Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 25, 2015 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | ZIOP | |
Entity Registrant Name | ZIOPHARM ONCOLOGY INC | |
Entity Central Index Key | 1,107,421 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 130,852,061 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 118,550 | $ 42,803 |
Receivables | 89 | 145 |
Prepaid expenses and other current assets | 4,441 | 1,139 |
Total current assets | 123,080 | 44,087 |
Property and equipment, net | 321 | 531 |
Deposits | 128 | 128 |
Other non-current assets | 509 | 491 |
Total assets | 124,038 | 45,237 |
Current liabilities: | ||
Accounts payable | 3,143 | 2,004 |
Accrued expenses | 8,752 | 7,182 |
Deferred revenue | 816 | 1,360 |
Deferred rent-current portion | 399 | 280 |
Total current liabilities | 13,110 | 10,826 |
Deferred rent | 470 | 570 |
Other long- term liabilities | 17 | |
Total liabilities | $ 13,597 | $ 11,396 |
Commitments and contingencies (Note 6) | ||
Stockholders' equity: | ||
Common stock, $0.001 par value; 250,000,000 shares authorized; 130,822,034 and 104,452,105 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively | $ 131 | $ 104 |
Additional paid-in capital-common stock | 575,364 | 406,349 |
Accumulated deficit | (465,054) | (372,612) |
Total stockholders' equity | 110,441 | 33,841 |
Total liabilities and stockholders' equity | $ 124,038 | $ 45,237 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 130,822,034 | 104,452,105 |
Common stock, shares outstanding | 130,822,034 | 104,452,105 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Research contract revenue | $ 272 | $ 200 | $ 544 | $ 400 |
Operating expenses: | ||||
Research and development, including costs of research contracts | 7,424 | 8,346 | 81,673 | 14,888 |
General and administrative | 7,073 | 3,031 | 11,323 | 6,473 |
Total operating expenses | 14,497 | 11,377 | 92,996 | 21,361 |
Loss from operations | (14,225) | (11,177) | (92,452) | (20,961) |
Other income (expense), net | 14 | 1 | 10 | (8) |
Change in fair value of warrants | 5,600 | 5,682 | ||
Net loss | $ (14,211) | $ (5,576) | $ (92,442) | $ (15,287) |
Net loss per share-basic and diluted | $ (0.11) | $ (0.06) | $ (0.76) | $ (0.15) |
Weighted average common shares outstanding used to compute net loss per share-basic and diluted | 128,413,417 | 100,422,564 | 120,953,279 | 100,326,416 |
STATEMENT OF STOCKHOLDERS' EQUI
STATEMENT OF STOCKHOLDERS' EQUITY - Entity [Domain] - 6 months ended Jun. 30, 2015 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital Common Stock | Accumulated Deficit |
Balance (in shares) at Dec. 31, 2014 | 104,452,105 | |||
Balance at Dec. 31, 2014 | $ 33,841 | $ 104 | $ 406,349 | $ (372,612) |
Stock-based compensation | $ 4,577 | 4,577 | ||
Exercise of employee stock options (in shares) | 2,860,299 | 2,135,408 | ||
Exercise of employee stock options | $ 3,140 | $ 2 | 3,138 | |
Restricted stock awards (in shares) | 1,050,000 | |||
Restricted stock awards | $ 1 | (1) | ||
Repurchase of common stock (Shares) | (3,711) | |||
Repurchase of common stock | (34) | (34) | ||
Repurchase of restricted common stock (in shares) | (33,931) | |||
Repurchase of restricted common stock | (246) | (246) | ||
Issuance of common stock in public offering (in shares) | 11,500,000 | |||
Issuance of common stock in public offering | 94,320 | $ 12 | 94,308 | |
Issuance of common stock in licensing agreement (in shares) | 11,722,163 | |||
Issuance of common stock in licensing agreement | 67,285 | $ 12 | 67,273 | |
Net loss | (92,442) | (92,442) | ||
Balance (in shares) at Jun. 30, 2015 | 130,822,034 | |||
Balance at Jun. 30, 2015 | $ 110,441 | $ 131 | $ 575,364 | $ (465,054) |
STATEMENT OF STOCKHOLDERS' EQU6
STATEMENT OF STOCKHOLDERS' EQUITY (Parenthetical) $ in Thousands | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Issuance of common stock in public offering, issuance expenses | $ 267 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (92,442) | $ (15,287) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 236 | 217 |
Stock-based compensation | 4,577 | 2,435 |
Change in fair value of warrants | (5,682) | |
Common stock issued in exchange for license agreement | 67,285 | |
Loss on disposal of fixed assets | (1) | |
(Increase) decrease in: | ||
Receivables | 55 | 113 |
Prepaid expenses and other current assets | (3,302) | 957 |
Other noncurrent assets | (18) | 15 |
Increase (decrease) in: | ||
Accounts payable | 1,138 | 25 |
Accrued expenses | 1,569 | 1,416 |
Deferred revenue | (544) | (400) |
Deferred rent | 19 | (98) |
Other noncurrent liabilities | 17 | |
Net cash used in operating activities | (21,411) | (16,289) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (22) | (99) |
Net cash used in investing activities | (22) | (99) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 3,140 | 1,317 |
Repurchase of restricted common stock | (246) | (132) |
Repurchase of common stock | (34) | |
Proceeds from the issuance of common stock, net | 94,320 | |
Net cash provided by financing activities | 97,180 | 1,185 |
Net increase (decrease) in cash and cash equivalents | 75,747 | (15,203) |
Cash and cash equivalents, beginning of period | 42,803 | 68,204 |
Cash and cash equivalents, end of period | 118,550 | 53,001 |
Supplementary disclosure of cash flow information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Supplementary disclosure of noncash investing and financing activities: | ||
Exercise of equity-classified warrants to common shares | $ 62 | |
Issuance of common stock in license agreement | $ 67,285 |
Business
Business | 6 Months Ended |
Jun. 30, 2015 | |
Business | 1. Business Overview ZIOPHARM Oncology, Inc., which is referred to as “ZIOPHARM” or the “Company”, is a biopharmaceutical company that seeks to acquire, develop and commercialize, on its own or with partners, a diverse portfolio of cancer therapies that can address unmet medical needs. The Company’s operations to date have consisted primarily of raising capital and conducting research and development. The Company’s fiscal year ends on December 31. The Company has operated at a loss since its inception in 2003 and has minimal revenues. The Company anticipates that its losses will continue for the foreseeable future. At June 30, 2015, the Company’s accumulated deficit was approximately $465.1 million. The Company’s ability to continue operations after its current cash resources are exhausted depends on its ability to obtain additional financing or to achieve profitable operations, as to which no assurances can be given. Cash requirements may vary materially from those now planned because of changes in the Company’s focus and direction of its research and development programs, competitive and technical advances, patent developments, regulatory changes or other developments. Additional financing will be required to continue operations after the Company exhausts its current cash resources and to continue its long-term plans for clinical trials and new product development. There can be no assurance that any such financing can be obtained by the Company, or if obtained, what the terms thereof may be, or that any amount that the Company is able to raise will be adequate to support the Company’s working capital requirements until it achieves profitable operations. Basis of Presentation The accompanying unaudited interim financial statements have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission, or the SEC. Certain information and note disclosures required by generally accepted accounting principles in the United States have been condensed or omitted pursuant to such rules and regulations. It is management’s opinion that the accompanying unaudited interim financial statements reflect all adjustments (which are normal and recurring) that are necessary for a fair statement of the results for the interim periods. The unaudited interim financial statements should be read in conjunction with the audited financial statements and the notes thereto for the year ended December 31, 2014, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2015, or the “Form 10-K”. The year-end balance sheet data was derived from the audited financial statements but does not include all disclosures required by generally accepted accounting principles in the United States. The results disclosed in the statements of operations for the three and six months ended June 30, 2015 are not necessarily indicative of the results to be expected for the full fiscal year. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although the Company regularly assesses these estimates, actual results could differ from those estimates. Changes in estimates are recorded in the period in which they become known. The Company’s most significant estimates and judgments used in the preparation of its financial statements are: • Clinical trial expenses; • Fair value measurements for stock based compensation; and • Income taxes. Subsequent Events The Company evaluated all events and transactions that occurred after the balance sheet date through the date of this filing. During this period, the Company did not have any material subsequent events that impacted its financial statements or disclosures. |
Financings
Financings | 6 Months Ended |
Jun. 30, 2015 | |
Financings | 2. Financings On February 3, 2015, the Company entered into an underwriting agreement with J.P. Morgan Securities LLC, as representative of the several underwriters named therein, relating to the issuance and sale of 10,000,000 shares of its common stock. The price to the public in the offering was $8.75 per share, and the underwriters agreed to purchase the shares from the Company pursuant to the underwriting agreement at a purchase price of $8.225 per share. Under the terms of the underwriting agreement, the Company also granted the underwriters an option, exercisable for 30 days, to purchase up to an additional 1,500,000 shares of common stock at a purchase price of $8.225 per share. The offering was made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-201826) previously filed with the SEC, and a prospectus supplement thereunder. The underwriters purchased the 10,000,000 shares and the additional 1,500,000 shares on February 9 and February 17, 2015, respectively. The net proceeds from the offering were approximately $94.3 million after deducting underwriting discounts and estimated offering expenses payable by the Company. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies The Company’s significant accounting policies were identified in the Company’s Form 10-K for the fiscal year ended December 31, 2014. There have been no material changes in those policies since the filing of its Form 10-K. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Measurements | 4. Fair Value Measurements The Company accounts for its financial assets and liabilities using fair value measurements. The accounting standard defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Assets and liabilities measured at fair value on a recurring basis as of June 30, 2015 and December 31, 2014 were as follows: ($ in thousands) Fair Value Measurements at Reporting Date Using Description Balance as of Quoted Prices in Significant Other Significant Cash equivalents $ 115,901 $ 115,901 $ — $ — ($ in thousands) Fair Value Measurements at Reporting Date Using Description Balance as of Quoted Prices in Significant Other Significant Cash equivalents $ 37,290 $ 37,290 $ — $ — The cash equivalents represent deposits in a short term United States treasury money market mutual fund quoted in an active market and classified as a Level 1 asset. |
Net Loss per Share
Net Loss per Share | 6 Months Ended |
Jun. 30, 2015 | |
Net Loss per Share | 5. Net Loss per Share Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period. The Company’s potential dilutive shares, which include outstanding common stock options, unvested restricted stock and warrants, have not been included in the computation of diluted net loss per share for any of the periods presented as the result would be anti-dilutive. Such potential shares of common stock at June 30, 2015 and 2014 consisted of the following: June 30, 2015 2014 Stock options 3,543,331 6,041,162 Unvested restricted common stock 1,123,517 295,496 Warrants — 10,496,467 4,666,848 16,833,125 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies | 6. Commitments and Contingencies Operating Leases Prior to December 31, 2012, the Company entered into an operating lease in New York, NY, consisting of 6,251 square feet of office space. In accordance with this agreement, the Company entered into a letter of credit in the amount of $388 thousand, naming the Company’s landlord as beneficiary. In January 2012, the Company amended the lease agreement, adding 1,008 square feet of office space. As of December 31, 2012, the Company occupied 7,259 square feet of space in New York, NY, and maintained a $388 thousand letter of credit. The collateral for the letter of credit is restricted cash and recorded in other non-current assets on the balance sheet as of June 30, 2015. The lease for office space in New York, NY expires in October 2018. On October 17, 2013, the Company entered into a sublease agreement to lease all of its New York office to a subtenant. The Company remains primarily liable to pay rent on the original lease. The Company recorded a loss on the sublease in the amount of $729 thousand for the year ended December 31, 2013, representing the remaining contractual obligation of $2.3 million, less $1.6 million in payments from its subtenant. The Company retired assets as a result of this sublease with a net book value of $392 thousand, and recorded a loss on disposal of fixed assets for the same amount for the year ended December 31, 2013. The Company continues to maintain the $388 thousand letter of credit in respect of the New York office space. Prior to December 31, 2012, the Company entered into separate operating lease agreements for various spaces in a building in Boston, MA. That space consisted of 5,249 square feet on the first floor, 8,538 square feet on the second floor, and 6,959 square feet on the third floor. In June 2012, the Company re-negotiated a master lease for the entire Boston office space, whereby it added 9,800 square feet of office space on the fourth floor, surrendered 4,113 square feet from the second floor, and incorporated all three lease agreements under the same master agreement expiring in August 2016. The Company provided an additional $41 thousand security deposit for the additional space on the fourth floor. As of June 30, 2015, a total security deposit of $127 thousand is included in deposits on the balance sheet. On August 30, 2013, the Company entered into a sublease agreement to lease 5,249 square feet in its Boston office to a subtenant. The Company remains liable to pay rent on the original lease. The Company recorded a loss on the sublease in the amount of $42 thousand for the year ended December 31, 2013, representing the remaining contractual obligation of $367 thousand, less $325 thousand in payments from its subtenant. This sublease tenant vacated the leased premises in October 2014. At December 31, 2014, the Company applied the $20 thousand deposit received from the sublease tenant against its outstanding rent obligation. On March 31, 2015, the company recorded a loss of on the first floor sublease of $167 thousand. On May 22, 2015, the Company again subleased the vacant office space for approximately $105 thousand through August 2016 in which the tenant provided a security deposit of $17 thousand. Since the prior lease obligation has been fully expensed, rent received from the tenant will reduce current rent expense. At June 30, 2015, the Company occupies 21,184 square feet of space in its Boston, MA office. Total rent expense was approximately $477 thousand and $305 thousand for the six months ended June 30, 2015 and 2014, respectively. The Company records rent expense on a straight-line basis over the term of the lease. Accordingly, the Company has recorded a liability for deferred rent at June 30, 2015 and December 31, 2014 of $869 thousand ($399 thousand current and $470 thousand long-term) and $850 thousand ($280 thousand current and $570 thousand long-term), respectively, which is recorded in deferred rent on the balance sheet. License Agreements Exclusive Channel Partner Agreement with Intrexon Corporation On January 6, 2011, the Company entered into an Exclusive Channel Partner Agreement, or the Channel Agreement, with Intrexon Corporation, or Intrexon that governs a “channel partnering” arrangement in which the Company uses Intrexon’s technology directed towards in vivo The Channel Agreement grants the Company a worldwide license to use patents and other intellectual property of Intrexon in connection with the research, development, use, importing, manufacture, sale, and offer for sale of products involving DNA administered to humans for expression of anti-cancer effectors for the purpose of treatment or prophylaxis of cancer, which is collectively referred to as the ZIOPHARM Products. Such license is exclusive with respect to any clinical development, selling, offering for sale or other commercialization of ZIOPHARM Products, and otherwise is non-exclusive. Subject to limited exceptions, the Company may not sublicense these rights without Intrexon’s written consent. Under the Channel Agreement, and subject to certain exceptions, the Company is responsible for, among other things, the performance of the Cancer Program, including the development, commercialization and certain aspects of manufacturing of ZIOPHARM Products. Intrexon is responsible for the costs of establishing manufacturing capabilities and facilities for the bulk manufacture of products developed under the Cancer Program, certain other aspects of manufacturing and costs of discovery-stage research with respect to platform improvements and costs of filing, prosecution and maintenance of Intrexon’s patents. Subject to certain expense allocations and other offsets provided in the Channel Agreement, the Company will pay Intrexon on a quarterly basis 50% of net profits derived in that quarter from the sale of ZIOPHARM Products, calculated on a ZIOPHARM Product-by- ZIOPHARM Product basis. The Company has likewise agreed to pay Intrexon on a quarterly basis 50% of revenue obtained in that quarter from a sublicensor in the event of a sublicensing arrangement. In addition, in partial consideration for each party’s execution and delivery of the Channel Agreement, the Company entered into a stock purchase agreement with Intrexon. Upon termination of the Channel Agreement, the Company may continue to develop and commercialize any ZIOPHARM Product that, at the time of termination: • Is being commercialized by the Company; • Has received regulatory approval; • Is a subject of an application for regulatory approval that is pending before the applicable regulatory authority; or • Is the subject of at least an ongoing Phase 2 clinical trial (in the case of a termination by Intrexon due to an uncured breach or a voluntary termination by the Company), or an ongoing Phase 1 clinical trial in the field (in the case of a termination by the Company due to an uncured breach or a termination by Intrexon following an unconsented assignment by the Company or its election not to pursue development of a Superior Therapy (as defined in the Channel Agreement)). The Company’s obligation to pay 50% of net profits or revenue described above with respect to these “retained” products will survive termination of the Channel Agreement. On March 27, 2015, the Company and Intrexon entered into the Exclusive Channel Partner Amendment, or ECP Amendment, amending the Channel Agreement. The ECP Amendment modifies the scope of the parties’ collaboration under the Channel Agreement in connection with the Ares Trading Agreement discussed below. Pursuant to the ECP Amendment, the chimeric antigen receptor T-Cell products to be developed and commercialized pursuant to the Ares Trading Agreement shall be included within the Intrexon/ZIOPHARM collaboration under the Channel Agreement. The ECP Amendment provides that Intrexon will pay to the Company fifty percent of all payments Intrexon receives for upfronts, milestones and royalties under the Ares Trading Agreement. License Agreement—The University of Texas M. D. Anderson Cancer Center On January 13, 2015, the Company, together with Intrexon, entered into a License Agreement, or the MD Anderson License, with The University of Texas M.D. Anderson Cancer Center, or MD Anderson. Pursuant to the MD Anderson License, the Company and Intrexon hold an exclusive, worldwide license to certain technologies owned and licensed by MD Anderson including technologies relating to novel chimeric antigen receptor (CAR) T-cell therapies, non-viral gene transfer systems, genetic modification and/or propagation of immune cells and other cellular therapy approaches Natural Killer, or NK Cells and T cell receptors, or TCR’s arising from the laboratory of Laurence Cooper, M.D., Ph.D., who became the Chief Executive Officer of the Company on May 7, 2015 and was formerly a professor of pediatrics at MD Anderson and now currently a visiting scientist under that institution’s policies, as well as either co-exclusive or non-exclusive licenses under certain related technologies. Pursuant to the terms of the MD Anderson License, MD Anderson received consideration consisting of $50 million in shares of the Company’s common stock (or 10,124,561 shares), and $50 million in shares of Intrexon’s common stock, in each case based on a trailing 20 day volume weighted average of the closing price of the Company’s and Intrexon’s common stock ending on the date prior to the announcement of the entry into the MD Anderson License, collectively referred to as the License Shares, pursuant to the terms of the License Shares Securities Issuance Agreement described below. The License Shares were issued to MD Anderson on March 11, 2015 pursuant to the terms of the MD Anderson License. In addition, pursuant to the MD Anderson License, MD Anderson has agreed to transfer to the Company certain existing research programs described in the MD Anderson License and to grant to Intrexon and the Company certain additional technology rights related thereto. In connection with such transfer, the terms of the MD Anderson License also require the Company and Intrexon to enter into a research and development agreement with MD Anderson pursuant to which the Company will provide funding for certain research development, preclinical and clinical activities of MD Anderson for a period of three years, in an amount between $15 and $20 million per year. The first quarterly payment of $3.75 million due under this arrangement was paid on April 13, 2015 and is included in other current assets at June 30, 2015. The Company also made the second quarterly payment of $3.75 million on July 13, 2015. The term of the MD Anderson License expires on the last to occur of (a) the expiration of all patents licensed thereunder, or (b) the twentieth anniversary of the date of the License; provided, however, that following the expiration of the term of the MD Anderson License, the Company and Intrexon shall then have a fully-paid up, royalty free, perpetual, irrevocable and sublicensable license to use the licensed intellectual property thereunder. After ten years from the date of the MD Anderson License and subject to a 90-day cure period, MD Anderson will have the right to convert the MD Anderson License into a non-exclusive license if the Company and Intrexon are not using commercially reasonable efforts to commercialize the licensed intellectual property on a case-by-case basis. After five years from the date of the MD Anderson License and subject to a 180-day cure period, MD Anderson will have the right to terminate the MD Anderson License with respect to specific technology(ies) funded by the government or subject to a third party contract if the Company and Intrexon are not meeting the diligence requirements in such funding agreement or contract, as applicable. MD Anderson may also terminate the agreement with written notice upon material breach by the Company and Intrexon, if such breach has not been cured within 60 days of receiving such notice. In addition, the MD Anderson License will terminate upon the occurrence of certain insolvency events for both the Company and Intrexon and may be terminated by the mutual written agreement of the Company, Intrexon and MD Anderson. On January 9, 2015, in order to induce MD Anderson to enter into the MD Anderson License on an accelerated schedule, the Company and Intrexon entered into a letter agreement, or the Letter Agreement, pursuant to which MD Anderson received consideration of $7.5 million in shares of common stock (or 1,597,602 shares), and $7.5 million in shares of Intrexon’s common stock, in each case based on a trailing 20 day volume weighted average of the closing price of the Company’s and Intrexon’s common stock ending on the date prior to the execution of the Letter Agreement, collectively referred to as the Incentive Shares, in the event that the MD Anderson License was entered into on or prior to 8:00 am Pacific Time on January 14, 2015, referred to as the Accelerated Closing Deadline. The Incentive Shares were issued to MD Anderson on March 11, 2015 pursuant to the terms of the Incentive Shares Securities Issuance Agreement described below. In connection with the License and the issuance of the License Shares and the Incentive Shares, on January 13, 2015, the Company and MD Anderson entered into a Registration Rights Agreement, or the Registration Rights Agreement, pursuant to which the Company agreed to file a “resale” registration statement, or the Registration Statement, registering the resale of the License Shares, the Incentive Shares and any other shares of the Company’s common stock held by MD Anderson on the date that the Registration Statement is filed Under the Registration Rights Agreement, the Company is obligated to maintain the effectiveness of the Registration Statement until all securities therein are sold or are otherwise can be sold pursuant to Rule 144, without any restrictions. A prospectus supplement under the Company’s already effective registration statement on Form S-3 (File No. 333-201826), was filed on April 1, 2015 in satisfaction of the Company’s obligations under the Registration Rights Agreement. The Company has determined that the rights acquired in the MD Anderson License represent in process research and development with no alternative future use. Accordingly, the Company recorded a charge of $67.3 million to research and development expense representing the fair value of the 11,722,163 shares of its common stock on the date the MD Anderson License was executed. Ares Trading License and Collaboration Agreement On March 27, 2015, the Company and Intrexon entered into the Ares Trading Agreement with Ares Trading, a company within the pharmaceutical business of Merck KGaA, Darmstadt, Germany, through which the parties established a collaboration for the research and development and commercialization of Products (as defined below) for the prophylactic, therapeutic, palliative or diagnostic use for cancer in humans, which is referred to as the Field. The Ares Trading Agreement provides for the establishment of committees composed of Ares Trading and Intrexon representatives that will govern activities in, among others, the areas of project establishment, research plans and intellectual property. The Ares Trading Agreement grants Ares Trading an exclusive, worldwide, royalty-bearing, sub-licensable license under the Company’s and Intrexon’s patents, know-how and proprietary platform of research tools and technology necessary for the Company and Intrexon to perform their tasks directed towards the design, identification, culturing, and/or production of genetically modified cells to (a) generate and test Chimeric Antigen Receptor T-Cell Products (as defined in the Ares Trading Agreement) solely for the development, regulatory approval and commercialization of Products containing such Chimeric Antigen Receptor T-Cell Products pursuant to the licenses granted in clauses (b) and (c) of this paragraph; (b) develop and commercialize Products in the Field, worldwide, provided that such Products are not Out-of-Scope Products (as defined below) where Ares Trading has not exercised its Option (as defined below); and (c) commercialize the chimeric antigen receptor for Products. Exclusivity During the term of the Ares Trading Agreement, subject to the change in control provisions described below, neither the Company nor Intrexon may, directly or indirectly, clinically develop or commercialize any chimeric antigen receptor or Chimeric Antigen Receptor T-Cell Products in the Field other than pursuant to the Ares Trading Agreement, or grant any third party the right to research, develop or commercialize any chimeric antigen receptor or Chimeric Antigen Receptor T-Cell Products in the Field, other than pursuant to the Ares Trading Agreement, or, in the case of Intrexon, pursuant to its rights of independent development as described below. In addition, neither the Company nor Intrexon may, directly or indirectly, clinically develop or commercialize any chimeric antigen receptor or Chimeric Antigen Receptor T-Cell Products in the Field against a Target in animal health. If Ares Trading fails to exercise its Option with respect to an Out-of-Scope Target as described below, Ares Trading may not directly or indirectly, clinically develop or commercialize any Chimeric Antigen Receptor T-Cell Product against such Out-of-Scope Target under the Ares Trading Agreement. Consideration and Royalties Ares Trading paid an upfront fee of $115.0 million to Intrexon as consideration for entry into the Ares Trading Agreement. Intrexon will pay 50% of the fee to the Company in accordance with the ECP Amendment, discussed above. Ares Trading will, pursuant to the terms of the Ares Trading Agreement, pay Intrexon certain fees for the research and development activities related to the Products. Subject to certain expense allocations, Ares Trading will pay Intrexon royalties ranging from the lower-single digits to the lower-double digits of the net sales derived from the sale of Products developed under the Ares Trading Agreement, on a Product-by-Product and a country-by-country basis, which royalties are subject to increase under the Option, as described below. Royalty amounts are subject to adjustment, and the royalty term will terminate, based upon certain conditions as further described in the Ares Trading Agreement. In accordance with the ECP Amendment, Intrexon will pay to the Company 50% of all royalties that it receives under the Ares Trading Agreement. The Agreement initially covers two Targets (as defined below) for which Ares Trading must pay a cash fee. Ares Trading may elect additional Targets by paying Intrexon a cash fee. Milestones Ares Trading has to make certain payments to Intrexon upon Ares Trading’s achievement of designated milestones. Intrexon will pay 50% of all milestones that it receives under the Ares Trading Agreement to the Company under the ECP Amendment. These payments are payable in cash and are generally due within 30 days of the achievement of the relevant milestone. Development and commercial milestones Technical milestones Responsibilities For each Target selected by Ares Trading, Intrexon is responsible for conducting research and development and the manufacture and supply of Products for use in each Phase 1 clinical trial. Ares Trading is responsible for manufacturing and supplying Products for development use after each Phase 1 clinical trial and for commercialization in the Field. “Product” means (a) any pharmaceutical product containing a Chimeric Antigen Receptor T-Cell Product developed by Intrexon under a research program for which the joint steering committee established under the Ares Trading Agreement determines to file an investigational new drug application or under a research program for which Ares Trading has exercised the Option (as defined below) or (b) any pharmaceutical product containing a Chimeric Antigen Receptor T-Cell Product developed by or on behalf of Ares Trading that is a derivative of or is otherwise developed from or based upon a Chimeric Antigen Receptor T-Cell Product described in clause (a). “Target” means a unique molecular species or combination thereof (or naturally occurring allelic variant, glycosylation variant, or mutant thereof) that (a) is chemically distinct from other molecules, (b) is a human peptide, protein, polysaccharide or lipid, and (c) wherein a binding entity derives recognized therapeutic value from binding such molecular species. Option Intrexon may suggest a Target to Ares Trading, and if Ares Trading decides not to include such Target in a research program, it would be deemed to be an “Out-of-Scope Target” under the Ares Trading Agreement, Intrexon may, subject to certain conditions, independently exploit Products directed toward such Out-of-Scope Target at its own cost. The Ares Trading Agreement refers to such products as Out-of-Scope Products. Notwithstanding the foregoing, Intrexon may not develop a cell targeting an Out-of-Scope Target in the Field that according to the term defined in the Agreement would qualify as a “Competitive Product.” At the stage of finalization of the Phase 1 clinical trial enrollment of the first Out-of-Scope Product related to the Out-of-Scope Target, Ares Trading may exercise an option, or the Option, to make the Out-of-Scope Product a Product under the Ares Trading Agreement by notifying Intrexon it is doing so and by paying Intrexon a cash fee and paying increased royalties to Intrexon on such Product covered by the exercise of Ares Trading’s Option, subject to the other terms and conditions relating to royalty payments. If Ares Trading does not exercise the Option related to an Out-of-Scope Target and Out-of-Scope Product, Intrexon may further exploit such Out-of-Scope Target and Out-of-Scope Product independently from Ares Trading (subject to the restrictions on Intrexon contained in the Ares Trading Agreement, including Intrexon’s obligation not to develop a Competitive Product), in consideration for which (i) Intrexon must pay to Ares Trading a lower double digit percentage of all financial and non-financial consideration received by Intrexon for or in connection with such Out-of-Scope Product, up to a capped amount, which is referred to as the One-Time Intrexon Program Option Fee and (ii) once the One-Time Intrexon Program Option Fee has been paid by Intrexon, Intrexon must provide a credit to Ares Trading under the Ares Trading Agreement, subject to certain conditions, of a mid-single digit percentage of all financial and non-financial consideration received by Intrexon for or in connection with such Out-of-Scope Target or Out-of-Scope Product. Termination and Change in Control Ares Trading may voluntarily terminate, on a Product-by-Product and country-by-country basis or in its entirety, the Ares Trading Agreement upon 90 days’ written notice to Intrexon. Intrexon and Ares Trading may each terminate the Ares Trading Agreement if the other party materially breaches the Ares Trading Agreement and fails to cure the breach. Upon termination of the Ares Trading Agreement, Ares Trading, upon written notice to Intrexon, may continue to develop and commercialize any Product (i) for which a Phase 3 clinical trial has been initiated and of which development has not been terminated by Ares Trading or (ii) that is then being commercialized by Ares Trading. The Option and the payment obligations due to Ares Trading each survive termination of the Ares Trading Agreement with respect to research programs initiated by Intrexon for Out-of-Scope Products started before the effective date of termination. If either the Company or Intrexon, which for purposes of this paragraph, is referring to as the Acquiring Party, acquires a third party that has a program competitive to that described under the Ares Trading Agreement, the Acquiring Party may either divest such competitive program within 12 months or include all products under the acquired program as Out-of-Scope Products, which would then become subject to the Option. If any of the Company, Intrexon, or Ares Trading, which for purposes of this paragraph, is referring to as the Acquired Party, merges with or consolidates with or is acquired by a third party the exclusivity obligations applicable to such person, as described above, will not apply, so long as (i) the competitive program does not use any intellectual property of the Acquired Party or Ares Trading, and (ii) does not utilize services of the personnel of the Acquired Party. License Agreement with DEKK-Tec, Inc. On October 15, 2004, the Company entered into a license agreement with DEKK-Tec, Inc., or DEKK-Tec, pursuant to which it was granted an exclusive, worldwide license for palifosfamide. In consideration for the license rights, DEKK-Tec is entitled to receive payments upon achieving certain milestones in varying amounts which on a cumulative basis may total $4.0 million. Of the aggregate milestone payments, most will be creditable against future royalty payments as referenced below. Additionally, the Company issued DEKK-Tec an option to purchase 27,616 shares of the Company’s common stock for $0.02 per share, of which 13,808 options are still outstanding. DEKK-Tec is entitled to receive single digit percentage royalty payments on the sales of palifosfamide should it be approved for commercial sale. The Company’s obligation to pay royalties will terminate on a country-by-country basis upon the expiration of all valid claims of patents in such country covering licensed product, subject to earlier termination in the event of defaults by the parties under the license agreement. No milestones under the license agreement have been reached or expensed since 2010. License Agreement with Southern Research Institute On December 22, 2004, the Company entered into an Option Agreement with the Southern Research Institute, or SRI, pursuant to which the Company was granted an exclusive option to obtain an exclusive license to SRI’s interest in certain intellectual property, including exclusive rights related to certain isophosphoramide mustard analogs. On February 5, 2007, the Company exercised its option and entered into an exclusive license agreement. Under the license agreement, the Company is required to remit minimum annual royalty payments of $25 thousand until the first commercial sale of a licensed product. These payments were made for the years ended December 31, 2014, 2013, and 2012. The Company may be required to make payments upon achievement of certain milestones in varying amounts which on a cumulative basis could total up to $775 thousand. In addition, SRI will be entitled to receive single digit percentage royalty payments on the sales of a licensed product in any country until all licensed patents rights in that country which are utilized in the product have expired. No milestones under the license agreement have been reached or expensed since the agreement’s inception. Patent and Technology License Agreement—The University of Texas M. D. Anderson Cancer Center and the Texas A&M University System. On August 24, 2004, the Company entered into a patent and technology license agreement with The Board of Regents of the University of Texas System, acting on behalf of The University of Texas M. D. Anderson Cancer Center and the Texas A&M University System, which the Company refers to, collectively, as the Licensors. Under this agreement, the Company was granted an exclusive, worldwide license to rights (including rights to U.S. and foreign patent and patent applications and related improvements and know-how) for the manufacture and commercialization of two classes of organic arsenicals (water- and lipid-based) for human and animal use. The class of water-based organic arsenicals includes darinaparsin. The Company issued options to purchase 50,222 shares outside of the Company’s stock option plans following the successful completion of certain clinical milestones, of which 37,666 have vested. The remaining 12,556 shares will vest upon enrollment of the first patient in a multi-center pivotal clinical trial i.e. a human clinical trial intended to provide the substantial evidence of efficacy necessary to support the filing of an approvable New Drug Application, or NDA. In addition, the Licensors are entitled to receive certain milestone payments. The Company may be required to make additional payments upon achievement of certain other milestones in varying amounts which on a cumulative basis could total up to an additional $4.5 million. In addition, the Licensors are entitled to receive single digit percentage royalty payments on sales from a licensed product and will also be entitled to receive a portion of any fees that the Company may receive from a possible sublicense under certain circumstances. The license agreement also contains other provisions customary and common in similar agreements within the industry, such as the right to sublicense the Company’s rights under the agreement. On July 31, 2014, the Company amended and restated the License and Collaboration Agreement between the Company and Solasia Pharma K.K. or Solasia (see below), granting Solasia an exclusive worldwide license to develop and commercialize darinaparsin, and related organoarsenic molecules, in both intravenous and oral forms in all indications for human use. Solasia will be responsible for all costs related to the development, manufacturing and commercialization of darinaparsin. The Licensors will receive a portion of all milestone and royalty payments made by Solasia to the Company in accordance with the terms of the Company’s license agreement with the Licensors. Collaboration Agreement with Solasia Pharma K.K. On March 7, 2011, the Company entered into a License and Collaboration Agreement with Solasia Pharma K.K., or Solasia. Pursuant to the License and Collaboration Agreement, the Company granted Solasia an exclusive license to develop and commercialize darinaparsin in both IV and oral forms and related organic arsenic molecules, in all indications for human use in a pan- Asian/Pacific territory comprised of Japan, China, Hong Kong, Macau, Republic of Korea, Taiwan, Singapore, Australia, New Zealand, Malaysia, Indonesia, Philippines and Thailand. As consideration for the license, the Company received an upfront payment of $5.0 million to be used exclusively for further clinical development of darinaparsin outside of the pan-Asian/Pacific territory, and will be entitled to receive additional payments of up to $32.5 million in development-based milestones and up to $53.5 million in sales-based milestones. The Company will also be entitled to receive double digit royalty payments from Solasia based upon net sales of licensed products in the applicable territories, once commercialized, and a percentage of sublicense revenues generated by Solasia. Under the License and Collaboration Agreement, the Company provided Solasia with drug product to conduct clinical trials. These transfers were accounted for as a reduction of research and development costs and an increase in collaboration receivables. The agreement provides that Solasia will be responsible for the development and commercialization of darinaparsin in the pan-Asian/Pacific territory. On July 31, 2014, the Company entered into an amendment and restatement of the License and Collaboration Agreement granting Solasia an exclusive worldwide license to develop and commercialize darinaparsin, and related organoarsenic molecules, in both intravenous and oral forms in all indications for human use. In exchange, the Company will be eligible to receive from Solasia development-and sales-based milestones, a royalty on net sales of darinaparsin, once commercialized, and a percentage of any sublicense revenues generated by Solasia. Solasia will be responsible for all costs related to the development, manufacturing and commercialization of darinaparsin. The Company’s Licensors will receive a portion of all milestone and royalty payments made by Solasia to the Company in accordance with the terms of the Company’s license agreement with the Licensors. The $5.0 million upfront payment received in March 2011 is being amortized over the period of the Company’s research and development effort. The Company originally estimated this period to be 75 months. In accordance with the amended and restated License and Collaboration Agreement with Solasia, the Company is no longer obligated to continue their research and development efforts in connection with the |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions | 7. Related Party Transactions On January 6, 2011, the Company entered into an Exclusive Channel Partner Agreement, or Channel Agreement, which is referred to as the Channel Agreement, with Intrexon. The Company’s director, Randall J. Kirk, is the CEO, a director, and the largest stockholder of Intrexon. On March 27, 2015, the Company and Intrexon entered into a Second Amendment to Exclusive Channel Partner Agreement amending the Channel Agreement, which is referred to as the ECP Amendment. The ECP Amendment modified the scope of the parties’ collaboration under the Channel Agreement in connection with the worldwide License and Collaboration Agreement, or the Ares Trading Agreement, which the Company and Intrexon entered into with Ares Trading S.A., or Ares Trading, on March 27, 2015. The ECP Amendment provided that Intrexon will pay to the Company fifty percent of all payments that Intrexon receives for upfronts, milestones and royalties under the Ares Trading Agreement (see Note 6). The Amendment also reduces Intrexon’s aggregate commitment under a Stock Purchase Agreement that the parties executed in connection with the Existing ECP Agreement to purchase the Company’s common stock from $50.0 million to $43.5 million, which has been satisfied. On January 13, 2015, the Company, together with Intrexon, entered into a license agreement with MD Anderson, which is referred to as the License. Pursuant to the License, the Company and Intrexon hold an exclusive, worldwide license to certain technologies owned and licensed by MD Anderson including technologies relating to novel CAR-T cell therapies arising from the laboratory of Laurence Cooper, M.D., Ph.D., the Chief Executive Officer of the Company, formerly a professor of pediatrics at MD Anderson and now currently a visiting scientist under that institution’s policies, as well as either co-exclusive or non-exclusive licenses under certain related technologies. In partial consideration for entering into the MD Anderson License, the Company also entered into a letter agreement with Intrexon and MD Anderson on January 9, 2015, which is referred to as the Letter Agreement, as well as a Securities Issuance Agreement, which is referred to as the License Shares Securities Issuance Agreement, another Securities Issuance Agreement, which is referred to as the Incentive Shares Securities Issuance Agreement, and a Registration Rights Agreement, which is referred to as the MD Anderson Registration Rights Agreement, with MD Anderson on January 13, 2015. As a result of the common stock issued to MD Anderson in connection with these transactions, MD Anderson became a beneficial holder of more than five percent of the Company’s common stock. (See Note 6). On February 2, 2015, Intrexon purchased 1,440,000 shares of common stock in the Company’s public offering (see Note 2) upon the same terms as others that participated in the offering. On June 29, 2015, the Company purchased 3,711 shares of common stock from Intrexon, at a discount of 5% to the closing price of the Company’s common stock on the date of purchase, which represented fractional shares that resulted from Intrexon’s special stock dividend of the Company’s shares to Intrexon’s shareholders, for $34 thousand. During the six months ended June 30, 2015, the Company expensed $7.4 million for services performed by Intrexon, of which $5.6 million is included within current liabilities. During the six months ended June 30, 2014, the Company expensed $5.6 million for services performed by Intrexon, of which $2.2 million was recorded within current liabilities. |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2015 | |
Warrants | 8. Warrants The Company has issued both warrants that are accounted for as liabilities and warrants that are accounted for as equity instruments. The Company follows accounting standards that provide guidance in assessing whether an equity-issued financial instrument is indexed to an entity’s own stock for purposes of determining whether a financial instrument should be treated as a derivative and classified as a liability. Accounting standards require that liability classified warrants be recorded at their fair value at each financial reporting period and the resulting gain or loss be recorded as other income (expense) in the Statements of Operations. Fair value is measured using the Binomial/Monte Carlo valuation model. There were no warrants outstanding at June 30, 2015 or December 31, 2014. Liability-Classified Warrants In connection with the December 2009 public offering, the Company issued warrants to purchase an aggregate of 8,206,520 shares of common stock, including the investor warrants and 464,520 warrants issued to the underwriters. The warrants had a 5 year term and expired in December 2014. Subject to certain exceptions, these warrants provided anti-dilution protection in the event the Company should subsequently issue common stock or common stock equivalents at a price less than the exercise price of the warrants then in effect. The Company assessed whether the 2009 Warrants require accounting as derivatives. The Company determined that these warrants were not indexed to the Company’s own stock in accordance with accounting standards codification Topic 815, Derivatives and Hedging The Company used the Binomial/Monte Carlo valuation model to estimate the value of the liability-classified warrants. The following assumptions were used in the Binomial/Monte Carlo valuation model at June 30, 2014: 2014 Risk-free interest rate 0.06 % Expected life in years 0.44 Expected volatility 70 % Expected dividend yield 0 Steps per year 54 The change in the fair value of the warrant liability resulted in a gain of $5.6 million and $5.7 million for the three and six months ended June 30, 2014, respectively. The change in the fair value of the warrant liability was charged to other income (expense) in the statements of operations. During the six months ended June 30, 2014 there were 43,300 warrants exercised for 21,977 shares of common stock. |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2015 | |
Common Stock | 9. Common Stock On February 3, 2015, the Company entered into an underwriting agreement with J.P. Morgan Securities LLC, as representative of the several underwriters named therein, relating to the issuance and sale of 10,000,000 shares of the Company’s common stock. The price to the public in the offering was $8.75 per share, and the underwriters agreed to purchase the shares from the Company pursuant to the underwriting agreement at a purchase price of $8.225 per share. Under the terms of the underwriting agreement, the Company also granted the underwriters an option, exercisable for 30 days, to purchase up to an additional 1,500,000 shares of common stock at a purchase price of $8.225 per share. The offering was made pursuant to the Company’s effective registration statement on Form S-3 (File No. 333-201826) previously filed with the SEC, and a prospectus supplement thereunder. The underwriters purchased the 10,000,000 shares and the additional 1,500,000 shares on February 9 and 17, 2015, respectively. The net proceeds from the offering were approximately $94.3 million after deducting underwriting discounts and estimated offering expenses payable by the Company. On January 13, 2015, the Company, together with Intrexon, entered into the MD Anderson License with MD Anderson. Pursuant to the License, the Company and Intrexon hold an exclusive, worldwide license to certain technologies owned and licensed by MD Anderson including technologies relating to novel chimeric antigen receptor (CAR) T-cell therapies arising from the laboratory of Laurence Cooper, M.D., Ph.D., at MD Anderson, as well as either co-exclusive or non-exclusive licenses under certain related technologies. Pursuant to the terms of the MD Anderson License, MD Anderson received consideration of $50 million in shares of the Company’s common stock (or 10,124,561 shares), and $50 million in shares of Intrexon’s common stock in each case based on a trailing 20 day volume weighted average of the closing price of the Company’s and Intrexon’s common stock ending on the date prior to the announcement of the entry into the MD Anderson License, collectively referred to as the License Shares, pursuant to the terms of the License Shares Securities Issuance Agreement. The License Shares were issued on March 11, 2015. On January 9, 2015, in order to induce MD Anderson to enter into the MD Anderson License on an accelerated schedule, the Company and Intrexon entered into the Letter Agreement, pursuant to which MD Anderson received consideration of $7.5 million in shares of the Company’s common stock (or 1,597,602 shares), and $7.5 million in shares of Intrexon’s common stock in each case based on a trailing 20 day volume weighted average of the closing price of the Company’s and Intrexon’s common stock ending on the date prior to the Letter Agreement, collectively referred to as the Incentive Shares, in the event that the MD Anderson License was entered into on or prior to 8:00 am pacific time on January 14, 2015, referred to as the Accelerated Closing Deadline. The Incentive Shares were issued on March 11, 2015. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2015 | |
Stock-Based Compensation | 10. Stock-Based Compensation The Company recognized stock-based compensation expense on all employee and non-employee awards as follows: For the three months ended June 30, For the six months ended June 30, (in thousands) 2015 2014 2015 2014 Research and development $ 316 $ 410 $ 610 $ 786 General and administrative 3,169 802 3,967 1,649 Stock-based employee compensation expense $ 3,485 $ 1,212 $ 4,577 $ 2,435 The Company granted an aggregate of 1,800 and 51,800 stock options during the three and six months ended June 30, 2015 with a weighted-average grant date fair value of $6.85 and $6.59 per share, respectively. The Company granted an aggregate of 23,800 and 104,300 stock options during the three and six months ended June 30, 2014 with a weighted-average grant date fair value of $2.84 and $3.23 per share, respectively. On March 31, 2014, the Company extended the contractual life of 71,167 fully vested stock options held by one employee by an additional 9 months. On March 31, 2014, the Company extended the contractual life of 33,333 fully vested stock options and 66,667 unvested stock options held by one employee. On September 8, 2014, the Company extended the contractual life of 82,834 fully vested stock options and 23,333 unvested stock options held by one employee by an additional 3 months. On September 15, 2014, the Company extended the contractual life of 39,167 fully vested stock options and 113,333 unvested stock options held by one employee. On June 17, 2015, the Company extended the contractual life of 157,500 fully vested stock options held by a director. For the three months ended June 30, 2015 and 2014, the fair value of stock options was estimated on the date of grant using a Black-Scholes option valuation model with the following assumptions: For the three months ended June 30, 2015 2014 Risk-free interest rate 1.69 % 1.98 % Expected life in years 6 6 Expected volatility 85.57 % 94.07 % Expected dividend yield 0 0 Stock option activity under the Company’s stock option plan for the three months ended June 30, 2015 is as follows: (in thousands, except share and per share data) Number of Weighted- Weighted- Aggregate Outstanding, December 31, 2014 6,505,663 $ 4.07 Granted 51,800 9.11 Exercised (2,860,299 ) 3.97 Cancelled (153,833 ) 4.13 Outstanding, June 30, 2015 3,543,331 $ 4.23 3.89 $ 27,534 Vested and unvested expected to vest at June 30, 2015 3,491,349 $ 4.12 5.76 $ 27,130 Options exercisable, June 30, 2015 1,912,531 $ 4.12 5.76 $ 15,074 Options exercisable, December 31, 2014 3,781,162 $ 4.10 5.80 $ 4,130 Options available for future grant 3,635,802 At June 30, 2015, total unrecognized compensation costs related to unvested stock options outstanding amounted to $4.2 million. The cost is expected to be recognized over a weighted-average period of 1.49 years. During the three months ended June 30, 3015, the Company issued 1,050,000 shares of restricted stock to employees, which vests ratably in annual installments over three years, commencing on the first anniversary of the grant date. No shares of restricted stock were issued during the three or six months ended June 30, 2014. A summary of the status of unvested restricted stock for the three months ended June 30, 2015 is as follows: Number of Shares Weighted-Average Non-vested, December 31, 2014 144,508 $ 4.70 Granted 1,050,000 9.35 Vested (70,991 ) 4.62 Cancelled — — Non-vested, June 30, 2015 1,123,517 $ 9.05 At June 30, 2015, total unrecognized compensation costs related to unvested restricted stock outstanding amounted to $9.5 million. The cost is expected to be recognized over a weighted-average period of 1.93 years. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | Assets and liabilities measured at fair value on a recurring basis as of June 30, 2015 and December 31, 2014 were as follows: ($ in thousands) Fair Value Measurements at Reporting Date Using Description Balance as of Quoted Prices in Significant Other Significant Cash equivalents $ 115,901 $ 115,901 $ — $ — ($ in thousands) Fair Value Measurements at Reporting Date Using Description Balance as of Quoted Prices in Significant Other Significant Cash equivalents $ 37,290 $ 37,290 $ — $ — |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Potential Dilutive Shares Excluded from Computation of Diluted Net Loss Per Share | The Company’s potential dilutive shares, which include outstanding common stock options, unvested restricted stock and warrants, have not been included in the computation of diluted net loss per share for any of the periods presented as the result would be anti-dilutive. Such potential shares of common stock at June 30, 2015 and 2014 consisted of the following: June 30, 2015 2014 Stock options 3,543,331 6,041,162 Unvested restricted common stock 1,123,517 295,496 Warrants — 10,496,467 4,666,848 16,833,125 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Assumptions Used in Binomial and Monte Carlo Valuation Model | The following assumptions were used in the Binomial/Monte Carlo valuation model at June 30, 2014: 2014 Risk-free interest rate 0.06 % Expected life in years 0.44 Expected volatility 70 % Expected dividend yield 0 Steps per year 54 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Stock-Based Compensation Expense on All Employee and Non-Employee Awards | The Company recognized stock-based compensation expense on all employee and non-employee awards as follows: For the three months ended June 30, For the six months ended June 30, (in thousands) 2015 2014 2015 2014 Research and development $ 316 $ 410 $ 610 $ 786 General and administrative 3,169 802 3,967 1,649 Stock-based employee compensation expense $ 3,485 $ 1,212 $ 4,577 $ 2,435 |
Fair Value of Stock Options Assumptions Using Black-Scholes Option Valuation Model | For the three months ended June 30, 2015 and 2014, the fair value of stock options was estimated on the date of grant using a Black-Scholes option valuation model with the following assumptions: For the three months ended June 30, 2015 2014 Risk-free interest rate 1.69 % 1.98 % Expected life in years 6 6 Expected volatility 85.57 % 94.07 % Expected dividend yield 0 0 |
Stock Option Activity Under Stock Option Plan | Stock option activity under the Company’s stock option plan for the three months ended June 30, 2015 is as follows: (in thousands, except share and per share data) Number of Weighted- Weighted- Aggregate Outstanding, December 31, 2014 6,505,663 $ 4.07 Granted 51,800 9.11 Exercised (2,860,299 ) 3.97 Cancelled (153,833 ) 4.13 Outstanding, June 30, 2015 3,543,331 $ 4.23 3.89 $ 27,534 Vested and unvested expected to vest at June 30, 2015 3,491,349 $ 4.12 5.76 $ 27,130 Options exercisable, June 30, 2015 1,912,531 $ 4.12 5.76 $ 15,074 Options exercisable, December 31, 2014 3,781,162 $ 4.10 5.80 $ 4,130 Options available for future grant 3,635,802 |
Summary of Unvested Restricted Stock | A summary of the status of unvested restricted stock for the three months ended June 30, 2015 is as follows: Number of Shares Weighted-Average Non-vested, December 31, 2014 144,508 $ 4.70 Granted 1,050,000 9.35 Vested (70,991 ) 4.62 Cancelled — — Non-vested, June 30, 2015 1,123,517 $ 9.05 |
Business - Additional Informati
Business - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Nature Of Operations [Line Items] | ||
Accumulated deficit | $ (465,054) | $ (372,612) |
Financings - Additional Informa
Financings - Additional Information (Detail) - J.P. Morgan Securities Inc. - USD ($) $ / shares in Units, $ in Millions | Feb. 17, 2015 | Feb. 03, 2015 |
Class of Stock [Line Items] | ||
Stock issued during period | 1,500,000 | 10,000,000 |
Issuance & sale of common stock in public offering price per share | $ 8.75 | |
Option granted, exercisable period | 30 days | |
Sale of stock price per share | $ 8.225 | |
Net proceeds from issuance of common stock | $ 94.3 |
Assets and Liabilities Measured
Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 115,901 | $ 37,290 |
Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 115,901 | $ 37,290 |
Potential Dilutive Shares Exclu
Potential Dilutive Shares Excluded from Computation of Diluted Net Loss Per Share (Detail) - shares | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 4,666,848 | 16,833,125 |
Stock Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 3,543,331 | 6,041,162 |
Restricted Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 1,123,517 | 295,496 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 10,496,467 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Jul. 13, 2015USD ($) | May. 22, 2015USD ($) | Apr. 13, 2015USD ($) | Mar. 31, 2015USD ($) | Jan. 13, 2015USD ($)shares | Jan. 09, 2015USD ($)shares | Aug. 30, 2013ft² | Jun. 27, 2013USD ($) | Mar. 07, 2011USD ($) | Jan. 06, 2011 | Aug. 24, 2004Patent | Jun. 30, 2015USD ($)ft²$ / sharesshares | Mar. 31, 2015USD ($) | Jun. 30, 2014USD ($)shares | Jun. 30, 2015USD ($)ft²Agreement$ / sharesshares | Jun. 30, 2014USD ($)shares | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2012USD ($)ft² | Dec. 31, 2011USD ($)ft² | Oct. 15, 2014USD ($) | Nov. 02, 2012USD ($) | Jun. 30, 2012USD ($)ft² | Jan. 31, 2012ft² |
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Loss on disposal of fixed assets | $ 1,000 | |||||||||||||||||||||||
Total rent Expense | 477,000 | $ 305,000 | ||||||||||||||||||||||
Deferred rent - current portion | $ 399,000 | 399,000 | $ 280,000 | |||||||||||||||||||||
Deferred rent-non-current portion | 470,000 | 470,000 | 570,000 | |||||||||||||||||||||
Deferred rent liability net | 869,000 | 869,000 | 850,000 | |||||||||||||||||||||
Research and development arrangement Terms | In connection with such transfer, the terms of the MD Anderson License also require the Company and Intrexon to enter into a research and development agreement with MD Anderson pursuant to which the Company will provide funding for certain research development, preclinical and clinical activities of MD Anderson for a period of three years | |||||||||||||||||||||||
Research and Development Expense | 7,424,000 | $ 8,346,000 | 81,673,000 | 14,888,000 | ||||||||||||||||||||
Research and Development Service Agreement Quarterly Payment | $ 3,750,000 | |||||||||||||||||||||||
Research contract revenue | 272,000 | 200,000 | 544,000 | $ 400,000 | ||||||||||||||||||||
Deferred revenue - current portion | $ 816,000 | $ 816,000 | 1,360,000 | |||||||||||||||||||||
Estimated upfront payment for research and development funding earning period | 75 months | |||||||||||||||||||||||
Subsequent Event | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Research and Development Service Agreement Quarterly Payment | $ 3,750,000 | |||||||||||||||||||||||
DEKK Tec Inc | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Milestone maximum payment | $ 4,000,000 | |||||||||||||||||||||||
Option to purchase common stock | shares | 27,616 | |||||||||||||||||||||||
Sale of stock price per share | $ / shares | $ 0.02 | $ 0.02 | ||||||||||||||||||||||
Outstanding options to purchase common stock | shares | 13,808 | 13,808 | ||||||||||||||||||||||
The University of Texas M.D. Anderson Cancer Center and The Texas A & M University System | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Milestone maximum payment | $ 4,500,000 | $ 4,500,000 | ||||||||||||||||||||||
Option to purchase common stock | shares | 50,222 | |||||||||||||||||||||||
Number of products | Patent | 2 | |||||||||||||||||||||||
The University of Texas M.D. Anderson Cancer Center and The Texas A & M University System | Upon enrollment of the first patient in a multi-center pivotal clinical trial | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Shares expected to vest | shares | 12,556 | 12,556 | ||||||||||||||||||||||
Solasia | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Upfront payment received | $ 5,000,000 | |||||||||||||||||||||||
Solasia | Development-based milestones | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Expected Additional milestone payments to be received | $ 32,500,000 | |||||||||||||||||||||||
Solasia | Sales-based milestones | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Expected Additional milestone payments to be received | 53,500,000 | |||||||||||||||||||||||
Harmon Hill LLC | Collaboration Agreement | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Payment for consulting services fee | $ 45,000 | $ 45,000 | $ 90,000 | $ 90,000 | ||||||||||||||||||||
Novella Clinical, Inc. | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Milestone maximum payment | $ 790,000 | |||||||||||||||||||||||
Number of amendments signed | Agreement | 2 | |||||||||||||||||||||||
Novella Clinical, Inc. | Upon three clinical milestones | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Installment payments | $ 10,000 | 236,000 | ||||||||||||||||||||||
Southern Research Institute | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Milestone maximum payment | 775,000 | |||||||||||||||||||||||
Royalty payment | 25,000 | $ 25,000 | $ 25,000 | |||||||||||||||||||||
Baxter Healthcare Corporation | Upon the successful U.S. IND application for indibulin | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Installment payments | $ 0 | 250,000 | 250,000 | |||||||||||||||||||||
Monthly Payment | Harmon Hill LLC | Collaboration Agreement | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Payment for consulting services fee | $ 15,000 | |||||||||||||||||||||||
Per Product | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Payments for development and commercial milestones per Product | 413,000,000 | |||||||||||||||||||||||
First Two Products | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Payments for development and commercial milestones per Product | 826,000,000 | |||||||||||||||||||||||
Minimum | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Research and Development Expense | $ 15,000,000 | |||||||||||||||||||||||
Maximum | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Research and Development Expense | 20,000,000 | |||||||||||||||||||||||
License Agreement | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Research and Development Expense | $ 67,300,000 | |||||||||||||||||||||||
Issuance of common stock in licensing agreement, shares | shares | 11,722,163 | |||||||||||||||||||||||
Intrexon Corporation | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Contract termination description | The Company's obligation to pay 50% of net profits or revenue described above with respect to these "retained" products will survive termination of the Channel Agreement. | |||||||||||||||||||||||
Percentage of up licensing fee paid | 50.00% | |||||||||||||||||||||||
Percentage of royalty paid | 50.00% | |||||||||||||||||||||||
Milestone payments, percentage | 50.00% | |||||||||||||||||||||||
Intrexon Corporation | Quarterly Payment | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Percent of company net profit | 50.00% | |||||||||||||||||||||||
Percentage of revenue agreed to pay which is obtained from sublicensor | 50.00% | |||||||||||||||||||||||
Intrexon Corporation | Letter Agreement | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Cash consideration for license agreement | $ 7,500,000 | |||||||||||||||||||||||
Intrexon Corporation | License Agreement | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Cash consideration for license agreement | $ 50,000,000 | |||||||||||||||||||||||
Ziopharm | Letter Agreement | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Common stock issued for cash | shares | 1,597,602 | |||||||||||||||||||||||
Cash consideration for license agreement | $ 7,500,000 | |||||||||||||||||||||||
Ziopharm | License Agreement | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Common stock issued for cash | shares | 10,124,561 | |||||||||||||||||||||||
Cash consideration for license agreement | $ 50,000,000 | |||||||||||||||||||||||
ARES Trading S.A. | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Licensing fee | $ 115,000,000 | |||||||||||||||||||||||
New York, NY | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Office space under operating lease | ft² | 7,259 | 6,251 | ||||||||||||||||||||||
Letter of credit | $ 388,000 | $ 388,000 | $ 388,000 | $ 388,000 | ||||||||||||||||||||
Additional office space under operating lease | ft² | 1,008 | |||||||||||||||||||||||
Operating lease expiration month and year | 2018-10 | |||||||||||||||||||||||
Loss on sublease | 729,000 | |||||||||||||||||||||||
Remaining contractual obligation | 2,300,000 | |||||||||||||||||||||||
Sublease revenue from subtenant | 1,600,000 | |||||||||||||||||||||||
Loss on disposal of fixed assets | (392,000) | |||||||||||||||||||||||
Boston, MA | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Office space under operating lease | ft² | 21,184 | 21,184 | ||||||||||||||||||||||
Operating lease expiration month and year | 2016-08 | 2016-08 | ||||||||||||||||||||||
Loss on sublease | 42,000 | |||||||||||||||||||||||
Remaining contractual obligation | 367,000 | |||||||||||||||||||||||
Sublease revenue from subtenant | $ 105,000 | $ 325,000 | ||||||||||||||||||||||
Security deposits | $ 17,000 | $ 127,000 | $ 127,000 | |||||||||||||||||||||
Area under sublease agreement | ft² | 5,249 | |||||||||||||||||||||||
Security deposit from subtenant | $ 20,000 | |||||||||||||||||||||||
Boston, MA | The first floor | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Loss on sublease | $ 167,000 | |||||||||||||||||||||||
Operating lease space | ft² | 5,249 | |||||||||||||||||||||||
Boston, MA | The second floor | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Office space under operating lease | ft² | 4,113 | |||||||||||||||||||||||
Operating lease space | ft² | 8,538 | |||||||||||||||||||||||
Boston, MA | The third floor | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Operating lease space | ft² | 6,959 | |||||||||||||||||||||||
Boston, MA | The four floor | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Office space under operating lease | ft² | 9,800 | |||||||||||||||||||||||
Security deposits | $ 41,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 29, 2015 | Mar. 27, 2015 | Feb. 02, 2015 | Jan. 06, 2011 | Jun. 30, 2015 | Jun. 30, 2014 |
Related Party Transaction [Line Items] | ||||||
Commitment to purchase common stock | $ 34 | |||||
Stock buy back | $ 34 | |||||
Md Anderson Cancer Center | Minimum | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership percentage | 5.00% | |||||
Intrexon Corporation | ||||||
Related Party Transaction [Line Items] | ||||||
Commitment to purchase common stock | $ 43,500 | $ 50,000 | ||||
Percentage of commitment for payments from receipts of upfronts, milestones and royalties | 50.00% | |||||
Stock issued during period | 1,440,000 | |||||
Stock buy back (Shares) | 3,711 | |||||
Stock buy back | $ 34 | |||||
Share buy back discount on closing price | 5.00% | |||||
Amounts paid for services incurred | $ 7,400 | $ 5,600 | ||||
Amount due to related party, current | $ 5,600 | $ 2,200 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2009 | |
Class of Warrant or Right [Line Items] | ||||
Warrants to purchase an aggregate of shares of common stock | 8,206,520 | |||
Warrant term | 5 years | |||
Warrants expiration date | 2014-12 | |||
Change in fair value of warrants | $ 5,600 | $ 5,682 | ||
Warrants exercised | 43,300 | |||
Conversion of Warrants to Common Stock | 21,977 | |||
J. P. Morgan Securities LLC | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants issued | 464,520 |
Assumptions Used In Binomial Va
Assumptions Used In Binomial Valuation Model and Black-Scholes Valuation Model (Detail) - 6 months ended Jun. 30, 2014 - Black Scholes Option Pricing Model - Warrants | Total |
Class of Warrant or Right [Line Items] | |
Risk-free interest rate | 0.06% |
Expected life in years | 5 months 9 days |
Expected volatility | 70.00% |
Expected dividend yield | 0.00% |
Steps per year | 54 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Feb. 17, 2015 | Feb. 03, 2015 | Feb. 02, 2015 | Jan. 13, 2015 | Jan. 09, 2015 |
Intrexon Corporation | |||||
Class of Stock [Line Items] | |||||
Stock issued during period | 1,440,000 | ||||
License Agreement | Ziopharm | |||||
Class of Stock [Line Items] | |||||
Common stock issued for cash | 10,124,561 | ||||
Cash consideration for license agreement | $ 50 | ||||
License Agreement | Intrexon Corporation | |||||
Class of Stock [Line Items] | |||||
Cash consideration for license agreement | $ 50 | ||||
Letter Agreement | Ziopharm | |||||
Class of Stock [Line Items] | |||||
Common stock issued for cash | 1,597,602 | ||||
Cash consideration for license agreement | $ 7.5 | ||||
Letter Agreement | Intrexon Corporation | |||||
Class of Stock [Line Items] | |||||
Cash consideration for license agreement | $ 7.5 | ||||
J.P. Morgan Securities Inc. | |||||
Class of Stock [Line Items] | |||||
Stock issued during period | 1,500,000 | 10,000,000 | |||
Issuance & sale of common stock in public offering price per share | $ 8.75 | ||||
Option granted, exercisable period | 30 days | ||||
Sale of stock price per share | $ 8.225 | ||||
Net proceeds from issuance of common stock | $ 94.3 |
Stock-Based Compensation Expens
Stock-Based Compensation Expense Included in Statement of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 3,485 | $ 1,212 | $ 4,577 | $ 2,435 |
Research and Development Expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 316 | 410 | 610 | 786 |
General and Administrative Expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 3,169 | $ 802 | $ 3,967 | $ 1,649 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Jun. 17, 2015 | Sep. 15, 2014 | Sep. 08, 2014 | Mar. 31, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock options, granted | 1,800 | 23,800 | 51,800 | 104,300 | ||||
Weighted-average grant date fair value | $ 6.85 | $ 2.84 | $ 6.59 | $ 3.23 | ||||
Unrecognized compensation costs, employee stock options | $ 4.2 | $ 4.2 | ||||||
Expected recognition period | 1 year 5 months 27 days | |||||||
Employee Two | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares vested | 33,333 | |||||||
Director | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares vested | 157,500 | |||||||
Vested options held by 1 employee | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares vested | 39,167 | 82,834 | 71,167 | |||||
Shares vesting period | 9 months | |||||||
Unvested options held by 1 employee | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares vesting period | 3 months | |||||||
Shares unvested | 113,333 | 23,333 | 66,667 | |||||
Unvested Restricted Common Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Expected recognition period | 1 year 11 months 5 days | |||||||
Unrecognized compensation costs | $ 9.5 | $ 9.5 | ||||||
Restricted Stock | Employees | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares vesting period | 3 years | |||||||
Shares issued | 1,050,000 | 0 | 0 |
Fair Value of Stock Options Ass
Fair Value of Stock Options Assumptions Using Black-Scholes Option Valuation Model (Detail) | 3 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 1.69% | 1.98% |
Expected life in years | 6 years | 6 years |
Expected volatility | 85.57% | 94.07% |
Expected dividend yield | 0.00% | 0.00% |
Stock Option Activity Under Sto
Stock Option Activity Under Stock Option Plan (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Number of Shares | |||||
Beginning Balance | 6,505,663 | ||||
Granted | 1,800 | 23,800 | 51,800 | 104,300 | |
Exercised | (2,860,299) | ||||
Cancelled | (153,833) | ||||
Ending Balance | 3,543,331 | 3,543,331 | 6,505,663 | ||
Vested and unvested expected to vest at end of period | 3,491,349 | 3,491,349 | |||
Options exercisable, at end of period | 1,912,531 | 1,912,531 | 3,781,162 | ||
Options available for future grant | 3,635,802 | 3,635,802 | |||
Weighted Average Exercise Price | |||||
Beginning Balance | $ 4.07 | ||||
Granted | 9.11 | ||||
Exercised | 3.97 | ||||
Cancelled | 4.13 | ||||
Ending Balance | $ 4.23 | 4.23 | $ 4.07 | ||
Vested and unvested expected to vest at end of period | 4.12 | 4.12 | |||
Options exercisable, at end of period | $ 4.12 | $ 4.12 | $ 4.10 | ||
Weighted Average Contractual Term (Years) | |||||
Outstanding, at end of period | 3 years 10 months 21 days | ||||
Vested and unvested expected to vest at end of period | 5 years 9 months 4 days | ||||
Options exercisable, at end of period | 5 years 9 months 4 days | 5 years 9 months 18 days | |||
Aggregate Intrinsic Value | |||||
Outstanding, at end of period | $ 27,534 | $ 27,534 | |||
Vested and unvested expected to vest at end of period | 27,130 | 27,130 | |||
Options exercisable, at end of period | $ 15,074 | $ 15,074 | $ 4,130 |
Summary of Unvested Restricted
Summary of Unvested Restricted Stock (Detail) - 6 months ended Jun. 30, 2015 - Unvested Restricted Common Stock - $ / shares | Total |
Number of Shares | |
Beginning Balance | 144,508 |
Granted | 1,050,000 |
Vested | (70,991) |
Cancelled | 0 |
Ending Balance | 1,123,517 |
Weighted Average Grant Date Fair Value | |
Beginning Balance | $ 4.70 |
Granted | 9.35 |
Vested | 4.62 |
Cancelled | 0 |
Ending Balance | $ 9.05 |