Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2016	Mar. 10, 2017	Jun. 30, 2016
Document and Entity Information
Entity Registrant Name	Corvus Pharmaceuticals, Inc.
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Central Index Key	0001626971
Document Type	10-K
Document Period End Date	Dec. 31, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Public Float			$ 118.6
Entity Common Stock, Shares Outstanding		20,933,387
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	FY

CONDENSED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 5,050	$ 4,105
Marketable securities	129,846	90,281
Prepaid and other current assets	1,137	1,277
Total current assets	136,033	95,663
Property and equipment, net	3,248	1,845
Deferred offering costs		951
Other assets	869
Total assets	140,150	98,459
Current liabilities:
Accounts payable	1,900	1,575
Accrued and other liabilities	4,044	1,495
Total current liabilities	5,944	3,070
Other liabilities	1,405	710
Total liabilities	7,349	3,780
Commitments and contingencies (Note 13)
Convertible preferred stock: $0.0001 par value; 0 and 14,274,741 shares authorized at December 31, 2016 and December 31, 2015, respectively; 0 and 14,274,741 issued and outstanding at December 31, 2016 and December 31, 2015, respectively		125,780
Stockholders' equity (deficit):
Preferred stock: $0.0001 par value; 10,000,000 and 0 shares authorized at December 31, 2016 and December 31, 2015, respectively; 0 shares issued and outstanding at December 31, 2016 and December 31, 2015
Common stock: $0.0001 par value; 290,000,000 and 20,000,000 shares authorized at December 31, 2016 and 2015, respectively; 20,922,428 and 1,431,615 shares issued and outstanding at December 31, 2016 and 2015 respectively	2
Additional paid-in capital	200,709	440
Accumulated other comprehensive income (loss)	(39)	(45)
Accumulated deficit	(67,871)	(31,496)
Total stockholders' equity (deficit)	132,801	(31,101)
Total liabilities, convertible preferred stock and stockholders' equity (deficit)	$ 140,150	$ 98,459

CONDENSED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
CONDENSED BALANCE SHEETS
Convertible preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Convertible preferred stock, shares authorized	0	14,274,741
Convertible preferred stock, shares issued	0	14,274,741
Convertible preferred stock, shares outstanding	0	14,274,741
Convertible preferred stock, liquidation preference (in dollars)		$ 108,500
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	0
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	290,000,000	20,000,000
Common stock, shares issued	20,922,428	1,431,615
Common stock, shares outstanding	20,922,428	1,431,615

CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	11 Months Ended	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2016	Dec. 31, 2015
Operating expenses:
Research and development	$ 38	$ 29,356	$ 11,352
General and administrative	123	7,620	2,418
Total operating expenses	161	36,976	13,770
Loss from operations	(161)	(36,976)	(13,770)
Change in fair value of convertible preferred stock liability			(17,600)
Interest income and other expense, net		601	35
Net loss	$ (161)	$ (36,375)	$ (31,335)
Net loss per share, basic and diluted (in dollars per share)	$ (0.95)	$ (2.36)	$ (83.86)
Shares used to compute net loss per share, basic and diluted (in shares)	170,278	15,422,041	373,643
Other comprehensive income (loss):
Unrealized gain (loss) on marketable securities		$ 6	$ (45)
Comprehensive loss	$ (161)	$ (36,369)	$ (31,380)

Statements of Changes in Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands	IPO Common Stock	IPO Additional Paid-In Capital	IPO	Convertible Preferred Stock.	Series A convertible preferred stock	Series B convertible preferred stock	Series A and Series B convertible preferred stock	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income	Accumulated Deficit	Total
Balance (in shares) at Dec. 31, 2014				3,395,468				1,046,749
Increase (Decrease) in Shares
Issuance of common stock to founders, net of repurchase (in shares)								384,866
Issuance of stock (in shares)					5,525,961	5,353,312
Balance (in shares) at Dec. 31, 2015				14,274,741				1,431,615
Increase (Decrease) in Convertible Preferred Stock
Issuance of convertible preferred stock					$ 20,730	$ 74,839
Reclassification of convertible preferred stock liability				$ 20,200
Balance at Dec. 31, 2015				125,780	$ 50,941	$ 74,839						$ 125,780
Balance at Dec. 31, 2014				$ 10,011					$ 2		$ (161)	(159)
Increase (Decrease) in Stockholders' Deficit
Issuance of common stock for cash upon early exercise of stock options and lapse of restrictions									10			10
Stock-based compensation expense									428			428
Unrealized loss on marketable securities										$ (45)		(45)
Net loss											(31,335)	(31,335)
Balance at Dec. 31, 2015									440	(45)	(31,496)	(31,101)
Increase (Decrease) in Shares
Number of common stock issued with the conversion of the preferred stock (in shares)							(14,274,741)	14,274,741
Issuance of stock (in shares)	5,202,618
Issuance of common stock on exercise of stock options (in shares)								13,454
Balance (in shares) at Dec. 31, 2016								20,922,428
Increase (Decrease) in Stockholders' Deficit
Conversion of convertible preferred stock into common stock							$ (125,780)	$ 1	125,779			125,780
Issuance of common stock	$ 1	$ 70,624	$ 70,625
Common stock issued on exercise of stock options									4			4
Vesting of restricted stocks issued upon early exercise of stock options									34			34
Stock-based compensation expense									3,828			3,828
Unrealized loss on marketable securities										6		6
Net loss											(36,375)	(36,375)
Balance at Dec. 31, 2016								$ 2	$ 200,709	$ (39)	$ (67,871)	$ 132,801

Statements of Changes in Convertible Preferred Stock and Stockholders' Deficit (Parenthetical) - USD ($) $ in Thousands	11 Months Ended	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2016	Dec. 31, 2015
Convertible preferred stock liability	$ 2,600
Common Stock, issuance costs		$ 7,414
Series A convertible preferred stock
Convertible preferred stock, issuance costs	139		$ 20
Convertible preferred stock liability	$ 2,600
Series B convertible preferred stock
Convertible preferred stock, issuance costs			$ 161

CONDENSED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	11 Months Ended	12 Months Ended
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	Dec. 31, 2014	Dec. 31, 2016	Dec. 31, 2015
Cash flows from operating activities
Net loss	$ (161)	$ (36,375)	$ (31,335)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		594	148
Amortization/accretion related to marketable securities		648	(41)
Stock-based compensation		3,828	428
Change in fair value of convertible preferred stock liability			17,600
Other			40
Changes in operating assets and liabilities:
Prepaid and other current assets	(12)	290	(1,265)
Other assets		(869)
Accounts payable	57	518	1,240
Accrued and other liabilities	17	2,814	1,218
Other long-term liabilities	3	695	639
Net cash used in operating activities	(96)	(27,857)	(11,328)
Cash flows from investing activities
Purchases of marketable securities		(258,281)	(104,385)
Sales of marketable securities		4,199
Maturities of marketable securities		213,725	14,100
Purchase of property and equipment		(2,199)	(1,747)
Net cash used in investing activities		(42,556)	(92,032)
Cash flows from financing activities
Proceeds from issuance of common stock in IPO, net of issuance costs	2	71,354
Proceeds from issuance of convertible preferred stock, net of issuance costs	12,611		95,569
Payment of offering costs			(729)
Proceeds from exercise of common stock options		4	108
Net cash provided by financing activities	12,613	71,358	94,948
Net increase in cash and cash equivalents	12,517	945	(8,412)
Cash and cash equivalents at beginning of the period		4,105	12,517
Cash and cash equivalents at end of the period	12,517	5,050	4,105
Supplemental disclosures of cash flow information
Convertible preferred stock issuance costs incurred but not paid	36
Purchases of property and equipment incurred but not paid		$ 84	286
Convertible preferred stock liability	$ 2,600
Deferred offering costs incurred but not paid			$ 222

Organization	12 Months Ended
Organization	Dec. 31, 2016
Organization
Organization	1. Organization Corvus Pharmaceuticals, Inc. ("Corvus" or the "Company") was incorporated in Delaware on January 27, 2014 and commenced operations in November 2014. Corvus is a clinical stage biopharmaceutical company focused on the development and commercialization of novel immuno-oncology therapies that are designed to harness the immune system to attack cancer cells. The Company's primary activities have been establishing its facilities, recruiting personnel, conducting research and development of its product candidates, including conducting a clinical trial, and raising capital. The Company's operations are located in Burlingame, California. The Company has four insignificant subsidiaries.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2016

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The Company's functional and reporting currency is the U.S. dollar. The accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and discharge of liabilities in the normal course of business. Since its inception, the Company has incurred significant losses and negative cash flows from operations. As of December 31, 2016, the Company had an accumulated deficit of $67.9 million and cash, cash equivalents and marketable securities of $134.9 million. The Company has financed its operations primarily with the proceeds from the sale of stock. The Company will need to raise additional capital to meet its business objectives. The Company believes that its current cash, cash equivalents and marketable securities will be sufficient to fund its planned expenditures and meet its obligations through at least the next twelve months.

Use of Estimates

The preparation of the Company's consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from such estimates.

Initial Public Offering

On March 22, 2016, the Company's registration statement on Form S-1 (File No. 333-208850) relating to its initial public offering ("IPO") of its common stock was declared effective by the Securities and Exchange Commission ("SEC") and the shares of its common stock began trading on the NASDAQ Global Market on March 23, 2016. The public offering price of the shares sold in the IPO was $15.00 per share. The IPO closed on March 29, 2016, pursuant to which the Company sold 4,700,000 shares of its common stock. On April 26, 2016, the Company sold an additional 502,618 shares of its common stock to the underwriters upon partial exercise of their over-allotment option, at the initial offering price of $15.00 per share. The Company received aggregate net proceeds of approximately $70.6 million, after underwriting discounts, commissions and offering expenses. Immediately prior to the consummation of the IPO, all outstanding shares of convertible preferred stock were converted into common stocks.

Concentrations of Credit Risk and Other Risks and Uncertainties

Substantially all of the Company's cash and cash equivalents are deposited in accounts with two financial institutions that management believes are of high credit quality. Such deposits may, at times, exceed federally insured limits. The Company maintains its cash with an accredited financial institution and accordingly, such funds are subject to minimal credit risk. The Company's marketable securities are direct obligations of the United States government. The Company has not experienced any losses on its deposits of cash, cash equivalents or marketable securities.

Since inception, the Company has recurring net losses and negative cash flows from operations. During the year ended December 31, 2016, the Company incurred a net loss of $36.4 million and used $27.9 million of cash in operations. At December 31, 2016, the Company had an accumulated deficit of $67.9 million and does not expect to experience positive cash flows from operations in the near future. The Company has financed operations to date primarily through private placements of convertible preferred stock and proceeds from its IPO. As of December 31, 2016, the Company had cash, cash equivalents and marketable securities of $134.9 million.

The Company is subject to a number of risks similar to other early stage biopharmaceutical companies, including, but not limited to, the need to obtain adequate additional funding, possible failure of preclinical testing or clinical trials, its reliance on third parties to conduct its clinical trials, the need to obtain marketing approval for its product candidates, competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of the Company's product candidates, its right to develop and commercialize its product candidates pursuant to the terms and conditions of the licenses granted to the Company, and protection of proprietary technology. If the Company does not successfully commercialize or partner any of its product candidates, it will be unable to generate product revenue or achieve profitability.

Segments

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business in one operating segment, that of the development of and commercialization of novel immuno-oncology therapies that are designed to harness the immune system to attack cancer cells.

Cash and Cash Equivalents and Marketable Securities

The Company considers all highly liquid investment securities with remaining maturities at the date of purchase of three months or less to be cash equivalents.

Investments with remaining maturities, at the date of purchase, greater than three months, but less than one year are considered short-term. The Company determines the appropriate classification of marketable securities at the time of purchase and evaluates such designation as of each balance sheet date. To date, all marketable securities have been classified as available-for-sale and are carried at fair value with unrealized gains and losses, if any, included as a component of accumulated other comprehensive income (loss) in stockholders' equity (deficit). Interest and realized gains and losses are included in interest income. Realized gains and losses are recognized based on the specific identification method.

Fair Value Measurements

Fair value accounting is applied for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis (at least annually). The carrying amount of the Company's financial instruments, including cash equivalents, accounts payable and accrued liabilities, approximate fair value due to their short-term maturities.

Deferred Offering Costs

Deferred offering costs consist primarily of direct incremental costs related to the Company's initial public offering of its common stock. Upon completion of the initial public offering in March 2016, these amounts were offset against the proceeds of the offering.

Property and Equipment, Net

Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the respective assets:

Laboratory equipment		5 years
Computer equipment and purchased software		3 years
Leasehold improvements		Shorter of asset's useful life or remaining term of lease

Maintenance and repairs that do not extend the life or improve the asset are expensed when incurred. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the balance sheet and any resulting gain or loss is reflected in operations.

Impairment of Long-Lived Assets

The Company regularly reviews the carrying value and estimated lives of all of its long-lived assets, including property and equipment, to determine whether indicators of impairment may exist which warrant adjustments to carrying values or estimated useful lives. The determinants used for this evaluation include management's estimate of the asset's ability to generate positive income from operations and positive cash flow in future periods as well as the strategic significance of the assets to the Company's business objectives. Should impairment exist, the impairment loss to be recognized is measured by the amount by which the carrying amount of the asset exceeds the projected discounted future net cash flows arising from the asset. All long-lived assets are maintained in the United States of America.

Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation

Convertible Preferred Stock Liability

The Company determined that the Company's obligation to issue additional shares of the Company's convertible preferred stock represented a freestanding financial instrument, which was accounted for as a liability. The freestanding convertible preferred stock liability was initially recorded at fair value, with fair value changes recognized in the statements of operations and comprehensive loss. The Company estimated the fair value of this liability using an option-pricing model that included assumptions for future financings, expected volatility, expected life and risk-free interest rate. At the time of the exercise of the option (June 2015), the remaining value of the convertible preferred stock liability was reclassified to convertible preferred stock with no further remeasurement required.

Research and Development Expenses

The Company records research and development expenses as incurred. The Company accounts for nonrefundable advance payments for goods and services that will be used in future research and development activities as expenses when the goods have been received or when the service has been performed rather than when the payment is made. Research and development expenses consist of costs incurred by the Company for the discovery and development of the Company's product candidates and include:


	•	employee-related expenses, including salaries, benefits, travel and non-cash stock-based compensation expense;
	•	external research and development expenses incurred under arrangements with third parties, such as contract research organizations, contract manufacturing organizations, academic and non-profit institutions and consultants;
	•	costs to acquire technologies to be used in research and development that have not reached technological feasibility and have no alternative future use;
	•	license fees; and
	•	other expenses, which include direct and allocated expenses for laboratory, facilities and other costs.

Clinical Trial Accruals

Costs for preclinical studies and clinical trial activities are recognized based on an evaluation of the vendors' progress towards completion of specific tasks, using data such as clinical site activations, patient enrollment or information provided to the Company by its vendors regarding their actual costs incurred. Payments for these activities are based on the terms of individual contracts and payment timing may differ significantly from the period in which the services are performed. The Company determines accrual estimates through reports from and discussions with applicable personnel and outside service providers as to the progress or state of completion, or the services completed. The Company's estimates of accrued expenses as of each balance sheet date are based on the facts and circumstances known at the time.

Stock-Based Compensation

The Company maintains incentive plans under which incentive stock options and nonqualified stock options may be granted to employees and non-employee service providers.

The Company accounts for stock-based employee compensation arrangements in accordance with the provisions of ASC 718, "Compensation—Stock Compensation." For stock options granted to employees, the Company recognizes compensation expense for all stock-based awards based on the grant-date estimated fair values. The value of the award is recognized as an expense ratably over the requisite service period. The fair value of stock options is determined using the Black-Scholes option pricing model. Forfeitures are accounted for when they occur.

Stock-based compensation expense related to stock options granted to non-employees is recognized based on the fair value of the stock options, determined using the Black-Scholes option pricing model. The expense for options granted to non-employees is periodically re-measured as the underlying options vest. The awards generally vest over the time period the Company expects to receive service from the non-employee.

Income Taxes

The Company accounts for income taxes under the asset and liability method. The Company estimates actual current tax exposure together with assessing temporary differences resulting from differences in accounting for reporting purposes and tax purposes for certain items, such as accruals and allowances not currently deductible for tax purposes. These temporary differences result in deferred tax assets and liabilities, which are included in the Company's balance sheets. In general, deferred tax assets represent future tax benefits to be received when certain expenses previously recognized in the Company's statements of operations and comprehensive loss become deductible expenses, under applicable income tax laws or when net operating loss or credit carryforwards are utilized. Accordingly, realization of the Company's deferred tax assets is dependent on future taxable income against which these deductions, losses and credits can be utilized.

The Company must assess the likelihood that the Company's deferred tax assets will be recovered from future taxable income and a valuation allowance is recorded when it is more likely than not that the deferred tax asset will not be recovered. The Company applies judgment in the determination of the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Based on the available evidence, the Company is unable, at this time, to support the determination that it is more likely than not that its deferred tax assets will be utilized in the future. Accordingly, the Company recorded a full valuation allowance for all periods presented. The Company intends to maintain a valuation allowance until sufficient evidence exists to support its reversal. The Company recognizes any material interest and penalties related to unrecognized tax benefits in income tax expense.

The Company recognizes benefits of uncertain tax positions if it is more likely than not such positions will be sustained upon examination based solely on their technical merits as the largest amount of benefit that is more likely than not to be realized upon the ultimate settlement. The Company is required to file income tax returns in the U.S. federal jurisdiction. The Company currently is not under examination by the Internal Revenue Service or other jurisdictions for any tax years.

Comprehensive Loss

Comprehensive loss includes net loss as well as other changes in stockholders' equity (deficit) that result from transactions and economic events other than those with stockholders. The Company's only element of other comprehensive loss in any period presented was unrealized gains and losses on available for sale marketable securities.

Net Loss per Share

Basic net loss per share is calculated by dividing the net loss by the weighted average number of common shares outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted average number of common shares and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, the convertible preferred stock, common stock subject to repurchase, and stock options are considered to be potentially dilutive securities. Because the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share for those periods.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers, which required an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU No. 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective January 1, 2018 for public companies. Early application is permitted as of January 1, 2017. The standard permits the use of either the retrospective or cumulative effect transition method. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which clarifies the implementation guidance on principal versus agent considerations in ASU No. 2014-09. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which clarifies certain aspects of identifying performance obligations and licensing implementation guidance. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which relates to disclosures of remaining performance obligations, as well as other amendments to guidance on collectability, non-cash consideration and the presentation of sales and other similar taxes collected from customers. These standards have the same effective date and transition date of January 1, 2018. The Company does not believe adopting this guidance will have a material impact on its consolidated financial statements as the Company is not yet generating revenues.

In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties About an Entity's Ability to Continue as a Going Concern. This standard update provides guidance around management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The new guidance is effective for all annual and interim periods ending after December 15, 2016. The Company has adopted ASU 2014-15 as of the year ended December 31, 2016.

In November 2015, the FASB issued ASU No 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. This standard amends the accounting for income taxes and requires all deferred tax assets and liabilities to be classified as non-current on the balance sheet. The new standard is effective for reporting periods beginning after December 15, 2016, with early adoption permitted. The standard may be adopted either prospectively or retrospectively. The Company has adopted ASU 2015-17 as of the year ended December 31, 2016. There was no impact on the consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) that replaces existing lease guidance. The new standard requires lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet. The new guidance will continue to classify leases as either finance or operating, with classification affecting the pattern of expense recognition in the statement of income. The standard is effective for the Company beginning June 1, 2019, with early application permitted. The new standard is required to be applied with a modified retrospective approach to each prior reporting period presented with various optional practical expedients. The Company is currently assessing the impact of this guidance on its consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The updated guidance changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The update to the standard is effective for the Company beginning January 1, 2017, with early application permitted. The Company has adopted the provisions of this standard on January 1, 2016, the impact of which on its consolidated financial statements was not significant.

Net Loss per Share

12 Months Ended

Dec. 31, 2016

Net Loss per Share

Net Loss per Share

3. Net Loss per Share

The following table shows the calculation of net loss per share (in thousands, except share and per share data):

	Year Ended December 31, 2016			Year Ended December 31, 2015			Period from January 27, 2014 (inception) to December 31, 2014
Numerator:
Net loss—basic and diluted	$	(36,375	)	$	(31,335	)	$	(161	)


Denominator:
Weighted average common shares outstanding		16,188,980			1,269,315			641,046
Less: weighted average common shares subject to repurchase		(766,939	)		(895,672	)		(470,768	)

Weighted average common shares outstanding used to compute basic and diluted net loss per share		15,422,041			373,643			170,278


Net loss per share, basic and diluted	$	(2.36	)	$	(83.86	)	$	(0.95	)

The amounts in the table below were excluded from the calculation of diluted net loss per share, due to their anti-dilutive effects:

	Year Ended December 31, 2016		Year Ended December 31, 2015		Period from January 27, 2014 (inception) to December 31, 2014
Convertible preferrd stock		—		14,274,741		3,395,468
Common stock subject to repurchase		611,698		924,535		768,706
Outstanding options		2,350,582		784,136		32,320

Total shares of common stock equivalents		2,962,280		15,983,412		4,196,494

Fair Value Measurements

12 Months Ended

Dec. 31, 2016

Fair Value Measurements

Fair Value Measurements

4. Fair Value Measurements

Financial assets and liabilities are measured and recorded at fair value. The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. The fair value hierarchy prioritizes valuation inputs based on the observable nature of those inputs. The fair value hierarchy applies only to the valuation inputs used in determining the reported fair value of the investments and is not a measure of the investment credit quality. The hierarchy defines three levels of valuation inputs:


	•	Level 1—Quoted prices in active markets for identical assets or liabilities
	•	Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly
	•	Level 3—Unobservable inputs that reflect the Company's own assumptions about the assumptions market participants would use in pricing the asset or liability

There have been no transfers of assets and liabilities between levels of hierarchy.

The following tables present information as of December 31, 2016 and 2015 about the Company's assets that are measured at fair value on a recurring basis and indicate the level of the fair value hierarchy the Company utilized to determine such fair values (in thousands):

	December 31, 2016
	Fair Value Measured Using
	Fair Value Measured Using						Total Balance
	(Level 1)		(Level 2)		(Level 3)		Total Balance
Assets
Cash equivalents	$	2,999	$	—	$	—	$	2,999
Marketable securities		129,846		—		—		129,846

	$	132,845	$	—	$	—	$	132,845

	December 31, 2015
	Fair Value Measured Using
	Fair Value Measured Using						Total Balance
	(Level 1)		(Level 2)		(Level 3)		Total Balance
Assets
Cash equivalents	$	3,245	$	—	$	—	$	3,245
Marketable securities		90,281		—		—		90,281

	$	93,526	$	—	$	—	$	93,526

The Company's marketable securities are invested in direct obligations of the United States government for all periods.

As of December 31, 2016, marketable securities had a maximum remaining maturity of nine months and consisted of U.S. Treasury securities.

The following table presents the issuances, changes in fair value, exercise and reclassification of the Company's Level 3 financial instrument which is measured at fair value on a recurring basis (in thousands):

	Convertible Preferred Stock Call Option Liability
Balance as of December 31, 2014	$	2,600
Change in fair value of convertible preferred stock liability through date of Series A second tranche issuance		17,600
Recognition of fair value upon issuance of second tranche Series A convertible preferred stock		(20,200	)

Balance as of December 31, 2015	$	—

As of December 31, 2016 and 2015, the fair value of available for sale marketable securities by type of security were as follows (in thousands):

	December 31, 2016
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
U.S. Treasury securities	$	129,885	$	—	$	(39	)	$	129,846

	December 31, 2015
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
U.S. Treasury securities	$	90,326	$	—	$	(45	)	$	90,281

- 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

License and Collaboration Agreements	12 Months Ended
License and Collaboration Agreements	Dec. 31, 2016
License and Collaboration Agreements
License and Collaboration Agreements	5. License and Collaboration Agreements Scripps Licensing Agreement In December 2014, the Company entered into a license agreement with The Scripps Research Institute ("Scripps"), pursuant to which it was granted a non-exclusive, world-wide license for all fields of use under Scripps' rights in certain know-how and technology related to a mouse hybridoma clone expressing an anti-human CD73 antibody, and to progeny, mutants or unmodified derivatives of such hybridoma and any antibodies expressed by such hybridoma. Scripps also granted the Company the right to grant sublicenses in conjunction with other proprietary rights the Company holds, or to others collaborating with or performing services for the Company. Under this license agreement, Scripps has agreed not to grant any additional commercial licenses with respect to such materials, other than march-in rights granted to the U.S. government. Upon execution of the agreement, the Company made a one-time cash payment to Scripps of $10,000 in 2015 and is also obligated to pay a minimum annual fee to Scripps of $25,000. The one-time cash payment was recorded as research and development expense as technological feasibility of the asset had not been established and there was no alternative future use. The first minimum annual fee payment is due on the first anniversary of effective date of the agreement and will be due on each subsequent anniversary of the effective date for the term of the agreement. The Company is also required to make performance-based cash payments upon successful completion of clinical and sales milestones. The aggregate potential milestone payments are $2.6 million. The Company is also required to pay royalties on net sales of licensed products sold by it, its affiliates and its sublicensees at a rate in the low-single digits. In addition, should the Company sublicense the rights licensed under the agreement, it has agreed to pay a percentage of sublicense revenue received at specified rates that start at double digit percentages and decrease to single digit percentages based on the elapsed time from the effective date of the agreement and the time of entry into such sublicense. To date, no milestone payments have been made. The Company's license agreement with Scripps will terminate upon expiration of its obligation to pay royalties to Scripps under the license agreement. The Company's license agreement with Scripps is terminable by the consent of the parties, at will by the Company upon providing 90 days written notice to Scripps, or by Scripps for certain material breaches, or if the Company undergoes a bankruptcy event. In addition, Scripps may terminate the license on a product-by-product basis, or the entire agreement, if the Company fails to meet specified diligence obligations related to the development and commercialization of licensed products. Scripps may also terminate the agreement after the third anniversary of the effective date of the agreement if it reasonably believes, based on reports the Company provides to Scripps, that the Company has not used commercially reasonable efforts as required under the agreement, subject to a specified notice and cure period. Vernalis Licensing Agreement In February 2015, the Company entered into a license agreement with Vernalis (R&D) Limited ("Vernalis"), which was subsequently amended as of November 5, 2015, and, pursuant to which the Company was granted an exclusive, worldwide license under certain patent rights and know-how, including a limited right to grant sublicenses, for all fields of use to develop, manufacture and commercialize products containing certain adenosine receptor antagonists, including CPI-444. Pursuant to this agreement, the Company made a one-time cash payment to Vernalis in the amount of $1.0 million, which was recorded as research and development expense as technological feasibility of the asset had not been established and there was no alternative future use. The Company is also required to make cash milestone payments to Vernalis upon the successful completion of clinical and regulatory milestones for licensed products depending on the indications for which such licensed products are developed and upon achievement of certain sales milestones. On February 13, 2017, the Company made a milestone payment of $3.0 million to Vernalis following the expansion of a cohort of patients with renal cell cancer treated with single agent CPI-444 in the Company's Phase 1/1b clinical trial. The aggregate potential milestone payments exceed $200 million for all indications. The Company has also agreed to pay Vernalis tiered incremental royalties based on the annual net sales of licensed products containing CPI-444 on a product-by-product and country-by-country basis, subject to certain offsets and reductions. The tiered royalty rates for products containing CPI-444 range from the mid-single digits up to the low-double digits on a country-by-country net sales basis. The royalties on other licensed products that do not include CPI-444 also increase with the amount of net sales on a product-by-product and country-by-country basis and range from the low-single digits up to the mid-single digits on a country-by-country net sales basis. The Company is also obligated to pay to Vernalis certain sales milestones as indicated above when worldwide net sales reach specified levels over an agreed upon time period. The agreement will expire on a product-by-product and country-by-country basis upon the expiration of the Company's payment obligations to Vernalis in respect of a particular product and country. Both parties have the right to terminate the agreement for an uncured material breach by the other party. The Company may also terminate the agreement at its convenience by providing 90 days written notice, provided that the Company has not received notice of its own default under the agreement at the time the Company exercises such termination right. Vernalis may also terminate the agreement if the Company challenges a licensed patent or undergoes a bankruptcy event. Genentech Collaboration Agreement In October 2015, the Company entered into a clinical trial collaboration agreement with Genentech to evaluate the safety, tolerability and preliminary efficacy of CPI-444 combined with Genentech's investigational cancer immunotherapy, Tecentriq (atezolizumab), a fully humanized monoclonal antibody targeting protein programmed cell death ligand 1("PD-L1"), in a variety of solid tumors in a Phase 1/1b clinical trial. Pursuant to this agreement, the Company will be responsible for the conduct and cost of the relevant studies, under the supervision of a joint development committee made up of representatives of the Company and representatives of Genentech. Genentech will supply Tecentriq. As part of the agreement, the Company granted Genentech certain rights of first negotiation to participate in future clinical trials that the Company may conduct evaluating the administration of CPI-444 in combination with an anti-PD-1 or anti-PD-L1 antibody. If the Company and Genentech do not reach agreement on the terms of any such participation by Genentech within a specified time period, the Company retains the right to collaborate with third parties in such activities. The Company also granted Genentech certain rights of first negotiation should it decide to license development and commercialization rights to CPI-444. Should the Company and Genentech not reach agreement on the terms of such a license within a specified time period, it retains the right to enter into a license with another third party. The Company and Genentech each have the right to terminate the agreement for material breach by the other party. In addition, the agreement may be terminated by either party due to safety considerations, if directed by a regulatory authority or if development of CPI-444 or Tecentriq is discontinued. Further, the agreement will expire after a set period of time following the provision by the Company of the final clinical study report to Genentech.

Balance Sheet Components

12 Months Ended

Dec. 31, 2016

Balance Sheet Components

Balance Sheet Components

6. Balance Sheet Components (in thousands):

	December 31, 2016			December 31, 2015
Prepaid and Other Current Assets
Interest receivable	$	365		$	—
Prepaid research and development manufacturing expenses		—			722
Tenant improvement allowance receivable		—			347
Other		772			208

	$	1,137		$	1,277


Property and Equipment, net
Laboratory equipment	$	1,868		$	829
Computer equipment and purchased software		58			18
Leasehold improvements		2,051			74
Construction in progress		—			1,059

		3,977			1,980
Less: accumulated depreciation and amortization		(729	)		(135	)

	$	3,248		$	1,845


Accrued and Other Liabilities
Accrued clinical trial related	$	1,617		$	376
Accrued manufacturing expense		955			12
Personnel related		526			305
Deferred rent		378			223
Accrued legal and accounting		255			314
Accrued contruction in progress costs		—			101
Other accrued expenses		313			164

	$	4,044		$	1,495


Other Liabilities
Deferred rent	$	1,370		$	642
Shares subject to vesting		35			68

	$	1,405		$	710

Convertible Preferred Stock

12 Months Ended

Dec. 31, 2016

Convertible Preferred Stock

Convertible Preferred Stock

7. Convertible Preferred Stock

Under the amended and restated certificate of incorporation in effect as of December 31, 2016, the Company is authorized to issue two classes of stock: preferred stock and common stock.

Immediately prior to the consummation of the IPO on March 29, 2016, all outstanding shares of Series A and B convertible preferred stock were converted into 14,274,741 shares of common stock on a one-for-one basis. As such, no convertible preferred stock shares were outstanding as of December 31, 2016.

Convertible preferred stock as of December 31, 2015 consisted of the following (in thousands, except share data):

	Shares Authorized		Shares Issued & Outstanding		Net Carrying Value		Liquidation Value
Series A		8,921,429		8,921,429	$	50,941	$	33,500
Series B		5,353,312		5,353,312		74,839		75,000

Total		14,274,741		14,274,741	$	125,780	$	108,500

Convertible Preferred Stock Liability	12 Months Ended
Convertible Preferred Stock Liability	Dec. 31, 2016
Convertible Preferred Stock Liability
Convertible Preferred Stock Liability	8. Convertible Preferred Stock Liability On November 26, 2014, the Company executed the Series A Convertible Preferred Stock Purchase Agreement for the issuance of up to 8,921,438 shares of Series A convertible preferred stock and issued 3,395,468 shares for net proceeds of $12.6 million in connection with the first closing of the first tranche. In January 2015, in connection with the second closing of the first tranche, the Company issued 1,065,246 shares of Series A convertible preferred stock for net proceeds of $4.0 million and in June 2015, in connection with the closing of the second tranche, an additional 4,460,715 shares of Series A convertible preferred stock were issued for net proceeds of $16.7 million. The Series A Convertible Preferred Stock Purchase Agreement provided that, upon the earliest to occur of any of three defined triggers, each investor of the first tranche agreed to purchase its pro-rata portion of the shares to be issued in the second tranche and the Company agreed to sell and issue said shares of Series A convertible preferred stock on the same terms as the first tranche. A convertible preferred stock liability was recorded for the Company's obligation to sell the second tranche of the Series A convertible preferred stock to the first tranche stockholders at a fixed price of $3.755 per share upon the satisfaction of certain conditions. A liability was initially recorded in connection with the first tranche of the Series A convertible preferred stock financing at its initial estimated fair value of $2.6 million, with gains and losses arising from changes in fair value recognized in the statements of operations at each period while such instrument was classified as a liability. A $17.6 million charge was recorded for the change in estimated fair value of the Series A convertible preferred stock liability for the period from January 1, 2015 to the closing of the second tranche in June 2015. Upon the closing of the second tranche in June 2015, the liability terminated and the balance of the liability of $20.2 million was reclassified to convertible preferred stock. The preferred stock liability related to Series A convertible preferred stock was valued at issuance and at December 31, 2014 and March 31, 2015 using a black scholes option-pricing method based on the consideration paid for the Series A convertible preferred stock and the convertible preferred stock liability using an assumed term of 1.0 years and 0.75 years, an interest rate of 0.13% and 0.20% and a volatility of 85% and 85%, respectively. Immediately prior to its exercise on June 10, 2015, the convertible preferred stock liability's fair value was estimated based on its intrinsic value, with the fair value of the Series A convertible preferred stock estimated as of June 10, 2015 and compared to the exercise price of the Series A convertible preferred stock liability. To estimate the fair value of the Series A convertible preferred stock as of June 10, 2015, the enterprise value of the Company was estimated based on potential IPO and sale estimates. The enterprise value was then allocated to the various classes of securities using an option pricing model that assumed a term of two years to a liquidity event, an interest rate of 0.75% and a volatility of 75% based on market conditions and expectations as of the June valuation date.

Common Stock

12 Months Ended

Dec. 31, 2016

Common Stock.

Common Stock

9. Common Stock

As of December 31, 2016, the amended and restated certificate of incorporation authorizes the Company to issue 290 million shares of common stock and 10 million shares of preferred stock.

Each share of common stock is entitled to one vote. Common stockholders are entitled to dividends if and when declared by the board of directors. As of December 31, 2016, no dividends on common stock had been declared.

The Company reserved shares of common stock on an as-converted basis, for issuance as follows:

	December 31, 2016		December 31, 2015		December 31, 2014
Convertible preferred stock		—		14,274,741		8,921,438
Shares available for future option grants		2,475,600		2,559,499		837,547
Outstanding options		2,350,582		784,136		32,320
Unvested restricted common stock (founders and early exercise of stock options)		611,698		924,535		768,706
Shares reserved for employee stock purchase plan		200,000		—		—

Total		5,637,880		18,542,911		10,560,011

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 4
-Subparagraph (SAB Topic 4.E)
-URI http://asc.fasb.org/extlink&oid=27010918&loc=d3e74567-122707

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-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
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-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21484-112644

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-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
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-Subparagraph (SX 210.4-08(e))
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-Subparagraph (SX 210.5-02(31))
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section S99
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Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644

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-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(d))
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Reference 11: http://www.xbrl.org/2003/role/presentationRef
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-URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770

Reference 12: http://www.xbrl.org/2003/role/presentationRef
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Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Preferred Stock
-URI http://asc.fasb.org/extlink&oid=6521494

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Stock Option Plans

12 Months Ended

Dec. 31, 2016

Stock Option Plans

Stock Option Plans

10. Stock Option Plans

In February 2014, the Company adopted the 2014 Equity Incentive Plan (the "2014 Plan"), which was subsequently amended in November 2014, July 2015 and September 2015, under which it granted incentive stock options ("ISOs") or non-qualified stock options ("NSOs"). Terms of stock agreements, including vesting requirements, are determined by the board of directors or a committee authorized by the board of directors, subject to the provisions of the 2014 Plan. In general, awards granted by the Company vest over four years and have maximum exercise term of 10 years. The 2014 Plan provides that grants must be at an exercise price of 100% of fair market value of the Company's common stock as determined by the board of directors on the date of the grant.

In connection with the consummation of the IPO in March 2016, the 2016 Equity Incentive Award Plan (the "2016 Plan"), became effective. Under the 2016 Plan, incentive stock options, non-statutory stock options, stock purchase rights and other stock-based awards may be granted. Terms of stock agreements, including vesting requirements, are determined by the board of directors or a committee authorized by the board of directors, subject to the provisions of the 2016 Plan. In general, awards granted by the Company vest over four years and have maximum exercise term of 10 years. The 2016 Plan provides that grants must be at an exercise price of 100% of fair market value of the Company's common stock as determined by the board of directors on the date of the grant. In conjunction with adopting the 2016 Plan, the 2014 Plan was terminated and no further awards will be granted under the 2014 Plan. Options outstanding under the 2014 Plan as of the effective date of the 2016 Plan that are forfeited or lapse unexercised may be re-issued under the 2016 Plan, up to a maximum of 1,136,229 shares.

Activity under the Company's stock option plans is set forth below:

				Options Outstanding
	Shares Available for Grant			Number of Options			Weighted- Average Exercise Price
Balance at December 31, 2015		2,559,499			784,136		$	4.09
Additional shares authorized		1,496,001
Options granted		(1,813,400	)		1,813,400			15.09
Options exercised		—			(13,454	)		0.28
Options forfeited		233,500			(233,500	)		11.35

Balance at December 31, 2016		2,475,600			2,350,582		$	11.88

The following table summarizes information about stock options outstanding at December 31, 2016 and 2015:

	Options Outstanding at December 31, 2016						Options Vested at December 31, 2016
Exercise Price	Number		Weighted Average Remaining Contractual Life (in Years)		Weighted Average Exercise Price		Number		Weighted Average Remaining Contractual Life (in Years)		Weighted Average Exercise Price
$0.28		419,682		8.46	$	0.28		159,732		8.44	$	0.28
$4.65		144,500		8.81	$	4.65		42,449		8.81	$	4.65
$6.75		5,000		8.87	$	6.75		1,438		8.87	$	6.75
$13.34 - 16.37		1,781,400		9.42	$	15.21		193,867		9.18	$	15.14

		2,350,582		9.21	$	11.88		397,486		8.84	$	8.02