Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Jul. 20, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | ARQULE INC | |
Entity Central Index Key | 1,019,695 | |
Trading Symbol | arql | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 71,171,551 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 |
CONDENSED BALANCE SHEETS (Unaud
CONDENSED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 16,899 | $ 15,267 |
Marketable securities-short term | 14,108 | 15,859 |
Prepaid expenses and other current assets | 421 | 822 |
Total current assets | 31,428 | 31,948 |
Property and equipment, net | 142 | 180 |
Other assets | 204 | 252 |
Total assets | 31,774 | 32,380 |
Current liabilities: | ||
Accounts payable and accrued expenses | 7,261 | 8,700 |
Total current liabilities | 7,261 | 8,700 |
Long-term liabilities: | ||
Notes payable | 14,427 | |
Total liabilities | 21,688 | 8,700 |
Commitment and contingencies | ||
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; 71,171,551 and 71,146,209 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively | 711 | 711 |
Additional paid-in capital | 528,994 | 527,802 |
Accumulated other comprehensive income (loss) | (7) | 2 |
Accumulated deficit | (519,612) | (504,835) |
Total stockholders' equity | 10,086 | 23,680 |
Total liabilities and stockholders' equity | $ 31,774 | $ 32,380 |
CONDENSED BALANCE SHEETS (Unau3
CONDENSED BALANCE SHEETS (Unaudited) (Parentheticals) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
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 | 71,171,551 | 71,146,209 |
Common stock, shares outstanding | 71,171,551 | 71,146,209 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
Research and development revenue | $ 1,072 | $ 2,299 | ||
Costs and expenses: | ||||
Research and development | $ 4,983 | 4,337 | $ 10,177 | 8,535 |
General and administrative | 1,866 | 1,887 | 3,940 | 3,931 |
Total costs and expenses | 6,849 | 6,224 | 14,117 | 12,466 |
Loss from operations | (6,849) | (5,152) | (14,117) | (10,167) |
Interest income | 37 | 52 | 59 | 86 |
Interest expense | (389) | (719) | ||
Net loss | (7,201) | (5,100) | (14,777) | (10,081) |
Unrealized gain (loss) on marketable securities | (5) | (9) | 29 | |
Comprehensive loss | $ (7,206) | $ (5,100) | $ (14,786) | $ (10,052) |
Basic and diluted net loss per share: | ||||
Net loss per share (in dollars per share) | $ (0.10) | $ (0.07) | $ (0.21) | $ (0.15) |
Weighted average basic and diluted common shares outstanding (in shares) | 71,149 | 71,062 | 71,143 | 68,275 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (14,777) | $ (10,081) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 38 | 53 |
Amortization of premium (discount) on marketable securities | (9) | 40 |
Amortization of debt discount | 150 | |
Non-cash stock compensation | 828 | 1,015 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | 449 | 294 |
Accounts payable and accrued expenses | (1,439) | 1 |
Deferred revenue | (2,290) | |
Net cash used in operating activities | (14,760) | (10,968) |
Cash flows from investing activities: | ||
Purchases of marketable securities | (14,076) | (21,648) |
Proceeds from sale or maturity of marketable securities | 15,827 | 20,765 |
Additions to property and equipment | (15) | |
Net cash provided by (used in) investing activities | 1,751 | (898) |
Cash flows from financing activities: | ||
Proceeds from notes payable and warrants, net | 14,624 | |
Proceeds from stock offering, net | 15,174 | |
Proceeds from employee stock option exercises and employee stock purchase plan purchases | 17 | 163 |
Net cash provided by financing activities | 14,641 | 15,337 |
Net increase in cash and cash equivalents | 1,632 | 3,471 |
Cash and cash equivalents, beginning of period | 15,267 | 13,983 |
Cash and cash equivalents, end of period | $ 16,899 | $ 17,454 |
NATURE OF OPERATIONS AND BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2017 | |
Organization and Nature Of Operations [Abstract] | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION 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. ArQule has a long history of kinase drug discovery and development, having discovered and introduced nine kinase inhibitors into clinical trials. Our drug discovery efforts have been informed by our historical expertise in chemistry, our work in rational drug design and by our insight into kinase binding and regulation. We have applied this knowledge to produce significant chemical matter for a number of kinase targets and to build an extensive library of proprietary compounds with the potential to target multiple kinases in oncology and other therapeutic areas, such as rare diseases. We expect to bring further preclinical programs forward and to interrogate our library against new targets beyond kinases either directly or with collaborators. 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 Phase1/2 in rare Overgrowth Disease and 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, in a Phase 1 for B-cell malignancies refractory to other therapeutic options; 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 was tivantinib (ARQ 197), an orally administered, small molecule inhibitor of the c-Met receptor tyrosine kinase (“MET”) and its biological pathway. We licensed commercial rights to tivantinib for human cancer indications to Daiichi Sankyo Co., Ltd. (“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 Co., Ltd. (“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. Our JET-HCC trial was a second 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 Kyowa Hakko Kirin. The primary endpoint was PFS. On March 27, 2017, we reported that our partner, Kyowa Hakko Kirin, announced top-line results of the JET-HCC Phase 3 trial of tivantinib in Japan and that the trial did not meet its primary endpoint of improving PFS. 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. In the six months ended June 30, 2017 and 2016, our net use of cash was primarily driven by payments for operating expenses which resulted in net cash outflows of $14.8 million and $11.0 million, respectively. 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 8). 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 June 30, 2017, which includes the funds received on January 6, 2017 from our Loan Agreement 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. We have prepared the accompanying condensed financial statements pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to these rules and regulations. These condensed financial statements should be read in conjunction with our audited financial statements and footnotes related thereto for the year ended December 31, 2016 included in our annual report on Form 10-K filed with the SEC on March 9, 2017. In our opinion, the accompanying unaudited condensed financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of its financial position as of June 30, 2017, and its results of operations and cash flows for the three months ended June 30, 2017 and June 30, 2016. The results of operations for such interim periods are not necessarily indicative of the results to be achieved for the full year. The condensed balance sheet at December 31, 2016, was derived from audited annual financial statements, but does not contain all of the footnote disclosures from the annual financial statements |
COLLABORATIONS AND ALLIANCES
COLLABORATIONS AND ALLIANCES | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | |
COLLABORATIONS AND ALLIANCES | 2. 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 June 30, 2017 totaled $108.8 million. Our cumulative share of Phase 3 collaboration costs has exceeded the amount of milestones received through June 30, 2017 by $68.8 million which are not required to be repaid upon expiration of the agreement. Revenue for this agreement was recognized using the contingency-adjusted performance model with an estimated development period through December 31, 2016. 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 three months and six months ended June 30, 2017, zero was recognized as revenue. For the three months and six months ended June 30, 2016, $0.6 million and $1.4 million, respectively, were recognized as revenue. Kyowa Hakko Kirin Licensing Agreement As previously reported, 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. Revenue for this agreement was recognized using the contingency-adjusted performance model with an estimated development period through December 31, 2016. On March 27, 2017, we reported that our partner, Kyowa Hakko Kirin, announced top-line results of the JET-HCC Phase 3 trial of tivantinib in Japan, and that the trial did not meet its primary endpoint of improving PFS. As a result, we do not anticipate receiving further royalties or milestones in connection with the agreement. For the three months and six months ended June 30, 2017, zero were recognized as net revenue. For the three months and six months ended June 30, 2016, $0.5 million and $0.9 million, respectively, were recognized as revenue. |
MARKETABLE SECURITIES AND FAIR
MARKETABLE SECURITIES AND FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2017 | |
Marketable Securities and Fair Value Measurements [Abstract] | |
MARKETABLE SECURITIES AND FAIR VALUE MEASUREMENTS | 3. 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. 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. The following is a summary of the fair value of available-for-sale marketable securities we held at June 30, 2017 and December 31, 2016: June 30, 2017 Amortized Gross Gross Fair Security type Corporate debt securities-short term $ 14,115 $ - $ (7 ) $ 14,108 Total available-for-sale marketable securities $ 14,115 $ - $ (7 ) $ 14,108 December 31, 2016 Amortized Gross Gross Fair 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 Our available-for-sale marketable securities in a loss position at June 30, 2017, and December 31, 2016 were in a continuous unrealized loss position for less than 12 months. 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: June 30, 2017 Quoted Significant Significant Cash equivalents $ 14,176 $ 14,176 $ — $ — Corporate debt securities-short term 14,108 — 14,108 — Total $ 28,284 $ 14,176 $ 14,108 $ — December 31, Quoted Significant Significant Cash equivalents $ 12,923 $ 12,923 $ — $ — Corporate debt securities-short term 15,859 — 15,859 — Total $ 28,782 $ 12,923 $ 15,859 $ — |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 6 Months Ended |
Jun. 30, 2017 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 4. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses include the following at June 30, 2017 and December 31, 2016: June 30, December 31, Accounts payable $ 988 $ 710 Accrued payroll 1,109 1,856 Accrued outsourced pre-clinical and clinical fees 4,455 5,461 Accrued professional fees 413 363 Other accrued expenses 296 310 $ 7,261 $ 8,700 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | 5. NET LOSS PER SHARE Net loss per share is computed using the weighted average number of common shares outstanding. Basic and diluted net loss per share amounts are equivalent for the periods presented as the inclusion of potential common shares in the number of shares used for the diluted computation would be anti-dilutive to loss per share. Potential common shares, for the three and six months ended June 30, 2017, include 10,773,443 shares that would be issued upon the exercise of outstanding employee and Board of Director stock options and 354,330 shares that would be issued upon the exercise of the warrants issued in conjunction with our January 6, 2017 loan agreement. Potential common shares, for the three and six months ended June 30, 2016, include 9,189,198 shares that would be issued upon the exercise of outstanding employee and Board of Director stock options. |
STOCK-BASED COMPENSATION AND ST
STOCK-BASED COMPENSATION AND STOCK PLANS | 6 Months Ended |
Jun. 30, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
STOCK-BASED COMPENSATION AND STOCK PLANS | 6. STOCK-BASED COMPENSATION AND STOCK PLANS 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 in the three months ended June 30, 2017 and 2016. The following table presents stock-based compensation expense included in our Condensed Statements of Operations and Comprehensive Loss: Three Months Ended Six Months Ended 2017 2016 2017 2016 Research and development $ 74 $ 109 $ 204 $ 299 General and administrative 212 312 625 716 Total stock-based compensation expense $ 286 $ 421 $ 829 $ 1,015 In the three and six months ended June 30, 2017 and 2016, no stock-based compensation expense was capitalized and there were no recognized tax benefits associated with the stock-based compensation expense. Option activity under our stock plans for the six months ended June 30, 2017 was as follows: Stock Options Number of Weighted Outstanding as of December 31, 2016 8,715,048 $ 3.71 Granted 2,537,500 1.19 Exercised — — Cancelled (479,105 ) 4.96 Outstanding as of June 30, 2017 10,773,443 $ 3.06 Exercisable as of June 30, 2017 6,484,316 $ 4.16 In April 2017, the Company amended its chief executive officer’s (the “CEO’s”) employment agreement to grant the CEO a maximum of 600,000 performance-based stock options that vest upon the achievement of certain performance and market based targets. In April 2017, the Company amended its chief operating officer’s (the “COO’s”) employment agreement to grant the COO 300,000 performance-based stock units that vest upon the achievement of certain performance and market based targets. In April 2017, the Company amended its chief medical officer’s (the “CMO’s”) employment agreement to grant the CMO 260,000 performance-based stock options that vest upon the achievement of certain performance based targets. In April 2017, certain other employees were granted a total of 270,000 performance-based stock options that vest upon the achievement of certain performance based targets. Through June 30, 2017 no expense has been recorded for any performance-based stock options granted to the CEO, COO, CMO, or to any other employees. The aggregate intrinsic value of options outstanding at June 30, 2017 was $496 and $37 related to exercisable options. The weighted average fair value of options granted in the six months ended June 30, 2017 and 2016 was $0.72 and $1.10 per share, respectively. No options were exercised in the six months ended June 30, 2017. Shares vested, expected to vest and exercisable at June 30, 2017 are as follows: Shares Weighted- Weighted- Aggregate Vested and unvested expected to vest at June 30, 2017 10,566,460 $ 3.06 6.2 $ 479 Exercisable at June 30, 2017 6,484,316 $ 4.16 4.3 $ 37 The total compensation cost not yet recognized as of June 30, 2017 related to non-vested option awards was $2.7 million, which will be recognized over a weighted-average period of 3.3 years. During the three months ended June 30, 2017, 325,149 shares expired and 153,956 shares were forfeited. The weighted average remaining contractual life for options exercisable at June 30, 2017 was 4.3 years. |
STOCK OFFERING
STOCK OFFERING | 6 Months Ended |
Jun. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
STOCK OFFERING | 7. STOCK OFFERING On February 26, 2016, we 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 was exercisable for $2.50 per share and they all expired on March 22, 2017. |
LOAN AGREEMENT
LOAN AGREEMENT | 6 Months Ended |
Jun. 30, 2017 | |
Long-term Debt, Unclassified [Abstract] | |
LOAN AGREEMENT | 8. LOAN AGREEMENT On January 6, 2017, 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 with us (the “Loan Agreement”). Pursuant to the terms of the Loan Agreement, the Lender issued us a loan in the principal amount of $15.0 million. 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 applicable interest rate on the loan at June 30, 2017 was 8.08%. We 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. The expected remaining repayment of the $15 million loan principal is as follows: 2018 $ 1,667 2019 5,000 2020 5,000 2021 3,333 $ 15,000 Upon the earlier of prepayment or the maturity date, we will pay to the Lender a final payment of 6% of the full principal amount of the loan. We 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. We paid the Lender an upfront facility fee of $75,000. Pursuant to the terms of the Loan Agreement, we are 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, we are 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 our assets. We are in compliance with the loan covenants at June 30, 2017. 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 us 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 our business, operations or financial condition ; the rendering of certain types of fines or judgments against us; any breach by us 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 us in connection with the Loan Agreement to be correct in all material respects when made. We have granted Lender, a security interest in substantially all of our personal property, rights and assets, other than intellectual property, to secure the payment of all amounts owed to the Lender under the Loan Agreement. We have also agreed not to encumber any of our intellectual property without required lenders’ prior written consent. In connection with entering into the Loan Agreement, we issued to the Lender warrants to purchase an aggregate of 354,330 shares of our 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. We have recorded the relative fair value of the warrants as a discount to the carrying value of the notes payable with a corresponding increase to additional paid in capital. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 6 Months Ended |
Jun. 30, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | 9. 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 us 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 position or results of operations upon adoption. In May 2017 the FASB issued ASU No. 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting. This new standard provides clarity and reduces both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation-Stock Compensation, to a change to the terms or conditions of a share-based payment award. This new standard will be effective for us on January 1, 2018, however early adoption is permitted. As of June 30, 2017, the adoption of this standard is not expected to have a material impact on our financial position or results of operations. 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. We adopted this ASU in 2017 and it will not have a material impact on our financial position, results of operations or statement of cash flows. 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 position and results of operations. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customer Topic 606s, Principal versus Agent Considerations Revenue from Contracts with Customers Topic 606, Identifying Performance Obligations and Licensing Revenue from Contracts with Customers Topic 606, Narrow-Scope Improvements and Practical Expedients Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers , “Revenue from Contracts with Customers” (Topic 606). ASU 2014-09 superseded 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 evaluated this ASU and determined that it will not have a material impact on our financial position or results of operations. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 10. INCOME TAXES 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 were generated from excess tax deductions from share-based awards. The Company adopted ASU No. 2016-09 in the first quarter of 2017. The recognition of the excess tax benefits from share-based payments mentioned above increased deferred tax assets and retained earnings accordingly. As the company doesn’t expect taxable income in the foreseeable future, we reserved the full amount at the time of the recognition and there was no impact on the net positions of deferred tax assets and retained earnings. The amount of excess tax benefits or deficiencies will fluctuate from period to period based on the price of our stock, the volume of share-based instruments settled or vested, and the value assigned to employee equity awards under U.S. GAAP and these fluctuations did not affect our net deferred tax position in the first six months of 2017. At June 30, 2017 and December 31, 2016, 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 June 30, 2017 and December 31, 2016, 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. |
MARKETABLE SECURITIES AND FAI16
MARKETABLE SECURITIES AND FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Marketable Securities and Fair Value Measurements [Abstract] | |
Schedule of fair value of available-for-sale marketable securities | June 30, 2017 Amortized Gross Gross Fair Security type Corporate debt securities-short term $ 14,115 $ - $ (7 ) $ 14,108 Total available-for-sale marketable securities $ 14,115 $ - $ (7 ) $ 14,108 December 31, 2016 Amortized Gross Gross Fair 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 |
Schedule of assets measured at fair value on a recurring basis | June 30, 2017 Quoted Significant Significant Cash equivalents $ 14,176 $ 14,176 $ — $ — Corporate debt securities-short term 14,108 — 14,108 — Total $ 28,284 $ 14,176 $ 14,108 $ — December 31, Quoted Significant Significant Cash equivalents $ 12,923 $ 12,923 $ — $ — Corporate debt securities-short term 15,859 — 15,859 — Total $ 28,782 $ 12,923 $ 15,859 $ — |
ACCOUNTS PAYABLE AND ACCRUED 17
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued expense | June 30, December 31, Accounts payable $ 988 $ 710 Accrued payroll 1,109 1,856 Accrued outsourced pre-clinical and clinical fees 4,455 5,461 Accrued professional fees 413 363 Other accrued expenses 296 310 $ 7,261 $ 8,700 |
STOCK-BASED COMPENSATION AND 18
STOCK-BASED COMPENSATION AND STOCK PLANS (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of stock-based compensation expense | Three Months Ended Six Months Ended 2017 2016 2017 2016 Research and development $ 74 $ 109 $ 204 $ 299 General and administrative 212 312 625 716 Total stock-based compensation expense $ 286 $ 421 $ 829 $ 1,015 |
Schedule of activity of options under stock plans | Stock Options Number of Weighted Outstanding as of December 31, 2016 8,715,048 $ 3.71 Granted 2,537,500 1.19 Exercised — — Cancelled (479,105 ) 4.96 Outstanding as of June 30, 2017 10,773,443 $ 3.06 Exercisable as of June 30, 2017 6,484,316 $ 4.16 |
Schedule of shares vested, expected to vest and exercisable | Shares Weighted- Weighted- Aggregate Vested and unvested expected to vest at June 30, 2017 10,566,460 $ 3.06 6.2 $ 479 Exercisable at June 30, 2017 6,484,316 $ 4.16 4.3 $ 37 |
LOAN AGREEMENT (Tables)
LOAN AGREEMENT (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Long-term Debt, Unclassified [Abstract] | |
Schedule of expected remaining loan repayment | 2018 $ 1,667 2019 5,000 2020 5,000 2021 3,333 $ 15,000 |
NATURE OF OPERATIONS AND BASI20
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Detail Textuals) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jan. 06, 2017 | |
Organization and Nature Of Operations [Abstract] | |||
Net use of cash | $ (14,760) | $ (10,968) | |
Loan principal amount | $ 15,000 |
COLLABORATIONS AND ALLIANCES (D
COLLABORATIONS AND ALLIANCES (Detail Textuals) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Net revenues | $ 1,072 | $ 2,299 | ||
Daiichi Sankyo Tivantinib Agreement | Phase 3 collaboration costs | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Cumulative share of phase 3 collaboration costs | $ 108,800 | |||
Cumulative share of phase 3 collaboration costs in excess of milestones amounts received | 68,800 | |||
Net revenues | $ 0 | 600 | 0 | 1,400 |
Kyowa Hakko Kirin Licensing Agreement | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Net revenues | $ 0 | $ 500 | $ 0 | $ 900 |
MARKETABLE SECURITIES AND FAI22
MARKETABLE SECURITIES AND FAIR VALUE MEASUREMENTS - Summary of fair value of available-for-sale securities (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 14,115 | $ 15,857 |
Gross Unrealized Gains | 7 | |
Gross Unrealized Losses | (7) | (5) |
Fair Value | 14,108 | 15,859 |
Corporate debt securities | Short term | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 14,115 | 15,857 |
Gross Unrealized Gains | 7 | |
Gross Unrealized Losses | (7) | (5) |
Fair Value | $ 14,108 | $ 15,859 |
MARKETABLE SECURITIES AND FAI23
MARKETABLE SECURITIES AND FAIR VALUE MEASUREMENTS - Assets measured at fair value on a recurring basis (Details 1) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Corporate debt securities-short term | $ 14,108 | $ 15,859 |
Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 14,176 | 12,923 |
Total | 28,284 | 28,782 |
Fair Value, Measurements, Recurring | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Corporate debt securities-short term | 14,108 | 15,859 |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 14,176 | 12,923 |
Total | 14,176 | 12,923 |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets (Level 1) | Corporate debt securities | Short term | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Corporate debt securities-short term | ||
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | ||
Total | 14,108 | 15,859 |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Corporate debt securities | Short term | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Corporate debt securities-short term | 14,108 | 15,859 |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | ||
Total | ||
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Corporate debt securities | Short term | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Corporate debt securities-short term |
ACCOUNTS PAYABLE AND ACCRUED 24
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - Summary of accounts payable and accrued expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 988 | $ 710 |
Accrued payroll | 1,109 | 1,856 |
Accrued outsourced pre-clinical and clinical fees | 4,455 | 5,461 |
Accrued professional fees | 413 | 363 |
Other accrued expenses | 296 | 310 |
Accounts payable and accrued expenses, Total | $ 7,261 | $ 8,700 |
NET LOSS PER SHARE (Detail Text
NET LOSS PER SHARE (Detail Textuals) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
Potential common shares issued upon exercise of outstanding stock options | 10,773,443 | 9,189,198 | 10,773,443 | 9,189,198 |
Share issued upon the exercise of outstanding employee stock warrant | 354,330 |
STOCK-BASED COMPENSATION AND 26
STOCK-BASED COMPENSATION AND STOCK PLANS - Stock-based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 286 | $ 421 | $ 829 | $ 1,015 |
Research and development | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 74 | 109 | 204 | 299 |
General and administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 212 | $ 312 | $ 625 | $ 716 |
STOCK-BASED COMPENSATION AND 27
STOCK-BASED COMPENSATION AND STOCK PLANS - Option activity (Details 1) - Stock Options | 6 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Number of Shares | |
Outstanding as of December 31, 2016 | shares | 8,715,048 |
Granted | shares | 2,537,500 |
Exercised | shares | |
Cancelled | shares | (479,105) |
Outstanding as of June 30, 2017 | shares | 10,773,443 |
Exercisable as of June 30, 2017 | shares | 6,484,316 |
Weighted Average Exercise Price | |
Outstanding as of December 31, 2016 | $ / shares | $ 3.71 |
Granted | $ / shares | 1.19 |
Exercised | $ / shares | |
Cancelled | $ / shares | 4.96 |
Outstanding as of June 30, 2017 | $ / shares | 3.06 |
Exercisable as of June 30, 2017 | $ / shares | $ 4.16 |
STOCK-BASED COMPENSATION AND 28
STOCK-BASED COMPENSATION AND STOCK PLANS - Shares vested, expected to vest and exercisable (Details 2) - Stock Options $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vested and unvested expected to vest shares | shares | 10,566,460 |
Vested and unvested expected to vest, weighted-average exercise price | $ / shares | $ 3.06 |
Vested and unvested expected to vest, weighted-average remaining contractual term (in years) | 6 years 2 months 12 days |
Vested and unvested expected to vest, aggregate intrinsic value | $ | $ 479 |
Exercisable shares | shares | 6,484,316 |
Exercisable, weighted-average exercise price | $ / shares | $ 4.16 |
Exercisable, weighted-average remaining contractual term (in years) | 4 years 3 months 18 days |
Exercisable, aggregate intrinsic value | $ | $ 37 |
STOCK-BASED COMPENSATION AND 29
STOCK-BASED COMPENSATION AND STOCK PLANS (Detail Textuals) | 1 Months Ended |
Apr. 30, 2017shares | |
Performance-based stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares granted | 270,000 |
Performance-based stock options | Chief Executive Officer Employment Agreement | Chief Executive Officer | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares vested during the period | 600,000 |
Performance-based stock options | Chief Medical Officer Employment Agreement | Chief Medical Officer | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares vested during the period | 260,000 |
Performance-based stock units | Chief Operating Officer Employment Agreement | Chief Operating Officer | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares vested during the period | 300,000 |
STOCK-BASED COMPENSATION AND 30
STOCK-BASED COMPENSATION AND STOCK PLANS (Detail Textuals 1) - Stock Options - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate intrinsic value of options outstanding | $ 496 | $ 496 | |
Intrinsic value of options exercisable | 37 | $ 37 | |
Weighted average grant date fair value of options granted (in dollars per share) | $ 0.72 | $ 1.10 | |
Compensation cost not yet recognized related to non-vested option awards | $ 2,700 | $ 2,700 | |
Weighted-average recognition period related to non-vested option awards | 3 years 3 months 18 days | ||
Number of shares expired during the period | 325,149 | ||
Number of shares forfeited during the period | 153,956 | ||
Weighted average remaining contractual life for options exercisable | 4 years 3 months 18 days |
STOCK OFFERING (Detail Textuals
STOCK OFFERING (Detail Textuals) - Definitive stock purchase agreements $ / shares in Units, $ in Millions | 1 Months Ended |
Feb. 26, 2016USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [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 (in dollars per share) | $ / shares | $ 2.50 |
LOAN AGREEMENT (Details)
LOAN AGREEMENT (Details) $ in Thousands | Jan. 06, 2017USD ($) |
Long-term Debt, Unclassified [Abstract] | |
2,018 | $ 1,667 |
2,019 | 5,000 |
2,020 | 5,000 |
2,021 | 3,333 |
Long-term Debt, Fair Value | $ 15,000 |
LOAN AGREEMENT (Detail Textuals
LOAN AGREEMENT (Detail Textuals) - USD ($) $ / shares in Units, $ in Thousands | Jan. 06, 2017 | Jun. 30, 2017 |
Long-term Debt, Unclassified [Abstract] | ||
Loan agreement face amount | $ 15,000 | |
Debt Instrument description | 30 day U.S. LIBOR | |
Percentage of interest rate basis | 0.65% | |
Percentage of interest rate during the period | 6.85% | |
Percentage of interest rate end of the period | 8.08% | |
Interest only-payment duration | 18 months | |
Debt amortization period | 36 months | |
Expected remaining repayment | $ 15,000 | |
Percentage of principal amount of loan for final payment | 6.00% | |
Prepayment amount description | We 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. | |
Lender upfront facility fee | $ 75,000 | |
Percentage debt instrument default interest rate | 5.00% | |
Number of warrants issued to purchase common stock | 354,330 | |
Exercise price of warrants or rights | $ 1.27 | |
Term of warrant | 10 years |
INCOME TAXES (Detail Textuals)
INCOME TAXES (Detail Textuals) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Operating Loss Carryforwards [Line Items] | ||
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 | $ 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 | 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 | $ 27,779 |