Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 24, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | ARQULE INC | ||
Entity Central Index Key | 1,019,695 | ||
Trading Symbol | arql | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Well-Known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding | 71,136,642 | ||
Entity Public Float | $ 135,046,201 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY |
BALANCE SHEETS
BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 15,267 | $ 13,983 |
Marketable securities-short term | 15,859 | 24,789 |
Prepaid expenses and other current assets | 822 | 714 |
Total current assets | 31,948 | 39,486 |
Property and equipment, net | 180 | 266 |
Other assets | 252 | 252 |
Total assets | 32,380 | 40,004 |
Current liabilities: | ||
Accounts payable and accrued expenses | 8,700 | 6,234 |
Deferred revenue | 4,591 | |
Total current liabilities | 8,700 | 10,825 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value; 1,000,000 shares authorized; no shares issued or outstanding | ||
Common stock, $0.01 par value; 100,000,000 shares authorized; 71,146,209 and 62,939,780 shares issued and outstanding at December 31, 2016 and 2015, respectively | 711 | 629 |
Additional paid-in capital | 527,802 | 510,664 |
Accumulated other comprehensive income | 2 | 3 |
Accumulated deficit | (504,835) | (482,117) |
Total stockholders' equity | 23,680 | 29,179 |
Total liabilities and stockholders' equity | $ 32,380 | $ 40,004 |
BALANCE SHEETS (Parentheticals)
BALANCE SHEETS (Parentheticals) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 71,146,209 | 62,939,780 |
Common stock, shares outstanding | 71,146,209 | 62,939,780 |
STATEMENTS OF OPERATIONS AND CO
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue: | |||
Research and development revenue | $ 4,709 | $ 11,239 | $ 11,254 |
Costs and expenses: | |||
Research and development | 20,042 | 15,561 | 22,271 |
General and administrative | 7,563 | 9,830 | 12,154 |
Restructuring and other costs | 1,099 | ||
Total costs and expenses | 27,605 | 25,391 | 35,524 |
Loss from operations | (22,896) | (14,152) | (24,270) |
Interest income | 178 | 101 | 272 |
Interest expense | (35) | ||
Other income | 277 | 642 | |
Loss before income taxes | (22,718) | (13,774) | (23,391) |
Provision for income taxes | |||
Net loss | (22,718) | (13,774) | (23,391) |
Unrealized gain (loss) on marketable securities | (1) | 13 | (77) |
Comprehensive loss | $ (22,719) | $ (13,761) | $ (23,468) |
Basic and diluted net loss per share: | |||
Net loss per share (in dollars per share) | $ (0.33) | $ (0.22) | $ (0.37) |
Weighted average basic and diluted common shares outstanding (in shares) | 69,714 | 62,808 | 62,627 |
STATEMENTS OF STOCKHOLDERS' EQU
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | COMMON STOCK | ADDITIONAL PAID-IN CAPITAL | ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS) | ACCUMULATED DEFICIT | Total |
Balance at Dec. 31, 2013 | $ 627 | $ 504,884 | $ 67 | $ (444,952) | $ 60,626 |
Balance (in shares) at Dec. 31, 2013 | 62,736,207 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Restricted shares issued net of forfeitures and shares redeemed for taxes | |||||
Restricted shares issued net of forfeitures and shares redeemed for taxes (in shares) | (5,257) | ||||
Employee stock purchase plan | $ 1 | 104 | 105 | ||
Employee stock purchase plan (in shares) | 90,831 | ||||
Stock based compensation expense | 3,282 | 3,282 | |||
Change in unrealized gain (loss) on marketable securities | (77) | (77) | |||
Net loss | (23,391) | (23,391) | |||
Balance at Dec. 31, 2014 | $ 628 | 508,270 | (10) | (468,343) | 40,545 |
Balance (in shares) at Dec. 31, 2014 | 62,821,781 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Restricted shares issued net of forfeitures and shares redeemed for taxes | |||||
Restricted shares issued net of forfeitures and shares redeemed for taxes (in shares) | 13,242 | ||||
Employee stock purchase plan | $ 1 | 133 | 134 | ||
Employee stock purchase plan (in shares) | 104,757 | ||||
Stock based compensation expense | 2,261 | 2,261 | |||
Change in unrealized gain (loss) on marketable securities | 13 | 13 | |||
Net loss | (13,774) | (13,774) | |||
Balance at Dec. 31, 2015 | $ 629 | 510,664 | 3 | (482,117) | $ 29,179 |
Balance (in shares) at Dec. 31, 2015 | 62,939,780 | 62,939,780 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock and options from stock offering, net | $ 80 | 15,094 | $ 15,174 | ||
Issuance of common stock and options from stock offering, net (in shares) | 8,027,900 | ||||
Stock option exercises and issuance of common stock | $ 1 | 112 | 113 | ||
Stock option exercises and issuance of common stock (in shares) | 97,498 | ||||
Restricted shares issued net of forfeitures and shares redeemed for taxes | |||||
Restricted shares issued net of forfeitures and shares redeemed for taxes (in shares) | 29,828 | ||||
Employee stock purchase plan | $ 1 | 67 | 68 | ||
Employee stock purchase plan (in shares) | 51,203 | ||||
Stock based compensation expense | 1,865 | 1,865 | |||
Change in unrealized gain (loss) on marketable securities | (1) | (1) | |||
Net loss | (22,718) | (22,718) | |||
Balance at Dec. 31, 2016 | $ 711 | $ 527,802 | $ 2 | $ (504,835) | $ 23,680 |
Balance (in shares) at Dec. 31, 2016 | 71,146,209 | 71,146,209 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | |||
Net loss | $ (22,718) | $ (13,774) | $ (23,391) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 101 | 161 | 603 |
Amortization of premium/discount on marketable securities | 48 | 464 | 1,120 |
Amortization of deferred gain on sale leaseback | (232) | (552) | |
Non-cash stock compensation | 1,865 | 2,261 | 3,282 |
Gain on auction rate securities | (254) | ||
Gain on sale of property and equipment | (277) | (388) | |
Impairment of property and equipment | 280 | ||
Changes in operating assets and liabilities: | |||
Prepaid expenses and other assets | (108) | 1,029 | (30) |
Accounts payable and accrued expenses | 2,466 | (713) | (1,523) |
Deferred revenue | (4,591) | (11,079) | (10,929) |
Net cash used in operating activities | (22,937) | (22,160) | (31,782) |
Cash flows from investing activities: | |||
Purchases of marketable securities | (30,975) | (36,978) | (33,366) |
Proceeds from sale or maturity of marketable securities | 39,856 | 60,479 | 63,189 |
Proceeds from sale of property and equipment | 298 | 500 | |
Purchases of property and equipment | (15) | (315) | |
Net cash provided by investing activities | 8,866 | 23,484 | 30,323 |
Cash flows from financing activities: | |||
Proceeds from stock offering and options, net | 15,174 | ||
Payment of notes payable | (1,700) | ||
Proceeds from stock option exercises and employee stock plan purchases | 181 | 134 | 105 |
Net cash provided by (used in) financing activities | 15,355 | 134 | (1,595) |
Net increase (decrease) in cash and cash equivalents | 1,284 | 1,458 | (3,054) |
Cash and cash equivalents, beginning of period | 13,983 | 12,525 | 15,579 |
Cash and cash equivalents, end of period | 15,267 | 13,983 | 12,525 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION (IN THOUSANDS): | |||
Interest paid | 0 | 0 | 35 |
Income Taxes Paid |
ORGANIZATION AND NATURE OF OPER
ORGANIZATION AND NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2016 | |
Organization and Nature Of Operations [Abstract] | |
ORGANIZATION AND NATURE OF OPERATIONS | 1. ORGANIZATION AND NATURE OF OPERATIONS We are a biopharmaceutical company engaged in the research and development of innovative therapeutics to treat cancers and rare diseases. Our mission is to discover, develop and commercialize novel small molecule drugs in areas of high unmet need that will dramatically extend and improve the lives of our patients. These drugs target biological pathways implicated in a wide range of cancers and certain non-oncology indications. Our discovery and development efforts are guided, when possible, by an understanding of the role of biomarkers, which are indicators of a particular biological condition or process and may predict the clinical benefit of our compounds in defined patient populations. Our clinical-stage pipeline consists of five drug candidates, all of which are in targeted patient populations, making ArQule a leader among companies our size in precision medicine. Our proprietary pipeline of product candidates is directed toward molecular targets and biological processes with demonstrated roles in the development of both human cancers and rare, non-oncology diseases. All of these programs are being developed in targeted, biomarker-defined patient populations. By seeking out subgroups of patients that are most likely to respond to our drugs, we intend to identify small, often orphan, indications that allow for focused and efficient development. At the same time, in addition to pursuing these potentially fast-to-market strategies, we also pursue development in other indications that could allow us to expand the utility of the drugs if approved. The pipeline includes the following wholly-owned compounds: • ARQ 087, a multi-kinase inhibitor designed to preferentially inhibit the FGFR family of kinases, in Phase 2 for intrahepatic cholangiocarcinoma (iCCA) and in Phase 1b for multiple oncology indications; • ARQ 092, a selective inhibitor of the AKT serine/threonine kinase, in Phase 1 for multiple oncology indications and in the rare disease, Proteus syndrome, in partnership with the National Institutes of Health (NIH); • ARQ 751, a next-generation inhibitor of AKT, in Phase 1 for solid tumors harboring the AKT1 or PI3K mutation; • ARQ 531, an investigational, orally bioavailable, potent and reversible inhibitor of both wild type and C481S-mutant BTK, planned to advance to Phase 1 by Q3 2017; and • ARQ 761, a ß-lapachone analog being evaluated as a promoter of NQO1-mediated programmed cancer cell death, in Phase 1/2 in multiple oncology indications in partnership with The University of Texas Southwest Medical Center. Our most advanced partnered asset is tivantinib (ARQ 197), an orally administered, small molecule inhibitor of the c-Met receptor tyrosine kinase (“MET”) and its biological pathway. We and our partners, Daiichi Sankyo Co., Ltd. (“Daiichi Sankyo”) and Kyowa Hakko Kirin Co., Ltd. (“Kyowa Hakko Kirin”), have been implementing a worldwide clinical development program with tivantinib. Our lead indication is liver cancer (“hepatocellular carcinoma” or “HCC”). We licensed commercial rights to tivantinib for human cancer indications to Daiichi Sankyo in the U.S., Europe, South America and the rest of the world, excluding Japan and certain other Asian countries, where we have licensed commercial rights to Kyowa Hakko Kirin. Our METIV-HCC trial was a pivotal Phase 3 randomized, double-blind, controlled study of tivantinib as single agent therapy in previously treated patients with MET diagnostic-high, inoperable HCC conducted by Daiichi Sankyo and us. The primary endpoint was overall survival (OS) in the intent-to-treat (ITT) population, and the secondary endpoint was progression-free survival (PFS) in the same population. On February 17, 2017, we and Daiichi Sankyo announced that the METIV-HCC trial did not meet its primary endpoint of improving OS. On February 17, 2017, we and Daiichi Sankyo announced that the METIV-HCC trial did not meet its primary end point of improving OS. As a result, we do not anticipate receiving further royalties or milestones in connection with the agreement. A second Phase 3 clinical trial with tivantinib known as JET-HCC is ongoing in Japan. JET-HCC is a pivotal, randomized, double-blind, controlled study of tivantinib as single-agent therapy in previously treated patients with MET diagnostic-high, inoperable HCC conducted by Kyowa Hakko Kirin. The primary endpoint is PFS in the ITT population. Kyowa Hakko Kirin has enrolled approximately 190 patients in the study. We expect to receive final results of this study in late Q1 or early Q2 2017. Our uses of cash for operating activities have primarily consisted of salaries and wages for our employees, facility and facility-related costs for our offices and laboratories, fees paid in connection with preclinical and clinical studies, laboratory supplies and materials, and professional fees. The sources of our cash flow from operating activities have consisted primarily of payments received from our collaborators for services performed or upfront payments for future services. For each of the years ended December 31, 2016, 2015, and 2014 our net use of cash for operations of $22.9 million, $22.2 million, and $31.8 million, respectively was primarily driven by the difference between payments for operating expenses and cash receipts from our collaborators. Our cash requirements may vary materially from those now planned depending upon the results of our drug discovery and development strategies, our ability to enter into additional corporate collaborations and the terms of such collaborations, results of research and development, unanticipated required capital expenditures, competitive and technological advances, acquisitions and other factors. We cannot guarantee that we will be able to develop any of our drug candidates into a commercial product. On January 6, 2017, we entered into a loan and security agreement (the Loan Agreement) with a principal balance of $15 million (see Note 15). The terms of the Loan Agreement require payments of interest on a monthly basis through September 2018 and payments of interest and principal from October 2018 to August 2021. We anticipate that our cash, cash equivalents and marketable securities on hand at December 31, 2016, financial support from our collaboration agreements, and the funds received on January 6, 2017 from our loan and security agreement mentioned above will be sufficient to finance our operations for at least 12 months from the issuance date of these financial statements. We expect that we will need to raise additional capital or incur indebtedness to continue to fund our operations in the future. Our ability to raise additional funds will depend on financial, economic and market conditions, and due to global capital and credit market conditions or for other reasons, we may be unable to raise capital when needed, or on terms favorable to us. If necessary funds are not available, we may have to delay, reduce the scope of, or eliminate some of our development programs, potentially delaying the time to market for any of our product candidates. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Significant accounting policies followed in the preparation of these financial statements are as follows: Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Cash Equivalents and Marketable Securities We consider all highly liquid investments purchased within three months of original maturity date to be cash equivalents. We invest our available cash primarily in commercial paper, money market funds and U.S. Treasury bill funds. We generally classify our marketable securities as available-for-sale at the time of purchase and re-evaluate such designation as of each balance sheet date. The Company classifies its investments as either current or long-term based upon the investments’ contractual maturities and the Company’s ability and intent to convert such instruments to cash within one year. We report available-for-sale investments at fair value as of each balance sheet date and include any unrealized gains and, to the extent deemed temporary, unrealized losses in stockholders’ equity. Realized gains and losses are determined using the specific identification method and are included in other income (expense) in the statement of operations and comprehensive loss. For any of our marketable securities classified as trading securities, changes in the fair value of those securities are recorded as other income (expense) in the statement of operations and comprehensive loss. At December 31, 2016 we had no trading securities. We conduct quarterly reviews to determine the fair value of our investment portfolio and to identify and evaluate each investment that has an unrealized loss, in accordance with the meaning of other-than-temporary impairment and its application to certain investments. An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis. In the event that the cost basis of a security exceeds its fair value, we evaluate, among other factors, the duration of the period that, and extent to which, the fair value is less than cost basis, the financial health of and business outlook for the issuer, including industry and sector performance, and operational and financing cash flow factors, overall market conditions and trends, our intent to sell the investment and if it is more likely than not that we would be required to sell the investment before its anticipated recovery. Unrealized losses on available-for-sale securities that are determined to be temporary, and not related to credit loss, are recorded in accumulated other comprehensive income (loss). For available-for-sale debt securities with unrealized losses, we perform an analysis to assess whether we intend to sell or whether we would more likely than not be required to sell the security before the expected recovery of the amortized cost basis. Where we intend to sell a security, or may be required to do so, the security’s decline in fair value is deemed to be other-than-temporary and the full amount of the unrealized loss is reflected in the statement of operations and comprehensive loss as an impairment loss. Regardless of our intent to sell a security, we perform additional analysis on all securities with unrealized losses to evaluate losses associated with the creditworthiness of the security. We did not recognize any other-than-temporary impairments during the years ended December 31, 2016, 2015 or 2014. Credit losses are identified where we do not expect to receive cash flows sufficient to recover the amortized cost basis of a security. Fair Value of Financial Instruments At December 31, 2016 and 2015 our financial instruments consist of cash, cash equivalents, investments in corporate debt securities, accounts payable, and accrued expenses. At December 31, 2016 and 2015 our financial instruments also included marketable securities which are reported at fair value. Non-refundable Advance Payments for Research and Development Non-refundable advance payments for goods or services that will be used or rendered for future research and development activities are initially deferred and capitalized. Related expenses (or contra-revenues) are then recognized as expense (or contra-revenue) as the goods are delivered and consumed or the related services are performed. Property and Equipment Property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives. Assets under capital leases and leasehold improvements are amortized over the shorter of their estimated useful lives or the term of the respective leases by use of the straight-line method. Maintenance and repair costs are expensed as incurred. Depreciation and amortization expense for the years ended December 31, 2016, 2015 and 2014 was $101, $161 and $603, respectively. Revenue Recognition—Research and Development Revenue Research and development revenue is generated primarily through collaborative research and development agreements. The terms of the agreements may include nonrefundable upfront payments, funding for research and development, milestone payments and royalties on any product sales derived from collaborations. The Company adopted the FASB issued ASU No. 2010-17, Revenue Recognition—Milestone Method Research and development payments associated with our collaboration agreements in effect prior to January 1, 2011 are recognized as research and development revenue using the contingency adjusted performance model. Under this model, when payments are earned, revenue is immediately recognized on a pro-rata basis in the period we achieve the milestone based on the time elapsed from inception of the agreement to the time the milestone is earned over the estimated duration of the development period under the agreement. Thereafter, the remaining portion of the milestone payment is recognized on a straight-line basis over the remaining estimated development period under the agreement. This estimated development period may ultimately be shorter or longer depending upon the outcome of the development work, resulting in accelerated or deferred recognition of the development revenue. Royalty payments will be recognized as revenue when earned. The costs associated with satisfying research and development contracts are included in research and development expense as incurred. Research and Development Costs Costs of research and development, which are expensed as incurred, are comprised of the following types of costs incurred in performing research and development activities and those incurred in connection with research and development revenue: salaries and benefits, allocated overhead and occupancy costs, clinical trial and related clinical manufacturing costs, contract services, and other outside costs. Impairment or Disposal of Long-Lived Assets We assess our long-lived assets for impairment whenever events or changes in circumstances (a “triggering event”) indicate that the carrying value of a group of long-lived assets may not be recoverable. If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived asset, including its eventual residual value, is compared to the carrying value to determine whether impairment exists. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the assets, the assets are written-down to their estimated fair values. As a result of our restructuring in 2014, we recognized an impairment charge related to our long-lived assets of $280. We did not recognize any impairment charges related to our long-lived assets during 2016 or 2015. Segment Data The chief operating decision maker uses aggregated- financial information in determining how to allocate resources and assess performance. For this reason, we have determined that we are principally engaged in one operating segment. See Note 13 with respect to significant customers. Substantially all of our revenue since inception has been generated in the U.S. and all of our long-lived assets are located in the U.S. Other Income Other income was $0 in 2016 and in 2015 includes a gain of $277 from the sale of property and equipment. Other income in 2014 includes a gain of $254 upon the redemption of $2,100 of our remaining auction rate securities at face value, and a gain of $388 from the sale of property and equipment. Income Taxes Income taxes have been accounted for using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance against deferred tax assets is recorded if, based upon the weight of all available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. For uncertain tax positions that meet “a more likely than not” threshold, the Company recognizes the benefit of uncertain tax positions in the financial statements. Earnings (Loss) Per Share The computations of basic and diluted earnings (loss) per common share are based upon the weighted average number of common shares outstanding and potentially dilutive securities. Potentially dilutive securities include employee and Board of Director stock options, and options issued in conjunction with our February 2016 stock offering. Employee and Board of Director options to purchase 8,715,048 shares of common stock and options to purchase 3,567,956 shares of common stock issued in conjunction with our February 2016 stock offering were not included in the 2016 computations of diluted net loss per share because inclusion of such shares would have an anti-dilutive effect. Options to purchase 8,305,950 and 7,724,614 shares of common stock were not included in 2015 and 2014 because inclusion of such shares would have an anti-dilutive effect. Stock-Based Compensation Our stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employees’ requisite service period (generally the vesting period of the equity grant). We estimate the fair value of stock options using the Black-Scholes valuation model. Key input assumptions used to estimate the fair value of stock options include the exercise price of the award, expected option term, expected volatility of our stock over the option’s expected term, risk-free interest rate over the option’s expected term, and the expected annual dividend yield. We believe that the valuation technique and approach utilized to develop the underlying assumptions are appropriate in calculating the fair values of our stock options granted. The following table presents stock-based compensation expense for the years ended December 31, 2016, 2015 and 2014 included in our Statements of Operations and Comprehensive Loss: 2016 2015 2014 Research and development $ 514 $ 682 $ 1,016 General and administrative 1,351 1,579 2,183 Restructuring — — 83 Total stock-based compensation expense $ 1,865 $ 2,261 $ 3,282 In the years ended December 31, 2016, 2015 and 2014, no stock-based compensation expense was capitalized and there were no recognized tax benefits associated with the stock-based compensation charges. The fair value of stock options and employee stock purchase plan shares granted in the years ended December 31, 2016, 2015 and 2014 respectively were estimated on the grant date using the Black-Scholes option-pricing model with the following assumptions: 2016 2015 2014 Dividend yield(1) 0.0% 0.0% 0.0% Weighted average expected volatility factor(2) 63% 66% 67% Risk free interest(3) 1.2–1.8% 1.3–1.7% 1.5–1.8% Expected term, excluding options issued pursuant to the Employee Stock Purchase Plan(4) 5.8–7.2 years 5.6–6.8 years 5.8–6.9 years Expected term—Employee Stock Purchase Plan(5) 6 months 6 months 6 months (1) We have historically not paid dividends on our common stock and we do not anticipate paying any dividends in the foreseeable future. (2) Measured using an average of historical daily price changes of our stock over a period equal to our expected term. (3) The risk-free interest rate for periods equal to the expected term of share option based on the U.S. Treasury yield in effect at the time of grant. (4) The expected term is the number of years that we estimate, based on historical experience, that options will be outstanding before exercise or cancellation. The range in expected term is the result of certain groups of employees exhibiting different exercising behavior. (5) The expected term of options issued in connection with our Employee Stock Purchase Plan is 6 months based on the terms of the plan. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial statements upon adoption. In August 2016, the FASB issued Accounting Standard Update (“ASU”) No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This new standard clarifies certain aspects of the statement of cash flows, including the classification of debt prepayment or debt extinguishment costs or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investees and beneficial interests in securitization transactions. This new standard also clarifies that an entity should determine each separately identifiable source of use within the cash receipts and payments on the basis of the nature of the underlying cash flows. In situations in which cash receipts and payments have aspects of more than one class of cash flows and cannot be separated by source or use, the appropriate classification should depend on the activity that is likely to be the predominant source or use of cash flows for the item. This new standard will be effective for us on January 1, 2018. The adoption of this standard is not expected to have a material impact on our statements of cash flows upon adoption In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The new standard involves several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The new standard will be effective for us on January 1, 2017. We evaluated this ASU and determined that it did not have a material impact on our financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The new standard requires that all lessees recognize the assets and liabilities that arise from leases on the balance sheet and disclose qualitative and quantitative information about its leasing arrangements. The new standard will be effective for us on January 1, 2019. We are currently evaluating the potential impact that this standard may have on our financial statements. In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes (Topic 740), which requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position to simplify the presentation of deferred income taxes. The standard is effective prospectively for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, with early adoption permitted. This new standard will be effective for us on January 1, 2017. The adoption of this standard is not expected to have a material impact on our financial statements. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. Under the new guidance, management will be required to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. The provisions of this ASU are effective for annual periods ending after December 15, 2016, and for annual and interim periods thereafter. We adopted this standard effective December 31, 2016 and determined that this ASU did not have a material impact on our disclosures. In June 2014, the FASB issued ASU No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (Topic 718). This ASU requires a reporting entity to treat a performance target that affects vesting and that could be achieved after the requisite service period as a performance condition, and apply existing guidance under the Stock Compensation Topic of the ASC as it relates to awards with performance conditions that affect vesting to account for such awards. The provisions of this ASU are effective for interim and annual periods beginning after December 15, 2015. We adopted this standard effective December 31, 2016 and determined that this ASU did not have a material impact on our financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes all existing revenue recognition requirements, including most industry-specific guidance. The new standard requires a company to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delayed the effective date of the new standard from January 1, 2017 to January 1, 2018. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. We are currently evaluating the method of adoption and the potential impact that Topic 606 may have on our financial statements. |
COLLABORATIONS AND ALLIANCES
COLLABORATIONS AND ALLIANCES | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | |
COLLABORATIONS AND ALLIANCES | 3. COLLABORATIONS AND ALLIANCES Daiichi Sankyo Tivantinib Agreement As previously reported, on December 18, 2008, we entered into a license, co-development and co-commercialization agreement with Daiichi Sankyo to conduct research, clinical trials and the commercialization of tivantinib in human cancer indications in the U.S., Europe, South America and the rest of the world, excluding Japan, China (including Hong Kong), South Korea and Taiwan, where Kyowa Hakko Kirin has exclusive rights for development and commercialization. Under the terms of our tivantinib collaboration agreement with Daiichi Sankyo we shared development costs equally with our share of Phase 3 costs funded solely from milestones and royalties. In each quarter the tivantinib collaboration costs we incurred were compared with those of Daiichi Sankyo. If our costs for the quarter exceeded Daiichi Sankyo’s, we recognized revenue on the amounts due to us under the contingency adjusted performance model. Revenue was calculated on a pro-rata basis using the time elapsed from inception of the agreement over the estimated duration of the development period under the agreement. If our costs for the quarter were less than those of Daiichi Sankyo, we reported the amount due to Daiichi Sankyo as contra-revenue in that quarter. To the extent that our share of Phase 3 collaboration costs exceeded the amount of milestones and royalties received, that excess was netted against milestones and royalties earned and was not reported as contra-revenue. Our cumulative share of the Daiichi Sankyo Phase 3 costs through December 31, 2016 totaled $106.6 million. We received a milestone of $25 million in February 2011 upon enrolling the first patient in the MARQUEE trial, the cash proceeds of which were subsequently applied to our share of Phase 3 collaboration costs. On January 31, 2013, we announced that the first patient had been enrolled in the pivotal Phase 3 METIV trial of tivantinib, entitling us to a $15 million milestone. That $15 million milestone was also netted against our cumulative share of Phase 3 collaboration costs in 2013, and consequently we did not receive any cash proceeds from this milestone. Our cumulative share of Phase 3 collaboration costs has exceeded the amount of milestones received through December 31, 2016 by $66.6 million which are not required to be repaid upon expiration of the agreement. In 2016, we recognized net research and development revenue of $0.1 million related to our non-Phase 3 tivantinib collaboration costs which included $0.2 million of revenue and contra-revenue of $0.1 million. In 2015, we recognized net research and development revenue of $0.1 million related to our non-Phase 3 tivantinib collaboration costs which included $0.2 million of revenue and contra-revenue of $0.1 million. In 2014, we recognized net research and development revenue of $0.2 million related to our non-Phase 3 tivantinib collaboration costs which included $0.4 million of revenue and contra-revenue of $0.2 million. Revenue for this agreement was recognized using the contingency-adjusted performance model. Through September 30, 2012, revenue was recognized based upon an estimated development period through December 2013. As a result of the October 2012 decision to discontinue the MARQUEE trial, the development period as of October 1, 2012 was extended to June 2015. Commencing with the fourth quarter of 2012 and through the third quarter of 2013 revenue was recognized over that development period. In the fourth quarter of 2013, following a recommendation by the Data Monitoring Committee that the METIV-HCC trial continue with patients receiving a lower dose of tivantinib than the dose originally employed in the trial, we reviewed the estimated development period and extended it to June 2016. On March 22, 2016, we and Daiichi Sankyo announced that the DMC of the METIV-HCC study conducted the planned interim assessment, and it was determined the trial would continue to its final analysis. Accordingly, we reviewed the estimated development period and extended it to December 2016. On February 17, 2017, we and Daiichi Sankyo announced that the METIV-HCC trial did not meet its primary endpoint of improving OS. On February 17, 2017, we and Daiichi Sankyo announced that the METIV-HCC trial did not meet its primary end point of improving OS. As a result, we do not anticipate receiving further royalties or milestones in connection with the agreement. For the years ended December 31, 2016, 2015 and 2014, $2.8 million, net of $0.1 million of contra-revenue, $5.5 million, net of $0.1 million of contra-revenue and $5.6 million, net of $0.2 million of contra-revenue respectively, were recognized as revenue. At December 31, 2016 there was no deferred revenue, and at December 31, 2015, $2.7 million remained in deferred revenue. Kyowa Hakko Kirin Licensing Agreement On April 27, 2007, we entered into an exclusive license agreement with Kyowa Hakko Kirin to develop and commercialize tivantinib in Japan and parts of Asia. The agreement includes $123 million in upfront and potential development milestone payments from Kyowa Hakko Kirin to ArQule, including the $30 million cash upfront licensing payments. In February 2008, we received a $3 million milestone payment from Kyowa Hakko Kirin. Upon commercialization, ArQule will receive tiered royalties in the mid-teen to low-twenty percent range from Kyowa Hakko Kirin on net sales of tivantinib. Kyowa Hakko Kirin will be responsible for all clinical development costs and commercialization of the compound in certain Asian countries, consisting of Japan, China (including Hong Kong), South Korea and Taiwan. In July 2010, we announced the initiation of a Phase 2 trial with tivantinib by Kyowa Hakko Kirin in gastric cancer, for which we received a $5 million milestone payment in September 2010. In August 2011, Kyowa Hakko Kirin announced the initiation of the Phase 3 ATTENTION trial. Dosing of the first patient in this trial triggered a $10 million milestone payment, which we received in August 2011. The milestone payment was recorded as deferred revenue and is being recognized as revenue using the contingency-adjusted performance model with an estimated development period through April 2016. On February 4, 2014, Kyowa Hakko Kirin announced the initiation of the Phase 3 JET-HCC trial. There were no milestone payments associated with the initiation of this trial. In addition to the upfront and possible regulatory milestone payments totaling $123 million, the Company will be eligible for future milestone payments based on the achievement of certain levels of net sales. The Company will recognize the payments, if any, as revenue in accordance with the contingency-adjusted performance model. As of December 31, 2015, the Company had not recognized any revenue from these sales milestone payments, and there can be no assurance that it will do so in the future. The duration and termination of the agreement are tied to future events. Unless earlier terminated due to breach, insolvency or upon 90 days’ notice by Kyowa Hakko Kirin, the agreement terminates on the date that the last royalty term expires in all countries in the territory. The royalty term ends as of the later of (i) the expiration of the last pending patent application or expiration of the patent in the country covering the manufacture, use, or sale of a licensed product or (ii) a certain number of years from the date of the commercial launch in such country of such license product. Revenue for this agreement is recognized using the contingency-adjusted performance model with an estimated development period through December 31, 2016. For the year ended December 31, 2016 $1.9 million was recognized as revenue, and for each of the years ended December 31, 2015 and 2014, $5.7 million was recognized as revenue. At December 31, 2016 there was no deferred revenue, and at December 31, 2015, $1.9 million remained in deferred revenue. Beryllium Discovery Corp. Agreement In May 2015, we entered into a collaborative research and development agreement with Beryllium Discovery Corp. (“Beryllium”). Pursuant to the agreement, we agreed to focus on the identification and preclinical development of inhibitors of PD-1 and PDL-1. As a result of a change in our research and development priorities, including with respect to our emphasis on accelerating preclinical development of ARQ 531, our BTK inhibitor, we entered into an agreement with Beryllium pursuant to which we jointly terminated the collaborative research and development agreement effective November 4, 2016. |
MARKETABLE SECURITIES AND FAIR
MARKETABLE SECURITIES AND FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2016 | |
Marketable Securities and Fair Value Measurements [Abstract] | |
MARKETABLE SECURITIES AND FAIR VALUE MEASUREMENTS | 4. MARKETABLE SECURITIES AND FAIR VALUE MEASUREMENTS We generally classify our marketable securities as available-for-sale at the time of purchase and re-evaluate such designation as of each balance sheet date. Since we generally intend to convert them into cash as necessary to meet our liquidity requirements our marketable securities are classified as cash equivalents if the original maturity, from the date of purchase, is ninety days or less and as short-term investments if the original maturity, from the date of purchase, is in excess of ninety days but less than one year. Our marketable securities are classified as long-term investments if the maturity date is in excess of one year of the balance sheet date. We report available-for-sale investments at fair value as of each balance sheet date and include any unrealized gains and, to the extent deemed temporary, unrealized losses in stockholders’ equity. Realized gains and losses are determined using the specific identification method and are included in other income (expense) in the statement of operations and comprehensive loss. Our auction rate securities are classified as trading securities and any changes in the fair value of those securities are recorded as other income (expense) in the statement of operations and comprehensive loss. We conduct quarterly reviews to determine the fair value of our investment portfolio and to identify and evaluate each investment that has an unrealized loss, in accordance with the meaning of other-than-temporary impairment and its application to certain investments. An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis. In the event that the cost basis of a security exceeds its fair value, we evaluate, among other factors, the duration of the period that, and extent to which, the fair value is less than cost basis, the financial health of and business outlook for the issuer, including industry and sector performance, and operational and financing cash flow factors, overall market conditions and trends, our intent to sell the investment and if it is more likely than not that we would be required to sell the investment before its anticipated recovery. Unrealized losses on available-for-sale securities that are determined to be temporary, and not related to credit loss, are recorded in accumulated other comprehensive income (loss). For available-for-sale debt securities with unrealized losses, we perform an analysis to assess whether we intend to sell or whether we would more likely than not be required to sell the security before the expected recovery of the amortized cost basis. Where we intend to sell a security, or may be required to do so, the security’s decline in fair value is deemed to be other-than-temporary and the full amount of the unrealized loss is reflected in the statement of operations and comprehensive loss as an impairment loss. Regardless of our intent to sell a security, we perform additional analysis on all securities with unrealized losses to evaluate losses associated with the creditworthiness of the security. Credit losses are identified where we do not expect to receive cash flows sufficient to recover the amortized cost basis of a security. We invest our available cash primarily in commercial paper, money market funds, and U.S. Treasury bill funds that have investment grade ratings. The following is a summary of the fair value of available-for-sale marketable securities we held at December 31, 2016 and December 31, 2015: December 31, 2016 Amortized Cost Gross Gains Gross Losses Fair Value Security type Corporate debt securities-short term $ 15,857 $ 7 $ (5 ) $ 15,859 Total available-for-sale marketable securities $ 15,857 $ 7 $ (5 ) $ 15,859 December 31, 2015 Amortized Cost Gross Gains Gross Losses Fair Value Security type Corporate debt securities-short term $ 24,786 $ 13 $ (10 ) $ 24,789 Total available-for-sale marketable securities $ 24,786 $ 13 $ (10 ) $ 24,789 None of our available-for-sale marketable securities were in a continuous unrealized loss position for more than 12 months at December 31, 2016 or 2015. The following tables present information about our assets that are measured at fair value on a recurring basis for the periods presented and indicates the fair value hierarchy of the valuation techniques we utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. We value our level 2 investments using quoted prices for identical assets in the markets where they are traded, although such trades may not occur daily. These quoted prices are based on observable inputs, primarily interest rates. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. There were no transfers in or out of Level 1 or Level 2 measurements for the periods presented: December 31, Quoted Prices in Significant Significant Cash equivalents $ 12,923 $ 12,923 $ — $ — Corporate debt securities-short term 15,859 — 15,859 — Total $ 28,782 $ 12,923 $ 15,859 $ — December 31, Quoted Prices in Significant Significant Cash equivalents $ 11,800 $ 11,800 $ — $ — Corporate debt securities-short term 24,789 — 24,789 — Total $ 36,589 $ 11,800 $ 24,789 $ — |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 5. PROPERTY AND EQUIPMENT Property and equipment consist of the following at December 31, 2016 and 2015: USEFUL 2016 2015 Machinery and equipment 5 $ 1,939 $ 1,939 Leasehold improvements 3–5 232 232 Furniture and fixtures 7 40 40 Computer equipment 3 2,497 2,482 4,708 4,693 Less: Accumulated depreciation and amortization 4,528 4,427 Net property and equipment $ 180 $ 266 In January 2015, we entered into a lease agreement for a new headquarters facility in Burlington, MA of approximately 15,000 square feet. The lease commenced on May 1, 2015 for a term of five years and three months with an average annual rental rate of $455. In conjunction with the move to our new facility in 2015, we recognized a gain of $277 from the sale of property and equipment. In 2015, we wrote off property and equipment with an original cost and accumulated depreciation of $4.0 million. As a result of our restructuring in 2014, we recognized an impairment charge related to our property and equipment of $280. In 2014, we also recognized a gain of $388 from the sale of property and equipment. In anticipation of our move to our new leased facility, property and equipment with an original cost of $10.4 million and accumulated depreciation of $10.3 million were written off in 2014. |
OTHER ASSETS
OTHER ASSETS | 12 Months Ended |
Dec. 31, 2016 | |
Other Assets [Abstract] | |
OTHER ASSETS | 6. OTHER ASSETS Other assets include the following at December 31, 2016 and 2015: 2016 2015 Security deposits $ 252 $ 252 Total other assets $ 252 $ 252 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 7. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses include the following at December 31, 2016 and 2015: 2016 2015 Accounts payable $ 710 $ 186 Accrued payroll 1,856 1,956 Accrued outsourced preclinical and clinical fees 5,461 3,273 Accrued professional fees 363 516 Other accrued expenses 310 303 $ 8,700 $ 6,234 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | 8. STOCKHOLDERS’ EQUITY Preferred Stock We are authorized to issue up to one million shares of preferred stock. As of December 31, 2016 and 2015, there were no outstanding shares of preferred stock. Our Board of Directors will determine the terms of the preferred stock if and when the shares are issued. Common Stock Our amended Certificate of Incorporation authorizes the issuance of up to 100 million shares of $0.01 par value common stock. At December 31, 2016, we have 202,257 common shares reserved for future issuance under the Employee Stock Purchase Plan (“Purchase Plan”) and 3,804,931 for the exercise of common stock options pursuant to the 2014 Equity Incentives Plan (“Equity Incentives Plan”), the Amended and Restated 1994 Equity Incentive Plan and the Amended and Restated 1996 Director Stock Option Plan (“Director Plan”). On February 26, 2016 the Company entered into definitive stock purchase agreements with certain institutional and accredited investors. In conjunction with this stock offering we issued 8,027,900 shares of our common stock and non-transferable options for 3,567,956 shares of our common stock for aggregate net proceeds of $15.2 million. Each option is exercisable for $2.50 per share and expires on March 22, 2017. |
EQUITY INCENTIVE PLANS
EQUITY INCENTIVE PLANS | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | |
EQUITY INCENTIVE PLANS | 9. EQUITY INCENTIVE PLANS In 2014, our stockholders approved our Equity Incentives Plan and authorized 3,750,000 shares of common stock for issuance pursuant to future awards under the Equity Plan. In addition, any shares from our Amended and Restated 1994 Equity Incentive Plan that expire, are cancelled or forfeited after the effective date of the Equity Incentives Plan may also be issued for future awards under the Equity Incentives Plan. All shares are awarded at the discretion of our Board of Directors in a variety of stock based forms including stock options, restricted stock and performance based stock units, and stock appreciation rights. Pursuant to the Equity Incentives Plan, incentive stock options may not be granted at less than the fair market value of our common stock at the date of the grant, and the option term may not exceed ten years. Stock options issued pursuant to the Equity Incentives Plan generally vest over four years. For holders of 10% or more of our voting stock, options may not be granted at less than 110% of the fair market value of the common stock at the date of the grant, and the option term may not exceed five years. Stock appreciation rights granted in tandem with an option shall have an exercise price not less than the exercise price of the related option. As of December 31, 2016, no stock appreciation rights have been issued. At December 31, 2016, there were 1,025,950 shares available for future grants under the Equity Incentives Plan and 2,562,481 shares available under our Amended and Restated 1994 Equity Incentive Plan. During 2014, our stockholders approved an amendment to the Director Plan to increase the number of shares available to 1,200,000. Under the terms of the Director Plan, options to purchase shares of common stock are automatically granted (A) to the Chairman of the Board of Directors (1) upon his or her initial election or appointment in the amount of 25,000 and vesting over three years and (2) upon his or her re-election or continuation on our board immediately after each annual meeting of stockholders in the amount of 25,000 and vesting one year from the date of grant, and (B) to each other Director (1) upon his or her initial election to our board in the amount of 30,000 and vesting over three years and (2) upon his or her re-election or continuation on our board in the amount of 15,000 and vesting one year from the date of grant. All options granted pursuant to the Director Plan have a term of ten years with exercise prices equal to fair market value on the date of grant. Through December 31, 2016, options to purchase 1,372,500 shares of common stock have been granted under this plan of which 845,000 shares are currently exercisable. As of December 31, 2016, 216,500 shares are available for future grant. Option activity under the Plans for the years ended December 31, 2014, 2015 and 2016 was as follows: Stock Options Number of Shares Weighted Average Exercise Price Outstanding as of December 31, 2013 7,511,814 $ 5.28 Granted 1,150,119 2.47 Exercised — — Cancelled (937,319 ) 5.06 Outstanding as of December 31, 2014 7,724,614 $ 4.89 Granted 1,513,850 1.25 Exercised — — Cancelled (932,514 ) 4.82 Outstanding as of December 31, 2015 8,305,950 $ 4.24 Granted 1,609,000 1.78 Exercised (97,498 ) 1.16 Cancelled (1,102,404 ) 5.10 Outstanding as of December 31, 2016 8,715,048 $ 3.71 Exercisable as of December 31, 2016 5,629,392 $ 4.78 The following table summarizes information about options outstanding at December 31, 2016: Options Outstanding Options Exercisable Range of Exercise Prices Number December 31, 2016 Weighted Average Contractual Life Weighted Average Exercise Price Exercisable as of December 31, 2016 Weighted Average Exercise Price $1.16–1.42 1,132,552 7.94 $ 1.18 290,860 $ 1.25 1.43–2.35 1,827,750 8.98 1.79 152,500 1.82 2.36–2.80 1,599,759 6.52 2.56 1,031,045 2.56 2.81–5.60 1,842,584 2.11 3.85 1,842,584 3.85 5.61–8.40 2,235,403 3.92 7.08 2,235,403 7.08 8.41–9.45 77,000 0.37 9.09 77,000 9.09 8,715,048 5.57 $ 3.71 5,629,392 $ 4.78 The aggregate intrinsic value of options outstanding at December 31, 2016 was $103. The weighted average grant date fair value of options granted in year ended December 31, 2016, 2015 and 2014 was $1.10, $0.77, and $1.65, per share, respectively. In the year ended December 31, 2016 97,498 options were exercised. No options were exercised in the years ended December 31, 2015 and 2014. The intrinsic value of options exercised in the year ended December 31, 2016, was $60. Options vested, expected to vest and exercisable at December 31, 2016 are as follows: Options Weighted-Average Weighted-Average Aggregate Vested and unvested expected to vest at December 31, 2016 8,546,655 $ 3.71 5.57 $ 99 Exercisable at December 31, 2016 5,629,392 $ 4.78 4.04 $ 19 The total compensation cost not yet recognized as of December 31, 2016 related to non-vested option awards was $2,606 which will be recognized over a weighted-average period of 2.2 years. During the year ended December 31, 2016, 2,218 shares were forfeited with a weighted average grant date fair value of $1.33 per share and a weighted average exercise price of $2.18 per share. During the year ended December 31, 2016, 1,025,186 shares expired with a weighted average grant date fair value of $3.50 per share and a weighted average exercise price of $5.39 per share. The weighted average remaining contractual life for options exercisable at December 31, 2016 was 4.0 years. In 2013, we granted 242,697 shares of restricted stock to employees, vesting annually over a four-year period. No restricted stock was granted in 2016, 2015 or 2014. The weighted average fair value of the restricted stock at the time of grant in 2013 was $2.51 per share, and is being expensed ratably over the vesting period. We recognized share-based compensation expense related to restricted stock of $73, $76 and $88 for the year ended December 31, 2016, 2015 and 2014, respectively. Restricted stock activity under the equity incentives plan for the year ended December 31, 2016 was as follows: Restricted Stock Number of Shares Weighted Average Fair Value Unvested as of December 31, 2015 58,635 $ 2.51 Granted — — Vested (29,306 ) 2.51 Cancelled (53 ) 2.51 Unvested as of December 31, 2016 29,276 $ 2.51 The fair value of restricted stock vested in 2016, 2015 and 2014 was $55, $78 and $78, respectively. In July 2010, the Company amended its chief executive officer’s (the “CEO’s”) employment agreement to grant the CEO 100,000 stock options, of which 25% vested upon grant and 25% vest annually over the next three years, and a maximum of 390,000 performance-based stock units that vest upon the achievement of certain performance and market based targets. In March 2013, the Company amended its CEO’s employment agreement to modify the performance and market based targets. In February 2012, the Company amended its chief medical officer’s (the “CMO’s”) employment agreement to grant the CMO 50,000 performance-based stock units that vest upon the achievement of certain performance based targets. In March 2013, the Company amended its chief operating officer’s (the “COO’s”) employment agreement to grant the COO 125,000 performance-based stock units that vest upon the achievement of certain performance based targets. In March 2013, the Company amended its CMO’s employment agreement to grant the CMO 120,000 performance-based stock units that vest upon the achievement of certain performance based targets. Through December 31, 2016 no expense has been recorded for any performance-based stock units granted to the CEO, COO, or CMO. In 1996, the stockholders adopted the Purchase Plan. This plan enables eligible employees to exercise rights to purchase our common stock at 85% of the fair market value of the stock on the date the right was granted or the date the right is exercised, whichever is lower. Rights to purchase shares under the Purchase Plan are granted by the Board of Directors. The rights are exercisable during a period determined by the Board of Directors; however, in no event will the period be longer than twenty-seven months. The Purchase Plan is available to substantially all employees, subject to certain limitations. In 2011, our stockholders approved an amendment to the Purchase Plan to increase the aggregate number of shares of the Company’s common stock that may be issued to 2,400,000. As of December 31, 2016, 2,197,743 shares have been purchased and 202,257 shares are available for future sale under the Purchase Plan. We recognized share-based compensation expense related to the Purchase Plan of $60, $60 and $58 for the year ended December 31, 2016, 2015 and 2014, respectively. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 10. INCOME TAXES There was no current or deferred tax expense for the years ended December 31, 2016, 2015 or 2014 due to our loss before income taxes and our valuation allowance. We have recorded a full valuation allowance against our deferred tax assets based upon the weight of available evidence, as it is more likely than not that the deferred tax assets will not be realized. The following is a reconciliation between the U.S. federal statutory rate and the effective tax rate for the years ended December 31, 2016, 2015 and 2014: 2016 2015 2014 Income tax (benefit) expense at statutory rate $ (7,724 ) $ (4,683 ) $ (7,953 ) State tax (benefit) expense, net of Federal tax (benefit) expense (1,146 ) (677 ) (1,154 ) Permanent items 263 239 383 Effect of change in valuation allowance and State NOL expiration 8,837 4,945 9,402 Tax credits (228 ) (74 ) (678 ) Other (2 ) 250 — Tax expense (benefit) $ — $ — $ — The income tax effect of temporary differences comprising the deferred tax assets and deferred tax liabilities on the accompanying balance sheets is a result of the following at December 31, 2016 and 2015: 2016 2015 Deferred tax assets: Net operating loss carryforwards $ 135,642 $ 125,599 Tax credit carryforwards 25,264 25,036 Equity based compensation 9,610 9,176 Book depreciation in excess of tax 56 35 Reserves and accruals 181 276 Deferred revenue — 1,796 Other 28 26 170,781 161,944 Valuation allowance (170,781 ) (161,944 ) Deferred tax liabilities — — Net deferred tax assets $ — $ — Total valuation allowance increased by $8,837, $4,945 and $9,402 for the years ended December 31, 2016, 2015 and 2014, respectively. We have evaluated positive and negative evidence bearing upon the realizability of our deferred tax assets, which are comprised principally of federal and state net operating loss (“NOL”), net capital loss, and research and development credit carryforwards. We have determined that it is more likely than not that we will not recognize the benefits of our federal and state deferred tax assets and, as a result, we have established a full valuation allowance against our net deferred tax assets as of December 31, 2016. As of December 31, 2016, we had federal NOL, state NOL, and research and development credit carryforwards of approximately $382,781, $202,137 and $27,779 respectively, which expire at various dates through 2036. Approximately $15,080 of our federal NOL and $929 of our state NOL are attributable to stock-based compensation windfall deductions which will be recorded as an increase to retained earnings and deferred tax assets upon adoption in the first quarter for 2017 of ASU 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” As of December 31, 2016, and 2015 we had no unrecognized tax benefits. We do not expect that the total amount of unrecognized tax benefits will significantly increase in the next twelve months. Our policy is to recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2016 and 2015, we had no accrued interest or penalties related to uncertain tax positions. Our U.S. federal tax returns for the tax years 2013 through 2016 and our state tax returns for the tax years 2013 through 2016 remain open to examination. Prior tax years remain open to the extent of net operating loss and tax credit carryforwards. Utilization of NOL and research and development credit carryforwards may be subject to a substantial annual limitation in the event of an ownership change that has occurred previously or could occur in the future pursuant to Section 382 and 383 of the Internal Revenue Code of 1986, as amended, as well as similar state provisions. An ownership change may limit the amount of NOL and research and development credit carryforwards that can be utilized annually to offset future taxable income, and may, in turn, result in the expiration of a portion of those carryforwards before utilization. In general, an ownership change, as defined by Section 382, results from transactions that increase the ownership of certain stockholders or public groups in the stock of a corporation by more than 50 percentage points over a three-year period. We undertook a detailed study of our NOL and research and development credit carryforwards through January 31, 2017, to determine whether such amounts are likely to be limited by Sections 382 or 383. As a result of this analysis, we currently do not believe any Sections 382 or 383 limitations will significantly impact our ability to offset income with available NOL and research and development credit carryforwards. However, future ownership changes under Section 382 may limit our ability to fully utilize these tax benefits. |
RESTRUCTURING AND OTHER COSTS
RESTRUCTURING AND OTHER COSTS | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING AND OTHER COSTS | 11. RESTRUCTURING AND OTHER COSTS On July 30, 2014, we approved plans to restructure our operations to better align our human and financial resources with our primary focus on clinical stage development programs and to extend our cash runway. Commencing on August 4, 2014, we began to reduce our workforce from 62 to approximately 40 employees by the end of the year. Most of this reduction came from our Discovery Group, which has been engaged primarily in early-stage, preclinical research. The costs associated with this action were comprised of severance payments of $662 and benefits continuation costs of $74. In the year ended December 31, 2014, $319 of these costs was paid and the remaining amount of $417 was paid in 2015. In addition, in the year ended December 31, 2014, we incurred non-cash charges of $83 related to the modification of employee stock options, and $280 for impairment of property and equipment impacted by the restructuring. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 12. COMMITMENTS AND CONTINGENCIES Leases We lease a facility under a non-cancelable operating lease that terminates on July 31, 2020 and the minimum lease commitment for our leased facility is as follows: YEAR ENDING DECEMBER 31, OPERATING LEASES 2017 $ 545 2018 504 2019 501 2020 254 Thereafter — Total minimum lease payments $ 1,804 Rent expense under our non-cancelable operating lease was approximately $540, $1,569, and $2,866 for the years ended December 31, 2016, 2015 and 2014, respectively. In January 2015, we entered into a lease agreement for a new headquarters facility. The lease commenced on May 1, 2015 for a term of five years and three months with an average annual rental rate of $455. The lease obligation for the new facility is included in the table above. |
CONCENTRATION OF CREDIT RISK
CONCENTRATION OF CREDIT RISK | 12 Months Ended |
Dec. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATION OF CREDIT RISK | 13. CONCENTRATION OF CREDIT RISK Revenue from one customer represented approximately 40% of total revenue during 2016, 49% in 2015 and 49% in 2014. Revenue from another customer represented approximately 60% of total revenue during 2016, 51% in 2015, and 51% in 2014. |
SELECTED QUARTERLY FINANCIAL DA
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) | 14. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) FIRST SECOND THIRD FOURTH 2016 Net revenues $ 1,227 $ 1,072 $ 1,223 $ 1,187 Net loss (4,981 ) (5,100 ) (5,817 ) (6,820 ) Basic and diluted net loss per share: Net loss per share $ (0.08 ) $ (0.07 ) $ (0.08 ) $ (0.10 ) FIRST SECOND THIRD FOURTH 2015 Net revenues $ 2,785 $ 3,004 $ 2,653 $ 2,797 Net loss (4,551 ) (4,017 ) (2,354 ) (2,852 ) Basic and diluted earnings (loss) per share: Net loss per share $ (0.07 ) $ (0.06 ) $ (0.04 ) $ (0.05 ) |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | 15. SUBSEQUENT EVENT On January 6, 2017, the Company, Oxford Finance LLC, as collateral agent and a lender (the “Lender”), and any additional lenders that may become parties thereto, entered into a loan and security agreement (the “Loan Agreement”). Pursuant to the terms of the Loan Agreement, the Lender issued the Company a loan in the principal amount of $15,000,000. The loan will bear interest at the rate equal to (a) the greater of (i) the 30 day U.S. LIBOR rate reported in the Wall Street Journal on the date occurring on the last business day of the month that immediately precedes the month in which the interest will accrue or (ii) 0.65% (b) plus 6.85%. The Company will have interest-only payments for 18 months, followed by an amortization period of 36 months. The maturity date of the loan is July 1, 2021. Upon the earlier of prepayment or the maturity date, the Company will pay to the Lender a final payment of 6% of the full principal amount of the loan. The Company may elect to prepay all amounts owed prior to the maturity date, provided that a prepayment fee also is paid equal to (i) 3% of the outstanding principal balance if prepayment occurs in months 1-12 following the closing, (ii) 2.0% of the outstanding principal balance in months 13-24 following the closing, and (iii) 1% thereafter. The Company paid the Lender an upfront facility fee of $75,000. Pursuant to the terms of the Loan Agreement, the Company is bound by certain affirmative covenants setting forth actions that are required during the term of the Loan Agreement, including, without limitation, certain information delivery requirements, obligations to maintain certain insurance, and certain notice requirements. Additionally, the Company is bound by certain negative covenants setting forth actions that are not permitted to be taken during the term of the Loan Agreement without consent, including, without limitation, incurring certain additional indebtedness, entering into certain mergers, acquisitions or other business combination transactions, or incurring any non-permitted lien or other encumbrance on the Company’s assets. Upon the occurrence of an event of default under the Loan Agreement (subject to cure periods for certain events of default), all amounts owed by the Company thereunder will begin to bear interest at a rate that is 5% higher than the rate that is otherwise applicable and may be declared immediately due and payable by the Lender. Events of default under the Loan Agreement include, among other things, the following: the occurrence of certain bankruptcy events; the failure to make payments under the Loan Agreement when due; the occurrence of a material adverse change in the business, operations or financial condition of the Company; the rendering of certain types of fines or judgments against the Company; any breach by the Company of any covenant (subject to cure for certain covenants only) made in the Loan Agreement; and the failure of any representation or warranty made by the Company in connection with the Loan Agreement to be correct in all material respects when made. The Company has granted Lender, a security interest in substantially all of its personal property, rights and assets, other than intellectual property, to secure the payment of all amounts owed to the Lender under the Loan Agreement. The Company has also agreed not to encumber any of its intellectual property without required lenders’ prior written consent. In connection with entering into the Loan Agreement, the Company issued to the Lender warrants to purchase an aggregate of 354,330 shares of the Company’s common stock (the “Lender Warrants”). The warrants are exercisable immediately, have a per-share exercise price of $1.27 and have a term of ten years. |
SUMMARY OF SIGNIFICANT ACCOUN22
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. |
Cash Equivalents and Marketable Securities | Cash Equivalents and Marketable Securities We consider all highly liquid investments purchased within three months of original maturity date to be cash equivalents. We invest our available cash primarily in commercial paper, money market funds and U.S. Treasury bill funds. We generally classify our marketable securities as available-for-sale at the time of purchase and re-evaluate such designation as of each balance sheet date. The Company classifies its investments as either current or long-term based upon the investments’ contractual maturities and the Company’s ability and intent to convert such instruments to cash within one year. We report available-for-sale investments at fair value as of each balance sheet date and include any unrealized gains and, to the extent deemed temporary, unrealized losses in stockholders’ equity. Realized gains and losses are determined using the specific identification method and are included in other income (expense) in the statement of operations and comprehensive loss. For any of our marketable securities classified as trading securities, changes in the fair value of those securities are recorded as other income (expense) in the statement of operations and comprehensive loss. At December 31, 2016 we had no trading securities. We conduct quarterly reviews to determine the fair value of our investment portfolio and to identify and evaluate each investment that has an unrealized loss, in accordance with the meaning of other-than-temporary impairment and its application to certain investments. An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis. In the event that the cost basis of a security exceeds its fair value, we evaluate, among other factors, the duration of the period that, and extent to which, the fair value is less than cost basis, the financial health of and business outlook for the issuer, including industry and sector performance, and operational and financing cash flow factors, overall market conditions and trends, our intent to sell the investment and if it is more likely than not that we would be required to sell the investment before its anticipated recovery. Unrealized losses on available-for-sale securities that are determined to be temporary, and not related to credit loss, are recorded in accumulated other comprehensive income (loss). For available-for-sale debt securities with unrealized losses, we perform an analysis to assess whether we intend to sell or whether we would more likely than not be required to sell the security before the expected recovery of the amortized cost basis. Where we intend to sell a security, or may be required to do so, the security’s decline in fair value is deemed to be other-than-temporary and the full amount of the unrealized loss is reflected in the statement of operations and comprehensive loss as an impairment loss. Regardless of our intent to sell a security, we perform additional analysis on all securities with unrealized losses to evaluate losses associated with the creditworthiness of the security. We did not recognize any other-than-temporary impairments during the years ended December 31, 2016, 2015 or 2014. Credit losses are identified where we do not expect to receive cash flows sufficient to recover the amortized cost basis of a security. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments At December 31, 2016 and 2015 our financial instruments consist of cash, cash equivalents, investments in corporate debt securities, accounts payable, and accrued expenses. At December 31, 2016 and 2015 our financial instruments also included marketable securities which are reported at fair value. |
Non-refundable Advance Payments for Research and Development | Non-refundable Advance Payments for Research and Development Non-refundable advance payments for goods or services that will be used or rendered for future research and development activities are initially deferred and capitalized. Related expenses (or contra-revenues) are then recognized as expense (or contra-revenue) as the goods are delivered and consumed or the related services are performed. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives. Assets under capital leases and leasehold improvements are amortized over the shorter of their estimated useful lives or the term of the respective leases by use of the straight-line method. Maintenance and repair costs are expensed as incurred. Depreciation and amortization expense for the years ended December 31, 2016, 2015 and 2014 was $101, $161 and $603, respectively. |
Revenue Recognition-Research and Development Revenue | Revenue Recognition—Research and Development Revenue Research and development revenue is generated primarily through collaborative research and development agreements. The terms of the agreements may include nonrefundable upfront payments, funding for research and development, milestone payments and royalties on any product sales derived from collaborations. The Company adopted the FASB issued ASU No. 2010-17, Revenue Recognition—Milestone Method Research and development payments associated with our collaboration agreements in effect prior to January 1, 2011 are recognized as research and development revenue using the contingency adjusted performance model. Under this model, when payments are earned, revenue is immediately recognized on a pro-rata basis in the period we achieve the milestone based on the time elapsed from inception of the agreement to the time the milestone is earned over the estimated duration of the development period under the agreement. Thereafter, the remaining portion of the milestone payment is recognized on a straight-line basis over the remaining estimated development period under the agreement. This estimated development period may ultimately be shorter or longer depending upon the outcome of the development work, resulting in accelerated or deferred recognition of the development revenue. Royalty payments will be recognized as revenue when earned. The costs associated with satisfying research and development contracts are included in research and development expense as incurred. |
Research and Development Costs | Research and Development Costs Costs of research and development, which are expensed as incurred, are comprised of the following types of costs incurred in performing research and development activities and those incurred in connection with research and development revenue: salaries and benefits, allocated overhead and occupancy costs, clinical trial and related clinical manufacturing costs, contract services, and other outside costs. |
Impairment or Disposal of Long-Lived Assets | Impairment or Disposal of Long-Lived Assets We assess our long-lived assets for impairment whenever events or changes in circumstances (a “triggering event”) indicate that the carrying value of a group of long-lived assets may not be recoverable. If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived asset, including its eventual residual value, is compared to the carrying value to determine whether impairment exists. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the assets, the assets are written-down to their estimated fair values. As a result of our restructuring in 2014, we recognized an impairment charge related to our long-lived assets of $280. We did not recognize any impairment charges related to our long-lived assets during 2016 or 2015. |
Segment Data | Segment Data The chief operating decision maker uses aggregated- financial information in determining how to allocate resources and assess performance. For this reason, we have determined that we are principally engaged in one operating segment. See Note 13 with respect to significant customers. Substantially all of our revenue since inception has been generated in the U.S. and all of our long-lived assets are located in the U.S. |
Other Income | Other Income Other income was $0 in 2016 and in 2015 includes a gain of $277 from the sale of property and equipment. Other income in 2014 includes a gain of $254 upon the redemption of $2,100 of our remaining auction rate securities at face value, and a gain of $388 from the sale of property and equipment. |
Income Taxes | Income Taxes Income taxes have been accounted for using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance against deferred tax assets is recorded if, based upon the weight of all available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. For uncertain tax positions that meet “a more likely than not” threshold, the Company recognizes the benefit of uncertain tax positions in the financial statements. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The computations of basic and diluted earnings (loss) per common share are based upon the weighted average number of common shares outstanding and potentially dilutive securities. Potentially dilutive securities include employee and Board of Director stock options, and options issued in conjunction with our February 2016 stock offering. Employee and Board of Director options to purchase 8,715,048 shares of common stock and options to purchase 3,567,956 shares of common stock issued in conjunction with our February 2016 stock offering were not included in the 2016 computations of diluted net loss per share because inclusion of such shares would have an anti-dilutive effect. Options to purchase 8,305,950 and 7,724,614 shares of common stock were not included in 2015 and 2014 because inclusion of such shares would have an anti-dilutive effect. |
Stock-Based Compensation | Stock-Based Compensation Our stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employees’ requisite service period (generally the vesting period of the equity grant). We estimate the fair value of stock options using the Black-Scholes valuation model. Key input assumptions used to estimate the fair value of stock options include the exercise price of the award, expected option term, expected volatility of our stock over the option’s expected term, risk-free interest rate over the option’s expected term, and the expected annual dividend yield. We believe that the valuation technique and approach utilized to develop the underlying assumptions are appropriate in calculating the fair values of our stock options granted. The following table presents stock-based compensation expense for the years ended December 31, 2016, 2015 and 2014 included in our Statements of Operations and Comprehensive Loss: 2016 2015 2014 Research and development $ 514 $ 682 $ 1,016 General and administrative 1,351 1,579 2,183 Restructuring — — 83 Total stock-based compensation expense $ 1,865 $ 2,261 $ 3,282 In the years ended December 31, 2016, 2015 and 2014, no stock-based compensation expense was capitalized and there were no recognized tax benefits associated with the stock-based compensation charges. The fair value of stock options and employee stock purchase plan shares granted in the years ended December 31, 2016, 2015 and 2014 respectively were estimated on the grant date using the Black-Scholes option-pricing model with the following assumptions: 2016 2015 2014 Dividend yield(1) 0.0% 0.0% 0.0% Weighted average expected volatility factor(2) 63% 66% 67% Risk free interest(3) 1.2–1.8% 1.3–1.7% 1.5–1.8% Expected term, excluding options issued pursuant to the Employee Stock Purchase Plan(4) 5.8–7.2 years 5.6–6.8 years 5.8–6.9 years Expected term—Employee Stock Purchase Plan(5) 6 months 6 months 6 months (1) We have historically not paid dividends on our common stock and we do not anticipate paying any dividends in the foreseeable future. (2) Measured using an average of historical daily price changes of our stock over a period equal to our expected term. (3) The risk-free interest rate for periods equal to the expected term of share option based on the U.S. Treasury yield in effect at the time of grant. (4) The expected term is the number of years that we estimate, based on historical experience, that options will be outstanding before exercise or cancellation. The range in expected term is the result of certain groups of employees exhibiting different exercising behavior. (5) The expected term of options issued in connection with our Employee Stock Purchase Plan is 6 months based on the terms of the plan. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial statements upon adoption. In August 2016, the FASB issued Accounting Standard Update (“ASU”) No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This new standard clarifies certain aspects of the statement of cash flows, including the classification of debt prepayment or debt extinguishment costs or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investees and beneficial interests in securitization transactions. This new standard also clarifies that an entity should determine each separately identifiable source of use within the cash receipts and payments on the basis of the nature of the underlying cash flows. In situations in which cash receipts and payments have aspects of more than one class of cash flows and cannot be separated by source or use, the appropriate classification should depend on the activity that is likely to be the predominant source or use of cash flows for the item. This new standard will be effective for us on January 1, 2018. The adoption of this standard is not expected to have a material impact on our statements of cash flows upon adoption In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The new standard involves several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The new standard will be effective for us on January 1, 2017. We evaluated this ASU and determined that it did not have a material impact on our financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The new standard requires that all lessees recognize the assets and liabilities that arise from leases on the balance sheet and disclose qualitative and quantitative information about its leasing arrangements. The new standard will be effective for us on January 1, 2019. We are currently evaluating the potential impact that this standard may have on our financial statements. In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes (Topic 740), which requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position to simplify the presentation of deferred income taxes. The standard is effective prospectively for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, with early adoption permitted. This new standard will be effective for us on January 1, 2017. The adoption of this standard is not expected to have a material impact on our financial statements. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. Under the new guidance, management will be required to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. The provisions of this ASU are effective for annual periods ending after December 15, 2016, and for annual and interim periods thereafter. We adopted this standard effective December 31, 2016 and determined that this ASU did not have a material impact on our disclosures. In June 2014, the FASB issued ASU No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (Topic 718). This ASU requires a reporting entity to treat a performance target that affects vesting and that could be achieved after the requisite service period as a performance condition, and apply existing guidance under the Stock Compensation Topic of the ASC as it relates to awards with performance conditions that affect vesting to account for such awards. The provisions of this ASU are effective for interim and annual periods beginning after December 15, 2015. We adopted this standard effective December 31, 2016 and determined that this ASU did not have a material impact on our financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes all existing revenue recognition requirements, including most industry-specific guidance. The new standard requires a company to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delayed the effective date of the new standard from January 1, 2017 to January 1, 2018. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. We are currently evaluating the method of adoption and the potential impact that Topic 606 may have on our financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN23
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of stock-based compensation expense | 2016 2015 2014 Research and development $ 514 $ 682 $ 1,016 General and administrative 1,351 1,579 2,183 Restructuring — — 83 Total stock-based compensation expense $ 1,865 $ 2,261 $ 3,282 |
Schedule of fair value under the Black-Scholes model | 2016 2015 2014 Dividend yield(1) 0.0% 0.0% 0.0% Weighted average expected volatility factor(2) 63% 66% 67% Risk free interest(3) 1.2–1.8% 1.3–1.7% 1.5–1.8% Expected term, excluding options issued pursuant to the Employee Stock Purchase Plan(4) 5.8–7.2 years 5.6–6.8 years 5.8–6.9 years Expected term—Employee Stock Purchase Plan(5) 6 months 6 months 6 months (1) We have historically not paid dividends on our common stock and we do not anticipate paying any dividends in the foreseeable future. (2) Measured using an average of historical daily price changes of our stock over a period equal to our expected term. (3) The risk-free interest rate for periods equal to the expected term of share option based on the U.S. Treasury yield in effect at the time of grant. (4) The expected term is the number of years that we estimate, based on historical experience, that options will be outstanding before exercise or cancellation. The range in expected term is the result of certain groups of employees exhibiting different exercising behavior. (5) The expected term of options issued in connection with our Employee Stock Purchase Plan is 6 months based on the terms of the plan. |
MARKETABLE SECURITIES AND FAI24
MARKETABLE SECURITIES AND FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Marketable Securities and Fair Value Measurements [Abstract] | |
Schedule of fair value of available-for-sale marketable securities | December 31, 2016 Amortized Cost Gross Gains Gross Losses Fair Value Security type Corporate debt securities-short term $ 15,857 $ 7 $ (5 ) $ 15,859 Total available-for-sale marketable securities $ 15,857 $ 7 $ (5 ) $ 15,859 December 31, 2015 Amortized Cost Gross Gains Gross Losses Fair Value Security type Corporate debt securities-short term $ 24,786 $ 13 $ (10 ) $ 24,789 Total available-for-sale marketable securities $ 24,786 $ 13 $ (10 ) $ 24,789 |
Schedule of assets measured at fair value on a recurring basis | December 31, Quoted Prices in Significant Significant Cash equivalents $ 12,923 $ 12,923 $ — $ — Corporate debt securities-short term 15,859 — 15,859 — Total $ 28,782 $ 12,923 $ 15,859 $ — December 31, Quoted Prices in Significant Significant Cash equivalents $ 11,800 $ 11,800 $ — $ — Corporate debt securities-short term 24,789 — 24,789 — Total $ 36,589 $ 11,800 $ 24,789 $ — |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | USEFUL 2016 2015 Machinery and equipment 5 $ 1,939 $ 1,939 Leasehold improvements 3–5 232 232 Furniture and fixtures 7 40 40 Computer equipment 3 2,497 2,482 4,708 4,693 Less: Accumulated depreciation and amortization 4,528 4,427 Net property and equipment $ 180 $ 266 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Other Assets [Abstract] | |
Schedule of other assets | 2016 2015 Security deposits $ 252 $ 252 Total other assets $ 252 $ 252 |
ACCOUNTS PAYABLE AND ACCRUED 27
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued expense | 2016 2015 Accounts payable $ 710 $ 186 Accrued payroll 1,856 1,956 Accrued outsourced preclinical and clinical fees 5,461 3,273 Accrued professional fees 363 516 Other accrued expenses 310 303 $ 8,700 $ 6,234 |
EQUITY INCENTIVE PLANS (Tables)
EQUITY INCENTIVE PLANS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | |
Schedule of activity of options under stock plans | Stock Options Number of Shares Weighted Average Exercise Price Outstanding as of December 31, 2013 7,511,814 $ 5.28 Granted 1,150,119 2.47 Exercised — — Cancelled (937,319 ) 5.06 Outstanding as of December 31, 2014 7,724,614 $ 4.89 Granted 1,513,850 1.25 Exercised — — Cancelled (932,514 ) 4.82 Outstanding as of December 31, 2015 8,305,950 $ 4.24 Granted 1,609,000 1.78 Exercised (97,498 ) 1.16 Cancelled (1,102,404 ) 5.10 Outstanding as of December 31, 2016 8,715,048 $ 3.71 Exercisable as of December 31, 2016 5,629,392 $ 4.78 |
Schedule of options outstanding | Options Outstanding Options Exercisable Range of Exercise Prices Number December 31, 2016 Weighted Average Contractual Life Weighted Average Exercise Price Exercisable as of December 31, 2016 Weighted Average Exercise Price $1.16–1.42 1,132,552 7.94 $ 1.18 290,860 $ 1.25 1.43–2.35 1,827,750 8.98 1.79 152,500 1.82 2.36–2.80 1,599,759 6.52 2.56 1,031,045 2.56 2.81–5.60 1,842,584 2.11 3.85 1,842,584 3.85 5.61–8.40 2,235,403 3.92 7.08 2,235,403 7.08 8.41–9.45 77,000 0.37 9.09 77,000 9.09 8,715,048 5.57 $ 3.71 5,629,392 $ 4.78 |
Schedule of shares vested, expected to vest and exercisable | Options Weighted-Average Weighted-Average Aggregate Vested and unvested expected to vest at December 31, 2016 8,546,655 $ 3.71 5.57 $ 99 Exercisable at December 31, 2016 5,629,392 $ 4.78 4.04 $ 19 |
Schedule of restricted stock activity | Restricted Stock Number of Shares Weighted Average Fair Value Unvested as of December 31, 2015 58,635 $ 2.51 Granted — — Vested (29,306 ) 2.51 Cancelled (53 ) 2.51 Unvested as of December 31, 2016 29,276 $ 2.51 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of company's effective income tax rate | 2016 2015 2014 Income tax (benefit) expense at statutory rate $ (7,724 ) $ (4,683 ) $ (7,953 ) State tax (benefit) expense, net of Federal tax (benefit) expense (1,146 ) (677 ) (1,154 ) Permanent items 263 239 383 Effect of change in valuation allowance and State NOL expiration 8,837 4,945 9,402 Tax credits (228 ) (74 ) (678 ) Other (2 ) 250 — Tax expense (benefit) $ — $ — $ — |
Schedule of company's deferred tax assets and liabilities | 2016 2015 Deferred tax assets: Net operating loss carryforwards $ 135,642 $ 125,599 Tax credit carryforwards 25,264 25,036 Equity based compensation 9,610 9,176 Book depreciation in excess of tax 56 35 Reserves and accruals 181 276 Deferred revenue — 1,796 Other 28 26 170,781 161,944 Valuation allowance (170,781 ) (161,944 ) Deferred tax liabilities — — Net deferred tax assets $ — $ — |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments under non-cancelable operating leases | YEAR ENDING DECEMBER 31, OPERATING LEASES 2017 $ 545 2018 504 2019 501 2020 254 Thereafter — Total minimum lease payments $ 1,804 |
SELECTED QUARTERLY FINANCIAL 31
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of unaudited quarterly financial data | FIRST SECOND THIRD FOURTH 2016 Net revenues $ 1,227 $ 1,072 $ 1,223 $ 1,187 Net loss (4,981 ) (5,100 ) (5,817 ) (6,820 ) Basic and diluted net loss per share: Net loss per share $ (0.08 ) $ (0.07 ) $ (0.08 ) $ (0.10 ) FIRST SECOND THIRD FOURTH 2015 Net revenues $ 2,785 $ 3,004 $ 2,653 $ 2,797 Net loss (4,551 ) (4,017 ) (2,354 ) (2,852 ) Basic and diluted earnings (loss) per share: Net loss per share $ (0.07 ) $ (0.06 ) $ (0.04 ) $ (0.05 ) |
ORGANIZATION AND NATURE OF OP32
ORGANIZATION AND NATURE OF OPERATIONS (Detail Textuals) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jan. 06, 2017 | |
Loan agreement | ||||
Net use of cash | $ (22,937,000) | $ (22,160,000) | $ (31,782,000) | |
Oxford Finance Llc | Subsequent event | Loan Agreement | ||||
Loan agreement | ||||
Loan principal amount | $ 15,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN33
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Stock-based compensation expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 1,865 | $ 2,261 | $ 3,282 |
Research and development | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 514 | 682 | 1,016 |
General and administrative | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 1,351 | 1,579 | 2,183 |
Restructuring | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 83 |
SUMMARY OF SIGNIFICANT ACCOUN34
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - The fair value of stock options and employee stock purchase plan shares Valuaton assumptions (Details 1) - Stock Options | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term | [1] | 5 years 9 months 18 days | 5 years 7 months 6 days | 5 years 9 months 18 days |
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term | [1] | 7 years 2 months 12 days | 6 years 9 months 18 days | 6 years 10 months 24 days |
Employee stock purchase plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Dividend yield | [2] | 0.00% | 0.00% | 0.00% |
Weighted average expected volatility factor | [3] | 63.00% | 66.00% | 67.00% |
Expected term | [4] | 6 months | 6 months | 6 months |
Employee stock purchase plan | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk free interest | [5] | 1.20% | 1.30% | 1.50% |
Employee stock purchase plan | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk free interest | [5] | 1.80% | 1.70% | 1.80% |
[1] | The expected term is the number of years that we estimate, based on historical experience, that options will be outstanding before exercise or cancellation. The range in expected term is the result of certain groups of employees exhibiting different exercising behavior. | |||
[2] | We have historically not paid dividends on our common stock and we do not anticipate paying any dividends in the foreseeable future. | |||
[3] | Measured using an average of historical daily price changes of our stock over a period equal to our expected term. | |||
[4] | The expected term of options issued in connection with our Employee Stock Purchase Plan is 6 months based on the terms of the plan. | |||
[5] | The risk-free interest rate for periods equal to the expected term of share option based on the U.S. Treasury yield in effect at the time of grant. |
SUMMARY OF SIGNIFICANT ACCOUN35
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($)Segment | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Accounting Policies [Abstract] | |||
Depreciation method | straight-line method | ||
Depreciation and amortization expense | $ 101 | $ 161 | $ 603 |
Impairment of property and equipment | 280 | ||
Number of operating segments | Segment | 1 | ||
Gain on auction rate securities | 254 | ||
Redemption of auction rate security | 2,100 | ||
Gain on sale of property plant and equipment | $ 277 | $ 388 | |
Fair value valuation method | Black-Scholes option-pricing model |
SUMMARY OF SIGNIFICANT ACCOUN36
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals 1) - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Common stock, shares issued | 71,146,209 | 62,939,780 | |
Stock Options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares of common stock not included in computations of diluted net loss per share | 3,567,956 | 8,305,950 | 7,724,614 |
Stock Options | Employee | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares of common stock not included in computations of diluted net loss per share | 3,567,956 | ||
Stock Options | Board of Directors Chairman | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares of common stock not included in computations of diluted net loss per share | 8,715,048 |
COLLABORATIONS AND ALLIANCES (D
COLLABORATIONS AND ALLIANCES (Detail Textuals) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Net research and development revenue | $ 2.8 | $ 5.5 | $ 5.6 | |
Contra revenue recognized | 0.1 | 0.1 | 0.2 | |
Deferred revenue | 2.7 | |||
Daiichi Sankyo Tivantinib Agreement | Phase 3 collaboration costs | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Cumulative share of phase 3 collaboration costs | 106.6 | |||
Milestone payment received | $ 15 | 25 | ||
Cumulative share of phase 3 collaboration costs in excess of milestones amounts received | $ 66.6 | |||
Daiichi Sankyo Tivantinib Agreement | Non-Phase 3 tivantinib collaboration costs | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Net research and development revenue | 0.1 | 0.1 | 0.2 | |
Revenue included in research and development revenue | 0.2 | 0.2 | 0.4 | |
Contra revenue included in research and development revenue | $ 0.1 | $ 0.1 | $ 0.2 |
COLLABORATIONS AND ALLIANCES 38
COLLABORATIONS AND ALLIANCES (Detail Textuals 1) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||
Aug. 31, 2011 | Sep. 30, 2010 | Feb. 29, 2008 | Apr. 27, 2007 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Research and development revenue | $ 1,187 | $ 1,223 | $ 1,072 | $ 1,227 | $ 2,797 | $ 2,653 | $ 3,004 | $ 2,785 | $ 4,709 | $ 11,239 | $ 11,254 | ||||
Deferred revenue | $ 2,700 | 2,700 | |||||||||||||
Kyowa Hakko Kirin Licensing Agreement | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Upfront and potential development milestone payments | $ 123,000 | ||||||||||||||
Cash upfront licensing payments - total to date | $ 30,000 | ||||||||||||||
Notice period for termination of contract | 90 days | ||||||||||||||
Research and development revenue | $ 1,900 | $ 5,700 | $ 5,700 | ||||||||||||
Deferred revenue | $ 1,900 | $ 1,900 | |||||||||||||
Kyowa Hakko Kirin Licensing Agreement | Phase Two trial Kyowa Hakko Kirin | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Milestone payment received | $ 5,000 | ||||||||||||||
Kyowa Hakko Kirin Licensing Agreement | Phase Three Attention Trial Asia | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Milestone payment received | $ 10,000 | ||||||||||||||
Kyowa Hakko Kirin Licensing Agreement | Kyowa Hakko Kirin | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Milestone payment received | $ 3,000 | ||||||||||||||
Percentage of royalties expected to be received - lower range | mid-teen percent | ||||||||||||||
Percentage of royalties expected to be received - upper range | low-twenty percent |
MARKETABLE SECURITIES AND FAI39
MARKETABLE SECURITIES AND FAIR VALUE MEASUREMENTS - Summary of fair value of available-for-sale securities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 15,857 | $ 24,786 |
Gross Unrealized Gains | 7 | 13 |
Gross Unrealized Losses | (5) | (10) |
Fair Value | 15,859 | 24,789 |
Corporate debt securities | Short term | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 15,857 | 24,786 |
Gross Unrealized Gains | 7 | 13 |
Gross Unrealized Losses | (5) | (10) |
Fair Value | $ 15,859 | $ 24,789 |
MARKETABLE SECURITIES AND FAI40
MARKETABLE SECURITIES AND FAIR VALUE MEASUREMENTS - Assets measured at fair value on a recurring basis (Details 1) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 12,923 | $ 11,800 |
Corporate debt securities-short term | 15,859 | 24,789 |
Total | 28,782 | 36,589 |
Fair Value, Measurements, Recurring | Corporate debt securities | Quoted Prices in Active Markets (Level 1) | Short term | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 12,923 | 11,800 |
Corporate debt securities-short term | ||
Total | 12,923 | 11,800 |
Fair Value, Measurements, Recurring | Corporate debt securities | Significant Other Observable Inputs (Level 2) | Short term | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | ||
Corporate debt securities-short term | 15,859 | 24,789 |
Total | 15,859 | 24,789 |
Fair Value, Measurements, Recurring | Corporate debt securities | Significant Unobservable Inputs (Level 3) | Short term | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | ||
Corporate debt securities-short term | ||
Total |
PROPERTY AND EQUIPMENT - Proper
PROPERTY AND EQUIPMENT - Property and equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 4,708 | $ 4,693 |
Less: Accumulated depreciation and amortization | 4,528 | 4,427 |
Net property and equipment | $ 180 | 266 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Estimated Useful Life (Years) | 5 years | |
Property and equipment, gross | $ 1,939 | 1,939 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 232 | 232 |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Estimated Useful Life (Years) | 3 years | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Estimated Useful Life (Years) | 5 years | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Estimated Useful Life (Years) | 7 years | |
Property and equipment, gross | $ 40 | 40 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Estimated Useful Life (Years) | 3 years | |
Property and equipment, gross | $ 2,497 | $ 2,482 |
PROPERTY AND EQUIPMENT (Detail
PROPERTY AND EQUIPMENT (Detail Textuals) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2015USD ($)ft² | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Property, Plant and Equipment [Line Items] | |||
Impairment of property and equipment | $ 280 | ||
Gain on sale of property plant and equipment | $ 277 | 388 | |
Property and equipment original cost | $ 4,000 | 10,400 | |
Property and equipment accumulated depreciation | $ 10,300 | ||
Lease Agreement | |||
Property, Plant and Equipment [Line Items] | |||
Area of Land | ft² | 15,000 | ||
Lease term | 5 years 3 months | ||
Lease average annual rental rate amount | $ 455 |
OTHER ASSETS - Components of Ot
OTHER ASSETS - Components of Other assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Other Assets, Noncurrent [Abstract] | ||
Security deposits | $ 252 | $ 252 |
Total other assets | $ 252 | $ 252 |
ACCOUNTS PAYABLE AND ACCRUED 44
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - Summary of accounts payable and accrued expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 710 | $ 186 |
Accrued payroll | 1,856 | 1,956 |
Accrued outsourced pre-clinical and clinical fees | 5,461 | 3,273 |
Accrued professional fees | 363 | 516 |
Other accrued expenses | 310 | 303 |
Accounts payable and accrued expenses, Total | $ 8,700 | $ 6,234 |
STOCKHOLDERS' EQUITY (Detail Te
STOCKHOLDERS' EQUITY (Detail Textuals) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | ||
Feb. 26, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Definitive stock purchase agreements | |||
Class of Stock [Line Items] | |||
Number of common stock issued under agreement | 8,027,900 | ||
Number of non transferable options issued | 3,567,956 | ||
Aggregate net proceeds | $ 15.2 | ||
Stock option exercise price | $ 2.50 | ||
Employee Stock Purchase Plan ("Purchase Plan") | Common Stock | |||
Class of Stock [Line Items] | |||
Common shares reserved for future issuance under the employee stock purchase plan | 202,257 | ||
2014 Equity Incentives Plan ("Equity Incentives Plan") , the Amended and Restated 1994 Equity Incentive Plan and the Amended and Restated 1996 Director Stock Option Plan ("Director Plan") | |||
Class of Stock [Line Items] | |||
Exercise of common stock options | 3,804,931 |
EQUITY INCENTIVE PLANS - Option
EQUITY INCENTIVE PLANS - Option activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Weighted Average Exercise Price | |||
Exercisable | $ 1.27 | ||
Equity Incentive Plan | Stock Options | |||
Number of Shares | |||
Outstanding | 8,305,950 | 7,724,614 | 7,511,814 |
Granted | 1,609,000 | 1,513,850 | 1,150,119 |
Exercised | (97,498) | ||
Cancelled | (1,102,404) | (932,514) | (937,319) |
Outstanding | 8,715,048 | 8,305,950 | 7,724,614 |
Exercisable | 5,629,392 | ||
Weighted Average Exercise Price | |||
Outstanding | $ 4.24 | $ 4.89 | $ 5.28 |
Granted | 1.78 | 1.25 | 2.47 |
Exercised | 1.16 | ||
Cancelled | 5.10 | 4.82 | 5.06 |
Outstanding | 3.71 | $ 4.24 | $ 4.89 |
Exercisable | $ 4.78 |
EQUITY INCENTIVE PLANS - Summar
EQUITY INCENTIVE PLANS - Summary of options outstanding (Details 1) - $ / shares | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Exercisable, Weighted Average Exercise Price | $ 1.27 | |||
Equity Incentive Plan | Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Options Outstanding at December 31, 2016 | 8,715,048 | 8,305,950 | 7,724,614 | 7,511,814 |
Options Outstanding, Weighted Average Remaining Contractual Life | 5 years 6 months 26 days | |||
Options Outstanding, Weighted Average Exercise Price | $ 3.71 | $ 4.24 | $ 4.89 | $ 5.28 |
Options Exercisable as of December 31, 2016 | 5,629,392 | |||
Options Exercisable, Weighted Average Exercise Price | $ 4.78 | |||
Equity Incentive Plan | Stock Options | Range of Exercise Prices : $ 1.16 - 1.42 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Exercise Prices, Lower Limit | 1.16 | |||
Range of Exercise Prices, Upper Limit | $ 1.42 | |||
Number of Options Outstanding at December 31, 2016 | 1,132,552 | |||
Options Outstanding, Weighted Average Remaining Contractual Life | 7 years 11 months 9 days | |||
Options Outstanding, Weighted Average Exercise Price | $ 1.18 | |||
Options Exercisable as of December 31, 2016 | 290,860 | |||
Options Exercisable, Weighted Average Exercise Price | $ 1.25 | |||
Equity Incentive Plan | Stock Options | Range of Exercise Prices : $ 1.43 - 2.35 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Exercise Prices, Lower Limit | 1.43 | |||
Range of Exercise Prices, Upper Limit | $ 2.35 | |||
Number of Options Outstanding at December 31, 2016 | 1,827,750 | |||
Options Outstanding, Weighted Average Remaining Contractual Life | 8 years 11 months 23 days | |||
Options Outstanding, Weighted Average Exercise Price | $ 1.79 | |||
Options Exercisable as of December 31, 2016 | 152,500 | |||
Options Exercisable, Weighted Average Exercise Price | $ 1.82 | |||
Equity Incentive Plan | Stock Options | Range of Exercise Prices : $ 2.36 - 2.80 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Exercise Prices, Lower Limit | 2.36 | |||
Range of Exercise Prices, Upper Limit | $ 2.80 | |||
Number of Options Outstanding at December 31, 2016 | 1,599,759 | |||
Options Outstanding, Weighted Average Remaining Contractual Life | 6 years 6 months 7 days | |||
Options Outstanding, Weighted Average Exercise Price | $ 2.56 | |||
Options Exercisable as of December 31, 2016 | 1,031,045 | |||
Options Exercisable, Weighted Average Exercise Price | $ 2.56 | |||
Equity Incentive Plan | Stock Options | Range of Exercise Prices : $ 2.81 - 5.60 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Exercise Prices, Lower Limit | 2.81 | |||
Range of Exercise Prices, Upper Limit | $ 5.60 | |||
Number of Options Outstanding at December 31, 2016 | 1,842,584 | |||
Options Outstanding, Weighted Average Remaining Contractual Life | 2 years 1 month 10 days | |||
Options Outstanding, Weighted Average Exercise Price | $ 3.85 | |||
Options Exercisable as of December 31, 2016 | 1,842,584 | |||
Options Exercisable, Weighted Average Exercise Price | $ 3.85 | |||
Equity Incentive Plan | Stock Options | Range of Exercise Prices : $ 5.61 - 8.40 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Exercise Prices, Lower Limit | 5.61 | |||
Range of Exercise Prices, Upper Limit | $ 8.40 | |||
Number of Options Outstanding at December 31, 2016 | 2,235,403 | |||
Options Outstanding, Weighted Average Remaining Contractual Life | 3 years 11 months 1 day | |||
Options Outstanding, Weighted Average Exercise Price | $ 7.08 | |||
Options Exercisable as of December 31, 2016 | 2,235,403 | |||
Options Exercisable, Weighted Average Exercise Price | $ 7.08 | |||
Equity Incentive Plan | Stock Options | Range of Exercise Prices : $ 8.41- 9.45 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Exercise Prices, Lower Limit | 8.41 | |||
Range of Exercise Prices, Upper Limit | $ 9.45 | |||
Number of Options Outstanding at December 31, 2016 | 77,000 | |||
Options Outstanding, Weighted Average Remaining Contractual Life | 4 months 13 days | |||
Options Outstanding, Weighted Average Exercise Price | $ 9.09 | |||
Options Exercisable as of December 31, 2016 | 77,000 | |||
Options Exercisable, Weighted Average Exercise Price | $ 9.09 |
EQUITY INCENTIVE PLANS - Shares
EQUITY INCENTIVE PLANS - Shares vested, expected to vest and exercisable (Details 2) - Stock Options $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vested and unvested expected to vest shares | shares | 8,546,655 |
Vested and unvested expected to vest, weighted-average exercise price | $ / shares | $ 3.71 |
Vested and unvested expected to vest, weighted-average remaining contractual term (in years) | 5 years 6 months 26 days |
Vested and unvested expected to vest, aggregate intrinsic value | $ | $ 99 |
Exercisable shares | shares | 5,629,392 |
Exercisable, weighted-average exercise price | $ / shares | $ 4.78 |
Exercisable, weighted-average remaining contractual term (in years) | 4 years 15 days |
Exercisable, aggregate intrinsic value | $ | $ 19 |
EQUITY INCENTIVE PLANS - Restri
EQUITY INCENTIVE PLANS - Restricted stock activity (Details 3) - Restricted Stock | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Number of Shares | |
Unvested as of December 31, 2015 | shares | 58,635 |
Granted | shares | |
Vested | shares | (29,306) |
Cancelled | shares | (53) |
Unvested as of December 31, 2016 | shares | 29,276 |
Weighted Average Grant Date Fair Value | |
Unvested as of December 31, 2015 | $ / shares | $ 2.51 |
Granted | $ / shares | |
Vested | $ / shares | 2.51 |
Cancelled | $ / shares | 2.51 |
Unvested as of December 31, 2016 | $ / shares | $ 2.51 |
EQUITY INCENTIVE PLANS (Detail
EQUITY INCENTIVE PLANS (Detail Textuals) - Stock Options - shares | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2016 | |
2014 Equity Incentives Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized | 3,750,000 | |
Options granted term | 10 years | |
Award vesting period | 4 years | |
Percentage of ownership | 10.00% | |
Percentage of market fair value of the common stock | 110.00% | |
Options weighted average remaining contractual term for major investors | 5 years | |
Number of shares available for grant | 1,025,950 | |
1994 Amended and Restated Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares available for grant | 2,562,481 |
EQUITY INCENTIVE PLANS (Detai51
EQUITY INCENTIVE PLANS (Detail Textuals 1) - Director Incentive Plan - Stock Options - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized | 1,200,000 | |
Options granted term | 10 years | |
Number of shares granted | 1,372,500 | |
Number of shares currently exercisable | 845,000 | |
Number of shares available for grant | 216,500 | |
Board of Directors Chairman | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized for initial election | 25,000 | |
Award vesting period for initial election | 3 years | |
Number of shares authorized for re-election | 25,000 | |
Award vesting period for re - election | 1 year | |
Director | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized for initial election | 30,000 | |
Award vesting period for initial election | 3 years | |
Number of shares authorized for re-election | 15,000 | |
Award vesting period for re - election | 1 year |
EQUITY INCENTIVE PLANS (Detai52
EQUITY INCENTIVE PLANS (Detail Textuals 2) - Equity Incentive Plan - Stock Options - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate intrinsic value of options outstanding | $ 103 | ||
Weighted average grant date fair value of options granted | $ 1.10 | $ 0.77 | $ 1.65 |
Exercised | 97,498 | ||
Intrinsic value of options exercised | $ 60 | ||
Compensation cost not yet recognized | $ 2,606 | ||
Compensation cost related to non-vested option awards recognition period | 2 years 2 months 12 days | ||
Number of the non-vested options forfeited during the period | 2,218 | ||
Weighted average grant date fair value of the options non vested which are forfeited during the period | $ 1.33 | ||
Weighted average exercise price of the options non vested which are forfeited during the period | $ 2.18 | ||
Number of the non-vested options shares expired during the period | 1,025,186 | ||
Weighted average grant date fair value of the options non vested which are expired during the period | $ 3.50 | ||
Weighted average exercise price of the options non vested which are expired during the period | $ 5.39 | ||
Weighted average remaining contractual life for options exercisable | 4 years |
EQUITY INCENTIVE PLANS (Detai53
EQUITY INCENTIVE PLANS (Detail Textuals 3) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 1,865 | $ 2,261 | $ 3,282 | |
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares granted | ||||
Weighted average grant date fair value for the options granted during the period | ||||
Equity Incentive Plan | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares granted | 242,697 | |||
Award vesting period | 4 years | |||
Weighted average grant date fair value for the options granted during the period | $ 2.51 | |||
Share-based compensation expense | $ 73 | 76 | 88 | |
Fair value of the stock vested during the period | $ 55 | $ 78 | $ 78 |
EQUITY INCENTIVE PLANS (Detai54
EQUITY INCENTIVE PLANS (Detail Textuals 4) - shares | 1 Months Ended | ||
Mar. 31, 2013 | Feb. 29, 2012 | Jul. 31, 2010 | |
Chief executive officer employment agreement | Chief executive officer (CEO) | Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted | 100,000 | ||
Chief executive officer employment agreement | Chief executive officer (CEO) | Stock Options | Vested upon grant | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of options vested | 25.00% | ||
Chief executive officer employment agreement | Chief executive officer (CEO) | Stock Options | Vest annually | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of options vested | 25.00% | ||
Award vesting period | 3 years | ||
Chief executive officer employment agreement | Chief executive officer (CEO) | Performance-based stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of stocks vested during the period | 390,000 | ||
Chief medical officer employment agreement | Chief medical officer (CMO) | Performance-based stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of stocks vested during the period | 120,000 | 50,000 | |
Chief operating officer employment agreement | Chief operating officer (COO) | Performance-based stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of stocks vested during the period | 125,000 |
EQUITY INCENTIVE PLANS (Detai55
EQUITY INCENTIVE PLANS (Detail Textuals 5) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 1,865 | $ 2,261 | $ 3,282 | |
Employee Stock Purchase Plan ("Purchase Plan") | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares purchased | 2,197,743 | |||
Number of shares available for grant | 202,257 | |||
Share-based compensation expense | $ 60 | $ 60 | $ 58 | |
Stock Options | Employee Stock Purchase Plan ("Purchase Plan") | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of market fair value of the common stock | 85.00% | |||
Options exercises period | 27 months | |||
Number of shares authorized | 2,400,000 |
INCOME TAXES - Reconciliation b
INCOME TAXES - Reconciliation between the U.S. federal statutory rate and the effective tax rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Income tax (benefit) expense at statutory rate | $ (7,724) | $ (4,683) | $ (7,953) |
State tax (benefit) expense, net of Federal tax (benefit) expense | (1,146) | (677) | (1,154) |
Permanent items | 263 | 239 | 383 |
Effect of change in valuation allowance and State NOL expiration | 8,837 | 4,945 | 9,402 |
Tax credits | (228) | (74) | (678) |
Other | (2) | 250 | |
Tax expense (benefit) |
INCOME TAXES - Income tax effec
INCOME TAXES - Income tax effect of temporary differences comprising the deferred tax assets and deferred tax liabilities (Details 1) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 135,642 | $ 125,599 |
Tax credit carryforwards | 25,264 | 25,036 |
Equity based compensation | 9,610 | 9,176 |
Book depreciation in excess of tax | 56 | 35 |
Reserves and accruals | 181 | 276 |
Deferred revenue | 1,796 | |
Other | 28 | 26 |
Deferred tax assets, gross | 170,781 | 161,944 |
Valuation allowance | (170,781) | (161,944) |
Deferred tax liabilities | ||
Net deferred tax assets |
INCOME TAXES (Detail Textuals)
INCOME TAXES (Detail Textuals) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Loss Carryforwards [Line Items] | |||
Amount of valuation allowance increased | $ 8,837 | $ 4,945 | $ 9,402 |
Increase in ownership percentage of certain stockholders or public groups | more than 50 percentage points | ||
Ownership change, increase in ownership percentage, term | 3 years | ||
Federal income tax | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | $ 382,781 | ||
Net operating loss generated from excess tax deduction from share based awards | 15,080 | ||
State income tax | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 202,137 | ||
Net operating loss generated from excess tax deduction from share based awards | 929 | ||
Research and development credit carryforwards | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | $ 27,779 |
RESTRUCTURING AND OTHER COSTS (
RESTRUCTURING AND OTHER COSTS (Detail Textuals) $ in Thousands | Aug. 04, 2014USD ($)Employees | Dec. 31, 2014USD ($) |
Restructuring Cost and Reserve [Line Items] | ||
Number of employee before restructuring | Employees | 62 | |
Number of employee remained after implementation of restructuring | Employees | 40 | |
Amount paid for restructuring | $ 319 | |
Remaining amount expected to be paid | 417 | |
Impairment of property and equipment | 280 | |
Severance payments | ||
Restructuring Cost and Reserve [Line Items] | ||
Expected restructuring cost | $ 662 | |
Benefits continuation costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Expected restructuring cost | $ 74 | |
Modification of employee stock options | ||
Restructuring Cost and Reserve [Line Items] | ||
Expected restructuring cost | $ 83 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Minimum lease commitments for all leased facilities, net of sublease income (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 545 |
2,018 | 504 |
2,019 | 501 |
2,020 | 254 |
Thereafter | |
Total minimum lease payments | $ 1,804 |
COMMITMENTS AND CONTINGENCIES61
COMMITMENTS AND CONTINGENCIES (Detail Textuals) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments And Contingencies Disclosure [Line Items] | ||||
Rent expense under non-cancelable operating leases | $ 540 | $ 1,569 | $ 2,866 | |
Lease Agreement | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Lease term | 5 years 3 months | |||
Lease average annual rental rate amount | $ 455 |
CONCENTRATION OF CREDIT RISK (D
CONCENTRATION OF CREDIT RISK (Detail Textuals) - Customer Concentration Risk - Revenue | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Customer One | |||
Concentration Risk [Line Items] | |||
Percentage of total sales accounted | 40.00% | 49.00% | 49.00% |
Customer Two | |||
Concentration Risk [Line Items] | |||
Percentage of total sales accounted | 60.00% | 51.00% | 51.00% |
SELECTED QUARTERLY FINANCIAL 63
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) - Quarterly financial data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net revenues | $ 1,187 | $ 1,223 | $ 1,072 | $ 1,227 | $ 2,797 | $ 2,653 | $ 3,004 | $ 2,785 | $ 4,709 | $ 11,239 | $ 11,254 |
Net loss | $ (6,820) | $ (5,817) | $ (5,100) | $ (4,981) | $ (2,852) | $ (2,354) | $ (4,017) | $ (4,551) | $ (22,718) | $ (13,774) | $ (23,391) |
Basic and diluted net loss per share: | |||||||||||
Net loss per share (in dollars per share) | $ (0.10) | $ (0.08) | $ (0.07) | $ (0.08) | $ (0.05) | $ (0.04) | $ (0.06) | $ (0.07) | $ (0.33) | $ (0.22) | $ (0.37) |
SUBSEQUENT EVENT (Detail Textua
SUBSEQUENT EVENT (Detail Textuals) - USD ($) | Jan. 06, 2017 | Dec. 31, 2014 |
Subsequent Event [Line Items] | ||
Exercise price | $ 1.27 | |
Subsequent event | Loan Agreement | Oxford Finance Llc | ||
Subsequent Event [Line Items] | ||
Interest rate description | The loan will bear interest at the rate equal to (a) the greater of (i) the 30 day U.S. LIBOR rate reported in the Wall Street Journal on the date occurring on the last business day of the month that immediately precedes the month in which the interest will accrue or (ii) 0.65% (b) plus 6.85%. | |
Loan principal amount | $ 15,000,000 | |
Period of interest rate payments | 18 months | |
Frequency of payment | Monthly | |
Amortization period | 36 months | |
Interest rate | 0.65% | |
Basis spread | 6.85% | |
Description of variable rate | U.S. LIBOR | |
Percentage of principal amount paid in final payment | 6.00% | |
Percentage of prepayment fee if payment made in 1 to 12 months | 3.00% | |
Percentage of prepayment fee if payment made in 13 to 24 months | 2.00% | |
Percentage of prepayment fee if payment made after 24 months | 1.00% | |
Upfront fee | $ 75,000 | |
Number of shares purchased | 354,330 | |
Exercise price | $ 1.27 | |
Options exercises period | 10 years |