Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 31, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39381 | |
Entity Registrant Name | PANDION THERAPEUTICS, INC. | |
Entity Central Index Key | 0001807901 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 83-3015614 | |
Entity Address, Address Line One | 134 Coolidge Avenue | |
Entity Address, City or Town | Watertown | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02472 | |
City Area Code | 617 | |
Local Phone Number | 393-5925 | |
Title of 12(b) Security | Common stock, par value $0.001 per share | |
Trading Symbol | PAND | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 29,519,902 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 105,725 | $ 15,970 |
Accounts receivable | 1,318 | 1,035 |
Prepaid expenses and other current assets | 3,377 | 2,960 |
Total current assets | 110,420 | 19,965 |
Property and equipment, net | 2,592 | 1,054 |
Restricted cash | 502 | |
Total assets | 113,514 | 21,019 |
Current liabilities: | ||
Accounts payable | 3,742 | 1,207 |
Accrued expenses and other current liabilities | 2,260 | 1,455 |
SAFE agreement | 6,000 | |
Current portion of deferred revenue | 4,748 | 4,365 |
Total current liabilities | 16,750 | 7,027 |
Deferred revenue, net of current portion | 4,582 | 6,053 |
Long-term debt, net of issuance costs | 1,815 | 3,676 |
Other long-term liabilities | 253 | 85 |
Total liabilities | 23,400 | 16,841 |
Commitments and contingencies (Note 7) | ||
Redeemable convertible preferred shares, no par value; 91,534,629 and 51,217,321 shares authorized at June 30, 2020 and December 31, 2019, respectively; 91,441,336 and 35,524,212 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively; liquidation value of $152,596 at June 30, 2020 | 152,596 | 46,967 |
Members’ deficit | ||
Incentive shares, no par value; 13,182,678 and 7,717,678 shares authorized at June 30, 2020 and December 31, 2019, respectively; 2,364,595 and 946,751 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively | 382 | 172 |
Accumulated deficit | (62,864) | (42,961) |
Total members’ deficit | (62,482) | (42,789) |
Total liabilities, redeemable convertible preferred shares and members’ deficit | $ 113,514 | $ 21,019 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Redeemable convertible preferred shares, par value | $ 0 | $ 0 |
Redeemable convertible preferred shares, shares authorized | 91,534,629 | 51,217,321 |
Redeemable convertible preferred shares, shares issued | 91,441,336 | 35,524,212 |
Redeemable convertible preferred shares, shares outstanding | 91,441,336 | 35,524,212 |
Redeemable convertible preferred shares, liquidation value | $ 152,596 | |
Common shares, no par value | $ 0 | $ 0 |
Common shares, authorized | 100,000,000 | 62,000,000 |
Common shares, Issued | 1,237,639 | 1,237,639 |
Common shares, outstanding | 1,195,794 | 1,110,767 |
Incentive shares no par value | $ 0 | $ 0 |
Incentive shares, authorized | 13,182,678 | 7,717,678 |
Incentive shares, issued | 2,364,595 | 946,751 |
Incentive shares, outstanding | 2,364,595 | 946,751 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenue | $ 1,955 | $ 3,956 | ||
Operating expenses | ||||
Research and development | 8,860 | $ 4,934 | 15,802 | $ 10,019 |
General and administrative | 2,297 | 840 | 3,863 | 1,614 |
Total operating expenses | 11,157 | 5,774 | 19,665 | 11,633 |
Loss from operations | (9,202) | (5,774) | (15,709) | (11,633) |
Interest income | 4 | 89 | 45 | 143 |
Interest expense | (39) | (82) | ||
Fair value adjustments to convertible note | 89 | |||
Net loss | (9,237) | (5,685) | (15,657) | (11,490) |
Change in redemption value of redeemable convertible preferred shares | (2,712) | (982) | (4,245) | (1,936) |
Net loss attributable to common shares – basic and diluted | $ (11,949) | $ (6,667) | $ (19,902) | $ (13,426) |
Net loss per common share, basic and diluted | $ (10.15) | $ (6.30) | $ (17.23) | $ (13.19) |
Weighted-average number of shares outstanding used in computing net loss per common share, basic and diluted | 1,177,479 | 1,057,617 | 1,154,856 | 1,018,254 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible Preferred Shares and Members' Deficit (Unaudited) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Beginning balance | $ (50,683) | $ (42,789) | $ (23,807) | $ (17,057) | $ (42,789) | $ (17,057) | $ (17,057) | ||
Beginning balance (in shares) | 71,324,468 | 35,524,212 | 35,524,212 | 35,524,212 | |||||
Beginning balance | $ 108,020 | $ 46,967 | $ 43,897 | $ 46,967 | |||||
Issuance of Series A redeemable convertible preferred shares, net of issuance costs | $ 41,864 | $ 17,980 | $ 17,966 | ||||||
Issuance of Series A redeemable convertible preferred shares, net of issuance costs (in shares) | 20,116,868 | 15,693,109 | 15,693,109 | ||||||
Issuance of Series A Prime redeemable convertible preferred shares on conversion of JDRF note | $ 1,811 | ||||||||
Issuance of Series A Prime redeemable convertible preferred shares on conversion of JDRF note (in shares) | 948,225 | ||||||||
Issuance of Series B redeemable convertible preferred shares, net of issuance costs | $ 80,000 | $ 39,728 | |||||||
Issuance of Series B redeemable convertible preferred shares, net of issuance costs (in shares) | 19,158,922 | 19,158,922 | 19,158,922 | ||||||
Accretion of redeemable convertible preferred shares to redemption value | $ 2,712 | $ 1,534 | 982 | $ 954 | |||||
Accretion of redeemable convertible preferred shares to redemption value | (2,712) | (1,534) | (982) | (954) | |||||
Issuance of incentive shares | 150 | 60 | 11 | 9 | |||||
Net loss | (9,237) | (6,420) | (5,685) | (5,805) | (15,657) | (11,490) | (21,900) | ||
Ending balance | $ (62,482) | $ (50,683) | $ (62,482) | $ (50,683) | $ (30,463) | $ (23,807) | $ (62,482) | $ (30,463) | $ (42,789) |
Ending balance (in shares) | 91,441,336 | 71,324,468 | 91,441,336 | 71,324,468 | 35,524,212 | 35,524,212 | 91,441,336 | 35,524,212 | 35,524,212 |
Ending balance | $ 152,596 | $ 108,020 | $ 152,596 | $ 108,020 | $ 44,879 | $ 43,897 | $ 152,596 | $ 44,879 | $ 46,967 |
Redeemable Convertible Preferred Stock | |||||||||
Beginning balance (in shares) | 19,831,103 | 19,831,103 | 19,831,103 | ||||||
Beginning balance | $ 24,977 | $ 24,977 | $ 24,977 | ||||||
Reorganization (in shares) | (19,831,103) | ||||||||
Reorganization | $ (24,977) | ||||||||
Redeemable Convertible Preferred Shares | |||||||||
Beginning balance | |||||||||
Beginning balance (in shares) | 71,324,468 | 35,524,212 | 35,524,212 | 35,524,212 | |||||
Beginning balance | $ 108,020 | $ 46,967 | $ 43,897 | $ 46,967 | |||||
Reorganization (in shares) | 19,831,103 | ||||||||
Reorganization | $ 24,977 | ||||||||
Issuance of Series A redeemable convertible preferred shares, net of issuance costs | $ 17,980 | $ 17,966 | |||||||
Issuance of Series A redeemable convertible preferred shares, net of issuance costs (in shares) | 15,693,109 | 15,693,109 | |||||||
Issuance of Series A Prime redeemable convertible preferred shares on conversion of JDRF note | $ 1,811 | ||||||||
Issuance of Series A Prime redeemable convertible preferred shares on conversion of JDRF note (in shares) | 948,225 | ||||||||
Issuance of Series B redeemable convertible preferred shares, net of issuance costs | $ 41,864 | $ 39,728 | |||||||
Issuance of Series B redeemable convertible preferred shares, net of issuance costs (in shares) | 20,116,868 | 19,158,922 | |||||||
Accretion of redeemable convertible preferred shares to redemption value | $ 2,712 | $ 1,534 | $ 982 | $ 954 | |||||
Ending balance | $ 152,596 | $ 152,596 | $ 152,596 | ||||||
Ending balance (in shares) | 91,441,336 | 71,324,468 | 91,441,336 | 71,324,468 | 35,524,212 | 35,524,212 | 91,441,336 | 35,524,212 | 35,524,212 |
Ending balance | $ 108,020 | $ 108,020 | $ 44,879 | $ 43,897 | $ 44,879 | $ 46,967 | |||
Common Stock | |||||||||
Beginning balance (in shares) | 940,713 | 940,713 | 940,713 | ||||||
Reorganization (in shares) | (940,713) | ||||||||
Common Shares | |||||||||
Beginning balance (in shares) | 1,165,537 | 1,110,767 | 1,019,996 | 1,110,767 | |||||
Reorganization (in shares) | 940,713 | ||||||||
Vesting of restricted common shares | 30,257 | 54,770 | 79,283 | 79,283 | |||||
Ending balance (in shares) | 1,195,794 | 1,165,537 | 1,195,794 | 1,165,537 | 1,099,279 | 1,019,996 | 1,195,794 | 1,099,279 | 1,110,767 |
Incentive Shares | |||||||||
Beginning balance | $ 232 | $ 172 | $ 61 | $ 172 | |||||
Beginning balance (in shares) | 946,751 | 946,751 | 230,968 | 946,751 | |||||
Reorganization | $ 52 | ||||||||
Issuance of incentive shares | $ 150 | $ 60 | $ 11 | $ 9 | |||||
Issuance of incentive shares (in shares) | 1,417,844 | 66,532 | 230,968 | ||||||
Ending balance | $ 382 | $ 232 | $ 382 | $ 232 | $ 72 | $ 61 | $ 382 | $ 72 | $ 172 |
Ending balance (in shares) | 2,364,595 | 946,751 | 2,364,595 | 946,751 | 297,500 | 230,968 | 2,364,595 | 297,500 | 946,751 |
Additional Paid-In Capital | |||||||||
Beginning balance | $ 52 | $ 52 | $ 52 | ||||||
Reorganization | (52) | ||||||||
Accumulated Deficit | |||||||||
Beginning balance | $ (50,915) | $ (42,961) | $ (23,868) | (17,109) | $ (42,961) | (17,109) | (17,109) | ||
Accretion of redeemable convertible preferred shares to redemption value | (2,712) | (1,534) | (982) | (954) | |||||
Net loss | (9,237) | (6,420) | (5,685) | (5,805) | |||||
Ending balance | $ (62,864) | $ (50,915) | $ (62,864) | $ (50,915) | $ (30,535) | $ (23,868) | $ (62,864) | $ (30,535) | $ (42,961) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Convertible Preferred Shares and Members' Deficit (Unaudited) (Parenthetical) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Mar. 31, 2020 | Jan. 31, 2019 | Jun. 30, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Series A Redeemable Convertible Preferred Shares | |||||||
Shares issuance costs net | $ 34,000 | $ 20,000 | $ 34,000 | $ 20,000 | $ 33,000 | ||
Series B Redeemable Convertible Preferred Shares | |||||||
Shares issuance costs net | $ 271,000 | $ 136,000 | $ 271,000 | $ 407,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jan. 31, 2019 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Cash flows from operating activities | ||||||||
Net loss | $ (9,237,000) | $ (6,420,000) | $ (5,685,000) | $ (5,805,000) | $ (15,657,000) | $ (11,490,000) | $ (21,900,000) | |
Adjustment to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation expense | 171,000 | 112,000 | ||||||
Equity-based compensation expense | 210,000 | 20,000 | ||||||
Fair value adjustments on convertible notes | (89,000) | |||||||
Noncash interest expense | 39,000 | |||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | (283,000) | |||||||
Prepaid expenses and other current assets | 132,000 | 518,000 | ||||||
Accounts payable | 1,630,000 | 103,000 | ||||||
Accrued expenses and other current liabilities | 847,000 | (886,000) | ||||||
Deferred revenue | (1,088,000) | |||||||
Net cash used in operating activities | (14,088,000) | (11,623,000) | ||||||
Cash flows from investing activities | ||||||||
Purchases of property and equipment | (1,228,000) | (437,000) | ||||||
Net cash used in investing activities | (1,228,000) | (437,000) | ||||||
Cash flows from financing activities | ||||||||
Proceeds from simple agreement for future equity | 6,000,000 | |||||||
Net cash provided by financing activities | 105,573,000 | 17,967,000 | ||||||
Net increase in cash and cash equivalents | 90,257,000 | 5,907,000 | ||||||
Cash, cash equivalents and restricted cash, beginning of period | $ 10,172,000 | 15,970,000 | 10,172,000 | 15,970,000 | 10,172,000 | 10,172,000 | ||
Cash, cash equivalents and restricted cash, end of period | 106,227,000 | 16,079,000 | 106,227,000 | 16,079,000 | 15,970,000 | |||
Components of cash, cash equivalents, and restricted cash | ||||||||
Cash and cash equivalents | 105,725,000 | $ 16,079,000 | 105,725,000 | 16,079,000 | $ 15,970,000 | |||
Restricted cash | 502,000 | 502,000 | ||||||
Supplemental cash flow disclosures: | ||||||||
Cash paid for interest | 43,000 | |||||||
Supplemental disclosures of noncash activities: | ||||||||
Exchange of JDRF note and accrued interest for Series A redeemable convertible preferred shares | 1,811,000 | |||||||
Deferred offering costs not yet paid | 549,000 | |||||||
Purchase of property and equipment included in accounts payable | 481,000 | |||||||
Series A Redeemable Convertible Preferred Shares | ||||||||
Cash flows from financing activities | ||||||||
Proceeds from issuance of redeemable convertible preferred shares | 18,000,000 | 18,000,000 | ||||||
Redeemable convertible preferred share issuance costs | $ (34,000) | (20,000) | $ (34,000) | (20,000) | $ (33,000) | |||
Series B Redeemable Convertible Preferred Shares | ||||||||
Cash flows from financing activities | ||||||||
Proceeds from issuance of redeemable convertible preferred shares | 82,000,000 | |||||||
Redeemable convertible preferred share issuance costs | $ (136,000) | $ (271,000) | $ (407,000) |
Description of Business, Organi
Description of Business, Organization and Liquidity | 6 Months Ended |
Jun. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business, Organization and Liquidity | 1. Business Pandion Therapeutics Holdco LLC is a clinical stage biopharmaceutical company developing novel therapeutics designed to address the unmet needs of patients suffering from autoimmune diseases. We have combined a network-based conceptualization of the immune system with expertise in advanced protein engineering to develop our TALON (Therapeutic Autoimmune reguLatOry proteiN) drug design and discovery platform. As used in these financial statements, unless the context otherwise requires, references to the “company”, “we,” “us,” and “our” refer to Pandion Therapeutics Holdco LLC, its wholly owned subsidiaries Pandion Therapeutics, Inc. and Pandion Program Co 1, Inc., and Pandion Securities Corp., a subsidiary of Pandion Therapeutics, Inc. Pandion Therapeutics, Inc. was incorporated on September 19, 2016 as a Delaware corporation. We began operations in January 2017. Our principal offices are located in Watertown, Massachusetts. On December 31, 2018, Pandion Therapeutics Holdco LLC was formed in the state of Delaware. On January 1, 2019, we completed a series of transactions in which Pandion Therapeutics, Inc. became a direct wholly owned subsidiary of Pandion Therapeutics Holdco LLC and all outstanding equity securities of Pandion Therapeutics, Inc. were canceled and converted on a one-for-one basis into equity securities of Pandion Therapeutics Holdco LLC, which we refer to as the Restructuring. In accordance with the terms of the LLC Operating Agreement, and on the effective date of the Restructuring; • each share of Pandion Therapeutics, Inc. common stock issued and outstanding immediately prior to the effective date of the Restructuring was converted into one common share of Pandion Therapeutics Holdco LLC; • each share of Pandion Therapeutics, Inc. Series A redeemable convertible preferred stock issued and outstanding immediately prior to the effective date of the Restructuring was converted into one Series A redeemable convertible preferred share of Pandion Therapeutics Holdco LLC; • all outstanding stock options to purchase shares of Pandion Therapeutics, Inc. common stock were cancelled and replaced with the same number of incentive shares in Pandion Therapeutics Holdco LLC; • each warrant issued by Pandion Therapeutics, Inc. that was outstanding immediately prior to the effective date of the Restructuring was cancelled and an equivalent number of incentive shares of Pandion Therapeutics Holdco LLC were issued; and • Pandion Therapeutics, Inc. became a wholly owned subsidiary of Pandion Therapeutics Holdco LLC. We determined that the Restructuring lacked economic substance and was therefore accounted for in a manner consistent with a common control transaction. Similarly, as there was no change in fair value between shareholders, individually or as a class, we determined that the exchange of shares occurring in the Restructuring should be accounted for as a modification of the equity securities and presented as a reclassification of the components of equity. Initial Public Offering and Corporate Conversion As described in Note 14, in July 2020 we completed our initial public offering. In contemplation of the initial public offering, on July 10, 2020, our wholly owned subsidiary Pandion Therapeutics, Inc. changed its name to Pandion Operations, Inc. and we subsequently engaged in the following transactions, which we refer to collectively as the Conversion: • we converted from a Delaware limited liability company to a Delaware corporation by filing a certificate of conversion with the Secretary of State of the State of Delaware; and • we changed our name from Pandion Therapeutics Holdco LLC to Pandion Therapeutics, Inc. As part of the Conversion: • holders of Series A preferred shares of Pandion Therapeutics Holdco LLC received one share of Series A preferred stock of Pandion Therapeutics, Inc. for each Series A preferred share held immediately prior to the Conversion; • holders of Series A prime preferred shares of Pandion Therapeutics Holdco LLC received one share of Series A prime preferred stock of Pandion Therapeutics, Inc. for each Series A prime preferred share held immediately prior to the Conversion; • holders of Series B preferred shares of Pandion Therapeutics Holdco LLC received one share of Series B preferred stock of Pandion Therapeutics, Inc. for each Series B preferred share held immediately prior to the Conversion; • holders of common shares of Pandion Therapeutics Holdco LLC received one share of common stock of Pandion Therapeutics, Inc. for each common share held immediately prior to the Conversion; • holders of outstanding incentive shares in Pandion Therapeutics Holdco LLC, all of which were intended to constitute profits interests for U.S. federal income tax purposes, received a number of shares of common stock of Pandion Therapeutics, Inc. based upon a conversion price determined by our board of directors immediately prior to the Conversion. Of the shares of common stock issued in respect of incentive shares, 1,368,515 continue to be subject to vesting in accordance with the vesting schedule applicable to such incentive shares. Based on the determined fair value of $18.00 per common share, the incentive shares converted into an aggregate of 1,504,586 shares of our common stock, and we granted options to purchase an aggregate of 859,147 shares of our common stock. Following the Conversion, Pandion Therapeutics, Inc. held all property and assets of Pandion Therapeutics Holdco Therapeutics Holdco Therapeutics Holdco Therapeutics Holdco Liquidity Since inception, we have devoted substantially all our efforts to business planning, research and development, recruiting management and technical staff, and raising capital and have financed our operations primarily through the issuance of redeemable convertible preferred shares, debt financings, a simple agreement for future equity, or SAFE, and a collaboration. We are subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations and ability to secure additional capital to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. Even if our product development efforts are successful, it is uncertain when, if ever, we will realize significant revenue from product sales. We have evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date the condensed consolidated financial statements are issued. As of June 30, 2020, we had an accumulated deficit of $62.9 million. We have incurred losses and negative cash flows from operations since inception, including net losses of $15.7 million and $21.9 million for the six months ended June 30, 2020 and for the year ended December 31, 2019, respectively. We expect that our operating losses and negative cash flows will continue for the foreseeable future as we continue to develop our product candidates. We currently expect that our cash and cash equivalents of $105.7 million as of June 30, 2020 together with the net proceeds from our IPO, after deducting underwriting discounts and commissions but before deducting offering costs, of $142.2 million in July and August 2020, will be sufficient to fund our operating expenses and capital requirements for more than 12 months from the date the condensed consolidated financial statements are issued. However, additional funding will be necessary to fund future clinical and pre-clinical activities Coronavirus Pandemic In March 2020, the World Health Organization declared the global novel coronavirus disease 2019, or COVID-19, outbreak a pandemic. Our operations have not been significantly impacted by the COVID-19 pandemic. However, we cannot at this time predict the specific extent, duration, or full impact that the COVID-19 pandemic will have on our financial condition and operations, including ongoing and planned clinical trials. The impact of the COVID-19 pandemic on our financial performance will depend on future developments, including the duration and spread of the pandemic and related governmental advisories and restrictions. These developments and the impact of the COVID-19 pandemic on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, our results may be materially adversely affected. On March 27, 2020, the United States enacted the Coronavirus Aid, Relief and Economic Security Act, or CARES Act. The Cares Act is an emergency economic stimulus package that includes spending and tax breaks to strengthen the United States economy and fund a nationwide effort to curtail the effect of the COVID-19 pandemic. The CARES Act provides sweeping tax changes in response to the COVID-19 pandemic, some of the more significant provisions include removal of certain limitations on utilization of net operating losses, increasing the loss carryback period for certain losses to five years, increasing the ability to deduct interest expense, and deferring social security payments, as well as amending certain provisions of the previously enacted Tax Cuts and Jobs Act. We do not believe the CARES Act will have a material impact on our financial position and results of operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES There have been no changes to the significant accounting policies as disclosed in Note 2 to our annual consolidated financial statements for the year ended December 31, 2019 included in our final prospectus for our IPO filed pursuant to Rule 424(b)(4) under the Securities Act with the SEC on July 17, 2020. Deferred Offering Costs We capitalize certain legal, accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. Upon the closing of our initial public offering, these costs will be reclassified to additional paid-in capital. If the equity financing is no longer considered probable of being consummated, the deferred offering costs would be expensed immediately to operating expenses in the statement of operations. There were $2.3 million of deferred offering costs capitalized at June 30, 2020 and no deferred offering costs at December 31, 2019. Unaudited Financial Information Our condensed consolidated financial statements included herein have been prepared in conformity with accounting principles generally accepted in the United States of America, or GAAP, and pursuant to the rules and regulations of the Securities and Exchange Commission, or SEC. In our opinion, the information furnished reflects all adjustments, all of which are of a normal and recurring nature, necessary for a fair presentation of the financial position and results of operations for the reported interim periods. We consider events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year or any other interim period. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326) In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. FAIR VALUE MEASUREMENTS The following tables present information about our financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): As of June 30, 2020 Total Level 1 Level 2 Level 3 Assets—money market funds $ 55,225 $ 55,225 $ — $ — Total financial assets measured at fair value $ 55,225 $ 55,225 $ — $ — Liabilities—SAFE $ 6,000 $ — $ — $ 6,000 Total financial liabilities measured at fair value $ 6,000 $ — $ — $ 6,000 As of December 31, 2019 Total Level 1 Level 2 Level 3 Assets—money market funds $ 3,517 $ 3,517 $ — $ — Total financial assets measured at fair value $ 3,517 $ 3,517 $ — $ — Liabilities—convertible note $ 1,900 $ — $ — $ 1,900 Total financial liabilities measured at fair value $ 1,900 $ — $ — $ 1,900 The following table presents a roll-forward of the fair value of the convertible note and SAFE for which fair value is determined by Level 3 inputs (in thousands): Six Months Ended June 30, 2020 2019 Balance at beginning of the period $ 1,900 $ 2,010 Fair value adjustment to convertible note (89 ) — Conversion of convertible note into Series A prime redeemable convertible preferred shares (1,811 ) — Initial fair value of SAFE 6,000 — Balance at end of the period $ 6,000 $ 2,010 Our money market funds are highly liquid investments that are valued based on quoted market prices in active markets, which represent a Level 1 measurement within the fair value hierarchy. Valuation techniques used to measure fair value maximize the use of relevant observable inputs and minimize the use of unobservable inputs. Our convertible note and SAFE is classified within Level 3 of the fair value hierarchy because the fair value measurement is based, in part, on significant inputs not observed in the market. The fair value of the SAFE on issuance was determined to be equal to the proceeds received. Fair value of the SAFE on conversion into common stock (Note 8) was determined to be equal to the fair value of the 333,333 common stock received of $6.0 million. Given the proximity of the conversion of the SAFE to the financial reporting period end, the fair value of the SAFE as of June 30, 2020 was also determined to be equal to the fair value of the common stock, of $6.0 million, received on conversion. In December 2018, we entered into an agreement for the sale of up to $4.0 million of convertible notes with the Juvenile Diabetes Research Foundation, or JDRF, T1D Fund, or JDRF Note, of which $2.0 million was initially sold. We have elected to account for the JDRF Note at fair value. We determine fair value of the JDRF Note using a scenario-based valuation method and a Monte Carlo simulation model with inputs based on certain subjective assumptions, including (a) expected stock price volatility, (b) calculation of a forecast horizon, (c) a risk-free interest rate, and (d) a discount rate. This approach results in the classification of these securities as Level 3 of the fair value hierarchy. The assumptions utilized to value the JDRF Note obligation as of December 31, 2019 were (a) expected stock price volatility of 90%; (b) a forecast horizon of 1.9 years: (c) a risk-free interest rate of 1.6%; and (d) a discount rate of 14.8%. For the year ended December 31, 2019, we recognized a $110,000 gain in the condensed consolidated statements of operations as fair value adjustments on convertible note with respect to changes to the fair value of the JDRF Note during the year. In February 2020, the outstanding principal and accrued interest under the JDRF Note automatically converted at a price of $2.294 per share into 948,225 Series A prime redeemable convertible preferred shares. The final fair value adjustment to the JDRF Note in the six months ended June 30, 2020 was determined to be equal to the fair value of the Series A prime redeemable convertible preferred shares into which the JDRF Note was converted. We determine the fair value of our Series A prime redeemable convertible preferred shares using a probability-weighted hybrid method combining (i) an option pricing model, or OPM, and (ii) an IPO scenario with reference to guideline IPOs in the biotechnology sector. For purposes of the OPM the key inputs include an 80.3% volatility rate, a 1.6-year estimated term, a risk-free rate of 0.3% and dividends of zero. For our IPO scenario, the key inputs include a weighted average cost of capital of 25% and a 0.8-year term to a liquidity event. For the six months ended June 30, 2020, we recognized a $89,000 gain in the condensed consolidated statements of operations as fair value adjustments on convertible note with respect to changes to the fair value of the JDRF Note. There were no transfers among Level 1, Level 2 or Level 3 categories in the six months ended June 30, 2020 and 2019. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended |
Jun. 30, 2020 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Prepaid Expenses and Other Current Assets | 4. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consist of the following (in thousands): June 30, 2020 December 31, 2019 Loss recovery receivable $ — $ 1,875 Contract research 489 487 Tax receivable 163 334 Deferred offering costs 2,256 — Other 469 264 Total prepaid expenses and other current assets $ 3,377 $ 2,960 In October 2019, several batches of our drug substance were inadvertently disposed of by a vendor resulting in a loss of approximately $1.9 million for the year ended December 31, 2019. During the first quarter of 2020, we entered into a settlement agreement to recover the full cost of replacing the drug substance, resulting in a loss recovery receivable being recorded at December 31, 2019. We received the full loss recovery receivable during the six months ended June 30, 2020. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2020 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 5. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following (in thousands): June 30, 2020 December 31, 2019 Employee compensation costs $ 853 $ 915 Research and development costs 1,083 275 Professional costs 293 243 Other 31 22 Total accrued expenses and other current liabilities $ 2,260 $ 1,455 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 6. Long-term debt Convertible Note In February 2020, the outstanding principal and accrued interest under the JDRF Note automatically converted at an adjusted price of $2.294 per share into 948,225 Series A prime redeemable convertible preferred shares (Note 3). Term Loan In November 2019, we entered into a secured term loan facility |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. COMMITMENTS AND CONTINGENCIES We record a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. As of June 30, 2020 and December 31, 2019, we had not recorded a provision for any contingent losses. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Shares | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Redeemable Convertible Preferred Shares | 8. redeemable convertible preferred SHARES There have been no changes to the rights, preferences, privileges and restrictions of the redeemable convertible preferred shares as disclosed in Note 9 to our annual consolidated financial statements for the years ended December 31, 2019 and 2018 included in our final prospectus for our IPO filed pursuant to Rule 424(b)(4) under the Securities Act with the SEC on July 17, 2020. The following table summarizes outstanding redeemable convertible preferred shares (in thousands, except share and per share amounts): Series A Series A prime Series B Total Shares Amount Shares Amount Shares Amount Shares Amount Balance, January 1, 2019 — $ — — $ — — $ — — $ — Restructuring 19,831,103 24,977 — — — — 19,831,103 24,977 Issuance of Series A Preferred Shares, net of issuance costs of $34 15,693,109 17,966 — — — — 15,693,109 17,966 Accretion of redeemable convertible preferred shares to redemption value — 954 — — — — — 954 Balance, March 31, 2019 35,524,212 $ 43,897 — $ — — $ — 35,524,212 $ 43,897 Accretion of redeemable convertible preferred shares to redemption value — 982 — — — — — 982 Balance, June 30, 2019 35,524,212 $ 44,879 — $ — — $ — 35,524,212 $ 44,879 Balance, January 1, 2020 35,524,212 46,967 — — — — 35,524,212 46,967 Issuance of Series A Preferred Shares 15,693,109 17,980 — — — — 15,693,109 17,980 Issuance of Series A Prime Preferred Shares, on conversion of JDRF note — — 948,225 1,811 — — 948,225 1,811 Issuance of Series B Preferred Shares, net of issuance costs of $271 — — 19,158,922 39,728 19,158,922 39,728 Accretion of redeemable convertible preferred shares to redemption value — 1,193 — 3 — 338 — 1,534 Balance, March 31, 2020 51,217,321 $ 66,140 948,225 $ 1,814 19,158,922 $ 40,066 71,324,468 $ 108,020 Issuance of Series B Preferred Shares, net of issuance costs of $136 — — 20,116,868 41,864 20,116,868 41,864 Accretion of redeemable convertible preferred shares to redemption value — 1,465 — 45 — 1,202 — 2,712 Balance, June 30, 2020 51,217,321 $ 67,605 948,225 $ 1,859 39,275,790 $ 83,132 91,441,336 $ 152,596 In January 2019, we issued 15,693,109 Series A redeemable convertible preferred shares at a price of $1.147 per share for gross cash proceeds of $18.0 million and incurred issuance costs of $34,000. In February 2020, we issued 15,693,109 Series A redeemable convertible preferred shares at a price of $1.147 per share for gross cash proceeds of $18.0 million. At this closing, the outstanding principal and accrued interest under the JDRF Note automatically converted at a price of $2.294 per share into 948,225 Series A prime redeemable convertible preferred shares. In March 2020, we completed an $80.0 million Series B financing comprised of an initial closing and issuance of 19,158,922 Series B redeemable convertible preferred shares at $2.0878 per share to new and existing investors for gross cash proceeds of $40.0 million and incurred issuance costs of $271,000. In connection with the initial issuance of the Series B redeemable convertible preferred shares, the holders received the right to purchase, and we were under the obligation to sell, an additional 19,158,922 shares of Series B redeemable convertible preferred shares upon achieving a certain clinical development milestone, or the Tranche Right. We determined that the Tranche Right did not meet the definition of a freestanding financial instrument because it is not legally detachable. Further, we determined that the Tranche Right does not meet the definition of an embedded derivative that requires bifurcation from the equity instrument. Therefore, at the initial issuance of the Series B redeemable convertible preferred shares, there was no accounting for the Tranche Right. In June 2020, we issued 19,158,922 Series B redeemable convertible preferred shares at $2.0878 per share in a second closing of our Series B financing to existing investors for gross cash proceeds of $40.0 million and issued 957,946 Series B redeemable convertible preferred shares to JDRF per the terms of the JDRF Note for gross cash proceeds of $2.0 million. Simple Agreement for Future Equity In June 2020, we entered into a simple agreement for future equity, or SAFE, with a related party, pursuant to which we received $6.0 million in cash in exchange for the providing the investor the right to receive shares of our capital stock. The SAFE contained a number of conversion and redemption provisions, including settlement upon liquidity or dissolution events. We elected the fair value option of accounting for the SAFE. Upon consummation of our initial public offering in July 2020, the SAFE was converted, by its terms, into 333,333 shares of our common stock |
Incentive Shares and Equity-Bas
Incentive Shares and Equity-Based Compensation | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Incentive Shares and Equity-Based Compensation | 9. INCENTIVE SHARES AND EQUITY-BASED COMPENSATION We granted profits interest awards to employees, consultants and non-employee members of our Board of Directors. The LLC Operating Agreement of Pandion Therapeutics Holdco LLC initially provided for the grant of up to 1,717,678 incentive shares, subject to certain restrictions as described below. Each unvested incentive share represented a non-voting equity interest in Pandion Therapeutics Holdco LLC that entitled the holder to a percentage of the profits and appreciation in the equity value of Pandion Therapeutics Holdco LLC arising after the date of grant and after such time as an applicable threshold amount was met. As part of the Restructuring (Note 1), all of the outstanding stock options and warrants issued under our 2017 Stock Incentive Plan were cancelled and exchanged for incentive shares. On January 1, 2019, we exchanged 195,630 stock options and 14,031 warrants for 209,661 incentive shares with a weighted average fair value of $0.66. We consider this exchange of awards to be a modification with no additional compensation expense. In March 2020, the LLC Operating Agreement was amended to authorize the issuance of up to an aggregate of 13,182,678 incentive shares. As of June 30, 2020, there were 10,818,083 incentive shares available for future grant. During the six months ended June 30, 2019, we granted 87,839 incentive shares with a weighted average fair value of $1.25 per share. During the six months ended June 30, 2020, we granted 1,417,844 incentive shares with a weighted average fair value of $2.01 per share. The fair value of incentive shares issued was determined using a Black-Scholes option pricing model with the following assumptions: Six Months Ended June 30, 2020 2019 Expected Term 2.0 1.2 Risk Free Rate 0.14% - 0.17% 1.96% - 2.60% Volatility 82.7% - 83.7% 71.5% - 72.3% Dividend Yield 0% 0% We recorded equity-based compensation expense related to the issuance of incentive shares of $210,000 and $20,000 during the six months ended June 30, 2020 and 2019, respectively, and $150,000 and $11,000 during the three months ended June 30, 2020 and 2019, respectively. As of June 30, 2020, there was $3.4 million of unrecognized compensation cost that is expected to be recognized over a weighted-average period of approximately 3.4 years. Equity-based compensation expense recorded in the accompanying condensed consolidated statements of operations is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Research and development $ 58 $ 5 $ 70 $ 9 General and administrative 92 6 140 11 Total equity-based compensation $ 150 $ 11 $ 210 $ 20 |
Astellas Agreement
Astellas Agreement | 6 Months Ended |
Jun. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Astellas Agreement | 10. Astellas agreement In October 2019, we entered into a license and collaboration agreement, or the Astellas Agreement, with Astellas Pharma Inc., or Astellas, to develop locally acting immunomodulators for autoimmune diseases of the pancreas. Under the Astellas Agreement, we will be responsible for design and discovery of bispecific drug candidates based on our proprietary modular immune effector and tissue tether platform and Astellas will be responsible for conducting preclinical, clinical and commercialization activities for the selected candidates developed under the Astellas Agreement. In connection with our services to Astellas, we have granted a non-exclusive, non-transferable research license to Astellas and an exclusive, non-transferable, royalty-bearing, perpetual license to our technology with respect to the designated compound(s) for Astellas to further develop and ultimately commercialize for the treatment of autoimmune diseases of the pancreas. We do not share in the rights to clinical data and results under the Astellas Agreement. In addition, we are obligated under the Astellas Agreement to certain governance activities, reporting obligations and have made other ancillary commitments. The Astellas Agreement has a contractual term of five years. We identified our research and development services, the licenses granted to Astellas and our governance obligations to Astellas as the material promises under the Astellas Agreement. For purposes of identifying our performance obligations under the Astellas Agreement, we believe that while the licenses were granted to Astellas at the outset of the Astellas Agreement, the grant of those licenses did not singularly result in the transfer of our broader obligation to Astellas under the Astellas Agreement, as the license has no true value without the performance of our research and development services, the technology transfer and joint steering committee participation. Our research and development work with respect to bispecific drug candidates are unique with respect to our proprietary knowledge and know how in the design of bispecific antibodies and coupling bispecific antibodies with effector molecules to modulate immune activity. While capable of being distinct, those research and development activities are not distinct within the context of the Astellas Agreement. The licenses provided to Astellas are not transferable and we believe of limited value without our specific research and development services, and thus are not capable of being distinct. While our governance obligations are capable of being distinct, those activities are integrated with our research and development efforts under the Astellas Agreement and are not distinct in the context of the contract. Taken together with our research and development activities, including the governance oversight to those activities, the licenses granted under the Astellas Agreement will enable us to further advance designated licensed compounds into and through clinical development, regulatory approval and ultimately commercialization. Therefore, we believe the licenses bundled together with our research and development services and our governance obligations therein constitute a single distinct performance obligation under the Astellas Agreement for accounting purposes, or the Performance Obligation. Under the Astellas Agreement, we received a non-refundable, upfront payment of $10.0 million in November 2019. As of June 30, 2020, we estimate that we will receive a further $17.0 million of research funding and external cost reimbursement. We have the right to receive, on a licensed compound-by licensed compound basis, potential research and development milestone payments up to an aggregate of $43.0 million for the first Licensed Compound and $38.0 million for subsequent Licensed Compounds and regulatory milestones up to an aggregate of $105.0 million Provided Astellas designates at least one compound to progress in development under the Astellas Agreement, Astellas may designate up to five further compounds during a period of three years following the expiration of the five-year term of the Astellas Agreement for their further evaluation to progress towards development. We have no further obligation to Astellas during this period or in the evaluation of any such compounds they may designate. Astellas may request us to conduct services in connection with their evaluations, however we are not obligated to conduct such additional services. We assessed this provision as a potential material right and determined that we have no obligation to provide services (if requested) relating to the designated compounds during the additional period and, as such, this provision does not provide Astellas with a material right. While the contractual term under the Astellas Agreement is five years, based on the research plan and budget agreed to by the joint steering committee established under the Astellas Agreement, we initially estimate our research and development commitments will be completed by the end of 2022. As of June 30, 2020, we estimated a total transaction price of $29.9 million, consisting of the fixed upfront payment and estimated research funding and reimbursement of external costs of $19.9 million presently budgeted under the Astellas Agreement to be incurred through 2022, the effective term of our Performance Obligation to Astellas. Upon execution of the Astellas Agreement and as of June 30, 2020, contingent and variable consideration consisting of milestone payments has been constrained and excluded from the transaction price given the significant uncertainty of achievement of the development and regulatory milestones. We have allocated the transaction price entirely to the single, bundled performance obligation. We recorded the $10.0 million up-front payment from Astellas as deferred revenue in November 2019 and will record future invoices under the Astellas Agreement as deferred revenue. We will recognize the estimated total transaction price over the estimated period the research and development services are expected to be provided which, as of June 30, 2020, is through 2022. We believe the Performance Obligation is satisfied over the course of our performance of the research and development activities under the Astellas Agreement and, depicting our performance in satisfaction of the Performance Obligation, we use input method as a measure of progress towards completion of the Performance Obligation according to actual costs incurred compared to estimated total costs to estimate progress toward satisfaction of the Performance Obligation. We will remeasure our progress towards completion of the Performance Obligation at the end of each reporting period. For the three and six months ended June 30, 2020, we recognized $2.0 million and $4.0 million, respectively, of revenue under the Astellas Agreement. No revenue was recognized during the three and six months ended June 30, 2019. We invoice Astellas under the Astellas agreement quarterly in arrears for the cost of external services, quarterly in advance for our estimated internal services and annually to true-up our advance invoicing for estimated internal services. Invoiced amounts under the Astellas Agreement expected to be recognized as revenue within the 12 months following the balance sheet date are classified as a current portion of deferred revenue in the accompanying condensed consolidated balance sheets. Invoiced amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, net of current portion. As of June 30, 2020, we had no contract assets and short-term and long-term deferred revenues of $4.7 million and $4.6 million, respectively, which is presently estimated to be recognized through 2022. The aggregate amount of the transaction price allocated to the Performance Obligation that remains unsatisfied as of June 30, 2020 is estimated to be $25.0 million, of which we expect to recognize $7.6 million, $8.3 million and $9.1 million in the remainder of 2020, 2021 and 2022, respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. INCOME TAXES We did not record a provision or benefit for income taxes during the six months ended June 30, 2020 and 2019. We continue to maintain a full valuation allowance against all of our deferred tax assets. We have evaluated the positive and negative evidence involving our ability to realize our deferred tax assets. We have considered our history of cumulative net losses incurred since inception and our lack of any commercially ready products. We have concluded that it is more likely than not that we will not realize the benefits of our deferred tax assets. We reevaluate the positive and negative evidence at each reporting period. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 12. net loss per share Net Loss Per Share Basic and diluted net loss per share attributable to common shareholders is calculated as follows (in thousands except share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Net loss $ (9,237 ) $ (5,685 ) $ (15,657 ) $ (11,490 ) Change in redemption value of redeemable convertible preferred shares (2,712 ) (982 ) (4,245 ) (1,936 ) Net loss attributable to common shares – basic and diluted $ (11,949 ) $ (6,667 ) $ (19,902 ) $ (13,426 ) Net loss per common share, basic and diluted $ (10.15 ) $ (6.30 ) $ (17.23 ) $ (13.19 ) Weighted-average number of shares outstanding used in computing net loss per common share, basic and diluted 1,177,479 1,057,617 1,154,856 1,018,254 The following outstanding potentially dilutive securities have been excluded from the calculation of diluted net loss per share, as their effect is anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Redeemable convertible preferred shares 91,441,336 35,524,212 91,441,336 35,524,212 Incentive shares 2,364,595 297,500 2,364,595 297,500 Warrants to purchase Series A redeemable convertible preferred shares 55,976 — 55,976 — |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. RELATED PARTY TRANSACTIONS We engage a firm managed by an executive of the company for professional services related to accounting, finance and other administrative functions. The costs incurred under this arrangement totaled $599,000 and $178,000 for the six months ended June 30, 2020 and 2019, respectively, and $364,000 and $97,000 for the three months ended June 30, 2020 and 2019, respectively, which were recorded as general and administrative expense in the accompanying condensed consolidated statements of operations. As of June 30, 2020 and December 31, 2019, amounts owed under this arrangement totaled approximately $95,000 and $34,000, respectively, and are included in accounts payable in the accompanying condensed consolidated balance sheets. We engaged a director of the company to provide advice and services as requested by the board of directors. The costs incurred under this arrangement totaled $63,000 and $75,000 for the six months ended June 30, 2020 and 2019, respectively, and $25,000 and $38,000 for the three months ended June 30, 2020 and 2019, respectively, which were recorded as general and administrative expense in the accompanying condensed consolidated statements of operations. As of June 30, 2020 and December 31, 2019, there were no amounts owed to the director under this arrangement. This agreement was terminated in July 2020. In March 2020, we issued 19,158,922 Series B preferred redeemable convertible shares at a price of $2.0878 per share, for gross cash proceeds of $40.0 million, of which 12,883,010 shares were sold to our 5% stockholders and their affiliates, executive officers and non-employee directors. In June 2020, we issued 19,158,922 Series B redeemable convertible preferred shares in an additional closing at the same price per share as the first closing for gross cash proceeds of $40.0 million, of which 12,883,010 shares were sold to our 5% stockholders and their affiliates, executive officers and non-employee directors. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. subsequent events 2020 Stock Incentive Plan In anticipation of our IPO, in July 2020, our board of directors adopted and our stockholders approved the 2020 Stock Incentive Plan (the “2020 Plan”), which became effective on July 16, 2020. The 2020 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, awards of restricted stock, restricted stock units and other stock-based awards. The number of shares of our common stock reserved for issuance under the 2020 Plan is equal to the sum of: (1) 2,519,375; plus (2) the number of shares (up to 1,504,613) equal to the number of shares of common stock issued in respect of restricted common shares and incentive shares of Pandion Therapeutics Holdco LLC that are subject to vesting immediately prior to the effectiveness of the registration statement for our IPO that expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by us at their original issuance price pursuant to a contractual repurchase right; plus (3) an annual increase, to be added on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2021 and continuing until, and including, the fiscal year ending December 31, 2030, equal to the lowest of (i) 6,000,000 shares of our common stock, (ii) 4% of the number of shares of our common stock outstanding on such date and (iii) an amount determined by our board of directors. 2020 Employee Stock Purchase Plan In July 2020, our board of directors adopted and our stockholders approved the 2020 Employee Stock Purchase Plan (the “ESPP”), which became effective on July 16, 2020. A total of 209,948 shares of common stock were reserved for issuance under the ESPP. The number of shares of our common stock reserved for issuance under the ESPP will automatically increase on the first day of each fiscal year, beginning with the fiscal year commencing on January 1, 2021 and continuing for each fiscal year until, and including, the fiscal year commencing on January 1, 2031, in an amount equal to the lowest of (1) 1,500,000 shares of our common stock, (2) 1% of the number of shares of our common stock outstanding on the first day of such fiscal year and (3) an amount determined by our board of directors. Reverse Share Split Our board of directors and shareholders approved a one-for-5.0994 reverse share split of our issued and outstanding common shares and incentive shares and a proportional adjustment to the existing conversion ratios for our preferred shares effective as of July 13, 2020. Accordingly, all share and per share amounts for all periods presented in the accompanying condensed consolidated financial statements and notes thereto have been retroactively adjusted, where applicable, to reflect the reverse share split. Initial Public Offering As described in Note 1, on July 16, 2020 and immediately prior to the effectiveness of the IPO, Pandion Therapeutics Holdco LLC converted from a Delaware limited liability company to a Delaware corporation by filing a certificate of conversion with the Secretary of State of the State of Delaware, and changed its name to Pandion Therapeutics, Inc. In the third quarter of 2020, we completed our IPO, selling an aggregate of 8,494,166 shares of common stock at a price to the public of $18.00 per share, which included 994,166 shares issued upon the partial exercise by the underwriters of their option to purchase additional shares of common stock in August 2020. We received net proceeds Immediately prior to consummation of the IPO, all outstanding shares of our Series A, Series A Prime and Series B convertible preferred stock were converted into 17,950,189 shares of common stock. Additionally, all of our outstanding incentive shares were converted into 1,504,586 shares of common stock. Upon the closing of the IPO On July 21, 2020, we amended and restated the certificate of incorporation of Pandion Therapeutics, Inc to authorize 200,000,000 shares of common stock and 5,000,000 shares of preferred stock, which shares of preferred stock are currently undesignated. Term Loan We repaid our Term Loan of $2.0 million in July 2020 as disclosed in Note 6. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Deferred Offering Costs | Deferred Offering Costs We capitalize certain legal, accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. Upon the closing of our initial public offering, these costs will be reclassified to additional paid-in capital. If the equity financing is no longer considered probable of being consummated, the deferred offering costs would be expensed immediately to operating expenses in the statement of operations. There were $2.3 million of deferred offering costs capitalized at June 30, 2020 and no deferred offering costs at December 31, 2019. |
Unaudited Financial Information | Unaudited Financial Information Our condensed consolidated financial statements included herein have been prepared in conformity with accounting principles generally accepted in the United States of America, or GAAP, and pursuant to the rules and regulations of the Securities and Exchange Commission, or SEC. In our opinion, the information furnished reflects all adjustments, all of which are of a normal and recurring nature, necessary for a fair presentation of the financial position and results of operations for the reported interim periods. We consider events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year or any other interim period. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326) In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables present information about our financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): As of June 30, 2020 Total Level 1 Level 2 Level 3 Assets—money market funds $ 55,225 $ 55,225 $ — $ — Total financial assets measured at fair value $ 55,225 $ 55,225 $ — $ — Liabilities—SAFE $ 6,000 $ — $ — $ 6,000 Total financial liabilities measured at fair value $ 6,000 $ — $ — $ 6,000 As of December 31, 2019 Total Level 1 Level 2 Level 3 Assets—money market funds $ 3,517 $ 3,517 $ — $ — Total financial assets measured at fair value $ 3,517 $ 3,517 $ — $ — Liabilities—convertible note $ 1,900 $ — $ — $ 1,900 Total financial liabilities measured at fair value $ 1,900 $ — $ — $ 1,900 |
Schedule of Fair Value of Convertible Note and SAFE for Which Fair Value Determined by Level 3 Inputs | The following table presents a roll-forward of the fair value of the convertible note and SAFE for which fair value is determined by Level 3 inputs (in thousands): Six Months Ended June 30, 2020 2019 Balance at beginning of the period $ 1,900 $ 2,010 Fair value adjustment to convertible note (89 ) — Conversion of convertible note into Series A prime redeemable convertible preferred shares (1,811 ) — Initial fair value of SAFE 6,000 — Balance at end of the period $ 6,000 $ 2,010 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): June 30, 2020 December 31, 2019 Loss recovery receivable $ — $ 1,875 Contract research 489 487 Tax receivable 163 334 Deferred offering costs 2,256 — Other 469 264 Total prepaid expenses and other current assets $ 3,377 $ 2,960 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following (in thousands): June 30, 2020 December 31, 2019 Employee compensation costs $ 853 $ 915 Research and development costs 1,083 275 Professional costs 293 243 Other 31 22 Total accrued expenses and other current liabilities $ 2,260 $ 1,455 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Shares (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Summary of Outstanding Redeemable Convertible Preferred Shares | The following table summarizes outstanding redeemable convertible preferred shares (in thousands, except share and per share amounts): Series A Series A prime Series B Total Shares Amount Shares Amount Shares Amount Shares Amount Balance, January 1, 2019 — $ — — $ — — $ — — $ — Restructuring 19,831,103 24,977 — — — — 19,831,103 24,977 Issuance of Series A Preferred Shares, net of issuance costs of $34 15,693,109 17,966 — — — — 15,693,109 17,966 Accretion of redeemable convertible preferred shares to redemption value — 954 — — — — — 954 Balance, March 31, 2019 35,524,212 $ 43,897 — $ — — $ — 35,524,212 $ 43,897 Accretion of redeemable convertible preferred shares to redemption value — 982 — — — — — 982 Balance, June 30, 2019 35,524,212 $ 44,879 — $ — — $ — 35,524,212 $ 44,879 Balance, January 1, 2020 35,524,212 46,967 — — — — 35,524,212 46,967 Issuance of Series A Preferred Shares 15,693,109 17,980 — — — — 15,693,109 17,980 Issuance of Series A Prime Preferred Shares, on conversion of JDRF note — — 948,225 1,811 — — 948,225 1,811 Issuance of Series B Preferred Shares, net of issuance costs of $271 — — 19,158,922 39,728 19,158,922 39,728 Accretion of redeemable convertible preferred shares to redemption value — 1,193 — 3 — 338 — 1,534 Balance, March 31, 2020 51,217,321 $ 66,140 948,225 $ 1,814 19,158,922 $ 40,066 71,324,468 $ 108,020 Issuance of Series B Preferred Shares, net of issuance costs of $136 — — 20,116,868 41,864 20,116,868 41,864 Accretion of redeemable convertible preferred shares to redemption value — 1,465 — 45 — 1,202 — 2,712 Balance, June 30, 2020 51,217,321 $ 67,605 948,225 $ 1,859 39,275,790 $ 83,132 91,441,336 $ 152,596 |
Incentive Shares and Equity-B_2
Incentive Shares and Equity-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Fair Value Assumptions of Incentive Shares Issued Determined Using Black-Scholes Option Pricing Model | The fair value of incentive shares issued was determined using a Black-Scholes option pricing model with the following assumptions: Six Months Ended June 30, 2020 2019 Expected Term 2.0 1.2 Risk Free Rate 0.14% - 0.17% 1.96% - 2.60% Volatility 82.7% - 83.7% 71.5% - 72.3% Dividend Yield 0% 0% |
Summary of Equity-based Compensation Expense | Equity-based compensation expense recorded in the accompanying condensed consolidated statements of operations is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Research and development $ 58 $ 5 $ 70 $ 9 General and administrative 92 6 140 11 Total equity-based compensation $ 150 $ 11 $ 210 $ 20 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share | Basic and diluted net loss per share attributable to common shareholders is calculated as follows (in thousands except share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Net loss $ (9,237 ) $ (5,685 ) $ (15,657 ) $ (11,490 ) Change in redemption value of redeemable convertible preferred shares (2,712 ) (982 ) (4,245 ) (1,936 ) Net loss attributable to common shares – basic and diluted $ (11,949 ) $ (6,667 ) $ (19,902 ) $ (13,426 ) Net loss per common share, basic and diluted $ (10.15 ) $ (6.30 ) $ (17.23 ) $ (13.19 ) Weighted-average number of shares outstanding used in computing net loss per common share, basic and diluted 1,177,479 1,057,617 1,154,856 1,018,254 |
Schedule of Antidilutive Securities Excluded from Calculation of Diluted Net Loss Per Share | The following outstanding potentially dilutive securities have been excluded from the calculation of diluted net loss per share, as their effect is anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Redeemable convertible preferred shares 91,441,336 35,524,212 91,441,336 35,524,212 Incentive shares 2,364,595 297,500 2,364,595 297,500 Warrants to purchase Series A redeemable convertible preferred shares 55,976 — 55,976 — |
Description of Business, Orga_2
Description of Business, Organization and Liquidity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 01, 2019 | Aug. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Description of Business, Organization and Liquidity [Line Items] | |||||||||
Entity incorporation date | Sep. 19, 2016 | ||||||||
Conversion of stock description | On January 1, 2019, we completed a series of transactions in which Pandion Therapeutics, Inc. became a direct wholly owned subsidiary of Pandion Therapeutics Holdco LLC and all outstanding equity securities of Pandion Therapeutics, Inc. were canceled and converted on a one-for-one basis into equity securities of Pandion Therapeutics Holdco LLC, which we refer to as the Restructuring. | ||||||||
Shares converted | 1 | ||||||||
Shares issued | 1 | ||||||||
Common stock issued for incentive shares | 1,368,515 | ||||||||
Fair value per common share | $ 18 | ||||||||
Incentive shares converted into common stock | 1,504,586 | ||||||||
Options granted to purchase common stock | 859,147 | ||||||||
Accumulated deficit | $ 62,864 | $ 62,864 | $ 42,961 | ||||||
Net losses and negative cash flows from operations | 9,237 | $ 6,420 | $ 5,685 | $ 5,805 | 15,657 | $ 11,490 | 21,900 | ||
Cash and cash equivalents | $ 105,725 | $ 16,079 | $ 105,725 | $ 16,079 | $ 15,970 | ||||
Loss carry back period under cares act | 5 years | ||||||||
Subsequent Event | |||||||||
Description of Business, Organization and Liquidity [Line Items] | |||||||||
Net proceeds after deducting underwriting discounts and commissions but before deducting offering costs | $ 142,200 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Deferred offering costs capitalized | $ 2,256,000 | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets measured at fair value | $ 55,225 | $ 3,517 |
Total financial liabilities measured at fair value | 6,000 | 1,900 |
Convertible Note | ||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial liabilities measured at fair value | 1,900 | |
SAFE | ||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial liabilities measured at fair value | 6,000 | |
Level 1 | ||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets measured at fair value | 55,225 | 3,517 |
Level 3 | ||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial liabilities measured at fair value | 6,000 | 1,900 |
Level 3 | Convertible Note | ||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial liabilities measured at fair value | 1,900 | |
Level 3 | SAFE | ||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial liabilities measured at fair value | 6,000 | |
Money Market Funds | ||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets measured at fair value | 55,225 | 3,517 |
Money Market Funds | Level 1 | ||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets measured at fair value | $ 55,225 | $ 3,517 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Convertible Note and SAFE for Which Fair Value Determined by Level 3 Inputs (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | ||
Balance at beginning of the period | $ 1,900 | $ 2,010 |
Fair value adjustment to convertible note | (89) | |
Conversion of convertible note into Series A prime redeemable convertible preferred shares | (1,811) | |
Initial fair value of SAFE | 6,000 | |
Balance at end of the period | $ 6,000 | $ 2,010 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | Jan. 01, 2019shares | Jun. 30, 2020USD ($) | Feb. 29, 2020$ / sharesshares | Jun. 30, 2020USD ($)shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||
Proceeds from simple agreement for future equity | $ 6,000,000 | |||||
Shares converted | shares | 1 | |||||
Fair value of assets transfers among Level 1 to Level 2 | $ 0 | 0 | $ 0 | |||
Fair value of assets transfers among Level 2 to Level 1 | 0 | 0 | 0 | |||
Fair value of liabilities transfers among Level 1 to Level 2 | 0 | 0 | 0 | |||
Fair value of liabilities transfers among Level 2 to Level 1 | $ 0 | 0 | 0 | |||
Fair value of assets transfers into Level 3 | 0 | 0 | ||||
Fair value of assets transfers out of Level 3 | 0 | 0 | ||||
Fair value of liabilities transfers into Level 3 | 0 | $ 0 | ||||
Fair value of liabilities transfers out of Level 3 | $ 0 | |||||
Juvenile Diabetes Research Foundation, or JDRF, T1D Fund, or JDRF Note | Maximum | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||
Convertible notes | $ 4,000,000 | |||||
JDRF Note | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||
Convertible notes | $ 2,000,000 | |||||
Measurement input period | 1 year 7 months 6 days | 1 year 10 months 24 days | ||||
Recognized gain on fair value adjustments on convertible note | $ 89,000 | $ 110,000 | ||||
Convertible shares | shares | 948,225 | |||||
Conversion price per share | $ / shares | $ 2.294 | |||||
Percentage of weighted average cost of capital | 25.00% | |||||
Liquidity event term | 9 months 18 days | |||||
JDRF Note | Expected Stock Price Volatility | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||
Measurement input | 0.803 | 0.803 | 0.90 | |||
JDRF Note | Risk-Free Interest Rate | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||
Measurement input | 0.003 | 0.003 | 0.016 | |||
JDRF Note | Discount Rate | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||
Measurement input | 0.148 | |||||
JDRF Note | Dividends | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||
Measurement input | 0 | 0 | ||||
SAFE | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||||
Proceeds from simple agreement for future equity | $ 6,000,000 | $ 6,000,000 | ||||
Shares converted | shares | 333,333 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Loss recovery receivable | $ 1,875,000 | |
Contract research | $ 489,000 | 487,000 |
Tax receivable | 163,000 | 334,000 |
Deferred offering costs capitalized | 2,256,000 | 0 |
Other | 469,000 | 264,000 |
Total prepaid expenses and other current assets | $ 3,377,000 | $ 2,960,000 |
Prepaid Expenses and Other Cu_4
Prepaid Expenses and Other Current Assets - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Prepaid Expense And Other Assets Current [Abstract] | |
Loss recovery receivable | $ 1.9 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Payables And Accruals [Abstract] | ||
Employee compensation costs | $ 853 | $ 915 |
Research and development costs | 1,083 | 275 |
Professional costs | 293 | 243 |
Other | 31 | 22 |
Total accrued expenses and other current liabilities | $ 2,260 | $ 1,455 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Jul. 31, 2020 | Feb. 29, 2020 | Nov. 30, 2019 | Jun. 30, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||||
Obligations under long term debt | $ 1,815,000 | $ 3,676,000 | |||
Secured Term Loan Facility | Silicon Valley Bank | |||||
Debt Instrument [Line Items] | |||||
Secured term loan facility amount | $ 10,000,000 | ||||
Debt instrument initial advance | $ 2,000,000 | ||||
Debt instrument final maturity date | 2024-05 | ||||
Long term debt payment terms | In response to the financial impact of the COVID-19 coronavirus pandemic, in April 2020 the lender to our Term Loan extended monthly interest-only payments on the Term Loan through November 2021 and the final maturity date on the Term Loan to May 2024. | ||||
long term debt frequency of periodic payment | monthly interest-only payments | ||||
Obligations under long term debt | $ 0 | ||||
Secured term loan facility available for borrowing | $ 0 | ||||
Secured Term Loan Facility | Silicon Valley Bank | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Repayments of principal outstanding | $ 2,000,000 | ||||
JDRF Note | Series A Prime Redeemable Convertible Preferred Shares | |||||
Debt Instrument [Line Items] | |||||
Conversion price per share | $ 2.294 | ||||
Number of outstanding principal and accrued interest converted | 948,225 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Commitments And Contingencies Disclosure [Abstract] | ||
Provision for contingent losses | $ 0 | $ 0 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Shares - Summary of Outstanding Redeemable Convertible Preferred Shares (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||||
Jun. 30, 2020 | Mar. 31, 2020 | Feb. 29, 2020 | Jan. 31, 2019 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | |
Class of Stock [Line Items] | ||||||||
Beginning balance | $ 108,020 | $ 46,967 | $ 43,897 | |||||
Beginning balance (in shares) | 71,324,468 | 35,524,212 | 35,524,212 | |||||
Restructuring | $ 24,977 | |||||||
Restructuring, Shares | 19,831,103 | |||||||
Issuance of Series A redeemable convertible preferred shares, net of issuance costs | $ 41,864 | $ 17,980 | $ 17,966 | |||||
Issuance of Series A redeemable convertible preferred shares, net of issuance costs (in shares) | 20,116,868 | 15,693,109 | 15,693,109 | |||||
Issuance of Series A Prime redeemable convertible preferred shares on conversion of JDRF note | $ 1,811 | |||||||
Issuance of Series A Prime redeemable convertible preferred shares on conversion of JDRF note (in shares) | 948,225 | |||||||
Issuance of Series B redeemable convertible preferred shares, net of issuance costs | $ 80,000 | $ 39,728 | ||||||
Issuance of Series B redeemable convertible preferred shares, net of issuance costs (in shares) | 19,158,922 | 19,158,922 | 19,158,922 | |||||
Accretion of redeemable convertible preferred shares to redemption value | $ 2,712 | $ 1,534 | $ 982 | $ 954 | ||||
Ending balance | $ 152,596 | $ 108,020 | $ 152,596 | $ 108,020 | $ 44,879 | $ 43,897 | ||
Ending balance (in shares) | 91,441,336 | 71,324,468 | 91,441,336 | 71,324,468 | 35,524,212 | 35,524,212 | ||
Series A Redeemable Convertible Preferred Shares | ||||||||
Class of Stock [Line Items] | ||||||||
Beginning balance | $ 66,140 | $ 46,967 | $ 43,897 | |||||
Beginning balance (in shares) | 51,217,321 | 35,524,212 | 35,524,212 | |||||
Restructuring | $ 24,977 | |||||||
Restructuring, Shares | 19,831,103 | |||||||
Issuance of Series A redeemable convertible preferred shares, net of issuance costs | $ 17,980 | $ 17,966 | ||||||
Issuance of Series A redeemable convertible preferred shares, net of issuance costs (in shares) | 15,693,109 | 15,693,109 | 15,693,109 | 15,693,109 | ||||
Accretion of redeemable convertible preferred shares to redemption value | $ 1,465 | $ 1,193 | $ 982 | $ 954 | ||||
Ending balance | $ 67,605 | $ 66,140 | $ 67,605 | $ 66,140 | $ 44,879 | $ 43,897 | ||
Ending balance (in shares) | 51,217,321 | 51,217,321 | 51,217,321 | 51,217,321 | 35,524,212 | 35,524,212 | ||
Series A Prime Redeemable Convertible Preferred Shares | ||||||||
Class of Stock [Line Items] | ||||||||
Beginning balance | $ 1,814 | |||||||
Beginning balance (in shares) | 948,225 | |||||||
Issuance of Series A Prime redeemable convertible preferred shares on conversion of JDRF note | $ 1,811 | |||||||
Issuance of Series A Prime redeemable convertible preferred shares on conversion of JDRF note (in shares) | 948,225 | |||||||
Accretion of redeemable convertible preferred shares to redemption value | $ 45 | $ 3 | ||||||
Ending balance | $ 1,859 | $ 1,814 | $ 1,859 | $ 1,814 | ||||
Ending balance (in shares) | 948,225 | 948,225 | 948,225 | 948,225 | ||||
Series B Redeemable Convertible Preferred Shares | ||||||||
Class of Stock [Line Items] | ||||||||
Beginning balance | $ 40,066 | |||||||
Beginning balance (in shares) | 19,158,922 | |||||||
Issuance of Series A redeemable convertible preferred shares, net of issuance costs | $ 41,864 | |||||||
Issuance of Series A redeemable convertible preferred shares, net of issuance costs (in shares) | 20,116,868 | |||||||
Issuance of Series B redeemable convertible preferred shares, net of issuance costs | $ 39,728 | |||||||
Issuance of Series B redeemable convertible preferred shares, net of issuance costs (in shares) | 19,158,922 | |||||||
Accretion of redeemable convertible preferred shares to redemption value | $ 1,202 | $ 338 | ||||||
Ending balance | $ 83,132 | $ 40,066 | $ 83,132 | $ 40,066 | ||||
Ending balance (in shares) | 39,275,790 | 19,158,922 | 39,275,790 | 19,158,922 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Shares - Summary of Outstanding Redeemable Convertible Preferred Shares (Parenthetical) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Mar. 31, 2020 | Jan. 31, 2019 | Jun. 30, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Series A Redeemable Convertible Preferred Shares | |||||||
Class of Stock [Line Items] | |||||||
Shares issuance costs net | $ 34,000 | $ 20,000 | $ 34,000 | $ 20,000 | $ 33,000 | ||
Series B Redeemable Convertible Preferred Shares | |||||||
Class of Stock [Line Items] | |||||||
Shares issuance costs net | $ 271,000 | $ 136,000 | $ 271,000 | $ 407,000 |
Redeemable Convertible Prefer_5
Redeemable Convertible Preferred Shares - Additional Information (Details) - USD ($) | Jan. 01, 2019 | Jul. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Feb. 29, 2020 | Jan. 31, 2019 | Jun. 30, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 |
Class of Stock [Line Items] | |||||||||||
Issuance of Series A redeemable convertible preferred shares, net of issuance costs (in shares) | 20,116,868 | 15,693,109 | 15,693,109 | ||||||||
Issuance of Series B redeemable convertible preferred shares, net of issuance costs | $ 80,000,000 | $ 39,728,000 | |||||||||
Issuance of Series B redeemable convertible preferred shares, net of issuance costs (in shares) | 19,158,922 | 19,158,922 | 19,158,922 | ||||||||
Proceeds from simple agreement for future equity | $ 6,000,000 | ||||||||||
Shares converted | 1 | ||||||||||
Clinical Development Milestones | Tranche Right | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance of Series B redeemable convertible preferred shares, net of issuance costs (in shares) | 19,158,922 | ||||||||||
SAFE | |||||||||||
Class of Stock [Line Items] | |||||||||||
Proceeds from simple agreement for future equity | $ 6,000,000 | $ 6,000,000 | |||||||||
Shares converted | 333,333 | ||||||||||
SAFE | Subsequent Event | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares converted | 333,333 | ||||||||||
SAFE | Initial Public Offering | Subsequent Event | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share price, per share | $ 18 | ||||||||||
JDRF Note | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance of Series B redeemable convertible preferred shares, net of issuance costs (in shares) | 957,946 | ||||||||||
Series A Redeemable Convertible Preferred Shares | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance of Series A redeemable convertible preferred shares, net of issuance costs (in shares) | 15,693,109 | 15,693,109 | 15,693,109 | 15,693,109 | |||||||
Convertible preferred shares, per share | $ 1.147 | $ 1.147 | |||||||||
Proceeds from issuance of convertible preferred shares | $ 18,000,000 | $ 18,000,000 | |||||||||
Shares issuance costs net | $ 34,000 | $ 20,000 | $ 34,000 | $ 20,000 | $ 33,000 | ||||||
Series A Prime Redeemable Convertible Preferred Shares | JDRF Note | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance of Series A redeemable convertible preferred shares, net of issuance costs (in shares) | 948,225 | ||||||||||
Convertible preferred shares, per share | $ 2.294 | ||||||||||
Series B Redeemable Convertible Preferred Shares | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance of Series A redeemable convertible preferred shares, net of issuance costs (in shares) | 20,116,868 | ||||||||||
Convertible preferred shares, per share | $ 2.0878 | $ 2.0878 | $ 2.0878 | $ 2.0878 | $ 2.0878 | ||||||
Proceeds from issuance of convertible preferred shares | $ 40,000,000 | $ 40,000,000 | |||||||||
Shares issuance costs net | $ 271,000 | $ 136,000 | $ 271,000 | $ 407,000 | |||||||
Issuance of Series B redeemable convertible preferred shares, net of issuance costs | $ 39,728,000 | ||||||||||
Issuance of Series B redeemable convertible preferred shares, net of issuance costs (in shares) | 19,158,922 | ||||||||||
Series B Redeemable Convertible Preferred Shares | JDRF Note | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares issuance costs net | $ 2,000,000 |
Incentive Shares and Equity-B_3
Incentive Shares and Equity-Based Compensation - Additional Information (Details) - USD ($) | Jan. 01, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Mar. 31, 2020 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Weighted average fair value | $ 2.01 | $ 1.25 | ||||
Additional compensation expense | $ 150,000 | $ 11,000 | $ 210,000 | $ 20,000 | ||
Incentive shares available for future grant | 10,818,083 | 10,818,083 | ||||
Incentive shares, grants in period | 1,417,844 | 87,839 | ||||
Unrecognized compensation cost | $ 3,400,000 | $ 3,400,000 | ||||
Unrecognized compensation cost that is expected to be recognized over a weighted-average period | 3 years 4 months 24 days | |||||
Incentive Shares | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Incentive shares, exchanged in period | 209,661 | |||||
Weighted average fair value | $ 0.66 | |||||
Stock Options | Incentive Shares | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Incentive shares, exchanged in period | 195,630 | |||||
Warrants | Incentive Shares | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Incentive shares, exchanged in period | 14,031 | |||||
2017 Stock Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Additional compensation expense | $ 0 | |||||
Maximum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Issuance of incentive shares, authorized | 1,717,678 | 1,717,678 | 13,182,678 |
Incentive Shares and Equity-B_4
Incentive Shares and Equity-Based Compensation - Fair Value Assumptions of Incentive Shares Issued Determined Using Black-Scholes Option Pricing Model (Details) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Expected Term | 2 years | 1 year 2 months 12 days |
Risk Free Rate, Minimum | 0.14% | 1.96% |
Risk Free Rate, Maximum | 0.17% | 2.60% |
Volatility, Minimum | 82.70% | 71.50% |
Volatility, Maximum | 83.70% | 72.30% |
Dividend Yield | 0.00% | 0.00% |
Incentive Shares and Equity-B_5
Incentive Shares and Equity-Based Compensation - Summary of Equity-based Compensation Expense (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Equity-based compensation | $ 150,000 | $ 11,000 | $ 210,000 | $ 20,000 |
Research and Development | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Equity-based compensation | 58,000 | 5,000 | 70,000 | 9,000 |
General and Administrative | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Equity-based compensation | $ 92,000 | $ 6,000 | $ 140,000 | $ 11,000 |
Astellas Agreement - Additional
Astellas Agreement - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Nov. 30, 2019 | Oct. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Short-term deferred revenue | $ 4,748,000 | $ 4,748,000 | $ 4,365,000 | ||||
Long-term deferred revenue | 4,582,000 | 4,582,000 | $ 6,053,000 | ||||
License and Collaboration Agreement | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Deferred revenue | $ 10,000,000 | ||||||
Revenues | 2,000,000 | $ 0 | 4,000,000 | $ 0 | |||
Contract assets | 0 | 0 | |||||
Short-term deferred revenue | 4,700,000 | 4,700,000 | |||||
Long-term deferred revenue | 4,600,000 | 4,600,000 | |||||
Revenue, remaining performance obligation | 25,000,000 | $ 25,000,000 | |||||
License and Collaboration Agreement | Astellas Pharma Inc. | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
License and collaboration agreement, contractual term | 5 years | 5 years | |||||
Non-refundable upfront payment received | $ 10,000,000 | ||||||
Estimated research funding and external cost reimbursement receivable | 17,000,000 | $ 17,000,000 | |||||
Subsequent licensed compounds, milestone payments, right to receive | 38,000,000 | 38,000,000 | |||||
Transaction price | 29,900,000 | 29,900,000 | |||||
Estimated research funding and reimbursement of external costs presently budgeted under the agreement | 19,900,000 | 19,900,000 | |||||
License and Collaboration Agreement | Astellas Pharma Inc. | Maximum | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
First licensed compound, milestone payments, right to receive | 43,000,000 | 43,000,000 | |||||
Regulatory milestone payments receivable upon achievement of specified regulatory milestones | 105,000,000 | 105,000,000 | |||||
Amount eligible to receive from potential commercial milestone payments based on net sales of all licensed products containing same licensed compound, if any licensed products are successfully commercialized | $ 150,000,000 | $ 150,000,000 |
Astellas Agreement - Addition_2
Astellas Agreement - Additional Information (Details1) - License and Collaboration Agreement $ in Millions | Jun. 30, 2020USD ($) |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Revenue, remaining performance obligation | $ 25 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-07-01 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Revenue, remaining performance obligation | $ 7.6 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 6 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-01-01 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Revenue, remaining performance obligation | $ 8.3 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-01-01 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Revenue, remaining performance obligation | $ 9.1 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||
Provision or benefit for income taxes | $ 0 | $ 0 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (9,237) | $ (5,685) | $ (15,657) | $ (11,490) |
Change in redemption value of redeemable convertible preferred shares | (2,712) | (982) | (4,245) | (1,936) |
Net loss attributable to common shares – basic and diluted | $ (11,949) | $ (6,667) | $ (19,902) | $ (13,426) |
Net loss per common share, basic and diluted | $ (10.15) | $ (6.30) | $ (17.23) | $ (13.19) |
Weighted-average number of shares outstanding used in computing net loss per common share, basic and diluted | 1,177,479 | 1,057,617 | 1,154,856 | 1,018,254 |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Calculation of Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Redeemable Convertible Preferred Shares | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from calculation of diluted net loss per share | 91,441,336 | 35,524,212 | 91,441,336 | 35,524,212 |
Incentive Shares | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from calculation of diluted net loss per share | 2,364,595 | 297,500 | 2,364,595 | 297,500 |
Warrants to Purchase Series A Redeemable Convertible Preferred Shares | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from calculation of diluted net loss per share | 55,976 | 55,976 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||||||||
Issuance of Series B redeemable convertible preferred shares, net of issuance costs (in shares) | 19,158,922 | 19,158,922 | 19,158,922 | |||||
Series B Redeemable Convertible Preferred Shares | ||||||||
Related Party Transaction [Line Items] | ||||||||
Issuance of Series B redeemable convertible preferred shares, net of issuance costs (in shares) | 19,158,922 | |||||||
Convertible preferred shares, per share | $ 2.0878 | $ 2.0878 | $ 2.0878 | $ 2.0878 | $ 2.0878 | |||
Proceeds from issuance of convertible preferred shares | $ 40,000,000 | $ 40,000,000 | ||||||
Executive | General and Administrative | ||||||||
Related Party Transaction [Line Items] | ||||||||
Costs incurred under arrangement | $ 364,000 | $ 97,000 | $ 599,000 | $ 178,000 | ||||
Executive | Accounts Payable | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amounts owed under arrangement | 95,000 | 95,000 | 95,000 | $ 34,000 | ||||
Director | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amounts owed under arrangement | $ 0 | 0 | $ 0 | $ 0 | ||||
Related party agreement termination date | 2020-07 | |||||||
Director | General and Administrative | ||||||||
Related Party Transaction [Line Items] | ||||||||
Costs incurred under arrangement | $ 25,000 | $ 38,000 | $ 63,000 | $ 75,000 | ||||
Stockholders and their Affiliates, Executive Officers and Non-employee Directors | ||||||||
Related Party Transaction [Line Items] | ||||||||
Issuance of Series B redeemable convertible preferred shares, net of issuance costs (in shares) | 12,883,010 | 12,883,010 | ||||||
Stockholders and their Affiliates, Executive Officers and Non-employee Directors | Series B Redeemable Convertible Preferred Shares | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of convertible shares sold to related party | 5.00% | 5.00% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ / shares in Units, $ in Millions | Jul. 13, 2020 | Jul. 31, 2020USD ($)shares | Aug. 31, 2020USD ($)shares | Sep. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2020shares | Jul. 21, 2020shares | Jul. 20, 2020shares | Dec. 31, 2019shares |
Subsequent Event [Line Items] | ||||||||
Reverse share split | one-for-5.0994 | |||||||
Common shares, outstanding | 1,195,794 | 1,110,767 | ||||||
Common shares, authorized | 100,000,000 | 62,000,000 | ||||||
Forecast | ||||||||
Subsequent Event [Line Items] | ||||||||
Net proceeds after deducting underwriting discounts and commissions but before deducting offering costs | $ | $ 142.2 | |||||||
Initial Public Offering | Forecast | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of shares of common stock issued | 8,494,166 | |||||||
Convertible preferred shares, per share | $ / shares | $ 18 | |||||||
Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Reverse share split, ratio | 0.196 | |||||||
Number of shares of common stock issued | 994,166 | |||||||
Net proceeds after deducting underwriting discounts and commissions but before deducting offering costs | $ | $ 142.2 | |||||||
Common shares, outstanding | 28,525,762 | |||||||
Common shares, authorized | 200,000,000 | |||||||
Preferred stock, shares authorized | 5,000,000 | |||||||
Subsequent Event | Term Loan | ||||||||
Subsequent Event [Line Items] | ||||||||
Repayments of debt | $ | $ 2 | |||||||
Subsequent Event | Common Stock | Series A, Series A Prime and Series B Convertible Preferred Stock | ||||||||
Subsequent Event [Line Items] | ||||||||
Convertible preferred stock, shares issued upon conversion | 17,950,189 | |||||||
Subsequent Event | Common Stock | Incentive Shares | ||||||||
Subsequent Event [Line Items] | ||||||||
Convertible preferred stock, shares issued upon conversion | 1,504,586 | |||||||
2020 Stock Incentive Plan | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of shares of common stock reserved for issuance | 2,519,375 | |||||||
Annual increase in shares of common stock | 6,000,000 | |||||||
Shares issued, percentage of common stock outstanding | 4.00% | |||||||
2020 Stock Incentive Plan | Restricted Common Shares and Incentive Shares | Subsequent Event | Maximum | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of shares of common stock issued | 1,504,613 | |||||||
2020 Employee Stock Purchase Plan | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of shares of common stock reserved for issuance | 209,948 | |||||||
Annual increase in shares of common stock | 1,500,000 | |||||||
Shares issued, percentage of common stock outstanding | 1.00% |