Cover
Cover | 9 Months Ended |
Sep. 30, 2019 | |
Cover page. | |
Entity Registrant Name | Karuna Therapeutics, Inc. |
Entity Central Index Key | 0001771917 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Document Type | S-1 |
Amendment Flag | false |
Document Period End Date | Sep. 30, 2019 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | |||
Cash and cash equivalents | $ 54,144,000 | $ 8,904,000 | $ 1,942,000 |
Short-term investments | 107,461,000 | 4,983,000 | |
Prepaid expenses and other current assets | 2,323,000 | 1,709,000 | 175,000 |
Total current assets | 163,928,000 | 15,596,000 | 2,117,000 |
Restricted cash | 123,000 | 123,000 | |
Property and equipment, net | 176,000 | 138,000 | 12,000 |
Total assets | 164,227,000 | 15,857,000 | 2,129,000 |
Current liabilities: | |||
Accounts payable | 158,000 | 269,000 | 798,000 |
Accrued expenses | 1,319,000 | 538,000 | 433,000 |
Deferred lease obligation, short term portion | 56,000 | ||
Derivative liability | 0 | 389,000 | 2,606,000 |
Current convertible notes, net of discount | 7,674,000 | ||
Total current liabilities | 1,533,000 | 1,196,000 | 11,511,000 |
Non-current convertible notes, net of discount | 2,516,000 | 3,985,000 | |
Deferred lease obligation, long term portion | 164,000 | 102,000 | |
Total liabilities | 1,697,000 | 3,814,000 | 15,496,000 |
Commitments and Contingencies (Note 11) | |||
Stockholders' equity (deficit): | |||
Preferred stock | |||
Common stock | 2,000 | ||
Additional paid-in capital | 230,216,000 | 1,633,000 | 675,000 |
Accumulated deficit | (67,738,000) | (31,555,000) | (14,043,000) |
Accumulated other comprehensive income | 50,000 | ||
Total stockholders' equity (deficit) | 162,530,000 | (29,922,000) | (13,368,000) |
Total liabilities, redeemable convertible preferred stock and stockholders' equity (deficit) | 164,227,000 | 15,857,000 | 2,129,000 |
Series Seed Redeemable Convertible Preferred Stock | |||
Current liabilities: | |||
Redeemable convertible preferred stock | 0 | 1,000 | $ 1,000 |
Series A Redeemable Convertible Preferred Stock | |||
Current liabilities: | |||
Redeemable convertible preferred stock | $ 0 | $ 41,964,000 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Accounts payable to related party | $ 10 | $ 112 | $ 716 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 10,000,000 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 150,000,000 | 12,337,650 | 7,142,850 |
Common stock, shares issued | 23,412,754 | 12 | 0 |
Common stock, shares outstanding | 23,412,754 | 12 | 0 |
Series Seed Redeemable Convertible Preferred Stock | |||
Temporary Equity, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Temporary Equity, shares authorized | 0 | 4,412,500 | 4,412,500 |
Temporary Equity, shares outstanding | 0 | 4,412,500 | 4,412,500 |
Temporary Equity, liquidation preference | $ 4,412 | $ 4,412 | |
Series A Redeemable Convertible Preferred Stock | |||
Temporary Equity, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Temporary Equity, shares authorized | 0 | 3,126,700 | 0 |
Temporary Equity, shares outstanding | 0 | 3,126,700 | 0 |
Temporary Equity, liquidation preference | $ 42,085 | ||
Series B Redeemable Convertible Preferred Stock | |||
Temporary Equity, par value | $ 0.0001 | $ 0.0001 | |
Temporary Equity, shares authorized | 0 | 0 | |
Temporary Equity, shares outstanding | 0 | 0 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Operating expenses: | ||||||
Research and development | 5,793 | 1,417 | 19,544 | 4,816 | 11,536 | 3,616 |
General and administrative | 4,103 | 1,056 | 16,995 | 1,548 | 2,974 | 1,190 |
Total operating expenses | 9,896 | 2,473 | 36,539 | 6,364 | 14,510 | 4,806 |
Loss from operations | (9,896) | (2,473) | (36,539) | (6,364) | (14,510) | (4,806) |
Other income (expense): | ||||||
Interest income (expense) (Note 4) | 192 | 11 | (396) | (407) | (555) | |
Interest income | 858 | 1,425 | 25 | |||
Accretion of debt discount | (1,324) | (945) | (1,996) | (2,176) | (616) | |
Change in fair value of derivative | (2,633) | (135) | (429) | (444) | (55) | |
Total other income (expense), net | 858 | (3,765) | 356 | (2,821) | (3,002) | (1,226) |
Net loss before income taxes | (9,038) | (6,238) | (36,183) | (9,185) | (17,512) | (6,032) |
Income tax provision | 0 | 0 | 0 | 0 | 0 | 0 |
Net loss attributable to common stockholders | $ (9,038) | $ (6,238) | $ (36,183) | $ (9,185) | $ (17,512) | $ (6,032) |
Net loss per share, basic and diluted (Note 8) | $ (0.39) | $ (1,247,600) | $ (4.67) | $ (4,592,500) | $ (4,378,000) | |
Weighted average common shares outstanding used in computing net loss per share, basic and diluted | 22,907,349 | 5 | 7,755,137 | 2 | 4 |
STATEMENTS OF REDEEMABLE CONVER
STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Series Seed Redeemable Convertible Preferred Stock | Series A Redeemable Convertible Preferred Stock | Series B Redeemable Convertible Preferred Stock |
Temporary Equity, beginning balance at Dec. 31, 2016 | $ 1 | |||||||
Temporary Equity, beginning balance, shares at Dec. 31, 2016 | 4,412,500 | |||||||
Beginning balance at Dec. 31, 2016 | $ (7,551) | $ 461 | $ (8,012) | |||||
Stock-based compensation expense | 215 | 215 | ||||||
Net loss | (6,032) | (6,032) | ||||||
Temporary Equity, ending balance at Dec. 31, 2017 | $ 1 | |||||||
Temporary Equity, ending balance, shares at Dec. 31, 2017 | 4,412,500 | 0 | ||||||
Ending balance at Dec. 31, 2017 | (13,368) | 675 | (14,043) | |||||
Cumulative effect adjustment of the adoption of Accounting Standards Update 2018-07(Note 2) | (1) | 1 | ||||||
Stock-based compensation expense | 128 | 128 | ||||||
Net loss | (2,947) | (2,947) | ||||||
Temporary Equity, ending balance at Jun. 30, 2018 | $ 1 | |||||||
Temporary Equity, ending balance, shares at Jun. 30, 2018 | 4,412,500 | |||||||
Ending balance at Jun. 30, 2018 | (16,187) | 803 | (16,990) | |||||
Temporary Equity, beginning balance at Dec. 31, 2017 | $ 1 | |||||||
Temporary Equity, beginning balance, shares at Dec. 31, 2017 | 4,412,500 | 0 | ||||||
Beginning balance at Dec. 31, 2017 | (13,368) | 675 | (14,043) | |||||
Net loss | (9,185) | |||||||
Temporary Equity, ending balance at Sep. 30, 2018 | $ 1 | $ 41,964 | ||||||
Temporary Equity, ending balance, shares at Sep. 30, 2018 | 4,412,500 | 3,126,700 | ||||||
Ending balance, shares at Sep. 30, 2018 | 12 | |||||||
Temporary Equity, beginning balance at Dec. 31, 2017 | $ 1 | |||||||
Temporary Equity, beginning balance, shares at Dec. 31, 2017 | 4,412,500 | 0 | ||||||
Beginning balance at Dec. 31, 2017 | (13,368) | 675 | (14,043) | |||||
Temporary Equity, Issuance of redeemable convertible preferred stock, net of issuance costs | $ 41,964 | |||||||
Temporary Equity, Issuance of redeemable convertible preferred stock, net of issuance costs, shares | 3,126,700 | |||||||
Stock-based compensation expense | 958 | 958 | ||||||
Exercise of common warrants, shares | 12 | |||||||
Net loss | (17,512) | (17,512) | ||||||
Temporary Equity, ending balance at Dec. 31, 2018 | $ 1 | $ 41,964 | ||||||
Temporary Equity, ending balance, shares at Dec. 31, 2018 | 4,412,500 | 3,126,700 | 0 | |||||
Ending balance at Dec. 31, 2018 | (29,922) | 1,633 | (31,555) | |||||
Ending balance, shares at Dec. 31, 2018 | 12 | |||||||
Temporary Equity, beginning balance at Jun. 30, 2018 | $ 1 | |||||||
Temporary Equity, beginning balance, shares at Jun. 30, 2018 | 4,412,500 | |||||||
Beginning balance at Jun. 30, 2018 | (16,187) | 803 | (16,990) | |||||
Temporary Equity, Issuance of redeemable convertible preferred stock, net of issuance costs | $ 41,964 | |||||||
Temporary Equity, Issuance of redeemable convertible preferred stock, net of issuance costs, shares | 3,126,700 | |||||||
Stock-based compensation expense | 415 | 415 | ||||||
Exercise of common warrants, shares | 12 | |||||||
Net loss | (6,238) | (6,238) | ||||||
Temporary Equity, ending balance at Sep. 30, 2018 | $ 1 | $ 41,964 | ||||||
Temporary Equity, ending balance, shares at Sep. 30, 2018 | 4,412,500 | 3,126,700 | ||||||
Ending balance, shares at Sep. 30, 2018 | 12 | |||||||
Temporary Equity, beginning balance at Dec. 31, 2018 | $ 1 | $ 41,964 | ||||||
Temporary Equity, beginning balance, shares at Dec. 31, 2018 | 4,412,500 | 3,126,700 | 0 | |||||
Beginning balance at Dec. 31, 2018 | (29,922) | 1,633 | (31,555) | |||||
Beginning balance, shares at Dec. 31, 2018 | 12 | |||||||
Temporary Equity, Issuance of redeemable convertible preferred stock, net of issuance costs | $ 81,927 | |||||||
Temporary Equity, Issuance of redeemable convertible preferred stock, net of issuance costs, shares | 5,422,845 | |||||||
Stock-based compensation expense | 9,945 | 9,945 | ||||||
Exercise of common warrants | 58 | 58 | ||||||
Exercise of common warrants, shares | 19,986 | |||||||
Exercise of common options | 4 | 4 | ||||||
Exercise of common options, shares | 38,961 | |||||||
Vesting of restricted stock units | $ 0 | |||||||
Vesting of restricted stock units, shares | 105,163 | |||||||
Other comprehensive income | 71 | $ 71 | ||||||
Net loss | (27,145) | (27,145) | ||||||
Temporary Equity, ending balance at Jun. 30, 2019 | $ 1 | $ 41,964 | $ 81,927 | |||||
Temporary Equity, ending balance, shares at Jun. 30, 2019 | 4,412,500 | 3,126,700 | 5,422,845 | |||||
Ending balance at Jun. 30, 2019 | (46,989) | 11,640 | (58,700) | 71 | ||||
Ending balance, shares at Jun. 30, 2019 | 164,122 | |||||||
Temporary Equity, beginning balance at Dec. 31, 2018 | $ 1 | $ 41,964 | ||||||
Temporary Equity, beginning balance, shares at Dec. 31, 2018 | 4,412,500 | 3,126,700 | 0 | |||||
Beginning balance at Dec. 31, 2018 | $ (29,922) | 1,633 | (31,555) | |||||
Beginning balance, shares at Dec. 31, 2018 | 12 | |||||||
Exercise of common options, shares | 38,961 | |||||||
Net loss | $ (36,183) | |||||||
Temporary Equity, ending balance at Sep. 30, 2019 | $ 0 | $ 0 | $ 0 | |||||
Temporary Equity, ending balance, shares at Sep. 30, 2019 | 0 | 0 | 0 | |||||
Ending balance at Sep. 30, 2019 | 162,530 | $ 2 | 230,216 | (67,738) | 50 | |||
Ending balance, shares at Sep. 30, 2019 | 23,412,754 | |||||||
Temporary Equity, beginning balance at Jun. 30, 2019 | $ 1 | $ 41,964 | $ 81,927 | |||||
Temporary Equity, beginning balance, shares at Jun. 30, 2019 | 4,412,500 | 3,126,700 | 5,422,845 | |||||
Beginning balance at Jun. 30, 2019 | (46,989) | 11,640 | (58,700) | 71 | ||||
Beginning balance, shares at Jun. 30, 2019 | 164,122 | |||||||
Issuance of common stock upon initial public offering | 93,044 | $ 1 | 93,043 | |||||
Issuance of common stock upon initial public offering, shares | 6,414,842 | |||||||
Temporary Equity, Automatic conversion of preferred stock | $ (1) | $ (41,964) | $ (81,927) | |||||
Temporary Equity, Automatic conversion of preferred stock, shares | (4,412,500) | (3,126,700) | (5,422,845) | |||||
Automatic conversion of preferred stock | 123,892 | $ 1 | 123,891 | |||||
Automatic conversion of preferred stock, shares | 16,833,790 | |||||||
Stock-based compensation expense | 1,642 | 1,642 | ||||||
Other comprehensive income | (21) | (21) | ||||||
Net loss | (9,038) | (9,038) | ||||||
Temporary Equity, ending balance at Sep. 30, 2019 | $ 0 | $ 0 | $ 0 | |||||
Temporary Equity, ending balance, shares at Sep. 30, 2019 | 0 | 0 | 0 | |||||
Ending balance at Sep. 30, 2019 | $ 162,530 | $ 2 | $ 230,216 | $ (67,738) | $ 50 | |||
Ending balance, shares at Sep. 30, 2019 | 23,412,754 |
STATEMENTS OF REDEEMABLE CONV_2
STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | |
Underwriting discounts and commissions | $ 7,200 | |||
Offering cost | $ 2,400 | |||
Series A Redeemable Convertible Preferred Stock | ||||
Issuance of redeemable convertible preferred stock, net of issuance costs | $ 121 | $ 120 | ||
Series B Redeemable Convertible Preferred Stock | ||||
Issuance of redeemable convertible preferred stock, net of issuance costs | $ 175 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities | |||||
Net loss | $ (36,183) | $ (9,185) | $ (17,512) | $ (6,032) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Stock-based compensation expense | 11,587 | 517 | 958 | 215 | |
Accretion of debt discount | $ 1,324 | 945 | 1,996 | 2,176 | 616 |
Non-cash interest income | (787) | ||||
Change in fair value of derivative liability | 2,633 | 135 | 429 | 444 | 55 |
Depreciation and amortization expense | 37 | 2 | 6 | 1 | |
Non-cash interest (income) expense | (192) | (11) | 396 | 407 | 555 |
Warrant expense | 26 | ||||
Changes in operating assets and liabilities: | |||||
Accrued expenses | 781 | (16) | 105 | 192 | |
Prepaid expenses and other current assets | (614) | (2,076) | (1,534) | (166) | |
Deferred lease obligation | 118 | 102 | |||
Accounts payable | (111) | (602) | (529) | 537 | |
Net cash used in operating activities | (24,103) | (8,513) | (15,377) | (4,027) | |
Cash flows from investing activities | |||||
Purchase of short-term investments | (131,641) | (4,983) | |||
Maturities of short-term investments | 30,000 | ||||
Acquisition of property and equipment | (75) | (132) | (13) | ||
Net cash used in investing activities | (101,716) | (5,115) | (13) | ||
Cash flows from financing activities | |||||
Proceeds from initial public offering | 95,453 | ||||
Payment of initial public offering costs | (2,409) | ||||
Proceeds from issuance of convertible notes | 3,128 | 9,000 | 11,700 | 4,250 | |
Proceeds from exercise of warrant | 58 | ||||
Proceeds from exercise of stock options | 4 | ||||
Net cash provided by financing activities | 171,059 | 24,877 | 27,577 | 4,250 | |
Net increase in cash, cash equivalents and restricted cash | 45,240 | 16,364 | 7,085 | 210 | |
Cash, cash equivalents and restricted cash at beginning of period | 9,027 | 1,942 | 1,942 | 1,732 | |
Cash, cash equivalents and restricted cash at end of period | $ 18,306 | 54,267 | 18,306 | 9,027 | $ 1,942 |
Supplemental disclosures of cash flows information | |||||
Conversion of redeemable convertible preferred stock into common stock | 123,892 | ||||
Conversion of convertible notes, accrued interest and discount upon conversion to preferred stock | 7,102 | 26,087 | 26,087 | ||
Series A Redeemable Convertible Preferred Stock | |||||
Cash flows from financing activities | |||||
Proceeds from issuance of redeemable convertible preferred stock, net of issuance cost | $ 15,877 | $ 15,877 | |||
Series B Redeemable Convertible Preferred Stock | |||||
Cash flows from financing activities | |||||
Proceeds from issuance of redeemable convertible preferred stock, net of issuance cost | $ 74,825 |
STATEMENTS OF COMPREHENSIVE LOS
STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (9,038) | $ (6,238) | $ (36,183) | $ (9,185) |
Other comprehensive income (loss): | ||||
Unrealized (losses) gains on short-term investments | (21) | 50 | ||
Comprehensive loss | $ (9,059) | $ (6,238) | $ (36,133) | $ (9,185) |
STATEMENTS OF CASH FLOWS (Paren
STATEMENTS OF CASH FLOWS (Parenthetical) $ in Millions | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Statement of Cash Flows [Abstract] | |
Initial public offering, underwriting discounts and commissions | $ 7.2 |
Nature of the Business
Nature of the Business | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Nature of the Business | Note 1. Nature of the Business Karuna Therapeutics, Inc. (the “Company”) was incorporated under the laws of the State of Delaware in July 2009 as Karuna Pharmaceuticals, Inc. and is headquartered in Boston, Massachusetts. In March 2019, the Company changed its name to Karuna Therapeutics, Inc. The Company is focused on the development of novel therapies to address disabling neuropsychiatric conditions characterized by significant unmet medical need. Since the Company’s inception, it has focused substantially all of its efforts and financial resources on organizing and staffing the Company, acquiring and developing its technology, raising capital, building its intellectual property portfolio, undertaking preclinical studies and clinical trials and providing general and administrative support for these activities. The Company has not generated any product revenue related to its primary business purpose to date and is subject to a number of risks similar to those of other early stage companies, including dependence on key individuals, regulatory approval of products, uncertainty of market acceptance of products, competition from substitute products and larger companies, compliance with government regulations, protection of proprietary technology, dependence on third parties, product liability and the need to obtain adequate additional financing to fund the development of its product candidates. Forward Stock Split On June 14, 2019, the Company effected a one-for-1.2987 Initial Public Offering On June 27, 2019, the Company’s registration statement on Form S-1 Liquidity The Company’s financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities in the ordinary course of business. The Company experienced negative operating cash flows of $24.1 million for the nine months ended September 30, 2019 and had an accumulated deficit of $67.7 million as of September 30, 2019. The Company expects to continue to generate operating losses for the foreseeable future. The Company expects that its cash and cash equivalents and short-term investments of $161.6 million as of September 30, 2019 will be sufficient to fund its operating expenses and capital expenditure requirements through at least 12 months from the date of issuance of these financial statements. The future viability of the Company beyond that point is dependent on its ability to raise additional capital to fund its operations. If the Company is unable to obtain funding, the Company could be forced to delay, reduce or eliminate some or all of its research and development programs, product portfolio expansion or commercialization efforts, which could adversely affect its business prospects, or the Company may be unable to continue operations. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all. | Note 1. Nature of the Business Karuna Therapeutics, Inc. (the “Company,”) was incorporated under the laws of the State of Delaware in July 2009 as Karuna Pharmaceuticals, Inc. and is headquartered in Boston, Massachusetts. In March 2019, the Company changed its name to Karuna Therapeutics, Inc. The Company is focused on the development of novel therapies to address disabling neuropsychiatric conditions characterized by significant unmet medical need. Since the Company’s inception, it has focused substantially all of its efforts and financial resources on organizing and staffing the company, acquiring and developing its technology, raising capital, building its intellectual property portfolio, undertaking preclinical studies and clinical trials and providing general and administrative support for these activities. The Company has not generated any product revenue related to its primary business purpose to date and is subject to a number of risks similar to those of other early stage companies, including dependence on key individuals, regulatory approval of products, uncertainty of market acceptance of products, competition from substitute products and larger companies, compliance with government regulations, protection of proprietary technology, dependence on third parties, product liability and the need to obtain adequate additional financing to fund the development of its product candidates. Liquidity The Company’s financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities in the ordinary course of business. The Company experienced negative operating cash flows of $15.4 million for the year ended December 31, 2018 and had an accumulated deficit of $31.6 million as of December 31, 2018. The Company expects to continue to generate operating losses for the foreseeable future. In March 2019, the Company issued 5,285,102 shares of Series B redeemable convertible preferred stock (the “Series B Preferred Stock”) (see Note 16). This included $75.0 million in gross proceeds (4,953,758 shares) and $5.0 million (331,344 shares) from the conversion of the debt outstanding at the time of the closing which had a principal value of $4.3 million. As of June 14, 2019, the issuance date of the financial statements for the year ended December 31, 2018, the Company expects that the proceeds from the sale of Series B Preferred Stock in March 2019, together with its cash, cash equivalents and short-term investments of $13.9 million as of December 31, 2018, will be sufficient to fund its operating expenses and capital expenditure requirements through at least 12 months from the date of issuance of these financial statements. The future viability of the Company beyond that point is dependent on its ability to raise additional capital to fund its operations. The Company is seeking to complete an initial public offering (“IPO”) of its common stock. Upon the closing of a qualified IPO (as defined in the Company’s Certificate of Incorporation, as amended and restated) on specified terms, all of the Company’s outstanding redeemable convertible preferred stock will automatically convert into shares of common stock (see Note 6). In the event the Company does not complete an IPO, the Company expects to seek additional funding through private equity financings, debt financings, or other capital sources, including collaborations with other companies, or other strategic transactions. The Company may not be able to obtain funding on acceptable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. If the Company is unable to obtain funding, the Company could be forced to delay, reduce or eliminate some or all of its research and development programs, product portfolio expansion or commercialization efforts, which could adversely affect its business prospects, or the Company may be unable to continue operations. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Use of Estimates The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) of the Financial Accounting Standards Board (“FASB”). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, the accrual for research and development expenses, the valuation of stock-based awards and prior to the IPO, the valuation of common stock, and derivative liabilities. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates. Unaudited Interim Financial Information The accompanying balance sheet as of September 30, 2019, the statements of operations, comprehensive loss, and cash flows for the three and nine months ended September 30, 2019 and 2018, and the statements of redeemable convertible preferred stock and stockholders’ equity (deficit) for the three and nine months ended September 30, 2019 and 2018 are unaudited. The unaudited interim financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of September 30, 2019 and the results of its operations and its cash flows for the three and nine months ended September 30, 2019 and 2018. Certain information and footnote disclosures typically included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Accordingly, these unaudited interim financial statements should be read in conjunction with the Company’s financial statements as of and for the year ended December 31, 2018, which are included in the Company’s prospectus related to the Company’s IPO, filed June 28, 2019 (File No. 333-231863) Cash and Cash Equivalents The Company considers all short-term, highly liquid investments with original maturities of 90 days or less at acquisition date to be cash equivalents. Short-term Investments The Company’s short-term investments are classified as available-for-sale and are Concentration of Manufacturing Risk The Company is dependent on third-party manufacturers to supply products for research and development activities in its programs. In particular, the Company relies and expects to continue to rely on a small number of manufacturers to supply it with its requirements for the active pharmaceutical ingredients and formulated drugs related to these programs. These programs could be adversely affected by a significant interruption in the supply of active pharmaceutical ingredients and formulated drugs. Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity additional paid-in capital an in-process equity paid-in Fair Value of Financial Instruments The Company’s financial instruments consist of cash equivalents, short-term investments, prepaid expenses, interest receivable, accounts payable, accrued expenses, convertible notes and derivatives embedded within the convertible notes. The carrying amount of prepaid expenses, interest receivable, accounts payable and accrued expenses are considered a reasonable estimate of their fair value, due to the short-term maturity of these instruments. The Company’s cash equivalents, short-term investments, convertible notes, and derivative liabilities are carried at fair value, determined according to the fair value hierarchy described below (see Note 10). The Company follows the guidance in FASB ASC 820, Fair Value Measurements and Disclosures Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2: Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3: Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2 or Level 2 to Level 3. Convertible Notes and Derivative Liabilities In connection with the issuance of the Wellcome Trust Convertible Notes and the Convertible Notes (see Note 4), the Company had identified embedded derivatives, which were recorded as liabilities on the Company’s balance sheets and were remeasured to fair value at each reporting date until the derivative was settled. Changes in the fair value of the derivative liabilities are recognized as change in fair value of derivative in the statements of operations. The fair value of the derivative liabilities were determined at each period end using a with and without method, which assesses the likelihood and timing of events that would result in either a conversion or change-of-control Upon issuance of the notes, each note was recorded at cost, net of the derivative liability. The discount on each note was amortized as interest expense to the date such note was expected to convert using the effective interest rate method and is reflected in the statements of operations as accretion of debt discount. The Company classified its derivative liabilities in the balance sheet as current or non-current based Redeemable Convertible Preferred Stock Prior to the IPO, the Company recorded all shares of redeemable convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs. The redeemable convertible preferred stock was recorded outside of permanent equity because upon the occurrence of certain deemed liquidation events, the majority of the holders could opt to redeem the shares at the liquidation preference and these events, including a merger, acquisition or sale of substantially all of the assets, was considered not solely within the Company’s control. Prior to the IPO, the Company had not adjusted the carrying values of the redeemable convertible preferred stock to its redemption value because it was uncertain whether or when a deemed liquidation event would occur. Upon closing of the IPO, all 12,962,045 shares of the Company’s redeemable convertible preferred stock then outstanding converted into an aggregate of 16,833,790 shares of common stock. Leases Leases are classified at their inception as either operating or capital leases based on the economic substance of the agreement. The Company recognizes rent expense for its operating leases, inclusive of rent escalation provisions and rent holidays, on a straight-line basis over the respective lease term. Additionally, the Company recognizes tenant improvement allowances under the operating leases as a deferred lease obligation and amortizes the tenant improvement allowances as a reduction to rent expense on a straight-line basis over the respective lease term. At September 30, 2019 and December 31, 2018, no capital leases were recorded in the balance sheets. Research and Development Costs Research and development costs are expensed as incurred. Research and development costs include salaries and bonuses, stock compensation, employee benefits, consulting costs and external contract research and development and manufacturing expenses. Upfront payments and milestone payments made for the licensing of technology are expensed as research and development in the period in which they are incurred. Advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed. Research Contract Costs and Accruals The Company accrues for estimated costs of research and development activities conducted by third-party service providers, which include the conduct of preclinical studies and clinical trials, 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 liabilities in the balance sheets and within research and development expense in the statements of operations. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the research studies or clinical trials and manufacturing activities, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates may be made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs. Stock-Based Compensation The Company measures all stock options and other stock-based awards based on the date of the grant and recognizes compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective award. The Company has mainly issued stock options with service-based vesting conditions and records the expense for these awards using the straight-line method. The Company has also issued stock options with performance-based vesting conditions and records the expense for these awards at the time that the achievement of the performance becomes highly probable or complete. The Company recognizes adjustments to stock-based compensation expense for forfeitures as they occur. The Company classifies stock-based compensation expense in its statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipients’ service payments are classified. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company historically has been a private company and lacked company-specific historical and implied volatility information. Therefore, it estimated its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to do so until such time as it has adequate historical data regarding the volatility of its own publicly traded stock price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The fair value for each restricted common stock award is estimated on the date of grant based on the fair value of the Company’s common stock on that same date. Net Loss Per Share In July 2019, upon closing of the IPO, all outstanding shares of the Company’s redeemable convertible preferred stock automatically converted to common stock. Prior to this conversion, the Company followed the two-class method The two-class method The two-class Basic net income (loss) per share attributable to common stockholders is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) attributable to common stockholders is computed by adjusting income (loss) attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities, including outstanding stock options. Diluted net income (loss) per share attributable to common stockholders is computed by dividing the diluted net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of outstanding stock options. Prior to the IPO, the Company’s outstanding redeemable convertible preferred stock contractually entitled the holders of such shares to participate in distributions but contractually did not require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Comprehensive Income (Loss) Comprehensive income (loss) includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. For the three and nine months ended September 30, 2019, the Company’s only element of other comprehensive income (loss) was unrealized gains and losses on short-term investments. Recently Adopted Accounting Pronouncements In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers ASU 2016-12, which In June 2018, the FASB issued Accounting Standards Update 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), which ASU 2018-07 specifies ASU 2018-07 also ASU 2018-07 is ASU 2018-07, using that non-employees who ASU 2018-07 more to non-employees as In August 2016, the FASB issued ASU No. 2016-15, Statement of zero-coupon debt In November 2016, the FASB issued ASU 2016-18, Restricted Cash In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation Scope of Modification Accounting (“ASU 2017-09”). This ASU 2017-09 provides ASU No. 2017-09, using ASU 2017-09 was Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 a right-of-use asset For non-public ASU 2016-02 will In August 2018, the FASB issued ASU No. 2018-13, 2018-13”). 2018-13 2018-13 No. 2018-13 | Note 2. Summary of Significant Accounting Policies Basis of Presentation and Use of Estimates The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) of the Financial Accounting Standards Board (“FASB”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, the accrual of research and development expenses, and the valuation of common stock, stock-based awards and liabilities associated with financial instruments and derivatives. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Actual results could differ from the Company’s estimates. Segments The Company operates and manages its business as one reportable and operating segment, which is the business of research and development of therapies utilizing muscarinic cholinergic receptors to treat psychosis and cognitive impairment in numerous central nervous system disorders. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance. All of the Company’s tangible assets are held in the United States. Cash and Cash Equivalents The Company considers all short-term, highly liquid investments with original maturities of 90 days or less at acquisition date to be cash equivalents. Short-term Investments The Company’s short-term investments are classified as available-for-sale and Concentration of Credit Risk Cash, cash equivalents and short-term investments are the primary source of potential exposure for the Company to concentrations of credit risk. Periodically, the Company maintains deposits in financial institutions in excess of government insured limits. The Company deposits its cash in financial institutions that it believes have high quality and has not experienced any losses on such accounts and does not believe it is exposed to any significant credit risk on cash. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. Concentration of Manufacturing Risk The Company is dependent on third-party manufacturers to supply products for research and development activities in its programs. In particular, the Company relies and expects to continue to rely on a small number of manufacturers to supply it with its requirements for the active pharmaceutical ingredients and formulated drugs related to these programs. These programs could be adversely affected by a significant interruption in the supply of active pharmaceutical ingredients and formulated drugs. Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process paid-in in-process Fair Value of Financial Instruments The Company’s financial instruments consist of cash equivalents, short-term investments, accounts payable, accrued expenses, convertible notes and derivatives embedded within the convertible notes. The carrying amount of accounts payable and accrued expenses are considered a reasonable estimate of their fair value, due to the short-term maturity of these instruments. The Company’s cash equivalents, short-term investments and derivative liabilities are carried at fair value, determined according to the fair value hierarchy described below (see Note 10). The Company follows the guidance in FASB ASC 820, Fair Value Measurements and Disclosures Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2: Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3: Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2 or Level 2 to Level 3. Convertible Notes and Derivative Liabilities In connection with the issuance of the Wellcome Trust Convertible Notes and the Convertible Notes (see Note 5), the Company has identified embedded derivatives, which are recorded as liabilities on the Company’s balance sheets and are remeasured to fair value at each reporting date until the derivative is settled. Changes in the fair value of the derivative liabilities are recognized as change in fair value of derivative in the statements of operations. The fair value of the derivative liabilities are determined at each period end using a with and without method, which assesses the likelihood and timing of events that would result in either a conversion or change-of-control Upon issuance of the notes, each note was recorded at cost, net of the derivative liability. The discount on each note is amortized as interest expense to the date such note is expected to convert using the effective interest rate method and is reflected in the statements of operations as accretion of debt discount. The Company classifies its derivative liabilities in the balance sheet as current or non-current Redeemable Convertible Preferred Stock The Company records all shares of redeemable convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs. The redeemable convertible preferred stock is recorded outside of permanent equity because upon the occurrence of certain deemed liquidation events, the majority of the holders can opt to redeem the shares at the liquidation preference and these events, including a merger, acquisition or sale of substantially all of the assets, are considered not solely within the Company’s control. The Company has not adjusted the carrying values of the redeemable convertible preferred stock to its redemption value because it is uncertain whether or when a deemed liquidation event would occur. If a deemed liquidation event becomes probable, the carrying value will be adjusted to the redemption value at that time. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets: Estimated Useful Life Laboratory equipment 5 years Computer equipment 3-5 Leasehold improvements Shorter of life of lease or estimated useful life Depreciation methods, useful lives and residual values are reviewed at least annually and adjusted, if appropriate. Impairment of Long-lived Assets Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. To date, the Company has not recorded any impairment losses on long-lived assets. Leases Leases are classified at their inception as either operating or capital leases based on the economic substance of the agreement. The Company recognizes rent expense for its operating leases, inclusive of rent escalation provisions and rent holidays, on a straight-line basis over the respective lease term. Additionally, the Company recognizes tenant improvement allowances under the operating leases as a deferred lease obligation and amortizes the tenant improvement allowances as a reduction to rent expense on a straight-line basis over the respective lease term. At December 31, 2017 and 2018, no capital leases were recorded in the balance sheets. Research and Development Costs Research and development costs are expensed as incurred. Research and development costs include salaries and bonuses, stock compensation, employee benefits, consulting costs and external contract research and development and manufacturing expenses. Upfront payments and milestone payments made for the licensing of technology are expensed as research and development in the period in which they are incurred. Advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed. Research Contract Costs and Accruals The Company accrues for estimated costs of research and development activities conducted by third-party service providers, which include the conduct of preclinical studies and clinical trials, 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 liabilities in the balance sheets and within research and development expense in the statements of operations. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the research studies or clinical trials and manufacturing activities, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates may be made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs. Patent Costs All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses. Stock-Based Compensation The Company measures all stock options and other stock-based awards based on the fair value on the date of the grant using the Black-Scholes option-pricing model and recognizes compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective award. The Company has mainly issued stock options with service-based vesting conditions and records the expense for these awards using the straight-line method. The Company has also issued stock options with performance-based vesting conditions and records the expense for these awards at the time that the achievement of the performance becomes highly probable or complete. The Company classifies stock-based compensation expense in its statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipients’ service payments are classified. The Company recognizes adjustments to stock-based compensation expense for forfeitures as they occur. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company historically has been a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. Determination of Fair Value of Common Stock on Grant Dates As there has been no public market for the Company’s equity instruments to date, the estimated fair value of the Company’s common stock has been determined by the board of directors as of the grant date, with input from management, considering the Company’s most recently available third-party valuations of common stock and the board of directors’ assessment of additional objective and subjective factors that it believed were relevant and which may have changed from the date of the most recent valuation through the date of the grant. These third-party valuations were performed in accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation present-day Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by the relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the positions sustainability and is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. At each balance sheet date, unresolved uncertain tax positions must be reassessed, and the Company will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the amount of the recognized benefit is still appropriate. The recognition and measurement of tax benefits requires significant judgment. Judgments concerning the recognition and measurement of a tax benefit might change as new information becomes available. Net Loss Per Share The Company follows the two-class two-class two-class Basic net income (loss) per share attributable to common stockholders is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) attributable to common stockholders is computed by adjusting income (loss) attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities, including outstanding stock options. Diluted net income (loss) per share attributable to common stockholders is computed by dividing the diluted net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of outstanding stock options. The Company’s outstanding redeemable convertible preferred stock contractually entitle the holders of such shares to participate in distributions but contractually does not require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the years ended December 31, 2017 and 2018. Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. There was no difference between net loss and comprehensive loss for the years ended December 31, 2017 and 2018. Recently Adopted Accounting Pronouncements In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern 2014-15”). 2014-15 2014-15 2014-15 In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers 2016-12, In June 2018, the FASB issued Accounting Standards Update 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting 2018-07”), 2018-07 2018-07 2018-07 2018-07, non-employees 2018-07 non-employees In March 2016, FASB issued ASU 2016-09, Stock Compensation—Improvements to Employee Share-Based Payment Accounting 2016-09”). 2016-09 In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows : Classification of Certain Cash Receipts and Cash Payments zero-coupon In November 2016, the FASB issued ASU 2016-18, Restricted Cash In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation Scope of Modification Accounting 2017-09”). 2017-09 2017-09, 2017-09 Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, 2016-02”). 2016-02 right-of-use non-public 2016-02 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 3. Property and Equipment, Net Property and equipment, net, consisted of the following (in thousands): December 31, 2017 2018 Laboratory equipment $ 5 $ 31 Computer equipment 8 8 Leasehold improvements - 106 Total property and equipment 13 145 Less: accumulated depreciation (1 ) (7 ) Property and equipment, net $ 12 $ 138 Depreciation expense was less than $0.1 million for the years ended December 31, 2017 and 2018. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets and Accrued Expenses | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Prepaid Expenses And Other Current Assets And Accrued Expenses [Abstract] | ||
Prepaid Expenses and Other Current Assets and Accrued Expenses | Note 3. Prepaid Expenses and Other Current Assets and Accrued Expenses Prepaid expenses and other current assets consisted of the following (in thousands): September 30, 2019 December 31, 2018 Prepaid insurance $ 1,741 $ 23 Prepaid research and development expenses 359 1,686 Other 223 - Total prepaid expenses and other current assets $ 2,323 $ 1,709 Accrued expenses consisted of the following (in thousands): September 30, 2019 December 31, 2018 Accrued payroll and related expenses $ 839 $ 311 Accrued research and development expenses 198 100 Professional fees 229 75 Other 53 52 Total accrued expenses $ 1,319 $ 538 | Note 4. Prepaid Expenses and Other Current Assets and Accrued Expenses Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2017 2018 Prepaid research and development expenses $ 167 $ 1,686 Other 8 23 Total prepaid expenses and other current assets $ 175 $ 1,709 Accrued expenses consisted of the following (in thousands): December 31, 2017 2018 Accrued payroll and related expenses $ 143 $ 311 Accrued research and development expenses 119 100 Professional fees 133 75 Other 38 52 Total accrued expenses $ 433 $ 538 |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Convertible Debt Disclosure [Abstract] | ||
Convertible Notes Payable | Note 4. Convertible Notes Payable Wellcome Trust Convertible Notes In June 2018, the Company entered into a second Company Funding Agreement with The Wellcome Trust, LLC (“Wellcome Trust”) to receive up to $8.0 million in gross proceeds from the issuance of a convertible note (the “2018 Convertible Note”). The Company received $2.0 million of proceeds in July 2018, $2.7 million in November 2018, $1.6 million in March 2019, and $1.6 million in April 2019. The Company is eligible to receive up to an aggregate of approximately $0.1 million in future funding under the terms of the 2018 Wellcome Funding Agreement, which would be payable by Wellcome Trust at the Company’s option upon the achievement of a specified clinical milestone. The 2018 Convertible Note has a stated interest rate of 2% per annum above the three-month Dollar LIBOR rate, which is not payable until settlement of the principal. The note is subject to redemption upon written demand by Wellcome Trust any time after the fifth anniversary of the effective date, resulting in their classification as long-term liabilities as of December 31, 2018. The principal due under the 2018 Convertible Note converts into the class of the Company’s stock issued in the Company’s next qualified financing or upon event of default at a discounted conversion price between 0% and 25% of the purchase price per share of such securities issued. The accrued interest in such a circumstance would be forgiven. At inception, the Company concluded that the 2018 Convertible Note contained a conversion option at a significant discount that was deemed to be an embedded derivative, which is required to be bifurcated and accounted for separately from the debt host. There were no debt issuance costs associated with the 2018 Convertible Note. The Company recognized the following changes in the debt related to the 2018 Convertible Note during the year ended December 31, 2018 as well as the three and nine months ended September 30, 2019 and 2018 (in thousands): Financial statement impacted Balance, December 31, 2017 $ 3,985 Accretion to settlement value 28 Statement of operations Accrued interest 83 Statement of operations Balance, June 30, 2018 4,096 Issuance of 2018 Convertible Note 2,000 Balance sheet Accretion to settlement value 23 Statement of operations Accrued interest 19 Statement of operations Interest forgiven upon conversion (289 ) Statement of operations Conversion of Wellcome Trust Convertible Notes to redeemable convertible preferred stock (5,849 ) Balance sheet Balance, September 30, 2018 - Issuance of 2018 Convertible Note 2,700 Balance sheet Allocation of proceeds to derivative liability (375 ) Balance sheet Accretion to settlement value 180 Statement of operations Accrued interest 11 Statement of operations Balance, December 31, 2018 2,516 Issuance of 2018 Convertible Note 3,128 Balance sheet Allocation of proceeds to derivative liability (750 ) Balance sheet Accretion to settlement value 945 Statement of operations Accrued interest 29 Statement of operations Interest forgiven upon conversion (40 ) Statement of operations Conversion of Wellcome Trust Convertible Notes to redeemable convertible preferred stock (5,828 ) Balance sheet Balance, June 30, 2019 $ - There was no balance outstanding related to the 2018 Convertible Note as of September 30, 2019. Convertible Notes Since inception, the Company has issued $14.0 million of convertible notes (the “Convertible Notes”), of which $13.5 million was issued to PureTech Health LLC (“PureTech Health”), a related party (see Note 12). There were no debt issuance costs associated with the Convertible Notes. The Company concluded that the Convertible Notes contained a conversion option at a significant premium that was deemed to be an embedded derivative, which is required to be bifurcated and accounted for separately from the debt host. In August 2018, the then outstanding Convertible Notes were converted to Series A Preferred Stock. The Company recognized the following changes in the debt related to the Convertible Notes during the three and nine months ended September 30, 2018 (in thousands): Financial statement impacted Balance, December 31, 2017 $ 7,674 Issuance of new notes 7,000 Balance sheet Allocation of proceeds to derivative liability (1,418 ) Balance sheet Accretion to settlement value 644 Statement of operations Accrued interest 505 Statement of operations Balance, June 30, 2018 14,405 Accretion to settlement value 1,301 Statement of operations Accrued interest 125 Statement of operations Interest forgiven upon conversion (47 ) Statement of operations Conversion of Convertible Notes to redeemable convertible preferred stock (15,784 ) Balance sheet Balance, September 30, 2018 - There were no Convertible Notes outstanding as of December 31, 2018 or issued during the nine months ended September 30, 2019. | Note 5. Convertible Notes Payable Wellcome Trust Convertible Notes On July 31, 2015, the Company entered into a Company Funding Agreement (the “Funding Agreement”) with The Wellcome Trust Limited (“Wellcome Trust”), a related party, under which the Company was eligible to receive up to $3.8 million in gross proceeds from the issuance of a convertible note (the “2015 Convertible Note”). As of December 31, 2017, the Company had received the full $3.8 million under the Funding Agreement. In June 2018, the Company entered into a second Company Funding Agreement with Wellcome Trust to receive up to $8.0 million in gross proceeds from the issuance of a convertible note (the “2018 Convertible Note”). The Company received $2.0 million of proceeds in July 2018 and another $2.7 million in November 2018. The 2015 Convertible Note and 2018 Convertible Note are together referred to as the Wellcome Trust Notes. The Wellcome Trust Notes have a stated interest rate of 2% per annum above the three-month Dollar LIBOR rate, which is not payable until settlement of the principal. The notes are subject to redemption upon written demand by Wellcome Trust any time after the fifth anniversary of the effective date, resulting in their classification as long-term liabilities as of December 31, 2017 and 2018. The principal due under the Wellcome Trust Notes converts into the class of the Company’s stock issued in the Company’s next qualified financing or upon event of default at a discounted conversion price between 0% and 25% of the purchase price per share of such securities issued. The accrued interest in such a circumstance would be forgiven. At inception, the Company concluded that the Wellcome Trust Notes contain a conversion option at a significant discount that was deemed to be an embedded derivative, which is required to be bifurcated and accounted for separately from the debt host. Upon issuance of the 2015 Convertible Note, the Company allocated a total of $0.5 million to the derivative as a debt discount, which was accreted through the conversion date of the note. The derivative associated with the issuance of the 2018 Convertible Note in July 2018 was assigned no value, as there was no discount recognized on conversion in connection with the closing of the Series A Preferred Stock financing. In August 2018, all outstanding principal under the Wellcome Trust Notes was converted into Series A Preferred Stock. In November 2018, the Company received an additional $2.7 million under the 2018 Convertible Note, $0.4 million of which was allocated to the derivative as a debt discount, which is being accreted to the expected conversion date of the note. There were no debt issuance costs associated with the Wellcome Trust Notes. The Company recognized the following changes in the debt related to the Wellcome Trust Notes during the years ended December 31, 2017 and 2018 (in thousands): Financial statement impacted Balance, December 31, 2016 $ 3,331 Issuance of 2015 Convertible Note 404 Balance sheets Allocation of proceeds to derivative liability (71 ) Balance sheets Accretion to settlement value 197 Statements of operations Accrued interest 124 Statements of operations Balance, December 31, 2017 3,985 Issuance of 2018 Convertible Note 2,000 Balance sheets Accretion to settlement value 51 Statements of operations Accrued interest 102 Statements of operations Interest forgiven upon conversion (289 ) Statements of operations Conversion of Wellcome Trust notes to Series A redeemable convertible preferred stock (5,849 ) Balance sheets Balance, August 1, 2018 (date of conversion) - Issuance of 2018 Convertible Note 2,700 Balance sheets Allocation of proceeds to derivative liability (375 ) Balance sheets Accretion to settlement value 180 Statements of operations Accrued interest 11 Statements of operations Balance, December 31, 2018 $ 2,516 Convertible Notes From 2011 through 2016, the Company issued convertible notes with principal totaling $3.1 million (the “Convertible Notes”). Of this aggregate principal amount, $2.6 million of the Convertible Notes were issued to PureTech Health LLC (“PureTech Health”), a related party (see Note 13). During the years ended December 31, 2017 and 2018, the Company issued Convertible Notes to PureTech Health with principal totaling $3.8 million and $7.0 million, respectively. There were no debt issuance costs associated with the Convertible Notes. The Convertible Notes have a stated interest rate of 10% per annum which is not payable until the settlement of the principal. The notes mature upon written demand by the majority note holders. In the event of a default, the interest rate is 15% per annum. Principal and unpaid interest due under the notes convert on demand of a majority of note holders into the class of the Company’s stock issued in the Company’s next qualified financing at a conversion price between 0% to 25% discount off of the purchase price per share of such securities issued. Given that the convertible notes mature upon written demand by the majority note holders, they are classified as current liabilities in the balance sheet as of December 31, 2017. The Company concluded that the Convertible Notes contained a conversion option at a significant premium that was deemed to be an embedded derivative, which is required to be bifurcated and accounted for separately from the debt host. In August 2018, the outstanding Convertible Notes were converted to Series A Preferred Stock. The Company recognized the following changes in the debt related to the Convertible Notes during the years ended December 31, 2017 and 2018 (in thousands): Financial statement impacted Balance, December 31, 2016 $ 3,903 Issuance of new notes 3,846 Balance sheets Allocation of proceeds to derivative liability (925 ) Balance sheets Accretion to settlement value 419 Statements of operations Accrued interest 431 Statements of operations Balance, December 31, 2017 7,674 Issuance of new notes 7,000 Balance sheets Allocation of proceeds to derivative liability (1,418 ) Balance sheets Accretion to settlement value 1,945 Statements of operations Accrued interest 630 Statements of operations Interest forgiven upon conversion (47 ) Statements of operations Conversion of Convertible Notes to Series A redeemable convertible preferred stock (15,784 ) Balance sheets Balance, December 31, 2018 $ - |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Temporary Equity Disclosure Abstract | ||
Redeemable Convertible Preferred Stock | Note 5. Redeemable Convertible Preferred Stock Series Seed Redeemable Convertible Preferred Stock Between 2009 and 2011, the Company authorized and issued 4,412,500 shares of Series Seed Preferred Stock at an issuance price of $0.0001 per share, for total proceeds of less than $0.1 million. There were no issuance costs in connection with the Series Seed Preferred Stock issuance. Series A Redeemable Convertible Preferred Stock In August 2018, the Company authorized 3,126,700 shares of Series A Preferred Stock. The Company then issued 1,188,707 shares of Series A Preferred Stock at an issuance price of $13.46 per share resulting in gross proceeds of approximately $16.0 million. There were $0.1 million of issuance costs associated with the Series A Preferred Stock. In conjunction with the August 2018 issuance of Series A Preferred Stock, all outstanding principal and accrued interest under the Wellcome Trust Notes and Convertible Notes converted to 1,937,993 shares of Series A Preferred Stock. Series B Redeemable Convertible Preferred Stock In March 2019, the Company authorized 5,422,845 shares of Series B Preferred Stock. The Company then issued 4,953,758 shares of Series B Preferred Stock at an issuance price of $15.14 per share resulting in gross proceeds of approximately $75.0 million. There were $0.2 million of issuance costs associated with the Series B Preferred Stock. In conjunction with the March 2019 issuance of Series B Preferred Stock, all outstanding principal and accrued interest under the Wellcome Trust Notes converted to 331,344 shares of Series B Preferred Stock. In April 2019, the Company received $1.6 million from the issuance of the Wellcome Trust Notes, which were subsequently converted into 137,743 shares of Series B redeemable convertible preferred stock. Upon closing of the Company’s IPO, the then-outstanding shares of the Series Seed, Series A and Series B redeemable convertible preferred stock (together as “Preferred Stock”) converted into common stock. As of September 30, 2019, there were no shares of redeemable convertible preferred stock authorized, issued or outstanding. | Note 6. Redeemable Convertible Preferred Stock Series Seed Redeemable Convertible Preferred Stock Between 2009 and 2011, the Company authorized and issued 4,412,500 shares of Series Seed Preferred Stock at an issuance price of $0.0001 per share, for total proceeds of less than $0.1 million. There were no issuance costs in connection with the Series Seed Preferred Stock issuance. Series A Redeemable Convertible Preferred Stock In August 2018, the Company authorized 3,126,700 shares of Series A Preferred Stock. The Company then issued 1,188,707 shares of Series A Preferred Stock at an issuance price of $13.46 per share resulting in gross proceeds of approximately $16.0 million. There were $0.1 million of issuance costs associated with the Series A Preferred Stock. In conjunction with the August 2018 issuance of Series A Preferred Stock, all outstanding principal and accrued interest under the Wellcome Trust Notes and Convertible Notes converted to 1,937,993 shares of Series A Preferred Stock. The Series Seed and Series A redeemable convertible preferred stock (together as “Preferred Stock”) have the following rights and preferences: Voting: Dividends: Liquidation preference: winding-up Conversion: non-assessable Redemption: Reissuance: The original issuance price of the Preferred Stock was $1.00 per share and $13.46 per share for the Series Seed Preferred Stock and Series A Preferred Stock, respectively. |
Common Stock
Common Stock | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | ||
Common Stock | Note 7. Common Stock As of September 30, 2019, the Company’s Certificate of Incorporation authorized the Company to issue 150,000,000 shares of common stock, $0.0001 par value per share. Holders of the common stock are entitled to one vote for each share of common stock held at all meetings of stockholders and written actions in lieu of meetings. The holders of common stock shall be entitled to receive dividends out of funds legally available, as declared by the board of directors. These dividends are subject to the preferential dividend rights of the holders of the Company’s preferred stock. Through September 30, 2019 and December 31, 2018, no cash dividends have been declared or paid. Upon completion of the Company’s IPO on July 2, 2019, all outstanding shares of Series Seed, Series A, and Series B Redeemable Convertible Preferred Stock converted to common stock. As of September 30, 2019, there were 23,412,754 shares of common stock outstanding. | Note 7. Common Stock As of December 31, 2018, the Company’s Certificate of Incorporation authorized the Company to issue 12,337,650 shares of common stock, $0.0001 par value per share. The voting, dividend and liquidation rights of the holders of common stock are subject to and qualified by the rights, powers, and preferences of the holders of the shares of Preferred Stock. Holders of the common stock are entitled to one vote for each share of common stock held at all meetings of stockholders and written actions in lieu of meetings, provided, however, that except as otherwise required by law, holders of common stock as such shall not be entitled to vote on any amendment to the Company’s Certificate of Incorporation that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the Company’s Certificate of Incorporation or pursuant to Delaware General Corporation Law. Subject to the payment in full of all preferential dividends to which the holders of the Preferred Stock are entitled, the holders of common stock shall be entitled to receive dividends out of funds legally available. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, after the payment or provision for payment of all debts and liabilities of the Company and all preferential amounts to which the holders of Preferred Stock are entitled with respect to the distribution of assets in liquidation, the holders of common stock shall be entitled to share ratably in the remaining assets of the Company available for distribution. As of December 31, 2018, there were twelve shares of common stock outstanding. |
Net Loss per Share
Net Loss per Share | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | ||
Net Loss per Share | Note 8. Net Loss per Share The following table sets forth the computation of basic and diluted net loss per share of common stock for the three and nine months ended September 30, 2019 (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Net Loss $ (9,038 ) $ (6,238 ) $ (36,183 ) $ (9,185 ) Weighted-average shares used in computing net loss per share 22,907,349 5 7,755,137 2 Net loss per share, basic and diluted $ (0.39 ) $ (1,247,600 ) $ (4.67 ) $ (4,592,500 ) The Company’s potentially dilutive securities, which include stock options and convertible preferred stock, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. Prior to the IPO, the Company’s outstanding shares of Preferred Stock contractually entitled the holders of such shares to participate in distributions but contractually did not require the holders of such shares to participate in losses of the Company. Accordingly, these shares have not been included in the denominator used to calculate net loss per share. Common Stock Equivalents The following common stock equivalents presented based on amounts outstanding at each period end, have been excluded from the calculation of diluted net loss per share because including them would have had an anti-dilutive impact: September 30, 2019 2018 Redeemable convertible preferred stock (as converted to common stock) - 9,791,151 Stock options to purchase common stock 4,671,906 2,245,981 Warrants to purchase common stock - 19,986 4,671,906 12,057,118 | Note 8. Net Loss per Share Net Loss per Share To date, the Company has been funded solely through the issuance of convertible notes and Preferred Stock. As of December 31, 2017, the Company had no shares of common stock outstanding. On August 21, 2018, PureTech Health, a related party (see Note 9), exercised a warrant to purchase twelve shares of common stock, resulting in a weighted-average number of common shares outstanding during the year ended December 31, 2018 of four shares and a net loss per share for this same period of $4.4 million. The Company’s outstanding Preferred Stock contractually entitle the holders of such shares to participate in distributions but contractually does not require the holders of such shares to participate in losses of the Company. Accordingly, these shares have not been included in the denominator used to calculate net loss per share. Common Stock Equivalents The following common stock equivalents presented based on amounts outstanding at each period end, have been excluded from the calculation of diluted net loss per share because including them would have had an anti-dilutive impact: December 31, 2017 2018 Redeemable convertible preferred stock (as converted to common stock) 5,730,513 9,791,151 Stock options to purchase common stock 1,100,224 2,310,369 Warrants to purchase common stock 19,998 19,986 6,850,735 12,121,506 |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Stock-based Compensation | Note 9. Stock-based Compensation Stock Options In September 2009, the Company’s board of directors approved the 2009 Stock Incentive Plan (the “2009 Plan”) which provided for the grant of incentive stock options to employees and non-statutory non-employees In May 2019, the board of directors approved the 2019 Stock Option and Incentive Plan (the “2019 Plan”) which became effective on June 26, 2019, the date immediately prior to the date on which the registration statement related to the IPO was declared effective by the SEC. The 2019 Plan will expire in May 2029. Under the 2019 Plan, the Company may grant incentive stock options, non-statutory Options under the 2019 Plan generally vest based on the grantee’s continued service with the Company during a specified period following a grant as determined by the board of directors and expire ten years from the grant date. In general, awards typically vest in four years, but vesting conditions can vary based on the discretion of the Company’s board of directors. A summary of the Company’s stock option activity and related information is as follows: Number of Shares Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2018 2,310,369 $ 4.49 7.1 $ 6,420 Granted 2,554,146 11.93 Exercised (38,961 ) 0.11 Forfeited (153,648 ) 5.00 Outstanding as of September 30, 2019 4,671,906 8.58 8.2 36,423 Options vested and expected to vest as of September 30, 2019 4,671,906 $ 8.58 8.2 $ 36,423 Options exercisable as of September 30, 2019 3,111,295 $ 8.00 7.7 $ 26,147 The aggregate intrinsic values of options outstanding, exercisable, vested and expected to vest were calculated as the difference between the exercise price of the options and the fair value of the Company’s common stock as of September 30, 2019. As of September 30, 2019, there was $6.1 million of unrecognized compensation cost, which is expected to be recognized over a weighted-average period of 2.6 years. The fair value of all option activity was estimated at the date of grant using the Black-Scholes model with the following assumptions: Nine Months Ended September 30, 2019 Fair value of options $ 3.83 - 8.05 Fair value of common stock $ 9.20 - 20.02 Expected term (in years) 5.02 - 6.16 Expected volatility 43.57% - 44.41 % Risk-free interest rate 1.76% - 2.44 % Expected dividend yield 0.00 % On May 16, 2019, the Company issued 105,163 fully vested restricted common stock units. The average grant date fair value was $10.97 per share. As of September 30, 2019, there was no unrecognized compensation expense related to unvested RSUs. Warrants In October 2016, PureTech Health, a related party, agreed to provide management services to the Company in exchange for a warrant to purchase up to 19,998 shares of the Company’s common stock. The warrants vested monthly as services were performed over a 24-month In August 2018, PureTech Health exercised the warrant to purchase 12 shares resulting in proceeds to the Company of less than $0.1 million. In March 2019, PureTech Health exercised the warrant to purchase the remaining 19,986 shares resulting in proceeds to the Company of $0.1 million. There are no outstanding warrants as of September 30, 2019. Stock-based Compensation Expense Stock-based compensation expense is classified in the statements of operations for the three and nine months ended September 30, 2019 and 2018 as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Research and development $ 147 $ 28 $ 371 $ 71 General and administrative 1,496 378 $ 11,217 446 Total stock based compensation expense $ 1,642 $ 406 $ 11,587 $ 517 | Note 9. Stock-based Compensation 2009 Stock Incentive Plan In September 2009, the Company’s board of directors approved the 2009 Stock Incentive Plan (the “2009 Plan”) which provides for the grant of incentive stock options to employees and nonstatutory stock options to directors, consultants, and non-employees Options generally vest based on the grantee’s continued service with the Company during a specified period following a grant as determined by the board of directors and expire ten years from the grant date. In general, awards typically vest in four years, but vesting conditions can vary based on the discretion of the Company’s board of directors. A summary of the Company’s stock option activity and related information is as follows: Number of Weighted- Per Share Weighted- Aggregate (in thousands) Outstanding as of December 31, 2016 953,797 $ 0.81 5.6 $ 4,425 Granted 146,427 5.45 Exercised - - Forfeited - - Outstanding as of December 31, 2017 1,100,224 1.43 5.2 6,170 Granted 1,231,573 7.24 Exercised - - Forfeited (21,428 ) 5.45 Outstanding as of December 31, 2018 2,310,369 4.49 7.1 6,420 Options vested and expected to vest as of December 31, 2018 2,310,369 $ 4.49 7.1 $ 6,420 Options exercisable as of December 31, 2018 1,109,247 1.93 4.5 5,921 The aggregate intrinsic values of options outstanding, exercisable, vested and expected to vest were calculated as the difference between the exercise price of the options and the estimated fair value of the Company’s common stock, as determined by the Board of Directors, as of December 31, 2018. As of December 31, 2018, there was $3.8 million of unrecognized compensation cost, which is expected to be recognized over a weighted-average period of 2.1 years. The fair value of all option activity was estimated at the date of grant using the Black-Scholes model with the following assumptions: Year Ended December 31, 2017 2018 Fair value of options $2.69 - $2.71 $3.46 - $4.23 Fair value of common stock $5.45 $7.04 - $7.27 Expected term (in years) 6.03 - 6.16 5.65 - 9.34 Expected volatility 49.41% - 50.35 % 45.57% - 48.84 % Risk-free interest rate 1.84% - 2.13 % 2.69% - 3.04 % Expected dividend yield 0.00 % 0.00 % Warrants In October 2016, PureTech Health, a related party, agreed to provide management services to the Company in exchange for a warrant to purchase up to 19,998 shares of the Company’s common stock. The warrant vests monthly as services are performed over a 24-month In August 2018, PureTech Health exercised the warrant to purchase 12 shares resulting in proceeds to the Company of less than $0.1 million. Stock-based Compensation Expense Stock-based compensation expense is classified in the statements of operations for the years ended December 31, 2017 and 2018 as follows (in thousands): Year Ended December 31, 2017 2018 Research and development $ 49 $ 107 General and administrative 131 851 Total stock based compensation expense $ 180 $ 958 |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||
Fair Value of Financial Assets and Liabilities | Note 10. Fair Value of Financial Assets and Liabilities The following tables present information about the Company’s assets and liabilities as of September 30, 2019 and December 31, 2018 that are measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values (in thousands): Fair Value Measurement at September 30, 2019 Using Level 1 Level 2 Level 3 Total Assets: Cash equivalents (Money Market Fund) $ 22,406 $ - $ - $ 22,406 Cash equivalents (US Treasuries) 22,519 22,519 Short-term investments (US Treasuries) 107,461 - - 107,461 Total $ 152,386 $ - $ - $ 152,386 Fair Value Measurement at December 31, 2018 Using Level 1 Level 2 Level 3 Total Assets: Cash equivalents (US Treasuries) $ 5,042 $ - $ - $ 5,042 Short-term investments (US Treasuries) 4,983 - - 4,983 Total $ 10,025 $ - $ - $ 10,025 Liabilities: Derivative instrument $ - $ - $ 389 $ 389 Total $ - $ - $ 389 $ 389 The estimated fair value and amortized cost of the Company’s short-term investments by contractual maturity are summarized as follows (in thousands): September 30, 2019 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Due in one year or less $ 107,411 $ 50 $ - $ 107,461 Total $ 107,411 $ 50 $ - $ 107,461 December 31, 2018 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Due in one year or less $ 4,984 $ - $ (1 ) $ 4,983 Total $ 4,984 $ - $ (1 ) $ 4,983 The derivative liability is considered a Level 3 liability because its fair value measurement is based, in part, on significant inputs not observed in the market. Any reasonable changes in the assumptions used in the valuation could materially affect the financial results of the Company. The Company recognized the following changes in the fair value of derivative liabilities during the year ended December 31, 2018 and the three and nine months ended September 30, 2019 (in thousands): Balance, December 31, 2017 $ 2,606 Allocation of note issuance proceeds to derivative 1,418 Change in fair value of derivative (2,203 ) Balance, June 30, 2018 1,821 Change in fair value of derivative 2,633 Conversion of convertible debt to Series A preferred stock (4,454 ) Balance, September 30, 2018 - Allocation of note issuance proceeds to derivative 375 Change in fair value of derivative 14 Balance, December 31, 2018 389 Allocation of note issuance proceeds to derivative 750 Change in fair value of derivative 135 Conversion of convertible debt to Series B preferred stock (1,274 ) Balance, June 30, 2019 $ - There was no derivative liability recorded as of September 30, 2019. | Note 10. Fair Value of Financial Assets and Liabilities The following table presents information about the Company’s assets and liabilities as of December 31, 2017 and 2018 that are measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values (in thousands): Fair Value Measurement at December 31, 2018 Using Level 1 Level 2 Level 3 Total Assets: Cash equivalents (US Treasuries) $ 5,042 $ - $ - $ 5,042 Short-term investments 4,983 - - 4,983 Total $ 10,025 $ - $ - $ 10,025 Liabilities: Derivative instrument $ - $ - $ 389 $ 389 Total $ - $ - $ 389 $ 389 Fair Value Measurement at December 31, 2017 Using Level 1 Level 2 Level 3 Total Liabilities: Derivative instrument $ - $ - $ 2,606 $ 2,606 Total $ - $ - $ 2,606 $ 2,606 The estimated fair value and amortized cost of the Company’s short-term investments by contractual maturity are summarized as follows (in thousands): December 31, 2018 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Due in one year or less $ 4,984 $ - $ (1 ) $ 4,983 Total $ 4,984 $ - $ (1 ) $ 4,983 The derivative liability is considered a Level 3 liability because its fair value measurement is based, in part, on significant inputs not observed in the market. The Company determined the fair value of the liability as described in Note 5. Any reasonable changes in the assumptions used in the valuation could materially affect the financial results of the Company. The Company recognized the following changes in the fair value of derivative liabilities during the years ended December 31, 2017 and 2018 (in thousands): Balance, December 31, 2016 $ 1,555 Allocation of note issuance proceeds to derivative 996 Change in fair value of derivative 55 Balance, December 31, 2017 2,606 Allocation of note issuance proceeds to derivative 1,418 Change in fair value of derivative 430 Conversion of convertible debt to Series A preferred stock (4,454 ) Balance, August 1, 2018 (date of conversion) - Allocation of note issuance proceeds to derivative 375 Change in fair value of derivative 14 Balance, December 31, 2018 $ 389 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 11. Commitments and Contingencies Leases The Company entered into a 51-month The Company recorded rent expense of $0.3 million during the nine months ended September 30, 2019. Future minimum lease payments under non-cancelable As of September 30, Minimum Lease Payments Less than 1 year $ 498 1 to 2 years 504 2 to 3 years 512 3 to 4 years 214 4 to 5 years - Total $ 1,728 Intellectual Property License with Eli Lilly and Company In May 2012, the Company entered into an exclusive license agreement, or the Lilly License Agreement, with Eli Lilly, pursuant to which Eli Lilly assigned to us all of its rights to certain patents (now expired), regulatory documentation, data records and materials related to xanomeline. The Company is also entitled to sublicense or otherwise transfer the rights granted in connection with the Lilly License Agreement. Under the Lilly License Agreement, the Company is obligated to use commercially reasonable efforts to develop, manufacture, commercialize and seek and maintain regulatory approval for xanomeline, in any formulation, for use in humans. The Company paid Eli Lilly an upfront payment of $0.1 million and has agreed to make milestone payments to Eli Lilly of up to an aggregate of $16 million upon the achievement of specified regulatory milestones and up to an aggregate of $54 million in commercial milestones. In addition, the Company is obligated to pay Eli Lilly tiered royalties, at rates in the low to mid single-digit percentages, on the worldwide net sales of any commercialized product on a country-by-country The Lilly License Agreement will expire on the later of (i) the expiration of the last-to-expire product-by-licensed The initial upfront payment of $0.1 million was expensed when incurred in May 2012. As of September 30, 2019, no milestones have been reached, and accordingly, no milestone payments have been made. Intellectual Property License with PureTech Health In March 2011, the Company entered into an exclusive license agreement, or the Patent License Agreement, with PureTech Health, pursuant to which PureTech Health granted us an exclusive license to patent rights relating to combinations of a muscarinic activator with a muscarinic inhibitor for the treatment of central nervous system disorders. In connection with the Patent License Agreement, the Company has agreed to make milestone payments to PureTech Health of up to an aggregate of $10 million upon the achievement of specified development and regulatory milestones. In addition, the Company is obligated to pay PureTech Health low single-digit royalties on the worldwide net sales of any commercialized product covered by the licenses granted under the Patent License Agreement. In the event that the Company sublicenses any of the patent rights granted under the Patent License Agreement, the Company will be obligated to pay PureTech Health royalties within the range of 15% to 25% on any income we receive from the sublicensee, excluding royalties. The Company may terminate the Patent License Agreement for any reason with proper prior notice to PureTech Health. Either party may terminate the Patent License Agreement upon an uncured material breach by the other party. The Company incurred no expenses related to the Patent License provided by PureTech Health during the nine months ended September 30, 2019 and 2018. The Company had no outstanding liabilities to PureTech Health related to the Patent License at December 31, 2018 and September 30, 2019. Indemnification In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future but have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may incur charges in the future as a result of these indemnification obligations. Contingencies From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities. The Company accrues a liability for such matters when it is probable that future expenditures will be made, and such expenditures can be reasonably estimated. Litigation The Company is not a party to any litigation and does not have contingency reserves established for any litigation liabilities as of September 30, 2019. | Note 11. Commitments and Contingencies Leases The Company entered into a 51 month lease for office space in Boston, Massachusetts that began in December 2018 and expires in February 2023. The Company is required to maintain a cash balance of $0.1 million to secure a letter of credit associated with this lease. The amount was classified as restricted cash in the balance sheet at December 31, 2018. The Company recorded rent expense of less than $0.1 million during the year ended December 31, 2018. Future minimum lease payments under non-cancelable Year Ending December 31, Minimum Lease Payments 2019 $ 335 2020 499 2021 506 2022 514 2023 86 Total $ 1,940 Intellectual Property License with PureTech Health In March 2011, the Company entered into a royalty-bearing exclusive patent license agreement with PureTech Health, a related party, granting the Company rights to research, develop, make, use, sell, and lease technology covered by two then-pending patent applications (the “Patent License”). The two patents pending related to methods and compositions for treatment of disorders ameliorated by muscarinic receptor activation. The Company paid no initial upfront costs upon signing the agreement. Under the agreement, of products covered by the patents, the Company will owe PureTech Health a low single digit percentage running royalty of annual net sales by the Company. Additionally, upon certain clinical and regulatory approval events, the Company will owe PureTech amounts in the form of milestone payments, totaling $10.0 million. The Company incurred no expenses related to the Patent License provided by PureTech Health during the years ended December 31, 2017 and 2018. The Company had no outstanding liabilities to PureTech Health related to the Patent License at December 31, 2017 and 2018. Intellectual Property License with Eli Lilly and Company In May 2012, the Company entered into an agreement with Eli Lilly and Company to obtain rights to data, regulatory filings and patents (now expired) related to xanomeline. The Company paid an initial upfront payment of $0.1 million upon signing of the agreement, which was expensed when incurred. Upon certain regulatory approval events and other sales achievements, the Company will owe Eli Lilly and Company additional amounts in the form of milestone payments of up to $70.0 million and tiered royalties ranging from the low to mid single digits on sales. As of December 31, 2018, no milestones have been reached, and accordingly, no milestone payments have been made. Indemnification In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future but have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may incur charges in the future as a result of these indemnification obligations. Contingencies From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities. The Company accrues a liability for such matters when it is probable that future expenditures will be made, and such expenditures can be reasonably estimated. Litigation The Company is not a party to any litigation and does not have contingency reserves established for any litigation liabilities as of December 31, 2018. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12. Income Taxes On December 22, 2017, the Tax Cuts and Jobs Act (the “TCJA”) was signed into United States law. In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (SAB 118) During the years ended December 31, 2017 and 2018, the Company recorded no income tax benefit for the net operating losses incurred or for the research and development tax credits generated in each year, due to the full valuation allowance maintained against the Company’s net deferred tax assets. A reconciliation of the differences between the effective tax rates of the Company for the years ended December 31, 2017 and 2018, respectively, and the U.S. federal statutory tax rate are as follows: Year Ended December 31, 2017 2018 Statutory tax rate 34.0 % 21.0 % State taxes, net of federal benefit 4.1 5.0 Share-based compensation -0.6 -1.0 Change in derivative liability -0.3 -0.5 Non-deductible -6.6 -3.1 Other 0.2 0.0 Tax credits 0.0 3.0 Change in valuation allowance -10.0 -24.4 Impact of 2018 tax rate changes on temporary differences -20.8 0.0 Effective income tax rate 0.0 % 0.0 % Significant components of the Company’s deferred tax assets and liabilities at December 31, 2017 and 2018 are as follows (in thousands): December 31, 2017 2018 Deferred tax assets: Operating tax losses $ 2,665 $ 6,288 Tax credit carryforwards - 537 Accrued expenses 66 134 Share-based compensation 131 166 Deferred tax assets 2,862 7,125 Valuation allowance (2,860 ) (7,122 ) Deferred tax liabilities: Depreciation (2 ) (3 ) Deferred tax liabilities (2 ) (3 ) $ - $ - Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amount used for income tax purposes. The Company applied the separate return method for allocation of current and deferred tax expense. Until August 1, 2018, the Company filed federal and state taxes as part of a controlled group, PureTech Health, a related party, as it met the requirements to be included in the controlled group filing. The Company has not recorded any deferred tax assets for Research and Development tax credits for the period from inception through August 1, 2018 at which point the Company exited the controlled group. The Company believes that some of its activities do qualify for the credit during that time. Under Section §41 of the Internal Revenue Code of 1986, as amended (the “IRC”), Research and Development tax credits are required to be computed on a controlled group basis and as such, without additional input from companies outside of the Company’s control, the Company cannot reasonably estimate its share of the overall credit. As a result, further analysis must be performed to determine the amount of the consolidated credit allocable to the Company. The Company has excluded from the deferred tax table above tax credits that were generated in periods prior to August 2018 as PureTech Health has not completed an analysis to determine the portion that would be available to the Company. The Company is still required to file tax returns on a combined basis with PureTech Health in certain state jurisdictions. At December 31, 2018, the Company had federal net operating loss carryforwards totaling $23.0 million, of which $9.7 million begin to expire in 2029 and $13.3 million can be carried forward indefinitely. At December 31, 2018, the Company had state net operating loss carryforwards totaling $22.9 million which begin to expire in 2029. In addition, the Company has federal research credits of $0.5 million and state research credits of less than $0.1 million which expire in 2038 and 2033, respectively. Management has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets, which are comprised principally of net operating loss carryforwards and tax credit carryforwards. Under the applicable accounting standards, management has considered the Company’s history of losses and concluded that it is more likely than not that the Company will not recognize the benefits of deferred tax assets. Accordingly, a full valuation allowance has been established against the net deferred tax assets at December 31, 2018. The valuation allowance increased by $4.3 million during the year ended December 31, 2018 which primarily relates to the current year operating loss and tax credits generated. Under the provisions of the IRC, the net operating loss and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Net operating loss and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50%, as defined under Sections 382 and 383 of the IRC, respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has completed financings since its inception which may have resulted in a change in control as defined by Section 382 and 383 of the IRC, and it may complete future financings that could result in a change in control in the future. The Company completed a Section 382 study through December 31, 2018 and concluded that it experienced an ownership change during 2014 but has not experienced any subsequent ownership changes. Based on the results of this analysis, the Company does not expect the future utilization of net operating loss carryforwards to be materially limited. The Company accounts for uncertain tax positions pursuant to ASC 740 which prescribes a recognition threshold and measurement process for financial statement recognition of uncertain tax positions taken or expected to be taken in a tax return. If the tax position meets this threshold, the benefit to be recognized is measured as the tax benefit having the highest likelihood of being realized upon ultimate settlement with the taxing authority. As of December 31, 2018, the Company has not recorded any unrecognized tax benefits. The Company has not, as yet, conducted a study of research and development tax credit carryforwards. This study may result in an adjustment to the Company’s research and development credit carryforwards; however, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position. A full valuation allowance has been provided against the Company’s research and development tax credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance. Thus, there would be no impact to the balance sheets or statements of operations if an adjustment was required. The Company does not expect any material change in unrecognized tax benefits within the next twelve months. The Company is subject to taxation in the United States federal and certain state jurisdictions. The Company has incurred operating losses since inception, and therefore, the losses in all periods may be adjusted by taxing jurisdictions in future periods in which they are utilized. |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 12. Related Party Transactions PureTech Health Management Consulting Services and Overhead Agreement The Company engages PureTech Health, a related party, to provide, among other things, management expertise, strategic advice, administrative support, computer and telecommunications services and office infrastructure. In exchange for providing such services, the Company pays PureTech Health a monthly fee. In addition, PureTech Health periodically invoices the Company for out-of-pocket The Company incurred general and administrative costs for management services provided by PureTech Health totaling less than $0.1 million in the nine months ended September 30, 2019, and totaling $0.2 million in the nine months ended September 30, 2018. The Company had outstanding current liabilities to PureTech Health of less than $0.1 million and $0.1 million at September 30, 2019 and December 31, 2018, respectively, which are recorded as accounts payable in the balance sheet. | Note 13. Related Party Transactions PureTech Health Management Consulting Services and Overhead Agreement The Company engages PureTech Health, a related party, to provide, among other things, management expertise, strategic advice, administrative support, computer and telecommunications services and office infrastructure. In exchange for providing such services, the Company pays PureTech Health a monthly fee. In addition, PureTech Health periodically invoices the Company for out-of-pocket The Company incurred general and administrative costs for management services provided by PureTech Health totaling $0.2 million in each of the years ended December 31, 2017 and 2018. The Company had outstanding current liabilities to PureTech Health of $0.7 million and $0.1 million at December 31, 2017 and 2018, respectively, which are recorded as accounts payable in the balance sheet. |
401(k) Savings Plan
401(k) Savings Plan | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Retirement Benefits [Abstract] | ||
401(k) Savings Plan | Note 13. 401(k) Savings Plan The Company has a 401(k) retirement plan in which substantially all U.S. employees are eligible to participate. Eligible employees may elect to contribute up to the maximum limits, as set by the Internal Revenue Service, of their eligible compensation. The total contribution matching expense for the Company was less than $0.1 million for each of the nine months ended September 30, 2019 and 2018. | Note 14. 401(k) Savings Plan The Company has a 401(k) retirement plan in which substantially all U.S. employees are eligible to participate. Eligible employees may elect to contribute up to the maximum limits, as set by the Internal Revenue Service, of their eligible compensation. The total contribution matching expense for the Company was less than $0.1 million for each of the years ended December 31, 2017 and 2018. |
Stock Split
Stock Split | 12 Months Ended |
Dec. 31, 2018 | |
Text Block [Abstract] | |
Stock Split | Note 15. Stock Split On June 14, 2019, the Company effected a one-for-1.2987 stock split of its issued and outstanding shares of common stock and a proportional adjustment to the existing conversion ratios for each series of the Company’s convertible preferred stock. Accordingly, all share and per share amounts for all periods presented in the accompanying financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this stock split and adjustment of the convertible preferred stock conversion ratios. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16. Subsequent Events On March 1, 2019, the Company received $1.6 million from the issuance of convertible notes under the 2018 Wellcome Trust Note, which were subsequently converted to Series B preferred stock in conjunction with the Series B stock purchase agreement discussed below. On March 15, 2019, the Company entered into a Series B stock purchase agreement and issued 4,492,500 shares, or $68.0 million, of Series B Preferred Stock (the “Series B Financing”), of which $63.0 million of cash proceeds was received from new investors. All convertible notes outstanding at the time of the closing, which had original principal values of $4.3 million, were converted into 331,344 shares, or $5.0 million, of Series B Preferred Stock. As of March 15, 2019, the Company’s certificate of incorporation, as amended and restated, (the “Certificate of Incorporation”), authorized the Company to issue 12,031,700 shares of Preferred Stock, of which 4,412,500 shares have been designated as Series Seed Preferred Stock, 3,126,700 shares have been designated as Series A Preferred Stock, and 4,492,500 shares have been designated as Series B Preferred Stock. In conjunction with the Series B Financing, the 2009 Stock Incentive Plan was amended to increase the number of shares reserved for issuance by 1,458,064 shares to 3,911,138 shares. On March 19, 2019, the Company issued 19,986 shares of common stock to PureTech Health upon exercise of remaining shares under the warrants issued to it, representing all of the outstanding warrants, resulting in proceeds to the Company of $0.1 million. On March 28, 2019, the Company entered into an Amended and Restated Series B stock purchase agreement, authorizing the Company to issue up to 930,345 additional shares of Series B preferred stock, of which 792,602 shares were issued resulting in gross proceeds of $12.0 million. As of March 28, 2019, the Certificate of Incorporation authorized the Company to issue 12,962,045 shares of Preferred Stock, of which 4,412,500 shares have been designated as Series Seed Preferred Stock, 3,126,700 shares have been designated as Series A Preferred Stock, and 5,422,845 shares have been designated as Series B Preferred Stock. All of the Company’s authorized Series Seed Preferred Stock and Series A Preferred Stock, and 5,285,102 shares of Series B Preferred Stock, were outstanding as of March 28, 2019. |
Preferred Stock
Preferred Stock | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Preferred Stock | Note 6. Preferred Stock On July 2, 2019, in connection with the closing of the Company’s IPO, the Company filed its restated Certificate of Incorporation, which authorizes the Company to issue up to 10,000,000 shares of preferred stock, $0.0001 par value per share. There are no shares of preferred stock outstanding as of September 30, 2019. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Basis of Presentation and Use of Estimates | Basis of Presentation and Use of Estimates The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) of the Financial Accounting Standards Board (“FASB”). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, the accrual for research and development expenses, the valuation of stock-based awards and prior to the IPO, the valuation of common stock, and derivative liabilities. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates. | Basis of Presentation and Use of Estimates The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) of the Financial Accounting Standards Board (“FASB”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, the accrual of research and development expenses, and the valuation of common stock, stock-based awards and liabilities associated with financial instruments and derivatives. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Actual results could differ from the Company’s estimates. |
Segments | Segments The Company operates and manages its business as one reportable and operating segment, which is the business of research and development of therapies utilizing muscarinic cholinergic receptors to treat psychosis and cognitive impairment in numerous central nervous system disorders. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance. All of the Company’s tangible assets are held in the United States. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term, highly liquid investments with original maturities of 90 days or less at acquisition date to be cash equivalents. | Cash and Cash Equivalents The Company considers all short-term, highly liquid investments with original maturities of 90 days or less at acquisition date to be cash equivalents. |
Short-term Investments | Short-term Investments The Company’s short-term investments are classified as available-for-sale and are | Short-term Investments The Company’s short-term investments are classified as available-for-sale and |
Concentration of Credit Risk | Concentration of Manufacturing Risk The Company is dependent on third-party manufacturers to supply products for research and development activities in its programs. In particular, the Company relies and expects to continue to rely on a small number of manufacturers to supply it with its requirements for the active pharmaceutical ingredients and formulated drugs related to these programs. These programs could be adversely affected by a significant interruption in the supply of active pharmaceutical ingredients and formulated drugs. | Concentration of Credit Risk Cash, cash equivalents and short-term investments are the primary source of potential exposure for the Company to concentrations of credit risk. Periodically, the Company maintains deposits in financial institutions in excess of government insured limits. The Company deposits its cash in financial institutions that it believes have high quality and has not experienced any losses on such accounts and does not believe it is exposed to any significant credit risk on cash. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. |
Concentration of Manufacturing Risk | Concentration of Manufacturing Risk The Company is dependent on third-party manufacturers to supply products for research and development activities in its programs. In particular, the Company relies and expects to continue to rely on a small number of manufacturers to supply it with its requirements for the active pharmaceutical ingredients and formulated drugs related to these programs. These programs could be adversely affected by a significant interruption in the supply of active pharmaceutical ingredients and formulated drugs. | |
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 additional paid-in capital an in-process equity paid-in | Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process paid-in in-process |
Convertible Notes and Derivative Liabilities | Convertible Notes and Derivative Liabilities In connection with the issuance of the Wellcome Trust Convertible Notes and the Convertible Notes (see Note 4), the Company had identified embedded derivatives, which were recorded as liabilities on the Company’s balance sheets and were remeasured to fair value at each reporting date until the derivative was settled. Changes in the fair value of the derivative liabilities are recognized as change in fair value of derivative in the statements of operations. The fair value of the derivative liabilities were determined at each period end using a with and without method, which assesses the likelihood and timing of events that would result in either a conversion or change-of-control Upon issuance of the notes, each note was recorded at cost, net of the derivative liability. The discount on each note was amortized as interest expense to the date such note was expected to convert using the effective interest rate method and is reflected in the statements of operations as accretion of debt discount. The Company classified its derivative liabilities in the balance sheet as current or non-current based | Convertible Notes and Derivative Liabilities In connection with the issuance of the Wellcome Trust Convertible Notes and the Convertible Notes (see Note 5), the Company has identified embedded derivatives, which are recorded as liabilities on the Company’s balance sheets and are remeasured to fair value at each reporting date until the derivative is settled. Changes in the fair value of the derivative liabilities are recognized as change in fair value of derivative in the statements of operations. The fair value of the derivative liabilities are determined at each period end using a with and without method, which assesses the likelihood and timing of events that would result in either a conversion or change-of-control Upon issuance of the notes, each note was recorded at cost, net of the derivative liability. The discount on each note is amortized as interest expense to the date such note is expected to convert using the effective interest rate method and is reflected in the statements of operations as accretion of debt discount. The Company classifies its derivative liabilities in the balance sheet as current or non-current |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock Prior to the IPO, the Company recorded all shares of redeemable convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs. The redeemable convertible preferred stock was recorded outside of permanent equity because upon the occurrence of certain deemed liquidation events, the majority of the holders could opt to redeem the shares at the liquidation preference and these events, including a merger, acquisition or sale of substantially all of the assets, was considered not solely within the Company’s control. Prior to the IPO, the Company had not adjusted the carrying values of the redeemable convertible preferred stock to its redemption value because it was uncertain whether or when a deemed liquidation event would occur. Upon closing of the IPO, all 12,962,045 shares of the Company’s redeemable convertible preferred stock then outstanding converted into an aggregate of 16,833,790 shares of common stock. | Redeemable Convertible Preferred Stock The Company records all shares of redeemable convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs. The redeemable convertible preferred stock is recorded outside of permanent equity because upon the occurrence of certain deemed liquidation events, the majority of the holders can opt to redeem the shares at the liquidation preference and these events, including a merger, acquisition or sale of substantially all of the assets, are considered not solely within the Company’s control. The Company has not adjusted the carrying values of the redeemable convertible preferred stock to its redemption value because it is uncertain whether or when a deemed liquidation event would occur. If a deemed liquidation event becomes probable, the carrying value will be adjusted to the redemption value at that time. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets: Estimated Useful Life Laboratory equipment 5 years Computer equipment 3-5 Leasehold improvements Shorter of life of lease or estimated useful life Depreciation methods, useful lives and residual values are reviewed at least annually and adjusted, if appropriate. | |
Leases | Leases Leases are classified at their inception as either operating or capital leases based on the economic substance of the agreement. The Company recognizes rent expense for its operating leases, inclusive of rent escalation provisions and rent holidays, on a straight-line basis over the respective lease term. Additionally, the Company recognizes tenant improvement allowances under the operating leases as a deferred lease obligation and amortizes the tenant improvement allowances as a reduction to rent expense on a straight-line basis over the respective lease term. At September 30, 2019 and December 31, 2018, no capital leases were recorded in the balance sheets. | Estimated Useful Life Laboratory equipment 5 years Computer equipment 3-5 Leasehold improvements Shorter of life of lease or estimated useful life Depreciation methods, useful lives and residual values are reviewed at least annually and adjusted, if appropriate. Impairment of Long-lived Assets Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. To date, the Company has not recorded any impairment losses on long-lived assets. Leases Leases are classified at their inception as either operating or capital leases based on the economic substance of the agreement. The Company recognizes rent expense for its operating leases, inclusive of rent escalation provisions and rent holidays, on a straight-line basis over the respective lease term. Additionally, the Company recognizes tenant improvement allowances under the operating leases as a deferred lease obligation and amortizes the tenant improvement allowances as a reduction to rent expense on a straight-line basis over the respective lease term. At December 31, 2017 and 2018, no capital leases were recorded in the balance sheets. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. To date, the Company has not recorded any impairment losses on long-lived assets. | |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Research and development costs include salaries and bonuses, stock compensation, employee benefits, consulting costs and external contract research and development and manufacturing expenses. Upfront payments and milestone payments made for the licensing of technology are expensed as research and development in the period in which they are incurred. Advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed. | Research and Development Costs Research and development costs are expensed as incurred. Research and development costs include salaries and bonuses, stock compensation, employee benefits, consulting costs and external contract research and development and manufacturing expenses. Upfront payments and milestone payments made for the licensing of technology are expensed as research and development in the period in which they are incurred. Advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed. |
Research Contract Costs and Accruals | Research Contract Costs and Accruals The Company accrues for estimated costs of research and development activities conducted by third-party service providers, which include the conduct of preclinical studies and clinical trials, 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 liabilities in the balance sheets and within research and development expense in the statements of operations. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the research studies or clinical trials and manufacturing activities, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates may be made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs. | Research Contract Costs and Accruals The Company accrues for estimated costs of research and development activities conducted by third-party service providers, which include the conduct of preclinical studies and clinical trials, 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 liabilities in the balance sheets and within research and development expense in the statements of operations. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the research studies or clinical trials and manufacturing activities, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates may be made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs. |
Patent Costs | Patent Costs All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses. | |
Stock-Based Compensation | Stock-Based Compensation The Company measures all stock options and other stock-based awards based on the date of the grant and recognizes compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective award. The Company has mainly issued stock options with service-based vesting conditions and records the expense for these awards using the straight-line method. The Company has also issued stock options with performance-based vesting conditions and records the expense for these awards at the time that the achievement of the performance becomes highly probable or complete. The Company recognizes adjustments to stock-based compensation expense for forfeitures as they occur. The Company classifies stock-based compensation expense in its statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipients’ service payments are classified. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company historically has been a private company and lacked company-specific historical and implied volatility information. Therefore, it estimated its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to do so until such time as it has adequate historical data regarding the volatility of its own publicly traded stock price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The fair value for each restricted common stock award is estimated on the date of grant based on the fair value of the Company’s common stock on that same date. | Stock-Based Compensation The Company measures all stock options and other stock-based awards based on the fair value on the date of the grant using the Black-Scholes option-pricing model and recognizes compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective award. The Company has mainly issued stock options with service-based vesting conditions and records the expense for these awards using the straight-line method. The Company has also issued stock options with performance-based vesting conditions and records the expense for these awards at the time that the achievement of the performance becomes highly probable or complete. The Company classifies stock-based compensation expense in its statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipients’ service payments are classified. The Company recognizes adjustments to stock-based compensation expense for forfeitures as they occur. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company historically has been a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. |
Determination of Fair Value of Common Stock on Grant Dates | Determination of Fair Value of Common Stock on Grant Dates As there has been no public market for the Company’s equity instruments to date, the estimated fair value of the Company’s common stock has been determined by the board of directors as of the grant date, with input from management, considering the Company’s most recently available third-party valuations of common stock and the board of directors’ assessment of additional objective and subjective factors that it believed were relevant and which may have changed from the date of the most recent valuation through the date of the grant. These third-party valuations were performed in accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation present-day | |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by the relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the positions sustainability and is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. At each balance sheet date, unresolved uncertain tax positions must be reassessed, and the Company will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the amount of the recognized benefit is still appropriate. The recognition and measurement of tax benefits requires significant judgment. Judgments concerning the recognition and measurement of a tax benefit might change as new information becomes available. | |
Net Loss Per Share | Net Loss Per Share In July 2019, upon closing of the IPO, all outstanding shares of the Company’s redeemable convertible preferred stock automatically converted to common stock. Prior to this conversion, the Company followed the two-class method The two-class method The two-class Basic net income (loss) per share attributable to common stockholders is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) attributable to common stockholders is computed by adjusting income (loss) attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities, including outstanding stock options. Diluted net income (loss) per share attributable to common stockholders is computed by dividing the diluted net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of outstanding stock options. Prior to the IPO, the Company’s outstanding redeemable convertible preferred stock contractually entitled the holders of such shares to participate in distributions but contractually did not require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. | Net Loss Per Share The Company follows the two-class two-class two-class Basic net income (loss) per share attributable to common stockholders is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) attributable to common stockholders is computed by adjusting income (loss) attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities, including outstanding stock options. Diluted net income (loss) per share attributable to common stockholders is computed by dividing the diluted net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of outstanding stock options. The Company’s outstanding redeemable convertible preferred stock contractually entitle the holders of such shares to participate in distributions but contractually does not require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the years ended December 31, 2017 and 2018. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. There was no difference between net loss and comprehensive loss for the years ended December 31, 2017 and 2018. | |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers ASU 2016-12, which In June 2018, the FASB issued Accounting Standards Update 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), which ASU 2018-07 specifies ASU 2018-07 also ASU 2018-07 is ASU 2018-07, using that non-employees who ASU 2018-07 more to non-employees as In August 2016, the FASB issued ASU No. 2016-15, Statement of zero-coupon debt In November 2016, the FASB issued ASU 2016-18, Restricted Cash In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation Scope of Modification Accounting (“ASU 2017-09”). This ASU 2017-09 provides ASU No. 2017-09, using ASU 2017-09 was Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 a right-of-use asset For non-public ASU 2016-02 will In August 2018, the FASB issued ASU No. 2018-13, 2018-13”). 2018-13 2018-13 No. 2018-13 | Recently Adopted Accounting Pronouncements In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern 2014-15”). 2014-15 2014-15 2014-15 In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers 2016-12, In June 2018, the FASB issued Accounting Standards Update 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting 2018-07”), 2018-07 2018-07 2018-07 2018-07, non-employees 2018-07 non-employees In March 2016, FASB issued ASU 2016-09, Stock Compensation—Improvements to Employee Share-Based Payment Accounting 2016-09”). 2016-09 In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows : Classification of Certain Cash Receipts and Cash Payments zero-coupon In November 2016, the FASB issued ASU 2016-18, Restricted Cash In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation Scope of Modification Accounting 2017-09”). 2017-09 2017-09, 2017-09 Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, 2016-02”). 2016-02 right-of-use non-public 2016-02 |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The accompanying balance sheet as of September 30, 2019, the statements of operations, comprehensive loss, and cash flows for the three and nine months ended September 30, 2019 and 2018, and the statements of redeemable convertible preferred stock and stockholders’ equity (deficit) for the three and nine months ended September 30, 2019 and 2018 are unaudited. The unaudited interim financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of September 30, 2019 and the results of its operations and its cash flows for the three and nine months ended September 30, 2019 and 2018. Certain information and footnote disclosures typically included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Accordingly, these unaudited interim financial statements should be read in conjunction with the Company’s financial statements as of and for the year ended December 31, 2018, which are included in the Company’s prospectus related to the Company’s IPO, filed June 28, 2019 (File No. 333-231863) | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist of cash equivalents, short-term investments, prepaid expenses, interest receivable, accounts payable, accrued expenses, convertible notes and derivatives embedded within the convertible notes. The carrying amount of prepaid expenses, interest receivable, accounts payable and accrued expenses are considered a reasonable estimate of their fair value, due to the short-term maturity of these instruments. The Company’s cash equivalents, short-term investments, convertible notes, and derivative liabilities are carried at fair value, determined according to the fair value hierarchy described below (see Note 10). The Company follows the guidance in FASB ASC 820, Fair Value Measurements and Disclosures Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2: Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3: Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2 or Level 2 to Level 3. | |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. For the three and nine months ended September 30, 2019, the Company’s only element of other comprehensive income (loss) was unrealized gains and losses on short-term investments. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Property and Equipment Estimated Useful Lives | attributable to the acquisition of the asset. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets: Estimated Useful Life Laboratory equipment 5 years Computer equipment 3-5 Leasehold improvements Shorter of life of lease or estimated useful life |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment, net, consisted of the following (in thousands): December 31, 2017 2018 Laboratory equipment $ 5 $ 31 Computer equipment 8 8 Leasehold improvements - 106 Total property and equipment 13 145 Less: accumulated depreciation (1 ) (7 ) Property and equipment, net $ 12 $ 138 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets and Accrued Expenses (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Prepaid Expenses And Other Current Assets And Accrued Expenses [Abstract] | ||
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): September 30, 2019 December 31, 2018 Prepaid insurance $ 1,741 $ 23 Prepaid research and development expenses 359 1,686 Other 223 - Total prepaid expenses and other current assets $ 2,323 $ 1,709 | Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2017 2018 Prepaid research and development expenses $ 167 $ 1,686 Other 8 23 Total prepaid expenses and other current assets $ 175 $ 1,709 |
Schedule of Accrued Expenses | Accrued expenses consisted of the following (in thousands): September 30, 2019 December 31, 2018 Accrued payroll and related expenses $ 839 $ 311 Accrued research and development expenses 198 100 Professional fees 229 75 Other 53 52 Total accrued expenses $ 1,319 $ 538 | Accrued expenses consisted of the following (in thousands): December 31, 2017 2018 Accrued payroll and related expenses $ 143 $ 311 Accrued research and development expenses 119 100 Professional fees 133 75 Other 38 52 Total accrued expenses $ 433 $ 538 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Schedule of Changes in Convertible Debt | The Company recognized the following changes in the debt related to the Convertible Notes during the three and nine months ended September 30, 2018 (in thousands): Financial statement impacted Balance, December 31, 2017 $ 7,674 Issuance of new notes 7,000 Balance sheet Allocation of proceeds to derivative liability (1,418 ) Balance sheet Accretion to settlement value 644 Statement of operations Accrued interest 505 Statement of operations Balance, June 30, 2018 14,405 Accretion to settlement value 1,301 Statement of operations Accrued interest 125 Statement of operations Interest forgiven upon conversion (47 ) Statement of operations Conversion of Convertible Notes to redeemable convertible preferred stock (15,784 ) Balance sheet Balance, September 30, 2018 - | The Company recognized the following changes in the debt related to the Convertible Notes during the years ended December 31, 2017 and 2018 (in thousands): Financial statement impacted Balance, December 31, 2016 $ 3,903 Issuance of new notes 3,846 Balance sheets Allocation of proceeds to derivative liability (925 ) Balance sheets Accretion to settlement value 419 Statements of operations Accrued interest 431 Statements of operations Balance, December 31, 2017 7,674 Issuance of new notes 7,000 Balance sheets Allocation of proceeds to derivative liability (1,418 ) Balance sheets Accretion to settlement value 1,945 Statements of operations Accrued interest 630 Statements of operations Interest forgiven upon conversion (47 ) Statements of operations Conversion of Convertible Notes to Series A redeemable convertible preferred stock (15,784 ) Balance sheets Balance, December 31, 2018 $ - |
2018 Convertible Note | ||
Schedule of Changes in Convertible Debt | The Company recognized the following changes in the debt related to the 2018 Convertible Note during the year ended December 31, 2018 as well as the three and nine months ended September 30, 2019 and 2018 (in thousands): Financial statement impacted Balance, December 31, 2017 $ 3,985 Accretion to settlement value 28 Statement of operations Accrued interest 83 Statement of operations Balance, June 30, 2018 4,096 Issuance of 2018 Convertible Note 2,000 Balance sheet Accretion to settlement value 23 Statement of operations Accrued interest 19 Statement of operations Interest forgiven upon conversion (289 ) Statement of operations Conversion of Wellcome Trust Convertible Notes to redeemable convertible preferred stock (5,849 ) Balance sheet Balance, September 30, 2018 - Issuance of 2018 Convertible Note 2,700 Balance sheet Allocation of proceeds to derivative liability (375 ) Balance sheet Accretion to settlement value 180 Statement of operations Accrued interest 11 Statement of operations Balance, December 31, 2018 2,516 Issuance of 2018 Convertible Note 3,128 Balance sheet Allocation of proceeds to derivative liability (750 ) Balance sheet Accretion to settlement value 945 Statement of operations Accrued interest 29 Statement of operations Interest forgiven upon conversion (40 ) Statement of operations Conversion of Wellcome Trust Convertible Notes to redeemable convertible preferred stock (5,828 ) Balance sheet Balance, June 30, 2019 $ - | The Company recognized the following changes in the debt related to the Wellcome Trust Notes during the years ended December 31, 2017 and 2018 (in thousands): Financial statement impacted Balance, December 31, 2016 $ 3,331 Issuance of 2015 Convertible Note 404 Balance sheets Allocation of proceeds to derivative liability (71 ) Balance sheets Accretion to settlement value 197 Statements of operations Accrued interest 124 Statements of operations Balance, December 31, 2017 3,985 Issuance of 2018 Convertible Note 2,000 Balance sheets Accretion to settlement value 51 Statements of operations Accrued interest 102 Statements of operations Interest forgiven upon conversion (289 ) Statements of operations Conversion of Wellcome Trust notes to Series A redeemable convertible preferred stock (5,849 ) Balance sheets Balance, August 1, 2018 (date of conversion) - Issuance of 2018 Convertible Note 2,700 Balance sheets Allocation of proceeds to derivative liability (375 ) Balance sheets Accretion to settlement value 180 Statements of operations Accrued interest 11 Statements of operations Balance, December 31, 2018 $ 2,516 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | ||
Schedule of Anti-Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share | The following common stock equivalents presented based on amounts outstanding at each period end, have been excluded from the calculation of diluted net loss per share because including them would have had an anti-dilutive impact: September 30, 2019 2018 Redeemable convertible preferred stock (as converted to common stock) - 9,791,151 Stock options to purchase common stock 4,671,906 2,245,981 Warrants to purchase common stock - 19,986 4,671,906 12,057,118 | The following common stock equivalents presented based on amounts outstanding at each period end, have been excluded from the calculation of diluted net loss per share because including them would have had an anti-dilutive impact: December 31, 2017 2018 Redeemable convertible preferred stock (as converted to common stock) 5,730,513 9,791,151 Stock options to purchase common stock 1,100,224 2,310,369 Warrants to purchase common stock 19,998 19,986 6,850,735 12,121,506 |
Schedule of Computation of Basic and Diluted Net Loss Per Share of Common Stock | The following table sets forth the computation of basic and diluted net loss per share of common stock for the three and nine months ended September 30, 2019 (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Net Loss $ (9,038 ) $ (6,238 ) $ (36,183 ) $ (9,185 ) Weighted-average shares used in computing net loss per share 22,907,349 5 7,755,137 2 Net loss per share, basic and diluted $ (0.39 ) $ (1,247,600 ) $ (4.67 ) $ (4,592,500 ) |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Summary of Stock Option Activity | A summary of the Company’s stock option activity and related information is as follows: Number of Shares Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2018 2,310,369 $ 4.49 7.1 $ 6,420 Granted 2,554,146 11.93 Exercised (38,961 ) 0.11 Forfeited (153,648 ) 5.00 Outstanding as of September 30, 2019 4,671,906 8.58 8.2 36,423 Options vested and expected to vest as of September 30, 2019 4,671,906 $ 8.58 8.2 $ 36,423 Options exercisable as of September 30, 2019 3,111,295 $ 8.00 7.7 $ 26,147 | A summary of the Company’s stock option activity and related information is as follows: Number of Weighted- Per Share Weighted- Aggregate (in thousands) Outstanding as of December 31, 2016 953,797 $ 0.81 5.6 $ 4,425 Granted 146,427 5.45 Exercised - - Forfeited - - Outstanding as of December 31, 2017 1,100,224 1.43 5.2 6,170 Granted 1,231,573 7.24 Exercised - - Forfeited (21,428 ) 5.45 Outstanding as of December 31, 2018 2,310,369 4.49 7.1 6,420 Options vested and expected to vest as of December 31, 2018 2,310,369 $ 4.49 7.1 $ 6,420 Options exercisable as of December 31, 2018 1,109,247 1.93 4.5 5,921 |
Summary of Fair Value of Option Activity Estimated at Date of Grant Using Black-Scholes Model | The fair value of all option activity was estimated at the date of grant using the Black-Scholes model with the following assumptions: Nine Months Ended September 30, 2019 Fair value of options $ 3.83 - 8.05 Fair value of common stock $ 9.20 - 20.02 Expected term (in years) 5.02 - 6.16 Expected volatility 43.57% - 44.41 % Risk-free interest rate 1.76% - 2.44 % Expected dividend yield 0.00 % | The fair value of all option activity was estimated at the date of grant using the Black-Scholes model with the following assumptions: Year Ended December 31, 2017 2018 Fair value of options $2.69 - $2.71 $3.46 - $4.23 Fair value of common stock $5.45 $7.04 - $7.27 Expected term (in years) 6.03 - 6.16 5.65 - 9.34 Expected volatility 49.41% - 50.35 % 45.57% - 48.84 % Risk-free interest rate 1.84% - 2.13 % 2.69% - 3.04 % Expected dividend yield 0.00 % 0.00 % |
Summary of Stock-based Compensation Expense | Stock-based compensation expense is classified in the statements of operations for the three and nine months ended September 30, 2019 and 2018 as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Research and development $ 147 $ 28 $ 371 $ 71 General and administrative 1,496 378 $ 11,217 446 Total stock based compensation expense $ 1,642 $ 406 $ 11,587 $ 517 | Stock-based compensation expense is classified in the statements of operations for the years ended December 31, 2017 and 2018 as follows (in thousands): Year Ended December 31, 2017 2018 Research and development $ 49 $ 107 General and administrative 131 851 Total stock based compensation expense $ 180 $ 958 |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||
Schedule of Fair Value Measurement on Recurring Basis and Indicates the level of Fair Value Hierarchy Utilized | The following tables present information about the Company’s assets and liabilities as of September 30, 2019 and December 31, 2018 that are measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values (in thousands): Fair Value Measurement at September 30, 2019 Using Level 1 Level 2 Level 3 Total Assets: Cash equivalents (Money Market Fund) $ 22,406 $ - $ - $ 22,406 Cash equivalents (US Treasuries) 22,519 22,519 Short-term investments (US Treasuries) 107,461 - - 107,461 Total $ 152,386 $ - $ - $ 152,386 Fair Value Measurement at December 31, 2018 Using Level 1 Level 2 Level 3 Total Assets: Cash equivalents (US Treasuries) $ 5,042 $ - $ - $ 5,042 Short-term investments (US Treasuries) 4,983 - - 4,983 Total $ 10,025 $ - $ - $ 10,025 Liabilities: Derivative instrument $ - $ - $ 389 $ 389 Total $ - $ - $ 389 $ 389 | The following table presents information about the Company’s assets and liabilities as of December 31, 2017 and 2018 that are measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values (in thousands): Fair Value Measurement at December 31, 2018 Using Level 1 Level 2 Level 3 Total Assets: Cash equivalents (US Treasuries) $ 5,042 $ - $ - $ 5,042 Short-term investments 4,983 - - 4,983 Total $ 10,025 $ - $ - $ 10,025 Liabilities: Derivative instrument $ - $ - $ 389 $ 389 Total $ - $ - $ 389 $ 389 Fair Value Measurement at December 31, 2017 Using Level 1 Level 2 Level 3 Total Liabilities: Derivative instrument $ - $ - $ 2,606 $ 2,606 Total $ - $ - $ 2,606 $ 2,606 |
Summary of Estimated Fair Value and Amortized Cost of Short term Investments by Contractual Maturity | The estimated fair value and amortized cost of the Company’s short-term investments by contractual maturity are summarized as follows (in thousands): September 30, 2019 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Due in one year or less $ 107,411 $ 50 $ - $ 107,461 Total $ 107,411 $ 50 $ - $ 107,461 December 31, 2018 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Due in one year or less $ 4,984 $ - $ (1 ) $ 4,983 Total $ 4,984 $ - $ (1 ) $ 4,983 | The estimated fair value and amortized cost of the Company’s short-term investments by contractual maturity are summarized as follows (in thousands): December 31, 2018 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Due in one year or less $ 4,984 $ - $ (1 ) $ 4,983 Total $ 4,984 $ - $ (1 ) $ 4,983 |
Schedule of Changes in Fair Value Derivative Liabilities | The derivative liability is considered a Level 3 liability because its fair value measurement is based, in part, on significant inputs not observed in the market. Any reasonable changes in the assumptions used in the valuation could materially affect the financial results of the Company. The Company recognized the following changes in the fair value of derivative liabilities during the year ended December 31, 2018 and the three and nine months ended September 30, 2019 (in thousands): Balance, December 31, 2017 $ 2,606 Allocation of note issuance proceeds to derivative 1,418 Change in fair value of derivative (2,203 ) Balance, June 30, 2018 1,821 Change in fair value of derivative 2,633 Conversion of convertible debt to Series A preferred stock (4,454 ) Balance, September 30, 2018 - Allocation of note issuance proceeds to derivative 375 Change in fair value of derivative 14 Balance, December 31, 2018 389 Allocation of note issuance proceeds to derivative 750 Change in fair value of derivative 135 Conversion of convertible debt to Series B preferred stock (1,274 ) Balance, June 30, 2019 $ - | The derivative liability is considered a Level 3 liability because its fair value measurement is based, in part, on significant inputs not observed in the market. The Company determined the fair value of the liability as described in Note 5. Any reasonable changes in the assumptions used in the valuation could materially affect the financial results of the Company. The Company recognized the following changes in the fair value of derivative liabilities during the years ended December 31, 2017 and 2018 (in thousands): Balance, December 31, 2016 $ 1,555 Allocation of note issuance proceeds to derivative 996 Change in fair value of derivative 55 Balance, December 31, 2017 2,606 Allocation of note issuance proceeds to derivative 1,418 Change in fair value of derivative 430 Conversion of convertible debt to Series A preferred stock (4,454 ) Balance, August 1, 2018 (date of conversion) - Allocation of note issuance proceeds to derivative 375 Change in fair value of derivative 14 Balance, December 31, 2018 $ 389 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of Future Minimum Lease Payments Under Non-Cancelable Operating Lease Agreements | Future minimum lease payments under non-cancelable As of September 30, Minimum Lease Payments Less than 1 year $ 498 1 to 2 years 504 2 to 3 years 512 3 to 4 years 214 4 to 5 years - Total $ 1,728 | The Company recorded rent expense of less than $0.1 million during the year ended December 31, 2018. Future minimum lease payments under non-cancelable Year Ending December 31, Minimum Lease Payments 2019 $ 335 2020 499 2021 506 2022 514 2023 86 Total $ 1,940 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconcilitation of Effective Tax Rate and Federal Statutory Tax Rate | A reconciliation of the differences between the effective tax rates of the Company for the years ended December 31, 2017 and 2018, respectively, and the U.S. federal statutory tax rate are as follows: Year Ended December 31, 2017 2018 Statutory tax rate 34.0 % 21.0 % State taxes, net of federal benefit 4.1 5.0 Share-based compensation -0.6 -1.0 Change in derivative liability -0.3 -0.5 Non-deductible -6.6 -3.1 Other 0.2 0.0 Tax credits 0.0 3.0 Change in valuation allowance -10.0 -24.4 Impact of 2018 tax rate changes on temporary differences -20.8 0.0 Effective income tax rate 0.0 % 0.0 % |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities at December 31, 2017 and 2018 are as follows (in thousands): December 31, 2017 2018 Deferred tax assets: Operating tax losses $ 2,665 $ 6,288 Tax credit carryforwards - 537 Accrued expenses 66 134 Share-based compensation 131 166 Deferred tax assets 2,862 7,125 Valuation allowance (2,860 ) (7,122 ) Deferred tax liabilities: Depreciation (2 ) (3 ) Deferred tax liabilities (2 ) (3 ) $ - $ - |
Nature of the Business - Additi
Nature of the Business - Additional Information (Detail) $ / shares in Units, $ in Thousands | Jul. 02, 2019USD ($)$ / sharesshares | Jun. 14, 2019 | Mar. 15, 2019USD ($)shares | Apr. 30, 2019shares | Mar. 31, 2019USD ($)shares | Mar. 31, 2018shares | Sep. 30, 2019USD ($)shares | Jun. 30, 2019shares | Sep. 30, 2019USD ($)shares | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($) | Mar. 28, 2019shares |
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Cash flows from operating activities | $ | $ (24,103) | $ (8,513) | $ (15,377) | $ (4,027) | |||||||||
Accumulated deficit | $ | $ (67,738) | (67,738) | (31,555) | (14,043) | |||||||||
Proceeds from convertible debt | $ | 3,128 | 9,000 | 11,700 | $ 4,250 | |||||||||
Conversion of debt outstanding principal value | $ | 7,102 | $ 26,087 | 26,087 | ||||||||||
Cash and cash equivalents and short-term | $ | $ 161,600 | $ 161,600 | |||||||||||
Stock split ratio, description | One-for-1.2987 | ||||||||||||
Stock split, conversion ratio | 1.2987 | ||||||||||||
Common Stock | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Shares issued and sold | 6,414,842 | ||||||||||||
Initial Public Offering | Common Stock | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Shares issued and sold | 6,414,842 | ||||||||||||
Public offering price pre share | $ / shares | $ 16 | ||||||||||||
Net proceeds from initial public offering | $ | $ 93,000 | ||||||||||||
Underwriting discounts and commissions | $ | 7,200 | ||||||||||||
Estimated offering expenses | $ | $ 2,400 | ||||||||||||
Underwriters' Over-Allotment Option [Member] | Common Stock | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Shares issued and sold | 836,718 | ||||||||||||
Series B Redeemable Convertible Preferred Stock | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Redeemable convertible preferred stock, shares issued | 4,953,758 | ||||||||||||
Proceeds from issuance of redeemable convertible preferred stock | $ | $ 75,000 | ||||||||||||
Redeemable convertible preferred stock, new shares issued | 5,422,845 | ||||||||||||
Number of shares issued upon conversion of debt | 137,743 | 331,344 | |||||||||||
Cash and cash equivalents and short-term | $ | $ 13,900 | ||||||||||||
Temporary Equity, shares outstanding | 0 | 5,422,845 | 0 | 0 | |||||||||
Redeemable Convertible Preferred Stock | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Redeemable convertible preferred stock, shares issued | 0 | 0 | |||||||||||
Temporary Equity, shares outstanding | 12,962,045 | 0 | 0 | ||||||||||
Redeemable Convertible Preferred Stock | Common Stock | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Conversion of stock, shares issued | 16,833,790 | ||||||||||||
Subsequent Event | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Stock split ratio, description | One-for-1.2987 | ||||||||||||
Stock split, conversion ratio | 1.2987 | ||||||||||||
Subsequent Event | Series B Redeemable Convertible Preferred Stock | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Redeemable convertible preferred stock, shares issued | 5,285,102 | ||||||||||||
Proceeds from issuance of redeemable convertible preferred stock | $ | $ 75,000 | ||||||||||||
Redeemable convertible preferred stock, new shares issued | 4,953,758 | ||||||||||||
Proceeds from convertible debt | $ | $ 5,000 | $ 5,000 | |||||||||||
Number of shares issued upon conversion of debt | 331,344 | 331,344 | |||||||||||
Conversion of debt outstanding principal value | $ | $ 4,300 | $ 4,300 | |||||||||||
Temporary Equity, shares outstanding | 5,285,102 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Property and Equipment Useful Life (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
Laboratory Equipment | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 5 years |
Computer Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 3 years |
Computer Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 5 years |
Leasehold Improvements | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | Shorter of life of lease or estimated useful life |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Jul. 02, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2017 |
Summary Of Significant Accounting Policies [Line Items] | |||||
Capital leases | $ 0 | $ 0 | $ 0 | ||
Maximum | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Cumulative effect of change on accumulated deficit for awards granted to non-employees | $ 100,000 | ||||
Redeemable Convertible Preferred Stock | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Temporary Equity, shares outstanding | 12,962,045 | 0 | |||
Initial Public Offering | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Deferred offering costs | $ 0 | $ 0 | |||
Common Stock | Redeemable Convertible Preferred Stock | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Conversion of stock, shares issued | 16,833,790 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 145 | $ 13 | |
Less: accumulated depreciation | (7) | (1) | |
Property and equipment, net | $ 176 | 138 | 12 |
Laboratory Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 31 | 5 | |
Computer Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 8 | $ 8 | |
Leasehold Improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 106 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 0.1 | $ 0.1 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets and Accrued Expenses - Schedule of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Prepaid insurance | $ 1,741 | $ 23 | |
Prepaid research and development expenses | 359 | 1,686 | $ 167 |
Other | 223 | ||
Other assets including prepaid insurance | 23 | 8 | |
Total prepaid expenses and other current assets | $ 2,323 | $ 1,709 | $ 175 |
Prepaid Expenses and Other Cu_4
Prepaid Expenses and Other Current Assets and Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | |||
Accrued payroll and related expenses | $ 839 | $ 311 | $ 143 |
Accrued research and development expenses | 198 | 100 | 119 |
Professional fees | 229 | 75 | 133 |
Other | 53 | 52 | 38 |
Total accrued expenses | $ 1,319 | $ 538 | $ 433 |
Convertible Notes Payable - Add
Convertible Notes Payable - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | 60 Months Ended | ||||||||
Apr. 30, 2019 | Mar. 31, 2019 | Nov. 30, 2018 | Jul. 31, 2018 | Jun. 30, 2018 | Jul. 31, 2015 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2018 | Jun. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||||||||||||||
Proceeds from issuance of convertible notes | $ 3,128,000 | $ 9,000,000 | $ 11,700,000 | $ 4,250,000 | |||||||||||
Wellcome Trust | Maximum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Gross proceeds from the issuance of a convertible note | 3,800,000 | ||||||||||||||
2015 Convertible Notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Gross proceeds from the issuance of a convertible note | 404,000 | ||||||||||||||
Allocation of proceeds to derivative liability | $ 500,000 | (71,000) | |||||||||||||
2015 Convertible Notes | Wellcome Trust | Maximum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Gross proceeds from the issuance of a convertible note | $ 3,800,000 | ||||||||||||||
2018 Convertible Note | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Gross proceeds from the issuance of a convertible note | $ 2,000,000 | $ 2,700,000 | $ 2,000,000 | $ 2,700,000 | $ 3,128,000 | ||||||||||
Interest on unpaid principal balance of convertible notes | 2.00% | 2.00% | 2.00% | ||||||||||||
Allocation of proceeds to derivative liability | $ 400,000 | $ (375,000) | $ (375,000) | $ (750,000) | |||||||||||
Proceeds from issuance of convertible notes | 2,700,000 | ||||||||||||||
Debt issuance cost | 0 | ||||||||||||||
Convertible notes outstanding | 0 | ||||||||||||||
2018 Convertible Note | Maximum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Percentage of debt discount conversion price | 25.00% | ||||||||||||||
2018 Convertible Note | Minimum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Percentage of debt discount conversion price | 0.00% | ||||||||||||||
2018 Convertible Note | Wellcome Trust | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Gross proceeds from the issuance of a convertible note | $ 1,600,000 | $ 1,600,000 | 2,700,000 | 2,000,000 | |||||||||||
2018 Convertible Note | Wellcome Trust | Maximum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Gross proceeds from the issuance of a convertible note | $ 2,700,000 | $ 2,000,000 | $ 8,000,000 | 100,000 | |||||||||||
Convertible Notes [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest on unpaid principal balance of convertible notes | 10.00% | 10.00% | 10.00% | ||||||||||||
Proceeds from issuance of convertible notes | 14,000,000 | $ 3,100,000 | |||||||||||||
Interest rate effective percentage | 15.00% | 15.00% | 15.00% | ||||||||||||
Convertible notes outstanding | 0 | ||||||||||||||
Convertible Notes [Member] | Maximum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Percentage of debt discount conversion price | 25.00% | ||||||||||||||
Convertible Notes [Member] | Minimum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Percentage of debt discount conversion price | 0.00% | ||||||||||||||
Convertible Notes [Member] | PureTech Health | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Proceeds from issuance of convertible notes | $ 13,500,000 | $ 7,000,000 | 3,800,000 | $ 2,600,000 | |||||||||||
Debt issuance cost | $ 0 | $ 0 | $ 0 | $ 0 |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Changes in Convertible Debt (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Nov. 30, 2018 | Jul. 31, 2018 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | |||||||||||
Beginning Balance | $ 7,674 | $ 7,674 | $ 7,674 | ||||||||
Beginning balance | $ 2,516 | 3,985 | $ 2,516 | 3,985 | 3,985 | ||||||
Issuance of new notes | (3,128) | (9,000) | (11,700) | $ (4,250) | |||||||
Conversion of Convertible Notes to redeemable convertible preferred stock | (7,102) | (26,087) | (26,087) | ||||||||
Ending Balance | 7,674 | ||||||||||
Ending Balance | $ 2,516 | $ 2,516 | 2,516 | 3,985 | |||||||
2015 Convertible Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Beginning balance | 3,985 | 3,985 | 3,985 | 3,331 | |||||||
Issuance of Convertible Note | 404 | ||||||||||
Allocation of proceeds to derivative liability | 500 | (71) | |||||||||
Accretion to settlement value | 197 | ||||||||||
Accrued interest | 124 | ||||||||||
Ending Balance | 3,985 | ||||||||||
2018 Convertible Note | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Beginning balance | $ 4,096 | $ 4,096 | 2,516 | 3,985 | $ 2,516 | 3,985 | 3,985 | ||||
Issuance of new notes | $ (2,700) | ||||||||||
Issuance of Convertible Note | 2,000 | 2,700 | 2,000 | 2,700 | 3,128 | ||||||
Allocation of proceeds to derivative liability | $ 400 | (375) | (375) | (750) | |||||||
Accretion to settlement value | 51 | 180 | 23 | 180 | 945 | 28 | |||||
Accrued interest | 102 | 11 | 19 | 11 | 29 | 83 | |||||
Interest forgiven upon conversion | (289) | (289) | (40) | ||||||||
Conversion of Convertible Notes to redeemable convertible preferred stock | (5,849) | (5,849) | $ (5,828) | ||||||||
Ending Balance | $ 2,516 | $ 2,516 | 4,096 | 2,516 | 3,985 | ||||||
Convertible Debt [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Beginning Balance | $ 14,405 | 14,405 | 7,674 | $ 7,674 | 7,674 | 3,903 | |||||
Issuance of new notes | 7,000 | 7,000 | 3,846 | ||||||||
Allocation of proceeds to derivative liability | (1,418) | (1,418) | (925) | ||||||||
Accretion to settlement value | 1,301 | 644 | 1,945 | 419 | |||||||
Accrued interest | 125 | 505 | 630 | 431 | |||||||
Interest forgiven upon conversion | (47) | (47) | |||||||||
Conversion of Convertible Notes to redeemable convertible preferred stock | $ (15,784) | $ (15,784) | |||||||||
Ending Balance | $ 14,405 | $ 7,674 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock - Additional Information (Detail) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | 36 Months Ended | |||||||||
Apr. 30, 2019 | Mar. 31, 2019 | Aug. 31, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2011 | Jul. 02, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2016 | |
Temporary Equity [Line Items] | |||||||||||||
Payments of stock issuance costs | $ 2,409,000 | ||||||||||||
Proceeds from issuance of convertible notes | $ 3,128,000 | $ 9,000,000 | $ 11,700,000 | $ 4,250,000 | |||||||||
Wellcome Trust Notes | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Proceeds from issuance of convertible notes | $ 1,600,000,000 | ||||||||||||
Redeemable Convertible Preferred Stock | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Redeemable convertible preferred stock, shares authorized | 0 | ||||||||||||
Redeemable convertible preferred stock, shares issued | 0 | ||||||||||||
Redeemable convertible preferred stock, shares outstanding | 0 | 12,962,045 | |||||||||||
Series Seed Preferred Stock [Member] | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Stock issuance price per share | $ 1 | ||||||||||||
Series A Redeemable Convertible Preferred Stock | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Redeemable convertible preferred stock, shares authorized | 3,126,700 | 0 | 3,126,700 | 0 | |||||||||
Redeemable convertible preferred stock, shares issued | 1,188,707 | ||||||||||||
Stock issuance price per share | $ 13.46 | $ 13.46 | |||||||||||
Proceeds from issuance of redeemable convertible preferred stock | $ 16,000,000 | ||||||||||||
Payments of stock issuance costs | $ 100,000 | ||||||||||||
Number of shares issued upon conversion of debt | 1,937,993 | ||||||||||||
Redeemable convertible preferred stock, shares outstanding | 0 | 3,126,700 | 3,126,700 | 0 | 3,126,700 | ||||||||
Series Seed Redeemable Convertible Preferred Stock | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Redeemable convertible preferred stock, shares authorized | 0 | 4,412,500 | 4,412,500 | 4,412,500 | |||||||||
Redeemable convertible preferred stock, shares issued | 4,412,500 | ||||||||||||
Stock issuance price per share | $ 0.0001 | ||||||||||||
Redeemable convertible preferred stock, shares outstanding | 0 | 4,412,500 | 4,412,500 | 4,412,500 | 4,412,500 | 4,412,500 | 4,412,500 | ||||||
Series B Redeemable Convertible Preferred Stock | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Redeemable convertible preferred stock, shares authorized | 5,422,845 | 0 | 0 | ||||||||||
Redeemable convertible preferred stock, shares issued | 4,953,758 | ||||||||||||
Stock issuance price per share | $ 15.14 | ||||||||||||
Proceeds from issuance of redeemable convertible preferred stock | $ 75,000,000 | ||||||||||||
Payments of stock issuance costs | $ 200,000 | ||||||||||||
Number of shares issued upon conversion of debt | 137,743 | 331,344 | |||||||||||
Redeemable convertible preferred stock, shares outstanding | 0 | 0 | 5,422,845 | ||||||||||
Minimum | Redeemable Convertible Preferred Stock | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Gross proceeds from qualified initial public offering for automatic conversion of preferred stock | $ 50,000,000 | ||||||||||||
Maximum | Series Seed Redeemable Convertible Preferred Stock | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Proceeds from issuance of redeemable convertible preferred stock | $ 100,000 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Dec. 31, 2018 | Aug. 21, 2018 | Dec. 31, 2017 | |
Equity [Abstract] | ||||
Common stock, shares authorized | 150,000,000 | 12,337,650 | 7,142,850 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares outstanding | 23,412,754 | 12 | 0 | 0 |
Dividends declared | $ 0 | $ 0 |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Detail) - USD ($) $ in Thousands | Aug. 21, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Common stock, shares outstanding | 0 | 23,412,754 | 23,412,754 | 12 | 0 | ||||
Net loss per share | $ (9,038) | $ (6,238) | $ (27,145) | $ (2,947) | $ (36,183) | $ (9,185) | $ (17,512) | $ (6,032) | |
PureTech Health | |||||||||
Exercise of warrant to purchase shares of common stock | 12 | ||||||||
Weighted average common stock, shares outstanding | 4 | ||||||||
Net loss per share | $ 4,400 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Anti-Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share (Detail) - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of earnings per share, amount | 4,671,906 | 12,057,118 | 12,121,506 | 6,850,735 |
Redeemable Convertible Preferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of earnings per share, amount | 9,791,151 | 9,791,151 | 5,730,513 | |
Share-based Payment Arrangement, Option | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of earnings per share, amount | 4,671,906 | 2,245,981 | 2,310,369 | 1,100,224 |
Warrant | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of earnings per share, amount | 19,986 | 19,986 | 19,998 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Detail) - USD ($) | May 16, 2019 | Mar. 31, 2019 | Aug. 31, 2018 | Oct. 31, 2016 | Sep. 30, 2009 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 31, 2016 | May 31, 2019 | Dec. 31, 2016 | Apr. 30, 2011 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Unrecognized compensation cost | $ 6,100,000 | $ 3,800,000 | ||||||||||
Unrecognized compensation costs, weighted average recognition period | 2 years 7 months 6 days | 2 years 1 month 6 days | ||||||||||
Proceeds from exercise of warrant | $ 58,000 | |||||||||||
Number of shares outstanding | 4,671,906 | 2,310,369 | 1,100,224 | 953,797 | ||||||||
Restricted Stock Units (RSUs) | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Average grant date fair value, per share | $ 10.97 | |||||||||||
Unrecognized compensation expense related to unvested RSUs | $ 0 | |||||||||||
Restricted Stock Units (RSUs) | Common Stock | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Restricted stock units, shares vested with respective common stock | 105,163 | |||||||||||
PureTech Health | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Unrecognized compensation cost | $ 0 | |||||||||||
Exchange for a warrant to purchase shares of common stock | 19,998 | 19,998 | ||||||||||
Warrant vested monthly as service performance, period | 24 months | 24 months | ||||||||||
Warrant purchase price, per share | $ 2.92 | $ 2.92 | ||||||||||
Exercise of warrant to purchase shares of common stock | 19,986 | 12 | ||||||||||
Proceeds from exercise of warrant | $ 100,000 | |||||||||||
Outstanding warrants | 0 | |||||||||||
PureTech Health | Maximum | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Total expense of warrant | $ 100,000 | $ 100,000 | ||||||||||
Proceeds from exercise of warrant | $ 100,000 | |||||||||||
Two Thousand And Nine Stock Incentive Plan | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Aggregate common share issuable | 142,705 | 1,412,336 | ||||||||||
Increase aggregate common shares issuable | 3,911,138 | |||||||||||
Expiration period | 10 years | |||||||||||
Vesting period | 4 years | |||||||||||
Share based compensation arrangement by share based payment award termination date | Jul. 31, 2019 | |||||||||||
Two Thousand And Nine Stock Incentive Plan | Series A Preferred Stock | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Increase aggregate common shares issuable | 2,453,074 | |||||||||||
Two Thousand And Nine Stock Incentive Plan | Series B Preferred Stock | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Increase aggregate common shares issuable | 3,911,138 | |||||||||||
Two Thousand And Nine Stock Incentive Plan | Stock Options And Restricted Stock Units | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of shares outstanding | 3,839,545 | |||||||||||
Two Thousand And Nine Stock Incentive Plan | Maximum | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Aggregate common share issuable | 1,298,700 | |||||||||||
Two Thousand And Nineteen Stock Options And Incentive Plan | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Aggregate common share issuable | 772,308 | |||||||||||
Expiration period | 10 years | |||||||||||
Vesting period | 4 years | |||||||||||
Number of shares outstanding | 937,524 | |||||||||||
Common stock reserved for future issuance | 1,709,832 | |||||||||||
Automatic increase in stock issuance as percentage on outstanding stock | 4.00% | |||||||||||
Stock option and incentive plan expiration date | May 31, 2019 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Compensation Related Costs [Abstract] | ||||
Number of Shares, Outstanding, beginning of period | 2,310,369 | 1,100,224 | 953,797 | |
Number of Shares, Granted | 2,554,146 | 1,231,573 | 146,427 | |
Number of Shares, Exercised | 38,961 | |||
Number of Shares, Forfeited | 153,648 | 21,428 | ||
Number of Shares, Outstanding, end of period | 4,671,906 | 2,310,369 | 1,100,224 | 953,797 |
Number of Shares, Options vested and expected to vest | 4,671,906 | 2,310,369 | ||
Number of Shares, Options exercisable | 3,111,295 | 1,109,247 | ||
Weighted-Average Exercise Price Per Share, Outstanding, beginning of period | $ 4.49 | $ 1.43 | $ 0.81 | |
Weighted-Average Exercise Price Per Share, Outstanding, Granted | 11.93 | 7.24 | 5.45 | |
Weighted-Average Exercise Price Per Share, Outstanding, Exercised | 0.11 | |||
Weighted-Average Exercise Price Per Share, Outstanding, Forfeited | 5 | 5.45 | ||
Weighted-Average Exercise Price Per Share, Outstanding, end of period | 8.58 | 4.49 | $ 1.43 | $ 0.81 |
Weighted-Average Exercise Price Per Share, Options vested and expected to vest | 8.58 | 4.49 | ||
Weighted-Average Exercise Price Per Share, Options exercisable | $ 8 | $ 1.93 | ||
Weighted-Average Remaining Contractual Term, Outstanding (Years) | 82 months 12 days | 7 years 1 month 6 days | 5 years 2 months 12 days | 5 years 7 months 6 days |
Weighted-Average Remaining Contractual Term, Options vested and expected to vest | 8 years 2 months 12 days | 7 years 1 month 6 days | ||
Weighted-Average Remaining Contractual Term, Options exercisable | 7 years 8 months 12 days | 4 years 6 months | ||
Aggregate Intrinsic Value, Outstanding | $ 36,423 | $ 6,420 | $ 6,170 | $ 4,425 |
Weighted-Average Remaining Contractual Term, Outstanding (Years) | 82 months 12 days | 7 years 1 month 6 days | 5 years 2 months 12 days | 5 years 7 months 6 days |
Aggregate Intrinsic Value, Options vested and expected to vest | $ 36,423 | $ 6,420 | ||
Aggregate Intrinsic Value, Options exercisable | $ 26,147 | $ 5,921 |
Stock-based Compensation - Su_2
Stock-based Compensation - Summary of Fair Value of Option Activity Estimated at Date of Grant Using Black-Scholes Model (Detail) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of common stock | $ 5.45 | ||
Expected volatility, minimum | 43.57% | 45.57% | 49.41% |
Expected volatility, maximum | 44.41% | 48.84% | 50.35% |
Risk-free interest rate, minimum | 1.76% | 2.69% | 1.84% |
Risk-free interest rate, maximum | 2.44% | 3.04% | 2.13% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of options | $ 3.83 | $ 3.46 | $ 2.69 |
Fair value of common stock | $ 9.20 | $ 7.04 | |
Expected term (in years) | 5 years 7 days | 5 years 7 months 24 days | 6 years 10 days |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of options | $ 8.05 | $ 4.23 | $ 2.71 |
Fair value of common stock | $ 20.02 | $ 7.27 | |
Expected term (in years) | 6 years 1 month 28 days | 9 years 4 months 2 days | 6 years 1 month 28 days |
Stock-based Compensation - Su_3
Stock-based Compensation - Summary of Stock-based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total stock based compensation expense | $ 1,642 | $ 406 | $ 11,587 | $ 517 | $ 958 | $ 180 |
Research and Development Expense | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total stock based compensation expense | 147 | 28 | 371 | 71 | 107 | 49 |
General and Administrative Expense | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total stock based compensation expense | $ 1,496 | $ 378 | $ 11,217 | $ 446 | $ 851 | $ 131 |
Fair Value of Financial Asset_3
Fair Value of Financial Assets and Liabilities - Schedule of Fair Value Measurement on Recurring Basis and Indicates the level of Fair Value Hierarchy Utilized (Detail) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Assets: | |||
Short-term investments | $ 107,461,000 | $ 4,983,000 | |
Liabilities: | |||
Derivative instrument | 0 | 389,000 | $ 2,606,000 |
Recurring | |||
Assets: | |||
Total | 152,386,000 | 10,025,000 | |
Liabilities: | |||
Derivative instrument | 389,000 | 2,606,000 | |
Total | 389,000 | 2,606,000 | |
Recurring | US Treasury Securities | |||
Assets: | |||
Cash equivalents | 22,519,000 | 5,042,000 | |
Short-term investments | 107,461,000 | 4,983,000 | |
Recurring | Money Market Funds | |||
Assets: | |||
Cash equivalents | 22,406,000 | ||
Recurring | Fair Value, Inputs, Level 1 | |||
Assets: | |||
Total | 152,386,000 | 10,025,000 | |
Recurring | Fair Value, Inputs, Level 1 | US Treasury Securities | |||
Assets: | |||
Cash equivalents | 22,519,000 | 5,042,000 | |
Short-term investments | 107,461,000 | 4,983,000 | |
Recurring | Fair Value, Inputs, Level 1 | Money Market Funds | |||
Assets: | |||
Cash equivalents | $ 22,406,000 | ||
Recurring | Fair Value, Inputs, Level 3 | |||
Liabilities: | |||
Derivative instrument | 389,000 | 2,606,000 | |
Total | $ 389,000 | $ 2,606,000 |
Fair Value of Financial Asset_4
Fair Value of Financial Assets and Liabilities - Summary of Estimated Fair Value and Amortized Cost of Short term Investments by Contractual Maturity (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||
Due in one year or less, Amortized cost | $ 107,411 | $ 4,984 |
Due in one year or less, Unrealized gains | 50 | |
Due in one year or less, Unrealized losses | (1) | |
Due in one year or less, Fair value | 107,461 | 4,983 |
Amortized Cost | 107,411 | 4,984 |
Unrealized Gains | 50 | |
Unrealized Losses | (1) | |
Fair Value | $ 107,461 | $ 4,983 |
Fair Value of Financial Asset_5
Fair Value of Financial Assets and Liabilities - Schedule of Changes in Fair Value Derivative Liabilities (Detail) - Derivative Financial Instruments, Liabilities - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jul. 31, 2018 | Dec. 31, 2017 | |
Derivatives, Fair Value [Line Items] | |||||||
Balance | $ 1,821 | $ 389 | $ 2,606 | $ 2,606 | $ 1,555 | ||
Allocation of note issuance proceeds to derivative | $ 375 | $ 375 | 750 | 1,418 | 1,418 | 996 | |
Change in fair value of derivative | 14 | 2,633 | 14 | 135 | (2,203) | 430 | 55 |
Balance | $ 389 | $ 389 | $ 1,821 | $ 2,606 | |||
Series A Preferred Stock | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Conversion of convertible debt | $ (4,454) | $ (1,274) | $ (4,454) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
May 31, 2012USD ($) | Mar. 31, 2011USD ($)Patent | Sep. 30, 2019USD ($)Milestone | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($)Milestone | Dec. 31, 2017USD ($) | |
Commitments And Contingencies [Line Items] | ||||||
Rent expense | $ 300,000 | |||||
Contingency reserves for litigation | 0 | $ 0 | ||||
Maximum | ||||||
Commitments And Contingencies [Line Items] | ||||||
Rent expense | 100,000 | |||||
Patent License | PureTech Health | ||||||
Commitments And Contingencies [Line Items] | ||||||
Number of patents pending related to methods and compositions | Patent | 2 | |||||
Upfront payment | $ 0 | |||||
Contingent milestone payments payable | 10,000,000 | |||||
Expenses incurred | 0 | $ 0 | 0 | $ 0 | ||
Outstanding liabilities | $ 0 | $ 0 | $ 0 | |||
Patent License | PureTech Health | Maximum | ||||||
Commitments And Contingencies [Line Items] | ||||||
Contingent milestone payments payable | $ 10,000,000 | |||||
Percentage of royalties payable on income from sublicensee, excluding royalties | 25.00% | |||||
Patent License | PureTech Health | Minimum | ||||||
Commitments And Contingencies [Line Items] | ||||||
Percentage of royalties payable on income from sublicensee, excluding royalties | 15.00% | |||||
Intellectual Property License Agreement | Eli Lilly and Company | ||||||
Commitments And Contingencies [Line Items] | ||||||
Upfront payment | $ 100,000 | |||||
Number of milestones reached | Milestone | 0 | 0 | ||||
Milestone payments | $ 0 | $ 0 | ||||
Royalty expiration term | 6 years | |||||
License agreement term | 15 years | |||||
Intellectual Property License Agreement | Eli Lilly and Company | Maximum | ||||||
Commitments And Contingencies [Line Items] | ||||||
Contingent milestone payments payable | $ 16,000,000 | |||||
Milestone payments payable | 70,000,000 | |||||
Commercial milestone payments payable | $ 54,000,000 | |||||
Office Space | Massachusetts | ||||||
Commitments And Contingencies [Line Items] | ||||||
Lease term | 51 months | |||||
Lease commencement period | 2018-12 | 2018-12 | ||||
Lease expiration period | 2023-02 | 2023-02 | ||||
Restricted cash | $ 100,000 | $ 100,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under Non-Cancelable Operating Lease Agreements (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Commitments and Contingencies Disclosure [Abstract] | ||
2019 | $ 335 | |
Less than 1 year | $ 498 | |
1 to 2 years | 504 | 499 |
2 to 3 years | 512 | 506 |
3 to 4 years | 214 | 514 |
2023 | 86 | |
Total | $ 1,728 | $ 1,940 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Corporate tax rate | 21.00% | 35.00% | ||||
Income tax benefit | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Valuation allowance increase related to current year operating loss and tax credits | 4,300 | |||||
Domestic Tax Authority | ||||||
Net operating loss carryforwards | 23,000 | |||||
Domestic Tax Authority | Begin to expire in 2029 | ||||||
Net operating loss carryforwards | 9,700 | |||||
Domestic Tax Authority | Indefinite Carryforward | ||||||
Net operating loss carryforwards | 13,300 | |||||
Domestic Tax Authority | Research Tax Credit Carryforward | ||||||
Research credits carryforwards | $ 500 | |||||
Research credits carryforwards, expiration year | 2038 | |||||
State and Local Jurisdiction | Begin to expire in 2029 | ||||||
Net operating loss carryforwards | $ 22,900 | |||||
State and Local Jurisdiction | Research Tax Credit Carryforward | ||||||
Research credits carryforwards, expiration year | 2033 | |||||
State and Local Jurisdiction | Research Tax Credit Carryforward | Maximum | ||||||
Research credits carryforwards | $ 100 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Effective Tax Rate and Federal Statutory Tax Rate (Detail) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Statutory tax rate | 21.00% | 34.00% |
State taxes, net of federal benefit | 5.00% | 4.10% |
Share-based compensation | (1.00%) | (0.60%) |
Change in derivative liability | (0.50%) | (0.30%) |
Non-deductible interest expense | (3.10%) | (6.60%) |
Other | 0.00% | 0.20% |
Tax credits | 3.00% | (0.00%) |
Change in valuation allowance | (24.40%) | (10.00%) |
Impact of 2018 tax rate changes on temporary differences | 0.00% | (20.80%) |
Effective income tax rate | 0.00% | 0.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets | ||
Operating tax losses | $ 6,288 | $ 2,665 |
Tax credit carryforwards | 537 | |
Accrued expenses | 134 | 66 |
Share-based compensation | 166 | 131 |
Deferred tax assets | 7,125 | 2,862 |
Valuation allowance | (7,122) | (2,860) |
Deferred tax liabilities: | ||
Depreciation | (3) | (2) |
Deferred tax liabilities | (3) | (2) |
Total | $ 0 | $ 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - PureTech Health - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | ||||
General and administrative expenses incurred | $ 200,000 | $ 200,000 | $ 200,000 | |
Outstanding current liabilities due to related party | $ 100,000 | $ 700,000 | ||
Maximum | ||||
Related Party Transaction [Line Items] | ||||
General and administrative expenses incurred | $ 100,000 | |||
Outstanding current liabilities due to related party | $ 100,000 |
401(k) Savings Plan - Additiona
401(k) Savings Plan - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined contribution plan, plan name | 401(k) | 401(k) | ||
Maximum | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Total contribution matching expense | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 |
Stock Split - Additional Inform
Stock Split - Additional Information (Detail) | Jun. 14, 2019 | Sep. 30, 2019 |
Stock split conversion ratio | 1.2987 | |
Stock split ratio, description | One-for-1.2987 | |
Subsequent Event | ||
Stock split conversion ratio | 1.2987 | |
Stock split ratio, description | One-for-1.2987 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Mar. 28, 2019 | Mar. 19, 2019 | Mar. 15, 2019 | Mar. 01, 2019 | Aug. 21, 2018 | Apr. 30, 2019 | Mar. 31, 2019 | Aug. 31, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2011 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2016 |
Subsequent Event [Line Items] | ||||||||||||||||||
Proceeds from convertible debt | $ 3,128,000 | $ 9,000,000 | $ 11,700,000 | $ 4,250,000 | ||||||||||||||
Amount of stock issued | $ 93,044,000 | |||||||||||||||||
Conversion of debt outstanding principal value | 7,102,000 | $ 26,087,000 | $ 26,087,000 | |||||||||||||||
Proceeds from warrant exercises | $ 58,000 | |||||||||||||||||
PureTech Health | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Exercise of warrant to purchase shares of common stock | 12 | |||||||||||||||||
Series B Redeemable Convertible Preferred Stock | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Cash proceeds received from new investors | $ 75,000,000 | |||||||||||||||||
Number of shares issued upon conversion of debt | 137,743 | 331,344 | ||||||||||||||||
Temporary Equity, shares authorized | 5,422,845 | 0 | 0 | 0 | ||||||||||||||
Temporary Equity, shares outstanding | 0 | 0 | 0 | 5,422,845 | ||||||||||||||
Series Seed Redeemable Convertible Preferred Stock | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Temporary Equity, shares authorized | 0 | 0 | 4,412,500 | 4,412,500 | 4,412,500 | |||||||||||||
Temporary Equity, shares outstanding | 0 | 0 | 4,412,500 | 4,412,500 | 4,412,500 | 4,412,500 | 4,412,500 | 4,412,500 | ||||||||||
Series Seed Redeemable Convertible Preferred Stock | Maximum | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Cash proceeds received from new investors | $ 100,000 | |||||||||||||||||
Series A Redeemable Convertible Preferred Stock | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Cash proceeds received from new investors | $ 16,000,000 | |||||||||||||||||
Number of shares issued upon conversion of debt | 1,937,993 | |||||||||||||||||
Temporary Equity, shares authorized | 3,126,700 | 0 | 0 | 3,126,700 | 0 | |||||||||||||
Temporary Equity, shares outstanding | 0 | 0 | 3,126,700 | 3,126,700 | 0 | 3,126,700 | ||||||||||||
Subsequent Event | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Temporary Equity, shares authorized | 12,962,045 | 12,031,700 | ||||||||||||||||
Subsequent Event | 2009 Stock Incentive Plan | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Number of shares reserved for future issuance | 1,458,064 | |||||||||||||||||
Increase in number of share reserved for future issuance | 3,911,138 | |||||||||||||||||
Subsequent Event | PureTech Health | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Exercise of warrant to purchase shares of common stock | 19,986 | |||||||||||||||||
Proceeds from warrant exercises | $ 100,000 | |||||||||||||||||
Subsequent Event | 2018 Convertible Note | Wellcome Trust Notes | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Proceeds from convertible debt | $ 1,600,000 | |||||||||||||||||
Subsequent Event | Series B Preferred Stock | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Preferred share issued | 792,602 | 4,492,500 | ||||||||||||||||
Amount of stock issued | $ 68,000,000 | |||||||||||||||||
Cash proceeds received from new investors | $ 12,000,000 | 63,000,000 | ||||||||||||||||
Subsequent Event | Series B Preferred Stock | Maximum | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Additional preferred stock authorized | 930,345 | |||||||||||||||||
Subsequent Event | Series B Redeemable Convertible Preferred Stock | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Proceeds from convertible debt | 5,000,000 | $ 5,000,000 | ||||||||||||||||
Cash proceeds received from new investors | 75,000,000 | |||||||||||||||||
Conversion of debt outstanding principal value | $ 4,300,000 | $ 4,300,000 | ||||||||||||||||
Number of shares issued upon conversion of debt | 331,344 | 331,344 | ||||||||||||||||
Temporary Equity, shares authorized | 5,422,845 | 4,492,500 | ||||||||||||||||
Temporary Equity, shares outstanding | 5,285,102 | |||||||||||||||||
Subsequent Event | Series Seed Redeemable Convertible Preferred Stock | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Temporary Equity, shares authorized | 4,412,500 | 4,412,500 | ||||||||||||||||
Subsequent Event | Series A Redeemable Convertible Preferred Stock | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Temporary Equity, shares authorized | 3,126,700 | 3,126,700 |
Preferred Stock - Additional In
Preferred Stock - Additional Information (Detail) - $ / shares | Sep. 30, 2019 | Jul. 02, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 10,000,000 | 0 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares outstanding | 0 | 0 | |
Initial Public Offering | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 10,000,000 | ||
Preferred stock, par value | $ 0.0001 |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Computation of Basic and Diluted Net Loss Per Share of Common Stock (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share, Basic and Diluted [Abstract] | ||||||||
Net loss | $ (9,038) | $ (6,238) | $ (27,145) | $ (2,947) | $ (36,183) | $ (9,185) | $ (17,512) | $ (6,032) |
Weighted-average shares used in computing net loss per share | 22,907,349 | 5 | 7,755,137 | 2 | 4 | |||
Net loss per share, basic and diluted | $ (0.39) | $ (1,247,600) | $ (4.67) | $ (4,592,500) | $ (4,378,000) |
Fair Value of Financial Asset_6
Fair Value of Financial Assets and Liabilities - Additional Information (Detail) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | |||
Derivative liability | $ 0 | $ 389,000 | $ 2,606,000 |