0001193125-20-271775 | S-1 | XBRL Viewer | Compass Therapeutics INC

Print Document View Excel Document

Cover	6 Months Ended
Cover	Jun. 30, 2020
Cover [Abstract]
Document Type	S-1
Amendment Flag	false
Entity Registrant Name	COMPASS THERAPEUTICS, INC.
Entity Central Index Key	0001738021
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false

Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents	$ 65,371	$ 25,303	$ 57,511
Prepaid expenses and other current assets	1,917	935	1,370
Total current assets	67,288	26,238	58,881
Property and equipment, net	2,829	3,751	5,367
Restricted cash	263	263	262
Other assets	69	129	115
Total assets	70,449	30,381	64,625
Current liabilities:
Current portion of long-term debt	7,454	5,576	3,688
Accounts payable	1,581	629	1,730
Accrued expenses	2,574	3,122	2,657
Derivative liability related to loan		494	390
Total current liabilities	11,609	9,821	8,465
Long-term debt, including accretion, net of current portion	5,590	9,293	11,064
Total liabilities	17,199	19,114	19,529
Commitments and contingencies
Convertible preferred stock - 0 and 207,164,404 authorized, issued, and outstanding as of June 30, 2020 and December 31, 2019, respectively		129,870	129,870
Stockholders' equity (deficit):
Preferred stock, $0.0001 par value: 10,000,000 and 0 shares authorized; no shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively
Common stock	5	1
Additional paid-in-capital	187,112	3,304
Accumulated deficit	(133,867)	(121,908)	(87,164)
Total stockholders' equity (deficit)	53,250	(118,603)	(84,774)
Total liabilities and stockholders' equity (deficit)	$ 70,449	30,381	64,625
Class A Common Units
Stockholders' equity (deficit):
Common stock		2,585	1,670
Class C Common Units
Stockholders' equity (deficit):
Common stock		$ 720	$ 720

Consolidated Balance Sheets (Parenthetical) - USD ($)	Jun. 30, 2020	Dec. 31, 2019	Dec. 31, 2018
Convertible preferred stock, shares authorized	0	207,164,404	207,164,404
Convertible preferred stock, shares issued	0	207,164,404	207,164,404
Convertible preferred stock, shares outstanding	0	207,164,404	207,164,404
Preferred stock, par value	$ 0.0001	$ 0.0001
Convertible preferred stock, aggregate liquidation preference		$ 132,039,394	$ 132,039,394
Preferred stock, shares authorized	10,000,000	0
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	52,151,798	9,073,002
Common stock, shares outstanding	50,896,833	7,034,047
Class A Common Units
Common stock, shares authorized		305,346,089	305,346,089
Common stock, shares issued		66,578,491	66,578,491
Common stock, shares outstanding		66,578,491	66,578,491
Class C Common Units
Common stock, shares authorized		4,509,750	4,509,750
Common stock, shares issued		4,509,750	4,509,750
Common stock, shares outstanding		4,509,750	4,509,750

Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Operating expenses:
Research and development	$ 2,985	$ 5,389	$ 6,556	$ 12,632	$ 22,449	$ 27,095
General and administrative	2,085	3,284	4,345	6,635	11,603	11,217
Total operating expenses	5,070	8,673	10,901	19,267	34,052	38,312
Loss from operations	(5,070)	(8,673)	(10,901)	(19,267)	(34,052)	(38,312)
Other income (expense):
Interest income	7	237	48	471	743	663
Interest expense	(242)	(314)	(518)	(632)	(1,228)	(767)
Change in fair value of call right liability						313
Change in fair value of derivative liability	(236)	(32)	(556)	(89)	(104)	(67)
Realized foreign exchange loss		(1)		(8)	(12)	(13)
Total other expense	(471)	(110)	(1,026)	(258)	(601)	129
Loss before income tax expense	(5,541)	(8,783)	(11,927)	(19,525)	(34,653)	(38,183)
Income tax expense	(16)	(26)	(32)	(55)	(91)	(103)
Net loss	$ (5,557)	$ (8,809)	$ (11,959)	$ (19,580)	$ (34,744)	$ (38,286)
Net loss per share - basic and diluted	$ (0.41)	$ (1.33)	$ (1.16)	$ (3.00)
Basic and diluted weighted average shares outstanding	13,602,793	6,615,140	10,334,589	6,525,611

Consolidated Statements of Preferred Units and Members Deficit - USD ($) $ in Thousands	3 Months Ended				6 Months Ended		12 Months Ended
	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Balance	$ (124,758)	$ (118,603)	$ (95,290)	$ (84,774)	$ (118,603)	$ (84,774)	$ (84,774)	$ (47,864)
Conversion of Compass Therapeutics LLC preferred shares into common shares upon consummation of the reverse merger	129,870
Common shares issued in private placement, net of issuance costs of $6,902	53,581							720
Payment to non-participating Compass Therapeutics LLC members upon consummation of Merger	(69)
Issuance of profit interests and related unit compensation expense							915	656
Share-based compensation expense	183	247	185	255
Forteiture of common units							0	0
Net loss	(5,557)	(6,402)	(8,809)	(10,771)	(11,959)	(19,580)	(34,744)	(38,286)
Balance	53,250	(124,758)	(103,914)	(95,290)	53,250	(103,914)	(118,603)	(84,774)
Temporary equity, Beginning Balance		$ 129,870		$ 129,870	$ 129,870	$ 129,870	$ 129,870
Temporary equity, Beginning Balance, Shares		207,164,404		207,164,404	207,164,404	207,164,404	207,164,404
Additional issuance costs in connection with the prior issuance of Series A4B preferred units	$ (6,902)
Temporary equity, Ending Balance							$ 129,870	$ 129,870
Temporary equity, Ending Balance, Shares	0				0		207,164,404	207,164,404
Common Stock
Balance	$ 1	$ 1	$ 1	$ 1	$ 1	$ 1	$ 1
Common shares issued to former shareholders of Olivia Ventures Inc.	1,000,000,000
Balance (in shares)	7,122,127	7,034,047	6,578,449	6,355,377	7,034,047	6,355,377	6,355,377
Conversion of Compass Therapeutics LLC preferred shares into common shares upon consummation of the reverse merger	$ 3
Conversion of Compass Therapeutics LLC preferred shares into common shares upon consummation of the reverse merger, Shares	30,629,606
Common shares issued in private placement, net of issuance costs of $6,902	$ 1
Common shares issued in private placement, net of issuance costs of $6,902, Shares	12,096,442
Payment to non-participating Compass Therapeutics LLC members upon consummation of Merger, Shares	(13,641)
Vesting of share-based awards	62,298	88,080	105,127	223,072
Balance	$ 5	$ 1	$ 1	$ 1	$ 5	$ 1	$ 1	$ 1
Balance (in shares)	50,896,833	7,122,127	6,683,576	6,578,449	50,896,833	6,683,576	7,034,047	6,355,377
Additional Paid-in Capital [Member]
Balance	$ 3,551	$ 3,304	$ 2,644	$ 2,389	$ 3,304	$ 2,389	$ 2,389
Conversion of Compass Therapeutics LLC preferred shares into common shares upon consummation of the reverse merger	129,867
Common shares issued in private placement, net of issuance costs of $6,902	53,580
Payment to non-participating Compass Therapeutics LLC members upon consummation of Merger	(69)
Share-based compensation expense	183	247	185	255
Balance	187,112	3,551	2,829	2,644	187,112	2,829	3,304	$ 2,389
Retained Earnings [Member]
Balance	(128,310)	(121,908)	(97,935)	(87,164)	(121,908)	(87,164)	(87,164)	(48,878)
Forteiture of common units							0	0
Net loss	(5,557)	(6,402)	(8,809)	(10,771)			(34,744)	(38,286)
Balance	(133,867)	(128,310)	(106,744)	(97,935)	(133,867)	(106,744)	(121,908)	(87,164)
Convertible Preferred Stock
Temporary equity, Conversion of Compass Therapeutics LLC preferred shares into common shares upon consummation of the reverse merger	$ (129,870)
Temporary equity, Conversion of Compass Therapeutics LLC preferred shares into common shares upon consummation of the reverse merger, Shares	(207,164,404)
Temporary equity, Beginning Balance	$ 129,870	$ 129,870	$ 129,870	$ 129,870	$ 129,870	$ 129,870	$ 129,870
Temporary equity, Beginning Balance, Shares	207,164,404	207,164,404	207,164,404	207,164,404	207,164,404	207,164,404	207,164,404
Temporary equity, Ending Balance	$ 0	$ 129,870	$ 129,870	$ 129,870	$ 0	$ 129,870	$ 129,870	$ 129,870
Temporary equity, Ending Balance, Shares	0	207,164,404	207,164,404	207,164,404	0	207,164,404	207,164,404	207,164,404
Convertible Preferred Stock Series A One Two Three Four Fourb and Five[Member]
Temporary equity, Beginning Balance		$ 129,870		$ 129,870	$ 129,870	$ 129,870	$ 129,870	$ 81,513
Temporary equity, Beginning Balance, Shares		207,164,404		207,164,404	207,164,404	207,164,404	207,164,404	162,424,715
Additional issuance costs in connection with the prior issuance of Series A4B preferred units								$ (7)
Issuance of Series A-5preferred units,Value								$ 49,084
Issuance of Series A-5 preferred units, Shares								44,739,689
Issuance of Class C common units associated with Series A-5 preferred units								$ (720)
Issuance of Class C common units associated with Series A-5 preferred units, Shares								0
Temporary equity, Ending Balance							$ 129,870	$ 129,870
Temporary equity, Ending Balance, Shares							207,164,404	207,164,404
Class A Common Units \| Common Stock
Balance		$ 2,585		$ 1,670	$ 2,585	$ 1,670	$ 1,670	$ 181
Balance (in shares)		75,632,932		66,578,491	75,632,932	66,578,491	66,578,491	5,078,488
Redesignation of Class B common units								$ 833
Redesignation of Class B common units, Shares								46,542,838
Issuance of profit interests and related unit compensation expense							$ 915	$ 656
Issuance of profit interests and related unit compensation expense, Shares							19,643,100	16,143,382
Forteiture of common units							$ 0	$ 0
Forteiture of common units							(10,588,659)	(1,186,217)
Balance							$ 2,585	$ 1,670
Balance (in shares)							75,632,932	66,578,491
Common Class B [Member] \| Common Stock
Balance								$ 833
Balance (in shares)								46,542,838
Redesignation of Class B common units								$ (833)
Redesignation of Class B common units, Shares								(46,542,838)
Forteiture of common units							$ 0	$ 0
Class C Common Units \| Common Stock
Balance		$ 720		$ 720	$ 720	$ 720	$ 720
Balance (in shares)		4,509,750		4,509,750	4,509,750	4,509,750	4,509,750
Common shares issued in private placement, net of issuance costs of $6,902								$ 720
Common shares issued in private placement, net of issuance costs of $6,902, Shares								4,509,750
Forteiture of common units							$ 0	$ 0
Balance							$ 720	$ 720
Balance (in shares)							4,509,750	4,509,750

Consolidated Statements of Preferred Units and Members Deficit (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($)
Convertible Preferred Stock Series A One Two Three Four Fourb and Five[Member]
Issuanace cost	$ 129,241
Stock issuance costs	$ 7

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Cash flows from operating activities:
Net loss	$ (11,959)	$ (19,580)	$ (34,744)	$ (38,286)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	900	1,060	2,120	1,921
Loss on disposal of equipment	8		5	(15)
Non-cash interest expense	50	62	116	121
Share-based compensation	430	440	915	656
Change in fair value of derivative liability	556	89	104	67
Change in fair value of call right liability				(313)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(982)	(328)	435	112
Other long term assets	32	(82)	(56)	69
Accounts payable	952	(1,280)	(1,101)	992
Accrued expenses	(1,998)	173	509	999
Deferred rent			(44)	(2)
Settlement of derivative liability	(1,050)
Net cash provided by (used in) operating activities	(13,061)	(19,446)	(31,741)	(33,679)
Cash flows from investing activities:
Purchases of property and equipment	(16)	(254)	(466)	(2,020)
Proceeds from sale of fixed assets	55
Net cash provided by (used in) investing activities	39	(254)	(466)	(2,020)
Cash flows from financing activities:
Additional issuance costs from prior issuance of Series A4B preferred units				(7)
Proceeds from issuance of common units	60,482
Proceeds from issuance of Series A-5 preferred units				49,213
Issuance costs from issuance of common units	(5,517)
Issuance costs from Series A-5 preferred units				(129)
Repayment of borrowings under loan	(1,875)
Proceeds from borrowings under loan				15,000
Fees related to borrowings under loan				(46)
Net cash provided by financing activities	53,090			64,031
Net change in cash, cash equivalents and restricted cash	40,068	(19,700)	(32,207)	28,332
Cash, cash equivalents and restricted cash at beginning of period	25,566	57,773	57,773	29,441
Cash, cash equivalents and restricted cash at end of period	65,634	38,073	25,566	57,773
Supplemental disclosure of cash flow information
Cash paid for interest	486	$ 567	1,115	556
Supplemental disclosure of financing activities
Acquisition of equipment included in accrued expenses			$ 3	105
Unpaid offering costs included in accrued expenses	(1,384)
Issuance of Class C common units associated with Series A-5 preferred units	60,482
Payment to non-participating Compass LLC investors within accrued expenses	$ (69)
Class C Common Units
Cash flows from financing activities:
Proceeds from issuance of common units				720
Supplemental disclosure of financing activities
Issuance of Class C common units associated with Series A-5 preferred units				$ 720

Nature of Business and Basis of Presentation	6 Months Ended	12 Months Ended
Nature of Business and Basis of Presentation	Jun. 30, 2020	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Business and Basis of Presentation	1. Nature of Business and Basis of Presentation Compass Therapeutics, Inc. (“Compass” or the “Company”) is a clinical-stage biopharmaceutical company developing proprietary antibody therapeutics intended to engage the immune system to treat both solid tumors and hematological malignancies. The Company immuno-oncology product candidates include a clinical-stage monoclonal antibody and a portfolio of bispecific antibodies. The Company was incorporated as Olivia Ventures, Inc. (“Olivia”) in the State of Delaware on March 20, 2018. Prior to the Merger (as defined below), Olivia was a “shell company” (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended). On June 17, 2020, the Company’s Board of Directors and the Company’s pre-Merger (defined below) stockholders, approved an amended and restated certificate of incorporation, which, among other things, increased authorized capital stock from 50,000,000 shares of common stock par value $0.0001 and 5,000,000 shares of preferred stock, par value $0.0001 per share, to 300,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share. On June 17, 2020, the Company completed a merger (the “Merger”) of a wholly-owned subsidiary Compass Therapeutics LLC (“Compass LLC”) pursuant to an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), by and among the Company, Olivia Ventures, Inc., Acquisition Sub, Compass Therapeutics, Blockers, Blockers Merger Subs and Blocker Holders and, as a result of, Compass LLC became a wholly-owned subsidiary of the Company. At the effective time of the Merger and the applicable effective time of each Blocker Merger, collectively, the Effective Time, an aggregate of 31,627,139 shares of its common stock were issued to holders of common membership interests of Compass LLC (including common membership interests issued upon the conversion of preferred membership interests) and 7,428,217 shares of its common stock were issued to the holders of equity interests of the Blockers. The issuances of shares of the Company’s common stock to the security holders of Compass LLC and the Blockers are collectively referred to as the Share Conversion. In addition, 2,930,836 shares of the Company’s common stock were reserved for issuance under its 2020 Stock Option and Incentive Plan. Immediately prior to the Effective Time, an aggregate of 4,000,000 of the 5,000,000 shares of the Company’s common stock held by pre-Merger stockholders of Olivia Ventures, Inc. were forfeited and surrendered for cancellation, or the Stock Forfeiture. No fractional shares of the Company’s common stock were issued in connection with the Merger, and holders of Compass LLC Units received cash in lieu thereof. On June 19, 2020, the Company sold 12,096,442 shares of its common stock pursuant to the initial closing of a private placement offering for up to 14,000,000 shares of its common stock at a purchase price of $5.00 per share, or the Offering Price. The aggregate gross proceeds from the initial closing of the Offering were approximately $60.5 million (before deducting placement agent fees and total expenses in connection with the initial closing of the Offering, which are estimated at approximately $6.9 million). The Merger and the Blocker Mergers were treated as a recapitalization and reverse acquisition for financial reporting purposes. Compass Therapeutics is considered the acquirer for accounting purposes, and the Company’s historical financial statements before the Merger will be replaced with the historical financial statements of Compass Therapeutics before the Merger in future filings with the SEC. As a result, the vested and outstanding common units held by Compass LLC members have been presented as outstanding shares of the Company’s common stock for all periods presented. All outstanding preferred units of Compass LLC are presented as convertible preferred stock for all presented and until such units were converted into shares of the Company’s common stock at the time of the Merger. The Company is subject to risks and uncertainties common to companies in the biotechnology and pharmaceutical industries. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s technology will be obtained, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. The Company operates in an environment of rapid change in technology and substantial competition from pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees and consultants.	1. Nature of Business Compass Therapeutics LLC, a limited liability company, was formed under the laws of the State of Delaware in January 2014. Compass Therapeutics LLC has a wholly owned subsidiary, Compass Therapeutics Advisors Inc., formed in February 2015. Compass Therapeutics LLC and its wholly-owned subsidiary (the “Company”) are headquartered in Massachusetts. The Company is a fully integrated drug discovery and development company focused on comprehensively drugging the immune system with combinations of human monoclonal antibodies, multiclonals and engineered protein constructs. The Company is subject to risks and uncertainties common to companies in the biotechnology and pharmaceutical industries. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s technology will be obtained, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. The Company operates in an environment of rapid change in technology and substantial competition from pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees and consultants.

Liquidity, Uncertainties and Going Concern	6 Months Ended	12 Months Ended
Liquidity, Uncertainties and Going Concern	Jun. 30, 2020	Dec. 31, 2019
Liquidity Uncertainties And Going Concern [Abstract]
Liquidity, Uncertainties and Going Concern	2. Liquidity, Uncertainties and Going Concern The Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued. Since its inception, the Company has funded its operations primarily with proceeds from the sale of its equity securities and borrowings under loan agreements. The Company has incurred recurring losses since its inception and had an accumulated deficit of $133.9 million at June 30, 2020. The Company expects to continue to generate operating losses for the foreseeable future. The Company expects that its cash and cash equivalents will be sufficient to fund its operating expenses and capital expenditure requirements through the fourth quarter of 2021. The future viability of the Company beyond that point is dependent on its ability to raise additional capital to finance its operations. In December 2019, a novel strain of coronavirus (“COVID-19”) was reported to have surfaced in Wuhan, China. As of May 2020, COVID-19 has spread to Europe, the United States and many other countries, and has been declared a pandemic by the World Health Organization. In an effort to contain the spread of COVID-19, the United States, Europe and Asia have implemented severe travel restrictions, social distancing requirements, stay-at-home or shelter-in-place orders and have delayed the commencement of non-COVID-19-related clinical trials, among other restrictions. As a result, the COVID-19 pandemic has presented a substantial public health and economic challenge around the world and is affecting the Company’s employees, communities and business operations, as well as contributing to significant volatility and negative pressure on the U.S. economy and in financial markets. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition will depend on future developments that are highly uncertain and cannot be accurately predicted, including new information that may emerge concerning COVID-19, the actions taken to contain it or mitigate its impact, and the economic impact on local, regional, national and international markets. The Company has been carefully monitoring the COVID-19 pandemic and its potential impact on its business, and has taken important steps to help ensure the safety of employees and their families and to reduce the spread of COVID-19 community-wide. A State of Emergency was declared in Massachusetts on March 10, 2020 and all non-essential businesses were ordered to close on March 23, 2020. Since biopharmaceutical companies are essential businesses, the Company was able to remain open and continue to pursue its operations, including the ongoing research and development activities. In mid-March 2020, the Company has established a work-from-home policy for all employees since, while ensuring essential staffing levels in the Company’s operations remain in place, including maintaining key personnel in its laboratory facilities and vivarium. Consistent with Federal and Massachusetts laws and regulations, and upon the reopening of businesses announced on May 18, 2020, the Company has gradually resumed its ordinary business and enabled its employees to return to back to work in its offices and labs, while maintaining flexibility with employees who have special situations or needs. The Company has implemented stringent safety measures designed to comply with applicable federal, state and local guidelines instituted in response to the COVID-19 pandemic. To date, the Company has been able to continue to pursue its Phase 1 clinical trial without delays or major difficulties However, the Company is continuing to assess the potential impact of the COVID-19 pandemic to current and future business and operations, including expenses and clinical trials as well as the Company’s industry and the healthcare system.	2. Liquidity, Uncertainties and Going Concern In accordance with Accounting Standards Update (“ASU”) No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. Since its inception, the Company has funded its operations primarily with proceeds from the sale of preferred units and borrowings under loan agreements. The Company has incurred recurring losses since its inception, including net losses of $34.7 million and $38.3 million for the years ended December 31, 2019 and 2018, respectively. In addition, as of December 31, 2019, the Company had an accumulated deficit of $121.9 million. The Company expects to continue to generate operating losses for the foreseeable future. As of the issuance date of the annual consolidated financial statements for the year ended December 31, 2019, the Company expected that its cash and cash equivalents after taking into consideration private offering that was completed in June 2020 (See Note 16) would be sufficient to fund its operating expenses and capital expenditure requirements into Q4 2021. The future viability of the Company beyond that point is dependent on its ability to raise additional capital to finance its operations.

Summary of Significant Accounting Policies

6 Months Ended

12 Months Ended

Jun. 30, 2020

Dec. 31, 2019

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

3. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements are presented in U.S. dollars and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).

In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the financial statements) considered necessary to present fairly the Company’s financial position as of June 30, 2020 and its results of operations and changes in stockholders’ equity (deficit) for the three and six months ended June 30, 2020 and 2019 and cash flows for the six months ended June 30, 2020 and 2019. Operating results for the six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020.

The condensed consolidated balance sheet at December 31, 2019 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of Compass Therapeutics LLC and related footnotes for the year ended December 31, 2019, included as Exhibit 99.1 in the Company’s Form 8-K filed with the SEC on June 23, 2020.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of Compass Therapeutics, Inc., and its wholly-owned subsidiaries Compass Therapeutics LLC and Compass Therapeutics Advisors Inc. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, the accrual of research and development expenses, the valuation of the embedded derivative, the valuation of common stock and estimates associated with stock-based awards. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Actual results could differ from those estimates. Changes in estimates are recorded in the period that they become known.

Segment Information

Operating segments are defined as components of an enterprise for which separate and discrete information is available for evaluation by the chief operating decision-maker in deciding how to allocate resources and assess performance. The Company has one operating segment. The Company’s chief operating decision-maker, its chief executive officer, manages the Company’s operations on a consolidated basis for the purpose of allocating resources. All of the Company’s long-lived assets are held in the United States.

Cash and Cash Equivalents

The Company considers all highly liquid investments that are readily convertible into cash with original maturities of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents include cash held in banks and amounts held in money market funds. Cash equivalents are stated at cost, which approximates market value. Cash equivalents consisted of money market funds of $62.1 million and $22.8 million at June 30, 2020 and December 31, 2019, respectively.

Concentrations of Credit Risk and Off-Balance Sheet Risk

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are recorded using the straight-line method over the estimated useful lives of the related assets as follows:


	Estimated Useful Life
Asset Classification
Equipment		5 years
Furniture and fixtures		7 years
Software		5 years
Leasehold improvements		Lesser of estimated useful life or lease term

Estimated useful lives are periodically assessed to determine if changes are appropriate. Maintenance and repairs are charged to expense as incurred. When assets are retired or otherwise disposed of, the cost of these assets and related accumulated depreciation or amortization are eliminated from the condensed consolidated balance sheet and any resulting gains or losses are included in the condensed consolidated statement of operations in the period of disposal. Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated once placed into service. Assets held under capital leases are stated at the lesser of the present value of future minimum lease payments or the fair value of the leased asset at the inception of the lease. Amortization of assets held under capital leases is computed using the straight-line method over the shorter of the estimated useful life of the asset or the period of the related lease.

Impairment of Long-Lived Assets

Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized in the condensed consolidated statements of operations when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. The Company did not record any impairment losses on long-lived assets during the six months ended June 30, 2020 and 2019.

Fair Value Measurements

Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

•

Level 1—Quoted prices in active markets for identical assets or liabilities.

•

Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets and liabilities, or other inputs that are observable or can be corroborated by observable market data.

•

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

An entity may choose to measure many financial instruments and certain other items at fair value at specified election dates. Subsequent unrealized gains and losses on items for which the fair value option has been elected are reported in earnings.

The Company’s cash equivalents are carried at fair value according to the fair value hierarchy described above and were determined based on Level 1 measurements (see Note 4). The Company’s restricted cash is carried at fair value according to the fair value hierarchy described above and were determined based on Level 2 measurements (see Note 4). The carrying values of other current assets and accounts payable approximate their fair value due to the short-term nature of these assets and liabilities. The carrying values of the Company’s loan approximated its fair value as of June 30, 2020 and December 31, 2019 due to its variable interest rate. The fair value of the loan related embedded derivative (see Note 4) was determined based on Level 3 measurements.

Research and Development Costs

Costs associated with internal research and development and external research and development services, including drug development and preclinical studies, are expensed as incurred. Research and development expenses include costs for salaries, employee benefits, subcontractors, facility-related expenses, depreciation and amortization, stock-based compensation, third-party license fees, laboratory supplies, and external costs of outside vendors engaged to conduct discovery, preclinical and clinical development activities and clinical trials as well as to manufacture clinical trial materials, and other costs. The Company recognizes external research and development costs based on an evaluation of the progress to completion of specific tasks using information provided to the Company by its service providers.

Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. Such prepaid expenses are recognized as an expense when the goods have been delivered or the related services have been performed, or when it is no longer expected that the goods will be delivered, or the services rendered.

Costs associated with licenses of technology acquired as part of collaborative arrangements are expensed as incurred and are generally included in research and development expense in the condensed consolidated statements of operations if it is determined the license has no alternative future use.

Accrued Research and Development Expenses

The Company has entered into various research and development and other agreements with commercial firms, researchers, universities and others for provisions of goods and services. These agreements are generally cancelable, and the related costs are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research and development costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies or clinical 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 materially from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs.

Stock-Based Compensation

Through December 2019, Compass Therapeutics LLC issued Class A and Class C common units to various employees, directors and consultants. The units constituted “profits interests” for tax purposes and were accounted for as share-based payment arrangements. Compass LLC measured the estimated fair value of the unit-based awards on the date of grant and recognized compensation expense over the requisite service period, which was generally the vesting period of the respective award. Upon consummation of the Merger, all outstanding vested units were converted into shares of common stock and all outstanding unvested units were converted into shares of restricted stock that will continue to vest over the remaining term of the original award.

The Company records compensation expense for all stock-based awards granted to employees and non-employees as stock-based at fair value and records compensation expense on a straight-line basis over the vesting period of the award. The Company measures the estimated fair value of the stock-based award on the date of grant. The Company accounts for forfeitures as they occur.

Net Loss per Share

Basic loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during each period. Diluted loss per share includes the effect, if any, from the potential exercise or conversion of securities, such as unvested convertible preferred units and warrants that would result in the issuance of incremental shares of common stock. In computing the basic and diluted net loss per share applicable to common stockholders, the weighted average number of shares remains the same for both calculations due to the fact that when a net loss exists, dilutive shares are not included in the calculation as the impact is anti-dilutive.

The following potentially dilutive securities outstanding as of June 30, 2020 and 2019 have been excluded from the computation of diluted weighted average shares outstanding, as they would be anti-dilutive:


	June 30,
	2020		2019
Common stock issued upon vesting of share-based award		1,254,965		2,038,955
Preferred stock as converted		—		30,629,606
Warrants to purchase common stock		—		3,114,145

Total		1,254,965		35,782,706

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases, which requires a lessee to record a right-of-use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the condensed consolidated financial statements as its date of initial application. If an entity chooses the second option, the transition requirements for existing leases also apply to leases entered into between the date of initial application and the effective date. The standard is effective for the Company beginning January 1, 2021, with early adoption permitted. The Company plans to adopt this standard on January 1, 2021 and is currently evaluating the expected impact that the standard could have on its financial position and results of operations upon adoption.

In August 2018, the FASB issued ASU No. 2018-13, Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurements, which changes the fair value measurement disclosure requirements of ASC Topic 820. The goal of the ASU is to improve the effectiveness of ASC Topic 820’s disclosure requirements. The Company adopted this guidance on January 1, 2020 and was not material to its condensed consolidated financial statements and related disclosures.

In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction Between Topic 808 and Topic 606 (“ASU 2018-18”). The amendments in this update clarify 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 precludes recognizing as revenue consideration received from a collaborative arrangement participant if the participant is not a customer. The standard is effective for the Company beginning January 1, 2021. The Company is currently evaluating the potential impact ASU 2018-18 may have on its financial position and results of operations upon adoption.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify the accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The new standard will be effective beginning January 1, 2022. The Company does not expect the adoption of ASU 2019-12 to have a material impact on its financial position and results of operations upon adoption.

3. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Updates of the Financial Accounting Standards Board (“FASB”).

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Compass Therapeutics LLC and its wholly-owned subsidiary, Compass Therapeutics Advisors Inc. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, the accrual of research and development expenses, the valuation of the preferred equity call right liability, the valuation of the embedded derivative, the valuation of common units and estimates associated with unit-based awards. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Actual results could differ from those estimates. Changes in estimates are recorded in the period that they become known.

Segment Information

Operating segments are defined as components of an enterprise for which separate and discrete information is available for evaluation by the chief operating decision-maker in deciding how to allocate resources and assess performance. The Company has one operating segment. The Company’s chief operating decision maker, its chief executive officer, manages the Company’s operations on a consolidated basis for the purpose of allocating resources. All of the Company’s long-lived assets are held in the United States.

Cash and Cash Equivalents

The Company considers all highly liquid investments that are readily convertible into cash with original maturities of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents include cash held in banks and amounts held in money market funds. Cash equivalents are stated at cost, which approximates market value. Cash equivalents consisted of money market funds of $22.8 million and $55.3 million at December 31, 2019 and 2018, respectively.

Restricted Cash

As of December 31, 2019 and 2018, the Company was required to maintain a separate cash balance of $0.2 million to collateralize corporate credit cards with a bank, which was classified as restricted cash on the consolidated balance sheets as a non-current asset.

In connection with the Company’s lease agreement entered into July 2016 (see Note 11), the Company is required to maintain a letter of credit of $0.1 million for the benefit of the landlord. As of December 31, 2019, and 2018, the underlying cash balance securing this letter of credit was classified as restricted cash on the consolidated balance sheets as a non-current asset.

Concentrations of Credit Risk and Off-Balance Sheet Risk

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents and restricted cash. The Company maintains its cash, cash equivalents, and restricted cash with financial institutions that management believes to be of high-credit quality. The Company generally maintains balances in various operating accounts at financial institutions that management believes to be of high-credit quality, in amounts that may exceed federally insured limits. The Company has not experienced any losses related to its cash, cash equivalents and restricted cash.

As of December 31, 2019 and 2018, the Company had no off-balance sheet risks such as foreign exchange contracts, option contracts or other hedging arrangements.

Property and Equipment


	Estimated Useful Life
Asset classification
Equipment		5 years
Furniture and fixtures		7 years
Software		5 years
Leasehold improvements		Lesser of estimated useful life or lease term

Estimated useful lives are periodically assessed to determine if changes are appropriate. Maintenance and repairs are expensed as incurred. When assets are retired or otherwise disposed of, the cost of these assets and related accumulated depreciation or amortization are eliminated from the consolidated balance sheet and any resulting gains or losses are included in the consolidated statement of operations in the period of disposal. Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated once placed into service. Assets held under capital leases are stated at the lesser of the present value of future minimum lease payments or the fair value of the leased asset at the inception of the lease. Amortization of assets held under capital leases is computed using the straight-line method over the shorter of the estimated useful life of the asset or the period of the related lease.

Impairment of Long-Lived Assets

Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized in loss from operations when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. The Company did not record any impairment losses on long-lived assets during the years ended December 31, 2019 or 2018.

Fair Value Measurements

•

Level 1—Quoted prices in active markets for identical assets or liabilities.

•

The Company’s cash equivalents are carried at fair value according to the fair value hierarchy described above and were determined based on Level 1 measurements (see Note 4). The Company’s restricted cash is carried at fair value according to the fair value hierarchy described above and were determined based on Level 2 measurements (see Note 4). The carrying values of other current assets and accounts payable approximate their fair value due to the short-term nature of these assets and liabilities. The carrying values of the Company’s loan approximated its fair value as of December 31, 2019 and March 31, 2020 due to its variable interest rate. The fair value of the loan related embedded derivative (see Note 4) was determined based on Level 3 measurements.

Deferred Offering Costs

The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in members’ deficit as a reduction of proceeds generated as a result of the offering. Should an in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statements of operations. As of December 31, 2019 and 2018, the Company had no deferred offering costs.

Research and Development Costs

Costs associated with internal research and development and external research and development services, including drug development and preclinical studies, are expensed as incurred. Research and development expenses include costs for salaries, employee benefits, subcontractors, facility-related expenses, depreciation and amortization, unit-based compensation, third-party license fees, laboratory supplies, and external costs of outside vendors engaged to conduct discovery, preclinical and clinical development activities and clinical trials as well as to manufacture clinical trial materials, and other costs. The Company recognizes external research and development costs based on an evaluation of the progress to completion of specific tasks using information provided to the Company by its service providers.

Costs associated with licenses of technology acquired as part of collaborative arrangements are expensed as incurred and are generally included in research and development expense in the consolidated statements of operations if it is determined the license has no alternative future use.

Accrued Research and Development Expenses

Debt Issuance Costs

Debt issuance costs consist of payments made to secure commitments under certain debt financing arrangements. These amounts are recognized as interest expense over the period of the financing arrangement using the effective interest method. If the financing arrangement is canceled or forfeited, or if the utility of the arrangement to the Company is otherwise compromised, these costs are recognized as interest expense immediately.

The Company’s consolidated financial statements present debt issuance costs related to a recognized debt liability as a direct reduction from the carrying amount of that debt liability.

Patent Costs

All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expense in the consolidated statements of operations.

Unit-Based Compensation

The Company accounts for all unit-based awards granted to employees and non-employees as unit-based compensation expense at fair value. The Company measures the estimated fair value of the unit-based award on the date of grant.

The Company determines the fair value of the underlying profit interest units based on input from management and approved by the Board, which utilizes the Company’s enterprise value determined utilizing various methods including the back-solve method, the option-pricing method (“OPM”) or a hybrid of the probability-weighted expected return method (“PWERM”) and the OPM. The total enterprise value is then allocated to the various outstanding equity instruments, including the underlying profit interest, utilizing the option-pricing model.

For employee and non-employee awards, the Company recognizes compensation expense over the requisite service period, which is generally the vesting period of the respective award based on the grant date fair value of the award. The Company accounts for forfeitures as they occur.

The fair value of each profits interest unit is estimated on the date of grant using the Black-Scholes option-pricing model, which requires inputs based on certain subjective assumptions, including the expected unit price volatility, the expected term of the unit, the risk-free interest rate for a period that approximates the expected term of the units and the Company’s expected dividend yield. The fair value of each restricted equity award is estimated on the date of grant based on the fair value of the Company’s common units on that same date. As there is no public market for its common units, the Company determines the volatility for awards granted based on an analysis of reported data for a group of guideline companies that issued options with substantially similar terms. The expected volatility has been determined using a weighted-average of the historical volatility measures of this group of guideline companies. The Company expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded unit price. The expected term of the Company’s units granted to employees has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The Company has elected to apply the nonpublic entity practical expedient for calculating the expected term of non-employee awards, using the midpoint between the vesting date and the contractual term, which is consistent with the method used for employee awards. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. The Company has not paid, and does not anticipate paying, cash dividends on its common units; therefore, the expected dividend yield is assumed to be zero.

Income Taxes

Compass Therapeutics LLC elected to be treated as a partnership for income tax reporting purposes and therefore, federal and Massachusetts and any other state income taxes are the responsibility of the individual members. As such, no federal or state income taxes related to the LLC are recorded in the consolidated financial statements. The Company’s wholly-owned subsidiary, Compass Therapeutics Advisors Inc., is organized as a C-corporation and is subject to federal and state income taxes. All such taxes have been recorded in the consolidated financial statements.

The Company follows the liability method of accounting for income taxes, as set forth in ASC 740, “Accounting for Income Taxes.” ASC 740 provides for the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. The guidance requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is provided to reduce the deferred tax asset to a level which, more likely than not, will be realized. See Note 15 “Income Taxes” for further discussion of income taxes.

ASC 740-10, “Accounting for Uncertainty in Income Taxes” (“ASC 740-10”), provides detailed guidance for financial statement recognition, measurement, and disclosure of uncertain tax positions recognized in an enterprise’s financial statements. In accordance with ASC 740-10, income tax positions must meet a more likely than not recognition threshold at the effective date to be recognized upon the adoption of the standard and in subsequent periods. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits within operations as income tax expense over the next twelve months. The Company has no liabilities for uncertain tax positions recorded as of December 31, 2019 and 2018.

Net Loss per Unit

The Company follows the two-class method when computing net loss per unit as the Company has issued units that meet the definition of participating securities. The two-class method determines net income (loss) per unit for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common unitholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.

Basic net income (loss) per unit attributable to common unitholders is computed by dividing the net income (loss) attributable to common unitholders by the weighted average number of common units outstanding for the period. Diluted net income (loss) attributable to common unitholders is computed by adjusting net income (loss) attributable to common unitholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net income (loss) per unit attributable to common unitholders is computed by dividing the diluted net income (loss) attributable to common unitholders by the weighted average number of common units outstanding for the period, including potential dilutive common units. For purpose of this calculation, outstanding profit interest options, convertible preferred unit and warrants to purchase shares of convertible preferred units are considered potential dilutive common units.

The Company’s convertible preferred unit contractually entitles the holders of such units to participate in dividends but does not contractually require the holders of such units to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss attributable to common unitholders, such losses are not allocated to such participating securities. In periods in which the Company reports a net loss attributable to common unitholders, diluted net loss per unit attributable to common unitholders is the same as basic net loss per unit attributable to common unitholders, since dilutive common units are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common unitholders for the years ended December 31, 2019 and 2018.

Recently Adopted Accounting Pronouncements

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which supersedes existing revenue recognition guidance under GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The standard defines a five-step process to achieve this principle and will require companies to use more judgment and make more estimates than under the prior guidance. The Company expects that these judgments and estimates will include identifying performance obligations in the customer contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. The Company adopted ASU 2014-09 as of January 1, 2018, and the adoption had no impact on the Company’s consolidated financial statements as the Company does not currently have any revenue-generating arrangements.

In March 2016, the FASB issued ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). ASU 2016-09 identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. The Company adopted ASU 2016-09 as of January 1, 2018, and the adoption did not have a material impact on the Company’s consolidated financial statements.

In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU 2017-09”), which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. The Company adopted ASU 2017-09 as of January 1, 2018, and the adoption did not have a material impact on the Company’s consolidated financial statements.

In June 2018, the FASB issued ASU No. 2018-07, “Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” (“ASU No. 2018-07”). These amendments expand the scope of Topic 718, Compensation—Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The ASU supersedes Subtopic 505-50, Equity—Equity-Based Payments to Non-Employees. The Company adopted ASU 2018-07 as of January 1, 2018, and the adoption did not have a material impact on the Company’s consolidated financial statements.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230), Restricted Cash (“ASU 2016-18”). ASU 2016-09 will require consistency for the presentation of restricted cash on the statement of cash flows. The new guidance requires amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company adopted ASU 2016-18 as of January 1, 2018, and the adoption did not have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases, which requires a lessee to record a right-of-use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the consolidated financial statements as its date of initial application. If an entity chooses the second option, the transition requirements for existing leases also apply to leases entered into between the date of initial application and the effective date. The standard is effective for the Company beginning January 1, 2021, with early adoption permitted. The Company plans to adopt this standard on January 1, 2021 and is currently evaluating the expected impact that the standard could have on its consolidated financial statements and related disclosures.

In August 2018, the FASB issued ASU No. 2018-13, Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurements, which changes the fair value measurement disclosure requirements of ASC Topic 820. The goal of the ASU is to improve the effectiveness of ASC Topic 820’s disclosure requirements. The standard is effective for the Company beginning January 1, 2020. The adoption of this guidance is not expected to be material to the Company’s consolidated financial statements and related disclosures.

In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 (“ASU 2018-18”). The amendments in this update clarify 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 precludes recognizing as revenue consideration received from a collaborative arrangement participant if the participant is not a customer. The standard is effective for the Company beginning January 1, 2021. The Company is currently evaluating the potential impact ASU 2018-18 may have on its financial position and results of operations upon adoption.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify the accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The new standard will be effective beginning January 1, 2022. The Company does not expect the adoption of ASU 2019-12 to have a material impact on the Company’s consolidated financial statements.

Fair Value Measurements

6 Months Ended

12 Months Ended

Jun. 30, 2020

Dec. 31, 2019

Fair Value Disclosures [Abstract]

Fair Value Measurements

4. Fair Value Measurements

The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands):


	Fair Value Measurements as of June 30, 2020:
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value
Assets
Cash equivalents—money market funds	$	62,104	$	—	$	—	$	62,104
Restricted cash		—		263		—		263

Total assets	$	62,104	$	263	$	—	$	62,367

Liabilities
Derivative liability related to loan	$	—	$	—	$	—	$	—

Total liabilities	$	—	$	—	$	—	$	—


	Fair Value Measurements as of December 31, 2019:
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value
Assets
Cash equivalents—money market funds	$	22,784	$	—	$	—	$	22,784
Restricted cash		—		263		—		263

Total assets	$	22,784	$	263	$	—	$	23,047

Liabilities
Derivative liability related to loan	$	—	$	—	$	494	$	494

Total liabilities	$	—	$	—	$	494	$	494

Valuation of Derivative Liability

The Company’s derivative liability was comprised of the contingent interest rate reset features and a contingent feature to pay a success fee upon the occurrence of certain liquidity events, each of which met the definition of a derivative instrument, which terms are included in the loan and security agreement (refer to Note 7). The Company classified these instruments as a liability on the condensed consolidated balance sheets because these features were not clearly and closely related to its host instrument and met the definition of a derivative. The derivative liability was initially recorded at fair value upon issuance of the loan and was being subsequently remeasured to fair value at each reporting date. Changes in the fair value of the derivative liability were recognized as a component of other income (expense), net in the condensed consolidated statements of operations. The success fee was paid in full following the close of the Merger.

The fair value of the derivative liability recognized was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The fair value of the derivative liability was determined using the probability-weighted expected return method, which considered as inputs the type, timing and probability of occurrence of a change-of-control event, the future equity financing and cash settlement of the loans; the potential amount of the payment under each of these potential settlement scenarios; and the risk-adjusted discount rate reflecting the expected risk profile for each of the potential settlement scenarios.

The following table provides a roll forward of the aggregate fair values of the Company’s derivative liability (in thousands):


	Derivative Liability
Balance at December 31, 2019	$	494
Change in fair value		556
Payment of success fee		(1,050	)

Balance at June 30, 2020	$	—

4. Fair Value Measurements


	Fair Value Measurements as of December 31, 2019 Using:
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value at December 31,
Assets
Cash equivalents—money market funds	$	22,784	$	—	$	—	$	22,784
Restricted cash		—		263		—		263

Total assets	$	22,784	$	263	$	—	$	23,047


Liabilities
Derivative liability related to loan	$	—	$	—	$	494	$	494

Total liabilities	$	—	$	—	$	494	$	494


	Fair Value Measurements as of December 31, 2018 Using:
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value at December 31,
Assets
Cash equivalents—money market funds	$	55,291	$	—	$	—	$	55,291
Restricted cash		—		262		—		262

Total assets	$	55,291	$	262	$	—	$	55,553


Liabilities
Long term call right liability	$	—	$	—	$	390	$	390

Total liabilities	$	—	$	—	$	390	$	390

Valuation of Call Right Liability

As of December 31, 2017, the call right liability was comprised of the fair value of each investors’ right to purchase their allotted A-5 preferred units at the predetermined purchase price as described in Note 8. These call rights were financial instruments that might create a conditional obligation to repurchase units for cash in the contract and were therefore recorded as liabilities and measured at fair value. The call right liability was settled in June 2018 with the issuance of Series A-5 preferred units (“Series A-5”) as further described in Note 8 and is, therefore, no longer outstanding. The fair value of the Series A-5 call rights was based on significant inputs not observable in the market, which represented a Level 3 measurement within the fair value hierarchy. The Company utilized a Monte Carlo model to value these instruments. The assumptions used, in the Monte Carlo Simulations to value the equity on a daily basis through the expected date of the A-4 close were as follows: expected term of 0.75 years, expected volatility of 64.2%, risk-free rate of return of 0.53%, current total unit value of $67.5 million. An option pricing model was used to value the call right utilizing the following assumptions: equity price determined by Monte Carlo Simulations, expected term of 2.04 to 3.04 years, expected volatility of 67.4% to 68.7%, risk-free rate of return of 0.75% to 0.87%, and no expected dividend yield.

The following table provides a rollforward of the cumulative fair values of the Company’s call right liability for which fair value is determined by Level 3 inputs (in thousands):


Balances at December 31, 2017	$	313
Decrease in fair value of call right liability at issuance of Series A-5		(313	)

Balances at December 31, 2018	$	—

Valuation of Derivative Liability

As of December 31, 2018, the Company’s derivative liability was comprised of the contingent interest rate reset features and a contingent feature to pay a success fee upon the occurrence of certain liquidity events in accordance with the loan and security agreement (refer to Note 7). The Company classified these instruments as a liability on its consolidated balance sheets because these features were not clearly and closely related to its host instrument and met the definition of a derivative. The derivative liability was initially recorded at fair value upon issuance of the loan and is being subsequently remeasured to fair value at each reporting date. Changes in the fair value of the derivative liability are recognized as a component of other income (expense), net in the consolidated statements of operations.

The fair value of the derivative liability recognized in connection with the Company’s loan and security agreement entered into on March 30, 2018 (“2018 Loan Agreement”) (see Note 7) was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The fair value of the derivative liability was determined using the probability-weighted expected return method, which considered as inputs the type, timing and probability of occurrence of a change-of-control event, the future equity financing and cash settlement of the loans; the potential amount of the payment under each of these potential settlement scenarios; and the risk-adjusted discount rate reflecting the expected risk profile for each of the potential settlement scenarios.

The following table provides a roll forward of the aggregate fair values of the Company’s derivative liability, for which fair value is determined using Level 3 inputs (in thousands):


Balances at December 31, 2017	$	—
Initial fair value of derivative liability in connection with loan		323
Change in fair value		67

Balances at December 31, 2018		390
Change in fair value		104

Balances at December 31, 2019	$	494

- 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

Property and Equipment

6 Months Ended

12 Months Ended

Jun. 30, 2020

Dec. 31, 2019

Property, Plant and Equipment [Abstract]

Property and Equipment

5. Property and Equipment

Property and equipment consist of the following (in thousands):


	June 30, 2020			December 31, 2019
Equipment	$	7,030		$	7,230
Furniture and fixtures		629			629
Leasehold improvements		896			896
Software		912			669
Assets not yet placed in service		—			230

Total property and equipment–at cost		9,467			9,654
Less: Accumulated depreciation and amortization		(6,638	)		(5,903	)

Property and equipment, net	$	2,829		$	3,751

Total depreciation and amortization expense for three months ended June 30, 2020 and 2019, was $0.4 million and $0.5 million, respectively. Total depreciation and amortization expense for six months ended June 30, 2020 and 2019, was $0.9 million and $1.1 million, respectively.

5. Property and Equipment

Property and equipment as of December 31, 2019 and 2018, consisted of the following (in thousands):


	2019			2018
Equipment	$	7,230		$	6,904
Furniture and fixtures		629			599
Leasehold Improvements		896			1,172
Software		669			581
Assets not yet placed in service		230			207

Total property and equipment–at cost		9,654			9,463
Less: Accumulated depreciation and amortization		(5,903	)		(4,096	)

Property and equipment, net	$	3,751		$	5,367

Total depreciation and amortization expense for the years ended December 31, 2019 and 2018, was $2.1 and $1.9, respectively.

Accrued Expenses

6 Months Ended

12 Months Ended

Jun. 30, 2020

Dec. 31, 2019

Payables and Accruals [Abstract]

Accrued Expenses

6. Accrued Expenses

Accrued expenses consist of the following (in thousands):


	June 30, 2020		December 31, 2019
Compensation and benefits	$	455	$	1,759
Research and development expenses		223		249
Legal and professional fees		957		417
Sales taxes		—		554
Other		939		143

Total accrued expenses	$	2,574	$	3,122

6. Accrued Expenses

Accrued expenses as of December 31, 2019 and 2019 consisted of the following (in thousands):


	2019		2018
Accrued employee compensation and benefits	$	1,759	$	1,196
Accrued external research and development expenses		249		401
Accrued legal fees		417		279
Accrued interest expense		87		91
Accrued federal and state taxes		1		44
Accrued sales taxes		554		475
Other accrued expenses		55		171

Total accrued expenses	$	3,122	$	2,657

Loan Payable

6 Months Ended

12 Months Ended

Jun. 30, 2020

Dec. 31, 2019

Debt Disclosure [Abstract]

Loan Payable

7. Loan Payable

The aggregate principal amount of debt outstanding consisted of the following (in thousands):


	June 30, 2020			December 31, 2019
Current portion of debt	$	7,500		$	5,625
Less: unamortized debt discount		(46	)		(49	)

Current portion of debt, net of debt discount	$	7,454		$	5,576

Long-term debt, net of current portion	$	5,625		$	9,375
Less: unamortized debt discount		(35	)		(82	)

Long-term debt, net of current portion	$	5,590		$	9,293

The Company entered into, and subsequently amended, a term loan facility with Pacific Western Bank, Inc. (“PWB”), and received $15.0 million debt proceeds. The loans bear interest at the greater of (i) 6.25% and (ii) the prime rate plus an applicable margin of 2.0%. The interest rate was 6.75% at June 30, 2020. In an event of default, as defined in the agreement, the interest rate applicable to borrowings would be increased by 5.0%. The Company made interest-only payments through March 31, 2020. Beginning in April 2020, the Company is obligated to make equal monthly principal payments of $625,000 through March 31, 2022 when the notes mature. The loan agreement allows for prepayment of the outstanding principal at any time, subject to a prepayment charge that is dependent on the prepayment date.

The debt agreement contained provisions whereby the Company was obligated to pay a success fee of $1.1 million upon the achievement of certain liquidity events. Upon consummation of the Merger, the Company success fee payment became due and was paid in its entirety as of June 30, 2020.

The borrowings are collateralized by substantially all of the Company’s assets, excluding intellectual property and contains affirmative and negative covenants including restrictions on the Company’s ability to incur additional indebtedness, pay dividends, encumber its property, or engage in certain fundamental business transactions, such as mergers or acquisitions of other businesses. The Company was in compliance with its covenants as of June 30, 2020.

The Company recognized interest expense of $0.2 million and $0.3 million during the three months ended June 30, 2020 and 2019 and $0.5 million and $0.6 million during the six months ended June 30, 2020 and 2019, respectively.

As of June 30, 2020, the aggregate minimum future principal payments due in connection with the 2018 Loan Agreement, as amended, are as follows (in thousands):


Year Ending December 31,
2020	$	3,750
2021		7,500
2022		1,875

	$	13,125

7. Loan Payable

On March 30, 2018, the Company entered into the 2018 Loan Agreement with Pacific Western Bank, Inc. (“PWB”), which provides for a term loan of up to $15.0 million on the closing date, maturing and requiring full repayment of principal and interest by March 1, 2022 (“Maturity Date”). The Company borrowed the full $15.0 million available under the 2018 Loan Agreement in two separate tranches: $10.0 million upon execution of the 2018 Loan Agreement in March 2018 (“Tranche I”), and $5.0 million in September 2018 (“Tranche II”).

Borrowings under the 2018 Loan Agreement bear interest at a rate per year equal to the greater of 6.25% and 2.00% plus the Wall Street Journal prime rate; provided, however, that in the event the Company achieves certain milestones, the interest rate applicable to the borrowings under the 2018 Loan Agreement would be the greater of 6.25% and 1.50% plus the Wall Street Journal prime rate. In an event of default, as defined in the 2018 Loan Agreement, the interest rate applicable to borrowings would be increased by 5.0%.

The Company is required to make monthly payments of interest only, beginning on April 1, 2018 and continuing through March 30, 2019 (the “Interest Only End Date”), at which time the Company would begin making payments on the principal from April 1, 2019 through the Maturity Date. However, upon the achievement of certain milestones, the Interest Only End Date would be extended through September 30, 2019 or March 30, 2020, and the Maturity Date would be extended to September 1, 2022. The 2018 Loan Agreement allows for prepayment in full of the outstanding principal at any time, subject to a prepayment charge that is dependent on the prepayment date.

Per the 2018 Loan Agreement, upon a Liquidity Event, defined below, the Company would pay a success fee of $0.8 million, or $1.1 million if both Tranche I and Tranche II were issued (“Success Fee”). A Liquidity Event is defined as (a) any sale, license, or other disposition of all or substantially all of the assets of the Company, (b) any reorganization, consolidation, merger or sale of the voting securities of the Company or any other transaction where the holders of a Company’s securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction, or (c) an initial public offering of a Company’s equity securities.

Borrowings under the 2018 Loan Agreement are collateralized by substantially all of the Company’s personal property, excluding intellectual property. Under the 2018 Loan Agreement, the Company agreed to affirmative and negative covenants to which it would remain subject until maturity or repayment in full. The negative covenants included restrictions on the Company’s ability to incur additional indebtedness, pay dividends, encumber its property, or engage in certain fundamental business transactions, such as mergers or acquisitions of other businesses. The obligations under the 2018 Loan Agreement are subject to acceleration upon occurrence of specified events of default, including payment default, insolvency and a material adverse change in the Company’s business, operations or financial or other condition.

On September 26, 2018, the Company entered into the First Amendment to the 2018 Loan Agreement (the “First Amendment”) which amended the primary depository covenant by waiving violations on maintaining excess cash and decreasing the primary depository covenant. The First Amendment also amended the Success Fee due upon the occurrence of a Liquidity Event, from $0.8 million with a contingent $0.3 million upon the advance of the Tranche II, to the full $1.1 million upon the occurrence of a Liquidity Event.

In March 2019, the Company entered into the Second Amendment to the 2018 Loan Agreement (the “Second Amendment”), which extended the second milestone date from March 31, 2019 to April 30, 2019. The first milestone was achieved in February 2018 which extended the interest only period through September 30, 2019.

In October 2019, the Company entered into the Third Amendment to the 2018 Loan Agreement (the “Third Amendment”), which extended the Interest Only End Date to March 31, 2020. The amendment also added an additional covenant requiring the Company to maintain a minimum cash balance of $6.0 million at PWB commencing April 2, 2020 if additional finance proceeds of $40.0 million are not raised prior to April 2, 2020.

Each of the three amendments to the 2018 Loan Agreement were analyzed and determined to be debt modifications and not extinguishments.

The aggregate principal amount of debt outstanding as of December 31, 2019 and 2018 was $15.0 million, including Tranche I and Tranche II amounts. Current and non-current debt obligations reflected in the consolidated balance sheets as of December 31, 2019 and 2018 consisted of the following (in thousands):


	December 31, 2018
Current liabilities:
Term loan under the 2018 Loan Agreement	$	3,750
Unamortized debt discount		(62	)

Loans payable, net of discount		3,688
Non-current liabilities:
Term loan under 2018 Loan Agreement		11,250
Unamortized debt discount		(186	)

Loans payable, net of discount and current portion		11,064

Total loans payable, net of discount	$	14,752


	December 31, 2019
Current liabilities:
Term loan under the 2018 Loan Agreement	$	5,625
Unamortized debt discount		(49	)

Loans payable, net of discount		5,576
Non-current liabilities:
Term loan under 2018 Loan Agreement		9,375
Unamortized debt discount		(82	)

Loans payable, net of discount and current portion		9,293

Total loans payable, net of discount	$	14,869

The Company recognized interest expense under the 2018 Loan Agreement, as amended, of $1.2 million and $0.8 million during the years ended December 31, 2019 and 2018, respectively, including interest expense related to the amortization of the debt discount of $0.1 million and $0.1 million, respectively. As of December 31, 2019 and 2018, the unamortized debt discount was $0.1 million and $0.2 million, respectively.

As of December 31, 2019, the aggregate minimum future principal payments due in connection with the 2018 Loan Agreement, as amended, are summarized as follows (in thousands):


Year Ending December 31, 2020
2020	$	5,625
2021		7,500
2022		1,875

	$	15,000

Convertible Preferred Stock and Stockholders' Equity (Deficit)

6 Months Ended

12 Months Ended

Jun. 30, 2020

Dec. 31, 2019

Equity [Abstract]

Convertible Preferred Stock and Stockholders' Equity (Deficit)

8. Convertible Preferred Stock and Stockholders’ Equity (Deficit)

Convertible Preferred Stock

In connection with the Merger, as discussed in Note 1, the Company issued 30,629,606 shares of its common stock to holders of convertible preferred membership interests of Compass Therapeutics LLC. No convertible preferred securities were outstanding as of June 30, 2020.

As of December 31, 2019, convertible preferred stock consisted of the following shares outstanding:


	Shares
Series A-1		64,704,832
Series A-2		36,782,734
Series A-3		23,467,151
Series A-4		15,253,415
Series A4B		22,216,583
Series A-5		44,739,689

		207,164,404

Common Stock

In connection with the Merger, as discussed in Note 1, the Company issued 8,425,750 shares of its common stock to holders of common membership interests of Compass Therapeutics LLC and issued 1,000,000 shares to the former shareholders of Olivia Ventures Inc. With respect to 15 holders of an aggregate of 131,472 Compass Therapeutics LLC common membership interests who were not accredited investors, the Company paid an aggregate of approximately $69 thousand in cash in consideration for cancelling such membership interests in connection with the Merger. In addition, 2,930,836 shares of the Company’s common stock were reserved for issuance under the 2020 Stock Option and Incentive Plan.

The Company also sold 12,096,442 shares of its common stock pursuant to the initial closing of a private placement offering for up to 14,000,000 shares of its common stock at a purchase price of $5.00 per share.

8. Preferred Units and Associated Call Right Liability

As of December 31, 2019 and 2018, the preferred units consisted of the following:


Preferred Units	Preferred Units Issued and Outstanding		Liquidation Preference (in thousands)
Series A-1		64,704,832	$	15,978
Series A-2		36,782,734		15,000
Series A-3		23,467,151		15,000
Series A-4		15,253,415		15,000
Series A4B		22,216,583		21,848
Series A-5		44,739,689		49,214

		207,164,404	$	132,040

The rights, preferences, and privileges of the preferred units are as follows:

Voting Rights

The preferred unitholders are entitled to the number of votes equal to the number of Class A common units into which each preferred unit is convertible. Any action to be taken by the unit holders requires the affirmative vote of a majority of unitholders, unless a different vote is required, including without limitation, actions requiring consent of the requisite preferred holders.

Conversion

Each preferred unit is convertible, at the option of the holder, at any time, and without the payment of additional consideration, into Class A common units as is determined by dividing the original purchase price by the conversion price with respect to such preferred unit in effect at the time of conversion. The Series A-1 conversion price is $0.2885 per unit, the Series A-2 conversion price is $0.4078 per unit, the Series A-3 conversion price is $0.6392, the Series A-4 and Series A4B conversion price is $0.9834 and the Series A-5 conversion price is $1.10.

Distribution

The Board shall, in its discretion, determine the timing and amount of any distribution to be made by the Company, in accordance with the operating agreement. Upon a liquidation event, proceeds are to be distributed in accordance with the following order of priority:

First, 100% to the members holding outstanding Series A-5, if any, to the extent of and in proportion to the Series A-5 units at $1.10 a unit with respect to the outstanding Series A-5 units held by each such member;

Second, 100% to the members holding outstanding Series A4B, if any, to the extent of and in proportion to the Series A4B units at $0.9834 a unit with respect to the outstanding Series A4B units held by each such member;

Third, 100% to the members holding outstanding Series A-4, if any, to the extent of and in proportion to the Series A-4 units at $0.9834 a unit with respect to the outstanding Series A-4 units held by each such member;

Fourth, 100% to the members holding outstanding Series A-3, if any, to the extent of and in proportion to the Series A-3 units at $0.6392 a unit with respect to the outstanding Series A-3 units held by each such member;

Fifth, 100% to the members holding outstanding Series A-2, if any, to the extent of and in proportion to the Series A-2 units at $0.4078 a unit with respect to the outstanding Series A 2 units held by each such member; and

Sixth, 100% to the members holding outstanding Series A-1, if any, to the extent of and in proportion to the Series A-1 units at $0.2885 a unit with respect to the outstanding Series A-1 units held by each such member; and

Seventh, after payment in full to the holders of outstanding preferred units of the full amounts distributable to them, 100% to the members holding outstanding common units, in proportion to the respective number of outstanding common units held by each member (in addition to any payments made in respect of profit interest units to the extent the distributions made to holders of other units exceed the applicable “strike price” of the incentive units in question).

Preferred units shall be automatically deemed and treated as if they were converted into common units solely for purposes of determining the distributions made pursuant to the order of priority above, if the common unit distribution amount equals or exceeds (A) the original issue price then applicable to such Series of preferred units plus (B) the per unit amount of any unpaid tax distributions, divided by (C) the number of common units then issuable upon conversion hereunder of one (1) unit of such series of preferred units.

Liquidation

In the event of any liquidation or deemed liquidation, dissolution or winding-up of the Company, the assets of the Company would be distributed in accordance with the same order of priority as distributions.

The holders of preferred units have liquidation rights in the event of a deemed liquidation that, in certain situations, are not solely within the control of the Company. Therefore, the preferred units are classified outside of members’ deficit on the consolidated balance sheets.

Call Right Liability

In connection with a financing in 2015, the Series A-1 investors obtained call rights to purchase an aggregate of 36,782,737 units of Series A-2 at $0.4078 per unit, 23,466,834 units of Series A-3 at $0.6392 per unit, and 15,253,203 units of Series A-4 at $0.9834 per unit upon reaching certain predetermined scientific milestones. As each milestone was met, each investor was able to purchase their allotted preferred units at the prices per unit described above. In the event an investor elected not to purchase their preferred units upon a milestone event, that investor’s preferred units from the immediately preceding preferred unit round were automatically converted into Class A common units on a ten for one basis.

The call rights represented a freestanding financial instrument and required bifurcation from the preferred units. The call right is liability classified and was recorded upon issuance at fair value as a call right liability in the consolidated balance sheet. Subsequent changes in the fair value were recognized in the consolidated statement of operations in “change in fair value of call right liability” in the financial years that such changes related to. As of December 31, 2018, the call right liability had been settled as all issuances of Series A had been made.

Sale of Series A-5

In June 2018, the Company issued 44,739,689 units of Series A-5 at $1.10 per unit and 4,509,750 units of Class C common units, for gross proceeds of $ 49.2 million. Proceeds, net of issuance costs of $0.1 million, were $48.4 million. The Class C common units are intended to constitute “profits interests” for tax purposes and was valued at $0.7 million using an option pricing model valuation approach. Refer to Note 9 for the discussion on the valuation methodology.

The Series A-5 call rights previously issued in connection with the 2015 financing were valued at $0.3 million as of December 31, 2017. The valuation was based on the right having strike price of $1.66 per unit of Series A-5. In June 2018, the call right was amended to $1.10 per unit as the then Series A-5 fair value was $1.10 per unit. The fair value of the call right liability was $0 immediately before the Series A-5 financing. The Company recorded a gain in the consolidated statement of operations with a corresponding decrease to call right liability of $0.3 million for the year ended December 31, 2018.

Stock-Based Compensation

6 Months Ended

12 Months Ended

Jun. 30, 2020

Dec. 31, 2019

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation

9. Stock-Based Compensation

Prior to the Merger, the Company issued profits interests and used an option pricing model to value the profits interests granted. The assumptions used to value profits interests granted during the six months ended June 30, 2020 and 2019 are as follows:


	June 30, 2020			June 30, 2019
Expected term (in years)		6.0			6.0
Risk-free rate		0.36	%		2.43	%
Expected volatility		140.45	%		72.02	%
Expected dividend yield		0	%		0	%

Compass LLC unit-based awards granted to employees and non-employees were accounted for as unit-based compensation expense at fair value. The estimated fair value of the unit-based award was measured on the date of grant. The fair value of the underlying units based on input from Compass LLC management and approved by the Compass LLC Board, which utilized the Compass LLC enterprise value determined utilizing various methods including the back-solve method, the option-pricing method (“OPM”) or a hybrid of the probability-weighted expected return method (“PWERM”) and the OPM. The total enterprise value is then allocated to the various outstanding equity instruments, including the unit-based awards, utilizing the option-pricing model.

The fair value of each Compass LLC unit was estimated on the date of grant using the Black-Scholes option-pricing model, which required inputs based on certain subjective assumptions, including the expected unit price volatility, the expected term of the unit, the risk-free interest rate for a period that approximates the expected term of the units and Compass LLC’s expected dividend yield. The fair value of each restricted equity award is estimated on the date of grant based on the fair value of the Compass LLC’s common units on that same date. As there was no public market for its common units, Compass LLC determined the volatility for awards granted based on an analysis of reported data for a group of guideline companies that issued options with substantially similar terms. The expected volatility has been determined using a weighted-average of the historical volatility measures of this group of guideline companies. The Company expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded common stock. The expected term of the Compass LLC’s units granted to employees had been determined utilizing the “simplified” method for awards that qualified as “plain-vanilla” awards. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Compass LLC had not paid cash dividends on its common units; therefore, the expected dividend yield was assumed to be zero.

Following the closing of the Merger, the fair value of the Company’s awards for common stock to which market value is of the Company’s common stock must be determined, will be based on the closing price of the Company’s common stock as reported on the date of the grant.

The weighted-average grant-date fair value for profits interests granted was $0.23 per unit during the six months ended June 30, 2020. Compensation expense from profits interests for the three months ended June 30, 2020 and 2019 was $0.2 million and $0.2 million, respectively, and $0.4 million and $0.4 million for the six months ended June 30, 2020 and 2019, respectively.

Upon consummation of the Merger, all outstanding vested profits interests units were converted into shares of the Company’s common stock. Unvested profits interests units were converted into restricted shares of the Company’s common stock and will continue to vest under the same terms as the original profits interests.

A summary of the Company’s unvested restricted stock activity and related information during the six months ended June 30, 2020 is as follows:


Weighted Average Grant Date Fair Value
Nonvested, January 1, 2020	2,038,955		2.04
Granted	879		2.34
Vested	(150,379	)	0.57
Forfeited or canceled	(634,491	)	1.83

Nonvested, June 30, 2020	1,254,965		2.33

The Company has recognized the following compensation cost related to employee and non-employee stock-based compensation activities (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019
Research and development	$	31	$	61	$	112	$	175
General and administrative		152		124		318		265

Total	$	183	$	185	$	430	$	440

As of June 30, 2020, remaining unrecognized compensation cost related to unvested restricted stock awards to be recognized in future periods totaled $2.0 million, which is expected to be recognized over a weighted-average period of 1.86 years.

In June 2020, the Company adopted the 2020 Stock Option and Incentive Plan (“2020 Plan”). The 2020 Plan allows for 2,930,836 shares of the Company’s common stock and will automatically increase each January 1, beginning on January 1, 2021, by the lesser of (i) 4% of the outstanding number of shares of our common stock on the immediately preceding December 31 or (ii) such number of shares as determined by the plan administrator no later than the immediately preceding December 31. No awards have been issued or are outstanding under the 2020 Plan as of June 30, 2020.

9. Common Units, Warrants and Unit Incentive Plans

Upon formation of the Company, a capital account was established for each member. The capital account of each member is adjusted for the cash and property contributed by or distributed to each member, the amount of net profits or loss allocated to the member, and other adjustments. Net profit or loss is allocated to the members in proportion to their respective member interests in the Company.

In connection with prior financing transactions the Company issued warrants to purchase common units. A summary of the outstanding warrants at both December 31, 2019 and March 31, 2020 is as follows:


Date Granted	Number		Exercise Price		Expiration Date
6/17/2015		5,267,959	$	2.8474		7/17/2022
12/7/2015		5,267,959	$	2.8474		7/17/2022
9/7/2016		5,268,035	$	2.8474		7/17/2022
7/11/2017		5,268,034	$	2.8474		7/17/2022

The Company established two classes of its common units, one designated as Class A common units, each of which entitled its holder to one vote per unit; and the second designated as Class B common units, each of which entitled its holder to one vote per unit. In June 2018, the Board authorized the issuance of Class C common units and the Company redesignated Class B common units as Class A common units. As of December 31, 2018, Class A and Class C common units were the only classes of common units, each of which entitled its holder to one vote per unit. Due to employee terminations and resignations, 10,588,659 and 1,186,127 of Class A common units were forfeited during the years ended December 31, 2019 and 2018, respectively. The Company’s outstanding common units have been issued from the incentive pool and the founders pool. In June 2018, the founders pool was dissolved. Certain incentive units available for issuance under the founder’s pool were distributed to the holders of the Series A-3 and the Series A-4, as Class C common units. The remainder of the units available for issuance were redesignated as units available for issuance under the incentive pool as Class A common units. Common units in the incentive pool may be issued by the Board to employees, directors of, and consultants or advisors to the Company.

The Class C common units, issued to Series A-3, Series A-4 and Series A-5 holders, as well as the Class A common units issued or issuable under the incentive pool include incentive units (as defined in the restated operating agreement), are intended to constitute “profits interests” for tax purposes. Profits interest units are recorded as issued and outstanding common units when granted. Standard vesting for profits interests provide for 25% of units to vest after one year with the remaining vesting monthly thereafter over 36 months. As approved by the Board, some grants may have different vesting provisions. Class C common units were vested in full upon grant.

Unvested profits interests unit’s activity for the year ended December 31, 2019 and 2018, was as follows:


	Number of Nonvested Profits Interests			Weighted Average Grant Date Fair Value
Outstanding at January 1, 2018		9,765,439			0.08
Granted		16,143,382			0.22
Vested		(4,790,327	)		0.07
Forfeited		(1,186,217	)		0.12

Outstanding at December 31, 2018		19,932,277			0.19

Granted		19,643,100			0.16
Vested		(7,044,620	)		0.14
Forfeited		(10,588,658	)		0.21

Outstanding at December 31, 2019		21,942,099			0.18


Expected to vest at December 31, 2018		19,932,277

Expected to vest at December 31, 2019		21,942,099

In connection with the issuance of any profits interests, the Board will determine and set a threshold dollar amount with respect to the units, or the strike price. The strike price is determined and set as the fair value of the underlying common units on the date of the grant.

The Company uses an option pricing model to value profit interests. The assumptions used to value profits interests granted during the years ended December 31, 2019 and 2018 were as follows:


	2019			2018
Expected term (in years)		6.0			6.0
Risk-free rate		1.74	%		2.51	%
Expected volatility		72.75	%		60.28	%
Expected dividend yield		0.00	%		0.00	%

The weighted-average grant-date fair value for profits interests granted during the years ended December 31, 2019 and 2018 was $0.16 and $ 0.22 per unit, respectively. Compensation expense from profits interests for the years ended December 31, 2019 and 2018, was $0.9 million and $0.7 million, respectively. As of December 31, 2019, remaining unrecognized compensation expense related to nonvested profits interests was $3.6 million, which is expected to be recognized over a weighted-average period of 2.2 years.

License, Research and Collaboration Agreements	6 Months Ended	12 Months Ended
License, Research and Collaboration Agreements	Jun. 30, 2020	Dec. 31, 2019
License Research and Collaboration Agreements [Abstract]
License, Research and Collaboration Agreements	10. License, Research and Collaboration Agreements *Collaboration Agreements* Adimab Agreement The Company entered into a collaboration agreement with Adimab, LLC on October 16, 2014. As of June 30, 2020, future milestone payments in connection with this agreement amounted to $2.0 million. The agreement also includes provisions for payment of royalties at rates ranging in the single digits as a percentage of future net sales within a specified term from the first commercial sale. The Company recorded no research and development during the three months ended June 30, 2020 and 2019, respectively, and $0 million and $0.5 million during six months ended June 30, 2020 and 2019, respectively. *Other License and Research Agreements* The Company has entered into several license agreements with various academic and healthcare institutions to in-license certain intellectual property rights and know-how relevant to its programs. As part of the consideration related to these license agreements, the Company made cash payments of $21 thousand and $0.1 million during the three and six months ended June 30, 2020, respectively. The Company recorded research and development expense of $58 thousand and $0.1 million during the three months ended June 30, 2020 and 2019, respectively, and $0.2 million and $0.3 million during the six months ended June 30, 2020 and 2019, respectively. In addition, the Company also committed to make certain clinical and regulatory milestone payments in the aggregate of $0.5 million associated with the in-licensed technology.	10. License, Research and Collaboration Agreements *License Agreements* Horizon Agreements The Company entered into a license agreement on October 14, 2016 (the “Horizon Agreement”) with Horizon Discovery Ltd. (“Horizon”), which agreement pertains to a gene-edited cell line and expression vector. Under the terms of the Horizon Agreement, the Company paid a one-time only, upfront fee of £0.5 million (approximately $0.5 million) upon execution of the agreement in October 2016. The Company may terminate the Horizon Agreement without cause at any time upon 30 days prior written notice to Horizon. In February 2018 the Company entered two license agreements (the “Horizon SSI License Agreement” and the “Horizon Transposase License Agreement”) with Horizon, collectively referred to as the Horizon License Agreements. The Horizon SSI License Agreement pertains to certain single site integration technology and the Horizon Transposase License Agreement pertains to certain transposase technology. In June 2019, the Company exercised its’ right to terminate both agreements and no additional payments were made or are due. The Company accounted for the acquisition of technology as an asset acquisition because it did not meet the definition of a business. The Company recorded the upfront payment as research and development expense in the consolidated statement of operations and comprehensive loss because the acquired technology represented in-process research and development and had no alternative future use. The Company recorded research and development expense of $0 and $0.3 million in connection with the Horizon SSI License Agreement during the years ended December 31, 2019 and 2018, respectively, and recorded research and development expense of $0 and $0.3 million in connection with the Horizon Transposase License Agreement during the years ended December 31, 2019 and 2018, respectively. *Collaboration Agreements* Adimab Agreement The Company entered into a collaboration agreement with Adimab, LLC on October 16, 2014 which was subsequently amended on December 6, 2014 and February 11, 2015. As of December 31, 2019, future milestone payments in connection with this agreement amounted to $3.5 million. The agreement also includes provisions for payment of royalties at rates ranging in the single digits as a percentage of future net sales within a specified term from the first commercial sale. The Company recorded research and development expense of $1.5 million and $0 in connection with this agreement during the years ended December 31, 2019 and 2018, respectively. *Other License and Research Agreements* During 2019 and 2018, the Company entered into several license agreements with various academic and health care institutions to in-license certain intellectual property rights and know-how relevant to its programs. As part of the consideration related to these license agreements, the Company made cash payments of $0.8 million and $0.6 million during the years ended December 31, 2019 and 2018, respectively. The Company recorded $0.8 million and $0.4 million to research and development expense during the years ended December 31, 2019 and 2018, respectively. In addition, the Company also committed to make certain clinical and regulatory milestone payments in the aggregate of $0.5 million associated with the in-licensed technology.

Commitments and Contingencies

6 Months Ended

12 Months Ended

Jun. 30, 2020

Dec. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

11. Commitments and Contingencies

Operating Leases

The Company leases laboratory and office space in Cambridge, MA. The Company also leases a vivarium and storage space in Cambridge, MA. All leases expire January 31, 2021. The future minimum rental payments under the leases as of June 30, 2020 are as follows:


	Amount
Year Ending December 31,
2020	$	962
2021		160

	$	1,122

Rental expense was $0.5 million and $0.5 million for the three months ended June 30, 2020 and 2019, respectively, and $1.0 million and $0.9 million for the six months ended June 30, 2020 and 2019, respectively.

11. Commitments

Operating Leases

The Company leased office space in Hanover, NH until the lease was assigned to a third party on February 1, 2018. The Company currently leases laboratory and office space in Cambridge, MA. The Company also leases a vivarium and storage space in Cambridge, MA which was extended in June 2019 through January 2021.

All leases expire between January 31, 2020 and January 31, 2021. The future minimum rental payments under the leases as of December 31, 2019 are as follows (in thousands):


	Amount
Year Ending December 31,
2020	$	302
2021		13

	$	315

In addition, the Company subleased one of its facilities in Cambridge, Massachusetts to an unrelated third party beginning on October 21, 2017 and expired at the end of the original lease term on December 31, 2018. The Company received approximately $ 0.5 million in annual sublease rental income for the year ended December 31, 2018. Rental expense is recorded as an operating expense within both research and development and general and administrative expenses. Rental expense for the years ended December 31, 2019 and 2018 was $ 1.8 million and $1.8 million, respectively.

The sublease on the Company’s main facility was set to expire on January 31, 2020. In January 2020, the sublease was extended. Refer to Note 16.

Severance Costs

12 Months Ended

Dec. 31, 2019

Restructuring and Related Activities [Abstract]

Severance Costs

12. Severance Costs

The Company incurred severance costs in 2018 and 2019. The costs recorded and paid are summarized as follows for the year ended December 31, 2019 (in thousands):


Balances at December 31, 2017	$	—
Additional severance agreements		294
Payments		(74	)

Balances at December 31, 2018	$	220

Additional severance agreements		447
Payments		(667	)

Balances at December 31, 2019	$	—

Defined Contribution Plan	12 Months Ended
Defined Contribution Plan	Dec. 31, 2019
Retirement Benefits [Abstract]
Defined Contribution Plan	13. Defined Contribution Plan The Company has a 401(k) defined contribution plan (the “401(k) Plan”) for substantially all of its employees. Eligible employees may make pre-tax or post-tax (Roth) contributions to the 401(k) Plan up to statutory limits. The Company does not make contributions to the plan.

Related Parties and Related-Party Transactions	6 Months Ended	12 Months Ended
Related Parties and Related-Party Transactions	Jun. 30, 2020	Dec. 31, 2019
Related Party Transactions [Abstract]
Related Parties and Related-Party Transactions	12. Related Parties and Related-Party Transactions On October 16, 2014, the Company entered into a collaboration agreement with Adimab, LLC. The Company’s co-founder has a direct ownership interest in Adimab, LLC. The Company recorded research and development expense of $0 million and $0.5 in connection with this agreement during six months ended June 30, 2020 and 2019, respectively. On September 18, 2017, the Company entered into a software license and services agreement with StackWave, LLC. A former employee of the Company is the co-founder and has a direct ownership interest in StackWave, LLC. The Company recorded capitalized software of $0.2 million and $0.7 million for the six months ended June 30, 2020 and 2019, respectively.	14. Related Parties and Related-Party Transactions On October 16, 2014, the Company entered into a collaboration agreement with Adimab, LLC. The Company’s co-founder has a direct ownership interest in Adimab, LLC. The Company recorded $1.5 million and $0 in research and development expense related to Adimab, LLC for the years ended December 31, 2019 and 2018, respectively. On September 18, 2017, the Company entered into a software license and services agreement with StackWave, LLC. An employee of the Company is the co-founder and has a direct ownership interest in StackWave, LLC. The Company recorded software expense of $20,000 and $37,000 in general and administration expense related to StackWave, LLC for the years ended December 31, 2019 and 2018, respectively. The Company also recorded capitalized software of $0.1 and $0.3 related to StackWave, LLC for the years ended December 31, 2019 and 2018, respectively.

Income Taxes

12 Months Ended

Dec. 31, 2019

Income Tax Disclosure [Abstract]

Income Taxes

15. Income Taxes

Compass Therapeutics LLC is organized as a Delaware Limited Liability Company (LLC), treated as a partnership for federal and state income tax purposes. As such, members are allocated their share of the Company’s income/loss and are responsible for any federal, Massachusetts or any other state income taxes thereon. No federal or Massachusetts income taxes related to the LLC are recorded in the consolidated financial statements. The Company’s wholly owned subsidiary, Compass Therapeutics Advisors Inc., is organized as a C-corporation and is subject to federal and state income taxes. All such taxes have been recorded in the consolidated financial statements.

The federal and state income tax provision is summarized as follows (in thousands):


	2019			2018
Current
Federal	$	(61	)	$	(64	)
State		(30	)		(39	)

		(91	)		(103	)
Deferred
Federal		—			—
State		—			—

Total provision for income taxes	$	(91	)	$	(103	)

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. Significant components of the Company’s deferred tax assets are as follows (in thousands):


	2019			2018
Short-Term Deferred tax asset
Net operating losses	$	—		$	26

Deferred tax asset before valuation allowance		—			26
Short-Term Valuation allowance					(26	)

Net short-term deferred tax asset	$	—		$	—

Long-Term Deferred tax asset
R&D and other credit carryforwards		1,511			980

Deferred tax asset before valuation allowance		1,511			980
Long-Term Valuation allowance		(1,511	)		(980	)

Net long-term deferred tax asset	$	—		$	—

Management of the Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets, which principally comprise of research and development credits. Starting in 2017, the Company is able to utilize a portion of its research and development credit against payroll taxes due to new federal tax legislation. The election was not made in 2019. The amounts listed above for 2018 are net of the portion applied against payroll. Management has considered the Company’s history of losses and excess credits and concluded that it is more likely than not that the Company will not recognize all of the benefit of federal deferred tax assets and all of the benefit of state deferred tax assets. Accordingly, a short-term valuation allowance of $0 and $0.1 and a long-term valuation allowance of $1.5 and $1.0 have been established at December 31, 2019 and 2018, respectively.

The Company does not have any liabilities related to uncertain tax positions as of December 31, 2019 and 2018.

- 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

Subsequent Events	6 Months Ended	12 Months Ended
Subsequent Events	Jun. 30, 2020	Dec. 31, 2019
Subsequent Events [Abstract]
Subsequent Events	13. Subsequent Events In July 2020, the Company entered into a manufacturing agreement with a contract manufacturing organization, or CMO, for the good manufacturing practice, or GMP, of the Company’s second clinical candidate, the bi-specific antibody CTX-8371. The CMO is eligible to receive up to $4.85 million in payments as certain protocol and manufacturing stages are completed. The contract is cancelable by the Company or CMO upon written notification to the other party within a specified period of time.	16. Subsequent Events For its consolidated financial statements as of December 31, 2019 and for the year then ended, the Company evaluated subsequent events through June 23, 2020, the date on which those financial statements were issued, and the following subsequent events were noted. *Merger Transaction* On June 19, 2020, Olivia Ventures, Inc., Acquisition Sub, Compass Therapeutics Acquisition, Blockers, Blockers Merger Subs and Blocker Holders entered into the Merger Agreement with Compass Therapeutics LLC, pursuant to which Compass Acquisition Sub merged with and into Compass Therapeutics LLC, with Compass Therapeutics continuing as the surviving entity and Acquisition Sub’ wholly-owned subsidiary, and each Blocker Merger Sub merged with and into the applicable Blocker, with each Blocker continuing as the surviving entity and Blocker Merger Subs’ wholly-owned subsidiary. As a result of the Merger, we acquired the business of Compass Therapeutics. At the Effective Time, an aggregate of 31,627,139 shares of our common stock were issued to holders of common and preferred membership units of Compass Therapeutics and to the holders of equity interests of the Blockers, after adjustments due to rounding for fractional shares. With respect to 15 holders of an aggregate of 131,472 Compass Therapeutics common membership units who were not accredited investors, we paid an aggregate of approximately $68 thousand in cash in consideration for cancelling such membership units in connection with the Merger. In addition, 2,930,836 shares of our common stock were reserved for issuance under our 2020 Stock Option and Incentive Plan. Immediately prior to the Effective Time, an aggregate of 4,000,000 of the 5,000,000 shares of our common stock held by pre-Merger stockholders of Olivia Ventures, Inc. were forfeited and surrendered for cancellation. The Merger and the Blocker Mergers were treated as a recapitalization and reverse acquisition by us for financial reporting purposes. Compass Therapeutics is considered the acquirer for accounting purposes, and our historical financial statements before the Merger will be replaced with the historical financial statements of Compass Therapeutics before the Merger in future filings with the SEC. The Merger is intended to be treated as a tax-free reorganization under Section 368(a) of the Code. *The Offering* On June 19, 2020, we sold 12,096,442 shares of our common stock pursuant to the initial closing of the offering for up to 14,000,000 shares of our common stock, at a purchase price of $5.00 per share for approximately $54 million in net proceeds. The Offering closed on June 19, 2020. We may hold one or more subsequent closings at any time prior to July 19, 2020, unless otherwise extended, to sell any remaining shares in the Offering. We may also sell up to an additional 2,000,000 shares of our common stock at the Offering Price to cover over-subscriptions in the event the Offering is oversubscribed. *Operating Leases* On January 8, 2020, the Company extended its lease on the laboratory and office space in Cambridge, MA through January 2021. Total additional lease payments expected in 2020 and 2021 as a result of the extension were approximately $1.8. *Coronavirus (“COVID-19”)* In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a pandemic which continues to spread throughout the United States and the world. The Company is monitoring the outbreak of COVID-19 and the related business and travel restrictions and changes to behavior intended to reduce its spread, in addition to the impact on its employees. The Company is not able to predict the ultimate impact that COVID -19 will have on its business; however, if the current economic conditions continue the Company will be forced to significantly scale back its business operations and its growth plans, and could ultimately have a significant negative impact on the Company.

Summary of Significant Accounting Policies (Policies)

6 Months Ended

12 Months Ended

Jun. 30, 2020

Dec. 31, 2019

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Principles of Consolidation

Principles of Consolidation

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, the accrual of research and development expenses, the valuation of the preferred equity call right liability, the valuation of the embedded derivative, the valuation of common units and estimates associated with unit-based awards. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Actual results could differ from those estimates. Changes in estimates are recorded in the period that they become known.

Segment Information

Segment Information

Operating segments are defined as components of an enterprise for which separate and discrete information is available for evaluation by the chief operating decision-maker in deciding how to allocate resources and assess performance. The Company has one operating segment. The Company’s chief operating decision maker, its chief executive officer, manages the Company’s operations on a consolidated basis for the purpose of allocating resources. All of the Company’s long-lived assets are held in the United States.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid investments that are readily convertible into cash with original maturities of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents include cash held in banks and amounts held in money market funds. Cash equivalents are stated at cost, which approximates market value. Cash equivalents consisted of money market funds of $22.8 million and $55.3 million at December 31, 2019 and 2018, respectively.

Restricted Cash

Restricted Cash

Concentrations of Credit Risk and Off-Balance Sheet Risk

Concentrations of Credit Risk and Off-Balance Sheet Risk

As of December 31, 2019 and 2018, the Company had no off-balance sheet risks such as foreign exchange contracts, option contracts or other hedging arrangements.

Property and Equipment

Property and Equipment


	Estimated Useful Life
Asset Classification
Equipment		5 years
Furniture and fixtures		7 years
Software		5 years
Leasehold improvements		Lesser of estimated useful life or lease term

Property and Equipment


	Estimated Useful Life
Asset classification
Equipment		5 years
Furniture and fixtures		7 years
Software		5 years
Leasehold improvements		Lesser of estimated useful life or lease term

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized in loss from operations when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. The Company did not record any impairment losses on long-lived assets during the years ended December 31, 2019 or 2018.

Fair Value Measurements

Fair Value Measurements

•

Level 1—Quoted prices in active markets for identical assets or liabilities.

•

Fair Value Measurements

•

Level 1—Quoted prices in active markets for identical assets or liabilities.

•

The Company’s cash equivalents are carried at fair value according to the fair value hierarchy described above and were determined based on Level 1 measurements (see Note 4). The Company’s restricted cash is carried at fair value according to the fair value hierarchy described above and were determined based on Level 2 measurements (see Note 4). The carrying values of other current assets and accounts payable approximate their fair value due to the short-term nature of these assets and liabilities. The carrying values of the Company’s loan approximated its fair value as of December 31, 2019 and March 31, 2020 due to its variable interest rate. The fair value of the loan related embedded derivative (see Note 4) was determined based on Level 3 measurements.

Deferred Offering Costs

Deferred Offering Costs

Research and Development Costs

Research and Development Costs

Costs associated with internal research and development and external research and development services, including drug development and preclinical studies, are expensed as incurred. Research and development expenses include costs for salaries, employee benefits, subcontractors, facility-related expenses, depreciation and amortization, unit-based compensation, third-party license fees, laboratory supplies, and external costs of outside vendors engaged to conduct discovery, preclinical and clinical development activities and clinical trials as well as to manufacture clinical trial materials, and other costs. The Company recognizes external research and development costs based on an evaluation of the progress to completion of specific tasks using information provided to the Company by its service providers.

Costs associated with licenses of technology acquired as part of collaborative arrangements are expensed as incurred and are generally included in research and development expense in the consolidated statements of operations if it is determined the license has no alternative future use.

Accrued Research and Development Expenses

Accrued Research and Development Expenses

Debt Issuance Costs

Debt Issuance Costs

The Company’s consolidated financial statements present debt issuance costs related to a recognized debt liability as a direct reduction from the carrying amount of that debt liability.

Patent Costs

Patent Costs

Stock-Based Compensation

Stock-Based Compensation

Unit-Based Compensation

Income Taxes

Income Taxes

Net Loss per Share

Net Loss per Share


	June 30,
	2020		2019
Common stock issued upon vesting of share-based award		1,254,965		2,038,955
Preferred stock as converted		—		30,629,606
Warrants to purchase common stock		—		3,114,145

Total		1,254,965		35,782,706

Net Loss per Unit

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

Summary of Significant Accounting Policies (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2020

Dec. 31, 2019

Accounting Policies [Abstract]

Schedule of Estimated Useful Lives of Assets

Depreciation and amortization are recorded using the straight-line method over the estimated useful lives of the related assets as follows:


	Estimated Useful Life
Asset Classification
Equipment		5 years
Furniture and fixtures		7 years
Software		5 years
Leasehold improvements		Lesser of estimated useful life or lease term


	Estimated Useful Life
Asset classification
Equipment		5 years
Furniture and fixtures		7 years
Software		5 years
Leasehold improvements		Lesser of estimated useful life or lease term

Schedule of Potentially Dilutive Securities Outstanding Excluded from Computation of Diluted Weighted Average Shares Outstanding


	June 30,
	2020		2019
Common stock issued upon vesting of share-based award		1,254,965		2,038,955
Preferred stock as converted		—		30,629,606
Warrants to purchase common stock		—		3,114,145

Total		1,254,965		35,782,706

Fair Value Measurements (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2020

Dec. 31, 2019

Fair Value Disclosures [Abstract]

Summary of Financial Assets and Liabilities are Measured at Fair Value on Recurring Basis


	Fair Value Measurements as of June 30, 2020:
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value
Assets
Cash equivalents—money market funds	$	62,104	$	—	$	—	$	62,104
Restricted cash		—		263		—		263

Total assets	$	62,104	$	263	$	—	$	62,367

Liabilities
Derivative liability related to loan	$	—	$	—	$	—	$	—

Total liabilities	$	—	$	—	$	—	$	—


	Fair Value Measurements as of December 31, 2019:
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value
Assets
Cash equivalents—money market funds	$	22,784	$	—	$	—	$	22,784
Restricted cash		—		263		—		263

Total assets	$	22,784	$	263	$	—	$	23,047

Liabilities
Derivative liability related to loan	$	—	$	—	$	494	$	494

Total liabilities	$	—	$	—	$	494	$	494


	Fair Value Measurements as of December 31, 2019 Using:
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value at December 31,
Assets
Cash equivalents—money market funds	$	22,784	$	—	$	—	$	22,784
Restricted cash		—		263		—		263

Total assets	$	22,784	$	263	$	—	$	23,047


Liabilities
Derivative liability related to loan	$	—	$	—	$	494	$	494

Total liabilities	$	—	$	—	$	494	$	494


	Fair Value Measurements as of December 31, 2018 Using:
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value at December 31,
Assets
Cash equivalents—money market funds	$	55,291	$	—	$	—	$	55,291
Restricted cash		—		262		—		262

Total assets	$	55,291	$	262	$	—	$	55,553


Liabilities
Long term call right liability	$	—	$	—	$	390	$	390

Total liabilities	$	—	$	—	$	390	$	390

Schedule of Fair Value Inputs Quantitative Information

The following table provides a rollforward of the cumulative fair values of the Company’s call right liability for which fair value is determined by Level 3 inputs (in thousands):


Balances at December 31, 2017	$	313
Decrease in fair value of call right liability at issuance of Series A-5		(313	)

Balances at December 31, 2018	$	—

Schedule of Aggregate Fair Values of Derivative Liability

The following table provides a roll forward of the aggregate fair values of the Company’s derivative liability (in thousands):


	Derivative Liability
Balance at December 31, 2019	$	494
Change in fair value		556
Payment of success fee		(1,050	)

Balance at June 30, 2020	$	—

The following table provides a roll forward of the aggregate fair values of the Company’s derivative liability, for which fair value is determined using Level 3 inputs (in thousands):


Balances at December 31, 2017	$	—
Initial fair value of derivative liability in connection with loan		323
Change in fair value		67

Balances at December 31, 2018		390
Change in fair value		104

Balances at December 31, 2019	$	494

Property and Equipment (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2020

Dec. 31, 2019

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consist of the following (in thousands):


	June 30, 2020			December 31, 2019
Equipment	$	7,030		$	7,230
Furniture and fixtures		629			629
Leasehold improvements		896			896
Software		912			669
Assets not yet placed in service		—			230

Total property and equipment–at cost		9,467			9,654
Less: Accumulated depreciation and amortization		(6,638	)		(5,903	)

Property and equipment, net	$	2,829		$	3,751

Property and equipment as of December 31, 2019 and 2018, consisted of the following (in thousands):


	2019			2018
Equipment	$	7,230		$	6,904
Furniture and fixtures		629			599
Leasehold Improvements		896			1,172
Software		669			581
Assets not yet placed in service		230			207

Total property and equipment–at cost		9,654			9,463
Less: Accumulated depreciation and amortization		(5,903	)		(4,096	)

Property and equipment, net	$	3,751		$	5,367

Accrued Expenses (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2020

Dec. 31, 2019

Payables and Accruals [Abstract]

Components of Accrued Expenses

Accrued expenses consist of the following (in thousands):


	June 30, 2020		December 31, 2019
Compensation and benefits	$	455	$	1,759
Research and development expenses		223		249
Legal and professional fees		957		417
Sales taxes		—		554
Other		939		143

Total accrued expenses	$	2,574	$	3,122

Accrued expenses as of December 31, 2019 and 2019 consisted of the following (in thousands):


	2019		2018
Accrued employee compensation and benefits	$	1,759	$	1,196
Accrued external research and development expenses		249		401
Accrued legal fees		417		279
Accrued interest expense		87		91
Accrued federal and state taxes		1		44
Accrued sales taxes		554		475
Other accrued expenses		55		171

Total accrued expenses	$	3,122	$	2,657

Loan Payable (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2020

Dec. 31, 2019

Debt Disclosure [Abstract]

Schedule of Aggregate Principal Amount of Debt Outstanding

The aggregate principal amount of debt outstanding consisted of the following (in thousands):


	June 30, 2020			December 31, 2019
Current portion of debt	$	7,500		$	5,625
Less: unamortized debt discount		(46	)		(49	)

Current portion of debt, net of debt discount	$	7,454		$	5,576

Long-term debt, net of current portion	$	5,625		$	9,375
Less: unamortized debt discount		(35	)		(82	)

Long-term debt, net of current portion	$	5,590		$	9,293


	December 31, 2018
Current liabilities:
Term loan under the 2018 Loan Agreement	$	3,750
Unamortized debt discount		(62	)

Loans payable, net of discount		3,688
Non-current liabilities:
Term loan under 2018 Loan Agreement		11,250
Unamortized debt discount		(186	)

Loans payable, net of discount and current portion		11,064

Total loans payable, net of discount	$	14,752


	December 31, 2019
Current liabilities:
Term loan under the 2018 Loan Agreement	$	5,625
Unamortized debt discount		(49	)

Loans payable, net of discount		5,576
Non-current liabilities:
Term loan under 2018 Loan Agreement		9,375
Unamortized debt discount		(82	)

Loans payable, net of discount and current portion		9,293

Total loans payable, net of discount	$	14,869

Schedule of Aggregate Minimum Future Principal Payments

As of June 30, 2020, the aggregate minimum future principal payments due in connection with the 2018 Loan Agreement, as amended, are as follows (in thousands):


Year Ending December 31,
2020	$	3,750
2021		7,500
2022		1,875

	$	13,125

As of December 31, 2019, the aggregate minimum future principal payments due in connection with the 2018 Loan Agreement, as amended, are summarized as follows (in thousands):


Year Ending December 31, 2020
2020	$	5,625
2021		7,500
2022		1,875

	$	15,000

Convertible Preferred Stock and Stockholders' Equity (Deficit) (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2020

Dec. 31, 2019

Equity [Abstract]

Summary of Convertible Preferred Stock Shares Outstanding

As of December 31, 2019, convertible preferred stock consisted of the following shares outstanding:


	Shares
Series A-1		64,704,832
Series A-2		36,782,734
Series A-3		23,467,151
Series A-4		15,253,415
Series A4B		22,216,583
Series A-5		44,739,689

		207,164,404

As of December 31, 2019 and 2018, the preferred units consisted of the following:


Preferred Units	Preferred Units Issued and Outstanding		Liquidation Preference (in thousands)
Series A-1		64,704,832	$	15,978
Series A-2		36,782,734		15,000
Series A-3		23,467,151		15,000
Series A-4		15,253,415		15,000
Series A4B		22,216,583		21,848
Series A-5		44,739,689		49,214

		207,164,404	$	132,040

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=65888546&loc=d3e21300-112643

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21553-112644

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 480
-SubTopic 10
-Section S99
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=65877616&loc=d3e177068-122764

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21538-112644

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21521-112644

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21488-112644

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21506-112644

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(27))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21484-112644

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644

+ Details

Stock-Based Compensation (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2020

Dec. 31, 2019

Share-based Payment Arrangement [Abstract]

Summary of Outstanding Warrants

A summary of the outstanding warrants at both December 31, 2019 and March 31, 2020 is as follows:


Date Granted	Number		Exercise Price		Expiration Date
6/17/2015		5,267,959	$	2.8474		7/17/2022
12/7/2015		5,267,959	$	2.8474		7/17/2022
9/7/2016		5,268,035	$	2.8474		7/17/2022
7/11/2017		5,268,034	$	2.8474		7/17/2022

Schedule of Unvested Profits Interest Unit Activity

Unvested profits interests unit’s activity for the year ended December 31, 2019 and 2018, was as follows:


	Number of Nonvested Profits Interests			Weighted Average Grant Date Fair Value
Outstanding at January 1, 2018		9,765,439			0.08
Granted		16,143,382			0.22
Vested		(4,790,327	)		0.07
Forfeited		(1,186,217	)		0.12

Outstanding at December 31, 2018		19,932,277			0.19

Granted		19,643,100			0.16
Vested		(7,044,620	)		0.14
Forfeited		(10,588,658	)		0.21

Outstanding at December 31, 2019		21,942,099			0.18


Expected to vest at December 31, 2018		19,932,277

Expected to vest at December 31, 2019		21,942,099

Schedule of Value Profits Interests Granted

The assumptions used to value profits interests granted during the six months ended June 30, 2020 and 2019 are as follows:


	June 30, 2020			June 30, 2019
Expected term (in years)		6.0			6.0
Risk-free rate		0.36	%		2.43	%
Expected volatility		140.45	%		72.02	%
Expected dividend yield		0	%		0	%

The assumptions used to value profits interests granted during the years ended December 31, 2019 and 2018 were as follows:


	2019			2018
Expected term (in years)		6.0			6.0
Risk-free rate		1.74	%		2.51	%
Expected volatility		72.75	%		60.28	%
Expected dividend yield		0.00	%		0.00	%

Schedule of Unvested Restricted Stock Activity

A summary of the Company’s unvested restricted stock activity and related information during the six months ended June 30, 2020 is as follows:


Weighted Average Grant Date Fair Value
Nonvested, January 1, 2020	2,038,955		2.04
Granted	879		2.34
Vested	(150,379	)	0.57
Forfeited or canceled	(634,491	)	1.83

Nonvested, June 30, 2020	1,254,965		2.33

Schedule of Stock-Based Compensation Activity

The Company has recognized the following compensation cost related to employee and non-employee stock-based compensation activities (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019
Research and development	$	31	$	61	$	112	$	175
General and administrative		152		124		318		265

Total	$	183	$	185	$	430	$	440

Commitments and Contingencies (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2020

Dec. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

Future Minimum Rental Payments under Leases

The future minimum rental payments under the leases as of June 30, 2020 are as follows:


	Amount
Year Ending December 31,
2020	$	962
2021		160

	$	1,122

The future minimum rental payments under the leases as of December 31, 2019 are as follows (in thousands):


	Amount
Year Ending December 31,
2020	$	302
2021		13

	$	315

Severance Costs (Tables)

12 Months Ended

Dec. 31, 2019

Restructuring and Related Activities [Abstract]

Schedule of Severance Costs

The costs recorded and paid are summarized as follows for the year ended December 31, 2019 (in thousands):


Balances at December 31, 2017	$	—
Additional severance agreements		294
Payments		(74	)

Balances at December 31, 2018	$	220

Additional severance agreements		447
Payments		(667	)

Balances at December 31, 2019	$	—

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2019

Income Tax Disclosure [Abstract]

Schedule of Income before Income Tax, Domestic and Foreign

The federal and state income tax provision is summarized as follows (in thousands):


	2019			2018
Current
Federal	$	(61	)	$	(64	)
State		(30	)		(39	)

		(91	)		(103	)
Deferred
Federal		—			—
State		—			—

Total provision for income taxes	$	(91	)	$	(103	)

Schedule of Components of Income Tax Expense (Benefit)

Significant components of the Company’s deferred tax assets are as follows (in thousands):


	2019			2018
Short-Term Deferred tax asset
Net operating losses	$	—		$	26

Deferred tax asset before valuation allowance		—			26
Short-Term Valuation allowance					(26	)

Net short-term deferred tax asset	$	—		$	—

Long-Term Deferred tax asset
R&D and other credit carryforwards		1,511			980

Deferred tax asset before valuation allowance		1,511			980
Long-Term Valuation allowance		(1,511	)		(980	)

Net long-term deferred tax asset	$	—		$	—

Liquidity, Uncertainties and Going Concern - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended				6 Months Ended		12 Months Ended
	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Liquidity Uncertainties And Going Concern [Abstract]
Net loss	$ (5,557)	$ (6,402)	$ (8,809)	$ (10,771)	$ (11,959)	$ (19,580)	$ (34,744)	$ (38,286)
Accumulated deficit	$ 133,867				$ 133,867		$ 121,908	$ 87,164

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121641772&loc=SL7669619-108580

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8924-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22595-107794

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121641772&loc=SL7669625-108580

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-URI http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=121586364&loc=d3e3602-108585

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22663-107794

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=75031198&loc=d3e14064-108612

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22583-107794

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121326447&loc=SL5780133-109256

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22658-107794

+ Details

Summary of Significant Accounting Policies - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2019 USD ($) Segment	Dec. 31, 2018 USD ($)	Jun. 30, 2020 USD ($)	Jul. 01, 2016 USD ($)
Summary Of Significant Accounting Policies [Line Items]
Number of operating segments \| Segment	1
restricted cash	$ 200,000
Letter of credit				$ 100,000
Impairment losses on long-lived assets	0	$ 0
Deferred offering costs	0	0
expected dividend yield	0.00
Money Market Funds
Summary Of Significant Accounting Policies [Line Items]
Cash equivalents	$ 22,800,000	$ 55,300,000	$ 62,100,000
ASU 2018-13 [Member]
Summary Of Significant Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted	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		true

Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Assets (Detail)	6 Months Ended	12 Months Ended
	Jun. 30, 2020	Dec. 31, 2019
Equipment
Estimated useful life	5 years	5 years
Furniture and Fixtures
Estimated useful life	7 years	7 years
Software
Estimated useful life	5 years	5 years
Leasehold Improvements
Estimated useful life	Lesser of estimated useful life or lease term	Lesser of estimated useful life or lease term

Fair Value Measurements - Summary of Financial Assets and Liabilities are Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019	Dec. 31, 2018
Liabilities
Derivative liability related to loan		$ 494	$ 390
Fair Value Measurements Recurring
Assets
Restricted cash	$ 263	263	262
Total assets	62,367	23,047	55,553
Liabilities
Derivative liability related to loan		494	390
Total liabilities		494	390
Fair Value Measurements Recurring \| Money Market Funds
Assets
Cash equivalents - money market funds	62,104	22,784	55,291
Fair Value Measurements Recurring \| Quoted Prices in Active Markets for Identical Assets (Level 1)
Assets
Total assets	62,104	22,784	55,291
Fair Value Measurements Recurring \| Quoted Prices in Active Markets for Identical Assets (Level 1) \| Money Market Funds
Assets
Cash equivalents - money market funds	62,104	22,784	55,291
Fair Value Measurements Recurring \| Significant Other Observable Inputs (Level 2)
Assets
Restricted cash	263	263	262
Total assets	$ 263	263	262
Fair Value Measurements Recurring \| Significant Unobservable Inputs (Level 3)
Liabilities
Derivative liability related to loan		494	390
Total liabilities		$ 494	$ 390

Fair Value Measurements - Additional Information (Detail) $ in Millions	12 Months Ended
	Dec. 31, 2019 USD ($)
Monte Carlo Simulation [Member]
Total unit value	$ 67.5
Fair Value Assumptions Expected Term	9 months
Fair Value Assumptions Expected Volatility Rate	64.20%
Fair Value Assumptions Risk Free Interest Rate	0.53%
Option Pricing Model [Member]
Total unit value	$ 0.0
Option Pricing Model [Member] \| Minimum [Member]
Fair Value Assumptions Expected Term	2 years 14 days
Fair Value Assumptions Expected Volatility Rate	67.40%
Fair Value Assumptions Risk Free Interest Rate	0.75%
Option Pricing Model [Member] \| Maximum
Fair Value Assumptions Expected Term	3 years 14 days
Fair Value Assumptions Expected Volatility Rate	68.70%
Fair Value Assumptions Risk Free Interest Rate	0.87%

Fair Value Measurement - Schedule of cumulative fair values of the Company's call right liability (Detail) $ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($)
Balances at December 31, 2017	$ 0
Balances at December 31, 2018	390
Call Right Liability
Balances at December 31, 2017	313
Decrease in fair value of call right liability at issuance of Series A-5	(313)
Balances at December 31, 2018	$ 0

Fair Value Measurements - Schedule of Aggregate Fair Values of Derivative Liability (Detail) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2020	Dec. 21, 2019	Dec. 31, 2018
Fair Value Disclosures [Abstract]
Balances at December 31, 2017	$ 494		$ 0
Initial fair value of derivative liability in connection with loan			323
Change in fair value	556	$ 104	67
Payment of success fee	$ (1,050)
Balances at December 31, 2018		$ 494	$ 390

Property and Equipment - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019	Dec. 31, 2018
Property, Plant and Equipment [Line Items]
Total property and equipment-at cost	$ 9,467	$ 9,654	$ 9,463
Less: Accumulated depreciation and amortization	(6,638)	(5,903)	(4,096)
Property and equipment, net	2,829	3,751	5,367
Equipment
Property, Plant and Equipment [Line Items]
Total property and equipment-at cost	7,030	7,230	6,904
Furniture and Fixtures
Property, Plant and Equipment [Line Items]
Total property and equipment-at cost	629	629	599
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Total property and equipment-at cost	896	896	1,172
Software
Property, Plant and Equipment [Line Items]
Total property and equipment-at cost	$ 912	669	581
Assets Not Yet Placed in Service
Property, Plant and Equipment [Line Items]
Total property and equipment-at cost		$ 230	$ 207

Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Property, Plant and Equipment [Abstract]
Total depreciation and amortization expense	$ 0.4	$ 0.5	$ 0.9	$ 1.1	$ 2.1	$ 1.9

Accrued Expenses - Components of Accrued Expenses (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Jun. 30, 2020
Other Liabilities Disclosure [Abstract]
Accrued employee compensation and benefits	$ 1,759	$ 1,196	$ 455
Accrued external research and development expenses	249	401	223
Accrued legal fees	417	279	957
Accrued interest expense	87	91
Accrued federal and state taxes	1	44
Accrued sales taxes	554	475
Other	55	171	939
Total accrued expenses	$ 3,122	$ 2,657	$ 2,574

Loan Payable - Additional Information (Detail) - USD ($) $ in Thousands			1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Sep. 26, 2018	Mar. 30, 2018	Oct. 31, 2019	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Long term debt								$ 14,869	$ 14,752
Interest expense				$ 200	$ 300	$ 500	$ 600
Success fee payment				$ 1,100		$ 1,100
Pacific Western Bank Inc [Member] \| Second Amendment [Member]
Debt Instrument [Line Items]
Debt instrument depository covenant description								In March 2019, the Company entered into the Second Amendment to the 2018 Loan Agreement (the "Second Amendment"), which extended the second milestone date from March 31, 2019 to April 30, 2019. The first milestone was achieved in February 2018 which extended the interest only period through September 30, 2019
Pacific Western Bank Inc [Member] \| Term Loan Facility [Member]
Debt Instrument [Line Items]
Debt instrument face amount		$ 15,000
Debt instrument, maturity date		Mar. 01, 2022				Mar. 31, 2022
Debt proceeds		$ 15,000				$ 15,000
Debt instrument, interest rate				6.25%		6.25%		6.25%
Increase in interest rate in case of default						5.00%		5.00%
Term loan facility payment terms						The Company made interest-only payments through March 31, 2020. Beginning in April 2020, the Company is obligated to make equal monthly principal payments of $625,000 through March 31, 2022 when the notes mature.		The Company is required to make monthly payments of interest only, beginning on April 1, 2018 and continuing through March 30, 2019 (the “Interest Only End Date”), at which time the Company would begin making payments on the principal from April 1, 2019 through the Maturity Date. However, upon the achievement of certain milestones, the Interest Only End Date would be extended through September 30, 2019 or March 30, 2020, and the Maturity Date would be extended to September 1, 2022. The 2018 Loan Agreement allows for prepayment in full of the outstanding principal at any time, subject to a prepayment charge that is dependent on the prepayment date
Liquidity event description								A Liquidity Event is defined as (a) any sale, license, or other disposition of all or substantially all of the assets of the Company, (b) any reorganization, consolidation, merger or sale of the voting securities of the Company or any other transaction where the holders of a Company?s securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction, or (c) an initial public offering of a Company?s equity securities.
Interest expense								$ 1,200	800
Interest expense related to amortization of debt discount								100	100
Unamortized debt discount								$ 100	$ 200
Debt instrument, interest rate during period						6.75%
Frequency of periodic payment						Monthly
Equal monthly principal payments						$ 625
Pacific Western Bank Inc [Member] \| Term Loan Facility [Member] \| First Amendment [Member]
Debt Instrument [Line Items]
Success fee payment	1.1
Pacific Western Bank Inc [Member] \| Term Loan Facility [Member] \| Third Amendment [Member]
Debt Instrument [Line Items]
Debt instrument depository covenant description			In October 2019, the Company entered into the Third Amendment to the 2018 Loan Agreement (the "Third Amendment"), which extended the Interest Only End Date to March 31, 2020.
Minimum cash balance			$ 6,000
Additional finance proceeds			$ 40,000
Pacific Western Bank Inc [Member] \| Term Loan Facility [Member] \| Maximum
Debt Instrument [Line Items]
Percentage of voting securities held at the time of liquidity event								50.00%
Pacific Western Bank Inc [Member] \| Term Loan Facility [Member] \| Tranche One [Member]
Debt Instrument [Line Items]
Success fee payment								0.8
Pacific Western Bank Inc [Member] \| Term Loan Facility [Member] \| Tranche One [Member] \| First Amendment [Member]
Debt Instrument [Line Items]
Success fee payment	0.8
Pacific Western Bank Inc [Member] \| Term Loan Facility [Member] \| Tranche One and Two [Member]
Debt Instrument [Line Items]
Success fee payment								1.1
Pacific Western Bank Inc [Member] \| Term Loan Facility [Member] \| Tranche Two [Member] \| First Amendment [Member]
Debt Instrument [Line Items]
Success fee payment	0.3
Pacific Western Bank Inc [Member] \| Term Loan Facility [Member] \| Tranche One [Member]
Debt Instrument [Line Items]
Debt proceeds		10,000
Pacific Western Bank Inc [Member] \| Term Loan Facility [Member] \| Tranche Two [Member]
Debt Instrument [Line Items]
Debt proceeds		$ 5,000
Pacific Western Bank Inc [Member] \| Term Loan Facility [Member] \| Milestone 1 [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate								6.25%
Prime Rate [Member] \| Pacific Western Bank Inc [Member] \| Term Loan Facility [Member]
Debt Instrument [Line Items]
Debt instrument, applicable margin interest rate						2.00%		2.00%
Prime Rate [Member] \| Pacific Western Bank Inc [Member] \| Term Loan Facility [Member] \| Milestone 1 [Member]
Debt Instrument [Line Items]
Debt instrument, applicable margin interest rate								1.50%

Loan Payable - Schedule of Aggregate Principal Amount of Debt Outstanding (Detail) - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019	Dec. 31, 2018
Current liabilities:
Current portion of debt	$ 7,500
Less: unamortized debt discount	(46)	$ (49)	$ (62)
Current portion of debt, net of debt discount	7,454	5,576	3,688
Non-currentliabilities:
Long-term debt, net of current portion	5,625
Less: unamortized debt discount	(35)	(82)	(186)
Loans payable, net of discount and current portion	$ 5,590	9,293	11,064
Total loans payable, net of discount		14,869	14,752
'2018 Loan Agreement [Member]
Current liabilities:
Current portion of debt		5,625	3,750
Non-currentliabilities:
Long-term debt, net of current portion		$ 9,375	$ 11,250

Loan Payable - Schedule of Aggregate Minimum Future Principal Payments (Detail) - '2018 Loan Agreement [Member] - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
2020	$ 3,750
2020	7,500	$ 5,625
2021	1,875	7,500
2022		1,875
Long-term debt	$ 13,125	$ 15,000

Preferred Units and Associated Call Right Liability - Summary of Convertible Preferred Stock Shares Outstanding (Detail) - USD ($)	Jun. 30, 2020	Dec. 31, 2019	Dec. 31, 2018
Class Of Stock [Line Items]
Temporary equity liquidation preference, value		$ 132,039,394	$ 132,039,394
Convertible preferred stock, shares issued	0	207,164,404	207,164,404
Convertible preferred stock, shares outstanding	0	207,164,404	207,164,404
Series A-1
Class Of Stock [Line Items]
Temporary equity liquidation preference, value		$ 15,978,000	$ 15,978,000
Convertible preferred stock, shares issued		64,704,832	64,704,832
Convertible preferred stock, shares outstanding		64,704,832	64,704,832
Series A-2
Class Of Stock [Line Items]
Temporary equity liquidation preference, value		$ 15,000,000	$ 15,000,000
Convertible preferred stock, shares issued		36,782,734	36,782,734
Convertible preferred stock, shares outstanding		36,782,734	36,782,734
Series A-3
Class Of Stock [Line Items]
Temporary equity liquidation preference, value		$ 15,000,000	$ 15,000,000
Convertible preferred stock, shares issued		23,467,151	23,467,151
Convertible preferred stock, shares outstanding		23,467,151	23,467,151
Series A-4
Class Of Stock [Line Items]
Temporary equity liquidation preference, value		$ 15,000,000	$ 15,000,000
Convertible preferred stock, shares issued		15,253,415	15,253,415
Convertible preferred stock, shares outstanding		15,253,415	15,253,415
Series A4B
Class Of Stock [Line Items]
Temporary equity liquidation preference, value		$ 21,848,000	$ 21,848,000
Convertible preferred stock, shares issued		22,216,583	22,216,583
Convertible preferred stock, shares outstanding		22,216,583	22,216,583
Series A-5
Class Of Stock [Line Items]
Temporary equity liquidation preference, value		$ 49,214,000	$ 49,214,000
Convertible preferred stock, shares issued		44,739,689	44,739,689
Convertible preferred stock, shares outstanding		44,739,689	44,739,689

Preferred Units and Associated Call Right Liability - Additional Information (Detail) - USD ($)	1 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2018	Jun. 30, 2020	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Class Of Stock [Line Items]
Conversion of stock description			Ten for one
Proceeds from issuance of common stock, gross	$ 49,200,000
Issuance costs	100,000
Proceeds from issuance of common stock, net	48,400,000	$ 60,482,000
Profits interests using option pricing model approach	700,000
Fair value of call right liability	0
Decrease to call right liability				$ 300,000
Series A-1
Class Of Stock [Line Items]
Conversion price			$ 0.2885
Temporary equity redemption price per share			0.2885
Series A-2
Class Of Stock [Line Items]
Conversion price			0.4078
Temporary equity redemption price per share			$ 0.4078
Purchase units			36,782,737
Purchase price per units			$ 0.4078
Series A-3
Class Of Stock [Line Items]
Conversion price			0.6392
Temporary equity redemption price per share			$ 0.6392
Purchase units			23,466,834
Purchase price per units			$ 0.6392
Series A-4
Class Of Stock [Line Items]
Conversion price			0.9834
Temporary equity redemption price per share			$ 0.9834
Purchase units			15,253,203
Purchase price per units			$ 0.9834
Series A4B
Class Of Stock [Line Items]
Conversion price			0.9834
Temporary equity redemption price per share			0.9834
Series A-5
Class Of Stock [Line Items]
Conversion price			1.10
Temporary equity redemption price per share			$ 1.10
Stock issued	$ 44,739,689
Stock price per unit	$ 1.10
Stock issued value					$ 300,000
Class C Common Units
Class Of Stock [Line Items]
Stock issued	$ 4,509,750
Proceeds from issuance of common stock, net				$ 720,000

Stock-Based Compensation - Summary of Outstanding Warrants (Detail) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Warrants Grant Date One [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Date Granted	Jun. 17, 2015	Jun. 17, 2015
Number	5,267,959	5,267,959
Exercise Price	$ 2.8474	$ 2.8474
Expiration Date	Jul. 17, 2022	Jul. 17, 2022
Warrants Grant Date Two [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Date Granted	Dec. 07, 2015	Feb. 07, 2015
Number	5,267,959	5,267,959
Exercise Price	$ 2.8474	$ 2.8474
Expiration Date	Jul. 17, 2022	Jul. 17, 2022
Warrants Grant Date Three [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Date Granted	Sep. 07, 2016	Sep. 07, 2016
Number	5,268,035	5,268,035
Exercise Price	$ 2.8474	$ 2.8474
Expiration Date	Jul. 17, 2022	Jul. 17, 2022
Warrants Grant Date Four [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Date Granted	Jul. 11, 2017	Jul. 11, 2017
Number	5,268,034	5,268,034
Exercise Price	$ 2.8474	$ 2.8474
Expiration Date	Jul. 17, 2022	Jul. 17, 2022

Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2020	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of units vest after one year						25.00%
Percentage of units vest description						Standard vesting for profits interests provide for 25% of units to vest after one year with the remaining vesting monthly thereafter over 36 months.
Weighted-average grant-date fair value for profits interests granted				$ 0.23		$ 0.16	$ 0.22
Stock-based compensation expense		$ 183	$ 185	$ 430	$ 440	$ 900	$ 700
Unrecognized compensation cost relating to nonvested profits interests	$ 2,000	$ 2,000		$ 2,000		$ 3,600
Unvested stock expected to be recognized over a weighted-average period				1 year 10 months 9 days		2 years 2 months 12 days
Expected dividend yield				0.00%	0.00%	0.00%	0.00%
Number of common stock issued	52,151,798	52,151,798		52,151,798		9,073,002
Employee terminations and resignations
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of common units forfeited						10,588,659	1,186,127
2020 Stock Option and Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of common stock issued	2,930,836	2,930,836		2,930,836
Outstanding number of shares preceding percentage	4.00%
Number of awards issued or outstanding	0	0		0

Stock-Based Compensation - Schedule of Unvested Profits Interest Unit Activity (Detail) - Profit Interest Units [Member] - $ / shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Shares
Nonvested at the beginning	19,932,277	9,765,439
Nonvested, Granted	19,643,100	16,143,382
Nonvested, Vested	(7,044,620)	(4,790,327)
Nonvested, Forfeited	(10,588,658)	(1,186,217)
Nonvested at the ending	21,942,099	19,932,277
Expected to vest	21,942,099	19,932,277
Weighted average grant date fair value
Nonvested at the beginning	$ 0.19	$ 0.08
Nonvested, Granted	0.16	0.22
Nonvested, Vested	0.14	0.07
Nonvested, Forfeited	0.21	0.12
Nonvested at the ending	$ 0.18	$ 0.19

Stock-Based Compensation - Schedule of Value Profits Interests Granted (Detail)	6 Months Ended		12 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Share-based Payment Arrangement [Abstract]
Expected term (in years)	6 years	6 years	6 years	6 years
Risk-free rate	0.36%	2.43%	1.74%	2.51%
Expected volatility	140.45%	72.02%	72.75%	60.28%
Expected dividend yield	0.00%	0.00%	0.00%	0.00%

License, Research and Collaboration Agreements - Additional Information (Detail) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Collaboration agreement date					Oct. 14, 2016
Upfront fee					$ 500,000
Research and development	$ 2,985,000	$ 5,389,000	$ 6,556,000	$ 12,632,000	$ 22,449,000	$ 27,095,000
Adimab Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Collaboration agreement date			Oct. 16, 2014		Oct. 16, 2014
Research and development	0	0	$ 0	500,000	$ 1,500,000	0
Future milestone payments			2,000,000		3,500,000
Other License and Research Agreements
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Research and development	58,000	$ 100,000	200,000	$ 300,000	800,000	400,000
Cash payment for license agreement	21,000		100,000		800,000	600,000
Clinical and regulatory milestone payments	$ 500,000		$ 500,000		500,000
Horizon Transposase License Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Research and development					0	300,000
Horizon SSI License Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Research and development					$ 0	$ 300,000

Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Lease extended					The Company currently leases laboratory and office space in Cambridge, MA. The Company also leases a vivarium and storage space in Cambridge, MA which was extended in June 2019 through January 2021
Lease expiration date			Jan. 31, 2021
Rental expense	$ 0.5	$ 0.5	$ 1.0	$ 0.9	$ 1.8	$ 1.8
Sublease rental income						$ 0.5
Minimum [Member]
Lease expiration date					Jan. 31, 2020
Maximum
Lease expiration date					Jan. 31, 2021

Commitments and Contingencies - Future Minimum Rental Payments under Leases (Detail) - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
2020	$ 962	$ 302
2021	160	13
Total future minimum rental payments	$ 1,122	$ 315

Severance costs - Schedule of severance costs (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Other Liabilities Disclosure [Abstract]
Balances at December 31, 2017		$ 0
Additional severance agreements	$ 447	294
Payments	$ (667)	(74)
Balances at December 31, 2018		$ 220

Related Parties and Related-Party Transactions - Additional Information (Detail) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Schedule of Other Related Party Transactions [Line Items]
Research and development expense	$ 2,985,000	$ 5,389,000	$ 6,556,000	$ 12,632,000	$ 22,449,000	$ 27,095,000
Adimab, LLC \| Collaboration Agreement
Schedule of Other Related Party Transactions [Line Items]
Research and development expense			0	500,000	1,500,000	0
StackWave, LLC \| Software License and Services Agreement
Schedule of Other Related Party Transactions [Line Items]
Capitalized software	$ 200,000	$ 700,000	$ 200,000	$ 700,000
Software License and Services Agreement \| StackWave, LLC
Schedule of Other Related Party Transactions [Line Items]
Capitalized software					100,000	300,000
Software expense					$ 20,000	$ 37,000

Income Taxes - Schedule of Income before Income Tax, Domestic and Foreign (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Federal					$ (61)	$ (64)
State					(30)	(39)
Total					(91)	(103)
Federal					0	0
State					0	0
Total provision for income taxes	$ (16)	$ (26)	$ (32)	$ (55)	$ (91)	$ (103)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Detail) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Net operating losses		$ 26
Deferred tax asset before valuation allowance		26
Short-Term Valuation allowance		(26)
Net short-term deferred tax asset	$ 0	0
R&D and other credit carryforwards	1,511	980
Deferred tax asset before valuation allowance	1,511	980
Long-Term Valuation allowance	(1,511)	(980)
Net long-term deferred tax asset	$ 0	$ 0

Income Taxes - Additional Information (Detail) - USD ($) $ in Millions	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Short term valuation allowance	$ 0.0	$ 0.1
Long term valuation allowance	$ 1.5	$ 1.0

Subsequent Events - Additional Information (Detail)			3 Months Ended	6 Months Ended	12 Months Ended
Subsequent Events - Additional Information (Detail)	Jun. 19, 2020 USD ($) Holder shares	Jan. 08, 2020 USD ($)	Jun. 30, 2020 USD ($) shares	Jun. 30, 2020 USD ($) shares	Dec. 31, 2019 USD ($) $ / shares shares	Jul. 31, 2020 USD ($)	Jun. 17, 2020 shares
Subsequent Event [Line Items]
Common stock, shares issued			52,151,798	52,151,798	9,073,002
Common Stock, Value, Issued \| $			$ 5,000	$ 5,000	$ 1,000
2020 Stock Option and Incentive Plan
Subsequent Event [Line Items]
Common stock, shares issued			2,930,836	2,930,836
Common stock reserved for future issuance							2,930,836
Common Stock
Subsequent Event [Line Items]
Common stock, shares issued			8,425,750	8,425,750
Shares of common stock sold			12,096,442
Common Stock \| Private Placement Offering
Subsequent Event [Line Items]
Shares of common stock sold	12,096,442			12,096,442
Common Stock \| 2020 Stock Option and Incentive Plan
Subsequent Event [Line Items]
Common stock reserved for future issuance			2,930,836	2,930,836
Subsequent Event [Member]
Subsequent Event [Line Items]
Operating Lease, Payments \| $		$ 1.8
SubsequentEventMember		On January 8, 2020, the Company extended its lease on the laboratory and office space in Cambridge, MA through January 2021. Total additional lease payments expected in 2020 and 2021 as a result of the extension were approximately $1.8.
Subsequent Event [Member] \| Olivia Ventures Inc
Subsequent Event [Line Items]
Number of holders membership interests cancelled with merger \| Holder	15
Number of membership interests cancelled as a result of not accredited investors with merger	131,472
Cash consideration paid for canceling membership units \| $	$ 68,000
Subsequent Event [Member] \| Common Stock
Subsequent Event [Line Items]
Common stock, shares issued	31,627,139
Subsequent Event [Member] \| Common Stock \| Private Placement Offering
Subsequent Event [Line Items]
Shares of common stock sold					12,096,442
Common Stock, Value, Issued \| $					$ 54,000,000
Common Stock, Par or Stated Value Per Share \| $ / shares					$ 5.00
Additional Common Stock To Be Issued					2,000,000
Subsequent Event [Member] \| Common Stock \| 2020 Stock Option and Incentive Plan
Subsequent Event [Line Items]
Common stock reserved for future issuance	2,930,836
Maximum \| Common Stock \| Private Placement Offering
Subsequent Event [Line Items]
Shares of common stock sold	14,000,000			14,000,000
Maximum \| Subsequent Event [Member] \| Olivia Ventures Inc
Subsequent Event [Line Items]
Aggregate Common Shares held by pre-Merger stockholders	5,000,000
Maximum \| Subsequent Event [Member] \| Common Stock \| Private Placement Offering
Subsequent Event [Line Items]
Common stock, shares issued					14,000,000
Maximum \| Manufacturing Agreement
Subsequent Event [Line Items]
Payments receivable as certain protocol \| $						$ 4,850,000
Minimum [Member] \| Subsequent Event [Member] \| Olivia Ventures Inc
Subsequent Event [Line Items]
Aggregate number of common stock held by pre-Merger stockholders forfeited and surrendered for cancellation.	4,000,000

Nature of Business and Basis of Presentation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended	3 Months Ended	6 Months Ended
	Jun. 19, 2020	Jun. 17, 2020	Jun. 30, 2018	Jun. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019
Class Of Stock [Line Items]
Entity incorporation, date of incorporation					Mar. 20, 2018
Common stock, shares authorized		300,000,000		300,000,000	300,000,000	50,000,000	300,000,000
Common stock, par value		$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized		10,000,000		10,000,000	10,000,000	50,000,000	0
Preferred stock par value		$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Aggregate gross proceeds from the initial closing of offering			$ 48,400		$ 60,482
2020 Stock Option and Incentive Plan
Class Of Stock [Line Items]
Number of common stock reserved for issuance		2,930,836
Common Stock
Class Of Stock [Line Items]
Common stock shares issued under common membership interests		31,627,139
Aggregate number of common stock forfeited and surrendered for cancellation		4,000,000
Common stock held by pre-merger stockholders		5,000,000
Shares of common stock sold				12,096,442
Common Stock \| 2020 Stock Option and Incentive Plan
Class Of Stock [Line Items]
Number of common stock reserved for issuance				2,930,836	2,930,836
Common Stock \| Blockers
Class Of Stock [Line Items]
Common stock shares issued under equity interest		7,428,217
Common Stock \| Private Placement Offering
Class Of Stock [Line Items]
Shares of common stock sold	12,096,442				12,096,442
Purchase price per share	$ 5.00			$ 5.00	$ 5.00
Aggregate gross proceeds from the initial closing of offering	$ 60,500
Placement agent fees and expenses	$ 6,900
Common Stock \| Private Placement Offering \| Maximum
Class Of Stock [Line Items]
Shares of common stock sold	14,000,000				14,000,000

Summary of Significant Accounting Policies - Schedule of Potentially Dilutive Securities Outstanding Excluded from Computation of Diluted Weighted Average Shares Outstanding (Detail) - shares	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Potentially dilutive securities excluded from computation of diluted weighted average shares outstanding	1,254,965	35,782,706
Convertible Preferred Stock
Potentially dilutive securities excluded from computation of diluted weighted average shares outstanding		30,629,606
Common Stock Issued Upon Vesting Of Share Based Award [Member]
Potentially dilutive securities excluded from computation of diluted weighted average shares outstanding	1,254,965	2,038,955
Warrants to Purchase Common Stock
Potentially dilutive securities excluded from computation of diluted weighted average shares outstanding		3,114,145

Convertible Preferred Stock and Stockholders' Equity (Deficit) - Additional Information (Detail) $ / shares in Units, $ in Thousands		3 Months Ended	6 Months Ended
	Jun. 19, 2020 $ / shares shares	Jun. 30, 2020 USD ($) Holder $ / shares shares	Jun. 30, 2020 $ / shares shares	Jun. 17, 2020 shares	Mar. 31, 2020 shares	Dec. 31, 2019 shares	Jun. 30, 2019 shares	Mar. 31, 2019 shares	Dec. 31, 2018 shares
Class Of Stock [Line Items]
Convertible preferred stock, shares outstanding		0	0			207,164,404			207,164,404
Common stock, shares issued		52,151,798	52,151,798			9,073,002
Olivia Ventures Inc
Class Of Stock [Line Items]
Common stock, shares issued		1,000,000	1,000,000
Number of holders membership interests cancelled with merger \| Holder		15
Number of membership interests cancelled as a result of not accredited investors with merger		131,472
Cash consideration for cancelling membership interests in connection with merger \| $		$ 69
2020 Stock Option and Incentive Plan
Class Of Stock [Line Items]
Common stock, shares issued		2,930,836	2,930,836
Common stock reserved for issuance				2,930,836
Convertible Preferred Stock
Class Of Stock [Line Items]
Convertible preferred stock, shares outstanding		0	0		207,164,404	207,164,404	207,164,404	207,164,404	207,164,404
Common Stock
Class Of Stock [Line Items]
Conversion of Compass Therapeutics LLC preferred shares into common shares upon consummation of the reverse merger, Shares		30,629,606
Common stock, shares issued		8,425,750	8,425,750
Shares of common stock sold		12,096,442
Common Stock \| Private Placement Offering
Class Of Stock [Line Items]
Shares of common stock sold	12,096,442		12,096,442
Purchase price per share \| $ / shares	$ 5.00	$ 5.00	$ 5.00
Common Stock \| Private Placement Offering \| Maximum
Class Of Stock [Line Items]
Shares of common stock sold	14,000,000		14,000,000
Common Stock \| 2020 Stock Option and Incentive Plan
Class Of Stock [Line Items]
Common stock reserved for issuance		2,930,836	2,930,836

Convertible Preferred Stock and Stockholders' Equity (Deficit) - Summary of Convertible Preferred Stock Shares Outstanding (Detail) - shares	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018
Class Of Stock [Line Items]
Convertible preferred stock, shares outstanding	0		207,164,404			207,164,404
Series A-1
Class Of Stock [Line Items]
Convertible preferred stock, shares outstanding			64,704,832			64,704,832
Series A-2
Class Of Stock [Line Items]
Convertible preferred stock, shares outstanding			36,782,734			36,782,734
Series A-3
Class Of Stock [Line Items]
Convertible preferred stock, shares outstanding			23,467,151			23,467,151
Series A-4
Class Of Stock [Line Items]
Convertible preferred stock, shares outstanding			15,253,415			15,253,415
Series A4B
Class Of Stock [Line Items]
Convertible preferred stock, shares outstanding			22,216,583			22,216,583
Series A-5
Class Of Stock [Line Items]
Convertible preferred stock, shares outstanding			44,739,689			44,739,689
Convertible Preferred Stock
Class Of Stock [Line Items]
Convertible preferred stock, shares outstanding	0	207,164,404	207,164,404	207,164,404	207,164,404	207,164,404

Stock-Based Compensation - Schedule of Unvested Restricted Stock Activity (Detail) - Restricted Stock	6 Months Ended
	Jun. 30, 2020 $ / shares shares
Shares
Nonvested at the beginning \| shares	2,038,955
Nonvested, Granted \| shares	879
Nonvested, Vested \| shares	(150,379)
Nonvested, Forfeited or canceled \| shares	(634,491)
Nonvested at the ending \| shares	1,254,965
Weighted Average Grant-Date Fair Value
Nonvested at the beginning \| $ / shares	$ 2.04
Nonvested, Granted \| $ / shares	2.34
Nonvested, Vested \| $ / shares	0.57
Nonvested, Forfeited or canceled \| $ / shares	1.83
Nonvested at the ending \| $ / shares	$ 2.33

Stock-Based Compensation - Schedule of Stock-Based Compensation Activity (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Employee Service Share Based Compensation Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 183	$ 185	$ 430	$ 440	$ 900	$ 700
Research and Development
Employee Service Share Based Compensation Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	31	61	112	175
General and Administrative
Employee Service Share Based Compensation Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 152	$ 124	$ 318	$ 265