Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 10, 2020 | Oct. 31, 2019 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Interactive Data Current | Yes | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | PHATHOM PHARMACEUTICALS, INC. | ||
Entity Central Index Key | 0001783183 | ||
Entity Tax Identification Number | 82-4151574 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity File Number | 001-39094 | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Small Business | true | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 100 Campus Drive | ||
Entity Address, Address Line Two | Suite 102 | ||
Entity Address, City or Town | Florham Park | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 07932 | ||
City Area Code | 877 | ||
Local Phone Number | 742-8466 | ||
Entity Common Stock, Shares Outstanding | 28,964,506 | ||
Entity Public Float | $ 366.4 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | PHAT | ||
Security Exchange Name | NASDAQ | ||
Documents Incorporated by Reference | Certain sections of the registrant’s definitive proxy statement for the 2020 annual meeting of stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10-K are incorporated by reference into Part III of this Form 10-K. |
Combined Balance Sheets
Combined Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 243,765 | $ 879 |
Prepaid expenses and other current assets (including related party amounts of $0 and $19, respectively) | 11,836 | 23 |
Total current assets | 255,601 | 902 |
Property, plant and equipment, net | 463 | |
Operating lease right-of-use assets | 933 | |
Other long-term assets | 181 | |
Total assets | 257,178 | 902 |
Current liabilities: | ||
Accounts payable (including related party amounts of $200 and $45, respectively) | 699 | 55 |
Accrued expenses (including related party amounts of $308 and $2, respectively) | 2,319 | 170 |
Accrued interest (including related party amounts of $0 and $13, respectively) | 156 | 13 |
Convertible promissory notes payable at fair value (including related party amounts of $0 and $1,950, respectively) | 1,950 | |
Operating lease liabilities, current | 161 | |
Warrant liabilities | 413 | |
Total current liabilities | 3,748 | 2,188 |
Long-term debt, net of discount | 22,777 | |
Operating lease liabilities | 635 | |
Other long-term liabilities | 2,063 | |
Total liabilities | 29,223 | 2,188 |
Commitments and contingencies (Note 4) | ||
Stockholders’ equity (deficit): | ||
Common stock, $0.0001 par value; authorized shares —400,000,000 at December 31, 2019; issued shares— 28,964,506 at December 31, 2019; outstanding shares— 24,728,258 at December 31, 2019; | 2 | |
Additional paid-in capital | 484,372 | 2 |
Accumulated deficit | (256,419) | (1,288) |
Total stockholders’ equity (deficit) | 227,955 | (1,286) |
Total liabilities and stockholders’ equity | $ 257,178 | $ 902 |
Combined Balance Sheets (Parent
Combined Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Statement Of Financial Position [Abstract] | ||
Prepaid expenses and other current assets, related parties | $ 0 | $ 19 |
Accounts payable, related parties | 200 | 45 |
Accrued expenses, related parties | 308 | 2 |
Accrued interest, related parties | 0 | 13 |
Convertible promissory notes payable at fair value, related parties | $ 0 | $ 1,950 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized shares | 400,000,000 | |
Common stock, issued shares | 28,964,506 | |
Common stock, outstanding shares | 24,728,258 |
Combined Statements of Operatio
Combined Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating expenses: | ||
Research and development (includes related party amounts of $1,243 and $0, respectively) | $ 20,374 | $ 20 |
In-process research and development | 78,897 | |
General and administrative (includes related party amounts of $312 and $321, respectively) | 6,944 | 1,205 |
Total operating expenses | 106,215 | 1,225 |
Loss from operations | (106,215) | (1,225) |
Other income (expense): | ||
Interest income | 1,089 | |
Interest expense (includes related party amounts of $(590) and $(13), respectively) | (4,177) | (13) |
Change in fair value of warrant liabilities (includes related party amounts of ($96,278) and ($0), respectively) | (96,272) | |
Change in fair value of convertible promissory notes (includes related party amounts of ($10,941) and ($50), respectively) | (49,546) | (50) |
Other income (expense) | (10) | |
Total other income (expense) | (148,916) | (63) |
Net loss | $ (255,131) | $ (1,288) |
Net loss per share, basic and diluted | $ (22.45) | $ (0.21) |
Weighted-average shares of common stock outstanding, basic and diluted | 11,366,916 | 6,051,675 |
Combined Statements of Operat_2
Combined Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Research and development expenses, related party | $ 1,243 | $ 0 |
General and administrative expenses, related party | 312 | 321 |
Interest expense, related party | (590) | (13) |
Change in fair value of warrant liabilities, related party | (96,278) | 0 |
Change in fair value of convertible promissory notes, related party | $ (10,941) | $ (50) |
Combined Statements of Stockhol
Combined Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Takeda License | IPO | Common Stock | Common StockFrazier | Common StockTakeda License | Common StockIPO | Additional Paid-in Capital | Additional Paid-in CapitalTakeda License | Additional Paid-in CapitalIPO | Accumulated Deficit |
Beginning balance at Dec. 31, 2017 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||
Beginning balance, shares at Dec. 31, 2017 | 0 | ||||||||||
Issuance of common stock to founders | 2 | 2 | |||||||||
Issuance of common stock, shares | 1,000 | ||||||||||
Net loss | (1,288) | (1,288) | |||||||||
Ending balance at Dec. 31, 2018 | (1,286) | $ 0 | 2 | (1,288) | |||||||
Ending balance, shares at Dec. 31, 2018 | 0 | ||||||||||
Beginning balance at Dec. 31, 2017 | 0 | $ 0 | 0 | 0 | |||||||
Beginning balance, shares at Dec. 31, 2017 | 0 | ||||||||||
Issuance of common stock, shares | 10,997,630 | ||||||||||
Ending balance at Dec. 31, 2019 | $ 227,955 | $ 2 | 484,372 | (256,419) | |||||||
Ending balance, shares at Dec. 31, 2019 | 24,728,258 | 24,728,258 | |||||||||
Beginning balance at Dec. 31, 2018 | $ (1,286) | $ 0 | 2 | (1,288) | |||||||
Beginning balance, shares at Dec. 31, 2018 | 0 | ||||||||||
Merger of entities under common control into the Company, shares | 6,760,334 | ||||||||||
Vesting restrictions placed on previously issued and outstanding common stock, shares | (3,373,408) | ||||||||||
Issuance of common stock | $ 5,885 | $ 191,472 | $ 1 | $ 5,885 | $ 191,471 | ||||||
Issuance of common stock, shares | 1,491,072 | 1,084,000 | 10,997,630 | ||||||||
Conversion of Takeda warrant liability into equity | 144,172 | 144,172 | |||||||||
Conversion of May 2019 Notes and accrued interest into common shares | 142,437 | $ 1 | 142,436 | ||||||||
Conversion of May 2019 Notes and accrued interest into common shares, shares | 6,107,918 | ||||||||||
Vesting of restricted shares, shares | 1,660,712 | ||||||||||
Stock-based compensation | 406 | 406 | |||||||||
Net loss | (255,131) | (255,131) | |||||||||
Ending balance at Dec. 31, 2019 | $ 227,955 | $ 2 | $ 484,372 | $ (256,419) | |||||||
Ending balance, shares at Dec. 31, 2019 | 24,728,258 | 24,728,258 |
Combined Statements of Cash Flo
Combined Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities | ||
Net loss | $ (255,131) | $ (1,288) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 8 | |
Stock-based compensation | 406 | |
Amortization of debt discount | 409 | |
Acquired in-process research and development | 78,897 | |
Non-cash interest expense (includes related party amounts of $590 and 0, respectively) | 2,605 | |
Change in fair value of warrant liabilities (includes related party amounts of $96,278 and $0, respectively) | 96,272 | |
Change in fair value of convertible promissory notes (includes related party amounts of $10,941 and $50, respectively) | 49,546 | 50 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets (includes related party amounts of $19, and $(19), respectively) | (11,813) | (23) |
Accounts payable and accrued expenses (includes related party amounts of $460, and $47, respectively) | 2,265 | 225 |
Accrued interest (includes related party amounts of $0 and $13, respectively) | 156 | 13 |
Operating right-of-use asset and lease liabilities | 51 | |
Other long-term assets | (181) | |
Net cash used in operating activities | (36,510) | (1,023) |
Cash flows from investing activities | ||
Cash paid for purchased in-process research and development | (25,118) | |
Cash paid for property, plant and equipment | (132) | |
Net cash used in investing activities | (25,250) | |
Cash flows from financing activities | ||
Proceeds from initial public offering, net of issuance costs | 191,472 | |
Proceeds from issuance of common stock | 2 | |
Proceeds from issuance of convertible promissory notes | 88,324 | 1,900 |
Net proceeds from issuance of long-term debt | 24,850 | |
Net cash provided by financing activities | 304,646 | 1,902 |
Net increase in cash and cash equivalents | 242,886 | 879 |
Cash and cash equivalents – beginning of period | 879 | |
Cash and cash equivalents – end of period | 243,765 | $ 879 |
Supplemental disclosure of cash flow information | ||
Interest paid | 1,007 | |
Supplemental disclosure of noncash investing and financing activities | ||
Exchange of accrued interest for convertible promissory notes | 27 | |
Issuance of common stock warrants in connection with long-term debt | 419 | |
Property and equipment purchases included in accounts payable and accrued liabilities | 339 | |
Final interest payment fee | 2,063 | |
Operating lease liabilities arising from obtaining right-of-use assets | 796 | |
Conversion of convertible promissory notes and accrued interest into common shares | 142,437 | |
Takeda Warrants | ||
Supplemental disclosure of noncash investing and financing activities | ||
Conversion of Takeda Warrants into Equity | 144,172 | |
Takeda License | ||
Supplemental disclosure of noncash investing and financing activities | ||
Issuance of Takeda Warrants in connection with Takeda License | 47,894 | |
Issuance of common stock in connection with Takeda License | $ 5,885 |
Combined Statements of Cash F_2
Combined Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Statement Of Cash Flows [Abstract] | ||
Non-cash interest expense, related party | $ 590 | $ 0 |
Change in fair value of warrant liabilities related party | 96,278 | 0 |
Change in fair value of convertible promissory notes related party | 10,941 | 50 |
Related parties prepaid expenses and other assets current | 19 | (19) |
Related parties accounts payable and accrued expenses | 460 | 47 |
Related parties accrued interest | $ 0 | $ 13 |
Organization, Basis of Presenta
Organization, Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization, Basis of Presentation and Summary of Significant Accounting Policies | 1. Organization, Basis of Presentation and Summary of Significant Accounting Policies Organization Phathom Pharmaceuticals, Inc. (the “Company” or “Phathom”) was incorporated in the state of Delaware in January 2018 under the name North Bridge IV, Inc. On March 13, 2019, the Company changed its name to Phathom Pharmaceuticals, Inc. and merged with YamadaCo IIA, Inc. (“YamadaCo”), a Delaware corporation formed in September 2017, with Phathom being the surviving entity (the “Merger”). All activities of YamadaCo prior to 2018 related to formation and were insignificant. The Company is a late clinical-stage biopharmaceutical company focused on developing and commercializing novel treatments for gastrointestinal diseases. On October 29, 2019, the Company completed its initial public offering (the “IPO”) and issued 10,997,630 shares of common stock for net proceeds of approximately $191.5 million. Stock Split and Conversion During 2018, without consideration of the forward stock split described immediately below, both the Company and YamadaCo issued 1,000 shares of common stock at a purchase price of $1.00 per share and had no other capital transactions prior to the Merger. Immediately prior to the Merger, the Company effected a 1,559.1183-for-1 forward stock split for each outstanding share of its common stock and, effective upon the closing of the Merger, each issued and outstanding share of YamadaCo was converted into 1,559.1183 shares of the Company’s common stock. Upon completion of the Merger, the Company had 6,760,334 shares of common stock outstanding, with the prior stockholders of each YamadaCo and Phathom holding an equal number of shares. The accompanying combined financial statements and notes to the combined financial statements give retroactive effect to the forward stock split and conversion for all periods presented. On October 11, 2019, the Company effected a 2.168-for-1 forward stock split of its common stock (the “Forward Stock Split”). The par value of the common stock was not adjusted as a result of the Forward Stock Split and the authorized shares were increased to 50,000,000 shares of common stock in connection with the Forward Stock Split. The accompanying combined financial statements and notes to the combined financial statements give retroactive effect to the Forward Stock Split for all periods presented, unless otherwise indicated. Basis of Presentation The Company’s combined financial statements are prepared in accordance with U.S. generally accepted accounting principles. The accompanying combined financial statements include the accounts of the Company (the receiving entity) and YamadaCo, prior to the Merger. The Company and YamadaCo were entities under the common control of Frazier Life Sciences IX, L.P. (“Frazier”) as a result of, among other things, Frazier’s; (i) ownership of a majority of the outstanding capital stock of both companies, (ii) financing of both companies, (iii) control of the board of directors of both companies, and (iv) management of both companies. Both the Company and YamadaCo were formed for the purpose of identifying potential assets around which to form an operating company. As the merged entities were under common control, the combined financial statements report the financial position, results of operations and cash flows of the Company and YamadaCo as though the transfer of net assets and equity interests had occurred at the beginning of 2018. All intercompany accounts and transactions have been eliminated in combination. Liquidity and Capital Resources From inception to December 31, 2019, the Company has devoted substantially all of its efforts to organizing and staffing the Company, business planning, raising capital, in-licensing its initial product candidate, vonoprazan, meeting with regulatory authorities, and initiating the Phase 3 clinical trials of vonoprazan. The Company has a limited operating history, has never generated any revenue, and the sales and income potential of its business is unproven. The Company has incurred net losses and negative cash flows from operating activities since its inception and expects to continue to incur net losses into the foreseeable future as it continues the development and commercialization of vonoprazan. From inception to December 31, 2019, the Company has funded its operations through the issuance of convertible promissory notes, commercial bank debt and the sale of 10,997,630 shares of common stock for net proceeds of approximately $191.5 million in its IPO. The accompanying combined financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classification of liabilities that may result from the outcome of this uncertainty. Management is required to perform a two-step analysis over the Company’s ability to continue as a going concern. Management must first evaluate whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern (Step 1). If management concludes that substantial doubt is raised, management is also required to consider whether its plans alleviate that doubt (Step 2). As a result of the IPO that closed on October 29, 2019, management believes that it has sufficient working capital on hand to fund operations through at least the next twelve months from the date these combined financial statements were available to be issued. There can be no assurance that the Company will be successful in acquiring additional funding, that the Company’s projections of its future working capital needs will prove accurate, or that any additional funding would be sufficient to continue operations in future years. Use of Estimates The preparation of the Company’s combined financial statements requires it to make estimates and assumptions that impact the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in the Company’s combined financial statements and accompanying notes. The most significant estimates in the Company’s combined financial statements relate to accruals for research and development expenses, and the valuation of convertible promissory notes, warrant liabilities and various other equity instruments. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results could differ materially from those estimates and assumptions. Fair Value Option As permitted under Accounting Standards Codification (“ASC”) 825, Financial Instruments Fair Value Measurements The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets. Level 2: Inputs, other than the quoted prices in active markets that are observable either directly or indirectly. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The carrying amounts of the Company’s financial instruments, including cash and cash equivalents classified within the Level 1 designation discussed above, prepaid and other current assets, accounts payable, and accrued liabilities, approximate fair value due to their short maturities. Warrant liabilities and convertible promissory notes are recorded at fair value on a recurring basis. The Company has no financial assets measured at fair value on a recurring basis. None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis. No transfers between levels have occurred during the periods presented. Liabilities measured at fair value on a recurring basis are as follows (in thousands): Fair Value Measurements at Reporting Date Using: Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) As of December 31, 2018: Convertible promissory notes $ 1,950 $ — $ — $ 1,950 As of December 31, 2019: Warrant liabilities $ 413 $ — $ — $ 413 Total $ 413 $ — $ — $ 413 The warrant liabilities consist of an issued and outstanding common stock warrant (the “Takeda Warrant”) and a right to receive an additional common stock warrant (the “Takeda Warrant Right”, and together with the Takeda Warrant, the “Takeda Warrants”) issued to Takeda Pharmaceutical Company Limited (“Takeda”) in connection with a May 2019 license agreement (see Note 4) and warrants (the “Lender Warrants”) issued in connection with a loan and security agreement for commercial bank debt (see Note 7). From inception through October 11, 2019, the date at which the Company increased its authorized shares of common stock available for issuance, the Takeda Warrants were accounted for as liabilities as they did not meet all the conditions for equity classification due to (i) insufficient authorized shares for the Takeda Warrant and (ii) the Takeda Warrant Right not being indexed to the Company’s own stock. The fair value of the Takeda Warrants was derived from the model used to estimate the fair value the Company’s common stock (see Note 8) prior to the IPO. The Company continued to record the Takeda warrants at fair value until October 11, 2019 when the Company’s authorized shares of common stock increased to 50,000,000. The Company reclassified the full balance from warrant liabilities to additional paid-in capital. Additionally, upon the closing of the IPO, the Takeda Warrant Right expired without effect since no fair value had been allocated to it. The Lender Warrants are accounted for as liabilities as they contain a holder put right under which the lenders could require the Company to pay cash in exchange for the Lender Warrants. Prior to the Company’s IPO, the fair value of the Lender Warrants was estimated using a probability-weighted model considering IPO and non-IPO scenarios. The IPO scenarios utilized a binomial lattice model to estimate a distribution of total equity values as of a projected IPO date. The non-IPO scenario utilized the repurchase price associated with the warrant put right discounted to present value based on venture capital rates of return and the term associated with the put right. Following the Company’s IPO, the fair value of the Lender Warrants was estimated on the date of grant using the Black-Scholes option-pricing model with an expected term equal to the remaining contractual term of the warrants. The Company estimates its expected stock volatility based on the historical volatility of a set of peer companies, which are publicly traded, and expects to continue to do so until it has adequate historical data regarding the volatility of its own publicly-traded stock price. 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. The Company uses an expected dividend yield of zero based on the fact that the Company has never paid cash dividends and does not expect to pay cash dividends in the foreseeable future. As of December 31, 2019, the fair value of the Lender Warrants was $0.4 million. As further described in Note 5, the Company issued convertible promissory notes to Frazier (the “Frazier Notes”) from January 2018 to April 2019 and issued convertible promissory notes in May 2019 (the “May 2019 Notes”) to investors including Frazier. The Company has elected the fair value option for each of its convertible promissory note issuances. The fair value of the Frazier Notes was estimated using a scenario-based analysis that estimated the fair value of the convertible promissory notes based on the probability-weighted present value of expected future investment returns, considering possible outcomes available to the noteholders, including conversions in subsequent equity financings, change of control transactions, settlement and dissolution. The fair value of the May 2019 Notes is estimated using a scenario-based analysis that estimates the fair value of the convertible promissory notes based on the probability-weighted present value of expected future investment returns, considering each of the possible outcomes available to the noteholders, including various IPO, settlement, equity financing, corporate transaction and dissolution scenarios. As of December 31, 2018, the fair value of the Frazier Notes was $2.0 million and the Frazier Notes were exchanged for May 2019 Notes in May 2019. The principal and accrued interest of the May 2019 Notes automatically converted into 6,107,918 shares of common stock immediately prior to the completion of the IPO. The Company adjusts the carrying value of its warrant liabilities and convertible promissory notes to their estimated fair value at each reporting date, with any related increases or decreases in the fair value recorded as change in fair value of warrant liabilities and change in fair value of convertible promissory notes, respectively, in the combined statements of operations. Liability At initial valuation date Fair value method at initial valuation date (and relative weighting) KEY unobservable inputs Range Fair value at conversion date Conversion Date Takeda Warrants $ 47,894 Financing transactions (40%) Income approach (60%) Transaction prices per share Estimated time to liquidity Discount rate $9.33 - $19.00 0.09 - 1.77 years 7.5% $ 144,172 October 11, 2019 May 2019 Notes $ 90,250 Financing transactions (40%) Income approach (60%) Estimated time to liquidity Volatility Discount rate 0.09 - 1.77 years 65% 22.6% - 25% $ 139,847 October 29, 2019 The following table provides a reconciliation of all liabilities measured at fair value using Level 3 significant unobservable inputs (in thousands): Warrant Liabilities Convertible Promissory Notes Balance at January 1, 2018 $ — $ — Issuance of convertible promissory notes — 1,900 Change in fair value — 50 Balance at December 31, 2018 — 1,950 Issuance of convertible promissory notes — 90,750 Exchange of convertible promissory notes (Note 5) — (2,399 ) Issuance of warrants 48,313 — Change in fair value 96,272 49,546 Reclass Takeda Warrant into equity (Note 4) (144,172 ) — Conversion of May 2019 Notes into common shares upon IPO (Note 5) — (139,847 ) Balance at December 31, 2019 $ 413 $ — Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. Cash and cash equivalents include cash in readily available checking accounts and money market funds. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. Property, Plant, and Equipment, Net Property, plant and equipment are recorded at cost, less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the useful life of the asset. Computer equipment and related software are depreciated over two to three years. Furniture and fixtures are depreciated over three years. Leasehold improvements are amortized over the lesser of the lease term or the estimated useful lives of the related assets. Expenditures for repairs and maintenance of assets are charged to expense as incurred. Upon retirement or sale, the cost and related accumulated depreciation of assets disposed of are removed from the accounts and any resulting gain or loss is included in loss from operations. Impairment of Long-Lived Assets The Company reviews long-lived assets, including property, plant and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than the carrying amount. The impairment loss, if recognized, would be based on the excess of the carrying value of the impaired asset over its respective fair value. No impairment losses have been recorded through December 31, 2019. Leases At the inception of a contractual arrangement, the Company determines whether the contract contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, the Company records the associated lease liability and corresponding right-of-use asset upon commencement of the lease using the implicit rate or a discount rate based on a credit-adjusted secured borrowing rate commensurate with the term of the lease. The Company additionally evaluates leases at their inception to determine if they are to be accounted for as an operating lease or a finance lease. A lease is accounted for as a finance lease if it meets one of the following five criteria: the lease has a purchase option that is reasonably certain of being exercised, the present value of the future cash flows is substantially all of the fair market value of the underlying asset, the lease term is for a significant portion of the remaining economic life of the underlying asset, the title to the underlying asset transfers at the end of the lease term, or if the underlying asset is of such a specialized nature that it is expected to have no alternative uses to the lessor at the end of the term. Leases that do not meet the finance lease criteria are accounted for as an operating lease. Operating lease assets represent a right to use an underlying asset for the lease term and operating lease liabilities represent an obligation to make lease payments arising from the lease. Operating lease liabilities with a term greater than one year and their corresponding right-of-use assets are recognized on the balance sheet at the commencement date of the lease based on the present value of lease payments over the expected lease term. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received. As the Company’s leases do not typically provide an implicit rate, the Company utilizes the appropriate incremental borrowing rate, determined as the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and in a similar economic environment. Lease cost is recognized on a straight-line basis over the lease term and variable lease payments are recognized as operating expenses in the period in which the obligation for those payments is incurred. Variable lease payments primarily include common area maintenance, utilities, real estate taxes, insurance, and other operating costs that are passed on from the lessor in proportion to the space leased by the Company. The Company has elected the practical expedient to not separate between lease and non-lease components. Research and Development Expenses and Accruals All research and development costs are expensed in the period incurred and consist primarily of salaries, payroll taxes, employee benefits, stock-based compensation charges for those individuals involved in research and development efforts, external research and development costs incurred under agreements with contract research organizations and consultants to conduct and support the Company’s ongoing clinical trials of vonoprazan, and costs related to manufacturing vonoprazan for clinical trials. The Company has entered into various research and development contracts with clinical research organizations, clinical manufacturing organizations and other companies. Payments for these activities are based on the terms of the individual agreements, which may differ from the pattern of costs incurred, and payments made in advance of or after performance are reflected in the accompanying balance sheets as prepaid expenses or accrued liabilities, respectively. The Company records accruals for estimated costs incurred for ongoing research and development activities. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the services, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates may be made in determining the prepaid or accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. In-Process Research and Development The Company evaluates whether acquired intangible assets are a business under applicable accounting standards. Additionally, the Company evaluates whether the acquired assets have a future alternative use. Intangible assets that do not have future alternative use are considered acquired in-process research and development. When the acquired in-process research and development assets are not part of a business combination, the value of the consideration paid is expensed on the acquisition date. Future costs to develop these assets are recorded to research and development expense as they are incurred. General and Administrative Expenses General and administrative expenses consist of salaries, stock-based compensation, facilities and third-party expenses. General and administrative expenses are associated with the activities of the executive, finance, accounting, information technology, legal, medical affairs and human resource functions. Stock-Based Compensation Stock-based compensation expense represents the cost of the grant date fair value of equity awards recognized over the requisite service period of the awards (generally the vesting period) on a straight-line basis. The Company recognizes forfeitures as they occur. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the statement of operations in the period that includes the enactment date. The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process whereby (i) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. Any accrued interest and penalties are included within the related tax liability. Comprehensive Loss Comprehensive loss is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources. The Company’s comprehensive loss was the same as its reported net loss for all periods presented. Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions on how to allocate resources and assess performance. The Company views its operations and manages its business as one operating segment. Net Loss Per Share For the years ended December 31, 2019 and 2018, the net loss per share was recast to include in the numerator the net losses of both the Company and YamadaCo and include in the denominator the combined weighted-average outstanding shares of both the Company and YamadaCo. Basic net loss per share is computed by dividing the combined net loss by the weighted-average number of common shares outstanding for the period, without consideration for potentially dilutive securities. The Company included 7,588,000 shares of common stock under the Takeda Warrant in the calculation of basic weighted-average common shares outstanding from the time it became exercisable at the Company’s IPO because the Takeda Warrant is issuable for little consideration. The Company has excluded weighted-average unvested shares of 3,593,034 from the weighted-average number of common shares outstanding for the year ended December 31, 2019. No shares of common stock were unvested during the year ended December 31, 2018. Diluted net loss per share is computed by dividing the combined net loss by the weighted-average number of common shares and dilutive common stock equivalents outstanding for the period determined using the treasury-stock and if-converted methods. Dilutive common stock equivalents are comprised of unvested common stock, options, warrants and convertible promissory notes. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion of the potentially dilutive securities would be antidilutive. The following potentially dilutive securities were excluded from the computation of diluted net loss per share for the periods presented because their inclusion would have been antidilutive: Years Ended December 31, 2019 2018 Warrants 16,446 — Stock options 1,400,528 — Shares subject to repurchase 3,593,034 — Recently Adopted Accounting Pronouncements In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Compensation—Stock Compensation Equity—Equity-Based Payments to Non-Employees In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Recently Issued Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, |
Balance Sheet Details
Balance Sheet Details | 12 Months Ended |
Dec. 31, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Details | 2. Balance Sheet Details Property, Plant and Equipment, net Property, plant and equipment, net, consist of the following (in thousands): Years Ended December 31, 2019 2018 Computer equipment and software $ 152 $ — Furniture and fixtures 306 — Leasehold improvements 13 — 471 $ — Less: accumulated depreciation (8 ) — Total property, plant and equipment, net $ 463 $ — Depreciation expense for the year ended December 31, 2019 was approximately $8,000. There was no depreciation expense for the year ended December 31, 2018. No property, plant or equipment was disposed of during the year ended December 31, 2019. Accrued Expenses Accrued expenses consist of the following (in thousands): Years Ended December 31, 2019 2018 Accrued R&D expenses $ 384 $ — Accrued compensation expenses 1,052 76 Accrued professional & consulting expenses 478 94 Accrued other 405 — Total accrued expenses $ 2,319 $ 170 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 3. Related Party Transactions Frazier is a principal stockholder of the Company and is represented on the Company’s board of directors. For the years ended December 31, 2019 and 2018, the Company conducted its operations within office space controlled by Frazier and Frazier allocated a portion of the costs associated with this office to the Company. In addition, Frazier paid for various goods and services, such as employee wages, insurance and expense reimbursements and various administrative services associated with the operations of the Company and charged the Company for those expenses. As of December 31, 2019 and 2018, the Company had outstanding accounts payable and accrued expenses due to Frazier in the amount of $0.1 million and $45,000 respectively, related to these shared operating expenses. For the years ended December 31, 2019 and 2018, the Company incurred $0.4 million and $0.3 million, respectively, of shared operating expenses. In addition to the shared operating expenses, the Company issued convertible promissory notes to Frazier during 2018 and 2019 (see Note 5). Frazier is a principal stockholder in PCI Pharma Services (“PCI”). In the third quarter of 2019, the Company engaged PCI for clinical manufacturing services. As of December 31, 2019, the Company had $0.3 million outstanding accounts payable and accrued expenses related to these manufacturing services. For the year ended December 31, 2019, the Company incurred $1.1 million of expenses related to services performed by PCI. Mountain Field LLC (“Mountain Field”) is an entity owned by the chairman of the Company’s board of directors. During the years ended December 31, 2019 and 2018, the Company charged Mountain Field for certain rent and payroll related expenses. These shared expenses were allocated based on usage of the related facilities and time incurred by personnel. As of December 31, 2019, and 2018, the Company had an outstanding accounts receivable balance from Mountain Field of $0 and $19,000, respectively, related to shared operating expenses. For the years ended December 31, 2019 and 2018, the Company charged Mountain Field $0.1 million and $4,000, respectively, for shared expenses. Takeda became a common stockholder of the Company as of May 7, 2019 in connection with the Takeda License (see Note 4). In conjunction with the Takeda License, Takeda will provide proprietary supplies for the Company’s ongoing clinical development of vonoprazan in addition to the exclusive license for the commercialization of vonoprazan in the United States, Canada and Europe. As of December 31, 2019, the Company had $0.1 million in outstanding accounts payable and accrued expenses related to these supply services. For the year ended December 31, 2019, the Company incurred $0.1 million of expenses related to services performed by Takeda. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 4. Commitments and Contingencies License Agreement On May 7, 2019, the Company entered into a license agreement with Takeda pursuant to which it was granted an exclusive license to commercialize vonoprazan in the United States, Canada and Europe (the “Takeda License”). The Company also has the right to sublicense its rights under the agreement, subject to certain conditions. The agreement will remain in effect, on a country-by-country and product-by-product basis, until the later of (i) the expiration of the last to expire valid patent claim covering vonoprazan alone or in combination with at least one other therapeutically active ingredient, (ii) the expiration of the applicable regulatory exclusivity and (iii) 15 years from the date of first commercial sale, unless earlier terminated. The Company may terminate the Takeda License upon six months’ written notice. The Company and Takeda may terminate the Takeda License in the case of the other party’s insolvency or material uncured breach. Takeda may terminate the Takeda License if the Company challenges, or assists in challenging, licensed patents. In consideration of the Takeda License, the Company (i) paid Takeda $25.0 million in cash, (ii) issued Takeda 1,084,000 shares of its common stock at a fair value of $5.9 million, (iii) issued the Takeda Warrant to purchase 7,588,000 shares of its common stock at an exercise price of $0.00004613 per share at an initial fair value of $47.9 million, and (iv) issued the Takeda Warrant Right to receive an additional common stock warrant should Takeda’s fully-diluted ownership of the Company represent less than a certain specified percentage of the fully-diluted capitalization, including shares issuable upon conversion of then outstanding convertible promissory notes, calculated immediately before the closing of the Company’s IPO, with a nominal initial fair value due to the low probability of issuance. The Takeda Warrant Right expired upon completion of the IPO, and no additional warrant was issued. In addition, the Company is obligated to pay Takeda up to an aggregate of $250.0 million in sales milestones upon the achievement of specified levels of product sales, and a low double-digit royalty rate on aggregate net sales of licensed products, subject to certain adjustments. The Company incurred $0.1 million of transaction costs in connection with the Takeda License. The Takeda Warrant has an exercise price of $0.00004613 per share, expires on May 7, 2029 and becomes exercisable upon (i) certain change of control transactions of the Company or (ii) the consummation of an IPO by the Company. Following the October 11, 2019 increase in the Company’s authorized shares of common stock to 50,000,000, the Company recorded a non-cash charge related to the final fair value adjustment of the Takeda Warrants and reclassified the full balance of $144.2 million from warrant liabilities to additional paid-in capital. Additionally, upon closing of the IPO, the Takeda Warrant Right expired without effect since no fair value had been allocated to it. The transaction has been accounted for as an asset acquisition as substantially all of the fair value is concentrated in a group of similar assets. The $78.9 million fair value of the consideration paid for these research and development assets, which have no alternative future use, was recorded as in-process research and development in the Company’s combined statement of operations for the year ended December 31 Contingencies In the event the Company becomes subject to claims or suits arising in the ordinary course of business, the Company would accrue a liability for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. |
Convertible Promissory Notes
Convertible Promissory Notes | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Notes | 5. Convertible Promissory Notes Frazier Convertible Note Financing From January 2018 to April 2019, the Company issued the Frazier Notes for an aggregate of $2.4 million and bearing interest at per annum rates ranging from 1.68% to 2.55%. Of the Frazier Notes, $1.9 million were issued in 2018 and $0.5 million were issued in April 2019. Due to certain embedded features within the Frazier Notes, the Company elected to account for these notes and all their embedded features under the fair value option. The Company recorded changes in the fair value of the Frazier Notes in the combined statements of operations until May 2019, when the Frazier Notes and related accrued interest were exchanged, at their then fair value of $2.4 million, for the May 2019 Notes. For the years ended December 31, 2019 and 2018, the Company recognized $50,000 of other income and $50,000 of other expense, respectively, in the combined statements of operations related to changes in the fair value of the Frazier Notes. For the year ended December 31, 2019 and 2018, the Company recognized $15,000 and $13,000, respectively, of interest expense in connection with the Frazier Notes. May 2019 Convertible Note Financing On May 7, 2019, the Company entered into a note purchase agreement under which it issued the unsecured May 2019 Notes for an aggregate of $90.3 million, resulting in gross proceeds to the Company of $87.8 million in cash and $2.4 million related to the exchange of the Frazier Notes and related accrued interest for the May 2019 Notes. Including the conversion of the Frazier Notes, Frazier purchased $20.0 million of the May 2019 Notes. The May 2019 Notes bore interest at a rate of 6% per annum and were subordinated to borrowings under the Company’s loan and security agreement (see Note 7). Due to certain embedded features within the May 2019 Notes, the Company elected to account for these notes and all their embedded features under the fair value option. The outstanding principal and accrued interest of the May 2019 Notes automatically converted into 6,107,918 shares of common stock immediately prior to the completion of the IPO on October 29, 2019. In connection with the IPO conversion, the Company recorded a non-cash charge related to the final fair value adjustment of the convertible promissory notes payable in the amount of $44.6 million. For the year ended December 31, 2019, the Company recognized $49.5 million of other expense in the combined statements of operations related to increases in the fair value of the May 2019 Notes. For the year ended December 31, 2019, the Company recognized $2.6 million of interest expense in connection with the May 2019 Notes. |
Leases Commitments
Leases Commitments | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases Commitments | 6. Lease Commitments In August 2019, the Company entered into a 65-month operating lease for 10,043 rentable square feet of office space for offices located in Buffalo Grove, Illinois. The lease contains an option to extend the term for one additional five-year period, which has not been considered in the determination of the right-of-use asset or the lease liability as the Company did not consider it reasonably certain that it would exercise such option. The lease commenced in October 2019, the date on which the underlying asset was made available for use to the Company. The Company's lease provides for fixed monthly payments for the term of the lease, with monthly rent increasing approximately 3% every 12 months following the commencement date. The total rent expense for the year ended December 31, 2019 was approximately $51,000. The following table summarizes supplemental balance sheet information related to leases as of December 31, 2019. The Company had no leases during the year ended December 31, 2018. Year Ended December 31, 2019 Assets: Operating lease right-of-use assets $ 933 Total right-of-use assets 933 Liabilities: Operating lease liabilities, current 161 Operating lease liabilities, non-current 635 Total operating lease liabilities $ 796 As of December 31, 2019, the future minimum annual lease payments under the operating lease were as follows (in thousands): 2020 $ 166 2021 171 2022 176 2023 181 2024 186 Thereafter 80 Total minimum lease payments $ 960 Less: amount representing interest (164 ) Present value of operating lease liabilities 796 Less: operating lease liabilities, current (161 ) Operating lease liabilities $ 635 Weighted-average remaining lease term (in years) 5.33 Weighted-average incremental borrowing rate 7.25 % The table below summarizes the Company’s lease costs, cash payments, and operating lease liabilities arising from obtaining right-of-use assets under its operating lease obligations during the year ended December 31, 2019: December 31, 2019 Total operating lease expense 51 Supplemental non-cash information: Operating lease liabilities arising from obtaining right-of-use assets 796 In December 2019, the Company entered into a 62-month operating lease for 9,420 rentable square feet of office space in Florham Park, New Jersey. The lease contains an option to extend the term for one additional five-year period, which will not be considered in the determination of the right-of-use asset or the lease liability as the Company is not reasonably certain that it would exercise such option. The Company has future minimum lease payment obligations of approximately $1.7 million related to the leased office space. The lease liability and the corresponding right-of-use asset associated with this lease obligation will be recorded upon the commencement of the lease, or the date in which the underlying asset is made available for use to the Company, which had not occurred as of December 31, 2019 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 7. Long-Term Debt Long-term debt consists of the following (in thousands): December 31, 2019 Long-term debt $ 25,000 Unamortized debt discount (2,223 ) Long-term debt, net of debt discount $ 22,777 On May 14, 2019, the Company entered into a loan and security agreement (the “Loan Agreement”, and all amounts borrowed thereunder the “Term Loans”) with Silicon Valley Bank (“SVB”), as administrative and collateral agent, and lenders including SVB and WestRiver Innovation Lending Fund VIII, L.P. (“WestRiver”). The Company borrowed $25.0 million (“Term Loan A”) at the inception of the Loan Agreement and has the right to borrow an additional $25.0 million (“Term Loan B”). Term Loan B is available through March 31, 2020, provided that (i) the Company has received at least $150.0 million of net cash proceeds in connection with the issuance and sale, subsequent to April 1, 2019, of its equity securities and subordinated debt, (ii) the Company has initiated Phase 3 clinical trials for vonoprazan, and (iii) no event of default has occurred. The Term Loans bear interest at a floating rate of the higher of the Wall Street Journal Prime rate plus 1.75% (6.5% at December 31, 2019) or 7.25%. The monthly payments consist of interest-only through May 31, 2021 or, in the event of positive data with respect to the Company’s Phase 3 clinical trial in both indications for vonoprazan sufficient to file an NDA with the FDA, through May 31, 2022. Subsequent to the interest-only period, the Term Loans will be payable in equal monthly installments of principal, plus accrued and unpaid interest through the maturity date of May 1, 2024. In addition, the Company is obligated to pay a final payment fee of 8.25% of the original principal amount of the Term Loans. As of December 31, 2019, the final payment fee of $2.1 million has been recorded as an other long-term liability. The Company may elect to prepay all or a portion of the Term Loans prior to maturity, subject to a prepayment fee of up to 2.0% of the then outstanding principal balance and payment of a pro rata portion of the final payment fee. After repayment, no Term Loan amounts may be borrowed again. The borrowings under the Loan Agreement are collateralized by substantially all of the Company’s assets, excluding intellectual property and certain other assets. The Loan Agreement includes affirmative and negative covenants. The affirmative covenants include, among others, covenants requiring the Company to maintain its legal existence and governmental approvals, deliver certain financial reports, maintain insurance coverage and satisfy certain requirements regarding its operating accounts. The negative covenants include, among others, limitations on the Company’s ability to incur additional indebtedness and liens, merge with other companies or consummate certain changes of control, acquire other companies, engage in new lines of business, make certain investments, pay dividends, transfer or dispose of assets, amend certain material agreements or enter into various specified transactions. The Loan Agreement also contains customary events of default, including bankruptcy, the failure to make payments when due, and a material adverse change. Upon the occurrence of an event of default, subject to any specified cure periods, all amounts owed by the Company would begin to bear interest at a rate that is 4.00% above the rate effective immediately before the event of default and may be declared immediately due and payable by SVB, as collateral agent. As of December 31, 2019, the Company was in compliance with all applicable covenants under the Loan Agreement. In connection with the Loan Agreement, the Company issued the Lender Warrants to purchase stock of the Company. The Lender Warrants become exercisable only if the Company borrows Term Loan B, and the number, class and per share price of the shares subject to the warrants is dependent on the terms of certain future equity financing transactions of the Company, including an IPO. Upon completion of the IPO, the Lender Warrants became exercisable for 16,446 shares of common stock. The Lender Warrants expire ten years from the date of issuance, subject to earlier termination on December 31, 2020 if the Company does not draw down Term Loan B on or before March 31, 2020. The Lender Warrants include a put option pursuant to which, in the event that the Company does not draw down Term Loan B on or before March 31, 2020, the warrant holders may require that the Company repurchase the warrants for a total aggregate repurchase price of $0.5 million. The put right is exercisable through September 30, 2020. The initial $0.4 million fair value of the Lender Warrants, the $2.1 million final payment fee and $0.2 million of debt issuance costs have been recorded as debt discount and are being amortized to interest expense using the effective interest method over the term of the Term Loans. For the year ended December 31, 2019, the Company recognized $1.6 million of interest expense, including amortization of the debt discount, in connection with the Loan Agreement. As of December 31, 2019, the Company had outstanding Term Loans of $25.0 million and accrued interest of $0.2 million. Future minimum principal and interest payments under the Term Loans, including the final payment fee, as of December 31, 2019 are as follows (in thousands): Year ending December 31: 2020 $ 1,843 2021 6,609 2022 9,533 2023 8,920 2024 5,599 Total principal and interest payments 32,504 Less interest and final payment fee (7,504 ) Long-term debt $ 25,000 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stockholders’ Equity | 8. Stockholders’ Equity Common Stock In March 2019, subsequent to the Merger, the Company sold 1,491,072 shares of the Company’s common stock to Frazier. In March 2019, the founders granted the Company a repurchase right for the 3,373,408 shares of common stock originally purchased in 2018. The Company has the right, but not the obligation, to repurchase unvested shares in the event the founder’s relationship with the Company is terminated, subject to certain limitations, at the original purchase price of the stock. The repurchase right lapsed for 843,352 shares in March 2019 and the repurchase right for the remaining 2,530,056 shares lapses in equal monthly amounts over the following 48-month period ending in March 2023. The fair value of the founder shares at the date the repurchase right was granted is being recognized as stock-based compensation expense on a straight-line basis over the vesting period. As of December 31, 2019, 2,055,684 shares of common stock were subject to repurchase by the Company and the associated repurchase liability was not significant. The amount of recognized and unrecognized stock-based compensation related to the founder stock was immaterial for all periods presented. In May 2019, the Company issued Takeda 1,084,000 shares of common stock in connection with the Takeda License. For the period from January 1, 2019 to May 6, 2019, the Company issued 2,524,852 shares of common stock to various employees and consultants of the Company for aggregate proceeds of approximately $1,000. Upon issuance, these shares were subject to a repurchase option by the Company at the original purchase price of the shares. The repurchase rights generally lapse as to 25% of the shares on the first anniversary of the vesting commencement date, and the repurchase right lapses as to 1/48th of the shares each one-month period thereafter, subject to the purchaser remaining continuously an employee, consultant or director of the Company. In November 2019, the Company repurchased 17,560 shares at the original purchase price for an aggregate purchase price of $5.20. As of December 31, 2019, 2,177,861 shares remain available for repurchase by the Company and the associated repurchase liability was not significant. On October 29, 2019, upon completion of the IPO, the Company sold 10,997,630 shares of common stock, which included the exercise in full by the underwriters of their option to purchase 1,434,473 additional shares at a public offering price of $19.00 per share Equity Incentive Plan The Company’s 2019 Equity Incentive Plan (the “Existing Incentive Plan”) provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, and other stock awards to eligible recipients, including employees, directors or consultants of the Company. The Company had 2,231,739 shares of common stock authorized for issuance under the Existing Incentive Plan, of which, 1,400,528 stock options and 16,260 restricted stock awards were granted in 2019. As a result of the adoption of the 2019 Equity Incentive Plan, no further shares are available for issuance under the Existing Incentive Plan. 2019 Incentive Award Plan In October 2019, the board of directors adopted, and the Company’s stockholders approved the 2019 Equity Incentive Plan (the “2019 Plan”), which became effective in connection with the IPO. Under the 2019 Plan, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units and other awards to individuals who are then employees, officers, non-employee directors or consultants of the Company or its subsidiaries. As of December 31, 2019, an aggregate of 2,700,000 shares of the Company’s common stock were available for issuance under awards granted pursuant to the 2019 Plan. The number of shares initially available for issuance will be increased by (i) the number of shares subject to stock options or similar awards granted under the Existing Incentive Plan that expire or otherwise terminate without having been exercised in full after the effective date of the 2019 Plan and unvested shares issued pursuant to awards granted under the Existing Incentive Plan that are forfeited to or repurchased by the Company after the effective date of the 2019 Plan, with the maximum number of shares to be added to the 2019 Plan pursuant to clause (i) above equal to 1,416,788 shares, and (ii) an annual increase on January 1 of each calendar year beginning in 2020 and ending in 2029, equal to the lesser of (a) 5% of the shares of common stock outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares as determined by the board of directors. Employee Stock Purchase Plan In October 2019, the board of directors adopted, and the Company’s stockholders approved, the Employee Stock Purchase Plan (the “ESPP”), which became effective in connection with the IPO. The ESPP permits participants to purchase common stock through payroll deductions of up to 20% of their eligible compensation, which includes a participant’s gross base compensation for services to the Company, including overtime payments and excluding sales commissions, incentive compensation, bonuses, expense reimbursements, fringe benefits and other special payments. A total of 270,000 shares of common stock is initially reserved for issuance under the ESPP. In addition, the number of shares available for issuance under the ESPP will be annually increased on January 1 of each calendar year beginning in 2020 and ending in 2029, by an amount equal to the lesser of: (i) 1% of the shares outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as is determined by the board of directors. A summary of the Company’s unvested shares is as follows: Balance at January 1, 2019 — Vesting restrictions placed on previously issued shares 3,373,408 Sale of unvested common stock 2,524,852 Issuance of unvested restricted stock awards 16,260 Unvested common stock repurchased (17,560 ) Share vesting (1,660,712 ) Balance at December 31, 2019 4,236,248 For accounting purposes, unvested shares of common stock are considered issued, but not outstanding until they vest. Common stock reserved for future issuance consists of the following: December 31, 2019 Common stock warrants 7,604,446 Stock options outstanding 1,400,528 Shares available for issuance under the 2019 Incentive Plan 2,700,000 Shares available for issuance under the ESPP Plan 270,000 Balance at December 31, 2019 11,974,974 Stock Options The fair value of each employee and non-employee stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company, prior to the IPO on October 29, 2019, was a private company and lacked company-specific historical and implied volatility information. Therefore, it estimated its expected volatility based on the historical volatility of a publicly traded set of peer companies. Due to the lack of historical exercise history, the expected term of the Company’s stock options for employees was determined utilizing the “simplified” method for awards. The expected term of stock options granted to non-employees was equal to the contractual term of the option award. The risk-free interest rate was 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 was zero 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. A summary of the Company’s stock option activity and related information is as follows: Options Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Balance at December 31, 2018 Options granted 1,400,528 $ 9.10 — — Options exercised and shares vested — — — — Options cancelled — — — — Balance at December 31, 2019 1,400,528 $ 9.10 9.69 $ 30,874 Options exercisable as of December 31, 2019 — — — — The estimated weighted-average fair value of employee and nonemployee director stock options granted during 2019 was $5.12. As of December 31, 2019, the Company had $6.8 million of unrecognized stock-based compensation expense, which is expected to be recognized over a weighted-average period of 3.75 years. Valuation Assumptions The weighted-average assumptions used to estimate the fair value of stock options using the Black-Scholes option valuation model and the resulting weighted average fair value of stock options granted were as follows: Years Ended December 31, 2019 2018 Assumptions: Expected term (in years) 6.07 — Expected volatility 60.17 % — Risk free interest rate 1.58 % — Dividend yield — — Stock-Based Compensation Expense Stock-based compensation expense recognized for all equity awards, including founder stock, has been reported in the combined statements of operations as follows (in thousands): Years Ended December 31, 2019 2018 Research and development expense $ 106 $ — General and administrative expense 300 — Total $ 406 $ — |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes A reconciliation between the provision for income taxes and income taxes computed using the U.S. federal statutory corporate tax rate is as follows (in thousands): Years Ended December 31, 2019 2018 Income taxes computed at the statutory rate $ (53,578 ) $ (271 ) State income taxes, net of federal benefit — — Permanent items 552 2 Change in fair value of warrants and convertible debt 30,622 12 Research and development credit (697 ) — Change in valuation allowance 23,046 257 Other 55 — Provision (benefit) for income taxes $ — $ — Significant components of the Company’s net deferred tax assets are as follows (in thousands): Years Ended December 31, 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 6,322 $ 5 Accruals and reserves 204 16 Intangible assets 16,050 236 Other 921 — Gross deferred tax assets 23,497 257 Less valuation allowance (23,301 ) (257 ) Deferred tax assets, net of valuation allowance 196 — Deferred tax liabilities: Other (196 ) — Net deferred tax assets $ — $ — Based upon the Company’s history of operating losses, the Company is unable to conclude that it is more likely than not that the benefit of its deferred tax assets will be realized. Accordingly, the Company has provided a full valuation allowance for its deferred tax assets as of December 31, 2019 and 2018. As of December 31, 2019 and 2018, the Company had federal net operating loss carryforwards of approximately $30.1 million and $23,000, respectively, which are carried over indefinitely. As of December 31, 2019, the Company has available federal research and development credits of $0.9 million which begin to expire in 2038. The Company has not completed a formal analysis of the potential impact of Section 382 on its deferred tax assets as of December 31, 2019. Until this analysis has been completed, the Company has not adjusted any of its deferred tax assets, including net operating losses or research and development credits. The Company will reassess the amount of net operating losses and credits subject to limitation under Section 382 when a study is complete. Due to the existence of the valuation allowance, future changes in the deferred tax assets related to these tax attributes will not impact the Company’s effective tax rate. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. While the Company believes that it has appropriate support for the positions taken on its tax returns, the Company regularly assesses the potential outcome of examinations by tax authorities in determining the adequacy of its provision for income taxes. The following table summarizes the activity related to the Company's gross unrecognized tax benefits: Year Ended December 31, 2019 Beginning balance $ — Increases related to current year tax positions 176 Ending balance $ 176 As of December 31, 2019, the Company has gross unrecognized tax benefits of $0.2 million, none of which would affect the effective tax rate due to a full valuation allowance. The Company does not anticipate any significant changes in its unrecognized tax benefits over the next 12 months. The Company's policy is to recognize the interest expense and/or penalties related to income tax matters as a component of income tax expense. The Company has no accrual for interest or penalties on its balance sheet at December 31, 2019 and has not recognized interest or penalties in its statement of operations for the year ended December 31, 2019. The Company is subject to taxation in the United States and California. The Company is not currently under examination by any taxing authorities. Due to the carryover of tax attributes, the statute of limitations is currently open for tax years since inception. |
Quarterly Financial Information
Quarterly Financial Information (unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information (unaudited) | 10 . The following table summarizes the unaudited combined financial results of operations for the quarters indicated: 2019 Quarter Ended March 31, June 30, September 30, December 31, (unaudited) Operating expenses: Research and development $ 429 $ 2,772 $ 4,469 $ 12,704 In-process research and development — 78,897 — — General and administrative 797 1,345 1,813 2,989 Total operating expenses 1,226 83,014 6,282 15,693 Loss from operations (1,226 ) (83,014 ) (6,282 ) (15,693 ) Total other income (expense) (25 ) (4,748 ) (61,830 ) (82,313 ) Net loss $ (1,251 ) $ (87,762 ) $ (68,112 ) $ (98,006 ) Net loss per share, basic and diluted $ (0.19 ) $ (13.11 ) $ (9.30 ) $ (3.97 ) Weighted-average shares of common stock outstanding, basic and diluted 6,585,503 6,694,682 7,326,090 24,706,661 2018 Quarter Ended March 31, June 30, September 30, December 31, (unaudited) Operating expenses: Research and development $ — $ — $ 6 $ 14 General and administrative 251 255 262 437 Total operating expenses 251 255 268 451 Loss from operations (251 ) (255 ) (268 ) (451 ) Total other income (expense) (3 ) (5 ) (22 ) (33 ) Net loss $ (254 ) $ (260 ) $ (290 ) $ (484 ) Net loss per share, basic and diluted $ (0.07 ) $ (0.04 ) $ (0.04 ) $ (0.07 ) Weighted-average shares of common stock outstanding, basic and diluted 3,886,328 6,760,334 6,760,334 6,760,334 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events In March 2020, the Company entered into the First Amendment (the “Amendment”) to the Loan Agreement which amended certain terms of the Loan Agreement, dated as of May 14, 2019. The Amendment redefined the events that extend the interest-only period of the Loan Agreement. Pursuant to the Amendment, the interest-only payment period, which ends on May 31, 2021, will be extended either (i) until December 31, 2021, if the Company receives positive data from its Phase 3 clinical trial in H. pylori Subsequent to the interest-only period, the Term Loans will be payable in equal monthly installments of principal, plus accrued and unpaid interest through the maturity date of May 1, 2024. The Company elected to draw the Term Loan B in March 2020 and received the additional $25.0 million of principal. Upon the Term Loan B draw, the Lender Warrants became exercisable and the put option related to the Lender Warrants expired. |
Organization, Basis of Presen_2
Organization, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Stock Split and Conversion | Stock Split and Conversion During 2018, without consideration of the forward stock split described immediately below, both the Company and YamadaCo issued 1,000 shares of common stock at a purchase price of $1.00 per share and had no other capital transactions prior to the Merger. Immediately prior to the Merger, the Company effected a 1,559.1183-for-1 forward stock split for each outstanding share of its common stock and, effective upon the closing of the Merger, each issued and outstanding share of YamadaCo was converted into 1,559.1183 shares of the Company’s common stock. Upon completion of the Merger, the Company had 6,760,334 shares of common stock outstanding, with the prior stockholders of each YamadaCo and Phathom holding an equal number of shares. The accompanying combined financial statements and notes to the combined financial statements give retroactive effect to the forward stock split and conversion for all periods presented. On October 11, 2019, the Company effected a 2.168-for-1 forward stock split of its common stock (the “Forward Stock Split”). The par value of the common stock was not adjusted as a result of the Forward Stock Split and the authorized shares were increased to 50,000,000 shares of common stock in connection with the Forward Stock Split. The accompanying combined financial statements and notes to the combined financial statements give retroactive effect to the Forward Stock Split for all periods presented, unless otherwise indicated. |
Basis of Presentation | Basis of Presentation The Company’s combined financial statements are prepared in accordance with U.S. generally accepted accounting principles. The accompanying combined financial statements include the accounts of the Company (the receiving entity) and YamadaCo, prior to the Merger. The Company and YamadaCo were entities under the common control of Frazier Life Sciences IX, L.P. (“Frazier”) as a result of, among other things, Frazier’s; (i) ownership of a majority of the outstanding capital stock of both companies, (ii) financing of both companies, (iii) control of the board of directors of both companies, and (iv) management of both companies. Both the Company and YamadaCo were formed for the purpose of identifying potential assets around which to form an operating company. As the merged entities were under common control, the combined financial statements report the financial position, results of operations and cash flows of the Company and YamadaCo as though the transfer of net assets and equity interests had occurred at the beginning of 2018. All intercompany accounts and transactions have been eliminated in combination. |
Liquidity and Capital Resources | Liquidity and Capital Resources From inception to December 31, 2019, the Company has devoted substantially all of its efforts to organizing and staffing the Company, business planning, raising capital, in-licensing its initial product candidate, vonoprazan, meeting with regulatory authorities, and initiating the Phase 3 clinical trials of vonoprazan. The Company has a limited operating history, has never generated any revenue, and the sales and income potential of its business is unproven. The Company has incurred net losses and negative cash flows from operating activities since its inception and expects to continue to incur net losses into the foreseeable future as it continues the development and commercialization of vonoprazan. From inception to December 31, 2019, the Company has funded its operations through the issuance of convertible promissory notes, commercial bank debt and the sale of 10,997,630 shares of common stock for net proceeds of approximately $191.5 million in its IPO. The accompanying combined financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classification of liabilities that may result from the outcome of this uncertainty. Management is required to perform a two-step analysis over the Company’s ability to continue as a going concern. Management must first evaluate whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern (Step 1). If management concludes that substantial doubt is raised, management is also required to consider whether its plans alleviate that doubt (Step 2). As a result of the IPO that closed on October 29, 2019, management believes that it has sufficient working capital on hand to fund operations through at least the next twelve months from the date these combined financial statements were available to be issued. There can be no assurance that the Company will be successful in acquiring additional funding, that the Company’s projections of its future working capital needs will prove accurate, or that any additional funding would be sufficient to continue operations in future years. |
Use of Estimates | Use of Estimates The preparation of the Company’s combined financial statements requires it to make estimates and assumptions that impact the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in the Company’s combined financial statements and accompanying notes. The most significant estimates in the Company’s combined financial statements relate to accruals for research and development expenses, and the valuation of convertible promissory notes, warrant liabilities and various other equity instruments. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results could differ materially from those estimates and assumptions. |
Fair Value Option | Fair Value Option As permitted under Accounting Standards Codification (“ASC”) 825, Financial Instruments |
Fair Value Measurements | Fair Value Measurements The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets. Level 2: Inputs, other than the quoted prices in active markets that are observable either directly or indirectly. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The carrying amounts of the Company’s financial instruments, including cash and cash equivalents classified within the Level 1 designation discussed above, prepaid and other current assets, accounts payable, and accrued liabilities, approximate fair value due to their short maturities. Warrant liabilities and convertible promissory notes are recorded at fair value on a recurring basis. The Company has no financial assets measured at fair value on a recurring basis. None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis. No transfers between levels have occurred during the periods presented. Liabilities measured at fair value on a recurring basis are as follows (in thousands): Fair Value Measurements at Reporting Date Using: Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) As of December 31, 2018: Convertible promissory notes $ 1,950 $ — $ — $ 1,950 As of December 31, 2019: Warrant liabilities $ 413 $ — $ — $ 413 Total $ 413 $ — $ — $ 413 The warrant liabilities consist of an issued and outstanding common stock warrant (the “Takeda Warrant”) and a right to receive an additional common stock warrant (the “Takeda Warrant Right”, and together with the Takeda Warrant, the “Takeda Warrants”) issued to Takeda Pharmaceutical Company Limited (“Takeda”) in connection with a May 2019 license agreement (see Note 4) and warrants (the “Lender Warrants”) issued in connection with a loan and security agreement for commercial bank debt (see Note 7). From inception through October 11, 2019, the date at which the Company increased its authorized shares of common stock available for issuance, the Takeda Warrants were accounted for as liabilities as they did not meet all the conditions for equity classification due to (i) insufficient authorized shares for the Takeda Warrant and (ii) the Takeda Warrant Right not being indexed to the Company’s own stock. The fair value of the Takeda Warrants was derived from the model used to estimate the fair value the Company’s common stock (see Note 8) prior to the IPO. The Company continued to record the Takeda warrants at fair value until October 11, 2019 when the Company’s authorized shares of common stock increased to 50,000,000. The Company reclassified the full balance from warrant liabilities to additional paid-in capital. Additionally, upon the closing of the IPO, the Takeda Warrant Right expired without effect since no fair value had been allocated to it. The Lender Warrants are accounted for as liabilities as they contain a holder put right under which the lenders could require the Company to pay cash in exchange for the Lender Warrants. Prior to the Company’s IPO, the fair value of the Lender Warrants was estimated using a probability-weighted model considering IPO and non-IPO scenarios. The IPO scenarios utilized a binomial lattice model to estimate a distribution of total equity values as of a projected IPO date. The non-IPO scenario utilized the repurchase price associated with the warrant put right discounted to present value based on venture capital rates of return and the term associated with the put right. Following the Company’s IPO, the fair value of the Lender Warrants was estimated on the date of grant using the Black-Scholes option-pricing model with an expected term equal to the remaining contractual term of the warrants. The Company estimates its expected stock volatility based on the historical volatility of a set of peer companies, which are publicly traded, and expects to continue to do so until it has adequate historical data regarding the volatility of its own publicly-traded stock price. 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. The Company uses an expected dividend yield of zero based on the fact that the Company has never paid cash dividends and does not expect to pay cash dividends in the foreseeable future. As of December 31, 2019, the fair value of the Lender Warrants was $0.4 million. As further described in Note 5, the Company issued convertible promissory notes to Frazier (the “Frazier Notes”) from January 2018 to April 2019 and issued convertible promissory notes in May 2019 (the “May 2019 Notes”) to investors including Frazier. The Company has elected the fair value option for each of its convertible promissory note issuances. The fair value of the Frazier Notes was estimated using a scenario-based analysis that estimated the fair value of the convertible promissory notes based on the probability-weighted present value of expected future investment returns, considering possible outcomes available to the noteholders, including conversions in subsequent equity financings, change of control transactions, settlement and dissolution. The fair value of the May 2019 Notes is estimated using a scenario-based analysis that estimates the fair value of the convertible promissory notes based on the probability-weighted present value of expected future investment returns, considering each of the possible outcomes available to the noteholders, including various IPO, settlement, equity financing, corporate transaction and dissolution scenarios. As of December 31, 2018, the fair value of the Frazier Notes was $2.0 million and the Frazier Notes were exchanged for May 2019 Notes in May 2019. The principal and accrued interest of the May 2019 Notes automatically converted into 6,107,918 shares of common stock immediately prior to the completion of the IPO. The Company adjusts the carrying value of its warrant liabilities and convertible promissory notes to their estimated fair value at each reporting date, with any related increases or decreases in the fair value recorded as change in fair value of warrant liabilities and change in fair value of convertible promissory notes, respectively, in the combined statements of operations. Liability At initial valuation date Fair value method at initial valuation date (and relative weighting) KEY unobservable inputs Range Fair value at conversion date Conversion Date Takeda Warrants $ 47,894 Financing transactions (40%) Income approach (60%) Transaction prices per share Estimated time to liquidity Discount rate $9.33 - $19.00 0.09 - 1.77 years 7.5% $ 144,172 October 11, 2019 May 2019 Notes $ 90,250 Financing transactions (40%) Income approach (60%) Estimated time to liquidity Volatility Discount rate 0.09 - 1.77 years 65% 22.6% - 25% $ 139,847 October 29, 2019 The following table provides a reconciliation of all liabilities measured at fair value using Level 3 significant unobservable inputs (in thousands): Warrant Liabilities Convertible Promissory Notes Balance at January 1, 2018 $ — $ — Issuance of convertible promissory notes — 1,900 Change in fair value — 50 Balance at December 31, 2018 — 1,950 Issuance of convertible promissory notes — 90,750 Exchange of convertible promissory notes (Note 5) — (2,399 ) Issuance of warrants 48,313 — Change in fair value 96,272 49,546 Reclass Takeda Warrant into equity (Note 4) (144,172 ) — Conversion of May 2019 Notes into common shares upon IPO (Note 5) — (139,847 ) Balance at December 31, 2019 $ 413 $ — |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. Cash and cash equivalents include cash in readily available checking accounts and money market funds. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. |
Property, Plant, and Equipment, Net | Property, Plant, and Equipment, Net Property, plant and equipment are recorded at cost, less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the useful life of the asset. Computer equipment and related software are depreciated over two to three years. Furniture and fixtures are depreciated over three years. Leasehold improvements are amortized over the lesser of the lease term or the estimated useful lives of the related assets. Expenditures for repairs and maintenance of assets are charged to expense as incurred. Upon retirement or sale, the cost and related accumulated depreciation of assets disposed of are removed from the accounts and any resulting gain or loss is included in loss from operations. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets, including property, plant and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than the carrying amount. The impairment loss, if recognized, would be based on the excess of the carrying value of the impaired asset over its respective fair value. No impairment losses have been recorded through December 31, 2019. |
Leases | Leases At the inception of a contractual arrangement, the Company determines whether the contract contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, the Company records the associated lease liability and corresponding right-of-use asset upon commencement of the lease using the implicit rate or a discount rate based on a credit-adjusted secured borrowing rate commensurate with the term of the lease. The Company additionally evaluates leases at their inception to determine if they are to be accounted for as an operating lease or a finance lease. A lease is accounted for as a finance lease if it meets one of the following five criteria: the lease has a purchase option that is reasonably certain of being exercised, the present value of the future cash flows is substantially all of the fair market value of the underlying asset, the lease term is for a significant portion of the remaining economic life of the underlying asset, the title to the underlying asset transfers at the end of the lease term, or if the underlying asset is of such a specialized nature that it is expected to have no alternative uses to the lessor at the end of the term. Leases that do not meet the finance lease criteria are accounted for as an operating lease. Operating lease assets represent a right to use an underlying asset for the lease term and operating lease liabilities represent an obligation to make lease payments arising from the lease. Operating lease liabilities with a term greater than one year and their corresponding right-of-use assets are recognized on the balance sheet at the commencement date of the lease based on the present value of lease payments over the expected lease term. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received. As the Company’s leases do not typically provide an implicit rate, the Company utilizes the appropriate incremental borrowing rate, determined as the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and in a similar economic environment. Lease cost is recognized on a straight-line basis over the lease term and variable lease payments are recognized as operating expenses in the period in which the obligation for those payments is incurred. Variable lease payments primarily include common area maintenance, utilities, real estate taxes, insurance, and other operating costs that are passed on from the lessor in proportion to the space leased by the Company. The Company has elected the practical expedient to not separate between lease and non-lease components. |
Research and Development Expenses and Accruals | Research and Development Expenses and Accruals All research and development costs are expensed in the period incurred and consist primarily of salaries, payroll taxes, employee benefits, stock-based compensation charges for those individuals involved in research and development efforts, external research and development costs incurred under agreements with contract research organizations and consultants to conduct and support the Company’s ongoing clinical trials of vonoprazan, and costs related to manufacturing vonoprazan for clinical trials. The Company has entered into various research and development contracts with clinical research organizations, clinical manufacturing organizations and other companies. Payments for these activities are based on the terms of the individual agreements, which may differ from the pattern of costs incurred, and payments made in advance of or after performance are reflected in the accompanying balance sheets as prepaid expenses or accrued liabilities, respectively. The Company records accruals for estimated costs incurred for ongoing research and development activities. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the services, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates may be made in determining the prepaid or accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. |
In-Process Research and Development | In-Process Research and Development The Company evaluates whether acquired intangible assets are a business under applicable accounting standards. Additionally, the Company evaluates whether the acquired assets have a future alternative use. Intangible assets that do not have future alternative use are considered acquired in-process research and development. When the acquired in-process research and development assets are not part of a business combination, the value of the consideration paid is expensed on the acquisition date. Future costs to develop these assets are recorded to research and development expense as they are incurred. |
General and Administrative Expenses | General and Administrative Expenses General and administrative expenses consist of salaries, stock-based compensation, facilities and third-party expenses. General and administrative expenses are associated with the activities of the executive, finance, accounting, information technology, legal, medical affairs and human resource functions. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense represents the cost of the grant date fair value of equity awards recognized over the requisite service period of the awards (generally the vesting period) on a straight-line basis. The Company recognizes forfeitures as they occur. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the statement of operations in the period that includes the enactment date. The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process whereby (i) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. Any accrued interest and penalties are included within the related tax liability. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources. The Company’s comprehensive loss was the same as its reported net loss for all periods presented. |
Segment Reporting | Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions on how to allocate resources and assess performance. The Company views its operations and manages its business as one operating segment. |
Net Loss Per Share | Net Loss Per Share For the years ended December 31, 2019 and 2018, the net loss per share was recast to include in the numerator the net losses of both the Company and YamadaCo and include in the denominator the combined weighted-average outstanding shares of both the Company and YamadaCo. Basic net loss per share is computed by dividing the combined net loss by the weighted-average number of common shares outstanding for the period, without consideration for potentially dilutive securities. The Company included 7,588,000 shares of common stock under the Takeda Warrant in the calculation of basic weighted-average common shares outstanding from the time it became exercisable at the Company’s IPO because the Takeda Warrant is issuable for little consideration. The Company has excluded weighted-average unvested shares of 3,593,034 from the weighted-average number of common shares outstanding for the year ended December 31, 2019. No shares of common stock were unvested during the year ended December 31, 2018. Diluted net loss per share is computed by dividing the combined net loss by the weighted-average number of common shares and dilutive common stock equivalents outstanding for the period determined using the treasury-stock and if-converted methods. Dilutive common stock equivalents are comprised of unvested common stock, options, warrants and convertible promissory notes. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion of the potentially dilutive securities would be antidilutive. The following potentially dilutive securities were excluded from the computation of diluted net loss per share for the periods presented because their inclusion would have been antidilutive: Years Ended December 31, 2019 2018 Warrants 16,446 — Stock options 1,400,528 — Shares subject to repurchase 3,593,034 — |
Recently Adopted and Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Compensation—Stock Compensation Equity—Equity-Based Payments to Non-Employees In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Recently Issued Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, |
Organization, Basis of Presen_3
Organization, Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Liabilities Measured at Fair Value on Recurring Basis | Liabilities measured at fair value on a recurring basis are as follows (in thousands): Fair Value Measurements at Reporting Date Using: Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) As of December 31, 2018: Convertible promissory notes $ 1,950 $ — $ — $ 1,950 As of December 31, 2019: Warrant liabilities $ 413 $ — $ — $ 413 Total $ 413 $ — $ — $ 413 |
Schedule of Adjustment of Carrying Value to Their Estimated Fair Value | The Company adjusts the carrying value of its warrant liabilities and convertible promissory notes to their estimated fair value at each reporting date, with any related increases or decreases in the fair value recorded as change in fair value of warrant liabilities and change in fair value of convertible promissory notes, respectively, in the combined statements of operations. Liability At initial valuation date Fair value method at initial valuation date (and relative weighting) KEY unobservable inputs Range Fair value at conversion date Conversion Date Takeda Warrants $ 47,894 Financing transactions (40%) Income approach (60%) Transaction prices per share Estimated time to liquidity Discount rate $9.33 - $19.00 0.09 - 1.77 years 7.5% $ 144,172 October 11, 2019 May 2019 Notes $ 90,250 Financing transactions (40%) Income approach (60%) Estimated time to liquidity Volatility Discount rate 0.09 - 1.77 years 65% 22.6% - 25% $ 139,847 October 29, 2019 |
Schedule of Reconciliation of Liabilities Measured at Fair Value | The following table provides a reconciliation of all liabilities measured at fair value using Level 3 significant unobservable inputs (in thousands): Warrant Liabilities Convertible Promissory Notes Balance at January 1, 2018 $ — $ — Issuance of convertible promissory notes — 1,900 Change in fair value — 50 Balance at December 31, 2018 — 1,950 Issuance of convertible promissory notes — 90,750 Exchange of convertible promissory notes (Note 5) — (2,399 ) Issuance of warrants 48,313 — Change in fair value 96,272 49,546 Reclass Takeda Warrant into equity (Note 4) (144,172 ) — Conversion of May 2019 Notes into common shares upon IPO (Note 5) — (139,847 ) Balance at December 31, 2019 $ 413 $ — |
Schedule of Potentially Dilutive Securities from Computation of Diluted Net Loss Per Share | The following potentially dilutive securities were excluded from the computation of diluted net loss per share for the periods presented because their inclusion would have been antidilutive: Years Ended December 31, 2019 2018 Warrants 16,446 — Stock options 1,400,528 — Shares subject to repurchase 3,593,034 — |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Property, Plant and Equipment, Net | Property, plant and equipment, net, consist of the following (in thousands): Years Ended December 31, 2019 2018 Computer equipment and software $ 152 $ — Furniture and fixtures 306 — Leasehold improvements 13 — 471 $ — Less: accumulated depreciation (8 ) — Total property, plant and equipment, net $ 463 $ — |
Schedule of Accrued Expenses | Accrued expenses consist of the following (in thousands): Years Ended December 31, 2019 2018 Accrued R&D expenses $ 384 $ — Accrued compensation expenses 1,052 76 Accrued professional & consulting expenses 478 94 Accrued other 405 — Total accrued expenses $ 2,319 $ 170 |
Leases Commitments (Tables)
Leases Commitments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Summary of Supplemental Balance Sheet Information Related to Leases | The following table summarizes supplemental balance sheet information related to leases as of December 31, 2019. The Company had no leases during the year ended December 31, 2018. Year Ended December 31, 2019 Assets: Operating lease right-of-use assets $ 933 Total right-of-use assets 933 Liabilities: Operating lease liabilities, current 161 Operating lease liabilities, non-current 635 Total operating lease liabilities $ 796 |
Summary of Future Minimum Lease Payments Under Operating Lease | As of December 31, 2019, the future minimum annual lease payments under the operating lease were as follows (in thousands): 2020 $ 166 2021 171 2022 176 2023 181 2024 186 Thereafter 80 Total minimum lease payments $ 960 Less: amount representing interest (164 ) Present value of operating lease liabilities 796 Less: operating lease liabilities, current (161 ) Operating lease liabilities $ 635 Weighted-average remaining lease term (in years) 5.33 Weighted-average incremental borrowing rate 7.25 % |
Summary of Lease Costs, Cash Payments, and Operating Lease Liabilities Arising from Obtaining Right-of-use Assets | The table below summarizes the Company’s lease costs, cash payments, and operating lease liabilities arising from obtaining right-of-use assets under its operating lease obligations during the year ended December 31, 2019: December 31, 2019 Total operating lease expense 51 Supplemental non-cash information: Operating lease liabilities arising from obtaining right-of-use assets 796 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt consists of the following (in thousands): December 31, 2019 Long-term debt $ 25,000 Unamortized debt discount (2,223 ) Long-term debt, net of debt discount $ 22,777 |
Schedule of Future Minimum Principal and Interest Payments Under Term Loans | Future minimum principal and interest payments under the Term Loans, including the final payment fee, as of December 31, 2019 are as follows (in thousands): Year ending December 31: 2020 $ 1,843 2021 6,609 2022 9,533 2023 8,920 2024 5,599 Total principal and interest payments 32,504 Less interest and final payment fee (7,504 ) Long-term debt $ 25,000 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Unvested Shares | A summary of the Company’s unvested shares is as follows: Balance at January 1, 2019 — Vesting restrictions placed on previously issued shares 3,373,408 Sale of unvested common stock 2,524,852 Issuance of unvested restricted stock awards 16,260 Unvested common stock repurchased (17,560 ) Share vesting (1,660,712 ) Balance at December 31, 2019 4,236,248 |
Summary of Common Stock Reserved for Future Issuance | Common stock reserved for future issuance consists of the following: December 31, 2019 Common stock warrants 7,604,446 Stock options outstanding 1,400,528 Shares available for issuance under the 2019 Incentive Plan 2,700,000 Shares available for issuance under the ESPP Plan 270,000 Balance at December 31, 2019 11,974,974 |
Summary of Stock Option Activity | A summary of the Company’s stock option activity and related information is as follows: Options Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Balance at December 31, 2018 Options granted 1,400,528 $ 9.10 — — Options exercised and shares vested — — — — Options cancelled — — — — Balance at December 31, 2019 1,400,528 $ 9.10 9.69 $ 30,874 Options exercisable as of December 31, 2019 — — — — |
Summary of Weighted-Average Assumptions Used to Estimate Fair Value of Stock Options Granted | The weighted-average assumptions used to estimate the fair value of stock options using the Black-Scholes option valuation model and the resulting weighted average fair value of stock options granted were as follows: Years Ended December 31, 2019 2018 Assumptions: Expected term (in years) 6.07 — Expected volatility 60.17 % — Risk free interest rate 1.58 % — Dividend yield — — |
Summary of Stock-Based Compensation Expense | Stock-based compensation expense recognized for all equity awards, including founder stock, has been reported in the combined statements of operations as follows (in thousands): Years Ended December 31, 2019 2018 Research and development expense $ 106 $ — General and administrative expense 300 — Total $ 406 $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Reconciliation Between Provision for Income Taxes and Income Taxes Computed Using U.S. Federal Statutory Corporate Tax Rate | A reconciliation between the provision for income taxes and income taxes computed using the U.S. federal statutory corporate tax rate is as follows (in thousands): Years Ended December 31, 2019 2018 Income taxes computed at the statutory rate $ (53,578 ) $ (271 ) State income taxes, net of federal benefit — — Permanent items 552 2 Change in fair value of warrants and convertible debt 30,622 12 Research and development credit (697 ) — Change in valuation allowance 23,046 257 Other 55 — Provision (benefit) for income taxes $ — $ — |
Components of Deferred Tax Assets | Significant components of the Company’s net deferred tax assets are as follows (in thousands): Years Ended December 31, 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 6,322 $ 5 Accruals and reserves 204 16 Intangible assets 16,050 236 Other 921 — Gross deferred tax assets 23,497 257 Less valuation allowance (23,301 ) (257 ) Deferred tax assets, net of valuation allowance 196 — Deferred tax liabilities: Other (196 ) — Net deferred tax assets $ — $ — |
Summary of Activity Related to Gross Unrecognized Benefits | The following table summarizes the activity related to the Company's gross unrecognized tax benefits: Year Ended December 31, 2019 Beginning balance $ — Increases related to current year tax positions 176 Ending balance $ 176 |
Quarterly Financial Informati_2
Quarterly Financial Information (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information (unaudited) | The following table summarizes the unaudited combined financial results of operations for the quarters indicated: 2019 Quarter Ended March 31, June 30, September 30, December 31, (unaudited) Operating expenses: Research and development $ 429 $ 2,772 $ 4,469 $ 12,704 In-process research and development — 78,897 — — General and administrative 797 1,345 1,813 2,989 Total operating expenses 1,226 83,014 6,282 15,693 Loss from operations (1,226 ) (83,014 ) (6,282 ) (15,693 ) Total other income (expense) (25 ) (4,748 ) (61,830 ) (82,313 ) Net loss $ (1,251 ) $ (87,762 ) $ (68,112 ) $ (98,006 ) Net loss per share, basic and diluted $ (0.19 ) $ (13.11 ) $ (9.30 ) $ (3.97 ) Weighted-average shares of common stock outstanding, basic and diluted 6,585,503 6,694,682 7,326,090 24,706,661 2018 Quarter Ended March 31, June 30, September 30, December 31, (unaudited) Operating expenses: Research and development $ — $ — $ 6 $ 14 General and administrative 251 255 262 437 Total operating expenses 251 255 268 451 Loss from operations (251 ) (255 ) (268 ) (451 ) Total other income (expense) (3 ) (5 ) (22 ) (33 ) Net loss $ (254 ) $ (260 ) $ (290 ) $ (484 ) Net loss per share, basic and diluted $ (0.07 ) $ (0.04 ) $ (0.04 ) $ (0.07 ) Weighted-average shares of common stock outstanding, basic and diluted 3,886,328 6,760,334 6,760,334 6,760,334 |
Organization, Basis of Presen_4
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) | Oct. 29, 2019USD ($)shares | Oct. 11, 2019shares | May 06, 2019shares | Dec. 31, 2019USD ($)Segmentshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2019USD ($)shares | May 07, 2019USD ($) |
Organization Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||||
Proceeds from Initial Public Offering (IPO) | $ 191,472,000 | ||||||
Description of forward stock split | 2.168-for-1 | 1,559.1183-for-1 | |||||
Forward stock split conversion ratio | 2.168 | 1,559.1183 | |||||
Common stock, authorized shares | shares | 50,000,000 | 400,000,000 | 400,000,000 | ||||
Fair value liabilities, level 1 to level 2 transfers, amount | $ 0 | $ 0 | $ 0 | ||||
Fair value liabilities, level 2 to level 1 transfers, amount | 0 | 0 | 0 | ||||
Fair value liability, transfers into level 3 | 0 | 0 | |||||
Fair value liability, transfers out of level 3 | $ 0 | $ 0 | |||||
Expected dividend yield | 0.00% | ||||||
Impairment losses | $ 0 | ||||||
Number of operating segment | Segment | 1 | ||||||
Operating lease right-of-use assets | $ 933,000 | 933,000 | |||||
Lease liabilities | $ 796,000 | 796,000 | |||||
Unvested Shares | |||||||
Organization Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||||
Weighted-average unvested shares | shares | 3,593,034 | 0 | |||||
Furniture and Fixtures | |||||||
Organization Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||||
Property and equipment, useful life | 3 years | ||||||
Minimum | Computer Equipment and Related Software | |||||||
Organization Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||||
Property and equipment, useful life | 2 years | ||||||
Maximum | Computer Equipment and Related Software | |||||||
Organization Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||||
Property and equipment, useful life | 3 years | ||||||
Frazier Notes | |||||||
Organization Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||||
Fair value of convertible notes | $ 2,000,000 | ||||||
May 2019 Notes | |||||||
Organization Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||||
Fair value of convertible notes | $ 2,400,000 | ||||||
Lender Warrants | |||||||
Organization Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||||
Fair value of warrants | $ 400,000 | 400,000 | |||||
Takeda Warrant | |||||||
Organization Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||||
Common stock, authorized shares | shares | 50,000,000 | ||||||
Shares of common stock included in calculation of basic weighted-average common shares | shares | 7,588,000 | ||||||
Fair Value, Recurring | |||||||
Organization Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||||
Financial assets fair value disclosure | $ 0 | 0 | |||||
Fair Value, Nonrecurring | |||||||
Organization Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||||
Non-financial assets fair value disclosure | 0 | 0 | |||||
Non-financial liabilities fair value disclosure | $ 0 | $ 0 | |||||
YamadaCo | |||||||
Organization Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||||
Merger of entities under common control into the Company, shares | shares | 6,760,334 | ||||||
Common Stock | |||||||
Organization Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||||
Common stock shares issued | shares | 2,524,852 | 1,000 | |||||
Purchase price | $ / shares | $ 1 | ||||||
Convertible securities converted into shares of common stock | shares | 6,107,918 | ||||||
Merger of entities under common control into the Company, shares | shares | 6,760,334 | ||||||
Common Stock | May 2019 Notes | |||||||
Organization Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||||
Convertible securities converted into shares of common stock | shares | 6,107,918 | ||||||
Common Stock | YamadaCo | |||||||
Organization Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||||
Convertible securities converted into shares of common stock | shares | 1,559.1183 | ||||||
IPO | Common Stock | |||||||
Organization Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||||
Common stock shares issued | shares | 10,997,630 | 10,997,630 | 10,997,630 | ||||
Proceeds from Initial Public Offering (IPO) | $ 191,500,000 | $ 191,500,000 |
Organization, Basis of Presen_5
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Liabilities measured at fair value | $ 413 | |
Warrant Liabilities | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Liabilities measured at fair value | 413 | |
Convertible Promissory Notes | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Liabilities measured at fair value | $ 1,950 | |
Significant Unobservable Inputs (Level 3) | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Liabilities measured at fair value | 413 | |
Significant Unobservable Inputs (Level 3) | Warrant Liabilities | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Liabilities measured at fair value | $ 413 | |
Significant Unobservable Inputs (Level 3) | Convertible Promissory Notes | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Liabilities measured at fair value | $ 1,950 |
Organization, Basis of Presen_6
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Adjustment of Carrying Value to Their Estimated Fair Value (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Oct. 29, 2019USD ($) | Oct. 11, 2019USD ($) | May 07, 2019USD ($) | |
Takeda and Lender Warrants | ||||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value of warrant liabilities | $ 144,172 | $ 47,894 | ||
Conversion date | Oct. 11, 2019 | |||
Takeda Warrants | Income Approach | Discount Rate | ||||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrant liabilities, measurement input | 7.5 | |||
Takeda Warrants | Minimum | Financing Transactions | ||||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrant liabilities, measurement input | 9.33 | |||
Warrant liabilities, measurement input [Extensible List] | us-gaap:MeasurementInputExercisePriceMember | |||
Takeda Warrants | Minimum | Income Approach | Expected Term | ||||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrant liabilities, term | 1 month 2 days | |||
Takeda Warrants | Maximum | Financing Transactions | ||||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrant liabilities, measurement input | 19 | |||
Warrant liabilities, measurement input [Extensible List] | us-gaap:MeasurementInputExercisePriceMember | |||
Takeda Warrants | Maximum | Income Approach | Expected Term | ||||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrant liabilities, term | 1 year 9 months 7 days | |||
May 2019 Notes | ||||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value of convertible promissory notes | $ 139,847 | $ 90,250 | ||
Conversion date | Oct. 29, 2019 | |||
May 2019 Notes | Income Approach | Volatility | ||||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Convertible promissory notes, measurement input | 65 | |||
May 2019 Notes | Minimum | Financing Transactions | ||||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Convertible promissory notes, term | 1 month 2 days | |||
Convertible promissory notes, measurement input [Extensible List] | us-gaap:MeasurementInputExpectedTermMember | |||
May 2019 Notes | Minimum | Income Approach | Discount Rate | ||||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Convertible promissory notes, measurement input | 22.6 | |||
May 2019 Notes | Maximum | Financing Transactions | ||||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Convertible promissory notes, term | 1 year 9 months 7 days | |||
Convertible promissory notes, measurement input [Extensible List] | us-gaap:MeasurementInputExpectedTermMember | |||
May 2019 Notes | Maximum | Income Approach | Discount Rate | ||||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Convertible promissory notes, measurement input | 25 |
Organization, Basis of Presen_7
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Adjustment of Carrying Value to Their Estimated Fair Value (Parenthetical) (Details) | May 07, 2019 |
Takeda Warrants | Financing Transactions | |
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value method, valuation processes percentage | 40.00% |
Takeda Warrants | Income Approach | |
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value method, valuation processes percentage | 60.00% |
May 2019 Notes | Financing Transactions | |
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value method, valuation processes percentage | 40.00% |
May 2019 Notes | Income Approach | |
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value method, valuation processes percentage | 60.00% |
Organization, Basis of Presen_8
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Reconciliation of Liabilities Measured at Fair Value (Details) - Significant Unobservable Inputs (Level 3) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Warrant Liabilities | ||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Issuance of warrants | $ 48,313 | |
Change in fair value | 96,272 | |
Reclass Takeda Warrant into equity (Note 4) | (144,172) | |
Ending Balance | 413 | |
Convertible Promissory Notes | ||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beginning Balance | 1,950 | |
Issuance of convertible promissory notes | 90,750 | $ 1,900 |
Exchange of convertible promissory notes (Note 5) | (2,399) | |
Change in fair value | 49,546 | 50 |
Conversion of May 2019 Notes into commonshares upon IPO (Note 5) | $ (139,847) | |
Ending Balance | $ 1,950 |
Organization, Basis of Presen_9
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share (Details) | 12 Months Ended |
Dec. 31, 2019shares | |
Warrant | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Common stock equivalents excluded from computation of diluted net loss per share | 16,446 |
Stock Options | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Common stock equivalents excluded from computation of diluted net loss per share | 1,400,528 |
Shares Subject to Repurchase | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Common stock equivalents excluded from computation of diluted net loss per share | 3,593,034 |
Balance Sheet Details - Schedul
Balance Sheet Details - Schedule of Property, Plant and Equipment, net (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Property Plant And Equipment [Line Items] | |
Property, plant and equipment, gross | $ 471 |
Less: accumulated depreciation | (8) |
Total property, plant and equipment, net | 463 |
Computer Equipment | |
Property Plant And Equipment [Line Items] | |
Property, plant and equipment, gross | 152 |
Furniture and Fixtures | |
Property Plant And Equipment [Line Items] | |
Property, plant and equipment, gross | 306 |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Property, plant and equipment, gross | $ 13 |
Balance Sheet Details - Additio
Balance Sheet Details - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Balance Sheet Related Disclosures [Abstract] | ||
Depreciation expense | $ 8,000 | $ 0 |
Disposal of property, plant or equipment | $ 0 |
Balance Sheet Details - Sched_2
Balance Sheet Details - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accrued Liabilities Current [Abstract] | ||
Accrued R&D expenses | $ 384 | |
Accrued compensation expenses | 1,052 | $ 76 |
Accrued professional & consulting expenses | 478 | 94 |
Accrued other | 405 | |
Total accrued expenses | $ 2,319 | $ 170 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Frazier | ||
Related Party Transaction [Line Items] | ||
Outstanding accounts payable and accrued expenses | $ 100,000 | $ 45,000 |
Shared operating expenses | 400,000 | 300,000 |
PCI Pharma Services | Clinical Manufacturing Services | ||
Related Party Transaction [Line Items] | ||
Outstanding accounts payable and accrued expenses | 300,000 | |
Expense related to services | 1,100,000 | |
Mountain Field LLC | ||
Related Party Transaction [Line Items] | ||
Outstanding accounts receivable | 0 | 19,000 |
Shared operating expenses | 100,000 | $ 4,000 |
Takeda | Takeda License | ||
Related Party Transaction [Line Items] | ||
Outstanding accounts payable and accrued expenses | 100,000 | |
Expense related to services | $ 100,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | Oct. 11, 2019 | May 07, 2019 | Dec. 31, 2019 |
Commitments And Contingencies [Line Items] | |||
Common stock fair value | $ 2,000 | ||
Common stock, shares issued | 28,964,506 | ||
Common stock, authorized shares | 50,000,000 | 400,000,000 | |
Full balance of Takeda warrant liabilities at fair value | $ 96,272,000 | ||
Acquired in-process research and development | $ 78,897,000 | ||
Takeda License | Takeda | |||
Commitments And Contingencies [Line Items] | |||
License agreement description | The agreement will remain in effect, on a country-by-country and product-by-product basis, until the later of (i) the expiration of the last to expire valid patent claim covering vonoprazan alone or in combination with at least one other therapeutically active ingredient, (ii) the expiration of the applicable regulatory exclusivity and (iii) 15 years from the date of first commercial sale, unless earlier terminated. The Company may terminate the Takeda License upon six months’ written notice. The Company and Takeda may terminate the Takeda License in the case of the other party’s insolvency or material uncured breach. Takeda may terminate the Takeda License if the Company challenges, or assists in challenging, licensed patents. | ||
Agreement expiration term from date of first commercial sale | 15 years | ||
Cash consideration paid for license | $ 25,000,000 | ||
Common stock fair value | $ 5,900,000 | ||
Common stock, shares issued | 1,084,000 | ||
Warrants exercise price | $ 0.00004613 | ||
Initial fair value of warrants | $ 47,900,000 | ||
Additional warrant issued | 0 | ||
Maximum amount payable in sales milestones upon achievement of specified levels of product sales | $ 250,000,000 | ||
Transaction costs | $ 100,000 | ||
Warrants expiration date | May 7, 2029 | ||
Full balance of Takeda warrant liabilities at fair value | $ 144,200,000 | ||
Acquired in-process research and development | $ 78,900,000 | ||
Takeda License | Takeda | Common Stock | |||
Commitments And Contingencies [Line Items] | |||
Warrants issued to purchase shares | 7,588,000 |
Convertible Promissory Notes -
Convertible Promissory Notes - Additional Information (Details) - USD ($) | Oct. 29, 2019 | May 07, 2019 | Apr. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Frazier Convertible Note Financing | |||||
Debt Instrument [Line Items] | |||||
Aggregate amount of debt instrument | $ 2,400,000 | ||||
Debt instrument issued, amount | $ 500,000 | $ 1,900,000 | |||
Interest expense | $ 15,000 | 13,000 | |||
Frazier Convertible Note Financing | Other Income (Expense) | |||||
Debt Instrument [Line Items] | |||||
Increases (decreases) in fair value of debt instrument | (50,000) | $ 50,000 | |||
Frazier Convertible Note Financing | Minimum | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate percentage | 1.68% | ||||
Frazier Convertible Note Financing | Maximum | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate percentage | 2.55% | ||||
May 2019 Convertible Note Financing | |||||
Debt Instrument [Line Items] | |||||
Aggregate amount of debt instrument | $ 90,300,000 | ||||
Debt instrument, interest rate percentage | 6.00% | ||||
Fair value of convertible promissory notes | $ 2,400,000 | ||||
Interest expense | 2,600,000 | ||||
Proceeds from issuance of unsecured debt | 87,800,000 | ||||
Non-cash charge related to final fair value adjustment of convertible promissory notes payable | $ 44,600,000 | ||||
May 2019 Convertible Note Financing | Common Stock | |||||
Debt Instrument [Line Items] | |||||
Debt instrument conversion, shares issued | 6,107,918 | ||||
May 2019 Convertible Note Financing | Frazier | |||||
Debt Instrument [Line Items] | |||||
Debt instrument purchased amount | $ 20,000,000 | ||||
May 2019 Convertible Note Financing | Other Income (Expense) | |||||
Debt Instrument [Line Items] | |||||
Increases (decreases) in fair value of debt instrument | $ 49,500,000 |
Leases Commitments - Additional
Leases Commitments - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2019USD ($)ft²Option | Oct. 31, 2019 | Aug. 31, 2019ft²Option | Dec. 31, 2019USD ($)ft² | |
Lessee Lease Description [Line Items] | ||||
Future minimum lease payment obligations | $ 960,000 | $ 960,000 | ||
Buffalo Grove, Illinois | ||||
Lessee Lease Description [Line Items] | ||||
Operating lease, term of contract | 65 months | |||
Operating lease rentable square feet | ft² | 10,043 | |||
Operating lease number of option to extend | Option | 1 | |||
Operating lease, option to extend description | The lease contains an option to extend the term for one additional five-year period | |||
Lessee, operating lease, existence of option to terminate | true | |||
Operating lease, renewal term | 5 years | |||
Operating lease, commencement date | 2019-10 | |||
Operating lease, monthly rent increasing in every 12 month, percentage | 3.00% | |||
Operating leases, rent expense | $ 51,000 | |||
Florham Park, New Jersey | ||||
Lessee Lease Description [Line Items] | ||||
Operating lease, term of contract | 62 months | 62 months | ||
Operating lease rentable square feet | ft² | 9,420 | 9,420 | ||
Operating lease number of option to extend | Option | 1 | |||
Operating lease, option to extend description | The lease contains an option to extend the term for one additional five-year period | |||
Lessee, operating lease, existence of option to terminate | true | |||
Operating lease, renewal term | 5 years | 5 years | ||
Future minimum lease payment obligations | $ 1,700,000 | $ 1,700,000 |
Leases Commitments - Summary of
Leases Commitments - Summary of Supplemental Balance Sheet Information Related to Leases (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Assets: | |
Operating lease right-of-use assets | $ 933 |
Liabilities: | |
Operating lease liabilities, current | 161 |
Operating lease liabilities, non-current | 635 |
Total operating lease liabilities | $ 796 |
Leases Commitments - Summary _2
Leases Commitments - Summary of Future Annual Minimum Lease Payments Under Operating Lease (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 166 |
2021 | 171 |
2022 | 176 |
2023 | 181 |
2024 | 186 |
Thereafter | 80 |
Total minimum lease payments | 960 |
Less: amount representing interest | (164) |
Total operating lease liabilities | 796 |
Less: operating lease liabilities, current | (161) |
Operating lease liabilities | $ 635 |
Weighted-average remaining lease term (in years) | 5 years 3 months 29 days |
Weighted-average incremental borrowing rate | 7.25% |
Leases Commitments - Summary _3
Leases Commitments - Summary of Lease Costs, Cash Payments, and Operating Lease Liabilities Arising from Obtaining Right-of-use Assets (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Lease Cost [Abstract] | |
Total operating lease expense | $ 51 |
Supplemental non-cash information: | |
Operating lease liabilities arising from obtaining right-of-use assets | $ 796 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Debt Disclosure [Abstract] | |
Long-term debt | $ 25,000 |
Unamortized debt discount | (2,223) |
Long-term debt, net of debt discount | $ 22,777 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) | May 14, 2019 | Dec. 31, 2019 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||
Long-term debt | $ 25,000,000 | $ 25,000,000 | |
Loan Agreement | |||
Debt Instrument [Line Items] | |||
Interest bearing rate upon customary events | 4.00% | ||
Warrants exercisable shares of common stock | 16,446 | ||
Warrants expire term | 10 years | ||
Warrants earlier termination date | Dec. 31, 2020 | ||
Aggregate repurchase price of warrants | $ 500,000 | ||
Fair value of warrant liabilities | 400,000 | ||
Interest expense | $ 1,600,000 | ||
Term Loans | |||
Debt Instrument [Line Items] | |||
Aggregate amount of debt instrument | 25,000,000 | ||
Debt instrument, additional borrowing capacity amount | $ 25,000,000 | ||
Debt instrument, covenant description | Term Loan B is available through March 31, 2020, provided that (i) the Company has received at least $150.0 million of net cash proceeds in connection with the issuance and sale, subsequent to April 1, 2019, of its equity securities and subordinated debt, (ii) the Company has initiated Phase 3 clinical trials for vonoprazan, and (iii) no event of default has occurred. | ||
Debt instrument, interest rate percentage | 7.25% | 6.50% | 6.50% |
Debt instrument, description | The monthly payments consist of interest-only through May 31, 2021 or, in the event of positive data with respect to the Company’s Phase 3 clinical trial in both indications for vonoprazan sufficient to file an NDA with the FDA, through May 31, 2022. | ||
Debt instrument maturity date | May 1, 2024 | ||
Debt instrument, final payment fee percentage | 8.25% | ||
Debt instrument, final payment fee | $ 2,100,000 | $ 2,100,000 | $ 2,100,000 |
Debt issuance costs | $ 200,000 | ||
Long-term debt | 25,000,000 | 25,000,000 | |
Accrued interest | 200,000 | $ 200,000 | |
Term Loans | Prime Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 1.75% | ||
Term Loans | Minimum | |||
Debt Instrument [Line Items] | |||
Threshold proceeds from issuance of equity securities and subordinated debt to borrow additional debt | $ 150,000,000 | ||
Term Loans | Maximum | |||
Debt Instrument [Line Items] | |||
Debt instrument, prepayment fee percentage of outstanding principal amount | 2.00% |
Long-Term Debt - Schedule of Fu
Long-Term Debt - Schedule of Future Minimum Principal and Interest Payments Under Term Loans (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Debt Disclosure [Abstract] | |
2020 | $ 1,843 |
2021 | 6,609 |
2022 | 9,533 |
2023 | 8,920 |
2024 | 5,599 |
Total principal and interest payments | 32,504 |
Less interest and final payment fee | (7,504) |
Long-term debt | $ 25,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 29, 2019 | Nov. 30, 2019 | Oct. 31, 2019 | May 31, 2019 | Mar. 31, 2019 | May 06, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Proceeds from issuance of common stock | $ 2 | ||||||||
Repurchases of shares | 17,560 | ||||||||
Proceeds from Initial Public Offering (IPO) | $ 191,472 | ||||||||
Stock options, granted | 1,400,528 | ||||||||
Common stock initially reserved for issuance | 11,974,974 | 11,974,974 | |||||||
Expected dividend yield | 0.00% | ||||||||
Unrecognized stock-based compensation expense | $ 6,800 | $ 6,800 | |||||||
Unrecognized stock-based compensation expense, weighted-average period for recognition | 3 years 9 months | ||||||||
Stock Options | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Common stock initially reserved for issuance | 1,400,528 | 1,400,528 | |||||||
Expected dividend yield | 0.00% | ||||||||
Existing Incentive Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Common stock, shares authorized for issuance | 2,231,739 | 2,231,739 | |||||||
Number of shares available for issuance | 0 | 0 | |||||||
Stock options, granted | 1,400,528 | ||||||||
Annual increase to shares available for issuance percentage of outstanding common stock | 5.00% | ||||||||
Equity plan, description | The number of shares initially available for issuance will be increased by (i) the number of shares subject to stock options or similar awards granted under the Existing Incentive Plan that expire or otherwise terminate without having been exercised in full after the effective date of the 2019 Plan and unvested shares issued pursuant to awards granted under the Existing Incentive Plan that are forfeited to or repurchased by the Company after the effective date of the 2019 Plan, with the maximum number of shares to be added to the 2019 Plan pursuant to clause (i) above equal to 1,416,788 shares, and (ii) an annual increase on January 1 of each calendar year beginning in 2020 and ending in 2029, equal to the lesser of (a) 5% of the shares of common stock outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares as determined by the board of directors. | ||||||||
Common stock initially reserved for issuance | 2,700,000 | 2,700,000 | |||||||
Existing Incentive Plan | Restricted Stock | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock awards, granted | 16,260 | ||||||||
Employee Stock Purchase Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Annual increase to shares available for issuance percentage of outstanding common stock | 1.00% | ||||||||
Equity plan, description | In addition, the number of shares available for issuance under the ESPP will be annually increased on January 1 of each calendar year beginning in 2020 and ending in 2029, by an amount equal to the lesser of: (i) 1% of the shares outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as is determined by the board of directors. | ||||||||
Common stock initially reserved for issuance | 270,000 | 270,000 | 270,000 | ||||||
Employee and Nonemployee Director | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Estimated weighted-average fair value | $ 5.12 | ||||||||
Common Stock | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Shares issued | 2,524,852 | 1,000 | |||||||
Number of shares authorized to repurchase | 3,373,408 | ||||||||
Stock repurchase program, number of shares right lapse | 843,352 | ||||||||
Remaining number of shares to be repurchased | 2,530,056 | ||||||||
Stock repurchase program, period in force | 48 months | ||||||||
Stock repurchase program expiration date | Mar. 31, 2023 | ||||||||
Proceeds from issuance of common stock | $ 1,000 | ||||||||
Repurchase right lapse each month after first anniversary, shares | 0.000208 | ||||||||
Repurchases of shares | 17,560 | ||||||||
Shares aggregate repurchase price | $ 5.20 | ||||||||
Common Stock | Existing Incentive Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Common stock, shares authorized for issuance | 2,700,000 | 2,700,000 | |||||||
Additional number of shares available for issuance | 1,416,788 | ||||||||
Common Stock | Employee Stock Purchase Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Maximum percentage of eligible compensation contributed by participants | 20.00% | ||||||||
Common Stock | IPO | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Shares issued | 10,997,630 | 10,997,630 | 10,997,630 | ||||||
Common stock, price per share | $ 19 | ||||||||
Proceeds from Initial Public Offering (IPO) | $ 191,500 | $ 191,500 | |||||||
Common Stock | Underwriters | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Shares issued | 1,434,473 | ||||||||
Common Stock | Employees | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Remaining number of shares to be repurchased | 2,177,861 | 2,177,861 | |||||||
Common Stock | First Anniversary | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Repurchase right lapse rate | 25.00% | ||||||||
Common Stock | Takeda License | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Shares issued | 1,084,000 | 1,084,000 | |||||||
Common Stock | Founders | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Remaining number of shares to be repurchased | 2,055,684 | 2,055,684 | |||||||
Common Stock | Frazier | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Shares issued | 1,491,072 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Unvested Shares (Details) | 12 Months Ended |
Dec. 31, 2019shares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Vesting restrictions placed on previously issued shares | 3,373,408 |
Sale of unvested common stock | 2,524,852 |
Issuance of unvested restricted stock awards | 16,260 |
Unvested common stock repurchased | (17,560) |
Share vesting | (1,660,712) |
Balance at December 31, 2019 | 4,236,248 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Common Stock Reserved for Future Issuance (Details) - shares | Dec. 31, 2019 | Oct. 31, 2019 |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Common stock reserved for future issuance (in shares) | 11,974,974 | |
Common stock warrants | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Common stock reserved for future issuance (in shares) | 7,604,446 | |
Stock Options Outstanding | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Common stock reserved for future issuance (in shares) | 1,400,528 | |
2019 Equity Incentive Plan | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Common stock reserved for future issuance (in shares) | 2,700,000 | |
ESPP Plan | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Common stock reserved for future issuance (in shares) | 270,000 | 270,000 |
Stockholders' Equity - Summar_3
Stockholders' Equity - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Options Outstanding, Options granted | 1,400,528 | |
Options Outstanding, Ending Balance | 1,400,528 | |
Weighted-Average Exercise Price, Options granted | $ 9.10 | |
Weighted-Average Exercise Price, Ending Balance | $ 9.10 | |
Weighted-Average Remaining Contractual Term | 9 years 8 months 8 days | 0 years |
Weighted-Average Remaining Contractual Term, Options exercisable | 0 years | |
Aggregate Intrinsic Value, Balance | $ 30,874 |
Stockholders' Equity - Summar_4
Stockholders' Equity - Summary of Weighted-Average Assumptions Used to Estimate Fair Value of Stock Options Granted (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Assumptions: | ||
Expected term (in years) | 6 years 25 days | 0 years |
Expected volatility | 60.17% | |
Risk free interest rate | 1.58% | |
Expected dividend yield | 0.00% |
Stockholders' Equity - Summar_5
Stockholders' Equity - Summary of Stock-Based Compensation Expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |
Stock-based compensation expense | $ 406 |
Research and Development Expense | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |
Stock-based compensation expense | 106 |
General and Administrative Expense | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |
Stock-based compensation expense | $ 300 |
Income Taxes - Reconciliation B
Income Taxes - Reconciliation Between Provision for Income Taxes and Income Taxes Computed Using U.S. Federal Statutory Corporate Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Income taxes computed at the statutory rate | $ (53,578) | $ (271) |
Permanent items | 552 | 2 |
Change in fair value of warrants and convertible debt | 30,622 | 12 |
Research and development credit | (697) | |
Change in valuation allowance | 23,046 | 257 |
Other | 55 | |
Provision (benefit) for income taxes | $ 0 | $ 0 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 6,322 | $ 5 |
Accruals and reserves | 204 | 16 |
Intangible assets | 16,050 | 236 |
Other | 921 | |
Gross deferred tax assets | 23,497 | 257 |
Less valuation allowance | (23,301) | $ (257) |
Deferred tax assets, net of valuation allowance | 196 | |
Deferred tax liabilities: | ||
Other | (196) | |
Net deferred tax assets | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | ||
Gross unrecognized tax benefits | $ 176,000 | |
Unrecognized tax benefits that would affect effective tax rate | 0 | |
Interest or penalties related income tax | 0 | |
Accrual for interest or penalties related to income tax | 0 | |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards which are carried over indefinitely | 30,100,000 | $ 23,000 |
Research and development credits | $ 900,000 | |
Research and development credits expiration period | 2038 |
Income Taxes - Summary of Activ
Income Taxes - Summary of Activity Related to Gross Unrecognized Tax Benefits (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Income Tax Disclosure [Abstract] | |
Increases related to current year tax positions | $ 176 |
Ending balance | $ 176 |
Schedule of Quarterly Financial
Schedule of Quarterly Financial Information (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating expenses: | ||||||||||
Research and development | $ 12,704 | $ 4,469 | $ 2,772 | $ 429 | $ 14 | $ 6 | $ 20,374 | $ 20 | ||
In-process research and development | 78,897 | 78,897 | ||||||||
General and administrative | 2,989 | 1,813 | 1,345 | 797 | 437 | 262 | $ 255 | $ 251 | 6,944 | 1,205 |
Total operating expenses | 15,693 | 6,282 | 83,014 | 1,226 | 451 | 268 | 255 | 251 | 106,215 | 1,225 |
Loss from operations | (15,693) | (6,282) | (83,014) | (1,226) | (451) | (268) | (255) | (251) | (106,215) | (1,225) |
Total other income (expense) | (82,313) | (61,830) | (4,748) | (25) | (33) | (22) | (5) | (3) | (148,916) | (63) |
Net loss | $ (98,006) | $ (68,112) | $ (87,762) | $ (1,251) | $ (484) | $ (290) | $ (260) | $ (254) | $ (255,131) | $ (1,288) |
Net loss per share, basic and diluted | $ (3.97) | $ (9.30) | $ (13.11) | $ (0.19) | $ (0.07) | $ (0.04) | $ (0.04) | $ (0.07) | $ (22.45) | $ (0.21) |
Weighted-average shares of common stock outstanding, basic and diluted | 24,706,661 | 7,326,090 | 6,694,682 | 6,585,503 | 6,760,334 | 6,760,334 | 6,760,334 | 3,886,328 | 11,366,916 | 6,051,675 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Millions | May 14, 2019 | Dec. 31, 2019 | Mar. 17, 2020 |
Term Loans | |||
Subsequent Event [Line Items] | |||
Debt instrument, description | The monthly payments consist of interest-only through May 31, 2021 or, in the event of positive data with respect to the Company’s Phase 3 clinical trial in both indications for vonoprazan sufficient to file an NDA with the FDA, through May 31, 2022. | ||
Debt instrument maturity date | May 1, 2024 | ||
Aggregate amount of debt instrument | $ 25 | ||
Term Loans | Amendment | |||
Subsequent Event [Line Items] | |||
Debt instrument, description | Pursuant to the Amendment, the interest-only payment period, which ends on May 31, 2021, will be extended either (i) until December 31, 2021, if the Company receives positive data from its Phase 3 clinical trial in H. pylori infection sufficient to file an NDA with the FDA; or (ii) until November 30, 2022, if the Company receives positive data from its Phase 3 clinical trials in both indications for vonoprazan sufficient to file an NDA with the FDA; provided, in each case, that the Company has drawn down Term Loan B. | ||
Term Loan B | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Aggregate amount of debt instrument | $ 25 |