Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Mar. 20, 2020 | |
Cover [Abstract] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | FY | |
Trading Symbol | CABA | |
Entity Registrant Name | CABALETTA BIO, INC. | |
Entity Current Reporting Status | Yes | |
Entity Central Index Key | 0001759138 | |
Entity Voluntary Filers | No | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Well-known Seasoned Issuer | No | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 24,034,022 | |
Entity Public Float | $ 144 | |
Entity File Number | 001-39103 | |
Entity Tax Identification Number | 82-1685768 | |
Entity Address, Address Line One | 2929 Arch Street | |
Entity Address, Address Line Two | Suite 600 | |
Entity Address, City or Town | Philadelphia | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 19104 | |
City Area Code | 267 | |
Local Phone Number | 759-3100 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock, par value $0.00001 per share | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | DE | |
Document Annual Report | true | |
Document Transition Report | false | |
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Part III of this Annual Report on Form 10-K incorporates by reference certain information from the registrant’s definitive Proxy Statement for its 2020 annual meeting of shareholders, which the registrant intends to file pursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year end of December 31, 2019. Except with respect to information specifically incorporated by reference in this Form 10-K, the Proxy Statement is not deemed to be filed as part of this Form 10-K. |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 136,204 | $ 33,017 |
Prepaid expenses and other current assets | 4,348 | 977 |
Total current assets | 140,552 | 33,994 |
Property, plant and equipment, net | 815 | |
Other assets | 101 | |
Deferred offering costs | 180 | |
Total Assets | 141,468 | 34,174 |
Current liabilities: | ||
Accounts payable | 920 | 603 |
Accrued and other current liabilities | 2,227 | 340 |
Total current liabilities | 3,147 | 943 |
Commitments and contingencies (see Note 7) | ||
Convertible preferred stock: | ||
Series A, A-1 and A-2 convertible preferred stock, $0.00001 par value: no shares and 12,393,497 shares authorized as of December 31, 2019 and 2018, respectively; no and 12,393,047 shares issued and outstanding at December 31, 2019 and 2018 respectively; aggregate liquidation preference of $38,256 at December 31, 2018 | 43,921 | |
Stockholders’ equity (deficit): | ||
Preferred stock, $0.00001 par value: 10,000,000 and no shares authorized as of December 31, 2019 and 2018, respectively; no shares issued or outstanding at December 31, 2019 and 2018, respectively | ||
Voting and non-voting common stock, $0.00001 par value: 150,000,000 (voting 143,590,481 shares and non-voting 6,409,519 shares) and 21,147,115 (voting) shares authorized as of December 31, 2019 and 2018, respectively; 24,034,022 (voting 17,624,503 shares and non-voting 6,409,519 shares) and 3,848,320 (voting) shares issued and outstanding at December 31, 2019 and 2018, respectively | 0 | 0 |
Additional paid-in capital | 171,280 | 1,762 |
Accumulated deficit | (32,959) | (12,452) |
Total stockholders’ equity (deficit) | 138,321 | (10,690) |
Total liabilities convertible preferred stock and stockholders’ equity (deficit) | $ 141,468 | $ 34,174 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, authorized shares | 10,000,000 | 0 |
Preferred stock, issued shares | 0 | 0 |
Preferred stock, outstanding shares | 0 | 0 |
Common stock, authorized shares | 150,000,000 | 21,147,115 |
Common stock, issued shares | 24,034,022 | 3,848,320 |
Common stock, outstanding shares | 24,034,022 | 3,848,320 |
Convertible Preferred Stock | ||
Convertible preferred stock , par value | $ 0.00001 | $ 0.00001 |
Convertible preferred stock, authorized shares | 0 | 12,393,497 |
Convertible preferred stock, issued shares | 0 | 12,393,047 |
Convertible preferred stock, outstanding shares | 0 | 12,393,047 |
Convertible preferred stock, aggregate liquidation preference | $ 38,256 | |
Voting Common Stock | ||
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, authorized shares | 143,590,481 | 21,147,115 |
Common stock, issued shares | 17,624,503 | 3,848,320 |
Common stock, outstanding shares | 17,624,503 | 3,848,320 |
Non-voting Common Stock | ||
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, authorized shares | 6,409,519 | |
Common stock, issued shares | 6,409,519 | |
Common stock, outstanding shares | 6,409,519 |
Statements of Operations
Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating expenses: | ||
Research and development | $ 11,671 | $ 4,467 |
General and administrative | 7,012 | 1,726 |
Total operating expenses | 18,683 | 6,193 |
Loss from operations | (18,683) | (6,193) |
Other income (expense): | ||
Interest income | 1,740 | 235 |
Fair value adjustments on convertible notes | (6,244) | |
Net loss | (16,943) | (12,202) |
Deemed dividend | (5,326) | |
Net loss attributable to common stockholders | $ (22,269) | $ (12,202) |
Net loss per voting and non-voting share, basic and diluted | $ (4.07) | $ (6.87) |
Statements of Convertible Prefe
Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Initial Public Offering | Convertible Preferred Stock | Common Stock | Common StockInitial Public Offering | Additional Paid-in Capital | Additional Paid-in CapitalInitial Public Offering | Accumulated Deficit |
Beginning balance at Dec. 31, 2017 | $ (249) | $ 1 | $ (250) | |||||
Beginning balance, Shares at Dec. 31, 2017 | 3,333,332 | |||||||
Issuance of common stock in connection with license agreement | 1,155 | 1,155 | ||||||
Issuance of common stock in connection with license agreement, Shares | 481,318 | |||||||
Issuance of common stock, Shares | 33,670 | |||||||
Issuance of convertible preferred stock upon conversion of convertible notes | $ 15,910 | |||||||
Issuance of convertible preferred stock upon conversion of convertible notes, Shares | 4,693,044 | |||||||
Issuance of convertible preferred stock upon milestone closing of convertible notes | $ 15,436 | |||||||
Issuance of convertible preferred stock upon milestone closing of convertible notes, Shares | 4,553,452 | |||||||
Issuance of convertible preferred stock, net of issuance costs | $ 12,575 | |||||||
Issuance of convertible preferred stock, net of issuance cost, Shares | 3,146,551 | |||||||
Stock-based compensation | 606 | 606 | ||||||
Net loss | (12,202) | (12,202) | ||||||
Ending balance at Dec. 31, 2018 | 43,921 | $ 43,921 | ||||||
Ending balance, Shares at Dec. 31, 2018 | 12,393,047 | |||||||
Ending balance at Dec. 31, 2018 | $ (10,690) | 1,762 | (12,452) | |||||
Ending balance, Shares at Dec. 31, 2018 | 3,848,320 | 3,848,320 | ||||||
Issuance of common stock | $ 71,020 | $ 71,020 | ||||||
Issuance of common stock, Shares | 7,275,501 | |||||||
Issuance of convertible preferred stock, net of issuance costs | $ 48,707 | |||||||
Issuance of convertible preferred stock, net of issuance cost, Shares | 6,963,788 | |||||||
Issuance of common stock in connection with exercise of stock options | $ 6 | 6 | ||||||
Issuance of common stock in connection with exercise of stock options, Shares | 5,667 | |||||||
Exchange of convertible preferred stock including deemed dividend | (5,326) | $ 5,326 | (1,762) | (3,564) | ||||
Conversion of convertible preferred stock into common stock | 97,954 | 97,954 | ||||||
Conversion of convertible preferred stock into common stock, Shares | 12,904,534 | |||||||
Conversion of convertible preferred stock into common stock | $ (97,954) | |||||||
Conversion of convertible preferred stock into common stock, Shares | (19,356,835) | |||||||
Stock-based compensation | 2,300 | 2,300 | ||||||
Net loss | (16,943) | (16,943) | ||||||
Ending balance, Shares at Dec. 31, 2019 | 0 | |||||||
Ending balance at Dec. 31, 2019 | $ 138,321 | $ 171,280 | $ (32,959) | |||||
Ending balance, Shares at Dec. 31, 2019 | 24,034,022 | 24,034,022 |
Statements of Convertible Pre_2
Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Issuance costs | $ 1,293 | $ 169 |
Convertible Preferred Stock | ||
Issuance costs | $ 1,293 | $ 169 |
Convertible preferred stock conversion basis | 1.5 for 1 basis | |
Initial Public Offering | ||
Issuance costs | $ 3,408 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (16,943) | $ (12,202) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 2,300 | 606 |
Depreciation | 104 | 0 |
Change in fair value of convertible notes | 6,244 | |
Common stock issued in exchange for research and development | 1,155 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (3,372) | (977) |
Deposits | (101) | |
Accounts payable | 246 | 234 |
Accrued and other current liabilities | 1,721 | 279 |
Net cash used in operating activities | (16,045) | (4,661) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (693) | |
Net cash used in investing activities | (693) | |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock, net of issuance costs | 71,212 | |
Proceeds from issuance of convertible notes | 12,535 | |
Proceeds from issuance of convertible preferred stock on milestone closing of convertible notes | 12,567 | |
Proceeds from issuance of convertible preferred stock | 50,000 | 12,744 |
Issuance costs of convertible preferred stock | (1,293) | (169) |
Proceeds from issuance of common stock in connection with the exercise of stock options | 6 | |
Net cash provided by financing activities | 119,925 | 37,677 |
Net increase in cash and cash equivalents | 103,187 | 33,016 |
Cash and cash equivalents—beginning of year | 33,017 | 1 |
Cash and cash equivalents—end of year | 136,204 | 33,017 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Conversion of convertible notes into convertible preferred stock | 18,779 | |
Conversion of convertible preferred stock into common stock | 97,954 | |
Exchange of convertible preferred stock, including deemed dividend | 10,090 | |
Issuance costs included in accounts payable and accrued and other current liabilities | 192 | $ 180 |
Property and equipment purchases included in accounts payable | $ 226 |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | 1. Basis of Presentation Cabaletta Bio, Inc. (the Company or Cabaletta) was incorporated in April 2017 in the State of Delaware as Tycho Therapeutics, Inc. and, in August 2018, changed its name to Cabaletta Bio, Inc. The Company is headquartered in Pennsylvania. Cabaletta is a clinical-stage biotechnology company focused on the discovery and development of engineered T cell therapies for B cell-mediated autoimmune diseases. Principal operations commenced in April 2018, when the Company executed two sponsored research agreements with the Trustees of the University of Pennsylvania (Penn). On October 16, 2019, the Company effected a 1-for-1.5 reverse split of the Company’s issued and outstanding shares of common stock, par value $0.00001 per share (Common Stock). Upon the effectiveness of the reverse stock split: (i) all shares of outstanding Common Stock were adjusted; (ii) the conversion price of the Series A convertible preferred stock (Series A Preferred), Series A-1 convertible preferred stock (Series A-1 Preferred), Series A-2 convertible preferred stock (Series A-2 Preferred) and Series B convertible preferred stock (Series B Preferred; collectively, the Preferred Shares) was adjusted; (iii) the number of shares of Common Stock for which each outstanding option to purchase Common Stock is exercisable was adjusted; and (iv) the exercise price of each outstanding option to purchase Common Stock was adjusted. All of the outstanding Common Stock share numbers (including shares of Common Stock subject to the Company’s options and as converted for the outstanding convertible preferred stock shares), share prices, exercise prices and per share amounts contained in the financial statements have been retroactively adjusted in the financial statements to reflect this reverse stock split for all periods presented. The par value per share and the authorized number of shares of Common Stock and convertible preferred stock were not adjusted as a result of the reverse stock split. On October 29, 2019, the Company completed its initial public offering (IPO) of 6,800,000 shares of Common Stock at an offering price of $11.00 per share. The Company received net proceeds of $66,156 after deducting underwriting discounts, commissions and estimated offering expenses. In connection with the IPO, the Company’s outstanding shares of convertible preferred stock were automatically converted into 12,904,534 shares of Common Stock. In November 2019, the underwriters partially exercised their option and purchased an additional 475,501 shares of Common Stock resulting in net proceeds to the Company of $4,864, after deducting underwriting discounts and commissions. Risks and Uncertainties The Company does not expect to generate revenue from sales of engineered T cell therapies for B cell-mediated autoimmune diseases or any other revenue unless and until the Company completes preclinical and clinical development and obtains regulatory approval for one or more product candidates. If the Company seeks to obtain regulatory approval for any of its product candidates, the Company expects to incur significant commercialization expenses. The Company has sustained annual operating losses and expects to continue to generate operating losses for the foreseeable future. The Company’s ultimate success depends on the outcome of its research and development activities. The Company had cash and cash equivalents of $136,204 as of December 31, 2019. Through December 31, 2019, the Company has incurred an accumulated deficit of $32,959. Management expects to incur additional losses in the future as it continues its research and development and will need to raise additional capital to fully implement its business plan and to fund its operations. The Company intends to raise such additional capital through a combination of equity offerings, debt financings, government funding arrangements, strategic alliances or other sources. However, if such financing is not available at adequate levels and on a timely basis, or such agreements are not available on favorable terms, or at all, as and when needed, the Company will need to reevaluate its operating plan and may be required to delay or discontinue the development of one or more of its product candidates or operational initiatives. The Company expects that its cash and cash equivalents as of December 31, 2019, will be sufficient to fund its projected operations for at least 12 months following the date of these financial statements. The Company is subject to risks common to companies in the biotechnology industry including, but not limited to, new technological innovations, protection of proprietary technology, dependence on key personnel, compliance with government regulations and the need to obtain additional financing. As a result, the Company is unable to predict the timing or amount of increased expenses or when or if the Company will be able to achieve or maintain profitability. Further, the Company is currently dependent on Penn for much of its preclinical research, clinical research and development activities and expects to be dependent upon Penn for initial manufacturing activities (Note 7). Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval, prior to commercialization. Even if the Company is able to generate revenues from the sale of its product candidates, if approved, it may not become profitable. If the Company fails to become profitable or is unable to sustain profitability on a continuing basis, then it may be unable to continue its operations at planned levels and be forced to reduce its operations. |
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 financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions made in the accompanying financial statements include but are not limited to the fair value of common stock, stock-based compensation, the valuation allowance on the Company’s deferred tax assets, and the fair value of convertible debt. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates. Off-Balance Sheet Risk and Concentrations of Credit Risk Financial instruments, which potentially subject the Company to significant concentration of credit risk, consist primarily of cash and cash equivalents, which are maintained at a federally insured financial institution. The deposits held at this institution are 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 institution in which those deposits are held. The Company has no off‑balance sheet risk, such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less from the purchase date to be cash equivalents. Cash equivalents consist primarily of amounts invested in money market accounts. Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders’ deficit as a reduction of additional paid-in capital generated as a result of the offering. Should the in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the statements of operations. Offering costs, including legal, accounting, and filing fees related to the IPO, were deferred and were offset against the offering proceeds upon the completion of the IPO. Upon completion of the IPO, $3,408 of such deferred offering costs were reclassified to additional paid in capital. There were no deferred offering costs capitalized as of December 31, 2019. Property, Plant and Equipment Property, plant and equipment are recorded at cost less accumulated depreciation. Cost includes the acquisition costs and all costs necessary to bring the asset to the location and working condition necessary for its intended use. Depreciation expense is recognized using the straight-line method over the estimated useful life of each asset. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the accompanying statements of operations. Expenditures for normal, recurring or periodic repairs and maintenance related to property and equipment are charged to expense as incurred. The cost for planned major maintenance activities, including the related acquisition or construction of assets, is capitalized if it will result in future economic benefits. Estimated useful lives for property and equipment are as follows: Property and equipment Estimated useful life Laboratory equipment Three years Furniture and fixtures Three years Computer equipment Three years Leasehold improvements Lesser of estimated useful life or remaining lease term Fair Value Measurement Assets and liabilities recorded at fair value on a recurring basis in the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: Level 1—Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2—Inputs (other than quoted prices included in Level 1) that are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Accrued Research and Development Costs The Company records accrued liabilities for estimated costs of research and development activities conducted by service providers, which include activities under the Penn Agreement (Note 7), the conduct of sponsored research, preclinical studies and contract manufacturing activities. The Company records the estimated costs of research and development activities based upon the estimated amount of services provided and includes these costs in accrued and other current liabilities and prepaid expenses and other current assets in the accompanying balance sheets and within research and development expense in the accompanying statements of operations. The Company accrues for these costs based on factors such as estimates of the work completed and in accordance with agreements established with service providers. The Company makes significant judgments and estimates in determining the accrued liabilities and prepaid expenses in each reporting period. As actual costs become known, the Company adjusts its accrued liabilities and prepaid expenses. The Company has not experienced any material differences between accrued costs and actual costs incurred since its inception. Research and Development Expenses Research and development costs include costs incurred for internal and external research and development activities and are expensed as incurred in the accompanying statements of operations. Research and development costs consist of salaries and benefits, including associated stock-based compensation, and laboratory supplies and facility costs, as well as fees paid to entities that conduct certain research and development activities on the Company’s behalf. Stock-based Compensation The Company measures its stock-based awards granted to employees and non-employees based on the estimated fair values of the awards and recognizes the compensation over the requisite service period. The Company uses the Black-Scholes option-pricing model (Black-Scholes) to estimate the fair value of its stock-based awards. The Company uses the simplified method in accordance with guidance provided by the Securities and Exchange Commission and calculates the expected term as the midpoint between the vesting date and the contractual term for certain awards with service or performance conditions. Stock-based compensation is recognized using the straight-line method. As stock-based compensation is based on awards ultimately expected to vest, it is reduced by forfeitures. The Company accounts for forfeitures as they occur. Income Taxes The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax base. Deferred tax assets and liabilities, which relate primarily to the carrying amount of the Company’s property and equipment and its net operating loss carryforwards, are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expense or benefit is the result of changes in the deferred tax assets and liabilities. Valuation allowances are established when necessary to reduce deferred tax assets where, based upon the available evidence, the Company concludes that it is more-likely-than-not that the deferred tax assets will not be realized. In evaluating its ability to recover deferred tax assets, the Company considers all available positive and negative evidence, including its operating results, ongoing tax planning and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. Because of the uncertainty of the realization of deferred tax assets, the Company has recorded a full valuation allowance against its deferred tax assets. Reserves are provided for tax benefits for which realization is uncertain. Such benefits are only recognized when the underlying tax position is considered more-likely-than-not to be sustained on examination by a taxing authority, assuming they possess full knowledge of the position and facts. Interest and penalties related to uncertain tax positions are recognized in the provision of income taxes; however, the Company currently has no interest or penalties related to uncertain income tax benefits. Comprehensive Loss The Company did not have any items of comprehensive income or loss other than net loss for the years ended December 31, 2019 and 2018. Net Loss Per Share The Company calculates basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for participating securities. The Company has voting and non-voting common stock. The rights, including the liquidation and dividend rights, of the holders of the voting and non-voting common stock are identical, except with respect to voting. Each share of non-voting common stock may be converted at any time into one share of voting common stock at the option of its holder by providing written notice to the Company, subject to the limitations provided for in the amended and restated certificate of incorporation. The Company also considers its unvested shares of common stock held by the Company’s founders and, prior to its conversion to common stock, its convertible preferred stock to be participating securities as, in the event a dividend is paid on common stock, the holders of convertible preferred stock and unvested shares of common stock would be entitled to receive dividends on a basis consistent with the common stockholders. The net loss attributable to common stockholders is not allocated to the convertible preferred stock nor to the unvested shares of common stock as the holders of those securities do not have a contractual obligation to share in losses. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock, which excludes unvested shares of common stock. The undistributed loss for each year is allocated to common stockholders based on the contractual participation rights of the voting and non-voting common stock as if the losses for the year had been distributed. As the liquidation and dividend rights are identical, the undistributed losses are allocated on a proportionate basis. Net loss attributable to common stockholders is calculated by adjusting the net loss of the Company for the deemed dividend associated with the exchange of Series A-2 Preferred for Series B Preferred. Diluted net loss per share attributable to common stockholders is computed under the if-converted method and assumes that all non-voting common stock has been converted to common stock. Since the Company was in a loss position for all periods presented, the effects of the other potentially dilutive securities are antidilutive. Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (CODM) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined it operates in a single operating segment and has one reportable segment. Related Party Transactions The Company engaged a firm controlled by a former executive (until February 2019) of the Company for professional services related to accounting, finance and other administrative functions. For the years ended December 31, 2019 and 2018, the costs incurred under this arrangement totaled $601 and $186, respectively. These amounts were recorded as general and administrative expense in the accompanying statements of operations. As of December 31, 2019 and 2018, amounts owed under this arrangement totaled $36 and $50, respectively, and are included in accounts payable and other current liabilities in the accompanying balance sheets, respectively. The Company engaged the services of its current Chief Executive Officer and President prior to his employment in October 2018. For the year ended December 31, 2018, the costs incurred under this arrangement totaled $180, which was recorded as general and administrative expense in the accompanying statements of operations. Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the JOBS Act). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-02, Leases |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements As of December 31, 2019 and 2018, the Company had money market funds, which were valued by the Company based on quoted market prices, which represent a Level 1 measurement within the fair value hierarchy. The following tables present information about the Company’s financial assets measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values: December 31, 2019 Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Financial assets Cash equivalents: Money market funds $ 136,204 $ 136,204 $ — $ — Total $ 136,204 $ 136,204 $ — $ — December 31, 2018 Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Financial assets Cash equivalents: Money market funds $ 33,017 $ 33,017 $ — $ — Total $ 33,017 $ 33,017 $ — $ — The following table presents a roll-forward of the aggregate fair values of the Company’s convertible notes (Note 6) for which fair value is determined by Level 3 inputs: Balance—January 1, 2018 $ — Initial fair value 12,535 Fair value adjustments 6,244 Conversion into convertible preferred stock (18,779 ) Balance—December 31, 2018 $ — There were no transfers among Level categories in the periods presented. The carrying value of cash, cash equivalents, accounts payable and accrued expenses that are reported on the balance sheets approximate their fair value due to the short-term nature of these assets and liabilities. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | 4. Property, Plant and Equipment Property plant and equipment consists of the following: December 31, 2019 2018 Laboratory equipment $ 544 $ — Furniture and fixtures 277 — Leasehold improvements 57 — Computer equipment 41 — Total property, plant and equipment 919 — Less: accumulated depreciation (104 ) — Property, plant and equipment, net $ 815 $ — Depreciation expense was $104 and $0 for the years ended December 31, 2019 and 2018, respectively. |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Payables And Accruals [Abstract] | |
Accrued and Other Current Liabilities | 5. Accrued and Other Current Liabilities Accrued and other current liabilities consist of the following: December 31, 2019 2018 Research and development services $ 231 $ 181 General and administrative services 297 36 Compensation expense 1,522 121 Other 177 2 $ 2,227 $ 340 |
Convertible Notes
Convertible Notes | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Notes | 6. Convertible Notes In May 2018, the Company issued convertible notes (the Notes) with aggregate proceeds to the Company in an initial closing of $12,535, including $5,000 issued to Penn. The Notes carried a stated interest rate of 7.5% per annum. All unpaid principal, together with the then accrued interest, for the Notes was due and payable at the earlier of May 4, 2021 or upon an event of default. The terms of the Notes provided for an additional milestone-based closing of $12,567 upon the achievement of certain Company-specific events. The Notes contained a number of provisions addressing automatic and optional conversion, events of default and prepayment provisions. The Notes were amended in September 2018 to adjust the terms of the automatic and optional conversion provisions. In October 2018, the Notes were amended again to reduce the qualified financing threshold, make a qualified financing a milestone event, revise the structure of a milestone-based closing and reallocate milestone closing purchase rights to new purchasers and the existing noteholders. On the same day, immediately following the amendment of the Notes, the Company completed a qualified financing, issuing 3,146,551 shares of Series A Preferred for gross proceeds of $12,744 (Note 8). At this time, the Company issued 4,553,452 shares of Series A-1 Preferred in connection with the milestone-based closing resulting in $12,567 of proceeds ($2.76 per share) and the Notes together with interest accrued thereon ($409) were converted into 2,819,267 shares of Series A-1 Preferred and 1,873,777 shares of Series A-2 Preferred, reflecting a conversion price per share of $2.76. On issuance, the Company elected to account for the Notes at fair value with any changes in fair value being recognized through the statements of operations until the Notes settled. In this connection, the Company’s policy is to report a single non-operating income/(expense) line item to record fair value adjustments on convertible notes and does not report interest expense as a separate line item in the statements of operations. On issuance, total debt issuance costs of $53 were expensed and recognized as general and administrative expense in the accompanying statements of operations. On issuance, the fair value of the Notes was determined to be equal to $12,535, which is the principal amount of the Notes. The fair value of the Notes upon settlement was determined based on the fair value of the Series A-1 Preferred and Series A-2 Preferred issued, which was determined to be $3.39 per share of Series A-1 Preferred and Series A-2 Preferred, using an option pricing method (OPM) framework and utilized the back-solve method for inferring and allocating the equity value predicated on the capital raise that transpired just prior to the valuation date. This method was selected as the Company concluded that the contemporaneous financing transaction was an arm’s-length transaction. Application of the OPM back-solve method involves making assumptions for the expected time to liquidity, volatility and risk-free rate and then solving for the value of equity such that value for the most recent financing equals the amount paid. The OPM allocation of total equity value was determined with reference to a recent financing transaction and the Company assumed a 71% volatility rate, a 1.3-year estimated term and a probability weighted average discount for lack of marketability of 35%. For the year ended December 31, 2018, the Company recognized $6,244 in in the accompanying statements of operations as other expense—fair value adjustments on the Notes, which reflects (i) the difference between the conversion price per share of the Series A-1 Preferred and Series A-2 Preferred ($2.76) into which the Notes were converted, and the fair value of such Series A-1 Preferred and Series A-2 Preferred, (ii) the difference between the price per share paid for the Series A-1 Preferred ($2.76) in the milestone-based closing and the fair market value of such Series A-1 Preferred and (iii) interest accrued on the Notes ($409). All outstanding Notes were converted to 2,819,267 shares of Series A-1 Preferred and 1,873,777 shares of Series A-2 Preferred in October 2018 and no Notes were outstanding as of December 31, 2019 and 2018. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Operating Lease Agreement In February 2019, the Company entered into an operating lease agreement for new office space in Philadelphia, Pennsylvania. The lease term commenced in May 2019 and will expire in July 2022. The initial annual base rent is $261, and such amount will increase by 2% annually on each anniversary of the commencement date. The Company records rent expense on a straight-line basis over the lease term. Rent expense related to this lease agreement recognized in the accompanying statement of operations was $178 for the year ended December 31, 2019. As of December 31, 2019, the future minimum payments for operating leases are as follows: 2020 $ 263 2021 268 2022 158 Thereafter — $ 689 License Agreement with the Trustees of the University of Pennsylvania In August 2018, the Company entered into a license agreement with Penn (the Penn Agreement) and activated the license in October 2018 pursuant to which the Company obtained (a) a non-exclusive, non-sublicensable worldwide license to certain of Penn’s intellectual property to conduct research, product development, clinical trials, cell manufacturing and other activities, and (b) an exclusive, worldwide, royalty-bearing right and license, with a right to sublicense, on a target-by-target basis, under certain of Penn’s intellectual property to make, use, sell, offer for sale, import, and otherwise commercialize products for the treatment of autoimmune and alloimmune diseases. In July 2019, the Penn Agreement was amended and restated to include CHOP as a party to the agreement. Unless earlier terminated, the Penn Agreement expires on the expiration or abandonment or other termination of the last valid claim in Penn’s intellectual property licensed by the Company. The Company may terminate the Penn Agreement at any time for convenience upon 60 days written notice. In the event of an uncured, material breach, Penn may terminate the Penn Agreement upon 60 days written notice. Under the terms of the Penn Agreement, the Company issued 481,318 shares of common stock, with a value of $1,155, recorded as a research and development expense in the accompanying statements of operations for the year ended December 31, 2018. The Company also reimbursed Penn for its prior out-of-pocket expenses with respect to the filing, prosecution and maintenance of Penn’s intellectual property licensed by the Company. The payment, totaling $89, is included in general and administrative expense in the accompanying statements of operations for the year ended December 31, 2018. Under the terms of the Penn Agreement, the Company is obligated to pay $2,000 annually for three years beginning August 2018 for funding to the laboratories of each of Drs. Milone and Payne (see Sponsored Research Agreements—Penn No amounts were due under the Penn Agreement as of December 31, 2019. Sponsored Research Agreements Penn The Company has sponsored research agreements with two faculty members at Penn, who are also scientific co-founders of the Company and members of the Company’s scientific advisory board. Under the agreements, the Company has committed to funding a defined research plan for three years through April 2021. The total estimated three-year cost of $8,524 under the two agreements satisfies the Company’s annual obligation under the Penn Agreement (see License Agreement with the University of Pennsylvania Master Translational Research Services Agreement In October 2018, the Company entered into a services agreement (the Services Agreement) with Penn for additional research and development services from various laboratories within Penn. The research and development activities are detailed in separately executed Penn organization-specific addenda. Research and development expense related to executed addenda under the master translational research service agreement with Penn recognized in the accompanying statements of operations for the year ended December 31, 2019 was $2,355. Amounts due under the master translational research service agreement with Penn were $94 as of December 31, 2019 and is included in accrued liabilities. The Company may incur expenses up to $900 through the remaining term of the Addendum in 2020 related to the manufacture of vector under the Center for Advanced Retinal and Ocular Therapeutics, or CAROT, Addendum. Subscription and Technology Transfer Agreement In July 2019, the Company entered into a subscription and technology transfer agreement pursuant to which the Company owed Penn an upfront subscription fee, which was paid in 2019, and a nominal non-refundable royalty on the net sales of products, a portion of which will be credited toward milestone payments and royalties, respectively, under the Amended License Agreement. Technology transfer activities will be at the Company’s cost and subject to agreement as to the technology to be transferred. Under this agreement, the Company recognized $250 of research and development expense for the year ended December 31, 2019. Manufacturing Agreements Under agreement with a manufacturer, the Company is progressing a staged plan for vector development and may incur up to $1,300 in committed spend. Other Purchase Commitments In the normal course of business, the Company enters into various purchase commitments with third-party contract manufacturers for the manufacture and processing of its product candidates and related raw materials, contracts with contract research organizations for clinical trials and agreements with vendors for other services and products for operating purposes. These agreements generally provide for termination or cancellation, other than for costs already incurred. Indemnification The Company enters into certain types of contracts that contingently requires the Company to indemnify various parties against claims from third parties. These contracts primarily relate to (i) the Company’s bylaws, under which the Company must indemnify directors and executive officers, and may indemnify other officers and employees, for liabilities arising out of their relationship, (ii) contracts under which the Company must indemnify directors and certain officers and consultants for liabilities arising out of their relationship, (iii) contracts under which the Company may be required to indemnify partners against certain claims, including claims from third parties asserting, among other things, infringement of their intellectual property rights, and (iv) procurement, consulting, or license agreements under which the Company may be required to indemnify vendors, consultants or licensors for certain claims, including claims that may be brought against them arising from the Company’s acts or omissions with respect to the supplied products, technology or services. From time to time, the Company may receive indemnification claims under these contracts in the normal course of business. In addition, under these contracts, the Company may have to modify the accused infringing intellectual property and/or refund amounts received. In the event that one or more of these matters were to result in a claim against the Company, an adverse outcome, including a judgment or settlement, may cause a material adverse effect on the Company’s future business, operating results or financial condition. It is not possible to determine the maximum potential amount under these contracts due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2019 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Stock | 8. Convertible Preferred Stock Preferred Stock The Company has 10,000,000 shares of authorized preferred stock as of December 31, 2019, none of which is issued or outstanding. The preferred stock is not redeemable and does not have a stated voting, dividend or liquidation preference. Convertible Preferred Stock The Company has issued Series A Preferred, Series A-1 Preferred, Series A-2 Preferred, and Series B Preferred (collectively, the Convertible Preferred Stock). The Company classifies Convertible Preferred Stock outside of stockholders’ equity (deficit) because the shares contain deemed liquidation rights that are a contingent redemption feature not solely within the control of the Company. The following table summarizes the Company’s Convertible Preferred Stock: Series A Preferred Series A-1 Preferred Series A-2 Preferred Series B Preferred Total Convertible Preferred Stock Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance—December 31, 2017 — $ — — $ — — $ — — $ — — $ — Issuance on conversion of convertible notes — — 2,819,267 9,558 1,873,777 6,352 — — 4,693,044 15,910 Issuance on milestone closing of convertible notes — — 4,553,452 15,436 — — — — 4,553,452 15,436 Issuance 3,146,551 12,744 — — — — — — 3,146,551 12,744 Issuance costs — (169 ) — — — — — (169 ) Balance—December 31, 2018 3,146,551 12,575 7,372,719 24,994 1,873,777 6,352 — — 12,393,047 43,921 Issuance — — — — — — 6,963,788 50,000 6,963,788 50,000 Exchange, including deemed dividend — — — — (1,405,332 ) (4,764 ) 1,405,332 10,090 — 5,326 Issuance costs — — — — — — — (1,293 ) — (1,293 ) Conversion to common stock (3,146,551 ) (12,575 ) (7,372,719 ) (24,994 ) (468,445 ) (1,588 ) (8,369,120 ) (58,797 ) (19,356,835 ) (97,954 ) Balance—December 31, 2019 — $ — — $ — — $ — — $ — — $ — In October 2018, the Company issued 3,146,551 shares of Series A Preferred, resulting in gross proceeds of $12,744. Series A-1 Preferred and Series A-2 Preferred were issued October 2018 upon conversion of the Notes and in connection with the milestone closing of the Notes (Note 6). In January 2019, the Company’s certificate of incorporation was amended to increase the authorized shares of Convertible Preferred Stock to 20,762,168 shares, and the Company issued 6,963,788 shares of Series B Preferred, resulting in gross proceeds of $50,000. In connection, the Company issued a further 1,405,332 shares of Series B Preferred in exchange for 1,405,332 shares of Series A-2 Preferred. The Company determined the terms of the Series B Preferred to be materially, qualitatively different than the terms of the Series A-2 Preferred and, as such, applied extinguishment accounting with respect to the Series A-2 Preferred received in the exchange resulting in removal of the carrying amount of the Series A-2 Preferred received ($4,764), the addition of the Series B Preferred issued at fair value determined with reference to the contemporaneous issuance of Series B Preferred ($10,090) and the difference ($5,326) determined to be a deemed dividend recorded to additional paid-in capital (to the extent of paid-in capital) and accumulated deficit within stockholders’ deficit on the balance sheet. The holders of the Convertible Preferred Stock had various rights, preferences and privileges as follows: Voting Rights Series A-2 Preferred are non-voting shares. Each share of Series A Preferred, Series A-1 Preferred and Series B Preferred (the Voting Preferred Stock) shall be entitled to cast the number of votes equal to the number of whole shares of common stock into which such shares of Voting Preferred Stock are convertible as of the record date for determining stockholders entitled to vote on such matter holds a number of votes equal to the number of shares of common stock into which it is convertible. Generally, holders of Voting Preferred Stock shall vote together with the holders of common stock as a single class and on an as-converted into common stock basis. Holders of shares of Series A Preferred and Series A-1 Preferred, exclusively and as a separate class, are entitled to elect three members of the board of directors. Holders of shares of common stock are entitled to elect one member of the board of directors. The holders of common stock and Convertible Preferred Stock, voting together as a single class on an as-converted basis, are entitled to elect the balance (two) of the total number of directors of the Company. Dividends The holders of shares of Convertible Preferred Stock shall be entitled to receive, on a pari passu The holders of each series of Convertible Preferred Stock can waive any dividend preference that the holders of such series of Convertible Preferred Stock shall be entitled to receive upon the affirmative vote or written consent of the holders of at least a majority of the shares of such series of Convertible Preferred Stock then outstanding, voting together as a separate series, and on an as-converted to common stock basis. After payment of such dividends on the shares of Convertible Preferred Stock, any additional dividends or distributions shall be distributed among all holders of common stock and Convertible Preferred Stock in proportion to the number of shares of common stock that would be held by each such holder if all shares of Convertible Preferred Stock were converted to common stock at the then effective conversion price. Optional Conversion Rights Each share of Convertible Preferred Stock shall be convertible, at the option of the holder, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid shares of common stock as is determined by dividing the applicable original issuance price by the conversion price in effect at the time of conversion. The respective applicable conversion prices for the Convertible Preferred Stock is subject to adjustment upon any future stock split, stock dividend, combination, reclassification or similar event affecting the Convertible Preferred Stock or any series thereof. Such applicable conversion prices for the Convertible Preferred Stock and the rate at which the Convertible Preferred Stock may be converted into shares of common stock, shall be subject to adjustment as provided. In connection with the IPO, each 1.5 outstanding share of Convertible Preferred Stock converted into one share of common stock. Mandatory Conversion Rights Each share of Convertible Preferred Stock automatically converts into the number of shares of common stock determined in accordance with the conversion rate upon either: (a) the closing of a public offering of common stock at a price of at least $18.23 per share resulting in at least $50,000 of gross proceeds, or (b) written consent of a majority of the holders of the then outstanding shares of Convertible Preferred Stock. In the event of a mandatory conversion of Preferred Stock as a result of a Qualified IPO, each holder of Preferred Stock may elect to receive non-voting Common Stock in lieu of all or a portion of such holder’s voting Common Stock. The non-voting shares of Common Stock shall have the same rights and preferences as the Common Stock but shall be non-voting. The Convertible Preferred Stock was converted into 6,495,015 shares of voting Common Stock and 6,409,519 shares of non-voting Common Stock as a result of the Company’s IPO in October 2019. No Convertible Preferred Stock was outstanding as of December 31, 2019. Liquidation The holders of Convertible Preferred Stock then outstanding shall be entitled to be paid (a) out of the consideration payable to stockholders in the event of a merger, consolidation, or reorganization involving the Company or a subsidiary or on the sale, lease, transfer, exclusive license or other disposition by the Company or a subsidiary of all or substantially all assets of the not elected otherwise by a requisite of holders of the Series A Preferred, or (b) out of the available proceeds the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of shares of Convertible Preferred Stock then outstanding shall be entitled to be paid, on a pari passu pari passu Anti-Dilution Holders of Convertible Preferred Stock are afforded certain anti-dilution protection with respect to corporate events such as stock splits and recapitalizations. Redemption The Company’s Convertible Preferred Stock is not redeemable but does contain deemed liquidation rights in the event of a merger, consolidation, or reorganization involving the Company or a subsidiary or on the sale, lease, transfer, exclusive license or other disposition by the Company or a subsidiary of all or substantially all assets of the Company, and unless elected otherwise by a requisite of holders of the Series A Preferred. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Common Stock | 9. Common Stock Common Stock Pursuant to the Amended and Restated Certificate of Incorporation filed in August 2018, the Company was authorized to issue a total of 21,147,115 shares of common stock, of which 3,848,320 shares were issued and outstanding at December 31, 2018. In January 2019, the Company’s certificate of incorporation was further amended to authorize the issuance of 29,000,000 shares of common stock. In October 2019, the Company’s certificate of incorporation was further amended to authorize the issuance of 143,590,481 shares of voting common stock and 6,409,519 shares of non-voting common stock. Holders of voting common stock shall have the exclusive right to vote for the election of directors of the Company and on all other matters requiring stockholder action. In connection with the issuance of the Notes in May 2018 (Note 6), several of the Company’s founders agreed to modify their shares of common stock outstanding to include vesting provisions that require continued service to the Company in order to vest in those shares. As such, the 2,904,000 modified shares of common stock became compensatory upon such modification. The fair value of the awards on the modification date was determined to be $0.74 per share of common stock, by calibrating to the recent Notes issuance considering the maximum conversion price and the seniority of the Notes. The total compensation cost resulting from the modification was $2,126. The total compensation cost is being recognized over the three-year vesting term attendant to the founders’ common shares. During the year ended December 31, 2019, the Company recognized $529 and $177 of this amount in research and development expense and general and administrative expense, respectively. During the year ended December 31, 2018, the Company recognized $399 and $118 of this amount in research and development expense and general and administrative expense, respectively. Common stockholders are entitled to dividends, if and when declared by the board of directors, subject to the prior rights of the Convertible Preferred Stockholders. As of December 31, 2019, no dividends on common stock had been declared. Non-Voting Common Stock Election In October 2019, certain holders of the Company’s Convertible Preferred Stock elected to have such shares convert into 6,409,519 shares of non-voting Common Stock following the closing of the Company’s IPO. The non-voting shares of Common Stock shall have the same rights and preferences as the Common Stock, but shall be non-voting. 2018 Stock Option and Grant Plan In September 2018, the Company adopted the 2018 stock option and grant plan (the 2018 Plan), which provided for the Company to sell or issue common stock, or other stock-based awards, to employees, members of the board of directors and consultants of the Company. The 2018 Plan was administered by the board of directors, or at the discretion of the board of directors, by a committee of the board of directors. The exercise prices, vesting and other restrictions were determined at the discretion of the board of directors, or their committee if so delegated, except that the exercise price per share of stock options may not be less than 100% of the fair market value of the share of common stock on the date of grant and the term of stock option may not be greater than 10 years. The Company generally granted stock-based awards with service conditions only (service-based awards), although there has been one grant with performance conditions. Stock options granted under the 2018 Plan generally vest over three to four years. There were 1,959,411 options granted under the 2018 Plan prior to the plan termination upon consummation of the Company’s IPO in October 2019. 2019 Stock Option and Incentive Plan The 2019 Stock Option and Incentive Plan (2019 Plan) was approved by the Company’s board of directors on October 14, 2019, and became effective on October 23, 2019. The 2019 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock units, restricted stock awards, unrestricted stock awards, cash-based awards and dividend equivalent rights to the Company’s officers, employees, directors and consultants. The number of shares initially reserved for issuance under the 2019 Plan is 2,342,288, which shall be cumulatively increased on January 1, 2020 and each January 1 thereafter by 4% of the number of shares of the Company’s common stock outstanding on the immediately preceding December 31 or such lesser number of shares determined by the Company’s board of directors or compensation committee of the board of directors. A summary of the stock option activity under the 2018 Plan and the 2019 Plan is presented below: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding as of January 1, 2018 — $ — — $ — Granted 971,353 1.01 Outstanding as of December 31, 2018 971,353 1.01 9.8 $ 4,051 Granted 1,340,839 7.97 Exercised (5,667 ) 1.01 Cancelled (176,893 ) 4.22 Outstanding as of December 31, 2019 2,129,632 $ 5.12 9.2 $ 18,844 Options Exercisable at December 31, 2019 365,385 $ 1.61 8.9 $ 4,516 The aggregate intrinsic value of options granted is calculated as the difference between the exercise price of the options and the estimated fair value of the Company’s common stock. The weighted average grant-date fair value of stock options granted during the year ended December 31, 2019 and 2018 was $5.24 and $1.91, respectively. The aggregate grant-date fair value of options vested during the year ended December 31, 2019 and 2018 was $753 and $26, respectively. The fair value of each award is estimated using Black-Scholes based on the following assumptions: For the Year Ended December 31, 2019 2018 Risk-free interest rate 1.39%—2.59% 2.92%—2.96% Expected term 0.3—6.1 years 5.5—6.2 years Expected volatility 70%—76% 72% Expected dividend yield 0% 0% Black-Scholes requires the use of subjective assumptions which determine the fair value of stock-based awards. These assumptions include: Fair value of common stock —Historically, because there has been no public market for the Company’s common stock, the fair value of the Company’s common stock underlying stock-based awards was estimated on each grant date by the Company’s board of directors. In order to determine the fair value of the Company’s common stock underlying stock-based awards, the Company’s board of directors considered, among other things, a valuation of the Company’s common stock prepared by an unrelated third-party valuation firm in accordance with the guidance provided by the American Institute of Certified Public Accountants Practice Guide, . Expected term —The expected term represents the period that stock-based awards are expected to be outstanding. The expected term for option grants is determined using the simplified method. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the stock-based awards. Expected volatility —As a privately held company historically, the Company has limited trading history for its common stock and, as such, the expected volatility is estimated based on the average volatility for comparable publicly traded biotechnology companies over a period equal to the expected term of the stock-based awards. The comparable companies were chosen based on their similar size, stage in the life cycle or area of specialty. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. Risk-free interest rate —The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of a stock-based award. Expected dividend —The Company has never paid dividends on its common stock and has no plans to pay dividends on its common stock. Therefore, the Company used an expected dividend yield of zero. Stock-based Compensation The Company has recorded stock-based compensation in the accompanying statements of operations as follows: For the Year Ended December 31, 2019 2018 Research and development $ 1,304 $ 455 General and administrative 996 151 Total $ 2,300 $ 606 As of December 31, 2019, there was $6,797 of unrecognized compensation cost related to unvested option awards, including $176 with respect to one grant with performance-based vesting terms, which is expected to be recognized over a weighted-average period of 2.2 years. As of December 31, 2019, there was $912 of unrecognized compensation cost related to unvested founder stock awards, which is expected to be recognized over a weighted-average period of 1.3 years. 2019 Employee Stock Purchase Plan The 2019 Employee Stock Purchase Plan (2019 ESPP) was approved by the Company’s board of directors on October 14, 2019, and became effective on October 23, 2019. A total of 234,229 shares of common stock were initially reserved for issuance under the 2019 ESPP, which shall be cumulatively increased on January 1, 2020 and each January 1 thereafter through January 1, 2029 by the least of (i) 234,229 shares of common stock, (ii) 1% of the number of shares of the Company’s common stock outstanding on the immediately preceding December 31 or (iii) such lesser number of shares determined by the 2019 ESPP’s administrator. The 2019 ESPP allows eligible employees to purchase shares during certain offering periods. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes The reconciliation of federal statutory income tax rate to the Company’s effective income tax rate is as follows: For the Year Ended December 31, 2019 2018 Expected income tax benefit at the federal statutory rate 21.0 % 21.0 % State and local taxes, net of federal benefit 13.1 7.9 Research and development credit, net 2.3 0.6 Non-deductible items (3.3 ) (16.8 ) Change in valuation allowance (33.1 ) (12.7 ) Total 0.0 % 0.0 % Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The principal components of the Company’s deferred tax assets consisted of the following: December 31, 2019 2018 Deferred tax assets: Federal, state and local net operating loss carryforwards $ 5,688 $ 1,163 License fee deductions 362 328 Research and development tax credits 452 69 Stock-based compensation deductions 264 17 Accrued expenses 457 35 Gross deferred tax assets 7,223 1,612 Less: valuation allowance (7,223 ) (1,612 ) Total deferred tax assets — — Deferred tax liabilities: — — $ — $ — Net deferred tax assets $ — $ — The Company increased its valuation allowance by $5,611 for the year ended December 31, 2019 in order to maintain a full valuation allowance against its deferred tax assets. Based on the Company’s history of losses, the Company recorded a full valuation allowance against its deferred tax assets as of December 31, 2019. The Company intends to maintain a valuation allowance until sufficient positive evidence exists to support a reversal of the allowance. As of December 31, 2019, the Company had federal, state and local net operating loss carryforwards of $17,480, $19,220 and $10,129, respectively; $17,231 of the federal amounts do not expire, and the remaining $249 expire in 2037. The state net operating losses begin to expire in 2037. The local net operating losses expire in 2039. As of December 31, 2019, the Company had federal research and development tax credit carryforwards of $452, which begin to expire in 2038. Under the provisions of Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the IRC), these net operating losses, credit carryforwards and other tax attributes may be subject to limitation based on previous significant changes in ownership and upon future significant changes in ownership of the Company, as defined by the IRC. The Company files income tax returns in the U.S. federal jurisdiction as well as in Pennsylvania and Philadelphia. The tax years 2018 and 2017 remain open to examination by the jurisdictions where the Company is subject to tax. The Company evaluates tax positions for recognition using a more-likely-than-not recognition threshold, and those tax positions eligible for recognition are measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon the effective settlement with a taxing authority that has full knowledge of all relevant information. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 11. Net Loss Per Share For the year ended December 31, 2019, the Company had voting and non-voting common stock outstanding. Since the rights of the voting and non-voting common stock are identical, except with respect to voting, the undistributed losses of the Company have been allocated on a proportionate basis to the two classes. Diluted net loss per share is calculated using the if-converted method, which assumes conversion of all non-voting common stock to voting common stock. Voting common stock Non-voting common stock Basic net loss per share: Numerator Allocation of undistributed losses attributable to common stockholders $ (17,693 ) $ (4,576 ) Denominator Weighted average number of shares used in basic per share computation 4,345,530 1,123,861 Net loss per share, basic $ (4.07 ) $ (4.07 ) Diluted net loss per share: Numerator Allocation of undistributed losses for basic computation $ (17,693 ) $ (4,576 ) Reallocation of undistributed losses as a result of conversion of non-voting to voting common shares (4,576 ) — Allocation of undistributed losses $ (22,269 ) $ (4,576 ) Denominator Weighted average number of shares used in basic per share computation 4,345,530 1,123,861 Add: Conversion of non-voting to voting common shares outstanding 1,123,861 — Weighted average number of shares used in diluted per share computation 5,469,391 1,123,861 Net loss per share, diluted $ (4.07 ) $ (4.07 ) For the year ended December 31, 2018, basic and diluted net loss per share is: Common stock Basic and diluted net loss per share: Numerator Net loss attributable to common stockholders $ (12,202 ) Denominator Weighted average number of shares used in basic and diluted per share computation 1,775,468 Net loss per share, diluted $ (6.87 ) The following outstanding potentially dilutive shares have been excluded from the calculation of diluted net loss per share, as their effect is anti-dilutive: For the Year Ended December 31, 2019 2018 Convertible preferred stock — 12,393,047 Stock options to purchase common stock 2,129,632 971,353 Non-vested founder stock 1,388,977 2,384,754 Total 3,518,609 15,749,154 |
401(k) Savings Plan
401(k) Savings Plan | 12 Months Ended |
Dec. 31, 2019 | |
Defined Contribution Pension And Other Postretirement Plans Disclosure [Abstract] | |
401(k) Savings Plan | 12. 401(k) Savings Plan The Company maintains a defined-contribution savings plan under Section 401(k) of the IRC, or the 401(k) Plan. The 401(k) Plan covers all employees who meet defined minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pretax basis. In 2019, the Company made a safe harbor nonelective contribution of 3% of eligible compensation on behalf of all employees. Effective January 1, 2020, the Plan provides for matching contributions on a portion of participant contributions pursuant to the 401(k) Savings Plan’s matching formula, up to 4% of eligible compensation. All matching contributions and participant contributions vest immediately. Contributions totaled $74 and $0 for the years ended December 31, 2019 and 2018, respectively, and have been recorded in the statements of operations. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions made in the accompanying financial statements include but are not limited to the fair value of common stock, stock-based compensation, the valuation allowance on the Company’s deferred tax assets, and the fair value of convertible debt. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates. |
Off-Balance Sheet Risk and Concentrations of Credit Risk | Off-Balance Sheet Risk and Concentrations of Credit Risk Financial instruments, which potentially subject the Company to significant concentration of credit risk, consist primarily of cash and cash equivalents, which are maintained at a federally insured financial institution. The deposits held at this institution are 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 institution in which those deposits are held. The Company has no off‑balance sheet risk, such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less from the purchase date to be cash equivalents. Cash equivalents consist primarily of amounts invested in money market accounts. |
Deferred Offering Costs | Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders’ deficit as a reduction of additional paid-in capital generated as a result of the offering. Should the in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the statements of operations. Offering costs, including legal, accounting, and filing fees related to the IPO, were deferred and were offset against the offering proceeds upon the completion of the IPO. Upon completion of the IPO, $3,408 of such deferred offering costs were reclassified to additional paid in capital. There were no deferred offering costs capitalized as of December 31, 2019. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are recorded at cost less accumulated depreciation. Cost includes the acquisition costs and all costs necessary to bring the asset to the location and working condition necessary for its intended use. Depreciation expense is recognized using the straight-line method over the estimated useful life of each asset. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the accompanying statements of operations. Expenditures for normal, recurring or periodic repairs and maintenance related to property and equipment are charged to expense as incurred. The cost for planned major maintenance activities, including the related acquisition or construction of assets, is capitalized if it will result in future economic benefits. Estimated useful lives for property and equipment are as follows: Property and equipment Estimated useful life Laboratory equipment Three years Furniture and fixtures Three years Computer equipment Three years Leasehold improvements Lesser of estimated useful life or remaining lease term |
Fair Value Measurement | Fair Value Measurement Assets and liabilities recorded at fair value on a recurring basis in the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: Level 1—Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2—Inputs (other than quoted prices included in Level 1) that are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
Accrued Research and Development Costs | Accrued Research and Development Costs The Company records accrued liabilities for estimated costs of research and development activities conducted by service providers, which include activities under the Penn Agreement (Note 7), the conduct of sponsored research, preclinical studies and contract manufacturing activities. The Company records the estimated costs of research and development activities based upon the estimated amount of services provided and includes these costs in accrued and other current liabilities and prepaid expenses and other current assets in the accompanying balance sheets and within research and development expense in the accompanying statements of operations. The Company accrues for these costs based on factors such as estimates of the work completed and in accordance with agreements established with service providers. The Company makes significant judgments and estimates in determining the accrued liabilities and prepaid expenses in each reporting period. As actual costs become known, the Company adjusts its accrued liabilities and prepaid expenses. The Company has not experienced any material differences between accrued costs and actual costs incurred since its inception. |
Research and Development Expenses | Research and Development Expenses Research and development costs include costs incurred for internal and external research and development activities and are expensed as incurred in the accompanying statements of operations. Research and development costs consist of salaries and benefits, including associated stock-based compensation, and laboratory supplies and facility costs, as well as fees paid to entities that conduct certain research and development activities on the Company’s behalf. |
Stock-based Compensation | Stock-based Compensation The Company measures its stock-based awards granted to employees and non-employees based on the estimated fair values of the awards and recognizes the compensation over the requisite service period. The Company uses the Black-Scholes option-pricing model (Black-Scholes) to estimate the fair value of its stock-based awards. The Company uses the simplified method in accordance with guidance provided by the Securities and Exchange Commission and calculates the expected term as the midpoint between the vesting date and the contractual term for certain awards with service or performance conditions. Stock-based compensation is recognized using the straight-line method. As stock-based compensation is based on awards ultimately expected to vest, it is reduced by forfeitures. The Company accounts for forfeitures as they occur. |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax base. Deferred tax assets and liabilities, which relate primarily to the carrying amount of the Company’s property and equipment and its net operating loss carryforwards, are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expense or benefit is the result of changes in the deferred tax assets and liabilities. Valuation allowances are established when necessary to reduce deferred tax assets where, based upon the available evidence, the Company concludes that it is more-likely-than-not that the deferred tax assets will not be realized. In evaluating its ability to recover deferred tax assets, the Company considers all available positive and negative evidence, including its operating results, ongoing tax planning and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. Because of the uncertainty of the realization of deferred tax assets, the Company has recorded a full valuation allowance against its deferred tax assets. Reserves are provided for tax benefits for which realization is uncertain. Such benefits are only recognized when the underlying tax position is considered more-likely-than-not to be sustained on examination by a taxing authority, assuming they possess full knowledge of the position and facts. Interest and penalties related to uncertain tax positions are recognized in the provision of income taxes; however, the Company currently has no interest or penalties related to uncertain income tax benefits. |
Comprehensive Loss | Comprehensive Loss The Company did not have any items of comprehensive income or loss other than net loss for the years ended December 31, 2019 and 2018. |
Net Loss Per Share | Net Loss Per Share The Company calculates basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for participating securities. The Company has voting and non-voting common stock. The rights, including the liquidation and dividend rights, of the holders of the voting and non-voting common stock are identical, except with respect to voting. Each share of non-voting common stock may be converted at any time into one share of voting common stock at the option of its holder by providing written notice to the Company, subject to the limitations provided for in the amended and restated certificate of incorporation. The Company also considers its unvested shares of common stock held by the Company’s founders and, prior to its conversion to common stock, its convertible preferred stock to be participating securities as, in the event a dividend is paid on common stock, the holders of convertible preferred stock and unvested shares of common stock would be entitled to receive dividends on a basis consistent with the common stockholders. The net loss attributable to common stockholders is not allocated to the convertible preferred stock nor to the unvested shares of common stock as the holders of those securities do not have a contractual obligation to share in losses. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock, which excludes unvested shares of common stock. The undistributed loss for each year is allocated to common stockholders based on the contractual participation rights of the voting and non-voting common stock as if the losses for the year had been distributed. As the liquidation and dividend rights are identical, the undistributed losses are allocated on a proportionate basis. Net loss attributable to common stockholders is calculated by adjusting the net loss of the Company for the deemed dividend associated with the exchange of Series A-2 Preferred for Series B Preferred. Diluted net loss per share attributable to common stockholders is computed under the if-converted method and assumes that all non-voting common stock has been converted to common stock. Since the Company was in a loss position for all periods presented, the effects of the other potentially dilutive securities are antidilutive. |
Segments | Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (CODM) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined it operates in a single operating segment and has one reportable segment. |
Related Party Transactions | Related Party Transactions The Company engaged a firm controlled by a former executive (until February 2019) of the Company for professional services related to accounting, finance and other administrative functions. For the years ended December 31, 2019 and 2018, the costs incurred under this arrangement totaled $601 and $186, respectively. These amounts were recorded as general and administrative expense in the accompanying statements of operations. As of December 31, 2019 and 2018, amounts owed under this arrangement totaled $36 and $50, respectively, and are included in accounts payable and other current liabilities in the accompanying balance sheets, respectively. The Company engaged the services of its current Chief Executive Officer and President prior to his employment in October 2018. For the year ended December 31, 2018, the costs incurred under this arrangement totaled $180, which was recorded as general and administrative expense in the accompanying statements of operations. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the JOBS Act). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-02, Leases |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives for Property and Equipment | Estimated useful lives for property and equipment are as follows: Property and equipment Estimated useful life Laboratory equipment Three years Furniture and fixtures Three years Computer equipment Three years Leasehold improvements Lesser of estimated useful life or remaining lease term |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Financial Assets Measured at Fair Value on Recurring Basis | The following tables present information about the Company’s financial assets measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values: December 31, 2019 Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Financial assets Cash equivalents: Money market funds $ 136,204 $ 136,204 $ — $ — Total $ 136,204 $ 136,204 $ — $ — December 31, 2018 Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Financial assets Cash equivalents: Money market funds $ 33,017 $ 33,017 $ — $ — Total $ 33,017 $ 33,017 $ — $ — |
Summary of Rollforward of Aggregate Fair Value of Convertible Notes | The following table presents a roll-forward of the aggregate fair values of the Company’s convertible notes (Note 6) for which fair value is determined by Level 3 inputs: Balance—January 1, 2018 $ — Initial fair value 12,535 Fair value adjustments 6,244 Conversion into convertible preferred stock (18,779 ) Balance—December 31, 2018 $ — |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property Plant and Equipment | Property plant and equipment consists of the following: December 31, 2019 2018 Laboratory equipment $ 544 $ — Furniture and fixtures 277 — Leasehold improvements 57 — Computer equipment 41 — Total property, plant and equipment 919 — Less: accumulated depreciation (104 ) — Property, plant and equipment, net $ 815 $ — |
Accrued and Other Current Lia_2
Accrued and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued and Other Current Liabilities | Accrued and other current liabilities consist of the following: December 31, 2019 2018 Research and development services $ 231 $ 181 General and administrative services 297 36 Compensation expense 1,522 121 Other 177 2 $ 2,227 $ 340 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Payments for Operating Leases | As of December 31, 2019, the future minimum payments for operating leases are as follows: 2020 $ 263 2021 268 2022 158 Thereafter — $ 689 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Partners Capital [Abstract] | |
Summary of Convertible Preferred Stock | . The following table summarizes the Company’s Convertible Preferred Stock: Series A Preferred Series A-1 Preferred Series A-2 Preferred Series B Preferred Total Convertible Preferred Stock Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance—December 31, 2017 — $ — — $ — — $ — — $ — — $ — Issuance on conversion of convertible notes — — 2,819,267 9,558 1,873,777 6,352 — — 4,693,044 15,910 Issuance on milestone closing of convertible notes — — 4,553,452 15,436 — — — — 4,553,452 15,436 Issuance 3,146,551 12,744 — — — — — — 3,146,551 12,744 Issuance costs — (169 ) — — — — — (169 ) Balance—December 31, 2018 3,146,551 12,575 7,372,719 24,994 1,873,777 6,352 — — 12,393,047 43,921 Issuance — — — — — — 6,963,788 50,000 6,963,788 50,000 Exchange, including deemed dividend — — — — (1,405,332 ) (4,764 ) 1,405,332 10,090 — 5,326 Issuance costs — — — — — — — (1,293 ) — (1,293 ) Conversion to common stock (3,146,551 ) (12,575 ) (7,372,719 ) (24,994 ) (468,445 ) (1,588 ) (8,369,120 ) (58,797 ) (19,356,835 ) (97,954 ) Balance—December 31, 2019 — $ — — $ — — $ — — $ — — $ — |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Summary of Stock Option Activity | A summary of the stock option activity under the 2018 Plan and the 2019 Plan is presented below: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding as of January 1, 2018 — $ — — $ — Granted 971,353 1.01 Outstanding as of December 31, 2018 971,353 1.01 9.8 $ 4,051 Granted 1,340,839 7.97 Exercised (5,667 ) 1.01 Cancelled (176,893 ) 4.22 Outstanding as of December 31, 2019 2,129,632 $ 5.12 9.2 $ 18,844 Options Exercisable at December 31, 2019 365,385 $ 1.61 8.9 $ 4,516 |
Schedule of Assumptions Used to Estimate Fair Value of Stock Options | The fair value of each award is estimated using Black-Scholes based on the following assumptions: For the Year Ended December 31, 2019 2018 Risk-free interest rate 1.39%—2.59% 2.92%—2.96% Expected term 0.3—6.1 years 5.5—6.2 years Expected volatility 70%—76% 72% Expected dividend yield 0% 0% |
Summary of Stock-Based Compensation | The Company has recorded stock-based compensation in the accompanying statements of operations as follows: For the Year Ended December 31, 2019 2018 Research and development $ 1,304 $ 455 General and administrative 996 151 Total $ 2,300 $ 606 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of Federal Statutory Income Tax Rate to Company's Effective Income Tax Rate | The reconciliation of federal statutory income tax rate to the Company’s effective income tax rate is as follows: For the Year Ended December 31, 2019 2018 Expected income tax benefit at the federal statutory rate 21.0 % 21.0 % State and local taxes, net of federal benefit 13.1 7.9 Research and development credit, net 2.3 0.6 Non-deductible items (3.3 ) (16.8 ) Change in valuation allowance (33.1 ) (12.7 ) Total 0.0 % 0.0 % |
Summary of Principal Components of Company's Deferred Tax Assets | The principal components of the Company’s deferred tax assets consisted of the following: December 31, 2019 2018 Deferred tax assets: Federal, state and local net operating loss carryforwards $ 5,688 $ 1,163 License fee deductions 362 328 Research and development tax credits 452 69 Stock-based compensation deductions 264 17 Accrued expenses 457 35 Gross deferred tax assets 7,223 1,612 Less: valuation allowance (7,223 ) (1,612 ) Total deferred tax assets — — Deferred tax liabilities: — — $ — $ — Net deferred tax assets $ — $ — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings Per Share | Voting common stock Non-voting common stock Basic net loss per share: Numerator Allocation of undistributed losses attributable to common stockholders $ (17,693 ) $ (4,576 ) Denominator Weighted average number of shares used in basic per share computation 4,345,530 1,123,861 Net loss per share, basic $ (4.07 ) $ (4.07 ) Diluted net loss per share: Numerator Allocation of undistributed losses for basic computation $ (17,693 ) $ (4,576 ) Reallocation of undistributed losses as a result of conversion of non-voting to voting common shares (4,576 ) — Allocation of undistributed losses $ (22,269 ) $ (4,576 ) Denominator Weighted average number of shares used in basic per share computation 4,345,530 1,123,861 Add: Conversion of non-voting to voting common shares outstanding 1,123,861 — Weighted average number of shares used in diluted per share computation 5,469,391 1,123,861 Net loss per share, diluted $ (4.07 ) $ (4.07 ) For the year ended December 31, 2018, basic and diluted net loss per share is: Common stock Basic and diluted net loss per share: Numerator Net loss attributable to common stockholders $ (12,202 ) Denominator Weighted average number of shares used in basic and diluted per share computation 1,775,468 Net loss per share, diluted $ (6.87 ) |
Schedule of Antidilutive Shares Excluded from Calculation of Diluted Net Loss Per Share | The following outstanding potentially dilutive shares have been excluded from the calculation of diluted net loss per share, as their effect is anti-dilutive: For the Year Ended December 31, 2019 2018 Convertible preferred stock — 12,393,047 Stock options to purchase common stock 2,129,632 971,353 Non-vested founder stock 1,388,977 2,384,754 Total 3,518,609 15,749,154 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) $ / shares in Units, $ in Thousands | Oct. 29, 2019USD ($)$ / sharesshares | Oct. 16, 2019$ / shares | Nov. 30, 2019USD ($)shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Basis Of Presentation [Line Items] | |||||
Reverse stock split description | 1-for-1.5 reverse split | ||||
Reverse stock split ratio | 0.67 | ||||
Common stock, par value | $ / shares | $ 0.00001 | ||||
Cash and cash equivalents | $ | $ 136,204 | $ 33,017 | |||
Accumulated deficit | $ | $ (32,959) | $ (12,452) | |||
Initial Public Offering | |||||
Basis Of Presentation [Line Items] | |||||
Issuance of common stock, shares | shares | 6,800,000 | ||||
Common stock issued, per share | $ / shares | $ 11 | ||||
Net proceeds from initial public offering | $ | $ 66,156 | $ 4,864 | |||
Conversion of convertible preferred stock to common stock | shares | 12,904,534 | ||||
Number of additional common stock purchased by underwriters upon partial exercise of option | shares | 475,501 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2019USD ($)Segment | Dec. 31, 2018USD ($) | |
Summary of Significant Accounting Policies [Line Items] | ||
Deferred offering costs capitalized | $ 0 | |
Interest or penalties related to uncertain income tax benefits | $ 0 | |
Number of operating segment | Segment | 1 | |
Number of reportable segment | Segment | 1 | |
Amounts due to related party | $ 36,000 | $ 50,000 |
Chief Executive Officer and President | ||
Summary of Significant Accounting Policies [Line Items] | ||
Costs incurred under the arrangement recorded as general and administrative expense | 180,000 | |
Professional Services | ||
Summary of Significant Accounting Policies [Line Items] | ||
Costs incurred under the arrangement recorded as general and administrative expense | 601,000 | $ 186,000 |
Additional Paid-in Capital | IPO | ||
Summary of Significant Accounting Policies [Line Items] | ||
Deferred offering costs | $ 3,408,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives for Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Laboratory Equipment | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 3 years |
Furniture and Fixtures | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 3 years |
Computer Equipment | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 3 years |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | Lesser of estimated useful life or remaining lease term |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets Measured at Fair Value on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Cash equivalents: | ||
Total | $ 136,204 | $ 33,017 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Cash equivalents: | ||
Total | 136,204 | 33,017 |
Money Market Funds | ||
Cash equivalents: | ||
Total | 136,204 | 33,017 |
Money Market Funds | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Cash equivalents: | ||
Total | $ 136,204 | $ 33,017 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Rollforward of Aggregate Fair Value of Convertible Notes (Details) - Convertible Notes - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
May 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Initial fair value | $ 12,535 | ||
Fair value adjustments | $ 6,244 | ||
Significant Unobservable Inputs (Level 3) | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Initial fair value | $ 12,535 | ||
Fair value adjustments | 6,244 | ||
Conversion into convertible preferred stock | $ (18,779) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | ||
Fair value, assets, level 1 to level 2 transfers, amount | $ 0 | $ 0 |
Fair value, assets, level 2 to level 1 transfers, amount | 0 | 0 |
Fair value, measurement with unobservable inputs reconciliation, recurring basis, asset, transfers, net | $ 0 | $ 0 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property Plant and Equipment (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Property Plant And Equipment [Line Items] | |
Total property, plant and equipment | $ 919 |
Less: accumulated depreciation | (104) |
Property, plant and equipment, net | 815 |
Laboratory Equipment | |
Property Plant And Equipment [Line Items] | |
Total property, plant and equipment | 544 |
Furniture and Fixtures | |
Property Plant And Equipment [Line Items] | |
Total property, plant and equipment | 277 |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Total property, plant and equipment | 57 |
Computer Equipment | |
Property Plant And Equipment [Line Items] | |
Total property, plant and equipment | $ 41 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | ||
Depreciation expense | $ 104 | $ 0 |
Accrued and Other Current Lia_3
Accrued and Other Current Liabilities - Schedule of Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables And Accruals [Abstract] | ||
Research and development services | $ 231 | $ 181 |
General and administrative services | 297 | 36 |
Compensation expense | 1,522 | 121 |
Other | 177 | 2 |
Accrued and other current liabilities | $ 2,227 | $ 340 |
Convertible Notes - Additional
Convertible Notes - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2018 | May 31, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||||
Proceeds from issuance of convertible preferred stock on milestone closing of convertible notes | $ 12,567 | |||
Preferred stock, outstanding shares | 0 | 0 | ||
Series A Preferred | ||||
Debt Instrument [Line Items] | ||||
Convertible preferred stock issued | 3,146,551 | |||
Proceeds from convertible preferred stock | $ 12,744 | $ 12,744 | ||
Series A-1 Preferred | ||||
Debt Instrument [Line Items] | ||||
Proceeds from issuance of convertible preferred stock on milestone closing of convertible notes | $ 12,567 | |||
Convertible preferred stock issued | 4,553,452 | |||
Conversion price per share | $ 2.76 | $ 2.76 | ||
Accrued interest | $ 409 | |||
Conversion of preferred stock to convertible preferred stock | 2,819,267 | |||
Series A-2 Preferred | ||||
Debt Instrument [Line Items] | ||||
Conversion price per share | $ 2.76 | $ 2.76 | ||
Conversion of preferred stock to convertible preferred stock | 1,873,777 | |||
Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Proceeds from issuance of debt | $ 12,535 | |||
Debt instrument, stated interest rate | 7.50% | |||
Proceeds from issuance of convertible preferred stock on milestone closing of convertible notes | $ 12,567 | |||
Accrued interest | $ 409 | |||
Fair value of convertible notes issued | 12,535 | |||
Fair value, debt instrument volatility rate | 71.00% | |||
Fair value, debt instrument term | 1 year 3 months 18 days | |||
Fair value, debt instrument weighted average discount rate for lack of marketability | 35.00% | |||
Fair value adjustments | $ 6,244 | |||
Convertible Notes | General and Administrative Expense | ||||
Debt Instrument [Line Items] | ||||
Debt issuance costs | 53 | |||
Convertible Notes | Series A-1 Preferred | ||||
Debt Instrument [Line Items] | ||||
Share price | $ 3.39 | |||
Convertible Notes | Series A-2 Preferred | ||||
Debt Instrument [Line Items] | ||||
Share price | $ 3.39 | |||
Penn | Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Proceeds from issuance of debt | $ 5,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2019USD ($)Faculty | Dec. 31, 2018USD ($)shares | |
Commitments and Contingencies [Line Items] | ||
Research and development expense | $ 11,671,000 | $ 4,467,000 |
Manufacturing agreements, maximum amount committed | $ 1,300,000 | |
Common Stock | ||
Commitments and Contingencies [Line Items] | ||
Number of shares issued, shares | shares | 33,670 | |
Operating Lease Agreement | ||
Commitments and Contingencies [Line Items] | ||
Operating lease, description | The lease term commenced in May 2019 and will expire in July 2022. | |
Lease commencement period | 2019-05 | |
Lease expiration period | 2022-07 | |
Initial annual base rent | $ 261,000 | |
Percentage of annual increase of base rent | 2.00% | |
Rent expense | $ 178,000 | |
Penn Agreement | ||
Commitments and Contingencies [Line Items] | ||
Obligation to be paid | $ 2,000,000 | |
Payment term | 3 years | |
Payment commencement date | 2018-08 | |
License maintenance fee | $ 10,000 | |
Total milestone payments | 20,000,000 | |
Amounts due to agreement | 0 | |
Penn Agreement | Common Stock | ||
Commitments and Contingencies [Line Items] | ||
Number of shares issued, shares | shares | 481,318 | |
Penn Agreement | Research and Development | Common Stock | ||
Commitments and Contingencies [Line Items] | ||
Number of shares issued, value | $ 1,155,000 | |
Penn Agreement | General and Administrative Expense | ||
Commitments and Contingencies [Line Items] | ||
Out-of-pocket expenses reimbursed | 89,000 | |
Sponsored Research Agreements | Penn | ||
Commitments and Contingencies [Line Items] | ||
Obligation to be paid | $ 8,524,000 | |
Number of faculty member | Faculty | 2 | |
Funding term | 3 years | |
Funding term end date | 2021-04 | |
Research and development expense | $ 2,137,000 | 1,957,000 |
Sponsored Research Agreements | Penn | Prepaid Expenses and Other Current Assets | ||
Commitments and Contingencies [Line Items] | ||
Advance payments | 1,588,000 | $ 884,000 |
Master Translational Research Services Agreement | ||
Commitments and Contingencies [Line Items] | ||
Research and development expense | 2,355,000 | |
Maximum research and development expenses through the remaining term | 900,000 | |
Master Translational Research Services Agreement | Accrued Liabilities | ||
Commitments and Contingencies [Line Items] | ||
Obligation to be paid | 94,000 | |
Subscription and Technology Transfer Agreement | ||
Commitments and Contingencies [Line Items] | ||
Research and development expense | $ 250,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Payments for Operating Leases (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2020 | $ 263 |
2021 | 268 |
2022 | 158 |
Total | $ 689 |
Convertible Preferred Stock - A
Convertible Preferred Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2019 | Jan. 31, 2019 | Oct. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Temporary Equity [Line Items] | |||||
Preferred stock, authorized shares | 10,000,000 | 0 | |||
Preferred stock, issued shares | 0 | 0 | |||
Preferred stock, outstanding shares | 0 | 0 | |||
Gross proceeds from convertible preferred stock | $ 50,000 | $ 12,744 | |||
Convertible preferred stock, authorized shares | 20,762,168 | ||||
Preferred stock exchange including deemed dividend | $ (5,326) | ||||
Convertible preferred stock, terms of conversion | Each share of Convertible Preferred Stock automatically converts into the number of shares of common stock determined in accordance with the conversion rate upon either: (a) the closing of a public offering of common stock at a price of at least $18.23 per share resulting in at least $50,000 of gross proceeds, or (b) written consent of a majority of the holders of the then outstanding shares of Convertible Preferred Stock. | ||||
Mandatory conversion per share trigger price | $ 18.23 | ||||
Gross proceed trigger price | $ 50,000 | ||||
Convertible preferred stock convert into voting common stock | 6,495,015 | ||||
Convertible preferred stock convert into non-voting common stock | 6,409,519 | ||||
Initial Public Offering | |||||
Temporary Equity [Line Items] | |||||
Convertible preferred stock, terms of conversion | Each 1.5 outstanding share of Convertible Preferred Stock converted into one share of common stock. | ||||
Series A Preferred | |||||
Temporary Equity [Line Items] | |||||
Convertible preferred stock, issued shares | 3,146,551 | ||||
Gross proceeds from convertible preferred stock | $ 12,744 | ||||
Issuance, shares | 3,146,551 | ||||
Convertible preferred stock dividends per share | $ 0.24 | ||||
Convertible preferred stock, outstanding shares | 3,146,551 | ||||
Series B Preferred Stock | |||||
Temporary Equity [Line Items] | |||||
Gross proceeds from convertible preferred stock | $ 50,000 | ||||
Issuance, shares | 6,963,788 | 6,963,788 | |||
Number of preferred shares in exchange | 1,405,332 | 1,405,332 | |||
Preferred stock exchange including deemed dividend | $ (10,090) | $ (10,090) | |||
Convertible preferred stock dividends per share | $ 0.4308 | ||||
Series A-2 Preferred | |||||
Temporary Equity [Line Items] | |||||
Number of preferred shares in exchange | (1,405,332) | (1,405,332) | |||
Preferred stock exchange including deemed dividend | $ (4,764) | $ 4,764 | |||
Convertible preferred stock dividends per share | $ 0.1656 | ||||
Convertible preferred stock, outstanding shares | 1,873,777 | ||||
Series A-1 Preferred | |||||
Temporary Equity [Line Items] | |||||
Convertible preferred stock, issued shares | 4,553,452 | ||||
Convertible preferred stock dividends per share | $ 0.1656 | ||||
Convertible preferred stock, outstanding shares | 7,372,719 | ||||
Convertible Preferred Stock | |||||
Temporary Equity [Line Items] | |||||
Convertible preferred stock, issued shares | 0 | 12,393,047 | |||
Convertible preferred stock, authorized shares | 0 | 12,393,497 | |||
Preferred stock exchange including deemed dividend | $ (5,326) | ||||
Convertible preferred stock, outstanding shares | 0 | 12,393,047 |
Convertible Preferred Stock - S
Convertible Preferred Stock - Summary of Convertible Preferred Stock (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2019 | Oct. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Temporary Equity [Line Items] | ||||
Beginning balance | $ 43,921 | $ 43,921 | ||
Exchange, including deemed dividend | 5,326 | |||
Ending balance | $ 43,921 | |||
Series A Preferred | ||||
Temporary Equity [Line Items] | ||||
Beginning balance | $ 12,575 | $ 12,575 | ||
Beginning balance, Shares | 3,146,551 | 3,146,551 | ||
Issuance | $ 12,744 | $ 12,744 | ||
Issuance, shares | 3,146,551 | |||
Issuance costs | $ (169) | |||
Conversion to common stock | $ (12,575) | |||
Conversion to common stock, shares | (3,146,551) | |||
Ending balance | $ 12,575 | |||
Ending balance, Shares | 3,146,551 | |||
Series A-1 Preferred | ||||
Temporary Equity [Line Items] | ||||
Beginning balance | $ 24,994 | $ 24,994 | ||
Beginning balance, Shares | 7,372,719 | 7,372,719 | ||
Issuance on conversion of convertible notes | $ 9,558 | |||
Issuance on conversion of convertible notes, shares | 2,819,267 | |||
Issuance on milestone closing of convertible notes | $ 15,436 | |||
Issuance on milestone closing of convertible notes, shares | 4,553,452 | |||
Conversion to common stock | $ (24,994) | |||
Conversion to common stock, shares | (7,372,719) | |||
Ending balance | $ 24,994 | |||
Ending balance, Shares | 7,372,719 | |||
Series A-2 Preferred | ||||
Temporary Equity [Line Items] | ||||
Beginning balance | $ 6,352 | $ 6,352 | ||
Beginning balance, Shares | 1,873,777 | 1,873,777 | ||
Issuance on conversion of convertible notes | $ 6,352 | |||
Issuance on conversion of convertible notes, shares | 1,873,777 | |||
Exchange, including deemed dividend | $ 4,764 | $ (4,764) | ||
Exchange, including deemed dividend, Shares | (1,405,332) | (1,405,332) | ||
Conversion to common stock | $ (1,588) | |||
Conversion to common stock, shares | (468,445) | |||
Ending balance | $ 6,352 | |||
Ending balance, Shares | 1,873,777 | |||
Series B Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Issuance | $ 50,000 | |||
Issuance, shares | 6,963,788 | 6,963,788 | ||
Exchange, including deemed dividend | $ 10,090 | $ 10,090 | ||
Exchange, including deemed dividend, Shares | 1,405,332 | 1,405,332 | ||
Issuance costs | $ (1,293) | |||
Conversion to common stock | $ (58,797) | |||
Conversion to common stock, shares | (8,369,120) | |||
Convertible Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Beginning balance | $ 43,921 | $ 43,921 | ||
Beginning balance, Shares | 12,393,047 | 12,393,047 | ||
Issuance on conversion of convertible notes | $ 15,910 | |||
Issuance on conversion of convertible notes, shares | 4,693,044 | |||
Issuance on milestone closing of convertible notes | $ 15,436 | |||
Issuance on milestone closing of convertible notes, shares | 4,553,452 | |||
Issuance | $ 48,707 | $ 12,575 | ||
Exchange, including deemed dividend | 5,326 | |||
Issuance costs | (1,293) | (169) | ||
Conversion to common stock | $ (97,954) | |||
Conversion to common stock, shares | (19,356,835) | |||
Ending balance | $ 43,921 | |||
Ending balance, Shares | 0 | 12,393,047 |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 23, 2019 | Oct. 31, 2019 | May 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 31, 2019 |
Class Of Stock [Line Items] | ||||||
Common stock, authorized shares | 150,000,000 | 21,147,115 | 29,000,000 | |||
Common stock, issued shares | 24,034,022 | 3,848,320 | ||||
Common stock, outstanding shares | 24,034,022 | 3,848,320 | ||||
Common stock shares modified | 2,904,000 | |||||
Fair value of common stock shares modified | $ 0.74 | |||||
Total compensation cost of common stock shares modified | $ 2,126 | |||||
Unrecognized compensation cost, period for recognition | 2 years 2 months 12 days | |||||
Compensation cost recognized | $ 2,300 | $ 606 | ||||
Common stock, dividends declared | $ 0 | |||||
Convertible preferred stock convert into non-voting common stock | 6,409,519 | |||||
Unrecognized compensation cost related to unvested stock-based awards | $ 6,797 | |||||
2019 Plan | ||||||
Class Of Stock [Line Items] | ||||||
Shares reserved for issuance | 2,342,288 | |||||
Increase in share reserved percentage | 4.00% | |||||
2019 ESPP | ||||||
Class Of Stock [Line Items] | ||||||
Shares reserved for issuance | 234,229 | |||||
Minimum | 2019 ESPP | ||||||
Class Of Stock [Line Items] | ||||||
Shares reserved for issuance | 234,229 | |||||
Increase in share reserved percentage | 1.00% | |||||
Stock Options | 2018 Plan | ||||||
Class Of Stock [Line Items] | ||||||
Number of options granted | 1,959,411 | |||||
Stock Options | 2018 and 2019 Plan | ||||||
Class Of Stock [Line Items] | ||||||
Number of options granted | 1,340,839 | 971,353 | ||||
Weighted average grant-date fair value of stock options granted | $ 5.24 | $ 1.91 | ||||
Aggregate grant-date fair value of options vested | $ 753 | $ 26 | ||||
Stock Options | Minimum | 2018 Plan | ||||||
Class Of Stock [Line Items] | ||||||
Percentage of exercise price per share of fair market value | 100.00% | |||||
Share-based compensation, vesting period | 3 years | |||||
Stock Options | Maximum | 2018 Plan | ||||||
Class Of Stock [Line Items] | ||||||
Term of stock options after grant date | 10 years | |||||
Share-based compensation, vesting period | 4 years | |||||
Performance-Based Shares | ||||||
Class Of Stock [Line Items] | ||||||
Unrecognized compensation cost related to unvested stock-based awards, other than options | $ 176 | |||||
Research and Development | ||||||
Class Of Stock [Line Items] | ||||||
Compensation cost recognized | 1,304 | 455 | ||||
General and Administrative Expense | ||||||
Class Of Stock [Line Items] | ||||||
Compensation cost recognized | $ 996 | 151 | ||||
Founders | ||||||
Class Of Stock [Line Items] | ||||||
Unrecognized compensation cost, period for recognition | 3 years | 1 year 3 months 18 days | ||||
Unrecognized compensation cost related to unvested stock-based awards | $ 912 | |||||
Founders | Research and Development | ||||||
Class Of Stock [Line Items] | ||||||
Compensation cost recognized | 529 | 399 | ||||
Founders | General and Administrative Expense | ||||||
Class Of Stock [Line Items] | ||||||
Compensation cost recognized | $ 177 | $ 118 | ||||
Voting Common Stock | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, authorized shares | 143,590,481 | 143,590,481 | 21,147,115 | |||
Common stock, issued shares | 17,624,503 | 3,848,320 | ||||
Common stock, outstanding shares | 17,624,503 | 3,848,320 | ||||
Non-voting Common Stock | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, authorized shares | 6,409,519 | 6,409,519 | ||||
Common stock, issued shares | 6,409,519 | |||||
Common stock, outstanding shares | 6,409,519 |
Common Stock - Summary of Stock
Common Stock - Summary of Stock Option Activity (Details) - Stock Options - 2018 and 2019 Plan - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Shares | ||
Number of Shares, Beginning Balance | 971,353 | |
Number of Shares, Granted | 1,340,839 | 971,353 |
Number of Shares, Ending Balance | 2,129,632 | 971,353 |
Number of Shares, Exercised | (5,667) | |
Number of shares, Cancelled | (176,893) | |
Number of Shares, Options Exercisable | 365,385 | |
Weighted Average Exercise Price | ||
Weighted Average Exercise Price, Beginning Balance | $ 1.01 | |
Weighted Average Exercise Price, Granted | 7.97 | $ 1.01 |
Weighted Average Exercise Price, Ending Balance | 5.12 | $ 1.01 |
Weighted Average Exercise Price, Exercised | 1.01 | |
Weighted Average Exercise Price, Cancelled | 4.22 | |
Weighted Average Exercise Price, Options Exercisable | $ 1.61 | |
Weighted Average Remaining Contractual Term (years) | ||
Term (years) | 9 years 2 months 12 days | 9 years 9 months 18 days |
Weighted Average Remaining Contractual Term (years), Options Exercisable | 8 years 10 months 24 days | |
Aggregate Intrinsic Value | ||
Aggregate Intrinsic Value, Beginning Balance | $ 4,051 | |
Aggregate Intrinsic Value, Ending Balance | 18,844 | $ 4,051 |
Aggregate Intrinsic Value, Options Exercisable | $ 4,516 |
Common Stock - Schedule of Assu
Common Stock - Schedule of Assumptions Used to Estimate Fair Value of Stock Options (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate, minimum | 1.39% | 2.92% |
Risk-free interest rate, maximum | 2.59% | 2.96% |
Expected volatility, minimum | 70.00% | |
Expected volatility | 72.00% | |
Expected volatility, maximum | 76.00% | |
Expected dividend yield | 0.00% | 0.00% |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term | 3 months 18 days | 5 years 6 months |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term | 6 years 1 month 6 days | 6 years 2 months 12 days |
Common Stock - Summary of Sto_2
Common Stock - Summary of Stock-Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Stock-based compensation | $ 2,300 | $ 606 |
Research and Development | ||
Stock-based compensation | 1,304 | 455 |
General and Administrative Expense | ||
Stock-based compensation | $ 996 | $ 151 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Federal Statutory Income Tax Rate to Company's Effective Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Expected income tax benefit at the federal statutory rate | 21.00% | 21.00% |
State and local taxes, net of federal benefit | 13.10% | 7.90% |
Research and development credit, net | 2.30% | 0.60% |
Non-deductible items | (3.30%) | (16.80%) |
Change in valuation allowance | (33.10%) | (12.70%) |
Total | 0.00% | 0.00% |
Income Taxes - Summary of Princ
Income Taxes - Summary of Principal Components of Company's Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Federal, state and local net operating loss carryforwards | $ 5,688 | $ 1,163 |
License fee deductions | 362 | 328 |
Research and development tax credits | 452 | 69 |
Stock-based compensation deductions | 264 | 17 |
Accrued expenses | 457 | 35 |
Gross deferred tax assets | 7,223 | 1,612 |
Less: valuation allowance | (7,223) | (1,612) |
Deferred tax liabilities: | ||
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Line Items] | ||
Increase in valuation allowance | $ 5,611 | |
Deferred tax assets operating loss carryforwards federal | 17,480 | |
Deferred tax assets operating loss carryforwards state | 19,220 | |
Deferred tax assets operating loss carryforwards local | 10,129 | |
Deferred tax assets, operating loss carryforwards, not subject to expiration | 17,231 | |
Deferred tax assets, operating loss carryforwards, subject to expiration | $ 249 | |
Operating loss carryforwards federal commencement of expiration date | 2037 | |
Operating loss carryforwards state commencement of expiration date | 2037 | |
Operating loss carryforwards local commencement of expiration date | 2039 | |
Research and development tax credits | $ 452 | $ 69 |
Open tax year | 2017 2018 | |
Percentage of eligible tax positions for recognition | 50.00% | |
Federal | ||
Income Tax Disclosure [Line Items] | ||
Research and development tax credits | $ 452 | |
Deferred tax assets tax credit carryforwards commencement of expiration date | 2038 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Voting Common Stock | ||
Basic net loss per share: | ||
Allocation of undistributed losses attributable to common stockholders | $ (17,693) | |
Weighted average number of shares used in basic per share computation | 4,345,530 | |
Net loss per share, basic | $ (4.07) | |
Diluted net loss per share: | ||
Allocation of undistributed losses for basic computation | $ (17,693) | |
Reallocation of undistributed losses as a result of conversion of non-voting to voting common shares | (4,576) | |
Allocation of undistributed losses | $ (22,269) | |
Weighted average number of shares used in basic per share computation | 4,345,530 | |
Add: Conversion of non-voting to voting common shares outstanding | 1,123,861 | |
Weighted average number of shares used in diluted per share computation | 5,469,391 | |
Net loss per share, diluted | $ (4.07) | |
Basic and diluted net loss per share: | ||
Net loss per share, diluted | $ (4.07) | |
Non-voting Common Stock | ||
Basic net loss per share: | ||
Allocation of undistributed losses attributable to common stockholders | $ (4,576) | |
Weighted average number of shares used in basic per share computation | 1,123,861 | |
Net loss per share, basic | $ (4.07) | |
Diluted net loss per share: | ||
Allocation of undistributed losses for basic computation | $ (4,576) | |
Allocation of undistributed losses | $ (4,576) | |
Weighted average number of shares used in basic per share computation | 1,123,861 | |
Weighted average number of shares used in diluted per share computation | 1,123,861 | |
Net loss per share, diluted | $ (4.07) | |
Basic and diluted net loss per share: | ||
Net loss per share, diluted | $ (4.07) | |
Common Stock | ||
Diluted net loss per share: | ||
Net loss per share, diluted | $ (6.87) | |
Basic and diluted net loss per share: | ||
Net loss attributable to common stockholders | $ (12,202) | |
Weighted average number of shares used in basic and diluted per share computation | 1,775,468 | |
Net loss per share, diluted | $ (6.87) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Antidilutive Shares Excluded from 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 shares have been excluded from calculation of diluted net loss per share | 3,518,609 | 15,749,154 |
Convertible Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive shares have been excluded from calculation of diluted net loss per share | 12,393,047 | |
Stock Options to Purchase Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive shares have been excluded from calculation of diluted net loss per share | 2,129,632 | 971,353 |
Non-vested Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive shares have been excluded from calculation of diluted net loss per share | 1,388,977 | 2,384,754 |
401 (k) Savings Plan - Addition
401 (k) Savings Plan - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Contribution Pension And Other Postretirement Plans Disclosure [Abstract] | ||
Defined contribution plan, contribution amount | $ 74 | $ 0 |
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 3.00% | |
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 4.00% |