Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 06, 2020 | Jun. 30, 2019 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | NOVAVAX INC | ||
Entity Central Index Key | 0001000694 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 138,300,000 | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | Yes | ||
Trading Symbol | NVAX | ||
Entity Common Stock, Shares Outstanding | 51,528,841 | ||
Entity Interactive Data Current | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Shell Company | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 78,823 | $ 70,154 |
Marketable securities | 21,980 | |
Restricted cash | 2,947 | 10,847 |
Accounts receivable | 7,500 | |
Prepaid expenses and other current assets | 7,977 | 16,295 |
Total current assets | 97,247 | 119,276 |
Restricted cash | 410 | 958 |
Property and equipment, net | 11,445 | 28,426 |
Intangible assets, net | 5,581 | 6,541 |
Goodwill | 51,154 | 51,967 |
Other non-current assets | 7,120 | 810 |
Total assets | 172,957 | 207,978 |
Current liabilities: | ||
Accounts payable | 2,910 | 9,301 |
Accrued expenses | 14,867 | 19,550 |
Accrued interest | 5,078 | 5,078 |
Deferred revenue | 1,678 | 10,010 |
Other current liabilities | 1,262 | 1,600 |
Total current liabilities | 25,795 | 45,539 |
Deferred revenue | 2,500 | 2,500 |
Convertible notes payable | 320,611 | 319,187 |
Other non-current liabilities | 10,068 | 8,687 |
Total liabilities | 358,974 | 375,913 |
Commitments and contingencies | ||
Stockholders' deficit: | ||
Preferred stock, $0.01 par value, 2,000,000 shares authorized; no shares issued and outstanding at December 31, 2019 and 2018 | 0 | 0 |
Common stock, $0.01 par value, 600,000,000 shares authorized at December 31, 2019 and 2018 ; and 32,399,352 shares issued and 32,352,416 shares outstanding at December 31, 2019 and 19,245,302 shares issued and 19,222,410 shares outstanding at December 31, 2018 | 324 | 192 |
Additional paid-in capital | 1,260,551 | 1,144,621 |
Accumulated deficit | (1,431,801) | (1,299,107) |
Treasury stock, 46,936 shares, cost basis at December 31, 2019 and 22,892 shares, cost basis at December 31, 2018 | (2,583) | (2,450) |
Accumulated other comprehensive loss | (12,508) | (11,191) |
Total stockholders' deficit | (186,017) | (167,935) |
Total liabilities and stockholders' deficit | $ 172,957 | $ 207,978 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par or stated value per share | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Common stock, shares issued | 32,399,352 | 19,245,302 |
Common stock, shares outstanding | 32,352,416 | 19,222,410 |
Treasury stock, shares | 46,936 | 22,892 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue: | |||
Total revenue | $ 18,662 | $ 34,288 | $ 31,176 |
Expenses: | |||
Research and development | 113,842 | 173,797 | 168,435 |
Gain on Catalent transaction | (9,016) | ||
General and administrative | 34,417 | 34,409 | 34,451 |
Total expenses | 139,243 | 208,206 | 202,886 |
Loss from operations | (120,581) | (173,918) | (171,710) |
Other income (expense): | |||
Investment income | 1,512 | 2,674 | 1,946 |
Interest expense | (13,612) | (13,612) | (14,072) |
Other income (expense) | (13) | 108 | 67 |
Net loss | $ (132,694) | $ (184,748) | $ (183,769) |
Basic and diluted net loss per share | $ (5.51) | $ (9.99) | $ (12.56) |
Basic and diluted weighted average number of common shares outstanding | 24,100 | 18,488 | 14,633 |
Government Contract [Member] | |||
Revenue: | |||
Total revenue | $ 7,500 | ||
Grant and other [Member] | |||
Revenue: | |||
Total revenue | $ 11,162 | $ 34,288 | $ 31,176 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | |||
Net loss | $ (132,694) | $ (184,748) | $ (183,769) |
Other comprehensive income (loss): | |||
Net unrealized gains (losses) on marketable debt securities available-for-sale | 5 | 12 | (50) |
Foreign currency translation adjustment | (1,322) | (2,586) | 3,247 |
Other comprehensive income (loss) | (1,317) | (2,574) | 3,197 |
Comprehensive loss | $ (134,011) | $ (187,322) | $ (180,572) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Income (Loss) | Total |
Balance beginning at Dec. 31, 2016 | $ 136 | $ 938,578 | $ (929,996) | $ (2,450) | $ (11,814) | $ (5,546) |
Balance beginning (in shares) at Dec. 31, 2016 | 13,585,070 | |||||
Non-cash compensation cost for stock options, ESPP and restricted stock | 19,809 | 19,809 | ||||
Exercise of stock options/Purchases under ESPP | $ 1 | 1,151 | 1,152 | |||
Exercise of stock options/Purchases under ESPP, (in shares) | 54,676 | |||||
Issuance of common stock, net of issuance costs | $ 25 | 63,400 | 63,425 | |||
Issuance of common stock, net of issuance costs, (in shares) | 2,544,495 | |||||
Unrealized gain on marketable securities | (50) | (50) | ||||
Foreign currency translation adjustment | 3,247 | 3,247 | ||||
Net loss | (183,769) | (183,769) | ||||
Balance ending at Dec. 31, 2017 | $ 162 | 1,023,532 | (1,114,359) | (2,450) | (8,617) | (101,732) |
Balance ending (in shares) at Dec. 31, 2017 | 16,184,241 | |||||
Cumulative effect of adoption of ASU 2016-09 | 594 | (594) | ||||
Non-cash compensation cost for stock options, ESPP and restricted stock | 18,314 | 18,314 | ||||
Exercise of stock options/Purchases under ESPP | $ 1 | 2,744 | 2,745 | |||
Exercise of stock options/Purchases under ESPP, (in shares) | 120,561 | |||||
Restricted stock cancelled (in shares) | (938) | |||||
Issuance of common stock, net of issuance costs | $ 29 | 100,031 | 100,060 | |||
Issuance of common stock, net of issuance costs, (in shares) | 2,941,438 | |||||
Unrealized gain on marketable securities | 12 | 12 | ||||
Foreign currency translation adjustment | (2,586) | (2,586) | ||||
Net loss | (184,748) | (184,748) | ||||
Balance ending at Dec. 31, 2018 | $ 192 | 1,144,621 | (1,299,107) | (2,450) | (11,191) | (167,935) |
Balance ending (in shares) at Dec. 31, 2018 | 19,245,302 | |||||
Non-cash compensation cost for stock options, ESPP and restricted stock | 17,048 | 17,048 | ||||
Exercise of stock options/Purchases under ESPP | $ 2 | 1,122 | (132) | $ 992 | ||
Exercise of stock options/Purchases under ESPP, (in shares) | 173,873 | |||||
Restricted stock cancelled (in shares) | (76,661) | |||||
Fractional shares purchased in stock split | (1) | $ (1) | ||||
Issuance of common stock, net of issuance costs | $ 130 | 97,760 | 97,890 | |||
Issuance of common stock, net of issuance costs, (in shares) | 12,980,177 | |||||
Unrealized gain on marketable securities | 5 | 5 | ||||
Foreign currency translation adjustment | (1,322) | (1,322) | ||||
Net loss | (132,694) | (132,694) | ||||
Balance ending at Dec. 31, 2019 | $ 324 | $ 1,260,551 | $ (1,431,801) | $ (2,583) | $ (12,508) | $ (186,017) |
Balance ending (in shares) at Dec. 31, 2019 | 32,399,352 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT | |||
Issuance of common stock, issuance costs | $ 1,655 | $ 4,265 | $ 1,065 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Activities: | |||
Net loss | $ (132,694) | $ (184,748) | $ (183,769) |
Reconciliation of net loss to net cash used in operating activities: | |||
Depreciation and amortization | 5,676 | 8,159 | 9,817 |
Loss (Gain) on disposal of property and equipment | 88 | (55) | 269 |
Gain on Catalent transaction | (9,016) | ||
Non-cash impact of lease termination | (4,381) | ||
Amortization of debt issuance costs | 1,424 | 1,424 | 1,424 |
Lease incentives received | 1,933 | ||
Non-cash stock-based compensation | 17,048 | 18,314 | 19,809 |
Other | 4,869 | (2,396) | 2,715 |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other assets | (4,202) | 1,212 | 2,590 |
Accounts payable and accrued expenses | (11,485) | (6,744) | 5,192 |
Deferred revenue | (8,331) | (15,610) | (4,456) |
Net cash used in operating activities | (136,623) | (184,825) | (144,476) |
Investing Activities: | |||
Capital expenditures | (1,857) | (1,372) | (4,189) |
Proceeds from Catalent transaction | 18,333 | ||
Purchases of marketable securities | (17,484) | (120,150) | (218,045) |
Proceeds from maturities of marketable securities | 39,500 | 150,118 | 258,202 |
Net cash provided by investing activities | 38,492 | 28,596 | 35,968 |
Financing Activities: | |||
Principal payments of capital leases | (37) | ||
Net proceeds from sales of common stock | 97,392 | 100,060 | 63,425 |
Proceeds from the exercise of stock options and employee stock purchases | 992 | 2,745 | 1,152 |
Net cash provided by financing activities | 98,384 | 102,805 | 64,540 |
Effect of exchange rate on cash, cash equivalents and restricted cash | (32) | (48) | 142 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 221 | (53,472) | (43,826) |
Cash, cash equivalents and restricted cash at beginning of year | 81,959 | 135,431 | |
Cash, cash equivalents and restricted cash at end of year | 82,180 | 81,959 | 135,431 |
Supplemental disclosure of non-cash activities: | |||
Sale of common stock under the Sales Agreement not settled at year-end | 497 | ||
Capital expenditures included in accounts payable and accrued expenses | 49 | 519 | 15 |
Supplemental disclosure of cash flow information: | |||
Cash interest payments | $ 12,188 | $ 12,188 | $ 12,188 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2019 | |
Organization | |
Organization | Note 1 – Organization Novavax, Inc. (“Novavax,” and together with its wholly owned subsidiary, Novavax AB, the “Company”) is a late-stage biotechnology company that promotes improved global health through the discovery, development and commercialization of innovative vaccines to prevent serious infectious diseases. The Company’s vaccine candidates, including its lead candidates, NanoFlu TM and ResVax TM , are genetically engineered, three-dimensional nanostructures of recombinant proteins critical to disease pathogenesis and may elicit differentiated immune responses, which may be more efficacious than naturally occurring immunity or traditional vaccines. The Company’s technology targets a variety of infectious diseases. |
Liquidity
Liquidity | 12 Months Ended |
Dec. 31, 2019 | |
Liquidity | |
Liquidity | Note 2 – Liquidity Based on the Company’s most recent cash flow forecast, the Company believes its current capital, which includes approximately $156 million in net proceeds from sales of common stock under the At Market Issuance Sales Agreements during the first quarter of 2020, is sufficient to fund its operating plans for a minimum of twelve months from the date that this Annual Report was filed. Additional capital may be required in the future to develop its vaccine candidates through clinical development, manufacturing and commercialization. The Company’s ability to fund its operations is dependent upon management’s plans, which include raising additional capital in the near term primarily through a combination of equity and debt financings, collaborations, strategic alliances and marketing, distribution or licensing arrangements and in the longer term, from revenue related to product sales, to the extent its product candidates receive marketing approval and can be commercialized. New financings may not be available to the Company on commercially acceptable terms, or at all. Also, any collaborations, strategic alliances and marketing, distribution or licensing arrangements may require the Company to give up some or all of its rights to a product or technology, which in some cases may be at less than the full potential value of such rights. If the Company is unable to obtain additional capital, the Company will assess its capital resources and may be required to delay, reduce the scope of or eliminate one or more of its research and development programs, and/or downsize its organization. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 3 – Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements include the accounts of Novavax, Inc. and its wholly owned subsidiary, Novavax AB. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles in the United States (“U.S. 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 consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with maturities of three months or less from the date of purchase. Cash and cash equivalents consist of the following at December 31 (in thousands): 2019 2018 Cash $ 15,863 $ 6,750 Money market funds 42,960 39,168 Asset-backed securities 20,000 15,000 Corporate debt securities ⸺ 9,236 Cash and cash equivalents $ 78,823 $ 70,154 Cash equivalents are recorded at cost, which approximate fair value due to their short-term nature. Marketable Securities Marketable securities consist of debt securities with maturities greater than three months from the date of purchase that have historically included commercial paper, asset-backed securities and corporate notes. Classification of marketable securities between current and non-current is dependent upon the maturity date at the balance sheet date taking into consideration the Company’s ability and intent to hold the investment to maturity. Interest and dividend income is recorded when earned and included in investment income in the consolidated statements of operations. Premiums and discounts, if any, on marketable securities are amortized or accreted to maturity and included in investment income in the consolidated statements of operations. The specific identification method is used in computing realized gains and losses on the sale of the Company’s securities. The Company classifies its marketable securities with readily determinable fair values as “available-for-sale.” Investments in securities that are classified as available-for-sale are measured at fair market value in the consolidated balance sheets, and unrealized gains and losses on marketable securities are reported as a separate component of stockholders’ deficit until realized. Marketable securities are evaluated periodically to determine whether a decline in value is “other-than-temporary.” The term “other-than-temporary” is not intended to indicate a permanent decline in value. Rather, it means that the prospects for a near term recovery of value are not necessarily favorable, or that there is a lack of evidence to support fair values equal to, or greater than, the carrying value of the security. Management reviews criteria, such as the magnitude and duration of the decline, as well as the Company’s ability to hold the securities, including whether the Company will be required to sell a security prior to recovery of its amortized cost basis, the investment issuer's financial condition and business outlook to predict whether the loss in value is other-than-temporary. If a decline in value is determined to be other-than-temporary, the value of the security is reduced and the impairment is recorded as other income (expense) in the consolidated statements of operations. Concentration of Credit Risk Financial instruments, which possibly expose the Company to concentration of credit risk, consist primarily of cash and cash equivalents and marketable securities. The Company’s investment policy limits investments to certain types of instruments, including asset-backed securities, high-grade corporate debt securities and money market funds, places restrictions on maturities and concentrations in certain industries and requires the Company to maintain a certain level of liquidity. At times, the Company maintains cash balances in financial institutions, which may exceed federally insured limits. The Company has not experienced any losses relating to such accounts and believes it is not exposed to a significant credit risk on its cash and cash equivalents. Fair Value Measurements The Company applies Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), for financial and non-financial assets and liabilities. ASC 820 discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost). The statement utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: · Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. · Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. · Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. Restricted Cash The Company’s current and non-current restricted cash includes payments received under the Grant Agreement (as defined in Note 8) with the Bill & Melinda Gates Foundation (“BMGF”) under which the Company was awarded a grant of up to $89.1 million, escrow funds received in connection with the Catalent transaction (see Note 9) and cash collateral accounts under letters of credit that serve as security deposits for certain facility leases. The Company will utilize the Grant Agreement funds as it incurs expenses for services performed under the agreement. At December 31, 2019 and 2018, the restricted cash balances (both current and non-current) consist of payments received under the Grant Agreement of $1.4 million and $10.8 million, respectively, $1.5 million held in escrow received in connection with the Catalent transaction at December 31, 2019 and security deposits of $0.4 million and $1.0 million, respectively. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the statement of cash flows at December 31 (in thousands): 2019 2018 Cash and cash equivalents $ 78,823 $ 70,154 Restricted cash current 2,947 10,847 Restricted cash non-current 410 958 Cash, cash equivalents and restricted cash $ 82,180 $ 81,959 Property and Equipment Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the assets, generally three to seven years. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the estimated useful lives of the improvements or the remaining term of the lease. Repairs and maintenance costs are expensed as incurred. Leases The Company adopted the new leasing standard, Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) on January 1, 2019 under the optional transition method (see Note 3 under the caption “ Recent Accounting Pronouncements ”). Under the new standard, the Company determines if an arrangement is a lease or contains a lease at the inception of the contract. For all leases, the Company determines the classification as either operating or financing. Lease liabilities, which represent the Company’s obligation to make lease payments arising from the lease, and corresponding right-of-use assets, which represent the right to use an underlying asset for the lease term, are recognized at the commencement date of the lease based on the present value of the fixed future payments over the lease term. The Company calculates the present value of future payments using the discount rate implicit in the lease, if available, or the Company’s incremental borrowing rate. For operating leases, lease expense relating to fixed payments is recognized on a straight-line basis over the lease term and lease expense relating to variable payments is recognized as incurred. For finance leases, the amortization of the asset is recognized over the shorter of the lease term or useful life of the underlying asset. Other Intangible Assets The Company’s intangible assets include proprietary adjuvant technology and collaboration agreements, which were measured at the estimated fair values as of their acquisition dates. Amortization expense for intangible assets is recorded on a straight-line basis over the expected useful lives of the assets, ranging for seven to 20 years. Impairment of Long-Lived Assets Long-lived assets, including property and equipment and finite-lived intangible and right-of-use assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable based on the criteria for accounting for the impairment or disposal of long-lived assets under ASC Topic 360, Property, Plant and Equipment. The Company calculates the estimated fair value of a long-lived asset (group) using the income approach. Impairment losses are recognized when the sum of expected future cash flows is less than the assets' (group's) carrying value. Goodwill Goodwill is subject to impairment tests annually or more frequently should indicators of impairment arise. The Company has determined that, because its only business is the development of recombinant vaccines, it operates as a single operating segment and has one reporting unit. The Company primarily utilizes the market approach and, if considered necessary, the income approach to determine if it has an impairment of its goodwill. The market approach is based on market value of invested capital. To ensure that the Company’s capital stock is the appropriate measurement of fair value, the Company considers factors such as its trading volume, diversity of investors and analyst coverage. If considered necessary, the income approach is used to corroborate the results of the market approach. Goodwill impairment may exist if the carrying value of the reporting unit exceeds its estimated fair value. If the carrying value of the reporting unit exceeds its fair value, step two of the impairment analysis is performed. In step two of the analysis, an impairment loss is recorded equal to the excess of the carrying value of the reporting unit’s goodwill over its implied fair value, should such a circumstance arise. At December 31, 2019 and 2018, the Company used the market approach to determine if the Company had an impairment of its goodwill. The fair value of the Company’s single reporting unit was substantially higher than its carrying value, resulting in no impairment to goodwill at December 31, 2019 and 2018. Equity Method Investment The Company has an equity investment in CPL Biologicals Private Limited (“CPLB”). The Company accounts for this investment using the equity method (see Note 8). Under the equity method of accounting, investments are stated at initial cost and are adjusted for subsequent additional investments and the Company’s proportionate share of earnings or losses and distributions up to the amount initially invested or advanced. Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”), issued ASU 2014‑09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014‑09” or “Topic 606”), and subsequently issued amendments to ASU 2014‑09, to supersede nearly all existing revenue recognition guidance under U.S. GAAP. The new revenue standard became effective for the Company on January 1, 2018 and was adopted using the modified retrospective method. The adoption of the new revenue standard as of January 1, 2018 did not materially change the Company’s timing of revenue recognition as the majority of its revenue continues to be recognized under its Grant Agreement with BMGF (see discussion below). Since the Company did not identify any accounting changes that impact its revenue recognition timing, no adjustment to accumulated deficit was required upon adoption. Under the new revenue standard for arrangements that are determined within the scope of Topic 606, the Company recognizes revenue following the five-step model: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company assesses the goods or services promised within each contract and determines the performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company performs research and development under grant, license and clinical development agreements. Payments received in advance of work performed are recorded as deferred revenue. The Company’s current revenue primarily consists of revenue under its Grant Agreement with BMGF (see Note 8). The Company is reimbursed for certain costs that support development activities, including the Company’s global Phase 3 clinical trial in pregnant women in their third trimester, product licensing efforts and efforts to obtain World Health Organization (“WHO”) prequalification of its RSV F Vaccine for infants via maternal immunization (“ResVax™”). The Company’s Grant Agreement does not provide a direct economic benefit to BMGF. Rather, the Company entered into an agreement with BMGF to make a certain amount of ResVax available and accessible at affordable pricing to people in certain low- and middle-income countries. Based on these circumstances, the Company does not consider BMGF to be a customer and concluded the Grant Agreement is outside the scope of Topic 606. Payments received under the Grant Agreement are considered conditional contributions under the scope of ASC 958‑605, Not-for-Profit Entities – Revenue Recognition , and are recorded as deferred revenue until the period in which such research and development activities are performed and revenue can be recognized. The Company analyzed the Grant Agreement with BMGF to determine whether the payments received should be recorded as revenue or as a reduction to research and development expenses. In reaching the determination that such payments should be recorded as revenue, management considered a number of factors, including whether the Company is principal under the arrangement, and whether the arrangement is significant to, and part of, the Company’s core operations. Further, management has consistently applied its policy of presenting such amounts as revenue. As discussed in Note 8, the Company recorded revenue of $7.5 million as a result of the amendment the Company entered into with The Department of Health and Human Services, Biomedical Advanced Research and Development Authority ("HHS BARDA") in the fourth quarter of 2019 to close out the HHS BARDA contract. Stock-Based Compensation The Company accounts for stock-based compensation related to grants of stock options, stock appreciation rights, restricted stock awards and purchases under the Company’s Employee Stock Purchase Plan, as amended and restated (the “ESPP”) at fair value. The Company recognizes compensation expense related to such awards on a straight-line basis over the requisite service period (generally the vesting period) of the equity awards, which typically occurs ratably over periods ranging from six months to four years. The expected term of stock options and stock appreciation rights granted is based on the Company’s historical option exercise experience and post-vesting forfeiture experience using the historical expected term from the vesting date, whereas the expected term for purchases under the ESPP is based on the purchase periods included in the offering. The expected volatility is determined using historical volatilities based on stock prices over a look-back period corresponding to the expected term. The risk-free interest rate is determined using the yield available for zero-coupon U.S. Government issues with a remaining term equal to the expected term. The Company has never paid a dividend, and as such, the dividend yield is zero, and the Company does not intend to pay dividends in the foreseeable future. Restricted stock awards are recorded as compensation expense over the expected vesting period based on the fair value at the award date using the straight-line method of amortization. See Note 13 for a further discussion on stock-based compensation. Research and Development Expenses Research and development expenses include salaries, stock-based compensation, laboratory supplies, consultants and subcontractors, including external contract research organizations (“CROs”), and other expenses associated with the Company’s process development, manufacturing, clinical, regulatory and quality assurance activities for its clinical development programs. In addition, related indirect costs such as fringe benefits and overhead expenses are also included in research and development expenses. Research and development activities are expensed as incurred. Accrued Research and Development Expenses The Company accrues research and development expenses, including clinical trial-related expenses, as the services are performed, which may include estimates of those expenses incurred, but not invoiced. The Company uses information provided by third-party service providers and CROs, invoices and internal estimates to determine the progress of work performed on the Company’s behalf. Assumptions based on clinical trial protocols, contracts and participant enrollment data are also developed to determine and analyze these estimates and accruals. Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes . Under the liability method, deferred income taxes are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect of changes in tax rates on deferred tax assets and liabilities is recognized in income in the period such changes are enacted. A valuation allowance is established when necessary to reduce net deferred tax assets to the amount expected to be realized. Tax benefits associated with uncertain tax positions are recognized in the period in which one of the following conditions is satisfied: (1) the more likely than not recognition threshold is satisfied; (2) the position is ultimately settled through negotiation or litigation; or (3) the statute of limitations for the taxing authority to examine and challenge the position has expired. Tax benefits associated with an uncertain tax position are reversed in the period in which the more likely than not recognition threshold is no longer satisfied. Interest and penalties related to income tax matters are recorded as income tax expense. At December 31, 2019 and 2018, the Company had no accruals for interest or penalties related to income tax matters. Net Loss per Share Net loss per share is computed using the weighted average number of shares of common stock outstanding. At December 31, 2019, 2018 and 2017, the Company had outstanding stock options and unvested restricted stock awards totaling 4,992,792, 2,975,481 and 2,325,670 underlying shares of the Company’s common stock, respectively. At December 31, 2019 and 2018, the Company’s Notes (as defined in Note 11) would have been convertible into approximately 2,385,800 shares of the Company’s common stock assuming a common stock price of $136.20 or higher. These and any shares due to the Company upon settlement of its capped call transactions are excluded from the computation, as their effect is antidilutive. Foreign Currency The accompanying consolidated financial statements are presented in U.S. dollars. The functional currency of Novavax AB, which is located in Sweden, is the local currency (Swedish Krona). The translation of assets and liabilities of Novavax AB to U.S. dollars is made at the exchange rate in effect at the consolidated balance sheet date, while equity accounts are translated at historical rates. The translation of the statement of operations data is made at the average exchange rate in effect for the period. The translation of operating cash flow data is made at the average exchange rate in effect for the period, and investing and financing cash flow data is translated at the exchange rate in effect at the date of the underlying transaction. Translation gains and losses are recognized as a component of accumulated other comprehensive loss in the accompanying consolidated balance sheets. The foreign currency translation adjustment balance included in accumulated other comprehensive loss was $12.5 million and $11.2 million at December 31, 2019 and 2018, respectively. Segment Information The Company manages its business as one operating segment: the development of recombinant vaccines. The Company does not operate separate lines of business with respect to its vaccine candidates. Accordingly, the Company does not have separately reportable segments as defined by ASC Topic 280, Segment Reporting . Recent Accounting Pronouncements Recently Adopted In February 2016, FASB issued ASU 2016‑02, Leases (Topic 842), subsequently amended in 2018 by ASU 2018‑01, ASU 2018‑10, ASU 2018‑11 and ASU 2018‑20 (collectively, “Topic 842”), that increases transparency and comparability among organizations by requiring the recognition of right-of-use assets and lease liabilities on the balance sheet and disclosure of key information about leasing arrangements for both lessees and lessors. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. In connection with the adoption of Topic 842, the Company conducted reviews of its facility and equipment operating leases and assessed contracts that may contain a right-of-use asset or embedded leasing arrangement. The Company adopted Topic 842 on January 1, 2019 under the optional transition method, which does not require restatement of prior periods. The Company elected the package of practical expedients permitted under the transition guidance, which allowed the Company to carryforward its historical lease classification, its assessment of whether a contract is or contains a lease and its initial direct costs for any leases that existed prior to adoption of the standard. The Company also elected to combine lease and non-lease components for its facility leases and to exclude leases with an initial term of 12 months or less from its consolidated balance sheet and recognize the associated lease payments in its consolidated statements of operations on a straight-line basis over the lease term. The Company's equipment leases had a remaining term of 12 months or less at the adoption date. The Company recorded approximately $12 million in total right-of-use assets, net of the deferred rent liability, and approximately $22 million in total lease liabilities on its consolidated balance sheet as of January 1, 2019. Adoption of the standard did not materially impact its consolidated statements of cash flows or results of operations. Subsequent to its adoption and as a result of the Catalent transaction (see Note 9), the Company wrote-off right-of-use assets of $8.2 million and the associated lease liabilities of $12.7 million. Not Yet Adopted In January 2017, the FASB issued ASU 2017‑04, Intangibles-Goodwill and Other (Topic 350) (“ASU 2017‑04”), which will simplify the goodwill impairment calculation by eliminating Step 2 from the current goodwill impairment test. The new standard does not change how a goodwill impairment is identified. The Company will continue to perform its quantitative goodwill impairment test by comparing the fair value of its reporting unit to its carrying amount, but if the Company is required to recognize a goodwill impairment charge, under the new standard, the amount of the charge will be calculated by subtracting the reporting unit’s fair value from its carrying amount. Under the current standard, if the Company is required to recognize a goodwill impairment charge, Step 2 requires it to calculate the implied value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination and the amount of the charge is calculated by subtracting the reporting unit’s implied fair value of goodwill from the goodwill carrying amount. The standard will be effective January 1, 2020 for the Company and will be applied prospectively from the date of adoption. The adoption of ASU 2017‑04 will not have a material impact on the historical consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Measurements | |
Fair Value Measurements | Note 4 – Fair Value Measurements The following table represents the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis (in thousands): Fair Value at December 31, 2019 Fair Value at December 31, 2018 Assets Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Money market funds(1) $ 42,960 $ ― $ — $ 39,168 $ — $ — Asset-backed securities(2) ― 20,000 ― ― 19,997 ― Corporate debt securities(3) ― — ― ― 26,219 ― Total cash equivalents and marketable securities $ 42,960 $ 20,000 $ — $ 39,168 $ 46,216 $ — Liabilities Convertible notes payable $ ― $ 125,811 $ — $ — $ 197,935 $ — (1) Classified as cash and cash equivalents as of December 31, 2019 and 2018, respectively (see Note 3). (2) Includes $20,000 and $15,000 classified as cash and cash equivalents as of December 31, 2019 and 2018, respectively, on the consolidated balance sheets. (3) Includes $9,236 classified as cash and cash equivalents as of December 31, 2018 on the consolidated balance sheets. Fixed-income investments categorized as Level 2 are valued at the custodian bank by a third-party pricing vendor’s valuation models that use verifiable observable market data, e.g., interest rates and yield curves observable at commonly quoted intervals and credit spreads, bids provided by brokers or dealers or quoted prices of securities with similar characteristics. Pricing of the Company’s Notes (as defined in Note 11) has been estimated using other observable inputs, including the price of the Company’s common stock, implied volatility, interest rates and credit spreads among others. During the years ended December 31, 2019 and 2018, the Company did not have any transfers between Levels. The amount in the Company’s consolidated balance sheets for accounts payable and accrued expenses approximates its fair value due to its short-term nature. |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2019 | |
Marketable Securities | |
Marketable Securities | Note 5 – Marketable Securities Marketable securities classified as available-for-sale as of December 31, 2019 and 2018 were comprised of (in thousands): December 31, 2019 December 31, 2018 Gross Gross Gross Gross Amortized Unrealized Unrealized Amortized Unrealized Unrealized Cost Gains Losses Fair Value Cost Gains Losses Fair Value Asset-backed securities $ — $ — $ — $ — $ 4,999 $ — $ (2) $ 4,997 Corporate debt securities — — — — 16,986 — (3) 16,983 Total $ — $ — $ — $ — $ 21,985 $ — $ (5) $ 21,980 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Other Intangible Assets | |
Goodwill and Other Intangible Assets | Note 6 – Goodwill and Other Intangible Assets Goodwill The changes in the carrying amounts of goodwill for the years ended December 31, 2019 and 2018 were as follows (in thousands): Year Ended December 31, 2019 2018 Beginning balance $ 51,967 $ 53,563 Currency translation adjustments (813) (1,596) Ending balance $ 51,154 $ 51,967 Identifiable Intangible Assets Purchased intangible assets consisted of the following as of December 31, 2019 and 2018 (in thousands): December 31, 2019 December 31, 2018 Gross Gross Carrying Accumulated Intangible Carrying Accumulated Intangible Amount Amortization Assets, Net Amount Amortization Assets, Net Finite-lived intangible assets: Proprietary adjuvant technology $ 7,985 $ (2,562) $ 5,423 $ 8,357 $ (2,263) $ 6,094 Collaboration agreements 3,606 (3,448) 158 3,773 (3,326) 447 Total identifiable intangible assets $ 11,591 $ (6,010) $ 5,581 $ 12,130 $ (5,589) $ 6,541 Amortization expense for the years ended December 2019, 2018 and 2017 was $0.7 million, $0.7 million and $2.2 million, respectively. Estimated amortization expense for existing intangible assets for each of the five succeeding years ending December 31, is as follows (in thousands): Year Amount 2020 $ 557 2021 399 2022 399 2023 399 2024 399 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases | |
Leases | Note 7 – Leases The Company has operating leases for its research and development and manufacturing facilities, corporate headquarters and offices and certain equipment. At December 31, 2019, the facility leases have expirations that range from approximately 4 year to 7 years, some of which include options to extend the leases or terminate the leases early. Options to extend the leases or terminate the leases early are only included in the lease term when it is reasonably certain that the option will be exercised. The facility leases contain provisions for future rent increases, and obligate the Company to pay building operating costs. Upon closing of the Catalent transaction in July 2019, the Company assigned two of its manufacturing facility leases to Catalent (see Note 9). As a result, the Company wrote-off the corresponding right-of-use (“ROU”) assets of $8.2 million and the associated lease liabilities of $12.7 million. Supplemental balance sheet information related to leases as of December 31, 2019 was as follows (in thousands, except weighted-average remaining lease term and discount rate): Lease Assets and Liabilities Classification Amount Assets: Operating lease ROU assets Other non-current assets $ 6,454 Liabilities: Current operating lease liabilities Other current liabilities $ 1,262 Non-current operating lease liabilities Other non-current liabilities 10,004 Total operating lease liabilities $ 11,266 Weighted-average remaining lease term (years) 5.99 Weighted-average discount rate 15.58 % Lease expense for the operating and short-term leases for the year ended December 31 was as follows (in thousands): 2019 Operating lease expense $ 3,952 Short-term lease expense 434 Total lease expense $ 4,386 Total facility rent expense was approximately $5.0 million and $8.4 million for the years ended December 31, 2018 and 2017, respectively. Supplemental cash flow information related to leases for the year ended December 31, 2019 was as follows (in thousands): Amount Cash paid for amounts included in the measurement of operating lease liabilities $ 5,060 ROU assets obtained in exchange for operating lease obligations 16,534 As of December 31, 2019, maturities of lease liabilities were as follows (in thousands): Year Amount 2020 $ 2,927 2021 2,993 2022 3,061 2023 2,921 2024 1,922 Thereafter 3,825 Total operating lease payments 17,649 Less: imputed interest (6,383) Total operating lease liabilities $ 11,266 |
Grants, U.S. Government Contrac
Grants, U.S. Government Contract and Joint Venture | 12 Months Ended |
Dec. 31, 2019 | |
Grants, U.S. Government Contract and Joint Venture | |
Grants, U.S. Government Contract and Joint Venture | Note 8 – Grants, U.S. Government Contract and Joint Venture Bill & Melinda Gates Foundation Grant Agreement In support of the Company’s development of ResVax, in September 2015, the Company entered into the grant agreement with BMGF (the “Grant Agreement”), under which it was awarded a grant totaling up to $89.1 million (the “Grant”). The Grant supports development activities, including the Company’s global Phase 3 clinical trial in pregnant women in their third trimester, product licensing efforts and efforts to obtain WHO prequalification of ResVax. Unless terminated earlier by BMGF, the Grant Agreement will continue in effect until the end of 2021. The Company concurrently entered into a Global Access Commitments Agreement (“GACA”) with BMGF as a part of the Grant Agreement. Under the terms of the GACA, among other things, the Company agreed to make a certain amount of ResVax available and accessible at affordable pricing to people in certain low- and middle-income countries. Unless terminated earlier by BMGF, the GACA will continue in effect until the latter of 15 years from its effective date, or 10 years after the first sale of a product under defined circumstances. The term of the GACA may be extended in certain circumstances, by a period of up to five additional years. Payments received in advance that are related to future performance are deferred and recognized as revenue when the research and development activities are performed. Cash payments received under the Grant Agreement are restricted as to their use until expenditures contemplated in the Grant Agreement are incurred. In 2019, the Company recognized revenue from the Grant of $8.4 million, and has recognized approximately $81 million in revenue since the inception of the agreement. At December 31, 2019, the Company’s current restricted cash and deferred revenue balances on the consolidated balance sheet represent its estimate of costs to be reimbursed and revenue to be recognized, respectively, in the next twelve months under the Grant Agreement. Coalition for Epidemic Preparedness Innovations Award In March 2020, the Company was awarded initial funding of $4 million from the Coalition for Epidemic Preparedness Innovations (“CEPI”) to facilitate its development of a new strain of the coronavirus vaccine (“COVID-19”) in preparation for potential future clinical trials. A subsequent CEPI award may be available to cover the Company’s program expenditures through Phase 1 clinical trial results. HHS BARDA Contract for Recombinant Influenza Vaccines HHS BARDA awarded the Company a contract in 2011 for the development of both the Company’s quadrivalent seasonal and pandemic influenza virus-like particle (“VLP”) vaccine candidates. The HHS BARDA contract was a cost-plus-fixed-fee contract, under which the Company was reimbursed for allowable direct and indirect contract costs and a fixed-fee. The HHS BARDA contract expired in accordance with its terms in September 2016. Billings under the contract were provisional, subject to adjustment after audit by the government, and were based on approved provisional indirect billing rates, including fringe benefits, overhead and general and administrative expenses. These indirect rates were subject to audit by HHS BARDA on an annual basis. In December 2019, the Company amended its contract with HHS BARDA to close out the contract. Pursuant to the amendment, HHS BARDA agreed to pay the Company $7.5 million for the recovery of additional costs under the contract relating to the close out of indirect rates for the remaining fiscal years 2013 through 2016. As a result of the amendment, the Company recorded revenue of $7.5 million in the fourth quarter of 2019. Payment was received in the first quarter of 2020. CPLB Joint Venture In 2009, the Company formed a joint venture with Cadila Pharmaceuticals Limited (“Cadila”), CPLB, to develop and manufacture vaccines, biological therapeutics and diagnostics in India. CPLB is owned 20% by the Company and 80% by Cadila. Because CPLB’s activities and operations are controlled and funded by Cadila, the Company accounts for its investment using the equity method. Since the carrying value of the Company’s initial investment was nominal, and the Company has provided no guarantee or commitment to provide future funding, the Company has not recorded losses related to this investment. In July 2018, the Company amended and restated its joint venture and license agreements with respect to CPLB to align them with its current and planned interactions with CPLB. CPLB continues to be owned 20% by the Company and 80% by Cadila. |
Catalent Transaction
Catalent Transaction | 12 Months Ended |
Dec. 31, 2019 | |
Catalent Transaction | |
Catalent Transaction | Note 9 – Catalent Transaction In June 2019, the Company entered into an asset purchase agreement (the “Purchase Agreement”) with Catalent Maryland, Inc. (formerly Paragon Bioservices, Inc.), a unit of Catalent Biologics (“Catalent”), pursuant to which the Company agreed to sell to Catalent certain assets related to its biomanufacturing and development activities located at the facilities situated at each of 20 Firstfield Road in Gaithersburg, MD 20878 and 9920 Belward Campus Drive in Rockville, MD 20850, for a purchase price of (i) $18.0 million, including $1.5 million to be held in escrow for one year following the closing of the transaction, plus (ii) an additional fee to purchase laboratory supplies of $0.3 million, subject to certain adjustments. The transaction closed in July 2019. Pursuant to the transactions contemplated by the Purchase Agreement, approximately 100 Novavax manufacturing and quality employees transferred to Catalent, and the Company assigned two facility leases to Catalent. The Company also entered into other ancillary agreements upon the closing of the transaction, including a Non-Commercial GMP Manufacturing Services Agreement pursuant to which the Company is required to purchase $6.0 million in certain services from Catalent set forth therein, through July 31, 2020. The transaction was treated as an asset disposition for accounting purposes. In 2019, the Company recorded a gain on the disposition of such assets of $9.0 million. |
Other Financial Information
Other Financial Information | 12 Months Ended |
Dec. 31, 2019 | |
Other Financial Information | |
Other Financial Information | Note 10 – Other Financial Information Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following at December 31 (in thousands): 2019 2018 Laboratory supplies $ 4,376 $ 11,974 Other prepaid expenses and other current assets 3,601 4,321 Prepaid expenses and other current assets $ 7,977 $ 16,295 Property and Equipment, net Property and equipment is comprised of the following at December 31 (in thousands): 2019 2018 Machinery and equipment $ 9,946 $ 35,723 Leasehold improvements 9,088 22,276 Computer hardware 4,987 4,763 Construction in progress 448 1,347 24,469 64,109 Less ― accumulated depreciation (13,024) (35,683) Property and equipment, net $ 11,445 $ 28,426 Depreciation expense was approximately $5.1 million, $7.4 million and $7.6 million for the years ended December 31, 2019, 2018 and 2017, respectively. Accrued Expenses Accrued expenses consist of the following at December 31 (in thousands): 2019 2018 Employee benefits and compensation $ 7,504 $ 9,632 Research and development accruals 6,175 8,476 Other accrued expenses 1,188 1,442 Accrued expenses $ 14,867 $ 19,550 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2019 | |
Long-Term Debt | |
Long-Term Debt | Note 11 – Long-Term Debt Convertible Notes In the first quarter of 2016, the Company issued $325 million aggregate principal amount of convertible senior unsecured notes that will mature on February 1, 2023 (the “Notes”). The Notes are senior unsecured debt obligations and were issued at par. The Notes were issued pursuant to an indenture dated January 29, 2016 (the “Indenture”), between the Company and the trustee. The Company received $315.0 million in net proceeds from the offering after deducting underwriting fees and offering expenses. The Notes bear cash interest at a rate of 3.75%, payable on February 1 and August 1 of each year, beginning on August 1, 2016. The Notes are not redeemable prior to maturity and are convertible into shares of the Company’s common stock. As a result of the Company's one-for-twenty reverse stock split (see Note 12) and pursuant to Section 14.04(a) of the Indenture, the Notes are initially convertible into approximately 2,385,800 shares of the Company’s common stock based on the initial conversion rate of 7.3411 shares of the Company’s common stock per $1,000 principal amount of the Notes. This represents an initial conversion price of approximately $136.20 per share of the Company’s common stock, representing an approximate 22.5% conversion premium based on the last reported sale price of the Company’s common stock of $111.20 per share on January 25, 2016. In addition, the holders of the Notes may require the Company to repurchase the Notes at par value plus accrued and unpaid interest following the occurrence of a Fundamental Change (as described in the Indenture). If a holder of the Notes converts upon a Make-Whole Adjustment Event (as described in the Indenture), they may be eligible to receive a make-whole premium through an increase to the conversion rate up to a maximum of 8.9928 shares per $1,000 principal amount of Notes (subject to other adjustments as described in the Indenture). The Notes are accounted for in accordance with ASC 470‑20, Debt with Conversion and Other Options (“ASC 470‑20”) and ASC 815‑40, Contracts in Entity’s Own Equity (“ASC 815‑40”). Under ASC 815‑40, to qualify for equity classification (or nonbifurcation, if embedded) the instrument (or embedded feature) must be both (1) indexed to the issuer’s stock and (2) meet the requirements of the equity classification guidance. Based upon the Company’s analysis, it was determined the Notes do contain embedded features indexed to its own stock, but do not meet the requirements for bifurcation, and therefore do not need to be separately accounted for as an equity component. Since the embedded conversion feature meets the equity scope exception from derivative accounting, and also since the embedded conversion option does not need to be separately accounted for as an equity component under ASC 470‑20, the proceeds received from the issuance of the convertible debt were recorded as a liability on the consolidated balance sheets. In connection with the issuance of the Notes, the Company also paid $38.5 million, including expenses, to enter into privately negotiated capped call transactions with certain financial institutions (the “capped call transactions”). The capped call transactions are generally expected to reduce the potential dilution upon conversion of the Notes in the event that the market price per share of the Company’s common stock, as measured under the terms of the capped call transactions, is greater than the strike price of the capped call transactions, which initially corresponds to the conversion price of the Notes, and is subject to anti-dilution adjustments generally similar to those applicable to the conversion rate of the Notes. The cap price of the capped call transactions will initially be $194.60 per share, which represented a premium of approximately 75% based on the last reported sale price of the Company’s common stock of $111.20 per share on January 25, 2016, and is subject to certain adjustments under the terms of the capped call transactions. If, however, the market price per share of the Company’s common stock, as measured under the terms of the capped call transactions, exceeds the cap price, there would nevertheless be dilution upon conversion of the Notes to the extent that such market price exceeds the cap price. The Company evaluated the capped call transactions under ASC 815‑10, Derivatives and Hedging – Overall and determined that it should be accounted for as a separate transaction and that the capped call transactions will be classified as an equity instrument. The Company incurred approximately $10.0 million of debt issuance costs during the first quarter of 2016 relating to the issuance of the Notes, which were recorded as a reduction to the Notes on the consolidated balance sheet. The $10.0 million of debt issuance costs is being amortized and recognized as additional interest expense over the seven-year contractual term of the Notes on a straight-line basis, which approximates the effective interest rate method. The Company also incurred $0.9 million of expenses related to the capped call transactions, which were recorded as a reduction to additional paid-in-capital. Total convertible notes payable consisted of the following at (in thousands): December 31, December 31, 2019 2018 Principal amount of Notes $ 325,000 $ 325,000 Unamortized debt issuance costs (4,389) (5,813) Total convertible notes payable $ 320,611 $ 319,187 Interest expense incurred in connection with the Notes consisted of the following for the years ended December 31 (in thousands): 2019 2018 2017 Coupon interest at 3.75% $ 12,188 $ 12,188 $ 12,188 Amortization of debt issuance costs 1,424 1,424 1,424 Total interest expense on Notes $ 13,612 $ 13,612 $ 13,612 |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Deficit | |
Stockholders' Deficit | Note 12 – Stockholders’ Equity On May 8, 2019, the Company’s stockholders of record as of March 25, 2019 approved a one-for-twenty reverse stock split of the Company’s outstanding common stock, which was effected on May 10, 2019. The number of authorized shares of common stock and preferred stock of the Company was not affected and remains at 600,000,000 and 2,000,000, respectively, but the number of shares of common stock outstanding as of May 10, 2019 was reduced from 469,453,883 to 23,472,574. The aggregate par value of the issued common stock was reduced by reclassifying a portion of the par value amount of the outstanding common shares from Common stock to Additional paid-in-capital for all periods presented. In addition, all per share and share amounts, including stock options and restricted stock awards, have been retroactively restated in the accompanying consolidated financial statements and notes thereto for all periods presented to reflect the reverse stock split. In March 2020, the Company entered into an At Market Issuance Sales Agreement (“March 2020 Sales Agreement”), which allows it to issue and sell up to $150 million in gross proceeds of its common stock. From March 2 through March 6, 2020, the Company sold 1.5 million shares of common stock under the March 2020 Sales Agreement resulting in $18.6 million in net proceeds, leaving $131.1 million remaining. In January 2020, the Company entered into an At Market Issuance Sales Agreement (“January 2020 Sales Agreement”), which allowed it to issue and sell up to $100 million in gross proceeds of its common stock. During the first quarter of 2020, the Company sold 10.5 million shares of common stock under the January 2020 Sales Agreement resulting in $98.7 million in net proceeds. The January 2020 Sales Agreement was fully utilized at that time. In December 2018, the Company entered into an At Market Issuance Sales Agreement (“December 2018 Sales Agreement”), which allowed it to issue and sell up to $100 million in gross proceeds of its common stock. During 2019, the Company sold 10.5 million shares of common stock under the December 2018 Sales Agreement resulting in $59.5 million in net proceeds (this amount excludes $0.5 million received in the first quarter of 2020 for shares traded in late December 2019). During the first quarter of 2020, the Company sold 7.2 million shares of common stock resulting in $38.5 million in net proceeds. The December 2018 Sales Agreement was fully utilized at that time. In April 2018, the Company completed a public offering of 1.7 million shares of its common stock, including 0.2 million shares of common stock that were issued upon the exercise in full of the option to purchase additional shares granted to the underwriters, at a price of $33.00 per share resulting in net proceeds, net of offering costs of $3.6 million, of approximately $54 million. In December 2017, the Company entered into an At Market Issuance Sales Agreement (“December 2017 Sales Agreement”), which allowed it to issue and sell up to $75 million in gross proceeds of its common stock. During 2018, the Company sold 0.9 million shares of common stock under the December 2017 Sales Agreement resulting in $35.9 million in net proceeds . During the first quarter of 2019, the Company sold 2.5 million shares of common stock resulting in $37.9 million in net proceeds. The December 2017 Sales Agreement was fully utilized at that time. In January 2017, the Company entered into an At Market Issuance Sales Agreement (“January 2017 Sales Agreement”), which allowed it to issue and sell up to $75 million in gross proceeds of its common stock. During 2017, the Company sold 2.5 million shares of common stock under the January 2017 Sales Agreement resulting in $63.4 million in net proceeds. During the first quarter of 2018, the Company sold 0.3 million shares of common stock resulting in $10.3 million in net proceeds. The January 2017 Sales Agreement was fully utilized at that time. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Stock-Based Compensation | |
Stock-Based Compensation | Note 13 – Stock-Based Compensation Stock Options The 2015 Stock Incentive Plan, as amended (“2015 Plan”), was approved at the Company’s annual meeting of stockholders in June 2015. Under the 2015 Plan, equity awards may be granted to officers, directors, employees and consultants of and advisors to the Company and any present or future subsidiary. The 2015 Plan authorizes the issuance of up to 3,800,000 shares of common stock under equity awards granted under the 2015 Plan, which includes an increase of 1,000,000 shares approved for issuance under the 2015 Plan at the Company’s 2019 annual meeting of stockholders. All such shares authorized for issuance under the 2015 Plan have been reserved. The 2015 Plan will expire on March 4, 2025. The Amended and Restated 2005 Stock Incentive Plan (“2005 Plan”) expired in February 2015 and no new awards may be made under such plan, although awards will continue to be outstanding in accordance with their terms. The 2015 Plan permits and the 2005 Plan permitted the grant of stock options (including incentive stock options), restricted stock, stock appreciation rights and restricted stock units. In addition, under the 2015 Plan, unrestricted stock, stock units and performance awards may be granted. Stock options and stock appreciation rights generally have a maximum term of 10 years and may be or were granted with an exercise price that is no less than 100% of the fair market value of the Company’s common stock at the time of grant. Grants of stock options are generally subject to vesting over periods ranging from one to four years. Stock Options and Stock Appreciation Rights The following is a summary of stock options and stock appreciation rights activity under the 2015 Plan and the 2005 Plan for the year ended December 31, 2019: 2015 Plan 2005 Plan Weighted- Weighted- Average Average Stock Exercise Stock Exercise Options Price Options Price Outstanding at January 1, 2019 2,392,567 $ 62.41 582,616 $ 65.72 Granted 1,620,721 $ 5.98 — $ — Exercised (1,514) $ 27.42 (1,500) $ 11.20 Canceled (623,073) $ 61.29 (79,336) $ 76.42 Outstanding at December 31, 2019 3,388,701 $ 35.64 501,780 $ 64.19 Shares exercisable at December 31, 2019 1,017,774 $ 80.55 501,780 $ 64.19 Shares available for grant at December 31, 2019 228,335 In the third quarter of 2019, the Company granted 192,400 stock appreciation rights with a weighted-average exercise price of $5.95 under the 2015 Plan. In addition, due to the limitations on the equity awards currently available under the 2015 Plan, the Company granted 1,014,200 stock options to certain employees with a weighted-average exercise price of $5.95 under the 2015 Plan that are subject to approval at the Company’s annual meeting of stockholders in June 2020. As these stock options have not yet been approved by the Company’s stockholders, the Company will not record any stock-based compensation expense for these awards until such time these awards are approved by the stockholders and a measurement date occurs. The fair value of stock options and stock appreciation rights (not including awards that are subject to approval at the Company's annual meeting of stockholders in June 2020) granted under the 2015 Plan was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: 2019 2018 2017 Weighted average Black-Scholes fair value of stock options and SARs granted $4.98 $34.80 $21.20 Risk-free interest rate 1.5%-2.6% 2.3%-3.1% 1.6%-2.3% Dividend yield 0% 0% 0% Volatility 105.4%-134.1% 93.3%-115.6% 88.9%-114.1% Expected term (in years) 3.9-7.5 4.1-7.5 4.1-7.5 Expected forfeiture rate N/A N/A N/A The Company used the Monte Carlo simulation model to determine the fair value of its 0.1 million stock options containing a market condition that were granted in 2016 (the “Performance Options”). The fair value of the Performance Options was estimated with the following assumptions: 99.11% volatility, a 1.74% risk-free interest rate, 5.62% forfeiture rate and 0% dividend yield, which resulted in fair values of $14.80 to $18.40 per share, and expected terms of 1.35 years to 3.50 years. The total aggregate intrinsic value and weighted-average remaining contractual term of stock options and stock appreciation rights outstanding under the 2015 Plan and 2005 Plan as of December 31, 2019 was $0 million and 7.9 years, respectively. The total aggregate intrinsic value and weighted-average remaining contractual term of stock options and stock appreciation rights exercisable under the 2015 Plan and 2005 Plan as of December 31, 2019 was $0 million and 5.6 years, respectively. The aggregate intrinsic value represents the total intrinsic value (the difference between the Company’s closing stock price on the last trading day of the period and the exercise price, multiplied by the number of in-the-money stock options and stock appreciation rights) that would have been received by the holders had all stock option and stock appreciation rights holders exercised their stock options and stock appreciation rights on December 31, 2019. This amount is subject to change based on changes to the closing price of the Company’s common stock. The aggregate intrinsic value of stock options exercised and vesting of restricted stock awards for 2019, 2018 and 2017 was $0.5 million, $0.4 million and $0.1 million, respectively. Employee Stock Purchase Plan The Employee Stock Purchase Plan, as amended (the "ESPP”), was approved at the Company’s annual meeting of stockholders in June 2013. The amount of shares authorized for issuance under the ESPP was increased by 200,000 shares at the Company's 2019 annual meeting of stockholders. The ESPP currently authorizes an aggregate of 597,500 shares of common stock to be purchased, and the aggregate amount of shares will continue to increase 5% on each anniversary of its adoption up to a maximum of 600,000 shares. The ESPP allows employees to purchase shares of common stock of the Company at each purchase date through payroll deductions of up to a maximum of 15% of their compensation, at 85% of the lesser of the market price of the shares at the time of purchase or the market price on the beginning date of an option period (or, if later, the date during the option period when the employee was first eligible to participate). At December 31, 2019, there were 291,719 shares available for issuance under the ESPP. The ESPP is considered compensatory for financial reporting purposes. As such, the fair value of ESPP shares was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: 2019 2018 2017 Range of Black-Scholes fair values of ESPP shares granted $2.57-$35.00 $7.20-$70.64 $9.00-$109.40 Risk-free interest rate 1.2%-2.6% 0.7%-2.2% 0.4%-1.1% Dividend yield 0% 0% 0% Volatility 52.2%-171.6% 52.2%-203.8% 46.0%-267.8% Expected term (in years) 0.5-2.0 0.5-2.0 0.5-2.0 Expected forfeiture rate N/A N/A N/A Restricted Stock Units The following is a summary of restricted stock units activity for the year ended December 31, 2019: Per Share Weighted- Number of Average Shares Fair Value Outstanding and Unvested at January 1, 2019 ― $ ― Restricted stock units granted 1,251,609 $ 6.43 Restricted stock units vested (72,637) $ 10.40 Restricted stock units forfeited (76,661) $ 9.61 Outstanding and Unvested at December 31, 2019 1,102,311 $ 5.95 The Company recorded stock-based compensation expense for awards issued under the above mentioned plans in the consolidated statements of operations as follows (in thousands): Year Ended December 31, 2019 2018 2017 Research and development $ 8,436 $ 10,575 $ 11,750 General and administrative 8,612 7,739 8,059 Total stock-based compensation expense $ 17,048 $ 18,314 $ 19,809 As of December 31, 2019, there was approximately $26 million of total unrecognized compensation expense related to unvested stock options, stock appreciation rights, restricted stock units and the ESPP. This unrecognized non-cash compensation expense is expected to be recognized over a weighted-average period of 1.6 years, and will be allocated between research and development and general and administrative expenses accordingly. This estimate does not include the impact of other possible stock-based awards that may be made during future periods and awards that require approval by the stockholders. |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2019 | |
Employee Benefits | |
Employee Benefits | Note 14 – Employee Benefits The Company maintains a defined contribution 401(k) retirement plan, pursuant to which employees may elect to contribute up to 100% of their compensation on a tax deferred basis up to the maximum amount permitted by the Internal Revenue Code of 1986, as amended. The Company matches 100% of the first 3% of the participants’ deferral, and 50% on the next 2% of the participants’ deferral, up to a potential 4% Company match. The Company’s matching contributions to the 401(k) plan vest immediately. Under its 401(k) plan, the Company has recorded expense of $1.0 million, $1.2 million and $1.5 million in 2019, 2018 and 2017, respectively. The Company’s foreign subsidiary has a pension plan under local tax and labor laws and is obligated to make contributions to this plan. Contributions and other expenses related to this plan were $0.7 million, $0.8 million and $0.5 million in 2019, 2018 and 2017, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | |
Income Taxes | Note 15 – Income Taxes The Company’s loss from operations before income tax expense by jurisdiction for the years ended December 31 are as follows (in thousands): 2019 2018 2017 Domestic $ (124,189) $ (176,290) $ (173,749) Foreign (8,505) (8,458) (10,020) Total net loss $ (132,694) $ (184,748) $ (183,769) As a result of current and historical losses, there is no income tax provision for the years ended December 31, 2019, 2018 and 2017. Deferred tax assets (liabilities) consist of the following at December 31 (in thousands): 2019 2018 Deferred tax assets: Federal and State net operating loss carryforward $ 293,736 $ 270,177 Foreign net operating loss carryforward 13,520 12,321 Research tax credits 37,066 33,633 Non-cash stock-based compensation 13,679 10,888 Original discount interest 4,326 5,687 Other 5,957 7,987 Total deferred tax assets 368,284 340,693 Valuation allowance (365,772) (337,515) Net deferred tax assets $ 2,512 $ 3,178 Deferred tax liabilities: Intangibles (1,279) (1,492) Other (1,233) (1,686) Total deferred tax liabilities (2,512) (3,178) Net deferred tax assets $ — $ — The valuation allowance increased by $28.3 million and $37.7 million for the years ended December 31, 2019 and 2018, respectively, due to increases in deferred tax assets. Realization of net deferred tax assets is dependent on the Company’s ability to generate future taxable income, which is uncertain. Accordingly, a full valuation allowance was recorded against these assets as of December 31, 2019 and 2018 as management believes it is more likely than not that the assets will not be realizable. The differences between the U.S. federal statutory tax rate and the Company's effective tax rate are as follows: 2019 2018 2017 Statutory federal tax rate (21) % (21) % (34) % State income taxes, net of federal benefit (2) % (3) % (3) % Research and development and other tax credits (3) % (3) % (2) % Other 1 % 1 % (1) % Change in tax rate 3 % 5 % 70 % Change in valuation allowance 22 % 21 % (30) % Income tax provision 0 % 0 % 0 % The change in the state tax rate from 2018 to 2019 is primarily related to changes in applicable state apportionment factors; whereas the change in the federal tax rate in 2017 resulted from the enactment of the Tax Cuts and Jobs Act of 2017. As of December 31, 2019, the Company had net operating losses and research tax credits available as follows (in thousands): Amount Federal and State net operating losses expiring through the year 2037 $ 965,284 Federal and State net operating losses (no expiration) 284,084 Foreign net operating losses (no expiration) 36,972 Research tax credits expiring through the year 2039 61,455 Utilization of the net operating loss carryforwards and credits may be subject to an annual limitation due to ownership change of the Company. The Company does not expect such limitation, if any, to impact the use of the net operating losses and business tax credits. At December 31, 2019 and 2018, the Company did not have any unrecognized tax benefits. To the extent unrecognized tax benefits are ultimately recognized, it would affect the annual effective income tax rate unless otherwise offset by a corresponding change in the valuation allowance. The Company does not expect that the amounts of unrecognized tax benefits will change significantly within the next twelve months. The Company files income tax returns in the U.S. federal jurisdiction and in various states, as well as in Sweden. The Company had U.S. tax net operating losses and credit carryforwards that are subject to examination from 2000 through 2019. The tax returns of the Company may be subject to examination for a number of years beyond the year in which the losses were generated for tax purposes as a portion of these carryforwards may be utilized in the future. The returns in Sweden are subject to examination from 2014 through 2019. The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. As of December 31, 2019 and 2018, the Company had no accruals for interest or penalties related to income tax matters. |
Related Party Transaction
Related Party Transaction | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transaction | |
Related Party Transaction | Note 16 – Related Party Transaction In July 2017, the Company entered into a consulting agreement with Dr. Sarah Frech, the spouse of Mr. Stanley C. Erck, the Company’s President and Chief Executive Officer. Dr. Frech is a seasoned biotechnology executive with significant experience managing multiple clinical programs. Under the agreement, Dr. Frech provided clinical development and operations services related to the Company’s Phase 3 clinical trial of ResVax and other professional services. The agreement terminated in July 2019. In 2019, 2018 and 2017, the Company incurred $0.1 million, $0.3 million and $0.2 million, respectively, in consulting expenses under the agreement. No amount was due and unpaid for services performed under the agreement at December 31, 2019. |
Quarterly Financial Information
Quarterly Financial Information | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | Note 17 – Quarterly Financial Information (Unaudited) The Company’s unaudited quarterly information for the years ended December 31, 2019 and 2018 is as follows: Quarter Ended March 31 June 30 September 30 December 31 (in thousands, except per share data) 2019: Revenue(1) $ 3,982 $ 3,357 $ 2,507 $ 8,816 Net loss $ (43,218) $ (39,603) $ (18,043) $ (31,830) Net loss per share $ (2.11) $ (1.69) $ (0.74) $ (1.13) (1) Quarter ended December 31, 2019 includes $7.5 million relating to HHS BARDA (see Note 8). Quarter Ended March 31 June 30 September 30 December 31 (in thousands, except per share data) 2018: Revenue $ 9,653 $ 10,773 $ 7,735 $ 6,127 Net loss $ (46,352) $ (44,492) $ (44,570) $ (49,334) Net loss per share $ (2.75) $ (2.37) $ (2.33) $ (2.57) The net loss per share was calculated for each three-month period on a stand-alone basis. As a result, the sum of the net loss per share for the four quarters may not equal the net loss per share for the respective twelve-month period. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of Novavax, Inc. and its wholly owned subsidiary, Novavax AB. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles in the United States (“U.S. 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 consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with maturities of three months or less from the date of purchase. Cash and cash equivalents consist of the following at December 31 (in thousands): 2019 2018 Cash $ 15,863 $ 6,750 Money market funds 42,960 39,168 Asset-backed securities 20,000 15,000 Corporate debt securities ⸺ 9,236 Cash and cash equivalents $ 78,823 $ 70,154 Cash equivalents are recorded at cost, which approximate fair value due to their short-term nature. |
Marketable Securities | Marketable Securities Marketable securities consist of debt securities with maturities greater than three months from the date of purchase that have historically included commercial paper, asset-backed securities and corporate notes. Classification of marketable securities between current and non-current is dependent upon the maturity date at the balance sheet date taking into consideration the Company’s ability and intent to hold the investment to maturity. Interest and dividend income is recorded when earned and included in investment income in the consolidated statements of operations. Premiums and discounts, if any, on marketable securities are amortized or accreted to maturity and included in investment income in the consolidated statements of operations. The specific identification method is used in computing realized gains and losses on the sale of the Company’s securities. The Company classifies its marketable securities with readily determinable fair values as “available-for-sale.” Investments in securities that are classified as available-for-sale are measured at fair market value in the consolidated balance sheets, and unrealized gains and losses on marketable securities are reported as a separate component of stockholders’ deficit until realized. Marketable securities are evaluated periodically to determine whether a decline in value is “other-than-temporary.” The term “other-than-temporary” is not intended to indicate a permanent decline in value. Rather, it means that the prospects for a near term recovery of value are not necessarily favorable, or that there is a lack of evidence to support fair values equal to, or greater than, the carrying value of the security. Management reviews criteria, such as the magnitude and duration of the decline, as well as the Company’s ability to hold the securities, including whether the Company will be required to sell a security prior to recovery of its amortized cost basis, the investment issuer's financial condition and business outlook to predict whether the loss in value is other-than-temporary. If a decline in value is determined to be other-than-temporary, the value of the security is reduced and the impairment is recorded as other income (expense) in the consolidated statements of operations. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments, which possibly expose the Company to concentration of credit risk, consist primarily of cash and cash equivalents and marketable securities. The Company’s investment policy limits investments to certain types of instruments, including asset-backed securities, high-grade corporate debt securities and money market funds, places restrictions on maturities and concentrations in certain industries and requires the Company to maintain a certain level of liquidity. At times, the Company maintains cash balances in financial institutions, which may exceed federally insured limits. The Company has not experienced any losses relating to such accounts and believes it is not exposed to a significant credit risk on its cash and cash equivalents. |
Fair Value Measurements | Fair Value Measurements The Company applies Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), for financial and non-financial assets and liabilities. ASC 820 discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost). The statement utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: · Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. · Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. · Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. |
Restricted Cash | Restricted Cash The Company’s current and non-current restricted cash includes payments received under the Grant Agreement (as defined in Note 8) with the Bill & Melinda Gates Foundation (“BMGF”) under which the Company was awarded a grant of up to $89.1 million, escrow funds received in connection with the Catalent transaction (see Note 9) and cash collateral accounts under letters of credit that serve as security deposits for certain facility leases. The Company will utilize the Grant Agreement funds as it incurs expenses for services performed under the agreement. At December 31, 2019 and 2018, the restricted cash balances (both current and non-current) consist of payments received under the Grant Agreement of $1.4 million and $10.8 million, respectively, $1.5 million held in escrow received in connection with the Catalent transaction at December 31, 2019 and security deposits of $0.4 million and $1.0 million, respectively. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the statement of cash flows at December 31 (in thousands): 2019 2018 Cash and cash equivalents $ 78,823 $ 70,154 Restricted cash current 2,947 10,847 Restricted cash non-current 410 958 Cash, cash equivalents and restricted cash $ 82,180 $ 81,959 |
Property and Equipment | Property and Equipment Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the assets, generally three to seven years. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the estimated useful lives of the improvements or the remaining term of the lease. Repairs and maintenance costs are expensed as incurred. |
Leases | Leases The Company adopted the new leasing standard, Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) on January 1, 2019 under the optional transition method (see Note 3 under the caption “ Recent Accounting Pronouncements ”). Under the new standard, the Company determines if an arrangement is a lease or contains a lease at the inception of the contract. For all leases, the Company determines the classification as either operating or financing. Lease liabilities, which represent the Company’s obligation to make lease payments arising from the lease, and corresponding right-of-use assets, which represent the right to use an underlying asset for the lease term, are recognized at the commencement date of the lease based on the present value of the fixed future payments over the lease term. The Company calculates the present value of future payments using the discount rate implicit in the lease, if available, or the Company’s incremental borrowing rate. For operating leases, lease expense relating to fixed payments is recognized on a straight-line basis over the lease term and lease expense relating to variable payments is recognized as incurred. For finance leases, the amortization of the asset is recognized over the shorter of the lease term or useful life of the underlying asset. |
Other Intangible Assets | Other Intangible Assets The Company’s intangible assets include proprietary adjuvant technology and collaboration agreements, which were measured at the estimated fair values as of their acquisition dates. Amortization expense for intangible assets is recorded on a straight-line basis over the expected useful lives of the assets, ranging for seven to 20 years. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, including property and equipment and finite-lived intangible and right-of-use assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable based on the criteria for accounting for the impairment or disposal of long-lived assets under ASC Topic 360, Property, Plant and Equipment. The Company calculates the estimated fair value of a long-lived asset (group) using the income approach. Impairment losses are recognized when the sum of expected future cash flows is less than the assets' (group's) carrying value. |
Goodwill | Goodwill Goodwill is subject to impairment tests annually or more frequently should indicators of impairment arise. The Company has determined that, because its only business is the development of recombinant vaccines, it operates as a single operating segment and has one reporting unit. The Company primarily utilizes the market approach and, if considered necessary, the income approach to determine if it has an impairment of its goodwill. The market approach is based on market value of invested capital. To ensure that the Company’s capital stock is the appropriate measurement of fair value, the Company considers factors such as its trading volume, diversity of investors and analyst coverage. If considered necessary, the income approach is used to corroborate the results of the market approach. Goodwill impairment may exist if the carrying value of the reporting unit exceeds its estimated fair value. If the carrying value of the reporting unit exceeds its fair value, step two of the impairment analysis is performed. In step two of the analysis, an impairment loss is recorded equal to the excess of the carrying value of the reporting unit’s goodwill over its implied fair value, should such a circumstance arise. At December 31, 2019 and 2018, the Company used the market approach to determine if the Company had an impairment of its goodwill. The fair value of the Company’s single reporting unit was substantially higher than its carrying value, resulting in no impairment to goodwill at December 31, 2019 and 2018. |
Equity Method Investment | Equity Method Investment The Company has an equity investment in CPL Biologicals Private Limited (“CPLB”). The Company accounts for this investment using the equity method (see Note 8). Under the equity method of accounting, investments are stated at initial cost and are adjusted for subsequent additional investments and the Company’s proportionate share of earnings or losses and distributions up to the amount initially invested or advanced. |
Revenue Recognition | Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”), issued ASU 2014‑09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014‑09” or “Topic 606”), and subsequently issued amendments to ASU 2014‑09, to supersede nearly all existing revenue recognition guidance under U.S. GAAP. The new revenue standard became effective for the Company on January 1, 2018 and was adopted using the modified retrospective method. The adoption of the new revenue standard as of January 1, 2018 did not materially change the Company’s timing of revenue recognition as the majority of its revenue continues to be recognized under its Grant Agreement with BMGF (see discussion below). Since the Company did not identify any accounting changes that impact its revenue recognition timing, no adjustment to accumulated deficit was required upon adoption. Under the new revenue standard for arrangements that are determined within the scope of Topic 606, the Company recognizes revenue following the five-step model: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company assesses the goods or services promised within each contract and determines the performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company performs research and development under grant, license and clinical development agreements. Payments received in advance of work performed are recorded as deferred revenue. The Company’s current revenue primarily consists of revenue under its Grant Agreement with BMGF (see Note 8). The Company is reimbursed for certain costs that support development activities, including the Company’s global Phase 3 clinical trial in pregnant women in their third trimester, product licensing efforts and efforts to obtain World Health Organization (“WHO”) prequalification of its RSV F Vaccine for infants via maternal immunization (“ResVax™”). The Company’s Grant Agreement does not provide a direct economic benefit to BMGF. Rather, the Company entered into an agreement with BMGF to make a certain amount of ResVax available and accessible at affordable pricing to people in certain low- and middle-income countries. Based on these circumstances, the Company does not consider BMGF to be a customer and concluded the Grant Agreement is outside the scope of Topic 606. Payments received under the Grant Agreement are considered conditional contributions under the scope of ASC 958‑605, Not-for-Profit Entities – Revenue Recognition , and are recorded as deferred revenue until the period in which such research and development activities are performed and revenue can be recognized. The Company analyzed the Grant Agreement with BMGF to determine whether the payments received should be recorded as revenue or as a reduction to research and development expenses. In reaching the determination that such payments should be recorded as revenue, management considered a number of factors, including whether the Company is principal under the arrangement, and whether the arrangement is significant to, and part of, the Company’s core operations. Further, management has consistently applied its policy of presenting such amounts as revenue. As discussed in Note 8, the Company recorded revenue of $7.5 million as a result of the amendment the Company entered into with The Department of Health and Human Services, Biomedical Advanced Research and Development Authority ("HHS BARDA") in the fourth quarter of 2019 to close out the HHS BARDA contract. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation related to grants of stock options, stock appreciation rights, restricted stock awards and purchases under the Company’s Employee Stock Purchase Plan, as amended and restated (the “ESPP”) at fair value. The Company recognizes compensation expense related to such awards on a straight-line basis over the requisite service period (generally the vesting period) of the equity awards, which typically occurs ratably over periods ranging from six months to four years. The expected term of stock options and stock appreciation rights granted is based on the Company’s historical option exercise experience and post-vesting forfeiture experience using the historical expected term from the vesting date, whereas the expected term for purchases under the ESPP is based on the purchase periods included in the offering. The expected volatility is determined using historical volatilities based on stock prices over a look-back period corresponding to the expected term. The risk-free interest rate is determined using the yield available for zero-coupon U.S. Government issues with a remaining term equal to the expected term. The Company has never paid a dividend, and as such, the dividend yield is zero, and the Company does not intend to pay dividends in the foreseeable future. Restricted stock awards are recorded as compensation expense over the expected vesting period based on the fair value at the award date using the straight-line method of amortization. See Note 13 for a further discussion on stock-based compensation. |
Research and Development Expenses | Research and Development Expenses Research and development expenses include salaries, stock-based compensation, laboratory supplies, consultants and subcontractors, including external contract research organizations (“CROs”), and other expenses associated with the Company’s process development, manufacturing, clinical, regulatory and quality assurance activities for its clinical development programs. In addition, related indirect costs such as fringe benefits and overhead expenses are also included in research and development expenses. Research and development activities are expensed as incurred. |
Accrued Research and Development Expenses | Accrued Research and Development Expenses The Company accrues research and development expenses, including clinical trial-related expenses, as the services are performed, which may include estimates of those expenses incurred, but not invoiced. The Company uses information provided by third-party service providers and CROs, invoices and internal estimates to determine the progress of work performed on the Company’s behalf. Assumptions based on clinical trial protocols, contracts and participant enrollment data are also developed to determine and analyze these estimates and accruals. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes . Under the liability method, deferred income taxes are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect of changes in tax rates on deferred tax assets and liabilities is recognized in income in the period such changes are enacted. A valuation allowance is established when necessary to reduce net deferred tax assets to the amount expected to be realized. Tax benefits associated with uncertain tax positions are recognized in the period in which one of the following conditions is satisfied: (1) the more likely than not recognition threshold is satisfied; (2) the position is ultimately settled through negotiation or litigation; or (3) the statute of limitations for the taxing authority to examine and challenge the position has expired. Tax benefits associated with an uncertain tax position are reversed in the period in which the more likely than not recognition threshold is no longer satisfied. Interest and penalties related to income tax matters are recorded as income tax expense. At December 31, 2019 and 2018, the Company had no accruals for interest or penalties related to income tax matters. |
Net Loss per Share | Net Loss per Share Net loss per share is computed using the weighted average number of shares of common stock outstanding. At December 31, 2019, 2018 and 2017, the Company had outstanding stock options and unvested restricted stock awards totaling 4,992,792, 2,975,481 and 2,325,670 underlying shares of the Company’s common stock, respectively. At December 31, 2019 and 2018, the Company’s Notes (as defined in Note 11) would have been convertible into approximately 2,385,800 shares of the Company’s common stock assuming a common stock price of $136.20 or higher. These and any shares due to the Company upon settlement of its capped call transactions are excluded from the computation, as their effect is antidilutive. |
Foreign Currency | Foreign Currency The accompanying consolidated financial statements are presented in U.S. dollars. The functional currency of Novavax AB, which is located in Sweden, is the local currency (Swedish Krona). The translation of assets and liabilities of Novavax AB to U.S. dollars is made at the exchange rate in effect at the consolidated balance sheet date, while equity accounts are translated at historical rates. The translation of the statement of operations data is made at the average exchange rate in effect for the period. The translation of operating cash flow data is made at the average exchange rate in effect for the period, and investing and financing cash flow data is translated at the exchange rate in effect at the date of the underlying transaction. Translation gains and losses are recognized as a component of accumulated other comprehensive loss in the accompanying consolidated balance sheets. The foreign currency translation adjustment balance included in accumulated other comprehensive loss was $12.5 million and $11.2 million at December 31, 2019 and 2018, respectively. |
Segment Information | Segment Information The Company manages its business as one operating segment: the development of recombinant vaccines. The Company does not operate separate lines of business with respect to its vaccine candidates. Accordingly, the Company does not have separately reportable segments as defined by ASC Topic 280, Segment Reporting . |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted In February 2016, FASB issued ASU 2016‑02, Leases (Topic 842), subsequently amended in 2018 by ASU 2018‑01, ASU 2018‑10, ASU 2018‑11 and ASU 2018‑20 (collectively, “Topic 842”), that increases transparency and comparability among organizations by requiring the recognition of right-of-use assets and lease liabilities on the balance sheet and disclosure of key information about leasing arrangements for both lessees and lessors. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. In connection with the adoption of Topic 842, the Company conducted reviews of its facility and equipment operating leases and assessed contracts that may contain a right-of-use asset or embedded leasing arrangement. The Company adopted Topic 842 on January 1, 2019 under the optional transition method, which does not require restatement of prior periods. The Company elected the package of practical expedients permitted under the transition guidance, which allowed the Company to carryforward its historical lease classification, its assessment of whether a contract is or contains a lease and its initial direct costs for any leases that existed prior to adoption of the standard. The Company also elected to combine lease and non-lease components for its facility leases and to exclude leases with an initial term of 12 months or less from its consolidated balance sheet and recognize the associated lease payments in its consolidated statements of operations on a straight-line basis over the lease term. The Company's equipment leases had a remaining term of 12 months or less at the adoption date. The Company recorded approximately $12 million in total right-of-use assets, net of the deferred rent liability, and approximately $22 million in total lease liabilities on its consolidated balance sheet as of January 1, 2019. Adoption of the standard did not materially impact its consolidated statements of cash flows or results of operations. Subsequent to its adoption and as a result of the Catalent transaction (see Note 9), the Company wrote-off right-of-use assets of $8.2 million and the associated lease liabilities of $12.7 million. Not Yet Adopted In January 2017, the FASB issued ASU 2017‑04, Intangibles-Goodwill and Other (Topic 350) (“ASU 2017‑04”), which will simplify the goodwill impairment calculation by eliminating Step 2 from the current goodwill impairment test. The new standard does not change how a goodwill impairment is identified. The Company will continue to perform its quantitative goodwill impairment test by comparing the fair value of its reporting unit to its carrying amount, but if the Company is required to recognize a goodwill impairment charge, under the new standard, the amount of the charge will be calculated by subtracting the reporting unit’s fair value from its carrying amount. Under the current standard, if the Company is required to recognize a goodwill impairment charge, Step 2 requires it to calculate the implied value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination and the amount of the charge is calculated by subtracting the reporting unit’s implied fair value of goodwill from the goodwill carrying amount. The standard will be effective January 1, 2020 for the Company and will be applied prospectively from the date of adoption. The adoption of ASU 2017‑04 will not have a material impact on the historical consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Schedule of cash and cash equivalents | Cash and cash equivalents consist of highly liquid investments with maturities of three months or less from the date of purchase. Cash and cash equivalents consist of the following at December 31 (in thousands): 2019 2018 Cash $ 15,863 $ 6,750 Money market funds 42,960 39,168 Asset-backed securities 20,000 15,000 Corporate debt securities ⸺ 9,236 Cash and cash equivalents $ 78,823 $ 70,154 |
Schedule of reconciliation of cash, cash equivalents and restricted cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the statement of cash flows at December 31 (in thousands): 2019 2018 Cash and cash equivalents $ 78,823 $ 70,154 Restricted cash current 2,947 10,847 Restricted cash non-current 410 958 Cash, cash equivalents and restricted cash $ 82,180 $ 81,959 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Measurements | |
Schedule of fair value hierarchy | Fair Value Measurements The following table represents the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis (in thousands): Fair Value at December 31, 2019 Fair Value at December 31, 2018 Assets Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Money market funds(1) $ 42,960 $ ― $ — $ 39,168 $ — $ — Asset-backed securities(2) ― 20,000 ― ― 19,997 ― Corporate debt securities(3) ― — ― ― 26,219 ― Total cash equivalents and marketable securities $ 42,960 $ 20,000 $ — $ 39,168 $ 46,216 $ — Liabilities Convertible notes payable $ ― $ 125,811 $ — $ — $ 197,935 $ — (1) Classified as cash and cash equivalents as of December 31, 2019 and 2018, respectively (see Note 3). (2) Includes $20,000 and $15,000 classified as cash and cash equivalents as of December 31, 2019 and 2018, respectively, on the consolidated balance sheets. (3) Includes $9,236 classified as cash and cash equivalents as of December 31, 2018 on the consolidated balance sheets. |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Marketable Securities | |
Schedule of investments classified as available-for-sale | Marketable securities classified as available-for-sale as of December 31, 2019 and 2018 were comprised of (in thousands): December 31, 2019 December 31, 2018 Gross Gross Gross Gross Amortized Unrealized Unrealized Amortized Unrealized Unrealized Cost Gains Losses Fair Value Cost Gains Losses Fair Value Asset-backed securities $ — $ — $ — $ — $ 4,999 $ — $ (2) $ 4,997 Corporate debt securities — — — — 16,986 — (3) 16,983 Total $ — $ — $ — $ — $ 21,985 $ — $ (5) $ 21,980 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Other Intangible Assets | |
Schedule of Goodwill | The changes in the carrying amounts of goodwill for the years ended December 31, 2019 and 2018 were as follows (in thousands): Year Ended December 31, 2019 2018 Beginning balance $ 51,967 $ 53,563 Currency translation adjustments (813) (1,596) Ending balance $ 51,154 $ 51,967 |
Schedule of Identifiable Intangible Assets | Purchased intangible assets consisted of the following as of December 31, 2019 and 2018 (in thousands): December 31, 2019 December 31, 2018 Gross Gross Carrying Accumulated Intangible Carrying Accumulated Intangible Amount Amortization Assets, Net Amount Amortization Assets, Net Finite-lived intangible assets: Proprietary adjuvant technology $ 7,985 $ (2,562) $ 5,423 $ 8,357 $ (2,263) $ 6,094 Collaboration agreements 3,606 (3,448) 158 3,773 (3,326) 447 Total identifiable intangible assets $ 11,591 $ (6,010) $ 5,581 $ 12,130 $ (5,589) $ 6,541 |
Schedule of Estimated Amortization Expense | Amortization expense for the years ended December 2019, 2018 and 2017 was $0.7 million, $0.7 million and $2.2 million, respectively. Estimated amortization expense for existing intangible assets for each of the five succeeding years ending December 31, is as follows (in thousands): Year Amount 2020 $ 557 2021 399 2022 399 2023 399 2024 399 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases | |
Schedule of Supplemental Balance Sheet Information Related to Lease | Supplemental balance sheet information related to leases as of December 31, 2019 was as follows (in thousands, except weighted-average remaining lease term and discount rate): Lease Assets and Liabilities Classification Amount Assets: Operating lease ROU assets Other non-current assets $ 6,454 Liabilities: Current operating lease liabilities Other current liabilities $ 1,262 Non-current operating lease liabilities Other non-current liabilities 10,004 Total operating lease liabilities $ 11,266 Weighted-average remaining lease term (years) 5.99 Weighted-average discount rate 15.58 % |
Schedule of operating lease expenses | Lease expense for the operating and short-term leases for the year ended December 31 was as follows (in thousands): 2019 Operating lease expense $ 3,952 Short-term lease expense 434 Total lease expense $ 4,386 |
Schedule of Supplemental Cash Flow information of Lease | Supplemental cash flow information related to leases for the year ended December 31, 2019 was as follows (in thousands): Amount Cash paid for amounts included in the measurement of operating lease liabilities $ 5,060 ROU assets obtained in exchange for operating lease obligations 16,534 |
Schedule of maturities of lease liabilities | As of December 31, 2019, maturities of lease liabilities were as follows (in thousands): Year Amount 2020 $ 2,927 2021 2,993 2022 3,061 2023 2,921 2024 1,922 Thereafter 3,825 Total operating lease payments 17,649 Less: imputed interest (6,383) Total operating lease liabilities $ 11,266 |
Other Financial Information (Ta
Other Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Financial Information | |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following at December 31 (in thousands): 2019 2018 Laboratory supplies $ 4,376 $ 11,974 Other prepaid expenses and other current assets 3,601 4,321 Prepaid expenses and other current assets $ 7,977 $ 16,295 |
Property and Equipment, Net | Property and equipment is comprised of the following at December 31 (in thousands): 2019 2018 Machinery and equipment $ 9,946 $ 35,723 Leasehold improvements 9,088 22,276 Computer hardware 4,987 4,763 Construction in progress 448 1,347 24,469 64,109 Less ― accumulated depreciation (13,024) (35,683) Property and equipment, net $ 11,445 $ 28,426 |
Accrued Expenses | Accrued expenses consist of the following at December 31 (in thousands): 2019 2018 Employee benefits and compensation $ 7,504 $ 9,632 Research and development accruals 6,175 8,476 Other accrued expenses 1,188 1,442 Accrued expenses $ 14,867 $ 19,550 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Long-Term Debt | |
Schedule of convertible notes payable | Total convertible notes payable consisted of the following at (in thousands): December 31, December 31, 2019 2018 Principal amount of Notes $ 325,000 $ 325,000 Unamortized debt issuance costs (4,389) (5,813) Total convertible notes payable $ 320,611 $ 319,187 |
Schedule of interest expense | Interest expense incurred in connection with the Notes consisted of the following for the years ended December 31 (in thousands): 2019 2018 2017 Coupon interest at 3.75% $ 12,188 $ 12,188 $ 12,188 Amortization of debt issuance costs 1,424 1,424 1,424 Total interest expense on Notes $ 13,612 $ 13,612 $ 13,612 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |
Schedule of summary of option activity | The following is a summary of stock options and stock appreciation rights activity under the 2015 Plan and the 2005 Plan for the year ended December 31, 2019: 2015 Plan 2005 Plan Weighted- Weighted- Average Average Stock Exercise Stock Exercise Options Price Options Price Outstanding at January 1, 2019 2,392,567 $ 62.41 582,616 $ 65.72 Granted 1,620,721 $ 5.98 — $ — Exercised (1,514) $ 27.42 (1,500) $ 11.20 Canceled (623,073) $ 61.29 (79,336) $ 76.42 Outstanding at December 31, 2019 3,388,701 $ 35.64 501,780 $ 64.19 Shares exercisable at December 31, 2019 1,017,774 $ 80.55 501,780 $ 64.19 Shares available for grant at December 31, 2019 228,335 |
Schedule of assumptions used to estimate grant date fair value of stock options and stock appreciation rights granted using black-scholes option-pricing model | The fair value of stock options and stock appreciation rights (not including awards that are subject to approval at the Company's annual meeting of stockholders in June 2020) granted under the 2015 Plan was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: 2019 2018 2017 Weighted average Black-Scholes fair value of stock options and SARs granted $4.98 $34.80 $21.20 Risk-free interest rate 1.5%-2.6% 2.3%-3.1% 1.6%-2.3% Dividend yield 0% 0% 0% Volatility 105.4%-134.1% 93.3%-115.6% 88.9%-114.1% Expected term (in years) 3.9-7.5 4.1-7.5 4.1-7.5 Expected forfeiture rate N/A N/A N/A |
Schedule of summary of restricted stock units activity | The following is a summary of restricted stock units activity for the year ended December 31, 2019: Per Share Weighted- Number of Average Shares Fair Value Outstanding and Unvested at January 1, 2019 ― $ ― Restricted stock units granted 1,251,609 $ 6.43 Restricted stock units vested (72,637) $ 10.40 Restricted stock units forfeited (76,661) $ 9.61 Outstanding and Unvested at December 31, 2019 1,102,311 $ 5.95 |
Schedule of stock-based compensation expense | The Company recorded stock-based compensation expense for awards issued under the above mentioned plans in the consolidated statements of operations as follows (in thousands): Year Ended December 31, 2019 2018 2017 Research and development $ 8,436 $ 10,575 $ 11,750 General and administrative 8,612 7,739 8,059 Total stock-based compensation expense $ 17,048 $ 18,314 $ 19,809 |
Employee Stock Option [Member] | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |
Schedule of assumptions used to estimate grant date fair value of stock options and stock appreciation rights granted using black-scholes option-pricing model | The ESPP is considered compensatory for financial reporting purposes. As such, the fair value of ESPP shares was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: 2019 2018 2017 Range of Black-Scholes fair values of ESPP shares granted $2.57-$35.00 $7.20-$70.64 $9.00-$109.40 Risk-free interest rate 1.2%-2.6% 0.7%-2.2% 0.4%-1.1% Dividend yield 0% 0% 0% Volatility 52.2%-171.6% 52.2%-203.8% 46.0%-267.8% Expected term (in years) 0.5-2.0 0.5-2.0 0.5-2.0 Expected forfeiture rate N/A N/A N/A |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | |
Company's loss from operations before income tax expense by jurisdiction | The Company’s loss from operations before income tax expense by jurisdiction for the years ended December 31 are as follows (in thousands): 2019 2018 2017 Domestic $ (124,189) $ (176,290) $ (173,749) Foreign (8,505) (8,458) (10,020) Total net loss $ (132,694) $ (184,748) $ (183,769) |
Deferred Tax Assets (Liabilities) | Deferred tax assets (liabilities) consist of the following at December 31 (in thousands): 2019 2018 Deferred tax assets: Federal and State net operating loss carryforward $ 293,736 $ 270,177 Foreign net operating loss carryforward 13,520 12,321 Research tax credits 37,066 33,633 Non-cash stock-based compensation 13,679 10,888 Original discount interest 4,326 5,687 Other 5,957 7,987 Total deferred tax assets 368,284 340,693 Valuation allowance (365,772) (337,515) Net deferred tax assets $ 2,512 $ 3,178 Deferred tax liabilities: Intangibles (1,279) (1,492) Other (1,233) (1,686) Total deferred tax liabilities (2,512) (3,178) Net deferred tax assets $ — $ — |
Tax Rate Differences | The differences between the U.S. federal statutory tax rate and the Company's effective tax rate are as follows: 2019 2018 2017 Statutory federal tax rate (21) % (21) % (34) % State income taxes, net of federal benefit (2) % (3) % (3) % Research and development and other tax credits (3) % (3) % (2) % Other 1 % 1 % (1) % Change in tax rate 3 % 5 % 70 % Change in valuation allowance 22 % 21 % (30) % Income tax provision 0 % 0 % 0 % |
Tax Return Reported Federal Net Operating Losses and Tax Credits Available | As of December 31, 2019, the Company had net operating losses and research tax credits available as follows (in thousands): Amount Federal and State net operating losses expiring through the year 2037 $ 965,284 Federal and State net operating losses (no expiration) 284,084 Foreign net operating losses (no expiration) 36,972 Research tax credits expiring through the year 2039 61,455 |
Quarterly Financial Informati_2
Quarterly Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Information | The Company’s unaudited quarterly information for the years ended December 31, 2019 and 2018 is as follows: Quarter Ended March 31 June 30 September 30 December 31 (in thousands, except per share data) 2019: Revenue(1) $ 3,982 $ 3,357 $ 2,507 $ 8,816 Net loss $ (43,218) $ (39,603) $ (18,043) $ (31,830) Net loss per share $ (2.11) $ (1.69) $ (0.74) $ (1.13) (1) Quarter ended December 31, 2019 includes $7.5 million relating to HHS BARDA (see Note 8). Quarter Ended March 31 June 30 September 30 December 31 (in thousands, except per share data) 2018: Revenue $ 9,653 $ 10,773 $ 7,735 $ 6,127 Net loss $ (46,352) $ (44,492) $ (44,570) $ (49,334) Net loss per share $ (2.75) $ (2.37) $ (2.33) $ (2.57) |
Liquidity (Details)
Liquidity (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Net proceeds from sales of common stock | $ 97,392 | $ 100,060 | $ 63,425 | |
January 2020 Sales Agreement [Member] | ||||
Net proceeds from sales of common stock | $ 156,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Sep. 30, 2015USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($)itemsegment$ / sharesshares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017shares | Jun. 30, 2019USD ($) | Jan. 01, 2019USD ($) | |
Summary of Significant Accounting Policies [Line Items] | |||||||
Number of shares excluded from the computation of net loss per share | shares | 4,992,792 | 2,975,481 | 2,325,670 | ||||
Restricted cash current | $ 2,947 | $ 2,947 | $ 10,847 | ||||
Purchase price held in escrow | 1,500 | $ 1,500 | |||||
Number of operating segments | segment | 1 | ||||||
Number of reporting units | item | 1 | ||||||
Impairment to goodwill | $ 0 | 0 | |||||
Accruals for interest or penalties related to income tax matters | 0 | 0 | 0 | ||||
Foreign currency translation adjustment | 12,500 | 12,500 | 11,200 | ||||
Operating Lease, Liability | $ 11,266 | $ 11,266 | |||||
Lease, Practical Expedient, Lessor Single Lease Component [true false] | true | true | |||||
Lease, Practical Expedients, Package [true false] | true | ||||||
Catalent Maryland, Inc | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Purchase price held in escrow | $ 1,500 | ||||||
Write-off of right-of-use assets | $ 8,200 | ||||||
Write-off of lease liabilities | $ 12,700 | ||||||
Maximum [Member] | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Property and equipment useful life | 7 years | ||||||
Intangible assets useful life | 20 years | ||||||
Vesting period | 4 years | ||||||
Minimum [Member] | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Property and equipment useful life | 3 years | ||||||
Intangible assets useful life | 7 years | ||||||
Vesting period | 6 months | ||||||
Bill Melinda Gates Foundation [Member] | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Grant Agreement | $ 89,100 | ||||||
Bill Melinda Gates Foundation [Member] | Maximum [Member] | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Grant Agreement | $ 89,100 | 89,100 | |||||
Hhs Barda Contract Award [Member] | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Revenue | $ 7,500 | ||||||
Accounting Standards Update 2016-02 [Member] | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Operating Lease, Right-of-Use Asset | $ 12,000 | ||||||
Operating Lease, Liability | $ 22,000 | ||||||
Convertible Debt Securities [Member] | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Number of shares excluded from the computation of net loss per share | shares | 2,385,800 | ||||||
Convertible Notes Initial Conversion Price Per Share | $ / shares | $ 136.20 | ||||||
Security Deposit [Member] | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Restricted cash current | 400 | $ 400 | 1,000 | ||||
Grant Agreement [Member] | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Restricted cash current | $ 1,400 | $ 1,400 | $ 10,800 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents | $ 78,823 | $ 70,154 |
Cash [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents | 15,863 | 6,750 |
Money market funds [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents | 42,960 | 39,168 |
Asset-backed securities [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents | $ 20,000 | 15,000 |
Corporate debt securities [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents | $ 9,236 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Reconciliation of cash, cash equivalents and restricted cash (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2015 |
Summary of Significant Accounting Policies | ||||
Cash and cash equivalents | $ 78,823 | $ 70,154 | ||
Restricted cash current | 2,947 | 10,847 | ||
Restricted cash non-current | 410 | 958 | ||
Cash, cash equivalents and restricted cash | $ 82,180 | $ 81,959 | $ 135,431 | $ 179,257 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents, at Carrying Value | $ 78,823 | $ 70,154 |
Asset-backed securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents, at Carrying Value | $ 20,000 | 15,000 |
Corporate debt securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents, at Carrying Value | $ 9,236 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair value hierarchy for its financial assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Level 1 [Member] | ||
Assets | ||
Total assets | $ 42,960 | $ 39,168 |
Level 1 [Member] | Money market funds [Member] | ||
Assets | ||
Total assets | 42,960 | 39,168 |
Level 2 [Member] | ||
Assets | ||
Total assets | 20,000 | 46,216 |
Liabilities | ||
Convertible notes payable | 125,811 | 197,935 |
Level 2 [Member] | Asset-backed securities [Member] | ||
Assets | ||
Total assets | $ 20,000 | 19,997 |
Level 2 [Member] | Corporate debt securities [Member] | ||
Assets | ||
Total assets | $ 26,219 |
Marketable Securities (Details)
Marketable Securities (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Schedule of Available-for-sale Securities [Line Items] | |
Amortized Cost | $ 21,985 |
Gross Unrealized Losses | (5) |
Fair Value | 21,980 |
Asset-backed securities [Member] | Asset-backed securities [Member] | |
Schedule of Available-for-sale Securities [Line Items] | |
Amortized Cost | 4,999 |
Gross Unrealized Losses | (2) |
Fair Value | 4,997 |
Corporate debt securities [Member] | Corporate debt securities [Member] | |
Schedule of Available-for-sale Securities [Line Items] | |
Amortized Cost | 16,986 |
Gross Unrealized Losses | (3) |
Fair Value | $ 16,983 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Marketable Securities | |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | $ 5 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill and Other Intangible Assets | |||
Amortization of Intangible Assets | $ 0.7 | $ 0.7 | $ 2.2 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Other Intangible Assets | ||
Beginning balance | $ 51,967 | $ 53,563 |
Currency translation adjustments | (813) | (1,596) |
Ending balance | $ 51,154 | $ 51,967 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Schedule of Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 11,591 | $ 12,130 |
Accumulated Amortization | (6,010) | (5,589) |
Intangible Assets, Net | 5,581 | 6,541 |
Proprietary adjuvant technology [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 7,985 | 8,357 |
Accumulated Amortization | (2,562) | (2,263) |
Intangible Assets, Net | 5,423 | 6,094 |
Collaboration agreements [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,606 | 3,773 |
Accumulated Amortization | (3,448) | (3,326) |
Intangible Assets, Net | $ 158 | $ 447 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Schedule of Estimated Amortization Expense (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Goodwill and Other Intangible Assets | |
2020 | $ 557 |
2021 | 399 |
2022 | 399 |
2023 | 399 |
2024 | $ 399 |
Leases (Details)
Leases (Details) $ in Millions | 1 Months Ended | 12 Months Ended | |||
Jul. 31, 2019facility | Jun. 30, 2019facility | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Total facility rent expense | $ 5 | $ 8.4 | |||
Catalent Maryland, Inc | |||||
Number of manufacturing facilities assigned | facility | 2 | 2 | |||
Write-off of right-of-use assets | $ 8.2 | ||||
Write-off of lease liabilities | $ 12.7 | ||||
Maximum [Member] | |||||
Operating lease expiration | 7 years | ||||
Minimum [Member] | |||||
Operating lease expiration | 4 years |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Lease Assets and Liabilities | |
Total operating lease liabilities | $ 11,266 |
Operating Lease, Liability, Statement of Financial Position [Extensible List] | us-gaap:OperatingLeaseRightOfUseAsset us-gaap:OperatingLeaseLiabilityCurrent us-gaap:OperatingLeaseLiabilityNoncurrent |
Weighted-average remaining lease term (years) | 5 years 11 months 27 days |
Weighted-average discount rate | 15.58% |
Other Noncurrent Assets [Member] | |
Lease Assets and Liabilities | |
Operating lease ROU assets | $ 6,454 |
Other Current Liabilities [Member] | |
Lease Assets and Liabilities | |
Current operating lease liabilities | 1,262 |
Other Noncurrent Liabilities [Member] | |
Lease Assets and Liabilities | |
Non-current operating lease liabilities | $ 10,004 |
Leases - Lease Expense for the
Leases - Lease Expense for the Operating and Short-term Leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases | |
Operating lease expense | $ 3,952 |
Short-term lease expense | 434 |
Total lease expense | $ 4,386 |
Leases - Supplemental Cash flow
Leases - Supplemental Cash flow information Related to Leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases | |
Cash paid for amounts included in the measurement of operating lease liabilities | $ 5,060 |
ROU assets obtained in exchange for operating lease obligations | $ 16,534 |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases | |
2020 | $ 2,927 |
2021 | 2,993 |
2022 | 3,061 |
2023 | 2,921 |
2024 | 1,922 |
Thereafter | 3,825 |
Total operating lease payments | 17,649 |
Less: imputed interest | (6,383) |
Total operating lease liabilities | $ 11,266 |
Grants, U.S. Government Contr_2
Grants, U.S. Government Contract and Joint Venture (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | 52 Months Ended | ||||||||||
Mar. 31, 2020 | Sep. 30, 2015 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Contracts Revenue | $ 8,816 | $ 2,507 | $ 3,357 | $ 3,982 | $ 6,127 | $ 7,735 | $ 10,773 | $ 9,653 | $ 18,662 | $ 34,288 | $ 31,176 | |||
CPL Biologicals Private Limited [Member] | ||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 20.00% | 20.00% | 20.00% | |||||||||||
Equity Method Investee One [Member] | CPL Biologicals Private Limited [Member] | ||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Joint Venture Percentage Owned By Others | 80.00% | 80.00% | 80.00% | |||||||||||
Bill Melinda Gates Foundation [Member] | ||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Contracts Revenue | $ 8,400 | $ 81,000 | ||||||||||||
Grant Agreement | 89,100 | |||||||||||||
Bill Melinda Gates Foundation [Member] | Maximum [Member] | ||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Grant Agreement | $ 89,100 | $ 89,100 | ||||||||||||
Global Access Commitments Agreement GACA [Member] | ||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Contract term after first sale | 10 years | 10 years | ||||||||||||
Contract term | 15 years | 15 years | ||||||||||||
Contract term additional years | 5 years | 5 years | ||||||||||||
Hhs Barda Contract Award [Member] | ||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Contracts Revenue | $ 7,500 | |||||||||||||
Revenue | $ 7,500 | |||||||||||||
Coalition for Epidemic Preparedness Innovations ("CEPI") [Member] | Subsequent Event [Member] | ||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||
Initial Funding Development Costs | $ 4,000 |
Catalent Transaction (Details)
Catalent Transaction (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2019facility | Jun. 30, 2019USD ($)facilityemployee | Dec. 31, 2019USD ($) | |
Paragon Transactions | |||
Purchase price held in escrow | $ 1,500 | ||
Gain on Catalent transaction | 9,016 | ||
Catalent Maryland, Inc | |||
Paragon Transactions | |||
Purchase price | $ 18,000 | ||
Purchase price held in escrow | $ 1,500 | ||
Period of holding under the agreement | 1 year | ||
Additional fee paid | $ 300 | ||
Approximate number of employees transferred | employee | 100 | ||
Number of manufacturing facilities assigned | facility | 2 | 2 | |
MSA commitment with Catalent | $ 6,000 | ||
Gain on Catalent transaction | $ (9,000) |
Other Financial Information - A
Other Financial Information - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Other Financial Information | |||
Depreciation, Depletion and Amortization | $ 5.1 | $ 7.4 | $ 7.6 |
Other Financial Information - (
Other Financial Information - (Prepaid Expenses and Other Current Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Other Financial Information | ||
Laboratory supplies | $ 4,376 | $ 11,974 |
Other prepaid expenses and other current assets | 3,601 | 4,321 |
Prepaid expenses and other current assets | $ 7,977 | $ 16,295 |
Other Financial Information -_2
Other Financial Information - (Property and Equipment, Net) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property and equipment | $ 24,469 | $ 64,109 |
Less - accumulated depreciation | (13,024) | (35,683) |
Property, Plant and Equipment, Net | 11,445 | 28,426 |
Machinery and Equipment [Member] | ||
Property and equipment | 9,946 | 35,723 |
Leasehold Improvements [Member] | ||
Property and equipment | 9,088 | 22,276 |
Computer hardware [Member] | ||
Property and equipment | 4,987 | 4,763 |
Construction in Progress [Member] | ||
Property and equipment | $ 448 | $ 1,347 |
Other Financial Information -_3
Other Financial Information - (Accrued Expenses) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Other Financial Information | ||
Employee benefits and compensation | $ 7,504 | $ 9,632 |
Research and development accruals | 6,175 | 8,476 |
Other accrued expenses | 1,188 | 1,442 |
Accrued expenses | $ 14,867 | $ 19,550 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2016USD ($)shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jan. 25, 2016USD ($)$ / shares | |
Debt Instrument [Line Items] | |||||
Aggregate principal amount of notes issued | $ 325,000,000 | $ 325,000,000 | |||
Debt issuance cost amortization period | 7 years | ||||
Debt Issuance Costs | $ 10,000,000 | ||||
Sale of Stock, Price Per Share | $ / shares | $ 111.20 | ||||
Coupon Interest Expense | $ 12,188,000 | $ 12,188,000 | $ 12,188,000 | ||
Call Option [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Issuance Costs | 900,000 | ||||
Conversion Premium Percentage | 75.00% | ||||
Sale of Stock, Price Per Share | $ / shares | $ 111.20 | ||||
Payments for Capped Call Transactions | 38,500,000 | ||||
Debt Cap Price | 194.60 | ||||
Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Convertible, Terms of Conversion Feature | The Notes are not redeemable prior to maturity and are convertible into shares of the Company's common stock. As a result of the Company's one-for-twenty reverse stock split (see Note 12) and pursuant to Section 14.04(a) of the Indenture, the Notes are initially convertible into approximately 2,385,800 shares of the Company's common stock based on the initial conversion rate of 7.3411 shares of the Company's common stock per $1,000 principal amount of the Notes. | ||||
Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Convertible, Terms of Conversion Feature | In addition, the holders of the Notes may require the Company to repurchase the Notes at par value plus accrued and unpaid interest following the occurrence of a Fundamental Change (as described in the Indenture). If a holder of the Notes converts upon a Make-Whole Adjustment Event (as described in the Indenture), they may be eligible to receive a make-whole premium through an increase to the conversion rate up to a maximum of 8.9928 shares per $1,000 principal amount of Notes (subject to other adjustments as described in the Indenture). | ||||
Unsecured Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount of notes issued | 325,000,000 | ||||
Net Proceeds Received | $ 315,000,000 | ||||
Coupon Interest Rate | 3.75% | ||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 136.20 | ||||
Number of shares issued for debt converted | shares | 2,385,800 | ||||
Convertible debt conversion rate | 7.3411 | ||||
Conversion Premium Percentage | 22.50% | ||||
Unsecured Debt [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Convertible debt conversion rate | 8.9928 |
Long-Term Debt - Notes Payable
Long-Term Debt - Notes Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Long-Term Debt | ||
Principal amount of Notes | $ 325,000 | $ 325,000 |
Unamortized debt issuance costs | (4,389) | (5,813) |
Total convertible notes payable | $ 320,611 | $ 319,187 |
Long-Term Debt - Interest Expen
Long-Term Debt - Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Long-Term Debt | |||
Coupon interest at 3.75% | $ 12,188 | $ 12,188 | $ 12,188 |
Amortization of debt issuance costs | 1,424 | 1,424 | 1,424 |
Total interest expense on Notes | $ 13,612 | $ 13,612 | $ 13,612 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2020 | Jan. 31, 2020 | Apr. 30, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | May 10, 2019 | Jan. 31, 2017 | Jan. 25, 2016 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Common stock, shares authorized | 600,000,000 | 600,000,000 | 600,000,000 | |||||||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | |||||||||
Common stock, shares outstanding | 32,352,416 | 19,222,410 | ||||||||||
Sales per share price range | $ 111.20 | |||||||||||
Proceeds from shares sold | $ 97,890 | $ 100,060 | $ 63,425 | |||||||||
Common Stock [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Shares sold | 12,980,177 | 2,941,438 | 2,544,495 | |||||||||
Proceeds from shares sold | $ 130 | $ 29 | $ 25 | |||||||||
December 2018 Sales Agreement [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Shares sold | 10,500,000 | |||||||||||
Proceeds from shares sold | $ 59,500 | |||||||||||
Shelf Registration Statement, Authorized Common Stock Issuance, Value | $ 100,000 | |||||||||||
December 2018 Sales Agreement [Member] | Subsequent Event [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Shares sold | 7,200,000 | |||||||||||
Proceeds from shares sold | $ 38,500 | |||||||||||
Shelf Registration Statement, Maximum Authorized Common Stock Issuance, Value | $ 500 | 500 | ||||||||||
Public Offering [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Sales per share price range | $ 33 | |||||||||||
Shares sold | 1,700,000 | |||||||||||
Common stock issued upon exercise in full over-allotment granted | 200,000 | |||||||||||
Proceeds from shares sold | $ 54,000 | |||||||||||
Payments of Stock Issuance Costs | $ 3,600 | |||||||||||
December 2017 Sales Agreement [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Shares sold | 2,500,000 | 900,000 | ||||||||||
Proceeds from shares sold | $ 37,900 | $ 35,900 | ||||||||||
Shelf Registration Statement, Authorized Common Stock Issuance, Value | $ 75,000 | |||||||||||
January 2017 Sales Agreement [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Shares sold | 300,000 | 2,500,000 | ||||||||||
Proceeds from shares sold | $ 10,300 | $ 63,400 | ||||||||||
Shelf Registration Statement, Authorized Common Stock Issuance, Value | $ 75,000 | |||||||||||
January 2020 Sales Agreement [Member] | Subsequent Event [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Proceeds from shares sold | $ 100,000 | |||||||||||
January 2020 Sales Agreement [Member] | Subsequent Event [Member] | Common Stock [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Shares sold | 10,500,000 | |||||||||||
Proceeds from shares sold | $ 98,700 | |||||||||||
March 2020 Sales Agreement [Member] | Subsequent Event [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Proceeds from shares sold | $ 150,000 | |||||||||||
March 2020 Sales Agreement [Member] | Subsequent Event [Member] | Common Stock [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Shares sold | 1,500,000 | |||||||||||
Proceeds from shares sold | $ 18,600 | |||||||||||
Stock Issued During Period, Value, Other | $ 131,100 | $ 131,100 | ||||||||||
Maximum [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Common stock, shares outstanding | 469,453,883 | |||||||||||
Minimum [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Common stock, shares outstanding | 23,472,574 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Aggregate intrinsic value of stock options and stock appreciation rights exercised | $ 0.5 | $ 0.4 | $ 0.1 | ||
Unrecognized compensation expense | $ 26 | ||||
Unrecognized compensation expense, recognition period | 1 year 7 months 6 days | ||||
Performance Based Stock Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted | 100,000 | ||||
Dividend yield | 0.00% | ||||
Expected Volatility Rate | 99.11% | ||||
Sharebased Compensation Arrangement By Sharebased Payment Award Fair Value Assumptions Expected Forfeiture Rate | 5.62% | ||||
Risk Free Interest Rate | 1.74% | ||||
Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Maximum [Member] | Performance Based Stock Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected term (in years) | 3 years 6 months | ||||
Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 6 months | ||||
Minimum [Member] | Performance Based Stock Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected term (in years) | 1 year 4 months 6 days | ||||
2005 Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Maximum term of options and stock appreciation rights | 10 years | ||||
Minimum grant price, percent of common stock fair value | 100.00% | ||||
Granted | 0 | ||||
2005 Plan [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
2005 Plan [Member] | Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 1 year | ||||
2015 Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock reserved for issuance | 3,800,000 | ||||
Shares available for grant | 228,335 | ||||
Aggregate intrinsic value of stock options and stock appreciation rights outstanding | $ 0 | ||||
Weighted-average remaining contractual term of stock options and stock appreciation rights outstanding | 7 years 10 months 24 days | ||||
Aggregate intrinsic value of stock options and stock appreciation rights exercisable | $ 0 | ||||
Weighted-average remaining contractual term of stock options and stock appreciation rights exercisable | 5 years 7 months 6 days | ||||
Proposal to increase authorized shares | 1,000,000 | ||||
Granted | 1,620,721 | ||||
Dividend yield | 0.00% | 0.00% | 0.00% | ||
Weighted-average exercise price | $ 5.98 | ||||
2015 Plan [Member] | Stock Appreciation Rights (SARs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted | 192,400 | ||||
Weighted-average exercise price | $ 5.95 | ||||
2015 Plan [Member] | Employee Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted | 1,014,200 | ||||
Weighted-average exercise price | $ 5.95 | ||||
2015 Plan [Member] | Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected term (in years) | 3 years 10 months 24 days | 4 years 1 month 6 days | 4 years 1 month 6 days | ||
Employee Stock Purchase Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock reserved for issuance | 291,719 | ||||
Proposal to increase authorized shares | 200,000 | ||||
Dividend yield | 0.00% | 0.00% | 0.00% | ||
Authorized common stock to be purchased | 597,500 | ||||
Percentage increase of purchasing stock each anniversary of its adoption | 5.00% | ||||
Maximum contribution of employees as payroll deductions | 15.00% | ||||
Percentage of market price for stock purchase | 85.00% | ||||
Employee Stock Purchase Plan [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Authorized common stock to be purchased | 600,000 | ||||
Employee Stock Purchase Plan [Member] | Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected term (in years) | 6 months | 6 months | 6 months |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Option Activity (Details) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
2005 Plan [Member] | |
Stock Options | |
Outstanding at January 1, 2019 | 582,616 |
Granted | 0 |
Exercised | (1,500) |
Canceled | (79,336) |
Outstanding at December 31, 2019 | 501,780 |
Shares exercisable at December 31, 2019 | 501,780 |
Weighted-Average Exercise Price | |
Outstanding at January 1, 2019 | $ / shares | $ 65.72 |
Exercised | $ / shares | 11.20 |
Canceled | $ / shares | 76.42 |
Outstanding at December 31, 2019 | $ / shares | 64.19 |
Shares exercisable at December 31, 2019 | $ / shares | $ 64.19 |
2015 Plan [Member] | |
Stock Options | |
Outstanding at January 1, 2019 | 2,392,567 |
Granted | 1,620,721 |
Exercised | (1,514) |
Canceled | (623,073) |
Outstanding at December 31, 2019 | 3,388,701 |
Shares exercisable at December 31, 2019 | 1,017,774 |
Shares available for grant at September 30, 2019 | 228,335 |
Weighted-Average Exercise Price | |
Outstanding at January 1, 2019 | $ / shares | $ 62.41 |
Granted | $ / shares | 5.98 |
Exercised | $ / shares | 27.42 |
Canceled | $ / shares | 61.29 |
Outstanding at December 31, 2019 | $ / shares | 35.64 |
Shares exercisable at December 31, 2019 | $ / shares | $ 80.55 |
Stock-Based Compensation - Assu
Stock-Based Compensation - Assumptions Used in Estimation of Fair Value of Stock (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Performance Based Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk Free Interest Rate | 1.74% | |||
Dividend yield | 0.00% | |||
Volatility | 99.11% | |||
Employee Stock Purchase Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk-free interest rate, minimum | 1.20% | 0.70% | 0.40% | |
Risk-free interest rate, maximum | 2.60% | 2.20% | 1.10% | |
Dividend yield | 0.00% | 0.00% | 0.00% | |
Volatility, minimum | 52.20% | 52.20% | 46.00% | |
Volatility, maximum | 171.60% | 203.80% | 267.80% | |
2015 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average Black-Scholes fair value of stock options and SARs granted | $ 4.98 | $ 34.80 | $ 21.20 | |
Risk-free interest rate, minimum | 1.50% | 2.30% | 1.60% | |
Risk-free interest rate, maximum | 2.60% | 3.10% | 2.30% | |
Dividend yield | 0.00% | 0.00% | 0.00% | |
Volatility, minimum | 105.40% | 93.30% | 88.90% | |
Volatility, maximum | 134.10% | 115.60% | 114.10% | |
Minimum [Member] | Performance Based Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average Black-Scholes fair value of stock options and SARs granted | $ 14.80 | |||
Expected term (in years) | 1 year 4 months 6 days | |||
Minimum [Member] | Employee Stock Purchase Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average Black-Scholes fair value of stock options and SARs granted | $ 2.57 | $ 7.20 | $ 9 | |
Expected term (in years) | 6 months | 6 months | 6 months | |
Minimum [Member] | 2015 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 3 years 10 months 24 days | 4 years 1 month 6 days | 4 years 1 month 6 days | |
Maximum [Member] | Performance Based Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average Black-Scholes fair value of stock options and SARs granted | $ 18.40 | |||
Expected term (in years) | 3 years 6 months | |||
Maximum [Member] | Employee Stock Purchase Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average Black-Scholes fair value of stock options and SARs granted | $ 35 | $ 70.64 | $ 109.40 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Stock Awards Activity (Details) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Number of shares | |
Outstanding and Unvested at January 1, 2019 | shares | 0 |
Restricted stock units granted | shares | 1,251,609 |
Restricted stock units vested | shares | (72,637) |
Restricted stock units forfeited | shares | (76,661) |
Outstanding and Unvested at December 31, 2019 | shares | 1,102,311 |
Per Share Weighted-Average Grant-Date Fair Value | |
Outstanding and Unvested at January 1, 2019 | $ / shares | $ 0 |
Restricted stock units granted | $ / shares | 6.43 |
Restricted stock units vested | $ / shares | 10.40 |
Restricted stock units forfeited | $ / shares | 9.61 |
Outstanding and Unvested at December 31, 2019 | $ / shares | $ 5.95 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense | $ 17,048 | $ 18,314 | $ 19,809 |
Research and development [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense | 8,436 | 10,575 | 11,750 |
General and administrative [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense | $ 8,612 | $ 7,739 | $ 8,059 |
Employee Benefits - Additional
Employee Benefits - Additional information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Maximum Contribution Percentage of Compensation | 100.00% | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 4.00% | ||
Defined Contribution Plan, Cost | $ 1 | $ 1.2 | $ 1.5 |
Foreign Subsidiary Contributions and Other Expenses | $ 0.7 | $ 0.8 | $ 0.5 |
Next Two Percent Of Participants Deferral Member [Member] | |||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 50.00% | ||
Defined Contribution Plan, Percent of Employee Deferral Eligible for Employer Matching | 2.00% | ||
First Three Percent Of Participants Deferral Member [Member] | |||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 100.00% | ||
Defined Contribution Plan, Percent of Employee Deferral Eligible for Employer Matching | 3.00% |
Income Taxes - Additional infor
Income Taxes - Additional information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes | ||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 28.3 | $ 37.7 |
Income Taxes - Loss from Operat
Income Taxes - Loss from Operations before Income Tax Expense by Jurisdiction (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Net loss | $ (31,830) | $ (18,043) | $ (39,603) | $ (43,218) | $ (49,334) | $ (44,570) | $ (44,492) | $ (46,352) | $ (132,694) | $ (184,748) | $ (183,769) |
Federal [Member] | |||||||||||
Net loss | (124,189) | (176,290) | (173,749) | ||||||||
Foreign Tax Authority [Member] | |||||||||||
Net loss | $ (8,505) | $ (8,458) | $ (10,020) |
Income Taxes - Tax Rates (Detai
Income Taxes - Tax Rates (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes | |||
Statutory federal tax rate | (21.00%) | (21.00%) | (34.00%) |
State income taxes, net of federal benefit | (2.00%) | (3.00%) | (3.00%) |
Research and development and other tax credits | (3.00%) | (3.00%) | (2.00%) |
Other | 1.00% | 1.00% | (1.00%) |
Change in tax rate | 3.00% | 5.00% | 70.00% |
Change in valuation allowance | 22.00% | 21.00% | (30.00%) |
Income tax provision | 0.00% | 0.00% | 0.00% |
Income Taxes - Tax Return Repor
Income Taxes - Tax Return Reported Federal Net Operating Losses and Tax Credits (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Research Tax Credit Carryforward [Member] | |
Research tax credits expiring through the year 2039 | $ 61,455 |
Net operating losses carried forward, expiration date | Dec. 31, 2039 |
Federal [Member] | |
Federal and State net operating losses expiring through the year 2037 | $ 965,284 |
Federal and State net operating losses (no expiration) | 284,084 |
Foreign [Member] | |
Foreign net operating losses (no expiration) | $ 36,972 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Income Taxes | ||
Federal and State net operating loss carryforward | $ 293,736 | $ 270,177 |
Foreign net operating loss carryforward | 13,520 | 12,321 |
Research tax credits | 37,066 | 33,633 |
Non-cash stock-based compensation | 13,679 | 10,888 |
Original discount interest | 4,326 | 5,687 |
Other | 5,957 | 7,987 |
Total deferred tax assets | 368,284 | 340,693 |
Valuation allowance | (365,772) | (337,515) |
Net deferred tax assets | 2,512 | 3,178 |
Intangibles | (1,279) | (1,492) |
Other | (1,233) | (1,686) |
Total deferred tax liabilities | $ (2,512) | $ (3,178) |
Related Party Transaction (Deta
Related Party Transaction (Details) - Dr. Sarah Frech [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | |||
Consulting Expenses | $ 100,000 | $ 300,000 | $ 200,000 |
Due To Related Parties Unpaid For Services | $ 0 |
Quarterly Financial Informati_3
Quarterly Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule Of Quarterly Financial Information [Line Items] | |||||||||||
Revenue | $ 8,816 | $ 2,507 | $ 3,357 | $ 3,982 | $ 6,127 | $ 7,735 | $ 10,773 | $ 9,653 | $ 18,662 | $ 34,288 | $ 31,176 |
Net loss | $ (31,830) | $ (18,043) | $ (39,603) | $ (43,218) | $ (49,334) | $ (44,570) | $ (44,492) | $ (46,352) | $ (132,694) | $ (184,748) | $ (183,769) |
Net loss per share | $ (1.13) | $ (0.74) | $ (1.69) | $ (2.11) | $ (2.57) | $ (2.33) | $ (2.37) | $ (2.75) | $ (5.51) | $ (9.99) | $ (12.56) |
Hhs Barda Contract Award [Member] | |||||||||||
Schedule Of Quarterly Financial Information [Line Items] | |||||||||||
Revenue | $ 7,500 |