0001564590-20-052593 | 10-Q | XBRL Viewer

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Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2020	Nov. 06, 2020
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Entity Registrant Name	Cogent Biosciences, Inc.
Entity Central Index Key	0001622229
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Common Stock, Shares Outstanding		11,342,400
Entity Shell Company	false
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity File Number	001-38443
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	46-5308248
Entity Address, Address Line One	200 Cambridge Park Drive
Entity Address, Address Line Two	Suite 2500
Entity Address, City or Town	Cambridge
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02140
City Area Code	(617)
Local Phone Number	945-5576
Title of 12(b) Security	Common Stock, $0.001 Par Value
Trading Symbol	COGT
Security Exchange Name	NASDAQ

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 129,420	$ 37,424
Accounts receivable		2,000
Prepaid expenses and other current assets	3,996	1,167
Total current assets	133,416	40,591
Operating lease, right-of-use asset	5,046	5,285
Property and equipment, net	153	1,865
Restricted cash	1,255	1,255
Other assets		427
Total assets	139,870	49,423
Current liabilities:
Accounts payable	639	3,183
Accrued expenses and other current liabilities	5,535	7,131
CVR liability (Note 3)	11,959
Operating lease liability	1,988	1,619
Deferred revenue		1,315
Total current liabilities	20,121	13,248
Operating lease liability, net of current portion	3,691	4,413
Total liabilities	23,812	17,661
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock, $0.001 par value; 9,000,000 shares authorized; no shares issued or outstanding
Common stock, $0.001 par value; 150,000,000 shares authorized; 10,677,285 shares and 7,665,763 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively	11	8
Additional paid-in capital	165,177	155,646
Accumulated deficit	(187,362)	(123,892)
Total stockholders’ equity (deficit)	(22,174)	31,762
Total liabilities, convertible preferred stock and stockholders' equity (deficit)	139,870	$ 49,423
Series A Convertible Preferred Stock [Member]
Current liabilities:
Series A non-voting convertible preferred stock, $0.001 par value; 1,000,000 shares authorized; 163,325 and no shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively	$ 138,232

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2020	Dec. 31, 2019
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	9,000,000	9,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, Par value	$ 0.001	$ 0.001
Common stock, Shares authorized	150,000,000	150,000,000
Common stock, Shares issued	10,677,285	7,665,763
Common stock, Shares outstanding	10,677,285	7,665,763
Series A Convertible Preferred Stock [Member]
Non-voting convertible preferred stock, par value	$ 0.001	$ 0.001
Non-voting convertible preferred stock, shares authorized	1,000,000	1,000,000
Non-voting convertible preferred stock, shares issued	163,325	0
Non-voting convertible preferred stock, shares outstanding	163,325	0

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Income Statement [Abstract]
Collaboration revenue	$ 312	$ 1,020	$ 7,871	$ 7,211
Operating expenses:
Research and development	5,003	10,335	19,630	33,355
General and administrative	5,598	2,721	12,074	8,274
Acquired in-process research and development	46,910		46,910
Total operating expenses	57,511	13,056	78,614	41,629
Loss from operations	(57,199)	(12,036)	(70,743)	(34,418)
Other income (expense):
Interest income	23	31	73	206
Gain on disposal of long-lived assets	7,463	82	7,470	82
Other income	239		239
Change in fair value of CVR liability	(509)		(509)
Total other income (expense), net	7,216	113	7,273	288
Net loss	$ (49,983)	$ (11,923)	$ (63,470)	$ (34,130)
Net loss per common share, basic and diluted	$ (5.07)	$ (1.56)	$ (7.56)	$ (4.49)
Weighted average common shares outstanding, basic and diluted	9,850,530	7,665,281	8,392,741	7,604,688
Comprehensive loss:
Net loss	$ (49,983)	$ (11,923)	$ (63,470)	$ (34,130)
Other comprehensive income:
Unrealized gains on marketable securities, net of tax				12
Total other comprehensive income				12
Comprehensive loss	$ (49,983)	$ (11,923)	$ (63,470)	$ (34,118)

Condensed Consolidated Statements of Non-Voting Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Total	LPC [Member]	KIQ Acquisition [Member]	Series A Non-Voting Convertible Preferred Stock [Member]	Series A Non-Voting Convertible Preferred Stock [Member] KIQ Acquisition [Member]	Common Stock [Member]	Common Stock [Member] LPC [Member]	Common Stock [Member] KIQ Acquisition [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member] LPC [Member]	Additional Paid-in Capital [Member] KIQ Acquisition [Member]	Accumulated Deficit [Member]	Accumulated Other Comprehensive Loss [Member]
Beginning Balances at Dec. 31, 2018	$ 60,234					$ 8			$ 152,297			$ (92,059)	$ (12)
Beginning Balances, Shares at Dec. 31, 2018						7,514,492
Issuance of common stock upon exercise of stock options	11								11
Issuance of common stock upon exercise of stock options, Shares						15,213
Stock-based compensation expense	726								726
Unrealized gains on marketable securities	10												10
Net loss	(11,691)											(11,691)
Ending Balances at Mar. 31, 2019	49,290					$ 8			153,034			(103,750)	(2)
Ending Balances, Shares at Mar. 31, 2019						7,529,705
Beginning Balances at Dec. 31, 2018	60,234					$ 8			152,297			(92,059)	(12)
Beginning Balances, Shares at Dec. 31, 2018						7,514,492
Unrealized gains on marketable securities	12
Net loss	(34,130)
Ending Balances at Sep. 30, 2019	28,623					$ 8			154,804			(126,189)
Ending Balances, Shares at Sep. 30, 2019						7,665,763
Beginning Balances at Mar. 31, 2019	49,290					$ 8			153,034			(103,750)	(2)
Beginning Balances, Shares at Mar. 31, 2019						7,529,705
Issuance of common stock upon exercise of stock options	97								97
Issuance of common stock upon exercise of stock options, Shares						135,433
Stock-based compensation expense	885								885
Unrealized gains on marketable securities	2												$ 2
Net loss	(10,516)											(10,516)
Ending Balances at Jun. 30, 2019	39,758					$ 8			154,016			(114,266)
Ending Balances, Shares at Jun. 30, 2019						7,665,138
Issuance of common stock upon exercise of stock options, Shares						625
Stock-based compensation expense	788								788
Net loss	(11,923)											(11,923)
Ending Balances at Sep. 30, 2019	28,623					$ 8			154,804			(126,189)
Ending Balances, Shares at Sep. 30, 2019						7,665,763
Beginning Balances at Dec. 31, 2019	31,762					$ 8			155,646			(123,892)
Beginning Balances, Shares at Dec. 31, 2019				0
Beginning Balances, Shares at Dec. 31, 2019						7,665,763
Issuance of common stock upon exercise of stock options	38								38
Issuance of common stock upon exercise of stock options, Shares						51,823
Issuance of common stock under Employee Stock Purchase Plan	35								35
Issuance of common stock under Employee Stock Purchase Plan, shares						14,252
Issuance of common stock, net of issuance costs	262								262
Issuance of common stock, net of issuance costs						181,595
Acquisition and retirement of treasury stock	(808)								(808)
Acquisition and retirement of treasury stock, shares						(207,961)
Stock-based compensation expense	507								507
Net loss	(6,094)											(6,094)
Ending Balances at Mar. 31, 2020	25,702					$ 8			155,680			(129,986)
Ending Balances, Shares at Mar. 31, 2020						7,705,472
Beginning Balances at Dec. 31, 2019	31,762					$ 8			155,646			(123,892)
Beginning Balances, Shares at Dec. 31, 2019				0
Beginning Balances, Shares at Dec. 31, 2019						7,665,763
Net loss	(63,470)
Ending Balances at Sep. 30, 2020	(22,174)					$ 11			165,177			(187,362)
Ending Balances, Shares at Sep. 30, 2020				163,325
Ending Balances at Sep. 30, 2020				$ 138,232
Ending Balances, Shares at Sep. 30, 2020						10,677,285
Beginning Balances at Mar. 31, 2020	25,702					$ 8			155,680			(129,986)
Beginning Balances, Shares at Mar. 31, 2020						7,705,472
Issuance of common stock upon exercise of stock options	62								62
Issuance of common stock upon exercise of stock options, Shares						85,012
Stock-based compensation expense	870								870
Net loss	(7,393)											(7,393)
Ending Balances at Jun. 30, 2020	19,241					$ 8			156,612			(137,379)
Ending Balances, Shares at Jun. 30, 2020						7,790,484
Issuance of common stock upon exercise of stock options	335								335
Issuance of common stock upon exercise of stock options, Shares						201,017
Issuance of common stock under Employee Stock Purchase Plan	13								13
Issuance of common stock under Employee Stock Purchase Plan, shares						8,293
Issuance of common stock upon RSU vesting, Shares						56,933
Issuance of common stock		$ 10,670					$ 1			$ 10,669
Issuance of common stock, Shares							1,061,583
Issuance of preferred stock, net of issuance costs			$ 5,488	$ 98,907	$ 39,325						$ 5,486
Issuance of preferred stock, net of issuance costs, Shares				118,638	44,687
Issuance of common stock, net of issuance costs								$ 2
Issuance of common stock, net of issuance costs								1,558,975
Dividend payable to common stockholders	(11,450)								(11,450)
Stock-based compensation expense	3,512								3,512
Net loss	(49,983)											(49,983)
Ending Balances at Sep. 30, 2020	$ (22,174)					$ 11			$ 165,177			$ (187,362)
Ending Balances, Shares at Sep. 30, 2020				163,325
Ending Balances at Sep. 30, 2020				$ 138,232
Ending Balances, Shares at Sep. 30, 2020						10,677,285

Condensed Consolidated Statements of Non-Voting Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2020
Series A Non-Voting Preferred Stock [Member]
Issuance cost	$ 5,493	$ 5,493

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Cash flows from operating activities:
Net loss	$ (63,470)	$ (34,130)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	703	979
Stock-based compensation expense	5,151	2,399
Realized loss on sales of marketable securities		2
Noncash consideration received from a customer	(808)
Noncash portion of acquired in-process research and development	44,812
Net amortization (accretion) of premiums (discounts) on marketable securities		(55)
Gain on disposal of long-lived assets	(7,470)	(82)
Change in fair value of CVR liability	509
Changes in operating assets and liabilities:
Accounts receivable	2,000	788
Prepaid expenses and other current assets	(2,769)	(476)
Operating lease, right-of-use asset	239	1,016
Other assets	427	(428)
Accounts payable	(2,544)	75
Accrued expenses and other current liabilities	(1,596)	1,167
Operating lease liability	(353)	(1,092)
Deferred revenue	(1,315)	(3,232)
Net cash used in operating activities	(26,484)	(33,069)
Cash flows from investing activities:
Purchases of property and equipment		(20)
Proceeds from sale of property and equipment	320	204
Proceeds from sale of BOXR Platform assets	8,100
Proceeds from maturities and sales of marketable securities		22,988
Net cash provided by investing activities	8,420	23,172
Cash flows from financing activities:
Proceeds from issuance of Series A non-voting convertible preferred stock, net of issuance costs of $5,493	98,907
Proceeds from issuance of common stock	10,670
Proceeds from issuance of common stock upon stock option exercises	435	108
Proceeds from issuance of stock from employee stock purchase plan	48
Net cash provided by financing activities	110,060	108
Net (decrease) increase in cash, cash equivalents and restricted cash	91,996	(9,789)
Cash, cash equivalents and restricted cash at beginning of period	38,679	56,926
Cash, cash equivalents and restricted cash at end of period	$ 130,675	$ 47,137

Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2020
Series A Non-Voting Preferred Stock [Member]
Offering costs	$ 5,493	$ 5,493

Nature of the Business and Basis of Presentation

9 Months Ended

Sep. 30, 2020

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Nature of the Business and Basis of Presentation

1. Nature of the Business and Basis of Presentation

Cogent Biosciences, Inc. (“Cogent” or “the Company”) is a biotechnology company focused on developing precision therapies for genetically defined diseases. Cogent’s most advanced program, PLX9486, is a highly selective tyrosine kinase inhibitor that is designed to potently inhibit the KIT D816V mutation as well as other mutations in KIT exon 17. KIT D816V is responsible for driving a rare and serious condition called systemic mastocytosis (“SM”), and exon 17 mutations are also found in patients with advanced gastrointestinal stromal tumors (“GIST”), a type of cancer with strong dependence on oncogenic KIT signaling. The Company was incorporated in March 2014 under the laws of the State of Delaware. On October 2, 2020 the Company filed an amendment to its certificate of incorporation to change its name from Unum Therapeutics Inc. to Cogent Biosciences, Inc. The name change became effective on October 6, 2020. In connection with the name change, the Company’s common stock began trading under the ticker symbol “COGT” and the new CUSIP for the Company’s common stock will be 19240Q 201.

On April 1, 2019, the Company filed a shelf registration statement on Form S-3 with the SEC. The shelf registration statement allows the Company to sell from time-to-time up to $150 million of common stock, preferred stock, debt securities, warrants, or units comprised of any combination of these securities, for its own account in one or more offerings. The terms of any offering under the shelf registration statement will be established at the time of such offering and will be described in a prospectus supplement filed with the SEC prior to the completion of any such offering.

Additionally, on April 1, 2019 and pursuant to the Form S-3, the Company entered into a Sales Agreement (the “Sales Agreement”) with Cowen and Company, LLC (“Cowen”), pursuant to which the Company may issue and sell, from time to time, shares of its common stock having an aggregate offering price of up to $50.0 million through Cowen as the sales agent. As of September 30, 2020, no shares have been sold under this Sales Agreement.

As announced on March 2, 2020, the Company initiated a reduction in force that resulted in the termination of approximately 60% of the Company’s employee workforce, or 43 employees. These reductions were substantially completed by the end of first quarter of 2020. The reduction in force was approved in connection with the Company’s restructuring plans to prioritize resources towards advancing its preclinical program.

On March 19, 2020, the Company entered into a Purchase Agreement (the “LPC Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“LPC”), pursuant to which the Company may elect to sell to LPC up to $25,000,000 in shares of its common stock, subject to certain limitations and conditions set forth in the LPC Purchase Agreement. Pursuant to the LPC Purchase Agreement, the Company issued 181,595 shares of common stock to LPC as a commitment fee. As of September 30, 2020, 1,061,583 registered common shares have been sold to LPC under the LPC Purchase Agreement for proceeds of $10.7 million.

On March 26, 2020, the Company announced that it would be exploring strategic alternatives in order to maximize stockholder value and that the Company had engaged Ladenburg Thalmann & Co. Inc. to act as its strategic financial advisor to assist in the strategic review process. As of July 6, 2020, the Company successfully signed and closed the acquisition of Kiq Bio LLC (formerly Kiq LLC) (“Kiq”) (the “Kiq acquisition”) as disclosed in Note 6.

On July 6, 2020, the Company issued a non-transferrable contingent value right (“CVR”), which was distributed to stockholders of record as of the close of business on July 6, 2020, and prior to the issuance of any shares to acquire Kiq or sold to the PIPE investors as disclosed in Note 3.

On July 9, 2020, the Company completed a Private Investment in Public Equity (“PIPE”) of 118,638 Series A Non-Voting Convertible Preferred Stock to new and existing investors in exchange for gross proceeds of $104.4 million, or net proceeds of $98.9 million, after deducting commissions and offering costs.

On August 28, 2020 the Company sold its assets, rights and interests relating to its Bolt-on Chimeric Receptor (“BOXR”) technology and Autologous Cell Therapy Industrial Automation (“ACTIA”) technology (collectively, the “BOXR Platform”), to Sotio LLC (“Sotio”) (the “BOXR Platform Transaction”), pursuant to an asset purchase agreement by and among the Company, Sotio and Sotio NV as Guarantor (the “BOXR Platform Purchase Agreement”) as disclosed in Note 7.

In August 2020, the Company’s board of directors unanimously approved an amendment to its certificate of incorporation, which would allow the board to effect a reverse stock split of all issued and outstanding shares of our common stock, at a ratio ranging from 1-for-4 to 1-for-8, inclusive, subject to stockholder approval. On October 9, 2020, the Company filed a Definitive Proxy Statement which included the proposal that its stockholders approve the amendment to its certificate of incorporation to effect the reverse stock split and a proposal that the stockholders approve the conversion of the shares of Series A Preferred Stock issued in the Kiq acquisition and the PIPE. The proposals were approved by the stockholders at a special meeting held on November 6, 2020 and the Company’s board of directors approved a ratio of 1-for-4 for the reverse stock split. The amendment to the Company’s certificate of incorporation to effect the reverse stock split at a ratio of 1-for-4 was filed with the Delaware Secretary of State on November 6, 2020. All disclosures of common shares, per common share data and preferred stock conversion ratios in the accompanying interim financial statements and related notes have been adjusted to reflect the reverse stock split, but not any conversion of Series A Preferred Stock.

On December 31, 2019, the Company received a deficiency letter from the Listing Qualifications Department of the Nasdaq Stock Market notifying it that, for the last 30 consecutive business days, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued inclusion on the Nasdaq Global Select Market (“Minimum Bid Price Requirement”). In accordance with Nasdaq Listing Rules, the Company had an initial period of 180 calendar days to regain compliance with the minimum bid price rule, which has been tolled as of April 16, 2020 and will restart on July 1, 2020. On July 20, 2020, the Company received notification from the Nasdaq that the Company has regained compliance with the Nasdaq Listing Rules.

The Company is 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, the impact of the COVID-19 coronavirus, compliance with government regulations and the 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 the Company’s drug development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales.

The accompanying condensed consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. The Company has incurred recurring losses since inception, including a net loss of $63.5 million for the nine months ended September 30, 2020. As of September 30, 2020, the Company had an accumulated deficit of $187.4 million. The Company expects to continue to generate operating losses in the foreseeable future. As of the issuance date of the interim condensed consolidated financial statements, the Company expects that its cash and cash equivalents will be sufficient to fund its operating expenses and capital expenditure requirements for at least the next 12 months from issuance of the financial statements. The future viability of the Company beyond that point is dependent on its ability to raise additional capital to finance its operations.

The Company expects that it will continue to incur significant expenses in connection with its ongoing business activities. The Company will need to seek additional funding through equity offerings, debt financings, collaborations, licensing arrangements and other marketing and distribution arrangements, partnerships, joint ventures, combinations or divestitures of one or more of its businesses. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into collaborative arrangements or divest its assets. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. Arrangements with collaborators or others may require the Company to relinquish rights to certain of its technologies or product candidates. If the Company is unable to obtain funding, the Company could be forced to delay, reduce or eliminate its research and development programs or commercialization efforts, which could adversely affect its business prospects, or the Company may be unable to continue operations.

The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Unaudited Interim Financial Information

The consolidated balance sheet at December 31, 2019 was derived from audited financial statements but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements as of September 30, 2020 and for the three and nine months ended September 30, 2020 and 2019 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K on file with the SEC. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the Company’s financial position as of September 30, 2020 and results of operations for the three and nine months ended September 30, 2020 and 2019 and cash flows for the nine months ended September 30, 2020 and 2019 have been made. The Company’s results of operations for the three and nine months ended September 30, 2020 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2020.

Principles of Consolidation

The accompanying condensed consolidated financial statements include those of the Company and its wholly-owned subsidiaries, Mono, Inc. and Utah Merger Sub 2 LLC. All intercompany balances and transactions have been eliminated.

Risks and Uncertainties - Impact of the COVID-19 Coronavirus

The Company is subject to risks and uncertainties as a result of the COVID-19 pandemic. The virus continues to spread globally, has been declared a pandemic by the World Health Organization and has spread to over 100 countries, including the United States. The impact of this pandemic has been and will likely continue to be extensive in many aspects of society, which has resulted in and will likely continue to result in significant disruptions to the global economy, as well as businesses and capital markets around the world.

The spread of COVID-19 has caused the Company to modify its business practices, including implementing a work-from-home policy for all employees who are able to perform their duties remotely and restricting all nonessential travel, and it expects to continue to take actions as may be required or recommended by government authorities or as the Company determines are in the best interests of its employees, the patients it serves and other business partners in light of COVID-19. Potential impacts to the Company’s business include temporary closures of its facilities or those of its vendors, disruptions or restrictions on its employees’ ability to travel, disruptions to or delays in ongoing laboratory experiments and operations and the potential diversion of healthcare resources away from the conduct of clinical trials to focus on pandemic concerns, and its ability to raise capital. As of September 30, 2020, there have been no material impacts to the Company. As the impacts of COVID-19 continue to unfold, the Company will continually assess the impacts, as the extent to which the COVID-19 pandemic may materially impact the Company’s financial condition, liquidity or results of operations in the future is uncertain.

Convertible Preferred Stock

The Company records shares of convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs. The Company has applied the guidance in ASC 480-10-S99-3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities, and has therefore classified the Series A Preferred Stock outside of shareholders’ equity (deficit) because, if conversion to common stock is not approved by the shareholders, the Series A Preferred Stock will be redeemable at the option of the holders for cash equal to the closing price of the common stock on last trading day prior to the holder’s redemption request.

Business Combinations

In determining whether an acquisition should be accounted for as a business combination or asset acquisition, the Company first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this is the case, the single identifiable asset or the group of similar assets is not deemed to be a business, and is instead deemed to be an asset. If this is not the case, the Company then further evaluates whether the single identifiable asset or group of similar identifiable assets and activities includes, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. If so, the Company concludes that the single identifiable asset or group of similar identifiable assets and activities is a business.

The Company accounts for business combinations using the acquisition method of accounting. Application of this method of accounting requires that (i) identifiable assets acquired (including identifiable intangible assets) and liabilities assumed generally be measured and recognized at fair value as of the acquisition date and (ii) the excess of the purchase price over the net fair value of identifiable assets acquired and liabilities assumed be recognized as goodwill, which is not amortized for accounting purposes but is subject to testing for impairment at least annually. Acquired in-process research and development (“IPR&D”) is recognized at fair value and initially characterized as an indefinite-lived intangible asset, irrespective of whether the acquired IPR&D has an alternative future use. Transaction costs related to business combinations are expensed as incurred. Determining the fair value of assets acquired and liabilities assumed in a business combination requires management to use significant judgment and estimates, especially with respect to intangible assets.

During the measurement period, which extends no later than one year from the acquisition date, the Company may record certain adjustments to the carrying value of the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the measurement period, all adjustments are recorded in the consolidated statements of operations as operating expenses or income.

To date, the Company has not recorded any asset acquisitions as a business combination.

Asset Acquisitions

The Company measures and recognizes asset acquisitions that are not deemed to be business combinations based on the cost to acquire the assets, which includes transaction costs. Goodwill is not recognized in asset acquisitions. In an asset acquisition, the cost allocated to acquire IPR&D with no alternative future use is charged to expense at the acquisition date.

Research Contract Costs and Accruals

The Company has entered into various research and development contracts with companies both inside and outside of the United States. These agreements are generally cancelable, and related payments are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies or trials, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. During the three and nine months ended September 30, 2020, in the course of completing the ACTR clinical trials, the Company adjusted the estimates used to determine the clinical accruals based on the best available information at that date, resulting in reductions to the accrued expenses and the related research and development expense of $0.8 million.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates, assumptions, and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, revenue recognition, the accrual of research and development expenses, the valuation of the contingent value right (“CVR”) liability and the valuation of stock-based awards. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. The extent to which the COVID-19 pandemic may directly or indirectly impact its business, financial condition, and results of operations is highly uncertain and subject to change. The Company considered the potential impact of the COVID-19 pandemic on its estimates and assumptions and there is not a material impact to its condensed consolidated financial statements as of and for the three and nine months ended September 30, 2020; however, actual results could differ from those estimates and there may be changes to its estimates in future periods.

Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires certain financial assets measured at amortized cost be presented at the net amount expected to be collected. The Company adopted ASU 2016-13 on January 1, 2020. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements.

In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606. The main provisions of ASU 2018-18 include: (i) clarifying that certain transactions between collaborative arrangement participants should be accounted for as revenue when the collaborative arrangement participant is a customer in the context of a unit of account and (ii) precluding the presentation of transactions with collaborative arrangement participants that are not directly related to sales to third parties together with revenue. This guidance is effective for annual reporting periods beginning after December 15, 2019, including interim periods within those annual reporting periods, and early adoption is permitted. The guidance per ASU 2018-18 is to be adopted retrospectively to the date of initial application of Topic 606. The Company adopted ASU 2018-18 on January 1, 2020. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, (“ASU 2018-13”). The new standard removes certain disclosures, modifies certain disclosures and adds additional disclosures related to fair value measurement. The new standard became effective on January 1, 2020. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2019, the FASB issued ASU 2019-12 Simplifying the Accounting for Income Taxes, which eliminates the need for an organization to analyze whether the following apply in a given period: (1) exception to the incremental approach for intra-period tax allocation; (2) exceptions to accounting for basis differences when there are ownership changes in foreign investments; and (3) exceptions in interim period income tax accounting for year-to-date losses that exceed anticipated losses. ASU No. 2019-12 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company does not expect that this standard will have a material effect on its condensed consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06 Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) related to the measurement and disclosure requirements for convertible instruments and contracts in an entity's own equity. The pronouncement simplifies and adds disclosure requirements for the accounting and measurement of convertible instruments and the settlement assessment for contracts in an entity's own equity. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2021 and early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact that this standard will have on its condensed consolidated financial statements.

Fair Value of Financial Assets and Liabilities

9 Months Ended

Sep. 30, 2020

Fair Value Disclosures [Abstract]

Fair Value of Financial Assets and Liabilities

3. Fair Value of Financial Assets and Liabilities

The following tables present information about the Company’s assets that are measured at fair value on a recurring basis (in thousands):

	Fair Value Measurements at September 30, 2020 Using:
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	—	$	487	$	—	$	487
Total Assets	$	—	$	487	$	—	$	487
Liabilities:
CVR Liability	$	—	$	—	$	11,959	$	11,959
Total Liabilities	$	—	$	—	$	11,959	$	11,959

	Fair Value Measurements at December 31, 2019 Using:
	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	—	$	485	$	—	$	485
	$	—	$	485	$	—	$	485

On July 6, 2020, the Company issued a non-transferrable CVR, which was distributed to stockholders of record as of the close of business on July 6, 2020, and prior to the issuance of any shares to acquire Kiq or sold to the PIPE investors. Holders of the CVR are entitled to receive certain stock and/or cash payments from proceeds received by the Company, if any, related to the disposition of its legacy cell therapy assets for a period of three years from July 2020. On August 28, 2020, the Company sold the BOXR Platform and subsequently sold additional fixed assets, triggering the CVR payment and, per the terms of the CVR agreement, the payment will be made in shares. The Company classifies the CVR as a liability on its condensed consolidated balance sheet.

The fair value of the CVR liability was determined using the probability weighted discounted cash flow method to estimate future cash flows associated with the sale of the legacy cell therapy assets, including the BOXR platform, ACTR platform and other fixed assets based on assumptions at the date of the CVR issuance and as of September 30, 2020 less certain permitted deductions. The number of shares is determined by dividing the proceeds by the closing price of the Company’s stock on July 6, 2020 of $8.80. The closing price of the Company’s common stock at each measurement date was used to determine the fair value of the CVR liability. The liability measured at the date of issuance was recorded as a common stock dividend, returning capital to the legacy stockholders of record as of the close of business on July 6, 2020. Changes in fair value of the liability are recognized as a component of Other income (expense) in the condensed consolidated statement of operations and comprehensive loss for the three and nine month periods ended September 30, 2020. The liability was valued based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. For the year ended December 31, 2019, the Company had no financial liabilities outstanding measured at fair value.

The following table sets forth a summary of the changes in the fair value of the Company’s CVR liability:

	For the nine months ended September 30, 2020
Beginning balance	$	—
Fair value at CVR issuance		11,450
Change in fair value		509
Ending balance	$	11,959

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Accrued Expenses and Other Current Liabilities

9 Months Ended

Sep. 30, 2020

Payables And Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

4. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

	September 30, 2020		December 31, 2019
Accrued employee compensation and benefits	$	1,098	$	2,500
Accrued external research and development expense		2,310		2,987
Accrued external manufacturing costs		284		750
Other		1,843		894
	$	5,535	$	7,131

Collaboration Agreement

9 Months Ended

Sep. 30, 2020

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Collaboration Agreement

5. Collaboration Agreement

In June 2015, the Company entered into a Collaboration Agreement with Seattle Genetics (the “Collaboration Agreement”). Pursuant to the terms of the Collaboration Agreement, the Company and Seattle Genetics agreed to jointly develop two product candidates incorporating its ACTR platform and Seattle Genetics’ antibodies.

On January 16, 2020, the Company and Seattle Genetics entered into an agreement to terminate the Collaboration Agreement (the “Termination Agreement”) effective as of January 16, 2020 (the “Termination Effective Date”), pursuant to which the Parties ceased all research, development, manufacturing and other exploitations of any and all research candidates and development candidates under the Collaboration Agreement, including, without limitation, the development candidate ACTR-BCMA and a research candidate.

Pursuant to terms of the Termination Agreement, among other things, (i) Seattle Genetics paid the Company $5.75 million, (ii) Seattle Genetics surrendered, assigned and transferred to the Company all of its right, title and interest in the 207,961 shares of the Company’s common stock owned by Seattle Genetics, (iii) the Company will continue to pay all expenses for the wind-down of the ACTR-BCMA trial and (iv) Seattle Genetics paid all research and development costs incurred through the Termination Effective Date. In addition, the exclusivity provisions in the Collaboration Agreement terminate and each party will be free to research, develop and commercialize its individual intellectual property either by themselves or with third parties, subject to the intellectual property rights of the other party.

In considering all facts, including the suspension of the ATTCK-17-01 clinical trial as announced in November 2019 and the expected termination of the Collaboration Agreement in January 2020, as of December 31, 2019, the Company adjusted the estimated transaction price to be the $25.0 million upfront payment from 2015 and the total payments to be earned for preclinical research and clinical development activities through the Termination Date. During the nine months ended September 30, 2020, the Company adjusted the transaction price to include the Termination Payment of $5.75 million as well as the aggregate fair value of $0.8 million as of January 16, 2020 of the 207,961 shares of common stock received. The aggregate fair value of common stock received has been included as a noncash adjustment to reconcile net loss to net cash used in operating activities within the condensed consolidated statement of cash flows.

Under the Collaboration Agreement and Termination Agreement, the Company recognized revenue of $0.3 million and $1.0 million for the three months ended September 30, 2020 and 2019, respectively, and $7.9 million and $7.2 million for the nine months ended September 30, 2020 and 2019. All remaining performance obligations have been completed and all revenue has been recognized under the Collaboration Agreement. There is no remaining deferred revenue balance as of September 30, 2020.

Kiq, LLC Acquisition

9 Months Ended

Sep. 30, 2020

Business Combinations [Abstract]

Kiq, LLC Acquisition

6. Kiq LLC Acquisition

On July 6, 2020, the Company completed its asset acquisition of Kiq, in accordance with the terms of the Agreement and Plan of Merger (the “Merger Agreement”), signed and closed on July 6, 2020. Under the terms of the Merger Agreement, at the closing of the Merger, the Company issued the securityholders of Kiq 1,558,975 shares of common stock and 44,687 shares of Series A Preferred Stock.

The Company concluded the arrangement did not result in the acquisition of a business, as substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable asset, the exclusive license agreement with Plexxikon Inc. for PLX9486 and PLX0206. In addition, the Company did not obtain any substantive processes or any employees in connection with the acquisition and Kiq was not generating revenue at the time the Merger Agreement was executed. The Company determined that the cost to acquire the assets was $46.9 million, based on the fair value of the consideration issued consisting of the 44,687 shares of Series A Preferred Stock and 1,558,975 shares of common stock valued at $3.52 per share and direct costs of the acquisition of $2.1 million. The acquisition cost was allocated entirely to acquired IPR&D as no other assets or liabilities were acquired. As the assets had not yet received regulatory approval in any territory, the cost attributable to the license agreement was expensed in the Company’s condensed consolidated statements of operations for the three and nine months ended September 30, 2020 as the acquired IPR&D had no alternative future use, as determined by the Company in accordance with GAAP.

Sale of BOXR Assets

9 Months Ended

Sep. 30, 2020

Disposal Group Not Discontinued Operation Disposal Disclosures [Abstract]

Sale of BOXR Assets

7. Sale of BOXR Assets

On August 28, 2020 the Company, sold its assets, rights and interests relating to its BOXR Platform, to Sotio, pursuant to the BOXR Platform Purchase Agreement. Pursuant to the BOXR Platform Purchase Agreement, Sotio has agreed to pay the Company total cash consideration of up to $11.5 million, consisting of an upfront payment of $8.1 million ($1.73 million of which was placed in escrow for 90 days related to general representations and warranties) on the Closing Date and potential milestone payments of up to $3.4 million in the aggregate upon the achievement of certain milestones related to the issuance of Specified Claims (as described in the BOXR Platform Purchase Agreement) by the U.S. Patent and Trademark Office and the European Patent Office.

Pursuant to ASC 205-20, Presentation of Financial Statements— Discontinued Operations, the BOXR platform did not meet the criteria of a discontinued operation as it was not considered a component of an entity that comprises operations and cash flows that can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the Company, nor did it represent a strategic shift with a material effect on the Company’s operations and financial results. The Company accounted for the sale of the BOXR Platform as the sale of a business and recognized a gain of $7.4 million as a component of Other income (expense) on the Company’s condensed consolidated statements of operations and comprehensive loss. The amounts to be released from escrow of $1.73 are included within other current assets on the Company’s condensed consolidated balance sheet as of September 30, 2020. No amounts related to the future milestone payments have been recognized as of September 30, 2020.

Preferred Stock, Series A Non-Voting Convertible Preferred Stock and Common Stock

9 Months Ended

Sep. 30, 2020

Equity [Abstract]

Preferred Stock, Series A Non-Voting Convertible Preferred Stock and Common Stock

8. Preferred Stock, Series A Non-Voting Convertible Preferred Stock and Common Stock

Our authorized capital stock consists of 150,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share, 1,000,000 of which are designated as Series A Preferred Stock and 9,000,000 of which shares of preferred stock are undesignated.

Series A Non-Voting Convertible Preferred Stock

On July 6, 2020, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series A Non-Voting Convertible Preferred Stock (“Series A Preferred Stock”) with the Secretary of State of the State of Delaware (the “Certificate of Designation”) in connection with the Merger and the PIPE. The Certificate of Designation provides for the issuance of shares of Series A Preferred Stock, par value $0.001 per share.

Holders of Series A Preferred Stock are entitled to receive dividends on shares of Series A Preferred Stock equal, on an as-if-converted-to-Common-Stock basis, and in the same form as dividends actually paid on shares of the Common Stock. Except as otherwise required by law, the Series A Preferred Stock does not have voting rights. However, as long as any shares of Series A Preferred Stock are outstanding, the Company will not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series A Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series A Preferred Stock, (b) alter or amend the Certificate of Designation, (c) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series A Preferred Stock, (d) increase the number of authorized shares of Series A Preferred Stock, (e) prior to the stockholder approval of the Conversion Proposal or at any time while at least 40% of the originally issued Series A Preferred Stock remains issued and outstanding, consummate a Fundamental Transaction (as defined in the Certificate of Designation) or (f) enter into any agreement with respect to any of the foregoing. The Series A Preferred Stock does not have a preference upon any liquidation, dissolution or winding-up of the Company.

The Company has agreed to hold a stockholders’ meeting to submit the approval of the conversion of the Series A Preferred Stock into shares of common stock, the approval of an amendment to the certificate of incorporation of the Company to authorize sufficient shares of Common Stock for the conversion of the Series A Preferred Stock issued and the approval of a reverse stock split of all outstanding shares of common stock for the purpose of maintaining compliance with Nasdaq listing standards. The stockholder meeting and reverse split have not occurred as of September 30, 2020. The convertible preferred stock is recorded outside of stockholders’ deficit because, if conversion to common stock is not approved by the shareholders, the convertible preferred stock will be redeemable at the option of the holders for cash equal to the closing price of the common stock on last trading day prior to the holder’s redemption request. The conversion was approved at the stockholders’ meeting on November 6, 2020 (Note 15).

Upon approval of the conversion of the Series A Preferred Stock into shares of common stock, each share of Series A Preferred Stock is convertible into shares of Common Stock at any time at the option of the holder thereof, into 250 shares of Common Stock, subject to certain limitations, including that a holder of Series A Preferred Stock is prohibited from converting shares of Series A Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (to be established by the holder between 4.9% and 19.9%) of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion.

On July 9, 2020 the Company also completed a private placement of 118,638 Series A Preferred Stock to new and existing investors in exchange gross proceeds of $104.4 million, or net proceeds of $98.9 million, after deducting commissions and offering costs.

The Company analyzed the conversion provision related to the Series A Preferred Stock and determined the PIPE holders received a contingent beneficial conversion feature (“BCF”) equal to $104.4 million. This amount represents the difference between the Company’s closing stock price at the July 9, 2020 commitment date ($12.04) and the $3.52 conversion price, limited by the actual gross proceeds received. As the conversion provision is contingent on stockholder approval, the BCF will not be recognized until the contingency is resolved. Upon obtaining stockholder approval, the $104.4 million BCF will be recognized in additional paid-in capital and reflected as a deemed preferred stock dividend, increasing the net loss attributable to common stockholders and increasing basic net loss per share.

No other classes of preferred stock have been designated and no other preferred shares have been issued or are outstanding as of September 30, 2020.

Common Stock

Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are not entitled to receive dividends, unless declared by the board of directors. In the event of our liquidation, dissolution, or winding up, holders of our common stock will be entitled to share ratably in all assets remaining after payment of all debts and other liabilities and any liquidation preference of any outstanding preferred stock. The shares to be issued by us in this offering will be, when issued and paid for, validly issued, fully paid and non-assessable.

On March 19, 2020, the Company entered into a Purchase Agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“LPC”), pursuant to which the Company may elect to sell to LPC up to $25,000,000 in shares of its common stock, subject to certain limitations and conditions set forth in the Purchase Agreement. Pursuant to the Purchase Agreement, the Company issued 181,595 shares of common stock to LPC as a commitment fee. As of September 30, 2020, 1,061,583 registered common shares have been sold to LPC under the Purchase Agreement for proceeds of $10.7 million.

On September 22, 2020, the Company filed a registration statement on Form S-3 for the registration of (i) 1,558,975 shares of common stock issued in the acquisition of Kiq (ii) 11,171,750 shares of common stock issuable upon the conversion of 44,687 shares of the Series A Preferred Stock issued in the acquisition of Kiq and (iii) 29,659,500 shares of common stock issuable upon the conversion of 118,638 shares of the Series A Preferred Stock issued in the PIPE, for a total of 42,390,225 shares of common stock.

Stock-Based Compensation

9 Months Ended

Sep. 30, 2020

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-Based Compensation

9. Stock-Based Compensation

2018 Stock Option and Incentive Plan

The Company’s 2018 Stock Option and Incentive Plan, (the “2018 Plan”), which became effective on March 27, 2018 provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock units, restricted stock awards, unrestricted stock awards, cash-based awards and dividend equivalent rights. The number of shares initially reserved for issuance under the 2018 Plan was 700,180. Additionally, the shares of common stock that remained available for issuance under the previously outstanding 2015 Stock Incentive Plan (the “2015 Plan”) became available under the 2018 Plan. The number of shares reserved for the 2018 Plan automatically increase on each January 1 by 4% of the number of shares of the Company’s common stock outstanding on the immediately preceding December 31 or a lesser number of shares determined by the Company’s board of directors. The shares of common stock underlying any awards that are forfeited, canceled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, repurchased or are otherwise terminated by the Company under the 2018 Plan or the 2015 Plan will be added back to the shares of common stock available for issuance under the 2018 Plan. The number of authorized shares reserved for issuance under the 2018 Plan was increased by 306,625 shares effective as of January 1, 2020. As of September 30, 2020, 983,251 shares remained available for future issuance under the 2018 Plan.

2018 Employee Stock Purchase Plan

The Company’s 2018 Employee Stock Purchase Plan (the “ESPP”) became effective on March 28, 2018 at which time a total of 78,500 shares of common stock were reserved for issuance. In addition, the number of shares of common stock that may be issued under the ESPP automatically increase on each January 1 through January 1, 2027, by the least of (i) 125,000 shares of common stock, (ii) 1% of the number of shares of the Company’s common stock outstanding on the immediately preceding December 31 or (iii) such lesser number of shares as determined by the ESPP administrator. The number of authorized shares reserved for issuance under the ESPP was increased by 76,657 shares effective as of January 1, 2020. The first six month offering period was initiated on July 1, 2019. As of September 30, 2020, 22,545 shares have been issued under the ESPP and 216,050 shares remain available for issuance.

Stock Option Issuances

During the nine months ended September 30, 2020, the Company granted service-based options to participants for the purchase of 1,235,082 shares of common stock with a weighted average exercise price of $2.80 per share and a weighted average grant-date fair value of $1.96 per share.

Stock-Based Compensation

The Company recorded stock-based compensation expense in the following expense categories of its condensed consolidated statements of operations and comprehensive loss (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Research and development expenses	$	1,876	$	505	$	2,579	$	1,692
General and administrative expenses		1,636		283		2,572		707
Total	$	3,512	$	788	$	5,151	$	2,399

On April 8, 2020, the Company launched a tender offer to certain employee option holders, subject to specified conditions, to exchange some or all of their outstanding options to purchase shares of common stock, par value $0.001 per share, for equivalent number of new options to purchase shares of the Company’s common stock. Pursuant to the exchange offer, all eligible employees elected to exchange outstanding options, and the Company accepted for cancellation options to purchase an aggregate of 542,418 shares of the Company’s common stock.

On May 7, 2020, immediately following the expiration of the exchange offer, the Company granted new options to purchase 542,418 shares of common stock, pursuant to the terms of the exchange offer and the Company’s 2018 Plan. As a result, the exercise price was determined to be $1.68, the fair value of the Company’s closing stock price on the grant date. No other terms of the exchanged stock options were modified, and the stock options will continue to vest according to their original vesting schedules and will retain their original expiration dates. The Company accounted for the exchange offer as an option modification and as a result, recorded $0.2 million in incremental stock-based compensation expense during the nine months ended September 30, 2020.

On July 6, 2020, the Board accelerated the vesting for all outstanding stock options in connection with the Kiq acquisition, resulting in acceleration of stock compensation expense of $2.9 million, which was recognized in the three and nine months ended September 30, 2020.

As of September 30, 2020, total unrecognized compensation cost related to the unvested stock-based awards granted in the three months ended September 30, 2020 was $0.5 million. The remaining is to be recognized over a weighted average period of 3.63 years.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2020

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

10. Commitments and Contingencies

Operating Leases

The Company leases office and laboratory space under a non-cancelable operating lease that expires in April 2023 with the Company’s option to extend for an additional five-year term. The lessee has the right to terminate the lease in the event of the inability to use the space due to substantial damage while the lessor has the right to terminate the lease for tenant’s default of lease financial obligations. Per the terms of the lease agreement, the Company does not have any residual value guarantees. This extension has not been considered in the determination of the lease liability as the Company is not obligated to exercise their option and it is not reasonably certain that the option will be exercised. The lease payments include fixed lease payments that escalate over the term of the lease on an annual basis. The Company’s real estate lease in Cambridge is a net lease, as the non-lease components (i.e. common area maintenance) are paid separately from rent based on actual costs incurred. Therefore, the non-lease component and related payments are not included in the right-of-use asset and liability and are reflected as an expense in the period incurred. The discount rate used in determining the lease liability represents the Company’s incremental borrowing rate as the rate implicit in the lease could not be readily determined.

On August 28, 2020, the Company amended this operating lease resulting in increased annual rent payments. No other terms of the lease were changed. The Company determined that the lease modification did not grant an additional right of use and concluded that the modification was not a separate new lease, but rather that it should reassess and remeasure the right-of-use asset and lease liability on the effective date of the modification. The Company increased the right-of-use asset and operating lease liabilities by $0.9 million, respectively.

Concurrent with the lease amendment and the BOXR sale, the Company entered into a sublease with Sotio for the remaining term of the lease. Under the terms of the sublease agreement, Sotio will lease approximately 70% of the facility and will be responsible for the corresponding percentage of operating lease costs and variable lease costs. Variable lease costs include common area maintenance and other operating charges.

The elements of the lease expense, net of sublease income, were as follows (in thousands):

	Nine Months Ended September 30,
Lease cost
Operating lease cost	$	1,366
Variable lease cost		693
Sublease Income		(239	)
Total lease cost	$	1,820

Other information
Cash paid for amounts included in the measurement of lease liabilities	$	2,137
Remaining lease term		2.58
Discount rate		9.50	%

Future minimum lease payments under the operating lease as of September 30, 2020 are as follows (in thousands):

Year Ending December 31,
2020	$	594
2021		2,424
2022		2,497
2023		841
Total future minimum lease payments		6,356
Less: imputed interest		677
Total operating lease liability	$	5,679
Included in the consolidated balance sheet:
Current operating lease liability	$	1,988
Operating lease liability, net of current portion		3,691
Total operating lease liability	$	5,679

Under the terms of the lease, the Company obtained a $1.3 million letter of credit as collateral for its leased facility. The underlying cash collateralizing this letter of credit has been classified as non-current restricted cash in the accompanying condensed consolidated balance sheets. This is a refundable deposit and not a lease payment. Under the terms of the sublease agreement with Sotio, Sotio obtained a letter of credit for $1.3 million for the benefit of the Company. This has been excluded from the undiscounted cash flows above.

Plexxikon License Agreement

In July 2020, with the closing of the Kiq acquisition, the Company obtained an exclusive, sublicensable, worldwide license (the “License Agreement”) to certain patents and other intellectual property rights to research, develop, and commercialize PLX9486 and PLX0206. As initial consideration for the license, Kiq directly paid Plexxikon Inc. an upfront payment of $1.0 million in cash, which was paid prior to the closing of the Kiq acquisition. Under the terms of the License Agreement, the Company is required to pay Plexxikon aggregate payments of up to $7.5 million upon the satisfaction of certain clinical milestones and up to $25 million upon the satisfaction of certain regulatory milestones.

The Company is also required to pay Plexxikon tiered royalties ranging from a low-single digit percentage to a high-single digit percentage on annual net sales of products. These royalty obligations last on a product-by-product basis and country-by-country basis until the latest of (i) the date on which there is no validate claim of a licensed Plexxikon Inc. patent covering a subject product in such country or (ii) the 10^th anniversary of the date of the first commercial sale of the product in such country. In addition, if the Company sublicenses the rights under the License Agreement, the Company is required to pay a certain percentage of the sublicense revenue to Plexxikon Inc ranging from mid-double digit percentages to mid-single digit percentages, depending on whether the sublicense is entered into prior to or after certain clinical trial events.

The license agreement will expire on a country-by-country and licensed product-by-licensed product basis until the later of the last to expire of the patents covering such licensed products or services or the 10-year anniversary of the date of first commercial sale of the licensed product in such country. The Licensors may terminate the license agreement within 30 days after written notice in the event of a breach of contract. The Licensors may also terminate the agreement upon written notice in the event of the Company’s bankruptcy, liquidation, or insolvency. In addition, the Company has the right to terminate this agreement in its entirety at will upon 90 days’ advance written notice to Plexxikon.

National University of Singapore and St. Jude Children’s Research Hospital, Inc. License Agreement

Under its license agreement with National University of Singapore and St. Jude Children’s Research Hospital, Inc. (collectively the “Licensors”) entered into in 2014, the Company is obligated to pay license maintenance fees on each anniversary of the effective date of the agreement that escalate from less than $0.1 million for each of the first seven years to $0.1 million on the eighth anniversary and each year thereafter. The Company is also obligated to make aggregate milestone payments of up to 5.5 million Singapore dollars (equivalent to approximately $4.0 million as of September 30, 2020) upon the achievement of specified clinical and regulatory milestones and to pay tiered royalties ranging in the low single-digit percentages on annual net sales of licensed products sold by the Company or its sublicensees. The royalties are payable on a product-by-product and country-by-country basis and may be reduced in specified circumstances. Additionally, under certain circumstances, the Company is obligated to pay the Licensors a percentage of amounts received from sublicensees.

The license agreement will expire on a country-by-country basis until the last to expire of the patents and patent applications covering such licensed product or service. The Licensors may terminate the license agreement within 60 days after written notice in the event of a breach of contract. The Licensors may also terminate the agreement upon written notice in the event of the Company’s bankruptcy, liquidation, or insolvency. In addition, the Company has the right to terminate this agreement in its entirety at will upon 90 days’ advance written notice to the Licensors. However, if the Company has commenced the commercialization of licensed products, the Company can only terminate at will if it ceases all development and commercialization of licensed products. As of September 30, 2020, no milestones had been met. On October 14, 2020, the Company provided notice of termination of the license agreement with National University of Singapore and St. Jude Children’s Research Hospital, Inc. The termination will be effective in 90 days on January 12, 2021.

Indemnification Agreements

In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and its executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not aware of any claims under indemnification arrangements will have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its condensed consolidated financial statements as of September 30, 2020 or its consolidated financial statements as of December 31, 2019.

Legal Proceedings

The Company is not currently party to any material legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to such legal proceedings.

Income Taxes

9 Months Ended

Sep. 30, 2020

Income Tax Disclosure [Abstract]

Income Taxes

11. Income Taxes

Since our inception, we have not recorded any current or deferred tax benefit for the net losses we have incurred in each year or for our earned research and development tax credits, as we believe, based upon the weight of available evidence, that it is more likely than not that all of our net operating loss carryforwards and tax credits will not be realized. Accordingly, a full valuation allowance has been established against the deferred tax assets as of December 31, 2019. We reevaluate the utilization of net operating loss carryforwards and tax credits at each reporting period. As of December 31, 2019, the Company had U.S. federal and state net operating loss carryforwards of $109.8 million and $110.8 million, respectively and the Company also had U.S. federal and state research and development tax credit carryforwards of $5.3 million and $1.6 million, respectively.

Utilization of the U.S. federal and state net operating loss carryforwards and research and development tax credit carryforwards may be subject to annual limitation under Section 382 of the Internal Revenue Code of 1986, and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future taxable income. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain stockholders or public groups in the stock of a corporation by more than 50% over a three-year period.

As a result of the shares issued in July 2020 related to the acquisition of Kiq and the sale of Series A convertible preferred stock, the Company has likely experienced a change of control, as defined by Section 382. If the Company has experienced a change of control, as defined by Section 382, at any time since inception, utilization of the federal and state net operating loss carryforwards or research and development tax credit carryforwards would be subject to annual limitation under Section 382. Under Section 382, the annual limitation is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate, and then could be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the net operating loss carryforwards or research and development tax credit carryforwards before utilization. The Company is completing a study to assess whether a change of control has occurred or whether there have been multiple changes of control since inception, as well as the resulting amount of the limitation on the Company's net operating loss carryforwards and research and development tax credit carryforwards.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Net Loss Per Share

9 Months Ended

Sep. 30, 2020

Earnings Per Share [Abstract]

Net Loss Per Share

12. Net Loss Per Share

Basic and diluted net loss per common share was calculated as follows (in thousands, except share and per share amounts):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
Numerator:
Net loss	$	(49,983	)	$	(11,923	)	$	(63,470	)	$	(34,130	)
Net loss attributable to common stockholders	$	(49,983	)	$	(11,923	)	$	(63,470	)	$	(34,130	)
Denominator:
Weighted average common shares outstanding, basic and diluted		9,850,530			7,665,281			8,392,741			7,604,688
Net loss per common share, basic and diluted	$	(5.07	)	$	(1.56	)	$	(7.56	)	$	(4.49	)

The Company’s potential dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be anti-dilutive and would result in a reduction to net loss per share. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated above because including them would have had an anti-dilutive effect:

	September 30,
	2020		2019
Stock options to purchase common stock		668,360		1,165,997
Series A Preferred Stock		40,831,250		—
		41,499,610		1,165,997

The conversion of the Series A Preferred Stock was approved by the Company’s stockholders at the special meeting on November 6, 2020, as further disclosed in Note 15 Subsequent Events.

Retirement Plan

9 Months Ended

Sep. 30, 2020

Compensation And Retirement Disclosure [Abstract]

Retirement Plan

13. Retirement Plan

The Company has a defined-contribution plan under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”). The 401(k) Plan covers all employees who meet defined minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. As currently established, the Company is not required to make and to date has not made any contributions to the 401(k) Plan. The Company did not make any matching contributions during the three and nine months ended September 30, 2020 and 2019.

- Definition

The entire disclosure for retirement benefits.

+ References

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+ Details

Restructuring

9 Months Ended

Sep. 30, 2020

Restructuring And Related Activities [Abstract]

Restructuring

14. Restructuring

On March 2, 2020, the Company announced the board of directors approved plans to reduce workforce and prioritize resources towards advancing the Company’s preclinical program. As a result, the Company reduced its headcount by approximately 60% during the three months ended March 31, 2020.

The Company recognized restructuring expenses consisting of one-time severance payments and other employee related costs of $0.9 million and $2.7 million during the three and nine months ended September 30, 2020. Cash payments for employee related restructuring charges of $2.6 million were paid as of September 30, 2020. The Company recorded these restructuring charges based on each employee’s role to the respective research and development and general and administrative operating expense categories of $1.7 million and $1.0 million, respectively, on its condensed consolidated statements of operations and comprehensive loss.

A summary of the charges related to the restructuring activities as of September 30, 2020 is as follows (in thousands):

	Balance at							Balance at
	December 31, 2019		Charges		Less: Payments			September 30, 2020
Severance, benefits and relates costs	$	—	$	2,676	$	(2,603	)	$	73
Total	$	—	$	2,676	$	(2,603	)	$	73

These amounts are included in accounts payable, accrued expenses and other current liabilities in the September 30, 2020 condensed consolidated balance sheet.

Subsequent Events

9 Months Ended

Sep. 30, 2020

Subsequent Events [Abstract]

Subsequent Events

15. Subsequent Events

Sales of common stock

Subsequent to September 30, 2020, the Company sold an additional 649,823 shares to LPC under the LPC Purchase Agreement for net proceeds of $7.2 million.

Conversion of Series A Preferred Stock and Reverse Stock Split

In August 2020, the Company’s board of directors unanimously approved an amendment to its certificate of incorporation, which would allow the board to effect a reverse stock split of all issued and outstanding shares of our common stock, at a ratio ranging from 1-for-4 to 1-for-8, inclusive, subject to stockholder approval. On October 9, 2020, the Company filed a Definitive Proxy Statement which included the proposal that our stockholders approve the amendment to its certificate of incorporation to effect the reverse stock split and a proposal that the stockholders approve the conversion of the shares of Series A Preferred Stock issued in the Kiq acquisition and the PIPE. The proposals were approved by the stockholders at a special meeting held on November 6, 2020 and the Company’s board of directors approved a ratio of 1-for-4 for the reverse stock split. The amendment to the Company’s certificate of incorporation to effect the reverse stock split at a ratio of 1-for-4 was filed with the Delaware Secretary of State on November 6, 2020. All disclosures of common shares, per common share and preferred stock conversion ratio data in the accompanying interim financial statements and related notes have been adjusted to reflect the reverse stock split, but not any conversion of Series A Preferred Stock.

Inducement Plan

On October 22, 2020, the board of directors adopted the Cogent Biosciences, Inc. 2020 Inducement Plan (the “Inducement Plan”). The board of directors also adopted a form of a form of non-qualified stock option agreement for use with the Inducement Plan. A total of 3,750,000 shares of common stock of Cogent have been reserved for issuance under the Inducement Plan, subject to adjustment for stock dividends, stock splits, or other changes in Cogent’s common stock or capital structure.

On November 5, 2020, the Company filed a Registration on Form S-8 related to the 3,750,000 shares of its common stock to be issued pursuant to the Inducement Plan.

Resignation of current Chief Executive Officer, President, Principal Executive Officer and Director

On October 26, 2020, the Company announced that, on October 22, 2020, Charles Wilson, Ph.D. resigned from his positions as Chief Executive Officer, President, and Principal Executive Officer of the Company, effective as of October 23, 2020, subject to a transition period from October 23, 2020 until October 30, 2020 (the “Separation Date”). Pursuant to the Separation Agreement, Dr. Wilson will be entitled to receive a payment related to severance and change of control of $1.3 million and other health benefits. Additionally, all equity awards held by Dr. Wilson will become vested and exercisable or non-forfeitable as of the Separation Date.

Appointment of new Chief Executive Officer, Principal Executive Officer, and Director

On October 23, 2020, the Board appointed Andrew Robbins as the Company’s Chief Executive Officer, President, and Principal Executive Officer, effective as of October 23, 2020 (the “Commencement Date”). Additionally, the Board appointed Mr. Robbins as a Class III director of the Company, effective as of October 23, 2020. Pursuant to the terms of his employment agreement, and as approved by the Board on October 23, 2020 (the “Grant Date”), Mr. Robbins was granted a non-qualified stock option “inducement award” to purchase 1,860,605 shares of the Company’s common stock pursuant to the terms of a stock option award agreement under the Inducement Plan as an inducement material to Mr. Robbins becoming an employee of the Company in accordance with Nasdaq Listing Rule 5635(c)(4).

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2020
Accounting Policies [Abstract]
Unaudited Interim Financial Information	Unaudited Interim Financial Information The consolidated balance sheet at December 31, 2019 was derived from audited financial statements but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements as of September 30, 2020 and for the three and nine months ended September 30, 2020 and 2019 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K on file with the SEC. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the Company’s financial position as of September 30, 2020 and results of operations for the three and nine months ended September 30, 2020 and 2019 and cash flows for the nine months ended September 30, 2020 and 2019 have been made. The Company’s results of operations for the three and nine months ended September 30, 2020 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2020.
Principles of Consolidation	Principles of Consolidation The accompanying condensed consolidated financial statements include those of the Company and its wholly-owned subsidiaries, Mono, Inc. and Utah Merger Sub 2 LLC. All intercompany balances and transactions have been eliminated.
Risks and Uncertainties - Impact of the COVID-19 Coronavirus	Risks and Uncertainties - Impact of the COVID-19 Coronavirus The Company is subject to risks and uncertainties as a result of the COVID-19 pandemic. The virus continues to spread globally, has been declared a pandemic by the World Health Organization and has spread to over 100 countries, including the United States. The impact of this pandemic has been and will likely continue to be extensive in many aspects of society, which has resulted in and will likely continue to result in significant disruptions to the global economy, as well as businesses and capital markets around the world. The spread of COVID-19 has caused the Company to modify its business practices, including implementing a work-from-home policy for all employees who are able to perform their duties remotely and restricting all nonessential travel, and it expects to continue to take actions as may be required or recommended by government authorities or as the Company determines are in the best interests of its employees, the patients it serves and other business partners in light of COVID-19. Potential impacts to the Company’s business include temporary closures of its facilities or those of its vendors, disruptions or restrictions on its employees’ ability to travel, disruptions to or delays in ongoing laboratory experiments and operations and the potential diversion of healthcare resources away from the conduct of clinical trials to focus on pandemic concerns, and its ability to raise capital. As of September 30, 2020, there have been no material impacts to the Company. As the impacts of COVID-19 continue to unfold, the Company will continually assess the impacts, as the extent to which the COVID-19 pandemic may materially impact the Company’s financial condition, liquidity or results of operations in the future is uncertain.
Convertible Preferred Stock	Convertible Preferred Stock The Company records shares of convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs. The Company has applied the guidance in ASC 480-10-S99-3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities, and has therefore classified the Series A Preferred Stock outside of shareholders’ equity (deficit) because, if conversion to common stock is not approved by the shareholders, the Series A Preferred Stock will be redeemable at the option of the holders for cash equal to the closing price of the common stock on last trading day prior to the holder’s redemption request.
Business Combinations	Business Combinations In determining whether an acquisition should be accounted for as a business combination or asset acquisition, the Company first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this is the case, the single identifiable asset or the group of similar assets is not deemed to be a business, and is instead deemed to be an asset. If this is not the case, the Company then further evaluates whether the single identifiable asset or group of similar identifiable assets and activities includes, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. If so, the Company concludes that the single identifiable asset or group of similar identifiable assets and activities is a business. The Company accounts for business combinations using the acquisition method of accounting. Application of this method of accounting requires that (i) identifiable assets acquired (including identifiable intangible assets) and liabilities assumed generally be measured and recognized at fair value as of the acquisition date and (ii) the excess of the purchase price over the net fair value of identifiable assets acquired and liabilities assumed be recognized as goodwill, which is not amortized for accounting purposes but is subject to testing for impairment at least annually. Acquired in-process research and development (“IPR&D”) is recognized at fair value and initially characterized as an indefinite-lived intangible asset, irrespective of whether the acquired IPR&D has an alternative future use. Transaction costs related to business combinations are expensed as incurred. Determining the fair value of assets acquired and liabilities assumed in a business combination requires management to use significant judgment and estimates, especially with respect to intangible assets. During the measurement period, which extends no later than one year from the acquisition date, the Company may record certain adjustments to the carrying value of the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the measurement period, all adjustments are recorded in the consolidated statements of operations as operating expenses or income. To date, the Company has not recorded any asset acquisitions as a business combination.
Asset Acquisitions	Asset Acquisitions The Company measures and recognizes asset acquisitions that are not deemed to be business combinations based on the cost to acquire the assets, which includes transaction costs. Goodwill is not recognized in asset acquisitions. In an asset acquisition, the cost allocated to acquire IPR&D with no alternative future use is charged to expense at the acquisition date.
Research Contract Costs and Accruals	Research Contract Costs and Accruals The Company has entered into various research and development contracts with companies both inside and outside of the United States. These agreements are generally cancelable, and related payments are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies or trials, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. During the three and nine months ended September 30, 2020, in the course of completing the ACTR clinical trials, the Company adjusted the estimates used to determine the clinical accruals based on the best available information at that date, resulting in reductions to the accrued expenses and the related research and development expense of $0.8 million.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates, assumptions, and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, revenue recognition, the accrual of research and development expenses, the valuation of the contingent value right (“CVR”) liability and the valuation of stock-based awards. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. The extent to which the COVID-19 pandemic may directly or indirectly impact its business, financial condition, and results of operations is highly uncertain and subject to change. The Company considered the potential impact of the COVID-19 pandemic on its estimates and assumptions and there is not a material impact to its condensed consolidated financial statements as of and for the three and nine months ended September 30, 2020; however, actual results could differ from those estimates and there may be changes to its estimates in future periods.
Recently Adopted and Issued Accounting Pronouncements Not Yet Adopted	Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires certain financial assets measured at amortized cost be presented at the net amount expected to be collected. The Company adopted ASU 2016-13 on January 1, 2020. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements. In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606. The main provisions of ASU 2018-18 include: (i) clarifying that certain transactions between collaborative arrangement participants should be accounted for as revenue when the collaborative arrangement participant is a customer in the context of a unit of account and (ii) precluding the presentation of transactions with collaborative arrangement participants that are not directly related to sales to third parties together with revenue. This guidance is effective for annual reporting periods beginning after December 15, 2019, including interim periods within those annual reporting periods, and early adoption is permitted. The guidance per ASU 2018-18 is to be adopted retrospectively to the date of initial application of Topic 606. The Company adopted ASU 2018-18 on January 1, 2020. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, (“ASU 2018-13”). The new standard removes certain disclosures, modifies certain disclosures and adds additional disclosures related to fair value measurement. The new standard became effective on January 1, 2020. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In December 2019, the FASB issued ASU 2019-12 Simplifying the Accounting for Income Taxes, which eliminates the need for an organization to analyze whether the following apply in a given period: (1) exception to the incremental approach for intra-period tax allocation; (2) exceptions to accounting for basis differences when there are ownership changes in foreign investments; and (3) exceptions in interim period income tax accounting for year-to-date losses that exceed anticipated losses. ASU No. 2019-12 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company does not expect that this standard will have a material effect on its condensed consolidated financial statements. In August 2020, the FASB issued ASU 2020-06 Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) related to the measurement and disclosure requirements for convertible instruments and contracts in an entity's own equity. The pronouncement simplifies and adds disclosure requirements for the accounting and measurement of convertible instruments and the settlement assessment for contracts in an entity's own equity. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2021 and early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact that this standard will have on its condensed consolidated financial statements.

Fair Value of Financial Assets and Liabilities (Tables)

9 Months Ended

Sep. 30, 2020

Fair Value Disclosures [Abstract]

Schedule of Assets Measured at Fair Value on Recurring Basis

The following tables present information about the Company’s assets that are measured at fair value on a recurring basis (in thousands):

	Fair Value Measurements at September 30, 2020 Using:
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	—	$	487	$	—	$	487
Total Assets	$	—	$	487	$	—	$	487
Liabilities:
CVR Liability	$	—	$	—	$	11,959	$	11,959
Total Liabilities	$	—	$	—	$	11,959	$	11,959

	Fair Value Measurements at December 31, 2019 Using:
	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	—	$	485	$	—	$	485
	$	—	$	485	$	—	$	485

Summary of Changes in the Fair Value of Company's CVR Liability

The following table sets forth a summary of the changes in the fair value of the Company’s CVR liability:

	For the nine months ended September 30, 2020
Beginning balance	$	—
Fair value at CVR issuance		11,450
Change in fair value		509
Ending balance	$	11,959

Accrued Expenses and Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2020

Payables And Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

	September 30, 2020		December 31, 2019
Accrued employee compensation and benefits	$	1,098	$	2,500
Accrued external research and development expense		2,310		2,987
Accrued external manufacturing costs		284		750
Other		1,843		894
	$	5,535	$	7,131

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2020

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Schedule of Stock Based Compensation Expense

The Company recorded stock-based compensation expense in the following expense categories of its condensed consolidated statements of operations and comprehensive loss (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Research and development expenses	$	1,876	$	505	$	2,579	$	1,692
General and administrative expenses		1,636		283		2,572		707
Total	$	3,512	$	788	$	5,151	$	2,399

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2020

Commitments And Contingencies Disclosure [Abstract]

Summary of Elements of Lease Expense Net of Sublease Income

The elements of the lease expense, net of sublease income, were as follows (in thousands):

	Nine Months Ended September 30,
Lease cost
Operating lease cost	$	1,366
Variable lease cost		693
Sublease Income		(239	)
Total lease cost	$	1,820

Other information
Cash paid for amounts included in the measurement of lease liabilities	$	2,137
Remaining lease term		2.58
Discount rate		9.50	%

Summary of Future Minimum Payments under Operating Lease

Future minimum lease payments under the operating lease as of September 30, 2020 are as follows (in thousands):

Year Ending December 31,
2020	$	594
2021		2,424
2022		2,497
2023		841
Total future minimum lease payments		6,356
Less: imputed interest		677
Total operating lease liability	$	5,679
Included in the consolidated balance sheet:
Current operating lease liability	$	1,988
Operating lease liability, net of current portion		3,691
Total operating lease liability	$	5,679

Net Loss per Share (Tables)

9 Months Ended

Sep. 30, 2020

Earnings Per Share [Abstract]

Schedule of Earnings Per Share Basic and Diluted

Basic and diluted net loss per common share was calculated as follows (in thousands, except share and per share amounts):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
Numerator:
Net loss	$	(49,983	)	$	(11,923	)	$	(63,470	)	$	(34,130	)
Net loss attributable to common stockholders	$	(49,983	)	$	(11,923	)	$	(63,470	)	$	(34,130	)
Denominator:
Weighted average common shares outstanding, basic and diluted		9,850,530			7,665,281			8,392,741			7,604,688
Net loss per common share, basic and diluted	$	(5.07	)	$	(1.56	)	$	(7.56	)	$	(4.49	)

Summary of Potential Dilutive Securities

	September 30,
	2020		2019
Stock options to purchase common stock		668,360		1,165,997
Series A Preferred Stock		40,831,250		—
		41,499,610		1,165,997

Restructuring (Tables)

9 Months Ended

Sep. 30, 2020

Restructuring And Related Activities [Abstract]

Summary of Charges Related to Restructuring Activities

A summary of the charges related to the restructuring activities as of September 30, 2020 is as follows (in thousands):

	Balance at							Balance at
	December 31, 2019		Charges		Less: Payments			September 30, 2020
Severance, benefits and relates costs	$	—	$	2,676	$	(2,603	)	$	73
Total	$	—	$	2,676	$	(2,603	)	$	73

Nature of the Business and Basis of Presentation - Additional Information (Detail) $ / shares in Units, $ in Thousands								1 Months Ended	3 Months Ended						9 Months Ended		12 Months Ended
	Nov. 06, 2020	Oct. 01, 2020 USD ($) shares	Sep. 22, 2020 shares	Jul. 09, 2020 USD ($) shares	Jul. 06, 2020 shares	Mar. 02, 2020 Employee	Apr. 01, 2019 USD ($)	Aug. 31, 2020	Sep. 30, 2020 USD ($) shares	Jun. 30, 2020 USD ($)	Mar. 31, 2020 USD ($) shares	Sep. 30, 2019 USD ($)	Jun. 30, 2019 USD ($)	Mar. 31, 2019 USD ($)	Sep. 30, 2020 USD ($) shares	Sep. 30, 2019 USD ($)	Dec. 31, 2019 USD ($) $ / shares shares	Mar. 19, 2020 shares
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Employee workforce, termination percentage						60.00%					60.00%
Number of employees expected to be terminated \| Employee						43
Common stock, Shares authorized									150,000,000						150,000,000		150,000,000
Common stock, Shares issued			42,390,225						10,677,285						10,677,285		7,665,763
Proceeds from issuance of common stock \| $															$ 10,670
Deficiency letter from listing qualifications department notifying period																	30 days
Minimum bid price of common stock \| $ / shares																	$ 1.00
Initial period to regain compliance with minimum bid price rule																	180 days
Net loss \| $									$ (49,983)	$ (7,393)	$ (6,094)	$ (11,923)	$ (10,516)	$ (11,691)	(63,470)	$ (34,130)
Accumulated deficit \| $									$ (187,362)						$ (187,362)		$ (123,892)
Common Stock [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Shares of common stock issued and sold											181,595
Reverse stock split description								1-for-4 to 1-for-8
Common Stock [Member] \| Subsequent Event [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Reverse stock split description	1-for-4
Reverse stock split ratio	0.25
Kiq LLC [Member] \| Common Stock [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Shares of common stock issued and sold			1,558,975		1,558,975
Kiq LLC [Member] \| Series A Preferred Stock [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Shares of common stock issued and sold					44,687
Gross proceeds from private placement \| $				$ 104,400
Net proceeds from private placement after deducting commissions and offering costs \| $				$ 98,900
Kiq LLC [Member] \| Series A Preferred Stock [Member] \| Private Placement [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Shares of common stock issued and sold				118,638
Cowen [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Shares of common stock issued and sold															0
Lincoln Park Capital Fund [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Common stock, Shares authorized																		25,000,000
Common stock, Shares issued									1,061,583						1,061,583			181,595
Proceeds from issuance of common stock \| $															$ 10,700
Lincoln Park Capital Fund [Member] \| Common Stock [Member] \| Subsequent Event [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Shares of common stock issued and sold		649,823
Proceeds from issuance of common stock \| $		$ 7,200
Maximum [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Proceeds from issuance of equity and debt financing \| $							$ 150,000
Maximum [Member] \| Common Stock [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Reverse stock split ratio								0.125
Maximum [Member] \| Cowen [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Stock offering cost \| $							$ 50,000
Minimum [Member] \| Common Stock [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Reverse stock split ratio								0.25

Summary of Significant Accounting Policies - Additional Information (Detail) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2020 USD ($)	Sep. 30, 2020 USD ($)
Summary of Significant Accounting Policies [Line Items]
Reduction to accrued expenses and related research and development expense	$ 0.8	$ 0.8
Accounting Standards Update 2016-13 [Member]
Summary of Significant Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted [true false]	true	true
Change in accounting principle, accounting standards update, adoption date	Jan. 01, 2020	Jan. 01, 2020
Change in accounting principle, accounting standards update, immaterial effect [true false]	true	true
Accounting Standards Update 2018-18 [Member]
Summary of Significant Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted [true false]	true	true
Change in accounting principle, accounting standards update, adoption date	Jan. 01, 2020	Jan. 01, 2020
Change in accounting principle, accounting standards update, immaterial effect [true false]	true	true
Accounting Standards Update 2018-13 [Member]
Summary of Significant Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted [true false]	true	true
Change in accounting principle, accounting standards update, adoption date	Jan. 01, 2020	Jan. 01, 2020
Change in accounting principle, accounting standards update, immaterial effect [true false]	true	true

- Definition

Indicates (true false) whether accounting standards update was adopted.

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+ Details

Fair Value of Financial Assets and Liabilities - Schedule of Assets Measured at Fair Value on Recurring Basis (Detail) - Recurring Basis [Member] - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Assets:
Total Assets	$ 487	$ 485
Liabilities:
CVR Liability	11,959
Total Liabilities	11,959
Level 2 [Member]
Assets:
Total Assets	487	485
Level 3 [Member]
Liabilities:
CVR Liability	11,959
Total Liabilities	11,959
Money Market Funds [Member]
Assets:
Cash Equivalents	487	485
Money Market Funds [Member] \| Level 2 [Member]
Assets:
Cash Equivalents	$ 487	$ 485

Fair Value of Financial Assets and Liabilities - Additional Information (Detail) - USD ($)	Jul. 06, 2020	Dec. 31, 2019
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Closing price of stock	$ 8.80
Financial liabilities outstanding, fair value		$ 0
CVR Liability [Member]
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
CVR liability, term	3 years

Fair Value of Financial Assets and Liabilities - Summary of Changes in the Fair Value of Company's CVR Liability (Detail) - CVR Liability [Member] $ in Thousands	9 Months Ended
	Sep. 30, 2020 USD ($)
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Fair value at CVR issuance	$ 11,450
Change in fair value	509
Ending balance	$ 11,959

Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Payables And Accruals [Abstract]
Accrued employee compensation and benefits	$ 1,098	$ 2,500
Accrued external research and development expense	2,310	2,987
Accrued external manufacturing costs	284	750
Other	1,843	894
Total	$ 5,535	$ 7,131

Collaboration Agreement - Additional Information (Detail) - USD ($)		3 Months Ended		9 Months Ended		55 Months Ended
	Jan. 16, 2020	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Revenue related to research and clinical development activities		$ 312,000	$ 1,020,000	$ 7,871,000	$ 7,211,000
Preclinical Research And Clinical Development [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Collaborative arrangement upfront payment recognized						$ 25,000,000
Seattle Genetics [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Collaborative arrangement consideration received upon termination agreement	$ 5,750,000
Collaborative arrangement common stock surrender	207,961
Collaborative arrangement fair value of common stock surrender	$ 800,000
Revenue related to research and clinical development activities		300,000	$ 1,000,000	7,900,000	$ 7,200,000
Deferred revenue		$ 0		$ 0

- Definition

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+ Details

Kiq, LLC Acquisition - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions			3 Months Ended
	Sep. 22, 2020	Jul. 06, 2020	Mar. 31, 2020
Common Stock [Member]
Business Acquisition [Line Items]
Shares issued			181,595
Kiq LLC [Member] \| IPR&D [Member]
Business Acquisition [Line Items]
Business acquisition, fair value		$ 46.9
Kiq LLC [Member] \| Series A Preferred Stock [Member]
Business Acquisition [Line Items]
Shares issued		44,687
Kiq LLC [Member] \| Common Stock [Member]
Business Acquisition [Line Items]
Shares issued	1,558,975	1,558,975
Business acquisition, share price		$ 3.52
Acquisition direct costs		$ 2.1

Sale of BOXR Assets - Additional Information (Detail) - BOXR Platform [Member] - Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] - SOTIO [Member] - USD ($)		9 Months Ended
	Aug. 28, 2020	Sep. 30, 2020
Disposal Group Not Discontinued Operation Disposal Disclosures [Line Items]
Disposal group, not discontinued operation, upfront payment	$ 8,100,000
Escrow deposit related to platform purchase agreement	$ 1,730,000
Escrow deposit placement period	90 days
Other Current Assets [Member]
Disposal Group Not Discontinued Operation Disposal Disclosures [Line Items]
Amounts to be released from escrow deposits		$ 1,730,000
Other Income [Member]
Disposal Group Not Discontinued Operation Disposal Disclosures [Line Items]
Disposal group, not discontinued operation, gain on disposal of assets		$ 7,400,000
Maximum [Member]
Disposal Group Not Discontinued Operation Disposal Disclosures [Line Items]
Disposal group, not discontinued operation, cash consideration	$ 11,500,000
Disposal group, not discontinued operation, potential milestone payments upon achievement of specified claims issuance	$ 3,400,000

Preferred Stock, Series A Non-Voting Convertible Preferred Stock and Common Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands					3 Months Ended	9 Months Ended
	Sep. 22, 2020	Jul. 09, 2020	Jul. 06, 2020	Apr. 01, 2019	Mar. 31, 2020	Sep. 30, 2020	Mar. 19, 2020	Dec. 31, 2019
Class Of Stock [Line Items]
Common stock, Shares authorized						150,000,000		150,000,000
Common stock, Par value						$ 0.001		$ 0.001
Preferred stock including temporary equity shares authorized						10,000,000
Preferred stock, par value						$ 0.001		$ 0.001
Preferred stock, shares authorized						9,000,000		9,000,000
Preferred stock, shares issued						0		0
Preferred stock, shares outstanding						0		0
Common stock, Shares issued	42,390,225					10,677,285		7,665,763
Proceeds from issuance of common stock						$ 10,670
Cowen [Member]
Class Of Stock [Line Items]
Shares issued						0
Lincoln Park Capital Fund [Member]
Class Of Stock [Line Items]
Common stock, Shares authorized							25,000,000
Common stock, Shares issued						1,061,583	181,595
Proceeds from issuance of common stock						$ 10,700
Common Stock [Member]
Class Of Stock [Line Items]
Shares issued					181,595
Common stock voting right						Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders.
Private Placement [Member]
Class Of Stock [Line Items]
Common stock issuable upon the conversion of preferred stock	29,659,500
Kiq LLC [Member]
Class Of Stock [Line Items]
Common stock issuable upon the conversion of preferred stock	11,171,750
Kiq LLC [Member] \| Common Stock [Member]
Class Of Stock [Line Items]
Shares issued	1,558,975		1,558,975
Maximum [Member]
Class Of Stock [Line Items]
Proceeds from issuance of equity and debt financing				$ 150,000
Maximum [Member] \| Cowen [Member]
Class Of Stock [Line Items]
Stock offering cost				$ 50,000
Series A Preferred Stock [Member]
Class Of Stock [Line Items]
Non-voting convertible preferred stock, shares authorized						1,000,000
Non-voting convertible preferred stock, par value						$ 0.001
Minimum percentage of originally issued shares remain issued and outstanding						40.00%
Convertible preferred stock, common stock issuable upon conversion						250
Preferred stock convertible beneficial conversion feature		$ 104,400
Closing stock price per share		$ 12.04
Conversion price per share		$ 3.52
Series A Preferred Stock [Member] \| Private Placement [Member]
Class Of Stock [Line Items]
Preferred stock shares issued upon conversion	118,638
Series A Preferred Stock [Member] \| Kiq LLC [Member]
Class Of Stock [Line Items]
Shares issued			44,687
Gross proceeds from private placement		$ 104,400
Net proceeds from private placement after deducting commissions and offering costs		$ 98,900
Preferred stock shares issued upon conversion	44,687
Series A Preferred Stock [Member] \| Kiq LLC [Member] \| Private Placement [Member]
Class Of Stock [Line Items]
Shares issued		118,638
Series A Preferred Stock [Member] \| Minimum [Member]
Class Of Stock [Line Items]
Beneficial ownership limitation percentage for conversion of common stock issued and outstanding						4.90%
Series A Preferred Stock [Member] \| Maximum [Member]
Class Of Stock [Line Items]
Beneficial ownership limitation percentage for conversion of common stock issued and outstanding						19.90%

Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions					3 Months Ended	9 Months Ended
	May 07, 2020	Jan. 01, 2020	Mar. 28, 2018	Mar. 27, 2018	Sep. 30, 2020	Sep. 30, 2020	Sep. 22, 2020	Apr. 08, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock share issued					10,677,285	10,677,285	42,390,225		7,665,763
Common stock, Par value					$ 0.001	$ 0.001			$ 0.001
Service Based Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option grants						1,235,082
Weighted average exercise price						$ 2.80
Weighted average grant date fair value						$ 1.96
Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of increases in authorized shares								542,418
Common stock, Par value								$ 0.001
Compensation cost related to incremental fair value of stock based awards						$ 0.2
Exercise price	$ 1.68
Unrecognized compensation cost					$ 0.5	$ 0.5
Unrecognized compensation expenses, recognition period						3 years 7 months 17 days
Stock Option [Member] \| Kiq LLC [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense due to accelerated vesting of stock options					$ 2.9	$ 2.9
2018 Stock Option and Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of increases in authorized shares				700,180
Percentage applied to the outstanding shares as annual increase in the number of shares authorized for issuance				4.00%
Increased in authorized shares reserved for issuance		306,625
Shares available for future issuance					983,251	983,251
2018 Employee Stock Purchase Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Increased in authorized shares reserved for issuance		76,657
Shares available for future issuance					216,050	216,050
Shares reserved for future issuance			78,500
Common stock share issued					22,545	22,545
2018 Employee Stock Purchase Plan [Member] \| Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of increases in authorized shares			125,000
Percentage of shares of common stock available for issuance			1.00%
Exchange Offer and 2018 Stock Option and Incentive Plan [Member] \| Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option grants	542,418

Stock-Based Compensation - Schedule of Stock Based Compensation Expense (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Share based compensation expense	$ 3,512	$ 788	$ 5,151	$ 2,399
Research and Development Expense [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Share based compensation expense	1,876	505	2,579	1,692
General and Administrative Expense [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Share based compensation expense	$ 1,636	$ 283	$ 2,572	$ 707

Commitments and Contingencies - Additional Information (Detail)		9 Months Ended
	Oct. 14, 2020	Sep. 30, 2020 USD ($)	Sep. 30, 2020 SGD ($)	Aug. 28, 2020 USD ($)	Dec. 31, 2019 USD ($)
Commitments And Contingencies Disclosure [Line Items]
Lease expiration date		Apr. 30, 2023
Lessee, operating lease, existence of option to extend		true
Operating Lease option to extend		The Company’s option to extend for an additional five-year term.
Right-of-use asset		$ 5,046,000		$ 900,000	$ 5,285,000
Operating lease liabilities		5,679,000		$ 900,000
Plexxikon License Agreement [Member]
Commitments And Contingencies Disclosure [Line Items]
Upfront payment		$ 1,000,000
License agreement expiration terms		The license agreement will expire on a country-by-country and licensed product-by-licensed product basis until the later of the last to expire of the patents covering such licensed products or services or the 10-year anniversary of the date of first commercial sale of the licensed product in such country. The Licensors may terminate the license agreement within 30 days after written notice in the event of a breach of contract. The Licensors may also terminate the agreement upon written notice in the event of the Company’s bankruptcy, liquidation, or insolvency. In addition, the Company has the right to terminate this agreement in its entirety at will upon 90 days’ advance written notice to Plexxikon.
License Agreement [Member]
Commitments And Contingencies Disclosure [Line Items]
License agreement expiration terms		The license agreement will expire on a country-by-country basis until the last to expire of the patents and patent applications covering such licensed product or service. The Licensors may terminate the license agreement within 60 days after written notice in the event of a breach of contract. The Licensors may also terminate the agreement upon written notice in the event of the Company’s bankruptcy, liquidation, or insolvency. In addition, the Company has the right to terminate this agreement in its entirety at will upon 90 days’ advance written notice to the Licensors. However, if the Company has commenced the commercialization of licensed products, the Company can only terminate at will if it ceases all development and commercialization of licensed products.
License Agreement [Member] \| Eighth Year Anniversary and Thereafter [Member]
Commitments And Contingencies Disclosure [Line Items]
License maintenance fees		$ 100,000
License Agreement With National University of Singapore and St. Jude Children’s Research Hospital, Inc [Member] \| Subsequent Event [Member]
Commitments And Contingencies Disclosure [Line Items]
License agreement termination date	Jan. 12, 2021
Maximum [Member] \| Plexxikon License Agreement [Member]
Commitments And Contingencies Disclosure [Line Items]
Aggregate payments received upon satisfaction of clinical milestones		7,500,000
Aggregate payments received		25,000,000
Maximum [Member] \| License Agreement [Member]
Commitments And Contingencies Disclosure [Line Items]
Contingent contractual obligation		4,000,000	$ 5,500,000
Maximum [Member] \| License Agreement [Member] \| First Seven Year Anniversary [Member]
Commitments And Contingencies Disclosure [Line Items]
License maintenance fees		100,000
Non-current restricted cash [Member] \| Letter of Credit [Member] \| Collateral [Member]
Commitments And Contingencies Disclosure [Line Items]
Lease deposit		$ 1,300,000
SOTIO [Member]
Commitments And Contingencies Disclosure [Line Items]
Percentage of sublease facility		70.00%
SOTIO [Member] \| Non-current restricted cash [Member] \| Letter of Credit [Member] \| Collateral [Member]
Commitments And Contingencies Disclosure [Line Items]
Lease deposit		$ 1,300,000

Commitments and Contingencies - Summary of Elements of Lease Expense Net of Sublease Income (Detail) $ in Thousands	9 Months Ended
	Sep. 30, 2020 USD ($)
Lease cost
Operating lease cost	$ 1,366
Variable lease cost	693
Sublease Income	(239)
Total lease cost	1,820
Other information
Cash paid for amounts included in the measurement of lease liabilities	$ 2,137
Remaining lease term	2 years 6 months 29 days
Discount rate	9.50%

Commitments and Contingencies - Summary of Future Minimum Payments under Operating Lease (Detail) - USD ($) $ in Thousands	Sep. 30, 2020	Aug. 28, 2020	Dec. 31, 2019
Leases [Abstract]
2020	$ 594
2021	2,424
2022	2,497
2023	841
Total future minimum lease payments	6,356
Less: imputed interest	677
Operating lease liabilities	5,679	$ 900
Operating lease liability	1,988		$ 1,619
Operating lease liability, net of current portion	3,691		$ 4,413
Total operating lease liability	$ 5,679	$ 900

Income Taxes - Additional Information (Detail) - USD ($)	79 Months Ended
	Sep. 30, 2020	Dec. 31, 2019
Income Tax Disclosure [Line Items]
Current income tax benefits	$ 0
Deferred income tax benefits	$ 0
U.S. Federal [Member]
Income Tax Disclosure [Line Items]
Net operating losses carryforwards		$ 109,800,000
Research and development tax credits carryforwards		5,300,000
State [Member]
Income Tax Disclosure [Line Items]
Net operating losses carryforwards		110,800,000
Research and development tax credits carryforwards		$ 1,600,000

Net Loss Per Share - Schedule of Earnings Per Share Basic and Diluted (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2020	Sep. 30, 2019
Earnings Per Share [Abstract]
Net loss	$ (49,983)	$ (7,393)	$ (6,094)	$ (11,923)	$ (10,516)	$ (11,691)	$ (63,470)	$ (34,130)
Net loss attributable to common stockholders	$ (49,983)			$ (11,923)			$ (63,470)	$ (34,130)
Weighted average common shares outstanding, basic and diluted	9,850,530			7,665,281			8,392,741	7,604,688
Net loss per common share, basic and diluted	$ (5.07)			$ (1.56)			$ (7.56)	$ (4.49)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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+ Details

Net Loss Per Share - Summary of Potential Dilutive Securities (Detail) - shares	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive securities excluded from computation of diluted net loss per common share	41,499,610	1,165,997
Stock Options to Purchase Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive securities excluded from computation of diluted net loss per common share	668,360	1,165,997
Series A Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive securities excluded from computation of diluted net loss per common share	40,831,250

Retirement Plan - Additional Information (Detail) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Compensation And Retirement Disclosure [Abstract]
Defined contribution plan, matching amount	$ 0	$ 0	$ 0	$ 0

Restructuring - Additional Information (Detail) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
	Mar. 02, 2020	Sep. 30, 2020	Mar. 31, 2020	Sep. 30, 2020
Restructuring Cost And Reserve [Line Items]
Employee workforce, termination percentage	60.00%		60.00%
Severance and employee termination related costs		$ 900		$ 2,700
Cash payments for employee related restructuring charges				2,603
Research and Development Expense [Member]
Restructuring Cost And Reserve [Line Items]
Severance and employee termination related costs				1,700
General and Administrative Expense [Member]
Restructuring Cost And Reserve [Line Items]
Severance and employee termination related costs				$ 1,000

Restructuring - Summary of Charges Related to Restructuring Activities (Detail) $ in Thousands	9 Months Ended
	Sep. 30, 2020 USD ($)
Restructuring Cost And Reserve [Line Items]
Charges	$ 2,676
Less: Payments	(2,603)
Restructuring, ending balance	73
Severance Benefits and Related Costs [Member]
Restructuring Cost And Reserve [Line Items]
Charges	2,676
Less: Payments	(2,603)
Restructuring, ending balance	$ 73

Subsequent Events - Additional Information (Detail) $ in Thousands						1 Months Ended	3 Months Ended		9 Months Ended
	Nov. 06, 2020	Nov. 05, 2020 shares	Oct. 30, 2020 USD ($)	Oct. 23, 2020 shares	Oct. 01, 2020 USD ($) shares	Aug. 31, 2020	Sep. 30, 2020 USD ($)	Mar. 31, 2020 shares	Sep. 30, 2020 USD ($)	Oct. 22, 2020 shares
Subsequent Event [Line Items]
Proceeds from issuance of common stock \| $									$ 10,670
Severance and employee termination related costs \| $							$ 900		2,700
Subsequent Event [Member] \| Charles Wilson, Ph.D [Member] \| Employee Severance [Member]
Subsequent Event [Line Items]
Severance and employee termination related costs \| $			$ 1,300
Subsequent Event [Member] \| 2020 Inducement Plan [Member]
Subsequent Event [Line Items]
Issuance of common stock, net of issuance costs \| shares		3,750,000
Shares reserved for future issuance \| shares										3,750,000
Subsequent Event [Member] \| 2020 Inducement Plan [Member] \| Andrew Robbins [Member]
Subsequent Event [Line Items]
Non-qualified stock option granted \| shares				1,860,605
Common Stock [Member]
Subsequent Event [Line Items]
Issuance of common stock, net of issuance costs \| shares								181,595
Reverse stock split description						1-for-4 to 1-for-8
Common Stock [Member] \| Minimum [Member]
Subsequent Event [Line Items]
Reverse stock split ratio						0.25
Common Stock [Member] \| Maximum [Member]
Subsequent Event [Line Items]
Reverse stock split ratio						0.125
Common Stock [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Reverse stock split description	1-for-4
Reverse stock split ratio	0.25
Lincoln Park Capital Fund [Member]
Subsequent Event [Line Items]
Proceeds from issuance of common stock \| $									$ 10,700
Lincoln Park Capital Fund [Member] \| Common Stock [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Issuance of common stock, net of issuance costs \| shares					649,823
Proceeds from issuance of common stock \| $					$ 7,200