar. 31, 2019 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 13,728 | $ 13,534 |
Hercules Loan Agreement | Term Loan | ||
Debt Instrument [Line Items] | ||
Principal amount | 15,000 | |
End of term charge | 638 | |
Less: unamortized debt discount and issuance costs | (1,910) | |
Loan payable less unamortized debt discount and issuance costs | 13,728 | |
Long-term debt | $ 13,728 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | Jul. 09, 2018USD ($) | May 22, 2018USD ($) | Jun. 30, 2019USD ($)ft² | Jun. 30, 2019USD ($)ft² | Jun. 30, 2018USD ($) |
Related Party Transaction [Line Items] | |||||
Lease payment obligations | $ 5,302,000 | $ 5,302,000 | |||
Durham, North Carolina | RSI | |||||
Related Party Transaction [Line Items] | |||||
Area of office space | ft² | 2,784 | 2,784 | |||
Lease payment obligations | $ 600,000 | $ 600,000 | |||
Lease agreement, expiration date | 2025-07 | ||||
Services Agreement | RSI and RSG | |||||
Related Party Transaction [Line Items] | |||||
Costs allocated from related party | 60,000 | $ 2,800,000 | |||
Related party transaction expenses, amount included in research and development expenses | 0 | 2,000,000 | |||
Related party transaction expenses, amount included in general and administrative Expense | $ 60,000 | $ 800,000 | |||
Cooperation Agreement | RSL | |||||
Related Party Transaction [Line Items] | |||||
Amounts of transactions with related party | $ 0 | ||||
Data Sharing Agreement | USG | |||||
Related Party Transaction [Line Items] | |||||
Amounts of transactions with related party | $ 0 | ||||
Agreement term | 2 years | ||||
Agreement written notice of termination period | 30 days | ||||
Data Sharing Agreement | USG | Upon Change Of Control Of Either Party | |||||
Related Party Transaction [Line Items] | |||||
Agreement written notice of termination period | 60 days | ||||
Data Sharing Agreement | USG | For Uncured Material Breach By Other Party | |||||
Related Party Transaction [Line Items] | |||||
Agreement written notice of termination period | 90 days |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate, percent | (0.24%) | (0.18%) |
Shareholder's Equity - Addition
Shareholder's Equity - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Subsidiary Sale Of Stock [Line Items] | ||
Capital contributions | $ 130 | $ 18,500 |
RSL | ||
Subsidiary Sale Of Stock [Line Items] | ||
Capital contributions | $ 100 | $ 18,500 |
Share-based Compensation - Addi
Share-based Compensation - Additional Information (Details) - USD ($) | Nov. 01, 2018 | Jun. 15, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 01, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares vested | 894,638 | |||||
Number of shares exercisable | 894,638 | |||||
Number of options exercised | 17,521 | |||||
Aggregate intrinsic value of options exercised | $ 70,000 | |||||
Share-based compensation expense | 1,047,000 | $ 806,000 | ||||
Unrecognized compensation expense related to non-vested options | 12,100,000 | |||||
RSL to RSL, RSI and RSG Employees | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | $ 0 | $ 500,000 | ||||
Common Shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of options exercised | 17,521 | |||||
2017 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Additional shares for grant, approved | 1,212,916 | |||||
Increase in common shares reserved for future issuance, percentage of common shares outstanding | 4.00% | |||||
Increase in number of common shares reserved for issuance period, description | The number of common shares reserved for issuance under the 2017 Plan automatically increases on November 1 of each year, commencing on November 1, 2018 and ending on November 1, 2028, in an amount equal to 4% of the total number of the Company’s common shares outstanding on the last day of the preceding month, or by a lesser number of common shares as may be determined by the Company’s Board of Directors prior to any such increase date. | |||||
Number of shares exercisable | 894,638 | |||||
Number of options granted | 85,800 | |||||
Weighted-average exercise price | $ 8.07 | |||||
Number of options exercised | 17,521 | |||||
2017 Equity Incentive Plan | Employees | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of options granted | 85,800 | |||||
Weighted-average exercise price | $ 8.07 | |||||
Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation expense related to non-vested options, weighted-average service period | 3 years | |||||
Stock Options | 2017 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common shares reserved for grant | 2,002,509 | |||||
Common shares available for future issuance | 229,679 | |||||
Stock Options | 2017 Equity Incentive Plan | Common Shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Additional shares for grant, approved | 1,068,006 | |||||
Stock Option and Restricted Stock Units | Employees, Directors and Consultants | General and Administrative Expenses and Research and Development Expenses | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | $ 1,000,000 | $ 300,000 | ||||
Restricted Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares granted | 0 | |||||
Restricted Stock Units | Principal Executive Officer | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | $ 0 | $ 0 | ||||
Shares granted | 66,845 | |||||
Awards requisite service period | 8 years | |||||
Unrecognized compensation expense | $ 900,000 |
Share-based Compensation - Sche
Share-based Compensation - Schedule of Estimated Fair Value of Each Stock Option on Date of Grant Using Black-Scholes Option Pricing Model (Details) - Stock Options | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate, Minimum | 1.95% | 2.73% |
Risk-free interest rate, Maximum | 2.30% | 2.96% |
Expected term, in years | 6 years 1 month 9 days | |
Expected volatility, Minimum | 64.40% | 67.90% |
Expected volatility, Maximum | 65.10% | 68.40% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term, in years | 6 years | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term, in years | 6 years 3 months |
Share-based Compensation - Summ
Share-based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options, Exercised | (17,521) | |
Number o Options, Options exercisable at June 30, 2019 | 894,638 | |
2017 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options, Options outstanding at March 31, 2019 | 4,058,866 | |
Number of Options, Granted | 85,800 | |
Number of Options, Exercised | (17,521) | |
Number of Options, Forfeited | (95,914) | |
Number of Options, Options outstanding at June 30, 2019 | 4,031,231 | 4,058,866 |
Number o Options, Options exercisable at June 30, 2019 | 894,638 | |
Weighted Average Exercise Price, Options outstanding at March 31,2019 | $ 6.10 | |
Weighted Average Exercise Price, Granted | 8.07 | |
Weighted Average Exercise Price, Exercised | 4.01 | |
Weighted Average Exercise Price, Forfeited | 6.16 | |
Weighted Average Exercise Price, Options outstanding at June 30, 2019 | 6.15 | $ 6.10 |
Weighted Average Exercise Price, Options exercisable at June 30, 2019 | 4.45 | |
Weighted Average Grant Date Fair Value, Options outstanding at March 31, 2019 | 3.90 | |
Weighted Average Grant Date Fair Value, Granted | 4.86 | |
Weighted Average Grant Date Fair Value, Exercised | 2.57 | |
Weighted Average Grant Date Fair Value, Forfeited | 4.18 | |
Weighted Average Grant Date Fair Value, Options outstanding at June 30, 2019 | 3.92 | $ 3.90 |
Weighted Average Grant Date Fair Value, Options exercisable at June 30, 2019 | $ 2.84 | |
Weighted Average Remaining Contractual Life, Options outstanding | 8 years 10 months 24 days | 9 years 1 month 17 days |
Weighted Average Remaining Contractual Life, Options exercisable at June 30,2019 | 8 years 5 months 1 day | |
Aggregate Intrinsic Value, Options outstanding | $ 8,734 | |
Aggregate Intrinsic Value, Options exercisable at June 30, 2019 | $ 3,133 |
Share-based Compensation - Su_2
Share-based Compensation - Summary of Restricted Stock Unit Activity (Details) - Restricted Stock Units | 3 Months Ended |
Jun. 30, 2019shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested balance at March 31, 2019 | 5,000 |
Granted | 0 |
Unvested balance at June 30, 2019 | 5,000 |
Share-based Compensation - Sc_2
Share-based Compensation - Schedule of Share-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation recognized | $ 1,047 | $ 806 |
Research and Development | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation recognized | 265 | 452 |
General and Administrative | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation recognized | $ 782 | $ 354 |
Leases - Additional Information
Leases - Additional Information (Details) | 1 Months Ended | 3 Months Ended | |||||
Jun. 30, 2019USD ($)ft² | Nov. 30, 2018USD ($)ft² | Dec. 31, 2017ft² | Jun. 30, 2019USD ($)ft² | Jun. 30, 2018USD ($) | Apr. 01, 2019USD ($) | Mar. 31, 2019USD ($) | |
Lessee Lease Description [Line Items] | |||||||
Operating lease right-of-use assets | $ 3,386,000 | $ 3,386,000 | |||||
Operating lease liabilities | 3,449,000 | 3,449,000 | |||||
Operating lease costs | $ 100,000 | ||||||
Rent expense | $ 60,000 | ||||||
Irvine, California | |||||||
Lessee Lease Description [Line Items] | |||||||
Area of office space | ft² | 21,489 | 8,038 | |||||
Term of contract | 7 years | 26 months | |||||
Option to extend | extend the lease term for an additional five years | with no option to extend the term | |||||
Description of lessee leasing arrangements, operating leases | The lease term for the operating lease is seven years with options to terminate after five years and to extend the lease term for an additional five years which are both not reasonably certain of exercise. Subject to rent abatement for the first through five months of the lease, the Company will be required to pay $54,367 per month for rent for the first twelve months of the lease term which will increase at a fixed rate of approximately 3% per year. The lease further provides that we are obligated to pay certain variable costs, including common area maintenance expenses. The lease commenced in June 2019. | The lease term was 26 months beginning January 2018 through February 2020, with no option to extend the term. | |||||
Lease agreement, expiration date | 2020-02 | ||||||
Operating lease, option to extend | false | ||||||
Operating lease right-of-use assets | 3,000,000 | $ 3,000,000 | $ 200,000 | ||||
Operating lease liabilities | 3,100,000 | $ 3,100,000 | $ 200,000 | ||||
Estimated incremental borrowing rate | 12.40% | 13.40% | |||||
Operating lease obligations terminated period | 2019-06 | ||||||
Option to terminate lease | with options to terminate after five years | ||||||
Option to terminate, years | 5 years | ||||||
Additional term of contract | 5 years | ||||||
Rent payment per month for first twelve months | $ 54,367 | ||||||
Percentage of annual rent payment increase at fixed rate | 3.00% | ||||||
Remaining lease term | 6 years 10 months 24 days | ||||||
Irvine, California | Letter of Credit | |||||||
Lessee Lease Description [Line Items] | |||||||
Stand by letter of credit | $ 600,000 | $ 600,000 | $ 600,000 | ||||
Durham, North Carolina | RSI | |||||||
Lessee Lease Description [Line Items] | |||||||
Area of office space | ft² | 2,784 | 2,784 | |||||
Term of contract | 6 years 2 months | 6 years 2 months | |||||
Description of lessee leasing arrangements, operating leases | The lease term for the operating lease is six years and two months with no option to extend the lease term. The Company will be required to pay $7,192 per month through July 2020 which will increase at a fixed rate of 3% per year. The lease commenced in June 2019. | ||||||
Lease agreement, expiration date | 2025-07 | ||||||
Operating lease right-of-use assets | $ 400,000 | $ 400,000 | |||||
Operating lease liabilities | $ 400,000 | $ 400,000 | |||||
Estimated incremental borrowing rate | 12.40% | ||||||
Percentage of annual rent payment increase at fixed rate | 3.00% | 3.00% | |||||
Remaining lease term | 6 years 1 month 6 days | ||||||
Option to extend | with no option to extend the lease term | ||||||
Rent payment per month | $ 7,192 | ||||||
Operating sublease, option to extend | false | ||||||
Durham, North Carolina | Letter of Credit | RSI | |||||||
Lessee Lease Description [Line Items] | |||||||
Stand by letter of credit | $ 20,000 | $ 20,000 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Balance Sheet Information Related to Operating Leases (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Leases [Abstract] | |
Operating lease right-of-use assets | $ 3,386 |
Operating lease liabilities, current portion | 92 |
Operating lease liabilities, long-term portion | 3,357 |
Total lease liabilities | $ 3,449 |
Weighted average remaining lease term (years) | 6 years 9 months 18 days |
Weighted average discount rate | 12.40% |
Leases - Summary of Supplemen_2
Leases - Summary of Supplemental Cash Flow Information Related to Operating Leases (Details) $ in Thousands | 3 Months Ended |
Jun. 30, 2019USD ($) | |
Leases [Abstract] | |
Cash paid within cash flows used in operations | $ 42 |
Amortization of operating lease right-of-use assets | $ 63 |
Leases - Summary of Undiscounte
Leases - Summary of Undiscounted Future Lease Payments Under Lease Liabilities (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Leases [Abstract] | |
Remainder of 2020 | $ 337 |
2021 | 758 |
2022 | 781 |
2023 | 804 |
2024 | 828 |
Thereafter | 1,794 |
Total lease payments | 5,302 |
Less: imputed interest | (1,853) |
Operating lease liabilities | $ 3,449 |
Leases - Schedule of Future Ope
Leases - Schedule of Future Operating Lease Obligation (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 455 |
2021 | 675 |
2022 | 692 |
2023 | 711 |
2024 | 731 |
Thereafter | 1,662 |
Total minimum operating lease payments | $ 4,926 |