Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 02, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | SNSS | |
Entity Registrant Name | SUNESIS PHARMACEUTICALS INC | |
Entity Central Index Key | 1,061,027 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 36,136,974 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | ||
Current assets: | ||||
Cash and cash equivalents | $ 17,028 | $ 26,977 | [1] | |
Marketable securities | 3,397 | 4,773 | [1] | |
Prepaids and other current assets | 1,470 | 1,183 | [1] | |
Total current assets | 21,895 | 32,933 | [1] | |
Property and equipment, net | 16 | 20 | [1] | |
Other assets | 110 | 1,381 | [1] | |
Total assets | 22,021 | 34,334 | [1] | |
Current liabilities: | ||||
Accounts payable | 1,553 | 1,697 | [1] | |
Accrued clinical expense | 552 | 767 | [1] | |
Accrued compensation | 955 | 1,440 | [1] | |
Other accrued liabilities | 1,686 | 1,570 | [1] | |
Notes payable | 7,300 | 7,204 | [1] | |
Total current liabilities | 12,046 | 12,678 | [1] | |
Other liabilities | [1] | 112 | ||
Commitments | [1] | |||
Stockholders’ equity: | ||||
Convertible preferred stock | 20,966 | 20,966 | [1] | |
Common stock | 4 | 3 | [1] | |
Additional paid-in capital | 635,973 | 633,436 | [1] | |
Accumulated other comprehensive loss | (1) | (7) | [1] | |
Accumulated deficit | (646,967) | (632,854) | [1] | |
Total stockholders’ equity | 9,975 | 21,544 | [1] | |
Total liabilities and stockholders’ equity | $ 22,021 | $ 34,334 | [1] | |
[1] | The condensed consolidated balance sheet as of December 31, 2017, has been derived from the audited financial statements as of that date included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenue: | ||||
License and other revenue | $ 237 | $ 669 | ||
Total revenues | 237 | 669 | ||
Operating expenses: | ||||
Research and development | $ 3,758 | $ 4,941 | 7,727 | 11,103 |
General and administrative | 2,824 | 3,671 | 6,183 | 7,613 |
Total operating expenses | 6,582 | 8,612 | 13,910 | 18,716 |
Loss from operations | (6,582) | (8,612) | (13,673) | (18,047) |
Interest expense | (287) | (344) | (568) | (828) |
Other income, net | 29 | 114 | 128 | 199 |
Net loss | (6,840) | (8,842) | (14,113) | (18,676) |
Unrealized gain on available-for-sale securities | 4 | 9 | 6 | 13 |
Comprehensive loss | (6,836) | (8,833) | (14,107) | (18,663) |
Basic and diluted loss per common share: | ||||
Net loss | $ (6,840) | $ (8,842) | $ (14,113) | $ (18,676) |
Shares used in computing net loss per common share | 34,417 | 21,521 | 34,381 | 21,276 |
Net loss per common share | $ (0.20) | $ (0.41) | $ (0.41) | $ (0.88) |
CONDENSED CONSOLIDATED STATEME4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | ||
Cash flows from operating activities | |||
Net loss | $ (14,113) | $ (18,676) | |
Adjustments to reconcile loss to net cash used in operating activities: | |||
Stock-based compensation expense | 1,548 | 1,923 | |
Depreciation and amortization | 4 | 4 | |
Amortization of debt discount and debt issuance costs | 96 | 156 | |
Changes in operating assets and liabilities: | |||
Prepaids and other assets | 984 | (1,568) | |
Accounts payable | (144) | 406 | |
Accrued clinical expense | (215) | (625) | |
Accrued compensation | (485) | (828) | |
Other accrued liabilities | (121) | (648) | |
Deferred revenue | (610) | ||
Net cash used in operating activities | (12,446) | (20,466) | |
Cash flows from investing activities | |||
Purchases of property and equipment | (26) | ||
Proceeds from maturities of marketable securities | 1,382 | 23,534 | |
Net cash provided by investing activities | 1,382 | 23,508 | |
Cash flows from financing activities | |||
Principal payments on notes payable and final payment | (7,615) | ||
Proceeds from issuance of common stock through controlled equity offering facilities, net | 851 | 8,056 | |
Proceeds from exercise of warrants, stock options and stock purchase rights | 264 | 133 | |
Net cash provided by financing activities | 1,115 | 574 | |
Net increase (decrease) in cash and cash equivalents | (9,949) | 3,616 | |
Cash and cash equivalents at beginning of period | 26,977 | [1] | 8,056 |
Cash and cash equivalents at end of period | 17,028 | $ 11,672 | |
Supplemental disclosure of non-cash activities | |||
Commitment Shares issued as cost of equity financing | (448) | ||
Legal expenses accrued as cost of equity financing | $ (125) | ||
[1] | The condensed consolidated balance sheet as of December 31, 2017, has been derived from the audited financial statements as of that date included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. |
Company Overview
Company Overview | 6 Months Ended |
Jun. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Company Overview | 1. Company Overview Description of Business Sunesis Pharmaceuticals, Inc. (“Sunesis” or the “Company”) is a biopharmaceutical company focused on the development and commercialization of new therapeutics for the treatment of cancer. The Company’s primary activities since incorporation have been conducting research and development internally and through corporate collaborators, in-licensing and out-licensing pharmaceutical compounds and technology, conducting clinical trials, and raising capital. The Company’s lead program is vecabrutinib, formerly known as SNS-062, a non-covalent inhibitor of Bruton’s Tyrosine Kinase (“BTK”). Vecabrutinib is being studied in a Phase 1b/2 clinical trial in B-cell malignancies. In January 2017, the Company announced that its Investigational New Drug (“IND”) application with the U.S. Food and Drug Administration (“FDA”) for vecabrutinib had become effective. In July 2017, the Company announced the dosing of the first patient in a Phase 1b/2 study to assess the safety and activity of vecabrutinib in patients with advanced B-cell malignancies after two or more prior therapies, including ibrutinib or another covalent BTK inhibitor where approved for the disease, and including patients with BTK C481 mutations. The Company is also developing SNS-510, a PDK1 inhibitor licensed from Millennium Pharmaceuticals, Inc., a wholly-owned subsidiary of Takeda Pharmaceutical Company Limited (“Takeda”). Sunesis acquired from Takeda global commercial rights to several potential first-in class, preclinical inhibitors of the novel target PDK1, including SNS-510. Sunesis is currently characterizing SNS-510 in preclinical pharmacology and toxicology studies with the goal of filing an IND in 2019. The Company is in a collaboration with Takeda for the development of TAK-580 (formerly MLN2480), an oral pan-RAF inhibitor, which is under investigation for pediatric low-grade glioma. Liquidity and Going Concern The Company has incurred significant losses and negative cash flows from operations since its inception, and as of June 30, 2018, had cash, cash equivalents and marketable securities totaling $20.4 million and an accumulated deficit of $647.0 million. The Company expects to continue to incur significant losses for the foreseeable future as it continues development of its kinase inhibitor pipeline, including its BTK inhibitor vecabrutinib. Following the decision to withdraw the European Marketing Authorization Application (“MAA”) for vosaroxin, the Company has prioritized development funding on its kinase inhibitor portfolio with a focus on vecabrutinib. The Company has a limited number of products that are still in the early stages of development and will require significant additional investment. The Company’s cash, cash equivalents and marketable securities are not sufficient to support its operations for a period of twelve months from the date these condensed consolidated financial statements are available to be issued. These factors raise substantial doubt about its ability to continue as a going concern. The Company will require additional financing to fund working capital, repay debt and pay its obligations as they come due. Additional financing might include one or more offerings and one or more of a combination of equity securities, debt arrangements or partnership or licensing collaborations. However, there can be no assurance that the Company will be successful in acquiring additional funding at levels sufficient to fund its operations or on terms favorable to the Company. If the Company is unsuccessful in its efforts to raise additional financing in the near term, the Company will be required to significantly reduce or cease operations. The principal payments due under the Loan Agreement (as defined in Note 7) have been classified as a current liability as of June 30, 2018 and December 31, 2017 due to the considerations discussed above and the assessment that the material adverse change clause under the Loan Agreement is not within the Company's control. The Company has not been notified of an event of default by the Lenders (as defined in Note 7) as of the date of the filing of this Form 10-Q. The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern . Concentrations of Credit Risk In accordance with its investment policy, the Company invests cash that is not currently being used for operational purposes. The policy allows for the purchase of low risk debt securities issued by: (a) the United States and certain European governments and government agencies, and (b) highly rated banks and corporations, denominated in U.S. dollars, Euros or British pounds, subject to certain concentration limits. The policy limits maturities of securities purchased to no longer than 24 months and the weighted average maturity of the portfolio to 12 months. Management believes these guidelines ensure both the safety and liquidity of any investment portfolio the Company may hold. Financial instruments that potentially subject the Company to concentrations of credit risk generally consist of cash, cash equivalents and marketable securities. The Company is exposed to credit risk in the event of default by the institutions holding its cash, cash equivalents and any marketable securities to the extent of the amounts recorded in the balance sheets. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The condensed consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) that management believes are necessary for a fair presentation of the periods presented. The balance sheet as of December 31, 2017 was derived from the audited consolidated financial statements as of that date. These interim financial results are not necessarily indicative of results to be expected for the full year or any other period. These unaudited condensed consolidated financial statements and the notes accompanying them should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. Recent Accounting Pronouncements In January 2016, the Financial Accounting Standards Board (“ ASU”) No. Recognition and Measurement of Financial Assets and Financial Liabilities Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU No. Leases In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments In February 2018, the FASB issued ASU No. 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In March 2018, the FASB issued ASU No. 2018-05, Income Taxes (topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (“SAB”) No. 118 (SEC Update) In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. Revenue Recognition On January 1, 2018, the Company adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historic accounting under Topic 605. Adoption of the new standard did not result in any change to the Company’s opening retained earnings as of January 1, 2018 as no cumulative impact to the adoption of ASC 606 was noted as result of the Company’s assessment of the comparative revenue recognized since inception of the contracts under the new revenue standard ASC 606 and historic standard ASC 605. The Company is applying the practical exemption allowed under ASC 606 and does not disclose the value of variable consideration that is a sale-based royalty promised in exchange for a license of intellectual property. The adoption of the new standard resulted in changes to the Company’s accounting policies for revenue recognition as detailed below: The Company’s contract revenues consist of license revenue primarily generated through agreements with strategic partners for the development and commercialization of the Company’s product candidates. The terms of the agreement typically include non-refundable upfront fees, payments based upon achievement of milestones and royalties on net product sales. The Company has both fixed and variable consideration. Non-refundable upfront fees are considered fixed, while milestone payments are identified as variable consideration. In determining the appropriate amount of revenue to be recognized as it fulfills its performance obligations under its agreements, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. Licenses of intellectual property: If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from non-refundable, up-front fees allocated to the license when the license is transferred to the customer, and the customer can use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Event-based or milestone payments: At the inception of each arrangement that includes event-based or milestone payments, the Company evaluates whether the events or milestones are considered probable of being achieved and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the value of the associated event-based or milestone payments is included in the transaction price. Event-based or milestone payments that are not within the control of the Company are not included in the transaction price until they become probable of being achieved. Royalties: For arrangements that include sales-based royalties and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (a) when the related sales occur, or (b) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue resulting from any of its licensing arrangements. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Sunesis Europe Limited, a United Kingdom corporation, and Sunesis Pharmaceuticals (Bermuda) Ltd., a Bermuda corporation, as well as a Bermuda limited partnership, Sunesis Pharmaceuticals International LP. All intercompany balances and transactions have been eliminated in consolidation. Significant Estimates and Judgments The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s condensed consolidated financial statements and accompanying notes thereto. Actual results could differ materially from these estimates. Estimates, assumptions and judgments made by management include those related to the valuation of equity and related instruments, debt instruments, revenue recognition, stock-based compensation and clinical trial accounting. Fair Value Measurements The Company measures cash equivalents and marketable securities at fair value on a recurring basis using the following hierarchy to prioritize valuation inputs, in accordance with applicable GAAP: Level 1 - quoted prices (unadjusted) in active markets for identical assets and liabilities that can be accessed at the measurement date. Level 2 - inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly. Level 3 - unobservable inputs. The Company’s Level 2 valuations of marketable securities are generally derived from independent pricing services based upon quoted prices in active markets for similar securities, with prices adjusted for yield and number of days to maturity, or based on industry models using data inputs, such as interest rates and prices that can be directly observed or corroborated in active markets. The carrying amounts of the Company’s financial instruments, including cash, prepayments, accounts payable, accrued liabilities, and notes payable approximated their fair value as of June 30, 2018 and December 31, 2017. |
Loss per Common Share
Loss per Common Share | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Loss per Common Share | 3. Loss per Common Share Basic loss per common share is calculated by dividing net loss by the weighted-average number of common shares outstanding for the period. Diluted loss per common share is computed by dividing (a) net loss, less any anti-dilutive amounts recorded during the period for the change in the fair value of warrant liabilities, by (b) the weighted-average number of common shares outstanding for the period plus dilutive potential common shares as determined using the treasury stock method for options and warrants to purchase common stock. The following table represents the potential common shares issuable pursuant to outstanding securities as of the related period end dates that were excluded from the computation of diluted loss per common share because their inclusion would have had an anti-dilutive effect (in thousands): Three and six months ended June 30, 2018 2017 Warrants to purchase shares of common stock 5,218 218 Convertible preferred stock 6,331 4,270 Options to purchase shares of common stock 3,548 2,629 Outstanding securities not included in calculations 15,097 7,117 |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments | 4. Financial Instruments Financial Assets The following tables summarize the estimated fair value of the Company’s financial assets measured on a recurring basis as of the dates indicated, which comprised solely of available-for-sale marketable securities with remaining contractual maturities of one year or less (in thousands): June 30, 2018 Input Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Money market funds Level 1 $ 12,576 $ — $ — $ 12,576 U.S. corporate debt obligations Level 2 753 — (1 ) 752 U.S. commercial paper Level 2 2,645 — — 2,645 Total available-for-sale securities 15,974 — (1 ) 15,973 Less amounts classified as cash equivalents (12,576 ) — — (12,576 ) Amounts classified as marketable securities $ 3,398 $ — $ (1 ) $ 3,397 December 31, 2017 Input Level Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Value Money market funds Level 1 $ 20,470 $ — $ — $ 20,470 U.S. corporate debt obligations Level 2 3,282 — (5 ) 3,277 U.S. commercial paper Level 2 1,498 — (2 ) 1,496 Total available-for-sale securities 25,250 — (7 ) 25,243 Less amounts classified as cash equivalents (20,470 ) — — (20,470 ) Amounts classified as marketable securities $ 4,780 $ — $ (7 ) $ 4,773 The following table summarizes the available-for-sale securities that were in an unrealized loss position as of the date indicated, having been in such position for less than 12 months, and none having been deemed to be other-than temporarily impaired (in thousands): June 30, 2018 Gross Unrealized Losses Estimated Fair Value U.S. corporate debt obligations $ (1 ) $ 752 U.S. commercial paper — 2,645 $ (1 ) $ 3,397 December 31, 2017 Gross Unrealized Losses Estimated Fair Value U.S. corporate debt obligations (5 ) 3,277 U.S. commercial paper (2 ) 1,496 $ (7 ) $ 4,773 No significant facts or circumstances have arisen to indicate that there has been any deterioration in the creditworthiness of the issuers of these securities. As of June 30, 2018, we did not hold any investments with a maturity exceeding 12 months or that have been in a continuous loss position for 12 months or more. The Company does not intend to sell the securities that are in an unrealized loss position and it is more likely than not that the investments will be held until recovery of the amortized cost bases. The Company has determined that the gross unrealized losses on its securities as of June 30, 2018 were temporary in nature. There were no realized gains or losses on the available-for-sale securities during three and six months ended June 30, 2018 and 2017. |
Royalty Agreement
Royalty Agreement | 6 Months Ended |
Jun. 30, 2018 | |
Revenue Recognition [Abstract] | |
Royalty Agreement | 5. Royalty Agreement In March 2012, the Company entered into a Revenue Participation Agreement (the “Royalty Agreement”), with RPI Finance Trust (“RPI”), an entity related to Royalty Pharma. In September 2012, pursuant to the provisions of the Royalty Agreement, RPI made a $25.0 million cash payment to the Company. The payment, less $3.1 million representing the fair value of the warrants granted under the arrangement, was initially classified as deferred revenue and was fully amortized to revenue as of March 31, 2017. Revenue participation right payments will be made to RPI when and if vosaroxin is commercialized, at a rate of 6.75% of net sales of vosaroxin, on a product-by-product and country-by-country basis world-wide through the later of: (a) the expiration of the last to expire of certain specifically identified patents; (b) 10 years from the date of first commercial sale of such product in such country; or (c) the expiration of all applicable periods of data, market or other regulatory exclusivity in such country with respect to such product. |
License Agreements
License Agreements | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
License Agreements | 6. License Agreements Biogen The first amended and restated collaboration agreement with Biogen Idec MA, Inc. (the “Biogen 1st ARCA”) amended and restated the collaboration agreement with Biogen (the “Biogen OCA”), to provide for the discovery, development and commercialization of small molecule BTK inhibitors. Under this agreement, the Company no longer has research obligations, but licenses granted to Biogen with respect to the research collaboration under the Biogen OCA (other than the licenses transferred to Takeda under the Takeda Agreement) remain in effect. In June 2012, the Company received an event-based payment and recognized as revenue of $1.5 million from Biogen for the advancement of preclinical work in connection with the Biogen 1st ARCA. Under this agreement, the Company is eligible to receive up to an additional $58.5 million in pre-commercialization event-based payments related to the development by Biogen of the first two indications for licensed products against the BTK target. The Company is also eligible to receive royalty payments depending on related product sales, if any. As of June 30, 2018, all future event-based payments and royalty payments are considered fully constrained variable considerations and therefore, no contract assets have been recorded and no revenue have been recognized. In December 2013, the Company entered into a second amended and restated collaboration agreement with Biogen (the “Biogen 2nd ARCA”), to provide the Company with an exclusive worldwide license to develop, manufacture and commercialize vecabrutinib, a BTK inhibitor synthesized under Biogen 1st ARCA, solely for oncology indications. During the third quarter of 2017, the Company made a milestone payment of $2.5 million to Biogen upon the dosing of the first patient in a Phase 1b/2 study to assess the safety and activity of vecabrutinib in patients with advanced B-cell malignancies after two or more prior therapies, including ibrutinib or other covalent BTK inhibitor for those patients with malignancies for which a BTK inhibitor is approved, and including patients with BTK C481 mutations. The payment was recorded in the research and development expenses line item in the consolidated statement of operations. The Company may also be required to make tiered royalty payments based on percentages of net sales of vecabrutinib, if any, in the mid-single-digits. All other of the Company’s rights and obligations contained in the Biogen 1st ARCA remain unchanged, except that potential future royalty payments to the Company were reduced to equal those amounts due to Biogen for potential future sales of vecabrutinib. Takeda In March 2011, Takeda Pharmaceuticals, Inc., a wholly-owned subsidiary of Takeda Pharmaceutical Company Limited (“Takeda”) purchased and exclusively licensed Biogen’s rights to a PDK1 inhibitor program and a pan-Raf inhibitor program which were both originally developed through a collaboration agreement between Sunesis and Biogen. In January 2014, the Company entered into an amended and restated license agreement with Takeda (the “Amended Takeda Agreement”), to provide the Company with an exclusive worldwide license to develop and commercialize preclinical inhibitors of PDK1. In connection with the execution of the Amended Takeda Agreement, the Company paid an upfront fee and may be required to make up to $9.2 million in pre-commercialization milestone payments depending on its development of PDK1 inhibitors and tiered royalty payments based on percentages of net sales, if any, beginning in the mid-single-digits and not to exceed the low-teens. With respect to the pan-Raf inhibitor program, the Company may in the future receive up to $57.5 million in pre-commercialization event-based payments related to the development by Takeda of the first two indications for each of the licensed products directed against the Raf target and royalty payments depending on related product sales. Under this program, Takeda is currently conducting Phase 1b/2 clinical studies of an oral investigative drug, TAK-580 (formerly MLN2480). As of June 30, 2018, all future event-based payments and royalty payments are considered fully constrained variable considerations and therefore, no contract assets have been recorded and no revenue have been recognized. |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | 7. Notes Payable On June 30, 2017, the Company entered into an amendment to its existing loan agreement with Western Alliance Bank and Solar Capital Ltd. (respectively, the “Loan Agreement” and the “Amended Loan Agreement”). The outstanding principal balance of this loan was $7,500,000 as of June 30, 2018. Under terms of the Amended Loan Agreement, the Company will be required to pay interest on the borrowings under the Amended Loan Agreement at a per annum rate equal to 8.54% plus the then effective one-month U.S. LIBOR rate. The Amendment modified the loan repayment terms to be interest-only through July 1, 2018, followed by twenty-two (22) equal monthly payments of principal and interest through the maturity date, contingent upon receipt of at least Fifteen Million Dollars ($15,000,000) in unrestricted cash proceeds received after June 1, 2017 from the issuance by the Company of new equity securities any time after June 1, 2017, but on or prior to December 31, 2017. Thereafter and until the scheduled maturity date of April 1, 2020, in addition to interest accrued during such period, the monthly payments will include an amount equal to the outstanding principal divided by 28 months, unless the interest only period is extended by a further six months, in which case the amortization period will be 22 months. In addition to principal and interest, a final payment equal to $312,500 will be due upon maturity or such earlier date specified in the Loan Agreement, of which $197,000 has been accrued and recorded in the other accrued liabilities line item in the accompanying condensed consolidated balance sheet as of June 30, 2018. If the Company repays all amounts owed under the Amended Loan Agreement prior to the maturity date, the Company will pay a prepayment fee equal to 0.5% of the amount prepaid. On October 31, 2017, the Company entered into a second amendment to the Amended Loan Agreement (the “Second Amendment”). The Second Amendment modified the loan repayment terms to add two additional extended interest-only periods beyond July 1, 2018. If under the terms of the Amended Loan Agreement, the interest-only period has been extended to July 1, 2018, the Company could further extend the interest-only period to October 1, 2018, contingent upon the receipt of at least Fifteen Million dollars ($15,000,000) in unrestricted net cash proceeds from the issuance by the Company of new equity securities or as a non-refundable upfront payment on a new business development agreement or royalty financing agreement (the “New Capital”), on or after October 24, 2017, but on or prior to December 31, 2017. The Company qualified for both extensions and the interest-only period has been extended to October 1, 2018. Subsequently, the Company may further extend the interest-only period to January 1, 2019, contingent upon the receipt of at least Twenty-Five Million dollars ($25,000,000) in New Capital (inclusive of any prior amounts received after October 24, 2017), on or after October 24, 2017, but on or prior to September 15, 2018. In conjunction with the Loan Agreement, the Lenders were issued five-year warrants to purchase an aggregate of up to 208,002 shares of the Company’s common stock at a per share exercise price of $3.2454. The fair value of the warrants issued was estimated to be $0.5 million using a Black-Scholes valuation model. The fair value was recorded as a debt discount within notes payable and an increase to additional paid-in capital on the Company’s balance sheet. The debt discount is being amortized as interest expense over the term of the loan agreement, using the effective interest method . Pursuant to the Loan Agreement and the amendments, the Company is bound by a variety of affirmative covenants during the term of the Loan Agreement, including, without limitation, certain information delivery requirements, notice requirements and obligations to maintain certain insurance. Additionally, the Company is bound by certain negative covenants setting forth actions that are not permitted to be taken during the term of the Amended Loan Agreement without the Lenders’ consent, including, without limitation, incurring certain additional indebtedness, making certain asset dispositions, 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 Amended Loan Agreement (subject to cure periods for certain events of default), all amounts owed by the Company thereunder would begin to bear interest at a rate that is 5.0% higher than the rate that would otherwise be applicable and may be declared immediately due and payable by the Collateral Agent. Events of default under the Amended 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 impairment on the Collateral Agent’s security interest over the collateral, a material adverse change in the business, operations or condition (financial or otherwise) of the Company or material impairment of the prospect of repayment of the obligations under the Amended Loan Agreement; the occurrence of a default under certain other agreements entered into by the Company; the rendering of certain types of judgments against the Company; the revocation of certain government approvals of the Company; any breach by the Company of any covenant (subject to cure periods for certain covenants) made in the Amended Loan Agreement; and the failure of any representation or warranty made by the Company in connection with the Amended Loan Agreement to be correct in all material respects when made. The Amended Loan Agreement defines certain events of default, including instances of a Material Adverse Change in its operations, which may require prepayment of the outstanding loan. In the event of default by the Company under the Loan Agreement, the Lenders would be entitled to exercise their remedies thereunder, including the right to accelerate the debt, upon which the Company may be required to repay all amounts then outstanding under the Loan Agreement, which could harm the Company's financial condition. The Company was in compliance with all applicable covenants set forth in the Loan Agreement as of June 30, 2018 and December 31, 2017. . The Collateral Agent, for the benefit of the Lenders, has a perfected security interest in substantially all of the Company’s property, rights and assets, except for intellectual property, to secure the payment of all amounts owed to the Lenders under the Amended Loan Agreement Aggregate future minimum payments due under the Loan Agreement as of June 30, 2018 were as follows (in thousands): Year ending December 31, Total 2018 1,220 2019 5,456 2020 2,015 Total minimum payments 8,691 Less amount representing interest (1,191 ) Total notes payable as of June 30, 2018 7,500 Less unamortized debt discount and issuance costs (200 ) Less carrying amount of notes payable (7,300 ) Non-current portion of notes payable $ — |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | 8. Stockholders’ Equity Controlled Equity Offerings Cantor Controlled Equity Offering During the six months ended June 30, 2018, 10,057 shares of common stock were sold under the Controlled Equity Offering SM Aspire Common Stock Purchase Agreement In June 2018, the Company entered into a Common Stock Purchase Agreement (the “CSPA”) with Aspire Capital Fund, LLC (“Aspire”), pursuant to which the Company could issue and sell shares of its common stock having an aggregate gross sales price of up to $15.5 million. Upon execution of the CSPA, the Company sold to Aspire 228,311 shares of common stock at a price of $2.19 per share, for total proceeds of $0.5 million. In addition, Aspire committed to purchasing up to an additional $15 million of common shares, at the Company’s request, from time to time during a 24-month period at prices based on the market price at the time of each sale. Under the CSPA, on any trading day selected by the Company on which the closing price of its common stock is equal to or greater than $0.25 per share, the Company has the right, in its sole discretion, to present Aspire with a purchase notice directing Aspire to purchase up to 200,000 shares of common stock per business day, at a purchase price equal to the lesser of: a) the lowest sale price of common stock on the purchase date; or b) the arithmetic average of the three lowest closing sale prices during the 10 consecutive business days ending on the trading day immediately preceding the purchase date. The Company shall also have the right to require Aspire to purchase up to an additional 30% of the trading volume of the shares for the next business day at a purchase price (the “VWAP Purchase Price”), equal to the lesser of: (i) the closing sale price of the shares on the purchase date, or (ii) ninety-seven percent (97%) of the next business day’s volume weighted average price (each such purchase, a “VWAP Purchase”). The Company shall have the right, in its sole discretion, to determine a maximum number of shares and set a minimum market price threshold for each VWAP Purchase. The Company can only require a VWAP Purchase if the Company has also submitted a regular purchase on the notice date for the VWAP Purchase. There are no limits on the number of VWAP purchases that the Company may require. The CSPA provides that the Company and Aspire Capital will not effect any sales under the CSPA on any purchase date where the closing sales price is less than $0.25. There are no trading volume requirements or restrictions under the CSPA, and the Company will control the timing and amount of sales. Aspire has no right to require any sales by the Company, but is obligated to make purchases from the Company as directed by the Company in accordance with the CSPA. There are no limitations on use of proceeds, financial or business covenants, restrictions on future fundings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement. The CSPA may be terminated by the Company at any time, at its discretion, without any cost to the Company. Aspire has agreed that neither it nor any of its agents, representatives and affiliates shall engage in any direct or indirect short-selling or hedging of common stock during any time prior to the termination of the CSPA. Any proceeds from the Company receives under the CSPA are expected to be used for working capital and general corporate purposes. The Company cannot request Aspire to purchase more than 2,000,000 shares per business day. As consideration for Aspire’s obligation under the CSPA, the Company issued 212,329 shares of common stock to Aspire as a commitment fee. This $0.4 million commitment fee and $0.1 million in other transaction costs were recorded in June 2018 as costs of equity financing, within additional paid-in capital. The Company also entered into a Registration Rights Agreement with Aspire. Following the execution of the CSPA, in June 2018 the Company directed Aspire to purchase an additional 150,000 shares of the Company’s common stock for total proceeds of $0.3 million. In June 2018, the Company generated total net proceeds of $0.8 million from Aspire pursuant to the CSPA, and Aspire’s remaining purchase commitment was $14.7 million as of June 30, 2018. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 9. Stock-Based Compensation Employee stock-based compensation expense is calculated based on the grant-date fair value of awards ultimately expected to vest, and recognized under the straight-line attribution method, assuming that all stock-based awards will vest. Forfeitures are recognized as they occur. The following table summarizes stock-based compensation expense related to the Company’s stock-based awards for the periods indicated (in thousands): Three months ended June 30, Six months ended June 30, 2018 2017 2018 2017 Research and development $ 130 $ 401 $ 294 $ 652 General and administrative 207 623 441 1,235 Employee stock-based compensation expense 337 1,024 735 1,887 Non-employee stock-based compensation expense 315 12 813 36 Total stock-based compensation expense $ 652 $ 1,036 $ 1,548 $ 1,923 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Events In July 2018, the Company sold an aggregate of 523,375 shares of common stock under the Sales Agreement with Cantor for net proceeds of $1.2 million, after deducting Cantor’s commission. In July 2018, the Company also sold an aggregate of 600,000 shares of common stock to Aspire under the CSPA, for net proceeds of $1.4 million. |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The condensed consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) that management believes are necessary for a fair presentation of the periods presented. The balance sheet as of December 31, 2017 was derived from the audited consolidated financial statements as of that date. These interim financial results are not necessarily indicative of results to be expected for the full year or any other period. These unaudited condensed consolidated financial statements and the notes accompanying them should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2016, the Financial Accounting Standards Board (“ ASU”) No. Recognition and Measurement of Financial Assets and Financial Liabilities Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU No. Leases In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments In February 2018, the FASB issued ASU No. 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In March 2018, the FASB issued ASU No. 2018-05, Income Taxes (topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (“SAB”) No. 118 (SEC Update) In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. |
Revenue Recognition | Revenue Recognition On January 1, 2018, the Company adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historic accounting under Topic 605. Adoption of the new standard did not result in any change to the Company’s opening retained earnings as of January 1, 2018 as no cumulative impact to the adoption of ASC 606 was noted as result of the Company’s assessment of the comparative revenue recognized since inception of the contracts under the new revenue standard ASC 606 and historic standard ASC 605. The Company is applying the practical exemption allowed under ASC 606 and does not disclose the value of variable consideration that is a sale-based royalty promised in exchange for a license of intellectual property. The adoption of the new standard resulted in changes to the Company’s accounting policies for revenue recognition as detailed below: The Company’s contract revenues consist of license revenue primarily generated through agreements with strategic partners for the development and commercialization of the Company’s product candidates. The terms of the agreement typically include non-refundable upfront fees, payments based upon achievement of milestones and royalties on net product sales. The Company has both fixed and variable consideration. Non-refundable upfront fees are considered fixed, while milestone payments are identified as variable consideration. In determining the appropriate amount of revenue to be recognized as it fulfills its performance obligations under its agreements, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. Licenses of intellectual property: If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from non-refundable, up-front fees allocated to the license when the license is transferred to the customer, and the customer can use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Event-based or milestone payments: At the inception of each arrangement that includes event-based or milestone payments, the Company evaluates whether the events or milestones are considered probable of being achieved and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the value of the associated event-based or milestone payments is included in the transaction price. Event-based or milestone payments that are not within the control of the Company are not included in the transaction price until they become probable of being achieved. Royalties: For arrangements that include sales-based royalties and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (a) when the related sales occur, or (b) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue resulting from any of its licensing arrangements. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Sunesis Europe Limited, a United Kingdom corporation, and Sunesis Pharmaceuticals (Bermuda) Ltd., a Bermuda corporation, as well as a Bermuda limited partnership, Sunesis Pharmaceuticals International LP. All intercompany balances and transactions have been eliminated in consolidation. |
Significant Estimates and Judgments | Significant Estimates and Judgments The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s condensed consolidated financial statements and accompanying notes thereto. Actual results could differ materially from these estimates. Estimates, assumptions and judgments made by management include those related to the valuation of equity and related instruments, debt instruments, revenue recognition, stock-based compensation and clinical trial accounting. |
Fair Value Measurements | Fair Value Measurements The Company measures cash equivalents and marketable securities at fair value on a recurring basis using the following hierarchy to prioritize valuation inputs, in accordance with applicable GAAP: Level 1 - quoted prices (unadjusted) in active markets for identical assets and liabilities that can be accessed at the measurement date. Level 2 - inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly. Level 3 - unobservable inputs. The Company’s Level 2 valuations of marketable securities are generally derived from independent pricing services based upon quoted prices in active markets for similar securities, with prices adjusted for yield and number of days to maturity, or based on industry models using data inputs, such as interest rates and prices that can be directly observed or corroborated in active markets. The carrying amounts of the Company’s financial instruments, including cash, prepayments, accounts payable, accrued liabilities, and notes payable approximated their fair value as of June 30, 2018 and December 31, 2017. |
Loss per Common Share (Tables)
Loss per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Potential Common Shares Issuable Pursuant to Outstanding Securities Excluded from Computation of Diluted Loss per Common Share | The following table represents the potential common shares issuable pursuant to outstanding securities as of the related period end dates that were excluded from the computation of diluted loss per common share because their inclusion would have had an anti-dilutive effect (in thousands): Three and six months ended June 30, 2018 2017 Warrants to purchase shares of common stock 5,218 218 Convertible preferred stock 6,331 4,270 Options to purchase shares of common stock 3,548 2,629 Outstanding securities not included in calculations 15,097 7,117 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Company's Financial Assets Measured on Recurring Basis | The following tables summarize the estimated fair value of the Company’s financial assets measured on a recurring basis as of the dates indicated, which comprised solely of available-for-sale marketable securities with remaining contractual maturities of one year or less (in thousands): June 30, 2018 Input Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Money market funds Level 1 $ 12,576 $ — $ — $ 12,576 U.S. corporate debt obligations Level 2 753 — (1 ) 752 U.S. commercial paper Level 2 2,645 — — 2,645 Total available-for-sale securities 15,974 — (1 ) 15,973 Less amounts classified as cash equivalents (12,576 ) — — (12,576 ) Amounts classified as marketable securities $ 3,398 $ — $ (1 ) $ 3,397 December 31, 2017 Input Level Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Value Money market funds Level 1 $ 20,470 $ — $ — $ 20,470 U.S. corporate debt obligations Level 2 3,282 — (5 ) 3,277 U.S. commercial paper Level 2 1,498 — (2 ) 1,496 Total available-for-sale securities 25,250 — (7 ) 25,243 Less amounts classified as cash equivalents (20,470 ) — — (20,470 ) Amounts classified as marketable securities $ 4,780 $ — $ (7 ) $ 4,773 |
Summary of Available-for-Sale Securities in Unrealized Loss Position | The following table summarizes the available-for-sale securities that were in an unrealized loss position as of the date indicated, having been in such position for less than 12 months, and none having been deemed to be other-than temporarily impaired (in thousands): June 30, 2018 Gross Unrealized Losses Estimated Fair Value U.S. corporate debt obligations $ (1 ) $ 752 U.S. commercial paper — 2,645 $ (1 ) $ 3,397 December 31, 2017 Gross Unrealized Losses Estimated Fair Value U.S. corporate debt obligations (5 ) 3,277 U.S. commercial paper (2 ) 1,496 $ (7 ) $ 4,773 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Summary of Future Minimum Payments Under Loan Agreement | Aggregate future minimum payments due under the Loan Agreement as of June 30, 2018 were as follows (in thousands): Year ending December 31, Total 2018 1,220 2019 5,456 2020 2,015 Total minimum payments 8,691 Less amount representing interest (1,191 ) Total notes payable as of June 30, 2018 7,500 Less unamortized debt discount and issuance costs (200 ) Less carrying amount of notes payable (7,300 ) Non-current portion of notes payable $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock-Based Compensation Expense Related to Company's Stock-Based Awards | The following table summarizes stock-based compensation expense related to the Company’s stock-based awards for the periods indicated (in thousands): Three months ended June 30, Six months ended June 30, 2018 2017 2018 2017 Research and development $ 130 $ 401 $ 294 $ 652 General and administrative 207 623 441 1,235 Employee stock-based compensation expense 337 1,024 735 1,887 Non-employee stock-based compensation expense 315 12 813 36 Total stock-based compensation expense $ 652 $ 1,036 $ 1,548 $ 1,923 |
Company Overview - Additional I
Company Overview - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2018 | Dec. 31, 2017 | [1] | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |||
Cash, cash equivalents and marketable securities | $ 20,400 | ||
Accumulated deficit | $ 646,967 | $ 632,854 | |
Maturity limits period | 24 months | ||
Dollars weighted average maturity limit period | 12 months | ||
[1] | The condensed consolidated balance sheet as of December 31, 2017, has been derived from the audited financial statements as of that date included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies - Additional Information (Detail) | Jun. 30, 2018USD ($) |
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | ASC 606 [Member] | |
Significant Accounting Policies [Line Items] | |
Cumulative impact to adoption of new standard | $ 0 |
Loss per Common Share - Schedul
Loss per Common Share - Schedule of Potential Common Shares Issuable Pursuant to Outstanding Securities Excluded from Computation of Diluted Loss per Common Share (Detail) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Outstanding securities not included in calculations | 15,097 | 7,117 | 15,097 | 7,117 |
Warrants to purchase shares of common stock [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Outstanding securities not included in calculations | 5,218 | 218 | 5,218 | 218 |
Options to purchase shares of common stock [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Outstanding securities not included in calculations | 3,548 | 2,629 | 3,548 | 2,629 |
Convertible preferred stock [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Outstanding securities not included in calculations | 6,331 | 4,270 | 6,331 | 4,270 |
Financial Instruments - Fair Va
Financial Instruments - Fair Value of Company's Financial Assets Measured on Recurring Basis (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Available-for-sale securities, Amortized Cost | $ 15,974 | $ 25,250 | |
Available-for-sale securities, Gross Unrealized Losses | (1) | (7) | |
Available-for-sale securities, Estimated Fair Value | 15,973 | 25,243 | |
Less amounts classified as cash equivalents, Amortized Cost | (12,576) | (20,470) | |
Less amounts classified as cash equivalents, Estimated Fair Value | (12,576) | (20,470) | |
Amounts classified as marketable securities, Amortized Cost | 3,398 | 4,780 | |
Amounts classified as marketable securities, Gross Unrealized Losses | (1) | (7) | |
Amounts classified as marketable securities, Estimated Fair Value | 3,397 | 4,773 | [1] |
Level 1 [Member] | Money market funds [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Available-for-sale securities, Amortized Cost | 12,576 | 20,470 | |
Available-for-sale securities, Estimated Fair Value | 12,576 | 20,470 | |
Level 2 [Member] | U.S. corporate debt obligations [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Available-for-sale securities, Amortized Cost | 753 | 3,282 | |
Available-for-sale securities, Gross Unrealized Losses | (1) | (5) | |
Available-for-sale securities, Estimated Fair Value | 752 | 3,277 | |
Level 2 [Member] | U.S. commercial paper [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Available-for-sale securities, Amortized Cost | 2,645 | 1,498 | |
Available-for-sale securities, Gross Unrealized Losses | (2) | ||
Available-for-sale securities, Estimated Fair Value | $ 2,645 | $ 1,496 | |
[1] | The condensed consolidated balance sheet as of December 31, 2017, has been derived from the audited financial statements as of that date included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. |
Financial Instruments - Summary
Financial Instruments - Summary of Available-for-Sale Securities in Unrealized Loss Position (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Schedule Of Available For Sale Securities [Line Items] | ||
Gross Unrealized Losses | $ (1) | $ (7) |
Estimated Fair Value | 3,397 | 4,773 |
U.S. corporate debt obligations [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Gross Unrealized Losses | (1) | (5) |
Estimated Fair Value | 752 | 3,277 |
U.S. commercial paper [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Gross Unrealized Losses | (2) | |
Estimated Fair Value | $ 2,645 | $ 1,496 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | ||||
Realized gains or losses on available-for-sale securities | $ 0 | $ 0 | $ 0 | $ 0 |
Royalty Agreement - Additional
Royalty Agreement - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended |
Sep. 30, 2012 | Jun. 30, 2018 | |
Royalty Agreement [Line Items] | ||
Revenue participation right payments, rate | 6.75% | |
Revenue participation right payments, term | 10 years from the date of first commercial sale | |
Maximum term of revenue participation right payments | 10 years | |
Royalty Agreement [Member] | ||
Royalty Agreement [Line Items] | ||
Revenue participation right payments | $ 25 | |
Fair value of warrants issued in connection with participation agreement | $ 3.1 |
License Agreements - Additional
License Agreements - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2012 | Sep. 30, 2017 | Jun. 30, 2018 | Jan. 31, 2014 | |
License Agreement Terms [Member] | Takeda License Agreements [Member] | ||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||
Received and recognized milestone revenue | $ 0 | |||
Potential pre-commercialization payments receivable | 57,500,000 | |||
Contract assets | 0 | |||
Potential pre-commercialization milestone payments payable | $ 9,200,000 | |||
Biogen [Member] | ||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||
Received and recognized milestone revenue | $ 1,500,000 | |||
Milestone payment | $ 2,500,000 | |||
Biogen [Member] | License Agreement Terms [Member] | ||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||
Received and recognized milestone revenue | 0 | |||
Potential pre-commercialization payments receivable | $ 58,500,000 | |||
Contract assets | $ 0 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Detail) - USD ($) | Oct. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2018 |
Debt Instrument [Line Items] | |||
Outstanding principal balance of loan | $ 7,500,000 | ||
Amended Loan Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding principal balance of loan | $ 7,500,000 | ||
Description of monthly interest payment | The Amendment modified the loan repayment terms to be interest-only through July 1, 2018, followed by twenty-two (22) equal monthly payments of principal and interest through the maturity date, contingent upon receipt of at least Fifteen Million Dollars ($15,000,000) in unrestricted cash proceeds received after June 1, 2017 from the issuance by the Company of new equity securities any time after June 1, 2017, but on or prior to December 31, 2017. Thereafter and until the scheduled maturity date of April 1, 2020, in addition to interest accrued during such period, the monthly payments will include an amount equal to the outstanding principal divided by 28 months, unless the interest only period is extended by a further six months, in which case the amortization period will be 22 months. | ||
Debt instrument, minimum threshold amount of unrestricted cash proceeds from issuance of new equity for principal and interest only payment period | $ 15,000,000 | ||
Loan, Covenant description | Pursuant to the Loan Agreement and the amendments, the Company is bound by a variety of affirmative covenants during the term of the Loan Agreement, including, without limitation, certain information delivery requirements, notice requirements and obligations to maintain certain insurance. Additionally, the Company is bound by certain negative covenants setting forth actions that are not permitted to be taken during the term of the Amended Loan Agreement without the Lenders’ consent, including, without limitation, incurring certain additional indebtedness, making certain asset dispositions, 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 Amended Loan Agreement (subject to cure periods for certain events of default), all amounts owed by the Company thereunder would begin to bear interest at a rate that is 5.0% higher than the rate that would otherwise be applicable and may be declared immediately due and payable by the Collateral Agent. Events of default under the Amended 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 impairment on the Collateral Agent’s security interest over the collateral, a material adverse change in the business, operations or condition (financial or otherwise) of the Company or material impairment of the prospect of repayment of the obligations under the Amended Loan Agreement; the occurrence of a default under certain other agreements entered into by the Company; the rendering of certain types of judgments against the Company; the revocation of certain government approvals of the Company; any breach by the Company of any covenant (subject to cure periods for certain covenants) made in the Amended Loan Agreement; and the failure of any representation or warranty made by the Company in connection with the Amended Loan Agreement to be correct in all material respects when made. The Amended Loan Agreement defines certain events of default, including instances of a Material Adverse Change in its operations, which may require prepayment of the outstanding loan. In the event of default by the Company under the Loan Agreement, the Lenders would be entitled to exercise their remedies thereunder, including the right to accelerate the debt, upon which the Company may be required to repay all amounts then outstanding under the Loan Agreement, which could harm the Company's financial condition. The Company was in compliance with all applicable covenants set forth in the Loan Agreement as of June 30, 2018 and December 31, 2017. The principal payments due under the Loan Agreement have been classified as a current liability at December 31, 2017 due to the considerations discussed in Note 1 and the assessment that the material adverse change clause under the Loan Agreement is not within the Company's control. The Company has not been notified of an event of default by the Lenders as of the date of the filing of this Form 10-Q. | ||
Amended Loan Agreement [Member] | Extension of Maturity Date [Member] | |||
Debt Instrument [Line Items] | |||
Percentage of penalty for prepaying loan before maturity | 0.50% | ||
Loan Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit facility final payment, additional amount due | $ 312,500 | ||
Maturity date | Apr. 1, 2020 | ||
Warrants expiration term | 5 years | ||
Number of warrants issued | 208,002 | ||
Warrants exercise price for shares | $ 3.2454 | ||
Estimated fair value of warrants issued | $ 500,000 | ||
Loan Agreement [Member] | Other Accrued Liabilities [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit facility final payment accrued | $ 197,000 | ||
Loan Agreement [Member] | LIBOR Rate [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Effective Percentage | 8.54% | ||
Second Amendment [Member] | |||
Debt Instrument [Line Items] | |||
Description of monthly interest payment | On October 31, 2017, the Company entered into a second amendment to the Amended Loan Agreement (the “Second Amendment”). The Second Amendment modified the loan repayment terms to add two additional extended interest-only periods beyond July 1, 2018. If under the terms of the Amended Loan Agreement, the interest-only period has been extended to July 1, 2018, the Company could further extend the interest-only period to October 1, 2018, contingent upon the receipt of at least Fifteen Million dollars ($15,000,000) in unrestricted net cash proceeds from the issuance by the Company of new equity securities or as a non-refundable upfront payment on a new business development agreement or royalty financing agreement (the “New Capital”), on or after October 24, 2017, but on or prior to December 31, 2017. The Company qualified for both extensions and the interest-only period has been extended to October 1, 2018. Subsequently, the Company may further extend the interest-only period to January 1, 2019, contingent upon the receipt of at least Twenty-Five Million dollars ($25,000,000) in New Capital (inclusive of any prior amounts received after October 24, 2017), on or after October 24, 2017, but on or prior to September 15, 2018 | ||
Second Amendment Period One [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, minimum threshold amount of unrestricted cash proceeds from issuance of new equity for principal and interest only payment period | $ 15,000,000 | ||
Second Amendment Period Two [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, minimum threshold amount of unrestricted cash proceeds from issuance of new equity for principal and interest only payment period | $ 25,000,000 |
Notes Payable - Summary of Futu
Notes Payable - Summary of Future Minimum Payments Under Loan Agreement (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | [1] |
Debt Instrument [Line Items] | |||
Total notes payable as of June 30, 2018 | $ 7,500 | ||
Less carrying amount of notes payable | (7,300) | $ (7,204) | |
Notes payable [Member] | |||
Debt Instrument [Line Items] | |||
2,018 | 1,220 | ||
2,019 | 5,456 | ||
2,020 | 2,015 | ||
Total minimum payments | 8,691 | ||
Less amount representing interest | (1,191) | ||
Less unamortized debt discount and issuance costs | $ (200) | ||
[1] | The condensed consolidated balance sheet as of December 31, 2017, has been derived from the audited financial statements as of that date included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) $ / shares in Units, $ in Millions | 1 Months Ended | 6 Months Ended |
Jun. 30, 2018USD ($)ArithmeticaverageDay$ / sharesshares | Jun. 30, 2018USD ($)$ / sharesshares | |
Controlled Equity Offering Facilities [Member] | ||
Stockholders Equity [Line Items] | ||
Issuance of common stock, remaining offering value | $ 45 | $ 45 |
Controlled Equity Offering Facilities [Member] | Maximum [Member] | ||
Stockholders Equity [Line Items] | ||
Proceeds from issuance of common stock through controlled equity offering facilities, net | $ 0.1 | |
Controlled Equity Offering Facilities [Member] | Common Stock [Member] | ||
Stockholders Equity [Line Items] | ||
Common stock, shares sold | shares | 10,057 | |
CSPA [Member] | Aspire [Member] | ||
Stockholders Equity [Line Items] | ||
Proceeds from issuance of common stock through controlled equity offering facilities, net | $ 0.5 | |
Common stock purchase agreement period | 24 months | |
Average lowest closing sales price | Arithmeticaverage | 3 | |
Consecutive business days | Day | 10 | |
Percentage of volume weighted average price | 97.00% | |
Request to purchase shares per business day | shares | 2,000,000 | |
Number of shares of common stock issued as commitment fee | shares | 212,329 | |
Commitment fee | $ 0.4 | |
Other transaction costs | $ 0.1 | |
CSPA [Member] | Aspire [Member] | Registration Rights Agreement [Member] | ||
Stockholders Equity [Line Items] | ||
Common stock, shares sold | shares | 150,000 | |
Proceeds from issuance of common stock through controlled equity offering facilities, net | $ 0.8 | |
Proceeds from common stock | 0.3 | |
Remaining purchase commitment | 14.7 | |
CSPA [Member] | Maximum [Member] | Aspire [Member] | ||
Stockholders Equity [Line Items] | ||
Issuance of common stock, offering value | 15.5 | $ 15.5 |
Commitment to purchase additional common shares | $ 15 | $ 15 |
Closing price of common stock | 0.25% | |
Percentage of additional trading volume of shares | 30.00% | |
CSPA [Member] | Minimum [Member] | Aspire [Member] | ||
Stockholders Equity [Line Items] | ||
Closing price of common stock | 0.25% | |
CSPA [Member] | Common Stock [Member] | Aspire [Member] | ||
Stockholders Equity [Line Items] | ||
Common stock, shares sold | shares | 228,311 | |
Price per common share | $ / shares | $ 2.19 | $ 2.19 |
CSPA [Member] | Common Stock [Member] | Maximum [Member] | Aspire [Member] | ||
Stockholders Equity [Line Items] | ||
Shares of common stock to purchase per business day | shares | 200,000 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-Based Compensation Expense Related to Company's Stock-Based Awards (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation, Allocation and Classification in Financial Statements | ||||
Total stock-based compensation expense | $ 652 | $ 1,036 | $ 1,548 | $ 1,923 |
Employee stock-based compensation expense [Member] | ||||
Share-based Compensation, Allocation and Classification in Financial Statements | ||||
Total stock-based compensation expense | 337 | 1,024 | 735 | 1,887 |
Non-employee stock-based compensation expense [Member] | ||||
Share-based Compensation, Allocation and Classification in Financial Statements | ||||
Total stock-based compensation expense | 315 | 12 | 813 | 36 |
Research and development [Member] | ||||
Share-based Compensation, Allocation and Classification in Financial Statements | ||||
Total stock-based compensation expense | 130 | 401 | 294 | 652 |
General and administrative [Member] | ||||
Share-based Compensation, Allocation and Classification in Financial Statements | ||||
Total stock-based compensation expense | $ 207 | $ 623 | $ 441 | $ 1,235 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Millions | Jul. 31, 2018 | Jun. 30, 2018 |
CSPA [Member] | Aspire [Member] | ||
Subsequent Event [Line Items] | ||
Proceeds from issuance of common stock | $ 0.5 | |
Subsequent Event [Member] | CSPA [Member] | Aspire [Member] | ||
Subsequent Event [Line Items] | ||
Common stock, shares sold | 600,000 | |
Proceeds from issuance of common stock | $ 1.4 | |
Subsequent Event [Member] | Sales Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Common stock, shares sold | 523,375 | |
Proceeds from issuance of common stock | $ 1.2 |