Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 23, 2020 | Jun. 28, 2019 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Entity Current Reporting Status | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | EQ | ||
Entity Registrant Name | EQUILLIUM, INC. | ||
Entity Central Index Key | 0001746466 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 17,618,591 | ||
Entity Public Float | $ 33,700,000 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Entity File Number | 001-38692 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 82-1554746 | ||
Entity Interactive Data Current | Yes | ||
Security Exchange Name | NASDAQ | ||
Entity Address, Address Line One | 2223 Avenida de la Playa | ||
Entity Address, Address Line Two | Suite 105 | ||
Entity Address, City or Town | La Jolla | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92037 | ||
City Area Code | 858 | ||
Local Phone Number | 412-5302 | ||
Document Annual Report | true | ||
Document Transition Report | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 13,219 | $ 28,508 |
Short-term investments | 39,924 | 37,405 |
Prepaid expenses and other current assets | 2,288 | 1,186 |
Total current assets | 55,431 | 67,099 |
Property and equipment, net | 93 | 64 |
Other assets | 15 | |
Total assets | 55,539 | 67,163 |
Current liabilities: | ||
Accounts payable | 1,873 | 1,119 |
Accrued expenses | 2,010 | 909 |
Total current liabilities | 3,883 | 2,028 |
Long-term notes payable | 9,681 | |
Other non-current liabilities | 127 | 200 |
Total liabilities | 13,691 | 2,228 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, $0.0001 par value; 200,000,000 shares authorized as of December 31, 2019 and 2018; 17,425,654 and 17,376,236 shares issued and outstanding as of December 31, 2019 and 2018, respectively | 1 | 1 |
Additional paid-in capital | 82,938 | 80,441 |
Accumulated other comprehensive income | 21 | 5 |
Accumulated deficit | (41,112) | (15,512) |
Total stockholders' equity | 41,848 | 64,935 |
Total liabilities and stockholders' equity | $ 55,539 | $ 67,163 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 17,425,654 | 17,376,236 |
Common stock, shares outstanding | 17,425,654 | 17,376,236 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating expenses: | ||
Research and development | $ 17,640 | $ 4,943 |
General and administrative | 9,087 | 3,672 |
Total operating expenses | 26,727 | 8,615 |
Loss from operations | (26,727) | (8,615) |
Other income (expense), net: | ||
Interest expense | (279) | (2,558) |
Interest income | 1,391 | 340 |
Other income, net | 15 | |
Change in fair value of Biocon anti-dilution right | (2,417) | |
Total other income (expense), net | 1,127 | (4,635) |
Net loss | (25,600) | (13,250) |
Other comprehensive income, net: | ||
Unrealized gain on available-for-sale securities, net | 44 | 5 |
Foreign currency translation loss | (28) | |
Total other comprehensive income, net | 16 | 5 |
Comprehensive loss | $ (25,584) | $ (13,245) |
Net loss per share, basic and diluted | $ (1.47) | $ (1.09) |
Weighted-average common shares outstanding, basic and diluted | 17,378,096 | 12,190,245 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | ATM | IPO | Biocon | Common Stock | Common StockATM | Common StockIPO | Common StockBiocon | Additional Paid-in Capital | Additional Paid-in CapitalATM | Additional Paid-in CapitalIPO | Additional Paid-in CapitalBiocon | Accumulated Other Comprehensive Income | Accumulated Deficit |
Balance at Dec. 31, 2017 | $ (2,252) | $ 10 | $ (2,262) | |||||||||||
Balance, Shares at Dec. 31, 2017 | 10,708,074 | |||||||||||||
Issuance of common stock | $ 64,476 | $ 3,193 | $ 1 | $ 64,475 | $ 3,193 | |||||||||
Issuance of common stock, Shares | 446,171 | 5,115,097 | 228,060 | |||||||||||
Issuance of common stock upon conversion of promissory notes | 12,303 | 12,303 | ||||||||||||
Issuance of common stock upon conversion of promissory notes, Shares | 878,834 | |||||||||||||
Vesting of restricted stock liability | 18 | 18 | ||||||||||||
Stock-based compensation expense | 442 | 442 | ||||||||||||
Comprehensive income | 5 | $ 5 | ||||||||||||
Net loss | (13,250) | (13,250) | ||||||||||||
Balance at Dec. 31, 2018 | 64,935 | $ 1 | 80,441 | 5 | (15,512) | |||||||||
Balance, Share at Dec. 31, 2018 | 17,376,236 | |||||||||||||
Issuance of common stock | $ (206) | $ (206) | ||||||||||||
Issuance of common stock, Shares | 18,250 | |||||||||||||
Issuance of common stock pursuant to employee stock purchase plan | 42 | 42 | ||||||||||||
Issuance of common stock pursuant to employee stock purchase plan, Shares | 13,321 | |||||||||||||
Vesting of restricted stock liability | 74 | 74 | ||||||||||||
Issuance of common stock warrants | 266 | 266 | ||||||||||||
Exercise of stock options | 69 | 69 | ||||||||||||
Exercise of stock options, Shares | 17,847 | |||||||||||||
Stock-based compensation expense | 2,252 | 2,252 | ||||||||||||
Comprehensive income | 16 | 16 | ||||||||||||
Net loss | (25,600) | (25,600) | ||||||||||||
Balance at Dec. 31, 2019 | $ 41,848 | $ 1 | $ 82,938 | $ 21 | $ (41,112) | |||||||||
Balance, Share at Dec. 31, 2019 | 17,425,654 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Statement Of Stockholders Equity [Abstract] | |
Offering costs | $ 2,123 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating activities: | ||
Net loss | $ (25,600) | $ (13,250) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 23 | 6 |
Stock-based compensation | 2,252 | 442 |
Deferred rent | 2 | 1 |
Non-cash interest expense | 2,557 | |
Change in fair value of Biocon anti-dilution right | 2,417 | |
Accretion of discount on investments, net | (382) | |
Amortization of term loan discount and issuance costs | 65 | |
Other non-cash income and expenses | (20) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (1,115) | (1,140) |
Accounts payable | 775 | 843 |
Accrued expenses | 1,051 | 598 |
Net cash used in operating activities | (22,949) | (7,526) |
Investing activities: | ||
Purchases of property and equipment | (74) | (35) |
Purchases of short-term investments | (54,619) | (37,399) |
Maturities of short-term investments | 52,527 | |
Net cash used in investing activities | (2,166) | (37,434) |
Financing activities: | ||
Proceeds from public offering of common stock, net of $2,123 issuance costs | 64,475 | |
Proceeds from issuance of convertible promissory notes, net | 1,599 | |
Proceeds from issuance of notes payable, net of issuance costs | 9,881 | |
Proceeds from issuance of common stock under ATM, net of issuance costs | (156) | |
Proceeds from exercise of stock options, including early exercise | 69 | 291 |
Proceeds from ESPP purchase | 42 | |
Net cash provided by financing activities | 9,836 | 66,365 |
Effect of exchange rate changes on cash and cash equivalents | (10) | |
Net (decrease) increase in cash and cash equivalents | (15,289) | 21,405 |
Cash and cash equivalents at beginning of period | 28,508 | 7,103 |
Cash and cash equivalents at end of period | 13,219 | 28,508 |
Supplemental cash flow information: | ||
Cash paid for interest | 142 | |
Fair value of common stock warrants in connection with issuance of notes payable | 266 | |
ATM issuance costs in accrued expenses | 50 | |
Amounts included in accounts payable for purchases of property and equipment | $ 11 | 33 |
Conversion of convertible promissory notes into common stock | 12,304 | |
Biocon Anti-Dilution Right | ||
Supplemental cash flow information: | ||
Issuance of common stock | $ 3,193 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Statement Of Cash Flows [Abstract] | |
Offering costs | $ 2,123 |
Organization and Accounting Pro
Organization and Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Accounting Pronouncements | 1. Organization and Accounting Pronouncements Description of Business Equillium, Inc. (the Company) was incorporated in the state of Delaware on March 16, 2017. The Company is engaged in the research and development of products for severe autoimmune and inflammatory disorders with high unmet medical need. From inception through December 31, 2019, the Company has devoted substantially all of its efforts to organizing and staffing the company, business planning, raising capital, in-licensing rights to itolizumab (EQ001), conducting preclinical research, filing two initial Investigational New Drug applications (INDs), commencing clinical development of the Company’s initial product candidate, itolizumab (EQ001), and conducting business development activities. In addition, the Company has a limited operating history, has not generated revenues from its principal operations, and the sales and income potential of its business is unproven. Liquidity As of December 31, 2019, the Company had $53.1 million in cash, cash equivalents and short-term investments. The Company has incurred significant operating losses and negative cash flows from operations. The Company expects to use its cash, cash equivalents, and short-term investments to fund research and development of itolizumab (EQ001) and working capital and other general corporate purposes. The Company does not expect to generate any revenues from product sales unless and until the Company successfully completes development and obtains regulatory approval of itolizumab (EQ001) or any future product candidate, which will not be for at least the next several years, if ever. Accordingly, until such time as the Company can generate significant revenue from sales of its product candidates, if ever, the Company expects to finance its cash needs through a combination of equity offerings, debt financings, and collaboration and license agreements. However, the Company may not be able to secure additional financing or enter into such other arrangements in a timely manner or on favorable terms, if at all. The Company’s failure to raise capital or enter into such other arrangements when needed would have a negative impact on the Company’s financial condition and could force the Company to delay, reduce or terminate its research and development programs or other operations, or grant rights to develop and market product candidates that the Company would otherwise prefer to develop and market itself. Management believes that the Company’s cash, cash equivalents and short-term investments as of December 31, 2019 will be sufficient to fund operations for at least one year from the date this Annual Report on Form 10-K is filed with the U.S. Securities and Exchange Commission (SEC Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) and the rules and regulations of the SEC. Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Updates (ASU) promulgated by the Financial Accounting Standards Board (FASB). Principles of Consolidation In January 2019, the Company created a wholly-owned subsidiary in Australia with the Company serving as the sole shareholder through the subscription of shares. The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All intercompany transactions and balances have been eliminated in consolidation. Foreign Currency Translation The Company’s wholly-owned subsidiary in Australia uses their local currency to be their functional currency. Assets and liabilities are translated into U.S. dollars at quarter-end exchange rates and revenues and expenses are translated at average exchange rates during the quarter and year-to-date period. Foreign currency translation adjustments for the reported periods are included in accumulated other comprehensive loss in the Company’s consolidated statements of comprehensive loss, and the cumulative effect is included in the stockholders’ equity section of the Company’s consolidated balance sheets. Realized and unrealized gains and losses denominated in foreign currencies are recorded in operating expenses in the Company’s consolidated statements of operations and were not material to the Company’s consolidated results of operations for the year ended December 31, 2019. Recent Accounting Pronouncements In February 2015, the FASB issued ASU 2016-02, Leases (Topic 842), which amends the FASB ASC 840 and creates Topic 842, Leases. The new topic supersedes Topic 840, Leases, and increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and requires disclosures of key information about leasing arrangements. For companies that are not emerging growth companies (EGCs), ASU 2016-02 is effective for fiscal years beginning after December 15, 2018. For EGCs, the ASU was to be effective for fiscal years beginning after December 15, 2019. However, in November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326) Derivatives and Hedging (Topic 815) Leases (Topic 842 Effective Dates (ASU 2019-10), In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments (Topic 230) In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement , which is designed to improve the effectiveness of disclosures by removing, modifying and adding disclosures related to fair value measurements. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. The Company will adopt this ASU on January 1, 2020. The adoption of this standard is not expected to have a material impact on the Company’s financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of the Company’s consolidated financial statements requires the Company to make estimates and assumptions that impact the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in the consolidated financial statements and accompanying notes. Significant estimates in the Company’s consolidated financial statements relate to clinical trial accruals and the valuation of equity awards. Management evaluates its estimates on an ongoing basis. Although estimates are based on the Company’s historical experience, knowledge of current events, and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions. Concentration of Credit Risk and Off-Balance Sheet Risk Financial instruments which potentially subject the Company to significant concentration of credit risk consist of cash and cash equivalents and short-term investments. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts, and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. The Company’s investment policy includes guidelines for the quality of the related institutions and financial instruments and defines allowable investments that the Company may invest in, which the Company believes minimizes the exposure to concentration of credit risk. Comprehensive Loss The Company is required to report all components of comprehensive loss, including net loss, in the consolidated financial statements in the period in which they are recognized. Comprehensive loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources, including unrealized gains and losses on investments and foreign currency gains and losses. Other comprehensive income, net includes unrealized gains on short-term investments as well as foreign currency translation losses. Cash and Cash Equivalents Cash and cash equivalents include cash in readily available checking and savings accounts, and money market funds. The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents. Short-Term Investments Available-for-sale securities are carried at fair value, with the unrealized gains and losses reported in comprehensive loss . The amortized cost of available-for-sale debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion are included in interest income. Realized gains and losses and declines in value judged to be other-than-temporary, if any, on available-for-sale securities are included in other income or expense. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest income. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets primarily represent amounts related to director and officer insurance and clinical trial agreements. Property and Equipment Property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets (generally three to five years, or the remaining term of the lease). Impairment of Long-Lived Assets Long-lived assets consist primarily of property and equipment. An impairment loss is recorded if and when events and circumstances indicate that assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount of those assets. While the Company’s current and historical operating losses and negative cash flows are indicators of impairment, management believes that future cash flows to be received support the carrying value of its long-lived assets and, accordingly, has not recognized any impairment losses since inception. Accrued Research and Development Expense The Company is required to estimate its expenses resulting from its obligations under contracts with vendors, consultants and contract research organizations, in connection with conducting research and development activities. The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. The Company reflects research and development expenses in its consolidated financial statements by matching those expenses with the period in which services and efforts are expended. The Company accounts for these expenses according to the progress of the preclinical or clinical study as measured by the timing of various aspects of the study or related activities. The Company determines accrual estimates through review of the underlying contracts along with preparation of financial models taking into account discussions with research and other key personnel as to the progress of studies, or other services being conducted. During the course of a study, the Company adjusts its rate of expense recognition if actual results differ from its estimates. The Company classifies its estimates for accrued research and development expenses as accrued expenses on the accompanying consolidated balance sheet. Research and Development Research and development expenses include salaries and related overhead expenses, external research and development expenses incurred under arrangements with third parties, costs of services performed by consultants and contract research organizations, and regulatory costs including those related to preparing and filing INDs with the FDA. Research and development costs are expensed as incurred. Patent Costs The Company expenses all costs as incurred in connection with patent applications (including direct application fees, and the legal and consulting expenses related to making such applications) and such costs are included in general and administrative expenses in the consolidated statement of operations. Deferred Rent Deferred rent consists of the difference between cash payments and the recognition of rent expense on a straight-line basis for the facilities the Company leases. The Company’s leases for its facilities provide for fixed increases in minimum annual rental payments. The total amount of rental payments due over the lease terms are being charged to rent expense ratably over the life of the leases. The Company classifies the current and non-current portion of deferred rent as accrued expenses and other non-current liabilities, respectively, on the accompanying consolidated balance sheet. Biocon Anti-Dilution Right The Company committed to issue to Biocon SA (together with Biocon Limited, Biocon) additional shares of common stock to maintain Biocon’s ownership interest at 19.5% of the diluted Company shares outstanding (as defined in the License Agreements (as defined below)) until the Company received aggregate cumulative gross proceeds from sales of equity securities of $15.0 million (Biocon Anti-Dilution Right). As an obligation existed to issue a variable number of shares and that obligation was not indexed to the Company’s common stock, the Biocon Anti-Dilution Right was classified as a liability in the accompanying consolidated balance sheet. The Biocon Anti-Dilution Right was recorded at fair value using the precedent transaction method. The fair value of the Biocon Anti-Dilution Right was re-measured at each financial reporting period with any changes in fair value recognized as a component of other expense (income). In connection with the Company’s initial public offering (IPO) in October 2018, the Company issued to Biocon 228,060 shares of common stock in full satisfaction of the Biocon Anti-Dilution Right and the liability was reclassified to stockholders’ equity . Stock-Based Compensation The Company measures employee and nonemployee stock-based awards, including stock options and purchase rights, at grant-date fair value and records compensation expense on a straight-line basis over the vesting period of the award. The Company uses the Black-Scholes option pricing model to value its stock option awards. Estimating the fair value of stock option awards requires management to apply judgment and make estimates of certain assumptions, including the volatility of the Company’s common stock, the expected term of the Company’s stock options, the expected dividend yield and the fair value of the Company’s common stock on the measurement date. As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process whereby (1) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more- likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. Any accrued interest and penalties are included within the related tax liability. Net Loss Per Share Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing the net loss by the weighted average number of common shares and common share equivalents outstanding for the period. Common stock equivalents are only included when their effect is dilutive. The Company’s potentially dilutive securities include outstanding options under the Company’s equity incentive plan and outstanding warrants to purchase common stock, each of which have been excluded from the computation of diluted net loss per share as they would be anti-dilutive to the net loss per share. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position. Potentially dilutive securities not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would be anti-dilutive are as follows (in common stock equivalent shares): Year Ended December 31, Year Ended December 31, 2019 2018 Common stock options 1,821,093 420,481 Common stock warrants 80,428 - Total 1,901,521 420,481 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 3. Fair Value of Financial Instruments The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1 —Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 —Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 —Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity). Financial assets measured at fair value on a recurring basis consist of the Company’s cash equivalents and short-term investments. Cash equivalents consisted of money market funds and short-term investments consisted of U.S. treasury securities, agency securities and certificates of deposit . The The following tables summarize the Company’s assets that require fair value measurements on a recurring basis and their respective input levels based on the fair value hierarchy (in thousands): Fair Value Measurements Using Quoted Prices in Significant Significant Active Markets Other Unobservable December 31, for Identical Observable Inputs 2019 Assets (Level 1) Inputs (Level 2) (Level 3) Short-term investments: U.S. treasury securities $ 28,549 $ 28,549 $ - $ - Agency securities 5,994 - 5,994 - Certificates of deposit 5,381 5,381 - - Total $ 39,924 $ 33,930 $ 5,994 $ - Fair Value Measurements Using Quoted Prices in Significant Significant Active Markets Other Unobservable December 31, for Identical Observable Inputs 2018 Assets (Level 1) Inputs (Level 2) (Level 3) Short-term investments: U.S. treasury securities $ 29,821 $ 29,821 $ - $ - Agency securities 5,659 - 5,659 - Certificates of deposit 1,925 1,925 - - Total $ 37,405 $ 31,746 $ 5,659 $ - U.S. treasury securities and certificates of deposit are valued using Level 1 inputs. Level 1 securities are valued at unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Fair values determined by Level 2 inputs, which utilize data points that are observable such as quoted prices, interest rates and yield curves, require the exercise of judgment and use of estimates, that if changed, could significantly affect the Company’s financial position and results of operations. Investments in agency securities are valued using Level 2 inputs. Level 2 securities are initially valued at the transaction price and subsequently valued and reported utilizing inputs other than quoted prices that are observable either directly or indirectly, such as quotes from third-party pricing vendors. The carrying amounts of the Company’s financial instruments, including prepaid and other current assets, accounts payable, and accrued liabilities, approximate fair value due to their short maturities. The carrying amount of the Company’s notes payable of $9.7 million at December 31, 2019 approximated their fair value as the terms of the notes are consistent with the market terms of transactions with similar profiles (Level 2 inputs). None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis. No transfers between levels have occurred during the periods presented. At December 31, 2019 and 2018, the Company had investments in money market funds of $10.3 million and $12.6 million, respectively, that were measured at fair value using the net asset value per share (or its equivalent) that have not been classified in the fair value hierarchy. The funds invest primarily in U.S. government securities. The Company did not hold any Level 1, 2 or 3 financial liabilities that are recorded at fair value on a recurring basis as of December 31, 2019 and 2018. |
Short-Term Investments
Short-Term Investments | 12 Months Ended |
Dec. 31, 2019 | |
Investments Debt And Equity Securities [Abstract] | |
Short-Term Investments | 4. Short-Term Investments The following table summarizes the Company’s short-term investments (in thousands): Maturity Amortized Unrealized Unrealized Estimated (in years) Cost Gains Losses Fair Value December 31, 2019 U.S. treasury securities 1 or less $ 23,513 $ 6 $ (4 ) $ 23,515 U.S. treasury securities >1 and <5 5,035 - (1 ) 5,034 Agency securities 1 or less 5,976 19 (1 ) 5,994 Certificates of deposit 1 or less 4,131 22 - 4,153 Certificates of deposit >1 and <5 1,220 8 - 1,228 Total $ 39,875 $ 55 $ (6 ) $ 39,924 December 31, 2018 U.S. treasury securities 1 or less $ 29,818 $ 3 $ - $ 29,821 Agency securities >1 and <5 5,657 2 - 5,659 Certificates of deposit >1 and <5 1,925 - - 1,925 Total $ 37,400 $ 5 $ - $ 37,405 All of the Company’s available-for-sale securities are available to the Company for use in its current operations. As a result, the Company categorizes all of these securities as current assets even though the stated maturity of some individual securities may be one year or more beyond the balance sheet date. All of the Company’s securities have a maturity within two years of the balance sheet date. There were no impairments considered other-than-temporary during the year ended December 31, 2019, as it is management’s intention and ability to hold the securities until a recovery of the cost basis or recovery of fair value. Unrealized gains and losses are included in accumulated other comprehensive loss. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 5. Property and Equipment Property and equipment consist of the following (in thousands): December 31, December 31, 2019 2018 Furniture & fixtures $ 60 $ 23 Machinery & lab equipment 24 24 Computer equipment 38 23 Less accumulated depreciation and amortization (29 ) (6 ) Property and equipment, net $ 93 $ 64 Depreciation expense related to property and equipment was approximately $23,000 and $6,000 for the years ended December 31, 2019 and 2018, respectively. No material gains or losses on the disposal of property and equipment have been recorded for the years ended December 31, 2019 and 2018. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Accrued Liabilities Current [Abstract] | |
Accrued Expenses | 6. Accrued Expenses Accrued expenses consist of the following (in thousands): December 31, December 31, 2019 2018 Accrued payroll and other employee benefits $ 1,215 $ 560 Clinical studies 442 245 Other accruals 267 96 Preclinical studies 15 8 Accrued interest 71 - Total accrued expenses $ 2,010 $ 909 |
Collaboration and License Agree
Collaboration and License Agreement | 12 Months Ended |
Dec. 31, 2019 | |
Collaboration And License Agreement [Abstract] | |
Collaboration and License Agreement | 7. Collaboration and License Agreement In May 2017, the Company entered into a collaboration and license agreement (which was amended in September 2018, April 2019 and December 2019), clinical supply agreement, investor rights agreement, and common stock purchase agreement (collectively License Agreements) with Biocon. Pursuant to the License Agreements, Biocon granted the Company an exclusive license to develop, make, have made, use, sell, have sold, offer for sale, import and otherwise exploit itolizumab and any pharmaceutical composition or preparation containing or comprising itolizumab that uses Biocon technology or Biocon know-how (collectively a Biocon Product) in the United States, Canada, Australia and New Zealand (collectively Company Territory). However, unless the Company achieves certain regulatory and development milestones within a specific time period, the licensed rights, other than development rights, are limited to the fields of orphan indications and the treatment of conditions related to asthma and lupus. The Company also has the right to sublicense through multiple tiers to third parties, provided such sublicenses comply with the terms of the License Agreements and the Company provides Biocon a copy of each sublicense agreement within 30 days of execution. If the Company grants a third party a sublicense of its rights to develop and commercialize Biocon Products in Australia or New Zealand, the Company will be required to pay Biocon a high double-digit percentage of any upfront payment the Company receives from such sublicensee for such sublicense, as well as a high double-digit percentage of any additional payments the Company receives from such sublicensee for such sublicense, including but not limited to royalty payments on net sales of Biocon Products by such sublicensee. Under the License Agreements, the Company granted back to Biocon a license to use its technology and know-how related to itolizumab and Biocon Products in certain countries outside of the Equillium Territory. Pursuant to the License Agreements, Biocon agreed to be the Company’s exclusive supplier of itolizumab clinical drug product. Biocon will provide clinical drug product at no cost for up to three concurrent orphan indications until the Company’s first U.S. regulatory approval and all other clinical drug product at Biocon’s cost. In consideration of the rights granted to the Company by Biocon, the Company issued Biocon a total of 2,316,134 shares of its common stock. In addition, the Company is obligated to pay Biocon up to an aggregate of $30 million in regulatory milestone payments upon the achievement of certain regulatory approvals and up to an aggregate of $565 million in sales milestone payments upon the achievement of first commercial sale of product and specified levels of product sales. The Company is also required to pay royalties on tiers of aggregate annual net sales of Biocon Products by us, our affiliates and our sublicensees in the United States and Canada at percentages from the mid-single digits to sub-teen double-digits and on tiers of aggregate annual net sales of Biocon Products by us and our affiliates (but not our sublicensees) in Australia and New Zealand, in each case, subject to adjustments in certain circumstances. Biocon is also required to pay the Company royalties at comparable percentages for sales of itolizumab (EQ001) outside of the Company Territory if the approvals in such geographies included or referenced the Company’s data including data from certain of the Company’s clinical trials, subject to adjustments in certain circumstances. Under the License Agreements, net sales are calculated on a country-by-country basis and are subject to adjustments, including whether the Biocon Product is sold in the form of a combination product. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable | 8. Notes Payable On September 30, 2019 (the Effective Date), the Company Under the terms of the Loan Agreement, the Company may, at its sole discretion, borrow from the Lenders (i) up to an additional $5.0 million (Term B Loan) upon the Company’s achievement of positive topline data in either the Company’s (a) Phase 1b aGVHD trial of itolizumab (EQ001) or (b) Phase 1b asthma trial of itolizumab (EQ001), supporting a formal decision to advance into Phase 2 development, and as confirmed by the Company’s Board of Directors (the Term B Milestone) and (ii) up to an additional $5.0 million (Term C Loan and together with Term A Loan and Term B Loan, the Term Loans) upon the Company’s achievement of positive topline data in both the Company’s Phase 1b aGVHD trial of itolizumab (EQ001) and the Company’s Phase 1b asthma trial of itolizumab (EQ001), supporting a formal decision to advance into Phase 2 development, and as confirmed by the Company’s Board of Directors (the Term C Milestone). The Company may draw the Term B Loan during the period commencing on the date of the occurrence of the Term B Milestone and ending on the earliest of (i) December 31, 2020, (ii) 60 days after achieving the Term B Milestone, and (iii) the occurrence of an event of default and may draw the Term C Loan during the period commencing on the date of the occurrence of the Term C Milestone and ending on the earliest of (i) December 31, 2020, (ii) 60 days after achieving the Term C Milestone, and (iii) the occurrence of an event of default. All of the Term Loans mature on June 1, 2024 (the Maturity Date) and require interest-only payments through June 30, 2021, followed by 36 equal monthly payments of principal and interest; provided that if the Company draws the Term B Loan, the Term Loans will require interest-only payments through December 31, 2021, followed by 30 equal monthly payments of principal and interest. The Term Loans will bear interest at a floating per annum rate equal to the greater of (i) 8.25% and (ii) the sum of (a) the prime rate reported in The Wall Street Journal on the last business day of the month that immediately precedes the month in which the interest will accrue, plus (b) 3.00%. The Company will be required to make a final payment of 4.50% of the original principal amount of the Term Loans drawn payable on the earlier of (i) the Maturity Date, (ii) the acceleration of any Term Loans, or (iii) the prepayment of the Term Loans (the Final Payment). The Company may prepay all, but not less than all, of the Term Loans upon 30 days’ advance written notice to the lender, provided that the Company will be obligated to pay a prepayment fee equal to (i) 3.00% of the principal amount of the applicable Term Loan prepaid on or before the first anniversary of the applicable funding date, (ii) 2.00% of the principal amount of the applicable Term Loan prepaid between the first and second anniversary of the applicable funding date, and (iii) 1.00% of the principal amount of the applicable Term Loan prepaid thereafter, and prior to the Maturity Date (each, a Prepayment Fee). In connection with entering into the Loan Agreement, the Company issued to the Lenders warrants exercisable for 80,428 shares of the Company’s common stock (the Warrants). The Warrants are exercisable in whole or in part, immediately, and have a per share exercise price of $3.73, which is the closing price of the Company’s common stock reported on the Nasdaq Global Market on the day prior to the Effective Date. The Warrants will terminate on the earlier of September 30, 2029 or the closing of certain merger or consolidation transactions. If the Company borrows under Term B Loan and/or Term C Loan, upon the funding of Term B Loan and/or Term C Loan, as applicable, the Company will issue to the Lenders additional warrants to purchase shares of the Company’s common stock equal to 3.00% of each Term Loan amount divided by the lower of (i) the ten day average closing price of the Company’s common stock reported on the Nasdaq Global Market prior to funding or (ii) the closing price of the Company’s common stock reported on the Nasdaq Global Market on the day prior to funding. Such lower amount of (i) and (ii) above shall also be the exercise price per share for such warrants. The terms of such warrants would be substantially the same as those contained in the Warrants. The Company recorded the Warrants as a debt discount, which is classified as a contra-liability against long-term notes payable on the consolidated balance sheet and is amortizing the balance over the life of the underlying debt. The offset to the contra-liability is recorded in additional paid in capital in the Company’s consolidated balance sheet as the Warrants were determined to be equity classified. The Company determined the fair value of the Warrants at the date of issuance was $0.3 million using the Black-Scholes option pricing model based on significant unobservable inputs (Level 3) with an expected term of 10 years, volatility of 92.78%, risk free rate of 1.68% and expected dividend of 0%. The costs incurred to issue the Term Loans of $0.1 million were deferred and are included in the discount to the carrying value of the Term Loans in the accompanying consolidated balance sheet. The deferred costs and the Final Payment fee are amortized to interest expense over the expected term of the Term Loans using the effective interest method with an effective interest rate of 10.97%. The aggregate carrying amounts of the Term Loans are comprised of the following (in thousands): December 31, December 31, 2019 2018 Principal $ 10,000 $ - Add: accreted liability for final payment fee 35 - Less: unamortized discount (354 ) Total $ 9,681 $ - Upon the occurrence of certain events, including but not limited to the Company’s failure to satisfy its payment obligations under the Loan Agreement, the breach of certain of its other covenants under the Loan Agreement, or the occurrence of a material adverse change, cross defaults to other indebtedness or material agreements, judgment defaults and defaults related to failure to maintain governmental approvals failure of which to maintain could result in a material adverse effect, the Company’s lenders will have the right, among other remedies, to declare all principal and interest immediately due and payable, to exercise secured party remedies, to receive the Final Payment and, if the payment of principal and interest is due prior to the Maturity Date, to receive the applicable Prepayment Fee. At December 31, 2019, the Company was in compliance with the covenants contained in the Loan Agreement. Future maturities of the Term Loans, including the Final Payment fee, as of December 31, 2019 are as follows (in thousands): December 31, 2019 Year ending December 31, 2020 $ - Year ending December 31, 2021 1,667 Year ending December 31, 2022 3,333 Year ending December 31, 2023 3,333 Year ending December 31, 2024 2,117 10,450 Unaccreted balance for Final Payment fee on Term Loans (415 ) Unamortized discounts (354 ) 9,681 Less current portion - Noncurrent portion $ 9,681 |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders’ Equity | 9. Stockholders’ Equity During 2017, the Company issued 8,620,000 shares of common stock to founders at a price of $0.00001 per share and 2,088,074 shares of common stock to Biocon as partial consideration for the License Agreements (Note 7). The shares issued to Biocon were valued at $0.005 per share, resulting in $9,689 of research license expense. On October 16, 2018, the Company completed an IPO, selling 4,670,000 shares of common stock at an offering price of $14.00 per share. The Company received net proceeds of approximately $58.7 million, after deducting underwriting discounts, commissions and offering-related transaction costs. In connection with the closing of the IPO in October 2018, the Convertible Promissory notes automatically converted into an aggregate of 878,834 shares of the Company’s common stock and the Company issued 228,060 shares of common stock to Biocon pursuant to certain anti-dilution rights. In November aggregate of 445,097 shares of common stock pursuant to the underwriters’ partial exercise of their option to purchase additional shares In November 2019, the Company entered into an Open Market Sales Agreement SM 2018 Equity Incentive Plan In October 2018, the Company adopted the 2018 Equity Incentive Plan (the 2018 Plan). The 2018 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, performance cash awards and other forms of stock awards. Initially, the maximum number of shares of the Company’s common stock that may be issued under the 2018 Plan is 2,229,773 shares which consists of 333,119 shares of common stock reserved for issuance under the Company’s 2017 Equity Incentive Plan (2017 Plan) at the time the 2018 Plan was adopted, 1,040,000 new shares of common stock approved for issuance under the 2018 Plan and 856,654 shares underlying awards granted under the 2017 Plan that were outstanding as of the effective date of the 2018 Plan and which will be added to the 2018 Plan’s reserve if such awards expire or terminate for any reason prior to exercise or settlement, are forfeited because of the failure to meet a contingency or condition required to vest such shares or are reacquired, withheld or not issued to satisfy a tax withholding or to satisfy a purchase price or exercise price of a stock award. As of December 31, 2019, the number of shares reserved under the 2018 Plan was 813,473 shares. The number of shares of common stock reserved for issuance under the 2018 Plan will automatically increase on January 1 of each calendar year through January 1, 2028, in an amount equal to 5.0% of the total number of shares of the Company’s capital stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by the Company’s board of directors. Options granted under the 2018 Plan are exercisable at various dates as determined upon grant and will expire no more than ten years from their date of grant. The exercise price of each option shall be determined by the Board of Directors based on the estimated fair value of the Company’s stock on the date of the option grant. The exercise price shall not be less than 100% of the fair market value of the Company’s common stock at the time the option is granted. Most option grants generally vest 25% on the first anniversary of the original vesting commencement date, with the balance vesting monthly over the remaining three years. A summary of the Company’s stock option activity under its equity incentive plans are as follows: Shares Subject to Options Weighted- Average Exercise Price Per Share Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Options Outstanding at December 31, 2018 420,483 $ 3.75 Granted 1,502,000 $ 6.12 Exercised (17,847 ) $ 3.87 Forfeitures and cancellations (83,543 ) $ 5.05 Options Outstanding at December 31, 2019 1,821,093 $ 5.64 9.24 $ 17 Options Exercisable at December 31, 2019 367,676 $ 3.75 8.71 $ 17 Aggregate intrinsic value represents the product of the number of options multiplied by the difference between the Company’s closing stock price per share on the last trading day of the fiscal period, which was $3.38 as of December 31, 2019, and the exercise price. T he weighted-average fair value per share of options granted for the years ended December 31, 2019 and 2018 were $4.65 and $5.79, respectively. The following table summarizes certain information regarding stock options (in thousands): Year Ended December 31, Year Ended December 31, 2019 2018 Fair value of options vested during the period $ 1,439 $ 46 Cash received from options exercised during the period $ 69 $ 291 Intrinsic value of options exercised during the period $ - $ 3,346 2018 Employee Stock Purchase Plan In October 2018, the Company adopted the 2018 Equity Stock Purchase Plan (ESPP) whereby eligible employees may elect to withhold up to 15% of their earnings to purchase shares of the Company’s common stock at a price per share equal to the lower of (i) 85% of the fair market value of a share of the Company’s common stock on the first date of an offering or (ii) 85% of the fair market value of a share of the Company’s common stock on the date of the purchase right (purchase right). Initially, 343,275 shares of the Company’s common stock were approved for issuance under the ESPP pursuant to purchase rights granted to the Company’s employees or to employees of any of the Company’s designated affiliates. The number of shares of the Company’s common stock reserved for issuance will automatically increase on January 1 of each calendar year through January 1, 2028, by the lesser of (1) 1.0% of the total number of shares of the Company’s common stock outstanding on the last day of the calendar month before the date of the automatic increase, and (2) 343,275 shares; provided that before the date of any such increase, the Company’s board of directors may determine that such increase will be less than the amount set forth in clauses (1) and (2). As of December 31, 2019, the Company had issued 13,321 shares of common stock under the ESPP which were issued during the year ended December 31, 2019. The Company had 503,716 shares available for future issuance under the ESPP as of December 31, 2019. Liability for Early Exercise of Restricted Stock Options All stock option grants under the 2017 Plan provide for exercise of the stock option prior to vesting. Shares of common stock issued upon exercise of unvested options are subject to repurchase by the Company at the respective original exercise price until vested. Consideration received for the exercise of unvested stock options is recorded as a liability and reclassified into equity as the related award vests. As of December 31, 2019, 265,232 and 446,171 unvested shares issued under early exercise provisions were subject to repurchase by the Company, respectively. The balance sheet reflects an unvested stock liability of $0.2 million and $0.3 million as of December 31, 2019 and 2018, respectively. The short-term portion of the unvested stock liability totals $0.1 million and is classified as accrued expenses on the accompanying consolidated balance sheet. The long-term portion of the unvested stock liability totals $0.1 million and is classified as other non-current liabilities on the accompanying consolidated balance sheet. Stock-Based Compensation Expense Total non-cash stock-based compensation expense for all stock awards and purchase rights, net of forfeitures recognized as they occur, that was recognized in the consolidated statement of operations is as follows (in thousands): Year Ended December 31, Year Ended December 31, 2019 2018 Research and development $ 1,207 $ 251 General and administrative 1,045 191 Total $ 2,252 $ 442 The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee and nonemployee stock option grants were as follows: Year Ended December 31, Year Ended December 31, 2019 2018 Risk-free interest rate 2.23% 2.83% Expected volatility 93.58% 88.29% Expected term (in years) 5.77 5.91 Expected dividend yield 0% 0% Risk-free interest rate. The risk-free rate assumption is based on the U.S. Treasury instruments, the terms of which were consistent with the expected term of the Company’s stock options. Expected volatility. Due to the Company’s limited operating history and lack of company-specific historical or implied volatility as a private company, the expected volatility assumption was determined by examining the historical volatilities of a group of industry peers whose share prices are publicly available. Expected term. The expected term of stock options represents the weighted-average period the stock options are expected to be outstanding. The Company uses the simplified method for estimating the expected term as provided by the SEC. The simplified method calculates the expected term as the average of the time-to-vesting and the contractual life of the options. Expected dividend yield. The expected dividend assumption is based on the Company’s history and expectation of dividend payouts. The Company has not paid and does not intend to pay dividends. Forfeitures . The Company reduces stock-based compensation expense for actual forfeitures during the period. Unrecognized compensation expense for stock options at December 31, 2019 was $8.6 million which is expected to be recognized over a weighted-average period of 3.26 years. Common Stock Reserved for Future Issuance Common stock reserved for future issuance consists of the following as of December 31, 2019 and 2018: December 31, December 31, 2019 2018 Stock options issued and outstanding 1,821,093 420,483 Warrants for common stock 80,428 - Awards available under the 2018 Equity Incentive Plan 813,473 1,363,119 Employee stock purchase plan 503,716 343,275 Total 3,218,710 2,126,877 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Leases and Other Commitments The Company leases certain office space in La Jolla and South San Francisco, California under non-cancelable operating leases. The leases for spaces in La Jolla expire in February 2022. The lease for space in South San Francisco expires in February 2021. Rent expense was $0.2 million and $49,000 for the years ended December 31, 2019 and 2018, respectively. The future minimum lease payments required under non-cancelable leases as of December 31, 2019, are summarized as follows (in thousands): Years Ended December 31, 2020 $ 150 2021 74 2022 10 Total $ 234 The Company enters into service agreements with indemnification clauses in the ordinary course of business. Pursuant to such clauses, the Company indemnifies, defends, holds harmless, and agrees to reimburse the indemnified party for losses suffered or incurred by third party claims arising out of the indemnified party’s Litigation As of December 31, 2019, there was no litigation against the Company . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The components of loss before income tax provision (benefit) for the years ended December 31, 2019 and 2018 consist of the following (in thousands): Year Ended December 31, Year Ended December 31, 2019 2018 US (23,167 ) (13,250 ) Foreign (2,433 ) - $ (25,600 ) $ (13,250 ) The Company has not recorded a current or deferred tax expense or benefit for the years ended December 31, 2019 and 2018. The following is a reconciliation of the expected statutory federal income tax provision to our actual income tax provision for the years ended December 31, 2019 and 2018 (in thousands): Year Ended December 31, Year Ended December 31, 2019 2018 Income taxes at statutory rates $ (5,376 ) $ (2,783 ) State income tax, net of federal benefit 1 - Stock based compensation 276 38 Permanent items (104 ) 1,256 Federal research credit (684 ) (222 ) Change in federal valuation allowance 5,887 1,711 $ - $ - The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of December 31, 2019 and 2018 are as follows (in thousands): December 31, December 31, 2019 2018 Deferred tax assets: Net operating loss carryforward $ 7,212 $ 2,268 Credits 1,227 334 Intangibles 129 185 Other 409 224 Total deferred tax assets 8,977 3,011 Valuation allowance (8,976 ) (3,011 ) Total deferred tax assets, net of allowance $ 1 $ - Deferred tax liabilities: Other (1 ) - Total deferred tax liabilities $ (1 ) $ - Net deferred taxes $ - $ - The Company has established a valuation allowance against its net deferred tax assets due to the uncertainty surrounding the realization of such assets. The Company periodically evaluates the recoverability of the deferred tax assets. At such time as it is determined that it is more likely than not that deferred assets are realizable, the valuation allowance will be reduced. The Company has recorded a full valuation allowance of $9.0 million as of December 31, 2019 as it does not believe it is more likely than not that certain deferred tax assets will be realized primarily due to the generation of pre-tax book losses in the current year, the lack of feasible tax-planning strategies, the limited existing taxable temporary differences, and the subjective nature of forecasting future taxable income into the future. The Company increased its valuation allowance by approximately $6.0 million during the year ended December 31, 2019. At December 31, 2019, the Company had federal and California tax loss carry forwards of approximately $28.3 million and $8.2 million, respectively. The federal net operating loss carryover includes $27.5 million of net operating losses generated subsequent to 2017. Federal net operating losses generated after December 31, 2017 carryover indefinitely and may generally be used to offset up to 80% of future taxable income. The federal net operating losses generated prior to 2018 as well as the state net operating loss carry forwards, begin to expire in 2037 unless previously utilized. The Company has $2.7 million of Australian net operating loss carryforwards that are carried forward indefinitely. At December 31, 2019, the Company had federal and state tax credit carry forwards of approximately $0.6 million and $0.4 million respectively, after reduction for uncertain tax positions. The Company has not performed a formal research and development credit study with respect to these credits. The federal credits will begin to expire in 2037, if unused, and the state credits carry forward indefinitely. Pursuant to the Internal Revenue Code of 1986, as amended (IRC), specifically Section 382 and 383, the Company's ability to use net operating loss and research and development tax credit carry forwards (tax attribute carry forwards) to offset future taxable income is limited if the Company experiences a cumulative change in ownership of more than 50% within a three-year testing period. The Company has not completed an ownership change analysis pursuant to IRC Section 382. If ownership changes within the meaning of IRC Section 382 are identified as having occurred, the amount of remaining tax attribute carry forwards available The following table summarizes the reconciliation of the unrecognized tax benefits activity during the years ended December 31, 2019 and 2018 (in thousands): Year Ended December 31, Year Ended December 31, 2019 2018 Unrecognized Tax Benefits – Beginning $ 89 $ 19 Gross increases – tax positions in prior period - - Gross decreases – tax positions in prior period - (11 ) Gross increase – current-period tax positions 271 81 Gross decrease – current-period tax positions - - Settlements - - Lapse of statute of limitations - - Unrecognized Tax Benefits – Ending $ 360 $ 89 The unrecognized tax benefit amounts are reflected in the determination of the Company’s deferred tax assets. If recognized, none of these amounts would affect the Company’s effective tax rate, since it would be offset by an equal corresponding adjustment in the deferred tax asset valuation allowance. The Company does not foresee material changes to its liability for uncertain tax benefits within the next twelve months. The Company's policy is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties on the Company's balance sheets as of December 31, 2019 and has not recognized interest and/or penalties in the consolidated statement of operations for the year ended December 31, 2019. All tax years for both federal and state purposes remain open and subject to examination by tax jurisdictions. |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement Plan | 12. Retirement Plan The Company sponsors an employee savings plan that qualifies as a deferred salary arrangement under Section 401(k) of the IRC. Participating employees may defer up to the Internal Revenue Service annual contribution limit. The Company has not made any contributions for the years ended December 31, 2019 and 2018. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (unaudited) | 13. Selected Quarterly Financial Data (unaudited) The following table contains unaudited quarterly financial information for the years ended December 31, 2019 and 2018. The Company believes that the following information reflects all normal recurring adjustments necessary for a fair statement of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. in thousands (except per share amounts) First Quarter Second Quarter Third Quarter Fourth Quarter Year Ended December 31, 2019 Operating expenses $ 6,348 $ 6,439 $ 6,324 $ 7,616 Net loss (5,950 ) (6,069 ) (6,014 ) (7,567 ) Net loss per common share, basic and diluted $ (0.34 ) $ (0.35 ) $ (0.35 ) $ (0.44 ) Year Ended December 31, 2018 Operating expenses $ 1,037 $ 1,125 $ 2,226 $ 4,228 Net loss (1,577 ) (1,765 ) (4,917 ) (4,992 ) Net loss per common share, basic and diluted $ (0.15 ) $ (0.16 ) $ (0.44 ) $ (0.31 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events In March 2020, as a result of impacts and risks associated with the current global pandemic caused by COVID-19, the Company decided to pause enrollment of the Company’s Phase 1b clinical trial of itolizumab (EQ001) in uncontrolled asthma and the Company’s Phase 1b clinical trial of itolizumab (EQ001) in lupus nephritis. This decision was not based on any observed safety issues associated with itolizumab (EQ001) but rather out of an abundance of caution related to the current global pandemic and the Company’s concern for the well-being of patients and their caregivers. The Company is continuing to enroll patients in the Phase 1b/2 clinical trial of itolizumab (EQ001) for the treatment of aGVHD given the acute life-threatening severity of the disease as we believe itolizumab (EQ001) represents a potentially life-saving treatment for these severely ill patients. The COVID-19 outbreak in the United States and the rest of the world has caused disruptions to the Company’s business which may delay results of the Company’s clinical trials and adversely impact the Company’s business. The Company cannot predict how legal and regulatory responses to concerns about COVID-19 or other major public health issues will impact the Company’s business, nor can it predict potential adverse impacts related to the availability of capital to fund the Company’s operations. Additionally, the Company’s workforce and outside consultants may also be affected, which could result in an adverse impact on the Company’s ability to conduct business. Any of these factors, alone or in combination with others, could harm the Company’s business, results of operations, financial condition or liquidity. However, the magnitude, timing, and duration of any such potential financial impacts cannot be reasonably estimated at this time. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2015, the FASB issued ASU 2016-02, Leases (Topic 842), which amends the FASB ASC 840 and creates Topic 842, Leases. The new topic supersedes Topic 840, Leases, and increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and requires disclosures of key information about leasing arrangements. For companies that are not emerging growth companies (EGCs), ASU 2016-02 is effective for fiscal years beginning after December 15, 2018. For EGCs, the ASU was to be effective for fiscal years beginning after December 15, 2019. However, in November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326) Derivatives and Hedging (Topic 815) Leases (Topic 842 Effective Dates (ASU 2019-10), In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments (Topic 230) In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement , which is designed to improve the effectiveness of disclosures by removing, modifying and adding disclosures related to fair value measurements. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. The Company will adopt this ASU on January 1, 2020. The adoption of this standard is not expected to have a material impact on the Company’s financial statements. |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements requires the Company to make estimates and assumptions that impact the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in the consolidated financial statements and accompanying notes. Significant estimates in the Company’s consolidated financial statements relate to clinical trial accruals and the valuation of equity awards. Management evaluates its estimates on an ongoing basis. Although estimates are based on the Company’s historical experience, knowledge of current events, and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions. |
Concentration of Credit Risk and Off-Balance Sheet Risk | Concentration of Credit Risk and Off-Balance Sheet Risk Financial instruments which potentially subject the Company to significant concentration of credit risk consist of cash and cash equivalents and short-term investments. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts, and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. The Company’s investment policy includes guidelines for the quality of the related institutions and financial instruments and defines allowable investments that the Company may invest in, which the Company believes minimizes the exposure to concentration of credit risk. |
Comprehensive Loss | Comprehensive Loss The Company is required to report all components of comprehensive loss, including net loss, in the consolidated financial statements in the period in which they are recognized. Comprehensive loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources, including unrealized gains and losses on investments and foreign currency gains and losses. Other comprehensive income, net includes unrealized gains on short-term investments as well as foreign currency translation losses. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash in readily available checking and savings accounts, and money market funds. The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents. |
Short-Term Investments | Short-Term Investments Available-for-sale securities are carried at fair value, with the unrealized gains and losses reported in comprehensive loss . The amortized cost of available-for-sale debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion are included in interest income. Realized gains and losses and declines in value judged to be other-than-temporary, if any, on available-for-sale securities are included in other income or expense. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest income. |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets primarily represent amounts related to director and officer insurance and clinical trial agreements. |
Property and Equipment | Property and Equipment Property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets (generally three to five years, or the remaining term of the lease). |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets consist primarily of property and equipment. An impairment loss is recorded if and when events and circumstances indicate that assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount of those assets. While the Company’s current and historical operating losses and negative cash flows are indicators of impairment, management believes that future cash flows to be received support the carrying value of its long-lived assets and, accordingly, has not recognized any impairment losses since inception. |
Accrued Research and Development Expense | Accrued Research and Development Expense The Company is required to estimate its expenses resulting from its obligations under contracts with vendors, consultants and contract research organizations, in connection with conducting research and development activities. The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. The Company reflects research and development expenses in its consolidated financial statements by matching those expenses with the period in which services and efforts are expended. The Company accounts for these expenses according to the progress of the preclinical or clinical study as measured by the timing of various aspects of the study or related activities. The Company determines accrual estimates through review of the underlying contracts along with preparation of financial models taking into account discussions with research and other key personnel as to the progress of studies, or other services being conducted. During the course of a study, the Company adjusts its rate of expense recognition if actual results differ from its estimates. The Company classifies its estimates for accrued research and development expenses as accrued expenses on the accompanying consolidated balance sheet. |
Research and Development | Research and Development Research and development expenses include salaries and related overhead expenses, external research and development expenses incurred under arrangements with third parties, costs of services performed by consultants and contract research organizations, and regulatory costs including those related to preparing and filing INDs with the FDA. Research and development costs are expensed as incurred. |
Patent Costs | Patent Costs The Company expenses all costs as incurred in connection with patent applications (including direct application fees, and the legal and consulting expenses related to making such applications) and such costs are included in general and administrative expenses in the consolidated statement of operations. |
Deferred Rent | Deferred Rent Deferred rent consists of the difference between cash payments and the recognition of rent expense on a straight-line basis for the facilities the Company leases. The Company’s leases for its facilities provide for fixed increases in minimum annual rental payments. The total amount of rental payments due over the lease terms are being charged to rent expense ratably over the life of the leases. The Company classifies the current and non-current portion of deferred rent as accrued expenses and other non-current liabilities, respectively, on the accompanying consolidated balance sheet. |
Biocon Anti-Dilution Right | Biocon Anti-Dilution Right The Company committed to issue to Biocon SA (together with Biocon Limited, Biocon) additional shares of common stock to maintain Biocon’s ownership interest at 19.5% of the diluted Company shares outstanding (as defined in the License Agreements (as defined below)) until the Company received aggregate cumulative gross proceeds from sales of equity securities of $15.0 million (Biocon Anti-Dilution Right). As an obligation existed to issue a variable number of shares and that obligation was not indexed to the Company’s common stock, the Biocon Anti-Dilution Right was classified as a liability in the accompanying consolidated balance sheet. The Biocon Anti-Dilution Right was recorded at fair value using the precedent transaction method. The fair value of the Biocon Anti-Dilution Right was re-measured at each financial reporting period with any changes in fair value recognized as a component of other expense (income). In connection with the Company’s initial public offering (IPO) in October 2018, the Company issued to Biocon 228,060 shares of common stock in full satisfaction of the Biocon Anti-Dilution Right and the liability was reclassified to stockholders’ equity . |
Stock-Based Compensation | Stock-Based Compensation The Company measures employee and nonemployee stock-based awards, including stock options and purchase rights, at grant-date fair value and records compensation expense on a straight-line basis over the vesting period of the award. The Company uses the Black-Scholes option pricing model to value its stock option awards. Estimating the fair value of stock option awards requires management to apply judgment and make estimates of certain assumptions, including the volatility of the Company’s common stock, the expected term of the Company’s stock options, the expected dividend yield and the fair value of the Company’s common stock on the measurement date. As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards. |
Income Tax | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process whereby (1) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more- likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. Any accrued interest and penalties are included within the related tax liability. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing the net loss by the weighted average number of common shares and common share equivalents outstanding for the period. Common stock equivalents are only included when their effect is dilutive. The Company’s potentially dilutive securities include outstanding options under the Company’s equity incentive plan and outstanding warrants to purchase common stock, each of which have been excluded from the computation of diluted net loss per share as they would be anti-dilutive to the net loss per share. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position. Potentially dilutive securities not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would be anti-dilutive are as follows (in common stock equivalent shares): Year Ended December 31, Year Ended December 31, 2019 2018 Common stock options 1,821,093 420,481 Common stock warrants 80,428 - Total 1,901,521 420,481 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Potentially Dilutive Securities Not Included in Calculation of Diluted Net Loss Per Share | Potentially dilutive securities not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would be anti-dilutive are as follows (in common stock equivalent shares): Year Ended December 31, Year Ended December 31, 2019 2018 Common stock options 1,821,093 420,481 Common stock warrants 80,428 - Total 1,901,521 420,481 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets that Require Fair Value Measurements on Recurring Basis and Their Respective Input Levels Based on Fair Value Hierarchy | The following tables summarize the Company’s assets that require fair value measurements on a recurring basis and their respective input levels based on the fair value hierarchy (in thousands): Fair Value Measurements Using Quoted Prices in Significant Significant Active Markets Other Unobservable December 31, for Identical Observable Inputs 2019 Assets (Level 1) Inputs (Level 2) (Level 3) Short-term investments: U.S. treasury securities $ 28,549 $ 28,549 $ - $ - Agency securities 5,994 - 5,994 - Certificates of deposit 5,381 5,381 - - Total $ 39,924 $ 33,930 $ 5,994 $ - Fair Value Measurements Using Quoted Prices in Significant Significant Active Markets Other Unobservable December 31, for Identical Observable Inputs 2018 Assets (Level 1) Inputs (Level 2) (Level 3) Short-term investments: U.S. treasury securities $ 29,821 $ 29,821 $ - $ - Agency securities 5,659 - 5,659 - Certificates of deposit 1,925 1,925 - - Total $ 37,405 $ 31,746 $ 5,659 $ - |
Short-Term Investments (Tables)
Short-Term Investments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Investments Debt And Equity Securities [Abstract] | |
Schedule of Company's Short-Term Investments | The following table summarizes the Company’s short-term investments (in thousands): Maturity Amortized Unrealized Unrealized Estimated (in years) Cost Gains Losses Fair Value December 31, 2019 U.S. treasury securities 1 or less $ 23,513 $ 6 $ (4 ) $ 23,515 U.S. treasury securities >1 and <5 5,035 - (1 ) 5,034 Agency securities 1 or less 5,976 19 (1 ) 5,994 Certificates of deposit 1 or less 4,131 22 - 4,153 Certificates of deposit >1 and <5 1,220 8 - 1,228 Total $ 39,875 $ 55 $ (6 ) $ 39,924 December 31, 2018 U.S. treasury securities 1 or less $ 29,818 $ 3 $ - $ 29,821 Agency securities >1 and <5 5,657 2 - 5,659 Certificates of deposit >1 and <5 1,925 - - 1,925 Total $ 37,400 $ 5 $ - $ 37,405 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following (in thousands): December 31, December 31, 2019 2018 Furniture & fixtures $ 60 $ 23 Machinery & lab equipment 24 24 Computer equipment 38 23 Less accumulated depreciation and amortization (29 ) (6 ) Property and equipment, net $ 93 $ 64 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accrued Liabilities Current [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following (in thousands): December 31, December 31, 2019 2018 Accrued payroll and other employee benefits $ 1,215 $ 560 Clinical studies 442 245 Other accruals 267 96 Preclinical studies 15 8 Accrued interest 71 - Total accrued expenses $ 2,010 $ 909 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Aggregate Carrying Amounts of Term Loans | The aggregate carrying amounts of the Term Loans are comprised of the following (in thousands): December 31, December 31, 2019 2018 Principal $ 10,000 $ - Add: accreted liability for final payment fee 35 - Less: unamortized discount (354 ) Total $ 9,681 $ - |
Schedule Future Maturities of Term Loans, Including Final Payment Fee | Future maturities of the Term Loans, including the Final Payment fee, as of December 31, 2019 are as follows (in thousands): December 31, 2019 Year ending December 31, 2020 $ - Year ending December 31, 2021 1,667 Year ending December 31, 2022 3,333 Year ending December 31, 2023 3,333 Year ending December 31, 2024 2,117 10,450 Unaccreted balance for Final Payment fee on Term Loans (415 ) Unamortized discounts (354 ) 9,681 Less current portion - Noncurrent portion $ 9,681 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Stock Option Activity | The following table summarizes certain information regarding stock options (in thousands): Year Ended December 31, Year Ended December 31, 2019 2018 Fair value of options vested during the period $ 1,439 $ 46 Cash received from options exercised during the period $ 69 $ 291 Intrinsic value of options exercised during the period $ - $ 3,346 |
Summary of Total Non-cash Stock-based Compensation Expense | Total non-cash stock-based compensation expense for all stock awards and purchase rights, net of forfeitures recognized as they occur, that was recognized in the consolidated statement of operations is as follows (in thousands): Year Ended December 31, Year Ended December 31, 2019 2018 Research and development $ 1,207 $ 251 General and administrative 1,045 191 Total $ 2,252 $ 442 |
Summary of Weighted-Average Assumptions Used to Determine Fair Value of Stock Option Grants | The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee and nonemployee stock option grants were as follows: Year Ended December 31, Year Ended December 31, 2019 2018 Risk-free interest rate 2.23% 2.83% Expected volatility 93.58% 88.29% Expected term (in years) 5.77 5.91 Expected dividend yield 0% 0% |
Summary of Reserved Shares of Common Stock for Future Issuance | Common stock reserved for future issuance consists of the following as of December 31, 2019 and 2018: December 31, December 31, 2019 2018 Stock options issued and outstanding 1,821,093 420,483 Warrants for common stock 80,428 - Awards available under the 2018 Equity Incentive Plan 813,473 1,363,119 Employee stock purchase plan 503,716 343,275 Total 3,218,710 2,126,877 |
2018 Equity Incentive Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Stock Option Activity | A summary of the Company’s stock option activity under its equity incentive plans are as follows: Shares Subject to Options Weighted- Average Exercise Price Per Share Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Options Outstanding at December 31, 2018 420,483 $ 3.75 Granted 1,502,000 $ 6.12 Exercised (17,847 ) $ 3.87 Forfeitures and cancellations (83,543 ) $ 5.05 Options Outstanding at December 31, 2019 1,821,093 $ 5.64 9.24 $ 17 Options Exercisable at December 31, 2019 367,676 $ 3.75 8.71 $ 17 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future Minimum Lease Payments Required Under Non-Cancelable Leases | The future minimum lease payments required under non-cancelable leases as of December 31, 2019, are summarized as follows (in thousands): Years Ended December 31, 2020 $ 150 2021 74 2022 10 Total $ 234 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Summary of Components of Loss Before Income Tax Provision (Benefit) | The components of loss before income tax provision (benefit) for the years ended December 31, 2019 and 2018 consist of the following (in thousands): Year Ended December 31, Year Ended December 31, 2019 2018 US (23,167 ) (13,250 ) Foreign (2,433 ) - $ (25,600 ) $ (13,250 ) |
Summary of Reconciliation of Expected Statutory Federal Income Tax Provision to Actual Income Tax Provision | The following is a reconciliation of the expected statutory federal income tax provision to our actual income tax provision for the years ended December 31, 2019 and 2018 (in thousands): Year Ended December 31, Year Ended December 31, 2019 2018 Income taxes at statutory rates $ (5,376 ) $ (2,783 ) State income tax, net of federal benefit 1 - Stock based compensation 276 38 Permanent items (104 ) 1,256 Federal research credit (684 ) (222 ) Change in federal valuation allowance 5,887 1,711 $ - $ - |
Significant Components of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of December 31, 2019 and 2018 are as follows (in thousands): December 31, December 31, 2019 2018 Deferred tax assets: Net operating loss carryforward $ 7,212 $ 2,268 Credits 1,227 334 Intangibles 129 185 Other 409 224 Total deferred tax assets 8,977 3,011 Valuation allowance (8,976 ) (3,011 ) Total deferred tax assets, net of allowance $ 1 $ - Deferred tax liabilities: Other (1 ) - Total deferred tax liabilities $ (1 ) $ - Net deferred taxes $ - $ - |
Summary of Reconciliation of Unrecognized Tax Benefits | The following table summarizes the reconciliation of the unrecognized tax benefits activity during the years ended December 31, 2019 and 2018 (in thousands): Year Ended December 31, Year Ended December 31, 2019 2018 Unrecognized Tax Benefits – Beginning $ 89 $ 19 Gross increases – tax positions in prior period - - Gross decreases – tax positions in prior period - (11 ) Gross increase – current-period tax positions 271 81 Gross decrease – current-period tax positions - - Settlements - - Lapse of statute of limitations - - Unrecognized Tax Benefits – Ending $ 360 $ 89 |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (unaudited) | The operating results for any quarter are not necessarily indicative of results for any future period. in thousands (except per share amounts) First Quarter Second Quarter Third Quarter Fourth Quarter Year Ended December 31, 2019 Operating expenses $ 6,348 $ 6,439 $ 6,324 $ 7,616 Net loss (5,950 ) (6,069 ) (6,014 ) (7,567 ) Net loss per common share, basic and diluted $ (0.34 ) $ (0.35 ) $ (0.35 ) $ (0.44 ) Year Ended December 31, 2018 Operating expenses $ 1,037 $ 1,125 $ 2,226 $ 4,228 Net loss (1,577 ) (1,765 ) (4,917 ) (4,992 ) Net loss per common share, basic and diluted $ (0.15 ) $ (0.16 ) $ (0.44 ) $ (0.31 ) |
Organization and Accounting P_2
Organization and Accounting Pronouncements - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Date of incorporation | Mar. 16, 2017 |
State of incorporation | DE |
Cash, Cash equivalents and short-term investments | $ 53.1 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Millions | Oct. 16, 2018 | May 31, 2017 | Dec. 31, 2019 |
Biocon | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Common Stock Shares Issued | 2,316,134 | ||
Biocon | IPO | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Common Stock Shares Issued | 228,060 | ||
Collaboration and License Agreement | Biocon Anti-Dilution Right | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Percentage of common stock outstanding shares issued in consideration for collaboration and license agreement | 19.50% | ||
Aggregate cumulative gross proceeds from sales of equity securities to be received | $ 15 | ||
Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property and equipment, useful lives | 3 years | ||
Percentage of tax benefit to be realized upon ultimate settlement with tax authority | 50.00% | ||
Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property and equipment, useful lives | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Potentially Dilutive Securities Not Included in Calculation of Diluted Net Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities not included in calculation of diluted net loss per share | 1,901,521 | 420,481 |
Common Stock Options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities not included in calculation of diluted net loss per share | 1,821,093 | 420,481 |
Common Stock Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities not included in calculation of diluted net loss per share | 80,428 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Assets that Require Fair Value Measurements on Recurring Basis and Their Respective Input Levels Based on Fair Value Hierarchy (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total short-term investments | $ 39,924 | $ 37,405 |
U.S. Treasury Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total short-term investments | 28,549 | 29,821 |
Certificates of Deposit | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total short-term investments | 5,381 | 1,925 |
Agency Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total short-term investments | 5,994 | 5,659 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total short-term investments | 33,930 | 31,746 |
Level 1 | U.S. Treasury Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total short-term investments | 28,549 | 29,821 |
Level 1 | Certificates of Deposit | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total short-term investments | 5,381 | 1,925 |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total short-term investments | 5,994 | 5,659 |
Level 2 | Agency Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total short-term investments | $ 5,994 | $ 5,659 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Carrying amount of notes payable | $ 9,681,000 | |
Financial Liabilities transfer level 1 to level 2 | 0 | |
Financial Liabilities transfer level 2 to level 1 | 0 | |
Financial Liabilities transfer Into Level 3 | 0 | |
Financial Liabilities transfer out of Level 3 | 0 | |
Fair Value Measured Using Net Asset Value | Money Market Funds | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Investments in money market funds | $ 10,300,000 | $ 12,600,000 |
Short-Term Investments - Schedu
Short-Term Investments - Schedule of Company's Short-Term Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 39,875 | $ 37,400 |
Unrealized Gains | 55 | 5 |
Unrealized losses | (6) | |
Short-term investments | 39,924 | 37,405 |
U.S. Treasury Securities Maturing in One Year or Less | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 23,513 | 29,818 |
Unrealized Gains | 6 | 3 |
Unrealized losses | (4) | |
Short-term investments | $ 23,515 | $ 29,821 |
U.S. Treasury Securities Maturing in One Year or Less | Maximum | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Maturity (in years) | 1 year | 1 year |
U.S. Treasury Securities Maturing between One and Five years | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 5,035 | |
Unrealized losses | (1) | |
Short-term investments | $ 5,034 | |
U.S. Treasury Securities Maturing between One and Five years | Minimum | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Maturity (in years) | 1 year | |
U.S. Treasury Securities Maturing between One and Five years | Maximum | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Maturity (in years) | 5 years | |
Agency Securities Maturing in One Year or Less | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 5,976 | |
Unrealized Gains | 19 | |
Unrealized losses | (1) | |
Short-term investments | $ 5,994 | |
Agency Securities Maturing in One Year or Less | Maximum | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Maturity (in years) | 1 year | |
Agency Securities Maturing between One and Five years | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 5,657 | |
Unrealized Gains | 2 | |
Short-term investments | $ 5,659 | |
Agency Securities Maturing between One and Five years | Minimum | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Maturity (in years) | 1 year | |
Agency Securities Maturing between One and Five years | Maximum | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Maturity (in years) | 5 years | |
Certificates of Deposit Maturing in One Year or Less | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 4,131 | |
Unrealized Gains | 22 | |
Short-term investments | $ 4,153 | |
Certificates of Deposit Maturing in One Year or Less | Maximum | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Maturity (in years) | 1 year | |
Certificates of Deposit Maturing between One and Five Years | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 1,220 | $ 1,925 |
Unrealized Gains | 8 | |
Short-term investments | $ 1,228 | $ 1,925 |
Certificates of Deposit Maturing between One and Five Years | Minimum | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Maturity (in years) | 1 year | 1 year |
Certificates of Deposit Maturing between One and Five Years | Maximum | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Maturity (in years) | 5 years | 5 years |
Short-Term Investments - Additi
Short-Term Investments - Additional information (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Schedule Of Available For Sale Securities [Line Items] | |
Other than temporary impairment loss investments available for sale securities | $ 0 |
Minimum | |
Schedule Of Available For Sale Securities [Line Items] | |
Available for sale Securities debt maturities period | 1 year |
Maximum | |
Schedule Of Available For Sale Securities [Line Items] | |
Available for sale Securities debt maturities period | 2 years |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property Plant And Equipment [Line Items] | ||
Less accumulated depreciation and amortization | $ (29) | $ (6) |
Property and equipment, net | 93 | 64 |
Furniture And Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 60 | 23 |
Machinery & Lab Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 24 | 24 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 38 | $ 23 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | ||
Depreciation expense | $ 23,000 | $ 6,000 |
Disposal of property and equipment | $ 0 | $ 0 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accrued Liabilities Current [Abstract] | ||
Accrued payroll and other employee benefits | $ 1,215 | $ 560 |
Clinical studies | 442 | 245 |
Other accruals | 267 | 96 |
Preclinical studies | 15 | 8 |
Accrued interest | 71 | |
Total accrued expenses | $ 2,010 | $ 909 |
Collaboration And License Agr_2
Collaboration And License Agreements - Additional Information (Details) - Biocon | 1 Months Ended |
May 31, 2017USD ($)shares | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Common Stock Shares Issued | shares | 2,316,134 |
Collaboration and License Agreement | Maximum | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Regulatory milestone payments | $ 30,000,000 |
Sales milestone payments | $ 565,000,000 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Details) $ / shares in Units, $ in Millions | 1 Months Ended |
Sep. 30, 2019USD ($)YearInstallment$ / sharesshares | |
Short Term Debt [Line Items] | |
Term Loan maturity date | Jun. 1, 2024 |
Fair value of the warrants at the date of issuance | $ 0.3 |
Expected Term | |
Short Term Debt [Line Items] | |
Warrants and rights outstanding, measurement input | Year | 10 |
Volatility | |
Short Term Debt [Line Items] | |
Warrants and rights outstanding, measurement input | 92.78 |
Risk Free Rate | |
Short Term Debt [Line Items] | |
Warrants and rights outstanding, measurement input | 1.68 |
Expected Dividend | |
Short Term Debt [Line Items] | |
Warrants and rights outstanding, measurement input | 0 |
Line of Credit | |
Short Term Debt [Line Items] | |
Debt instrument, frequency of periodic payment | monthly |
Debt instrument, interest rate, basis for effective rate | prime rate |
Percentage of final principal payment | 4.50% |
Required notice period for debt prepayment | 30 days |
Debt prepayment fee as percent on year one | 3.00% |
Debt prepayment fee as percent on year two | 2.00% |
Debt prepayment fee as percent from year three | 1.00% |
Debt issuance costs | $ 0.1 |
Debt instrument, interest rate, effective percentage | 10.97% |
Line of Credit | Prime Rate | |
Short Term Debt [Line Items] | |
Debt instrument, basis spread on variable rate | 3.00% |
Line of Credit | Minimum | |
Short Term Debt [Line Items] | |
Debt instrument, interest rate, stated percentage | 8.25% |
Loan Agreement | |
Short Term Debt [Line Items] | |
Borrowing capacity under loan agreement | $ 20 |
Term A Loan | |
Short Term Debt [Line Items] | |
Borrowings under loan agreement | $ 10 |
Line of credit facility frequency of payments principal and interest | Installment | 36 |
Lenders warrants exercisable for shares | shares | 80,428 |
Warrants exercisable, per share exercise price | $ / shares | $ 3.73 |
Term B Loan | |
Short Term Debt [Line Items] | |
Borrowing capacity under loan agreement | $ 5 |
Percentage of lenders additional warrants to purchase shares of company’s common stock | 3.00% |
Term C Loan | |
Short Term Debt [Line Items] | |
Borrowing capacity under loan agreement | $ 5 |
Percentage of lenders additional warrants to purchase shares of company’s common stock | 3.00% |
Term A Loan & Term B Loan | |
Short Term Debt [Line Items] | |
Line of credit facility frequency of payments principal and interest | Installment | 30 |
Notes Payable - Schedule of Agg
Notes Payable - Schedule of Aggregate Carrying Amounts of Term Loans (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | |
Less: unamortized discount | $ (354) |
Total | 9,681 |
Line of Credit | |
Debt Instrument [Line Items] | |
Principal | 10,000 |
Add: accreted liability for final payment fee | 35 |
Less: unamortized discount | (354) |
Total | $ 9,681 |
Notes Payable - Schedule Future
Notes Payable - Schedule Future Maturities of Term Loans, Including Final Payment Fee (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Debt Disclosure [Abstract] | |
Year ending December 31, 2021 | $ 1,667 |
Year ending December 31, 2022 | 3,333 |
Year ending December 31, 2023 | 3,333 |
Year ending December 31, 2024 | 2,117 |
Debt instrument carrying amount including unaccreted liability for final payment fee | 10,450 |
Unaccreted balance for Final Payment fee on Term Loans | (415) |
Less: unamortized discount | (354) |
Total | 9,681 |
Noncurrent portion | $ 9,681 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | Jan. 01, 2020 | Oct. 16, 2018 | Nov. 30, 2019 | Nov. 30, 2018 | Oct. 31, 2018 | May 31, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Research and development | $ 17,640,000 | $ 4,943,000 | |||||||
Net proceeds, after deducting underwriting discounts, commissions and related transaction costs | 64,475,000 | ||||||||
Proceeds from issuance of common stock | $ (156,000) | ||||||||
Negative proceeds from issuance of common stock | $ 2,123,000 | ||||||||
Number of shares reserved for issuance | 3,218,710 | 2,126,877 | |||||||
Closing stock price per share | $ 3.38 | ||||||||
Weighted-average fair value per share of options granted | $ 4.65 | $ 5.79 | |||||||
Dividends paid | $ 0 | ||||||||
2018 Equity Incentive Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Number of shares reserved for issuance | 2,229,773 | 813,473 | |||||||
Number of new shares approved for issuance under the plan | 1,040,000 | ||||||||
Number of shares underlying award granted under the plan | 1,502,000 | ||||||||
Equity incentive plan description | The number of shares of common stock reserved for issuance under the 2018 Plan will automatically increase on January 1 of each calendar year through January 1, 2028, in an amount equal to 5.0% of the total number of shares of the Company’s capital stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by the Company’s board of directors. | ||||||||
2018 Equity Incentive Plan | Common Stock Options | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Minimum options exercise price as percentage of fair market value of common stock | 100.00% | ||||||||
Remaining vesting period | 3 years | ||||||||
2018 Equity Incentive Plan | Common Stock Options | Tranche One | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Vesting percentage | 25.00% | ||||||||
2018 Equity Incentive Plan | Maximum | Common Stock Options | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Award expiration period | 10 years | ||||||||
2017 Equity Incentive Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Number of shares reserved for issuance | 333,119 | ||||||||
Number of shares underlying award granted under the plan | 856,654 | ||||||||
Unvested shares issued under early exercise which are subject to repurchase | 265,232 | 446,171 | |||||||
Unvested stock liability | $ 200,000 | $ 300,000 | |||||||
2017 Equity Incentive Plan | Short Term Portion Of Unvested Stock Liability | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Unvested stock liability | 100,000 | ||||||||
2017 Equity Incentive Plan | Long Term Portion Of Unvested Stock Liability | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Unvested stock liability | $ 100,000 | ||||||||
2018 Employee Stock Purchase Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Number of new shares approved for issuance under the plan | 343,275 | ||||||||
Employee stock purchase plan description | Equity Stock Purchase Plan (ESPP) whereby eligible employees may elect to withhold up to 15% of their earnings to purchase shares of the Company’s common stock at a price per share equal to the lower of (i) 85% of the fair market value of a share of the Company’s common stock on the first date of an offering or (ii) 85% of the fair market value of a share of the Company’s common stock on the date of the purchase right (purchase right). Initially, 343,275 shares of the Company’s common stock were approved for issuance under the ESPP pursuant to purchase rights granted to the Company’s employees or to employees of any of the Company’s designated affiliates. The number of shares of the Company’s common stock reserved for issuance will automatically increase on January 1 of each calendar year through January 1, 2028, by the lesser of (1) 1.0% of the total number of shares of the Company’s common stock outstanding on the last day of the calendar month before the date of the automatic increase, and (2) 343,275 shares; provided that before the date of any such increase, the Company’s board of directors may determine that such increase will be less than the amount set forth in clauses (1) and (2) | ||||||||
Withhold Percentage of employees earnings to purchase shares of common stock | 15.00% | ||||||||
Number of shares issued under employee stock purchase plan | 13,321 | ||||||||
Number of shares available for future issuance under employee stock purchase plan | 503,716 | ||||||||
2018 Employee Stock Purchase Plan | Purchase Right | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Minimum stock price per share as percentage of fair market value of common stock | 85.00% | ||||||||
2018 and 2017Equity Incentive Plan | Employee And Non Employee Stock Option | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Unrecognized compensation expense for stock options | $ 8,600,000 | ||||||||
Expected recognition period of unrecognized compensation expense | 3 years 3 months 3 days | ||||||||
IPO | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Issuance of common stock | $ 64,476,000 | ||||||||
IPO | 2018 Employee Stock Purchase Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Minimum stock price per share as percentage of fair market value of common stock | 85.00% | ||||||||
Underwriters Option | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Sale of stock | 445,097 | ||||||||
Proceeds from issuance of common stock | $ 5,800,000 | ||||||||
Common Stock | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Sale of stock | 446,171 | ||||||||
Conversion of convertible securities, shares of common stock issued | 878,834 | 878,834 | |||||||
Common Stock | IPO | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Sale of stock | 4,670,000 | 5,115,097 | |||||||
Sale of stock, price per share | $ 14 | ||||||||
Net proceeds, after deducting underwriting discounts, commissions and related transaction costs | $ 58,700,000 | ||||||||
Issuance of common stock | $ 1,000 | ||||||||
Common Stock | Open Market Sales Agreement | ATM Facility | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Sale of stock | 18,250 | ||||||||
Issuance of common stock | $ 8,450,000 | ||||||||
Negative proceeds from issuance of common stock | $ 200,000 | ||||||||
Common Stock | Open Market Sales Agreement | Subsequent Event | ATM Facility | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Sale of stock | 174,649 | ||||||||
Proceeds from issuance of common stock | $ 800,000 | ||||||||
Founder Notes | Common Stock | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Sale of stock | 8,620,000 | ||||||||
Sale of stock, price per share | $ 0.00001 | ||||||||
Biocon | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Sale of stock | 2,316,134 | ||||||||
Issuance of common stock | $ 3,193,000 | ||||||||
Biocon | IPO | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Sale of stock | 228,060 | ||||||||
Biocon | Common Stock | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Sale of stock | 228,060 | 228,060 | |||||||
Collaboration and License Agreement | Biocon Limited | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Research and development | $ 9,689 | ||||||||
Collaboration and License Agreement | Biocon Limited | Common Stock | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Sale of stock | 2,088,074 | ||||||||
Sale of stock, price per share | $ 0.005 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Fair value of options vested during the period | $ 1,439 | $ 46 |
Cash received from options exercised during the period | $ 69 | 291 |
Intrinsic value of options exercised during the period | $ 3,346 | |
2018 Equity Incentive Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares Subject to Options, Beginning Balance | 420,483 | |
Number of Shares Subject to Options, Granted | 1,502,000 | |
Number of Shares Subject to Options, Exercised | (17,847) | |
Number of Shares Subject to Options, Forfeitures and Cancellations | (83,543) | |
Number of Shares Subject to Options, Ending Balance | 1,821,093 | 420,483 |
Number of Shares Subject to Options, Exercisable | 367,676 | |
Weighted- Average Exercise Price Per Share, Beginning Balance | $ 3.75 | |
Weighted- Average Exercise Price Per Share, Granted | 6.12 | |
Weighted- Average Exercise Price Per Share, Exercised | 3.87 | |
Weighted- Average Exercise Price Per Share, Forfeitures and Cancellations | 5.05 | |
Weighted- Average Exercise Price Per Share, Ending Balance | 5.64 | $ 3.75 |
Weighted- Average Exercise Price Per Share, Exercisable | $ 3.75 | |
Weighted Average Remaining Contractual Term, Options Outstanding | 9 years 2 months 26 days | |
Weighted Average Remaining Contractual Term, Options Exercisable | 8 years 8 months 15 days | |
Aggregate Intrinsic Value, Options Outstanding | $ 17 | |
Aggregate Intrinsic Value, Options Exercisable | $ 17 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Total Non-cash Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total non-cash stock-based compensation expense | $ 2,252 | $ 442 |
Research and Development Expense | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total non-cash stock-based compensation expense | 1,207 | 251 |
General and Administrative Expense | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total non-cash stock-based compensation expense | $ 1,045 | $ 191 |
Stockholders' Equity - Summar_3
Stockholders' Equity - Summary of Weighted-Average Assumptions Used to Determine Fair Value of Stock Option Grants (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | ||
Risk-free interest rate | 2.23% | 2.83% |
Expected volatility | 93.58% | 88.29% |
Expected term (in years) | 5 years 9 months 7 days | 5 years 10 months 28 days |
Expected dividend yield | 0.00% | 0.00% |
Stockholders' Equity - Summar_4
Stockholders' Equity - Summary of Common Stock Reserved for Future Issuance (Details) - shares | Dec. 31, 2019 | Dec. 31, 2018 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total common stock reserved for future issuance | 3,218,710 | 2,126,877 |
Stock Options Issued and Outstanding | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total common stock reserved for future issuance | 1,821,093 | 420,483 |
Warrants for Common Stock | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total common stock reserved for future issuance | 80,428 | |
Awards Available Under 2018 Equity Incentive Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total common stock reserved for future issuance | 813,473 | 1,363,119 |
Employee Stock Purchase Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total common stock reserved for future issuance | 503,716 | 343,275 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Commitments and Contingencies [Line Items] | ||
Rent expense of operating lease | $ 200,000 | $ 49,000 |
Litigation expense | $ 0 | |
La Jolla | ||
Commitments and Contingencies [Line Items] | ||
Non-cancelable operating lease, expiration | 2022-02 | |
South San Francisco | ||
Commitments and Contingencies [Line Items] | ||
Non-cancelable operating lease, expiration | 2021-02 |
Commitments and Contingencies_2
Commitments and Contingencies - Future Minimum Lease Payments Required Under Non-Cancelable Leases (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2020 | $ 150 |
2021 | 74 |
2022 | 10 |
Total | $ 234 |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of Loss Before Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
US | $ (23,167) | $ (13,250) |
Foreign | (2,433) | |
Loss before income tax provision (benefit) | $ (25,600) | $ (13,250) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Tax Credit Carryforward [Line Items] | ||
Current income tax expense (benefit) | $ 0 | $ 0 |
Deferred income tax expense (benefit) | 0 | 0 |
Deferred tax assets, Valuation allowance | 8,976,000 | 3,011,000 |
Increase in valuation allowance | $ 6,000,000 | |
Federal and state net operating loss carry forwards, Expiration year | 2037 | |
Federal net operating loss carryover | 27,500,000 | |
Operating loss carryforwards, Limitation of use | Federal net operating losses generated after December 31, 2017 carryover indefinitely and may generally be used to offset up to 80% of future taxable income. | |
Tax credit carry forwards | $ 1,227,000 | $ 334,000 |
Tax credit carryforward, Expiration year | 2037 | |
Cumulative change in ownership percentage | 50.00% | |
Cumulative change in ownership period | 3 years | |
Maximum | ||
Tax Credit Carryforward [Line Items] | ||
Operating loss carryforwards limitation rate on taxable income | 80.00% | |
Federal | ||
Tax Credit Carryforward [Line Items] | ||
Federal tax loss carry forwards | $ 28,300,000 | |
Tax credit carry forwards | 600,000 | |
State | ||
Tax Credit Carryforward [Line Items] | ||
Tax credit carry forwards | 400,000 | |
California | ||
Tax Credit Carryforward [Line Items] | ||
Foreign tax loss carry forwards | 8,200,000 | |
Australia | ||
Tax Credit Carryforward [Line Items] | ||
Federal net operating loss carryover | $ 2,700,000 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Expected Statutory Federal Income Tax Provision to Actual Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Expense Benefit Continuing Operations Income Tax Reconciliation [Abstract] | ||
Income taxes at statutory rates | $ (5,376) | $ (2,783) |
State income tax, net of federal benefit | 1 | |
Stock based compensation | 276 | 38 |
Permanent items | (104) | 1,256 |
Federal research credit | (684) | (222) |
Change in federal valuation allowance | $ 5,887 | $ 1,711 |
Income Taxes - Summary of Net D
Income Taxes - Summary of Net Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 7,212 | $ 2,268 |
Credits | 1,227 | 334 |
Intangibles | 129 | 185 |
Other | 409 | 224 |
Total deferred tax assets | 8,977 | 3,011 |
Valuation allowance | (8,976) | (3,011) |
Total deferred tax assets, net of allowance | 1 | |
Deferred tax liabilities: | ||
Other | (1) | |
Total deferred tax liabilities | (1) | |
Net deferred taxes | $ 0 | $ 0 |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized Tax Benefits – Beginning | $ 89 | $ 19 |
Gross decreases – tax positions in prior period | (11) | |
Gross increase – current-period tax positions | 271 | 81 |
Unrecognized Tax Benefits – Ending | $ 360 | $ 89 |
Retirement Plan - Additional In
Retirement Plan - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Compensation And Retirement Disclosure [Abstract] | ||
Employer's matching contributions to 401(k) plan | $ 0 | $ 0 |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||
Operating expenses | $ 7,616 | $ 6,324 | $ 6,439 | $ 6,348 | $ 4,228 | $ 2,226 | $ 1,125 | $ 1,037 | $ 26,727 | $ 8,615 |
Net loss | $ (7,567) | $ (6,014) | $ (6,069) | $ (5,950) | $ (4,992) | $ (4,917) | $ (1,765) | $ (1,577) | $ (25,600) | $ (13,250) |
Net loss per share, basic and diluted | $ (0.44) | $ (0.35) | $ (0.35) | $ (0.34) | $ (0.31) | $ (0.44) | $ (0.16) | $ (0.15) | $ (1.47) | $ (1.09) |