Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Jul. 24, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
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 | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 141,962,789 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 97,194 | $ 81,053 |
Receivables | 44 | 21 |
Prepaid expenses and other current assets | 27,892 | 23,810 |
Total current assets | 125,130 | 104,884 |
Property and equipment, net | 1,062 | 843 |
Deposits | 128 | 128 |
Other non-current assets | 493 | 493 |
Total assets | 126,813 | 106,348 |
Current liabilities: | ||
Accounts payable | 81 | 156 |
Accrued expenses | 9,354 | 9,109 |
Deferred revenue - current portion | 6,389 | 6,389 |
Deferred rent - current portion | 164 | 155 |
Total current liabilities | 15,988 | 15,809 |
Deferred revenue, net of current portion | 38,333 | 41,528 |
Deferred rent, net of current portion | 52 | 126 |
Derivative liabilities | 2,480 | 862 |
Total liabilities | 56,853 | 58,325 |
Commitments and contingencies (Note 6) | ||
Preferred stock, $0.001 par value, 30,000,000 shares authorized | ||
Stockholders' deficit: | ||
Common stock, $0.001 par value; 250,000,000 shares authorized; 141,962,789 and 132,376,670 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively | 142 | 132 |
Additional paid-in capital - common stock | 622,052 | 580,567 |
Accumulated deficit | (686,468) | (657,997) |
Total stockholders' deficit | (64,274) | (77,298) |
Total liabilities and stockholders' deficit | 126,813 | 106,348 |
Series 1 Preferred Stock | ||
Current liabilities: | ||
Series 1 preferred stock, $1,200 stated value; 250,000 designated; 112,713 and 106,184 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively; liquidation value of $135.3 million and $127.4 million at June 30, 2017 and December 31, 2016, respectively | $ 134,234 | $ 125,321 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 141,962,789 | 132,376,670 |
Common stock, shares outstanding | 141,962,789 | 132,376,670 |
Series 1 Preferred Stock | ||
Preferred stock, shares authorized | 250,000 | |
Preferred stock, stated value | $ 1,200 | $ 1,200 |
Preferred stock, shares authorized | 250,000 | 250,000 |
Preferred stock, shares issued | 112,713 | 106,184 |
Preferred stock, shares outstanding | 112,713 | 106,184 |
Preferred stock, liquidation preference | $ 135.3 | $ 127.4 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
Collaboration revenue | $ 1,597 | $ 1,697 | $ 3,194 | $ 3,666 |
Operating expenses: | ||||
Research and development | 10,831 | 129,228 | 22,798 | 139,427 |
General and administrative | 3,780 | 3,711 | 7,375 | 7,521 |
Total operating expenses | 14,611 | 132,939 | 30,173 | 146,948 |
Loss from operations | (13,014) | (131,242) | (26,979) | (143,282) |
Other income (expense), net | 86 | 42 | 124 | 63 |
Change in fair value of derivative liabilities | 66 | (1,494) | ||
Net loss | (12,862) | (131,200) | (28,349) | (143,219) |
Preferred stock dividends | (4,865) | (9,036) | ||
Net loss applicable to common stockholders | $ (17,727) | $ (131,200) | $ (37,385) | $ (143,219) |
Basic and diluted net loss per share | $ (0.13) | $ (1.01) | $ (0.28) | $ (1.10) |
Weighted average common shares outstanding used to compute basic and diluted net loss per share | 135,630,210 | 130,385,077 | 133,176,934 | 130,271,806 |
STATEMENTS OF STOCKHOLDERS' DEF
STATEMENTS OF STOCKHOLDERS' DEFICIT - 6 months ended Jun. 30, 2017 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital Common Stock | Accumulated Deficit | Series 1 Preferred Stock - Mezzanine |
Beginning Balance at Dec. 31, 2016 | $ (77,298) | $ 132 | $ 580,567 | $ (657,997) | $ 125,321 |
Beginning Balance (in shares) at Dec. 31, 2016 | 132,376,670 | 106,184 | |||
Exercise of employee stock options | $ 99 | $ 1 | 98 | ||
Exercise of employee stock options (in shares) | 80,000 | 26,047 | |||
Stock-based compensation | $ 4,082 | 4,082 | |||
Restricted stock buy-back at vesting to cover taxes | (1,042) | $ (1) | (1,041) | ||
Restricted stock buy-back at vesting to cover taxes (in shares) | (148,666) | ||||
Issuance of common stock net of commissions and expenses of $2.7 million | 47,270 | $ 10 | 47,260 | ||
Issuance of common stock net of commissions and expenses of $2.7 million (in shares) | 9,708,738 | ||||
Preferred stock dividends | (9,036) | (9,036) | $ 8,913 | ||
Preferred stock dividends (in shares) | 6,529 | ||||
Net loss | (28,349) | (28,349) | |||
Ending Balance at Jun. 30, 2017 | $ (64,274) | $ 142 | 622,052 | (686,468) | $ 134,234 |
Ending Balance (in shares) at Jun. 30, 2017 | 141,962,789 | 112,713 | |||
Cumulative effect adjustment (Note 3) | $ 122 | $ (122) |
STATEMENTS OF STOCKHOLDERS' DE6
STATEMENTS OF STOCKHOLDERS' DEFICIT (Parenthetical) $ in Millions | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Issuance of common stock, commissions and expenses | $ 2.7 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (28,349) | $ (143,219) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 167 | 155 |
Stock-based compensation | 4,082 | 4,075 |
Preferred stock issued in exchange a license agreement | 119,045 | |
Change in fair value of derivative liabilities | 1,494 | |
Issuance of common stock in a license agreement | 87 | |
(Increase) decrease in: | ||
Receivables | (23) | 431 |
Prepaid expenses and other current assets | (4,083) | (6,332) |
Other noncurrent assets | 1 | |
Increase (decrease) in: | ||
Accounts payable | (75) | 23 |
Accrued expenses | 246 | (1,513) |
Deferred revenue | (3,194) | (3,666) |
Deferred rent | (65) | (239) |
Net cash used in operating activities | (29,800) | (31,152) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (385) | (257) |
Net cash used in investing activities | (385) | (257) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 98 | 551 |
Repurchase of restricted common stock | (1,042) | (853) |
Repurchase of common stock | (2) | |
Proceeds from issuance of common stock, net of commissions and expenses of $2.7 million | 47,270 | |
Net cash provided by financing activities | 46,326 | (304) |
Net decrease in cash and cash equivalents | 16,141 | (31,713) |
Cash and cash equivalents, beginning of period | 81,053 | 140,717 |
Cash and cash equivalents, end of period | 97,194 | 109,004 |
Supplementary disclosure of cash flow information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Series 1 Preferred Stock | ||
Supplementary disclosure of noncash investing and financing activities: | ||
Issuance of stock | $ 119,045 | |
Payment of dividends in preferred stock | $ 9,036 |
STATEMENTS OF CASH FLOWS (Paren
STATEMENTS OF CASH FLOWS (Parenthetical) $ in Millions | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Statement of Cash Flows [Abstract] | |
Common stock commissions and expenses | $ 2.7 |
Business
Business | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Business | 1. Business Overview ZIOPHARM Oncology, Inc., which is referred to herein as “ZIOPHARM” or the “Company,” is a biopharmaceutical company seeking to develop, acquire, and commercialize, on its own or with partners, a diverse portfolio of cancer therapies that 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. As of June 30, 2017, the Company has approximately $97.2 million of cash and cash equivalents. Given its development plans, the Company’s anticipates cash resources will be sufficient to fund its operations into the fourth quarter of 2018 and the Company has no committed sources of additional capital at this time. 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 currently planned because of changes in the Company’s business strategy and direction of its research and development efforts, competitive and technical advances, 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 candidate development. The forecast of cash resources is forward-looking information that involves risks and uncertainties, and the actual amount of our expenses could vary materially and adversely as a result of a number of factors. The Company has based its estimates on assumptions that may prove to be wrong, and its expenses could prove to be significantly higher than it currently anticipates. Management does not know whether additional financing will be on terms favorable or acceptable to the Company when needed, if at all. There can be no assurance that any such financing can be realized by the Company, or if realized, 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. If adequate additional funds are not available when required, or if the Company is unsuccessful in entering into partnership agreements for further development of its product candidates, management may need to curtail its current development efforts and cut operating costs. Basis of Presentation The accompanying unaudited interim financial statements have been prepared in accordance with the instructions to Form 10-Q 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, 2016, included in the Company’s Annual Report on Form 10-K 10-K. The year-end The results disclosed in the statements of operations for the three and six months ended June 30, 2017 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; • Collaboration agreements; • Fair value measurements of stock based compensation, warrants and Series 1 preferred stock; 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, 2017 | |
Text Block [Abstract] | |
Financings | 2. Financings On May 11, 2017, the Company sold in an underwritten public offering an aggregate of 9,708,738 shares of its common stock. The price to the public in the offering was $5.15 per share, and the underwriters agreed to purchase the shares from the Company pursuant to the underwriting agreement at a purchase price of $4.893 per share. The offering was made pursuant to the Company’s effective registration statement on Form S-3ASR No. 333-201826) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
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. 10-K. New Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers 2014-09”), In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) 2016-02”). Topic 840, Leases In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Accounting 2016-09”) 2016-09 2016-09, In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments 2016-15”) 2016-15 In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows Restricted Cash 2016-18”) In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting 2017-09”) 2017-09 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements The Company accounts for its financial assets and liabilities using fair value measurements. The authoritative accounting guidance 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, 2017 and December 31, 2016 were as follows: ($ in thousands) Fair Value Measurements at Reporting Date Using Description Balance as of Quoted Prices in Significant Other Significant Assets: Cash equivalents $ 93,291 $ 93,291 $ — $ — Liabilities: Derivative liabilities $ (2,480 ) $ — $ — $ (2,480 ) ($ in thousands) Fair Value Measurements at Reporting Date Using Description Balance as of Quoted Prices in Significant Other Significant Assets: Cash equivalents $ 77,120 $ 77,120 $ — $ — Liabilities: Derivative liabilities $ (862 ) $ — $ — $ (862 ) 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. As discussed further in Notes 6 and 9, the Company issued Intrexon Corporation, or Intrexon, 100,000 shares of the Company’s Series 1 preferred stock, a new class of preferred stock authorized by the Company’s board of directors, in consideration of the parties entering into a Third Amendment to Exclusive Channel Partner Agreement, or the 2016 ECP Amendment, amending their existing Exclusive Channel Partner Agreement, effective January 6, 2011 and as amended to date, which the Company refers to as the Channel Agreement, and an Amendment to Exclusive Channel Collaboration Agreement, or the 2016 GvHD Amendment, amending their existing Exclusive Channel Collaboration Agreement, effective September 28, 2015, which the Company refers to as the GvHD Agreement. At June 30, 2016, the Company’s Series 1 preferred stock was valued using a probability-weighted approach and a Monte Carlo simulation model. Additionally, the monthly dividends issued on the outstanding Series 1 preferred stock are valued using the same probability-weighted approach and a Monte Carlo simulation model. However, there is no adjustment or further revaluation after the initial valuation on the Series 1 preferred stock other than required periodic dividends. The Company’s Level 3 financial liabilities consist of a conversion option and a redemption feature associated with the Company’s Series 1 preferred stock issued to Intrexon that has been bifurcated from the Series 1 preferred stock and are accounted for as derivative liabilities at fair value. The preferred stock derivative liabilities were valued using a probability-weighted approach and a Monte Carlo simulation model. The fair value of the embedded derivatives was estimated using the “with” and “without” method where the preferred stock was first valued with all of its features (“with” scenario) and then without derivatives subject to the valuation analysis (“without” scenario). The fair value of the derivatives was then estimated as the difference between the fair value of the preferred stock in the “with” scenario and the preferred stock in the “without” scenario. See Note 6 for additional disclosures on the 2016 ECP Amendment and 2016 GvHD Amendments and Note 9 for additional disclosure on the rights and preferences of the Series 1 preferred stock and valuation methodology. |
Net Loss per Share
Net Loss per Share | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 5. Net Loss per Share 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 potentially dilutive shares, which include outstanding common stock options, unvested restricted stock and preferred stock, 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 potentially dilutive shares of common stock at June 30, 2017 and 2016 consisted of the following: June 30, 2017 2016 Stock options 3,537,835 3,438,103 Unvested restricted stock 1,330,492 1,236,388 Preferred stock 23,289,258 — 28,157,585 4,674,491 The Series 1 preferred stock automatically converts into shares of common stock upon the date the first approval in the United States of (i) a ZIOPHARM Product, as defined in and developed under the Exclusive Channel Partner Agreement dated as of January 6, 2011 and as amended from time to time, by and between the Company and Intrexon, or (ii) a Product, as defined in and developed under the Exclusive Channel Collaboration Agreement dated September 28, 2015 and as amended from time to time, by and between the Company and Intrexon, or (iii) a Product as defined in and developed under the License and Collaboration Agreement dated March 27, 2015 and as amended from time to time, by and among Intrexon, Ares Trading, S.A. and the Company, is publicly announced. Assuming a conversion event date of June 30, 2017, the Series 1 preferred stock would convert into 23,289,258 shares of common stock using the greater of (i) the volume weighted average closing price of the Company’s Common Stock as reported by the Nasdaq Stock Market, LLC over the previous 20 trading days ending on the conversion event date or (ii) $1.00 per share. See Note 6 and Note 9 for additional disclosure regarding the 2016 ECP Amendment and 2016 GvHD Amendment, valuation methodology and significant assumptions. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
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 for 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 additional office space. The collateral for the letter of credit is restricted cash and recorded in other non-current On October 17, 2013, the Company entered into a sublease agreement to lease all of its New York office space 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 continues to maintain the $388 thousand letter of credit in respect of the New York office space and recorded in other non-current Prior to December 31, 2012, the Company entered into separate operating lease agreements for various spaces in a building in Boston, MA. In June 2012, the Company re-negotiated Total rent expense was approximately $367 thousand and $122 thousand for the six months ended June 30, 2017 and 2016, 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, 2017 and December 31, 2016 of $216 thousand ($164 thousand current and $52 thousand long-term) and $281 thousand ($155 thousand current and $126 thousand long-term), respectively, which is recorded in deferred rent on the balance sheets. License Agreements Exclusive Channel Partner Agreement with Intrexon Corporation for the Cancer Programs On January 6, 2011, the Company entered into the Channel Agreement with Intrexon that governs a “channel partnering” arrangement in which the Company uses Intrexon’s technology to research, develop and commercialize products in which DNA is administered to humans for expression of anti-cancer effectors for the purpose of treatment or prophylaxis of cancer, which the Company collectively refers to as the Cancer Program. This Channel Agreement establishes committees comprising representatives of the Company and Intrexon that govern activities related to the Cancer Program in the areas of project establishment, chemistry, manufacturing and controls, clinical and regulatory matters, commercialization efforts and intellectual property. 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 are 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. 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 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. Subsequent to the Third Amendment to the Exclusive Channel Partner Agreement, or the 2016 ECP Amendment, discussed below, and subject to certain expense allocations and other offsets provided in the Channel Agreement, the Company is obligated to pay Intrexon on a quarterly basis 20% of net profits derived in that quarter from the sale of ZIOPHARM Products, calculated on a ZIOPHARM Product-by-ZIOPHARM 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 20% of net profits or revenue described above with respect to these “retained” products will survive termination of the Channel Agreement. Exclusive Channel Collaboration Agreement with Intrexon Corporation for Graft-Versus-Host Disease (GvHD) On September 28, 2015, the Company entered into the GvHD Agreement with Intrexon, whereby the Company will use Intrexon’s technology directed towards in vivo The exclusive collaboration, or the GvHD Program, will focus on the pursuit of the following engineered cell therapy strategies, used either separately or in combination, for the targeted treatment of GvHD: (i) the infusion of regulatory T cells expressing membrane-bound and/or soluble interleukin-2 L. lactis interleukin-2 The GvHD Agreement grants the Company a worldwide license to use specified patents and other intellectual property of Intrexon in connection with the research, development, use, importing, manufacture, sale, and offer for sale of products developed under the GvHD Program, or the Products. Such license is exclusive with respect to any clinical development, selling, offering for sale or other commercialization of the Products, and otherwise is non-exclusive. Under the GvHD Agreement, and subject to certain exceptions, the Company is responsible for, among other things, the performance of the GvHD Program, including development, commercialization and certain aspects of manufacturing of the Products. Among other things, Intrexon is responsible for the costs of establishing manufacturing capabilities and facilities for the bulk manufacture of the Products, certain other aspects of manufacturing, costs of discovery-stage research with respect to platform improvements and costs of filing, prosecution and maintenance of Intrexon’s patents. The Company paid Intrexon a technology access fee of $10.0 million in cash in October 2015 and will reimburse Intrexon for all research and development costs. Subject to certain expense allocations and other offsets provided in the GvHD Agreement, the GvHD Agreement also provides for equal sharing of the profits derived from the sale of the Products. The Company has determined that the rights acquired in the GvHD Agreement represent in-process During the first 24 months after September 28, 2015, the GvHD Agreement may be terminated by (i) either party in the event of a material breach by the other, except for the failure of the other party to use diligent efforts or to comply with any diligence obligations set forth in the GvHD Agreement and (ii) Intrexon under certain circumstances if the Company assigns its rights under the GvHD Agreement without Intrexon’s consent. Following such twenty-four-month period, Intrexon may also terminate the GvHD Agreement if the Company elects not to pursue the development of the GvHD Program identified by Intrexon that is a “Superior Therapy,” as such term is defined in the GvHD Agreement. Also following such period, the Company may voluntarily terminate the GvHD Agreement upon 90 days’ written notice to Intrexon. Upon termination of the GvHD Agreement, the Company may continue to develop and commercialize any 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 a Company uncured breach or a voluntary termination by the Company), or an ongoing Phase 1 clinical trial (in the case of a termination by the Company due to an Intrexon uncured breach or a termination by Intrexon following an unconsented assignment by the Company or the Company’s election not to pursue development of a Superior Therapy). The Company’s obligation to pay 20% of net profits or revenue with respect to these “retained” products will survive termination of the GvHD Agreement. Amendment of Collaborations with Intrexon On March 27, 2015, the Company and Intrexon entered into an 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. On June 29, 2016, the Company entered into (1) the 2016 ECP Amendment with Intrexon amending the Channel Agreement, and (2) the 2016 GvHD Amendment, amending the GvHD Agreement. The 2016 ECP Amendment reduced the royalty percentage that the Company will pay to Intrexon under the Channel Agreement on a quarterly basis from 50% to 20% of net profits derived in that quarter from the sale of ZIOPHARM Products, calculated on a ZIOPHARM Product-by-ZIOPHARM In consideration for the execution and delivery of the 2016 ECP Amendment and the 2016 GvHD Amendment, the Company agreed to issue to Intrexon 100,000 shares of its Series 1 preferred stock. Each share of the Company’s Series 1 preferred stock has a stated value of $1,200, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other recapitalization, and certain other rights, preferences, privileges and obligations (Note 9). License Agreement—The University of Texas MD 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 MD 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, or CAR, T cell therapies, non-viral T-cell co-exclusive non-exclusive Pursuant to the terms of the MD Anderson License, MD Anderson received consideration consisting of $50.0 million in shares of the Company’s common stock (or 10,124,561 shares), and $50.0 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. 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 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 On August 17, 2015, the Company, Intrexon and MD Anderson entered into a research and development agreement, or the Research and Development Agreement, to formalize the scope and process for the transfer by MD Anderson, pursuant to the terms of the MD Anderson License, of certain existing research programs and related technology rights, as well as the terms and conditions for future collaborative research and development of new and ongoing research programs. Pursuant to the Research and Development Agreement, the Company, Intrexon and MD Anderson have agreed to form a joint steering committee that will oversee and manage the new and ongoing research programs. As provided under the MD Anderson License, the Company will provide funding for research and development activities in support of the research programs under the Research and Development Agreement for a period of three years and in an amount of no less than $15.0 million and no greater than $20.0 million per year. During the six months ended June 30, 2017, the Company made payments in the aggregate amount of $6.2 million to MD Anderson compared to $7.5 million during the six months ended June 30, 2016. The decrease in cash paid to MD Anderson during 2017 is a result of approved expenditures incurred by the Company being deducted from the April 2017 payment. As of June 30, 2017, MD Anderson had used $5.2 million to offset costs incurred pursuant to the MD Anderson License and the Research and Development Agreement. The net balance of $27.3 million is included in other current assets at June 30, 2017. 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 non-exclusive case-by-case 180-day 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 terms of 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 No. 333-201826) The Company determined that the rights acquired in the MD Anderson License represented 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 in 2015, 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 signed a worldwide License and Collaboration Agreement, or the Ares Trading Agreement, with Ares Trading S.A., or Ares Trading, a subsidiary of the biopharmaceutical business of Merck KGaA, Darmstadt, Germany, through which the parties established a collaboration for the research and development and commercialization of certain products for the prophylactic, therapeutic, palliative or diagnostic use for cancer in humans. Under the collaboration, Ares Trading has elected two CAR + + opt-in Intrexon is entitled to receive $5.0 million payable in equal quarterly installments over two years for each identified product candidate, which will be used to fund discovery work. The Company is responsible for costs exceeding the quarterly installments and all other costs of the preclinical research and development. For the three and six months ended June 30, 2017, the Company has expensed $276 thousand under the Ares Trading Agreement. Ares Trading paid a non-refundable The Ares Trading Agreement provides for up to $60.0 million in development milestone payments, up to $148.0 million in regulatory milestone payments and up to $205.0 million in commercial milestone payments for each product candidate. Development milestone payments are triggered upon initiation of a defined phase of clinical research for a product candidate. Regulatory milestone payments are triggered upon approval to market a product candidate by the U.S. Food and Drug Administration, or the FDA, or other global regulatory authorities. Commercial milestone payments are triggered when an approved pharmaceutical product reaches certain defined levels of net sales by the licensee. The Ares Trading Agreement also provides for up to $50.0 million of one-time low-teens The term of the Ares Trading Agreement commenced in May 2015 and may be terminated by either party in the event of a material breach as defined in the agreement and may be terminated voluntarily by Ares Trading upon 90 days written notice to the Company. The Company considered FASB Accounting Standards Codification 605-25, Multiple-Element Arrangements Patent and Technology License Agreement—The University of Texas MD 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 MD Anderson 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) 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 shares have vested. The remaining 12,556 shares vested 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. An expense of $87 thousand was charged to research and development expense for the vesting event which occurred in March 2016. This trial was initiated by Solasia Pharma K.K., or Solasia, on March 28, 2016 and triggered a $1.0 million milestone payment to the Company from Solasia which was received in May 2016. An equivalent of $1.0 million milestone payment was subsequently made to MD Anderson, and reported net. In addition, the Licensors are entitled to receive certain milestone payments. In addition, the Company may be required to make additional payments to the Licensors (as defined in the MD Anderson License) 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. Collaboration Agreement with Solasia Pharma K.K. On March 7, 2011, the Company entered into a License and Collaboration Agreement with Solasia. Pursuant to the License and Collaboration Agreement, the Company granted Solasia an exclusive license to develop and commercialize darinaparsin in both intravenous and oral forms and related organic arsenic molecules, in all indications for human use in a pan-Asian/Pacific 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 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 Solasia will be responsible for all costs related to the development, manufacturing and commercialization of darinaparsin. The Company’s Licensors, as defined in the agreement, 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. On March 28, 2016, Solasia initiated a multi-center pivotal clinical trial intended to provide substantial evidence of efficacy necessary to support the filing of an application for an NDA for darinaparsin in certain of the territories assigned to Solasia. The initiation of the trial on March 28, 2016 triggered a $1.0 million milestone payment from Solasia to the Company which was received in May 2016. The Company subsequently made an equivalent payment to MD Anderson as the ultimate licensor of darinaparsin (see above). License Agreement with Baxter Healthcare S.A. On November 3, 2006, the Company entered into a definitive Asset Purchase Agreement for indibulin and a License Agreement to proprietary nanosuspension technology with affiliates of Baxter Healthcare S.A. The purchase included the entire indibulin intellectual property portfolio as well as existing drug substance and capsule inventories. One remaining royalty payment of $250 thousand is due in November 2017. The terms of the Asset Purchase Agreement included an upfront cash payment and an additional payment for existing inventory. No payments were made during the six months ended June 30, 2017 and 2016. Cooperative Research and Development Agreement (CRADA) with the National Cancer Institute On January 10, 2017, the Company announced the signing of a Cooperative Research and Development Agreement, or CRADA, with the National Cancer Institute, or NCI, for the development of adoptive cell transfer, or ACT,-based immunotherapies genetically modified using the Sleeping Beauty, non-viral SB-engineered |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 7. Related Party Transactions Collaborations with Intrexon On January 6, 2011, the Company entered into the Channel Agreement with Intrexon (Note 6). A director of the Company, Randal J. Kirk, is the CEO, a director, and the largest stockholder of Intrexon. On February 3, 2015, Intrexon purchased 1,440,000 shares of common stock in the Company’s public offering upon the same terms as others that participated in the offering. On March 27, 2015, the Company and Intrexon entered into a Second Amendment to the 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 50% of all payments that Intrexon receives for upfronts, milestones and royalties under the Ares Trading Agreement (Note 6). The Amendment also reduces Intrexon’s aggregate commitment under a Stock Purchase Agreement that the parties executed in connection with the initial Channel Agreement to purchase the Company’s common stock from $50.0 million to $43.5 million, which has been satisfied. On June 29, 2015, the Company re-purchased re-purchased On September 28, 2015, the Company entered into the GvHD Agreement with Intrexon, whereby the Company will use Intrexon’s technology directed towards in vivo On June 29, 2016, the Company entered into a Third Amendment to Exclusive Channel Partner Agreement, or the 2016 ECP Amendment, with Intrexon, amending the Channel Agreement, and an Amendment to Exclusive Channel Collaboration Agreement, or the 2016 GvHD Amendment, amending their existing Exclusive Channel Collaboration Agreement, effective September 28, 2015, which the Company refers to as the GvHD Agreement. The 2016 ECP Amendment reduced the royalty percentage that the Company will pay to Intrexon under the Channel Agreement on a quarterly basis from 50% to 20% of net profits derived in that quarter from the sale of ZIOPHARM Products (as defined in the Channel Agreement), calculated on a ZIOPHARM Product-by-ZIOPHARM In consideration for the execution and delivery of the 2016 ECP Amendment and the 2016 GvHD Amendment, the Company issued Intrexon 100,000 shares of its Series 1 preferred stock. Each share of the Company’s Series 1 preferred stock has a stated value of $1,200, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other recapitalization, and certain other rights, preferences, privileges and obligations (Note 9). The holders of the shares of Series 1 preferred stock are entitled to receive a monthly dividend, payable in additional shares of Series 1 preferred stock, equal to $12.00 per preferred share held by such holder per month divided by the stated value of the preferred shares, rounded down to the nearest whole share. During the three months ended June 30, 2017, the Company issued an aggregate of 3,313 shares of Series 1 preferred stock to Intrexon, the holder of all of the outstanding shares of the Company’s Series 1 preferred stock, as monthly dividend payments. The Company recorded such shares of Series 1 preferred stock at a fair value of $4.9 million, which is a component of temporary equity and recorded a gain on the change of the derivative liabilities in the amount of $66 thousand. See Notes 4 and 9 for additional discussion regarding the accounting for and valuation of these derivative financial instruments. During the six months ended June 30, 2017 and 2016, the Company expensed $11.2 million and $12.1 million, respectively, for services performed by Intrexon. As of June 30, 2017 and December 31, 2016 the Company recorded $3.7 million and $3.4 million, respectively, in current liabilities on its balance sheet for amounts due to Intrexon. Collaboration with Intrexon and MD Anderson On January 13, 2015, the Company, together with Intrexon, entered into a license agreement with MD Anderson, which is referred to as the MD Anderson License. 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 CAR + co-exclusive non-exclusive in-process |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 8. Stock-Based Compensation The Company recognized stock-based compensation expense on all employee and non-employee For the three months For the six months (in thousands) 2017 2016 2017 2016 Research and development $ 596 $ 476 $ 1,156 $ 893 General and administrative 1,462 1,590 2,926 3,182 Stock-based compensation expense $ 2,058 $ 2,066 $ 4,082 $ 4,075 The Company granted 148,500 and 265,500 stock options during the three and six months ended June 30, 2017 with a weighted-average grant date fair value of $4.48 and $4.45 per share, respectively. The Company granted an aggregate of 116,000 and 136,000 stock options during the three and six months ended June 30, 2016 with a weighted-average grant date fair value of $5.91 and $5.62 per share, respectively. For the three months ended June 30, 2017 and 2016, 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, 2017 2016 Risk-free interest rate 1.85 - 2.05% 1.38 - 1.54% Expected life in years 6 6 Expected volatility 80.93 - 81.03% 80.70 - 80.81% Expected dividend yield 0 0 The Company adopted ASU 2016-09 Stock Compensation (Topic 718): Improvement to Employee Share-Based Payment Accounting 2016-09, Stock option activity under the Company’s stock option plan for the six months ended June 30, 2017 is as follows: Number of Weighted- Weighted- Aggregate Outstanding, December 31, 2016 3,465,335 $ 5.07 Granted 265,500 6.39 Exercised (80,000 ) 4.85 Cancelled (113,000 ) 6.66 Outstanding, June 30, 2017 3,537,835 $ 5.13 6.51 $ 5,876 Options exercisable, June 30, 2017 2,624,335 $ 4.42 5.57 $ 5,400 Options exercisable, December 31, 2016 2,671,835 $ 4.40 5.88 $ 3,383 Options available for future grant 1,625,260 At June 30, 2017, total unrecognized compensation costs related to unvested stock options outstanding amounted to $3.0 million. The cost is expected to be recognized over a weighted-average period of 1.48 years. A summary of the status of unvested restricted stock for the six months ended June 30, 2017 is as follows: Number of Shares Weighted-Average Non-vested, 1,680,492 $ 7.49 Granted — — Vested (350,000 ) 9.35 Cancelled — — Non-vested, 1,330,492 $ 9.46 At June 30, 2017, total unrecognized compensation costs related to unvested restricted stock outstanding amounted to $7.5 million. The cost is expected to be recognized over a weighted-average period of 1.37 years. |
Preferred Stock
Preferred Stock | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Preferred Stock | 9. Preferred Stock The Company has 30,000,000 shares of preferred stock authorized, of which, 250,000 shares are designated as Series 1 preferred stock. On June 29, 2016, the Company entered into the 2016 ECP Amendment and 2016 GvHD Amendment with Intrexon (Note 6). In consideration for the execution and delivery of the 2016 ECP Amendment and the 2016 GvHD Amendment, the Company issued to Intrexon 100,000 shares of its newly designated Series 1 preferred stock. Each share of the Company’s Series 1 preferred stock has a stated value of $1,200, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other recapitalization. The Series 1 preferred stock has the following rights and preferences and certain other rights, preferences, privileges and obligations. Conversion All shares of Series 1 preferred stock shall automatically convert into shares of common stock upon the public announcement of the first approval in the United States of (i) a ZIOPHARM Product under the Channel Agreement, (ii) a Product under the GvHD Agreement or (iii) a Product under the Ares Trading Agreement, which the Company refers to as the Conversion Event Date. On the second business day following the Conversion Event Date, each of Series 1 preferred stock shall convert into a number of shares of common stock equal to the stated value of such Series 1 preferred stock, divided by the greater of (i) the volume weighted average closing price of common stock as reported by The Nasdaq Stock Market, LLC over the 20 trading days ending on the Conversion Event Date or (ii) $1.00 per share; however, without shareholder approval in accordance with the NASDAQ Listing Rules, the Company will not affect any conversion of the Series 1 preferred stock into shares of common stock in excess of 19.9% of the lesser of (i) the pre-transaction Dividends The Series 1 preferred stock provides for a monthly dividend, payable in additional shares of Series 1 preferred stock, equal to $12.00 per share, per month divided by the stated value per share, or the PIK Dividend; provided, that if any shares of Series 1 preferred stock are not converted on the Conversion Event Date (discussed below), then the rate of the PIK Dividend on all remaining unconverted shares of Series 1 preferred stock shall automatically increase from $12.00 to $24.00 per share, per month. Liquidation Value In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or a change of control or sale, lease transfer or exclusive license of all or substantially all of the Company’s assets prior to the conversion of the Series 1 preferred stock into shares of common stock, then the Series 1 preferred stock will participate in the proceeds of the transaction on a pro rata basis along with common stock, treating the Series 1 preferred stock as if it had been converted into a number of shares of common stock equal to the aggregate stated value of the Series 1 preferred stock, divided by the volume weighted average closing price of common stock over the 20 trading days ending on the public announcement of such voluntary or involuntary liquidation, dissolution or winding up of the Company or change of control or sale, lease transfer or exclusive license of all or substantially all of the Company’s assets. Alternatively, the Company may redeem the Series 1 preferred stock at a redemption price equal to the pro rata amount that the Series 1 preferred stock would have received if it had been converted using the same formula. Voting Rights The Series 1 preferred stock does not have any voting rights except that the Company may not, without the consent of the holders of a majority of the outstanding shares of the Series 1 preferred stock, voting as a separate class, (i) amend, alter or repeal any provision of its Certificate of Incorporation in a manner that adversely affects the powers, preferences or rights of the Series 1 preferred stock in a manner that is more adverse than the effect on any other class or series of the Company’s capital stock; (ii) (A) create, or authorize the creation of, or issue or obligate itself to issue shares of, any additional class or series of the Company’s capital stock unless the same ranks junior or pari passu to the Series 1 preferred stock with respect to the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends and rights of redemption, or (B) reclassify, alter or amend any existing security that is junior or pari passu to the Series 1 preferred stock with respect to the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends or rights of redemption, if such reclassification, alteration or amendment would render such other security senior to the Series 1 preferred in respect of any such right, preference or privilege; or (iii) enter into any transaction (or series of related transactions) the effect of which would adversely affect the holders of the Series 1 preferred stock in a manner that is more adverse than the effect on any other class or series of capital stock. Analysis The Company analyzed the features of the Series 1 preferred stock and determined that the conversion option and the Company’s right to redeem the shares at liquidation are embedded derivatives that required bifurcation from the Series 1 preferred stock in accordance with FASB ASC 815, Derivatives and Hedging During the three months ended June 30, 2017, the Company issued an aggregate of 3,313 shares of Series 1 preferred stock to Intrexon, the holder of all of the outstanding shares of its Series 1 preferred stock, as monthly dividend payments. The Company recorded such shares of Series 1 preferred stock at a fair value of $4.9 million, which is a component of temporary equity and recorded a gain on the change in fair value of the derivative liabilities in the amount of $66 thousand (Note 10). |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 10. Derivative Financial Instruments The Company determined that certain embedded features related to the Series 1 preferred stock are derivative financial instruments. Fair values of derivative instruments to be classified as derivative liabilities on the balance sheet consist of the following: ($ in thousands) Liability derivates: Balance Sheet Location Fair Value June 30, 2017: Derivative liabilities Liabilities $ 2,480 The change in the derivative liability for the three months ended June 30, 2017 consisted of the following: ($ in thousands) Fair Value Balance, March 31, 2017 $ 2,471 Dividends 75 Change in fair value of derivative liabilities (66 ) Balance, June 30, 2017 $ 2,480 The fair value of the Series 1 preferred stock dividends were estimated using a probability-weighted approach and a Monte Carlo simulation model. The fair value of the embedded derivatives was estimated using the “with” and “without” method where the preferred stock was first valued with all of its features (“with” scenario) and then without derivatives subject to the valuation analysis (“without” scenario). The fair value of the derivatives was then estimated as the difference between the fair value of the preferred stock in the “with” scenario and the preferred stock in the “without” scenario. The model also takes into account, management estimates of clinical success/failure based upon market studies and probability of potential conversion and liquidation events. If these estimates were different, the valuations would change and that change could be material. Inputs to the models included the following: June 30, 2017 December 31, 2016 Risk-free interest rate 1.84 % 1.69 % Expected dividend rate 0 0 Expected volatility 69.90 % 72.70 % Preferred stock conversion limit - percentage of outstanding common stock 19.90 % 19.90 % Preferred conversion floor price $ 1.00 $ 1.00 See Notes 4 and 9 for additional discussion regarding the accounting for and valuation of these derivative financial instruments. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers 2014-09”), In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) 2016-02”). Topic 840, Leases In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Accounting 2016-09”) 2016-09 2016-09, In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments 2016-15”) 2016-15 In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows Restricted Cash 2016-18”) In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting 2017-09”) 2017-09 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
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, 2017 and December 31, 2016 were as follows: ($ in thousands) Fair Value Measurements at Reporting Date Using Description Balance as of Quoted Prices in Significant Other Significant Assets: Cash equivalents $ 93,291 $ 93,291 $ — $ — Liabilities: Derivative liabilities $ (2,480 ) $ — $ — $ (2,480 ) ($ in thousands) Fair Value Measurements at Reporting Date Using Description Balance as of Quoted Prices in Significant Other Significant Assets: Cash equivalents $ 77,120 $ 77,120 $ — $ — Liabilities: Derivative liabilities $ (862 ) $ — $ — $ (862 ) |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Potential Dilutive Shares Excluded from Computation of Diluted 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 potentially dilutive shares, which include outstanding common stock options, unvested restricted stock and preferred stock, 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 potentially dilutive shares of common stock at June 30, 2017 and 2016 consisted of the following: June 30, 2017 2016 Stock options 3,537,835 3,438,103 Unvested restricted stock 1,330,492 1,236,388 Preferred stock 23,289,258 — 28,157,585 4,674,491 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation Expense on All Employee and Non-Employee Awards | The Company recognized stock-based compensation expense on all employee and non-employee For the three months For the six months (in thousands) 2017 2016 2017 2016 Research and development $ 596 $ 476 $ 1,156 $ 893 General and administrative 1,462 1,590 2,926 3,182 Stock-based compensation expense $ 2,058 $ 2,066 $ 4,082 $ 4,075 |
Fair Value of Stock Options Assumptions Using Black-Scholes Option Valuation Model | For the three months ended June 30, 2017 and 2016, 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, 2017 2016 Risk-free interest rate 1.85 - 2.05% 1.38 - 1.54% Expected life in years 6 6 Expected volatility 80.93 - 81.03% 80.70 - 80.81% Expected dividend yield 0 0 |
Stock Option Activity Under Stock Option Plan | Stock option activity under the Company’s stock option plan for the six months ended June 30, 2017 is as follows: Number of Weighted- Weighted- Aggregate Outstanding, December 31, 2016 3,465,335 $ 5.07 Granted 265,500 6.39 Exercised (80,000 ) 4.85 Cancelled (113,000 ) 6.66 Outstanding, June 30, 2017 3,537,835 $ 5.13 6.51 $ 5,876 Options exercisable, June 30, 2017 2,624,335 $ 4.42 5.57 $ 5,400 Options exercisable, December 31, 2016 2,671,835 $ 4.40 5.88 $ 3,383 Options available for future grant 1,625,260 |
Summary of Unvested Restricted Stock | The Company recognized stock-based compensation expense on all employee and non-employee For the three months For the six months (in thousands) 2017 2016 2017 2016 Research and development $ 596 $ 476 $ 1,156 $ 893 General and administrative 1,462 1,590 2,926 3,182 Stock-based compensation expense $ 2,058 $ 2,066 $ 4,082 $ 4,075 |
Derivative Financial Instrume23
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fair Values of Derivative Instruments to be classified as Derivative Liabilities on Balance Sheet | Fair values of derivative instruments to be classified as derivative liabilities on the balance sheet consist of the following: ($ in thousands) Liability derivates: Balance Sheet Location Fair Value June 30, 2017: Derivative liabilities Liabilities $ 2,480 |
Change in Derivative Liability | The change in the derivative liability for the three months ended June 30, 2017 consisted of the following: ($ in thousands) Fair Value Balance, March 31, 2017 $ 2,471 Dividends 75 Change in fair value of derivative liabilities (66 ) Balance, June 30, 2017 $ 2,480 |
Fair Value Assumptions Used in Probability Weighted Approach and Monte Carlo Simulation Model | The fair value of the Series 1 preferred stock dividends were estimated using a probability-weighted approach and a Monte Carlo simulation model. The fair value of the embedded derivatives was estimated using the “with” and “without” method where the preferred stock was first valued with all of its features (“with” scenario) and then without derivatives subject to the valuation analysis (“without” scenario). The fair value of the derivatives was then estimated as the difference between the fair value of the preferred stock in the “with” scenario and the preferred stock in the “without” scenario. The model also takes into account, management estimates of clinical success/failure based upon market studies and probability of potential conversion and liquidation events. If these estimates were different, the valuations would change and that change could be material. Inputs to the models included the following: June 30, 2017 December 31, 2016 Risk-free interest rate 1.84 % 1.69 % Expected dividend rate 0 0 Expected volatility 69.90 % 72.70 % Preferred stock conversion limit - percentage of outstanding common stock 19.90 % 19.90 % Preferred conversion floor price $ 1.00 $ 1.00 |
Business - Additional Informati
Business - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 97,194 | $ 81,053 | $ 109,004 | $ 140,717 |
Financings - Additional Informa
Financings - Additional Information (Detail) $ / shares in Units, $ in Millions | May 11, 2017USD ($)$ / sharesshares |
Banking and Thrift [Abstract] | |
Stock issued during period | shares | 9,708,738 |
Issuance & sale of common stock in public offering price per share | $ 5.15 |
Sale of stock price per share | $ 4.893 |
Net proceeds from issuance of common stock | $ | $ 47.3 |
Assets and Liabilities Measured
Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Assets: | ||
Cash equivalents | $ 93,291 | $ 77,120 |
Liabilities: | ||
Derivative liabilities | (2,480) | (862) |
Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1) | ||
Assets: | ||
Cash equivalents | 93,291 | 77,120 |
Significant Unobservable Inputs (Level 3) | ||
Liabilities: | ||
Derivative liabilities | $ (2,480) | $ (862) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - shares | Jun. 29, 2016 | Jun. 30, 2017 |
Intrexon Corporation | Series 1 Preferred Stock | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Issuance of stock in a license agreement (in shares) | 100,000 | 3,313 |
Potential Dilutive Shares Exclu
Potential Dilutive Shares Excluded from Computation of Diluted Net Loss Per Share (Detail) - shares | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 28,157,585 | 4,674,491 |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 3,537,835 | 3,438,103 |
Restricted Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 1,330,492 | 1,236,388 |
Series 1 Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 23,289,258 |
Net Loss per Share - Additional
Net Loss per Share - Additional Information (Detail) - Intrexon Corporation | 6 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Earnings Loss Per Share [Line Items] | |
Agreement start date | Jan. 6, 2011 |
Series 1 Preferred Stock | |
Earnings Loss Per Share [Line Items] | |
Number of shares converted into common stock | shares | 23,289,258 |
Preferred stock, conversion rate | $ / shares | $ 1 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Jun. 29, 2016$ / sharesshares | Sep. 28, 2015USD ($) | Jan. 13, 2015USD ($)shares | Jan. 09, 2015USD ($)shares | Mar. 07, 2011USD ($) | Jan. 06, 2011 | Aug. 24, 2004Patent | Nov. 30, 2017USD ($) | Sep. 30, 2015USD ($) | Jul. 31, 2015USD ($) | Jun. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($)shares | Dec. 31, 2013USD ($) | Dec. 31, 2012 | Dec. 31, 2011USD ($) | Jan. 10, 2017USD ($) | Dec. 31, 2016USD ($)$ / shares | Mar. 31, 2016USD ($) | May 31, 2015USD ($) | Dec. 31, 2014USD ($)shares |
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Total rent Expense | $ 367,000 | $ 122,000 | |||||||||||||||||||||
Deferred rent - current portion | $ 164,000 | 164,000 | $ 155,000 | ||||||||||||||||||||
Deferred rent-non-current portion | 52,000 | 52,000 | 126,000 | ||||||||||||||||||||
Deferred rent liability net | 216,000 | 216,000 | 281,000 | ||||||||||||||||||||
Research and Development Expense | 10,831,000 | $ 129,228,000 | $ 22,798,000 | 139,427,000 | |||||||||||||||||||
Research and development arrangement Terms | Pursuant to the Research and Development Agreement, the Company, Intrexon and MD Anderson have agreed to form a joint steering committee that will oversee and manage the new and ongoing research programs. As provided under the MD Anderson License, the Company will provide funding for research and development activities in support of the research programs under the Research and Development Agreement for a period of three years and in an amount of no less than $15.0 million and no greater than $20.0 million per year. | ||||||||||||||||||||||
Research and Development Service Agreement Aggregate Quarterly Payments | $ 6,200,000 | 7,500,000 | |||||||||||||||||||||
Offset costs in research and development expense | 5,200,000 | ||||||||||||||||||||||
Deferred revenue - current portion | 6,389,000 | 6,389,000 | 6,389,000 | ||||||||||||||||||||
Deferred Revenue, long term | 38,333,000 | $ 38,333,000 | 41,528,000 | ||||||||||||||||||||
The University of Texas MD Anderson Cancer Center and The Texas A & M University System | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Milestone maximum payment | $ 4,500,000 | ||||||||||||||||||||||
Number of products | Patent | 2 | ||||||||||||||||||||||
Options to purchase common stock | shares | 50,222 | ||||||||||||||||||||||
Shares vested | shares | 37,666 | ||||||||||||||||||||||
The University of Texas MD Anderson Cancer Center and The Texas A & M University System | Research and Development Expense | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Issuance of common stock in a license agreement | $ 87,000 | ||||||||||||||||||||||
The University of Texas MD 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 vested | shares | 12,556 | ||||||||||||||||||||||
Solasia | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Upfront payment received | $ 5,000,000 | ||||||||||||||||||||||
Milestone payment received | $ 1,000,000 | ||||||||||||||||||||||
Miles stone payment payable | $ 1,000,000 | ||||||||||||||||||||||
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 | ||||||||||||||||||||||
Baxter Healthcare Corporation | Upon the successful U.S. IND application for indibulin | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Installment payments | 0 | 0 | |||||||||||||||||||||
Baxter Healthcare Corporation | Upon the successful U.S. IND application for indibulin | Scenario, Forecast | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Additional payment payable amount | $ 250,000 | ||||||||||||||||||||||
License Agreement | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Research and Development Expense | $ 67,300,000 | $ 67,300,000 | |||||||||||||||||||||
Issuance of common stock in licensing agreement, shares | shares | 11,722,163 | 11,722,163 | |||||||||||||||||||||
ARES Trading License | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Research and Development Expense | 276,000 | $ 276,000 | |||||||||||||||||||||
Agreement termination, notice period | 90 days | ||||||||||||||||||||||
Milestone payments, percentage | 50.00% | ||||||||||||||||||||||
Agreement commencement date | 2015-05 | ||||||||||||||||||||||
Deferred revenue, revenue recognized | 1,600,000 | $ 1,600,000 | $ 1,600,000 | $ 1,600,000 | |||||||||||||||||||
Deferred revenue, upfront payment | $ 44,700,000 | $ 44,700,000 | $ 47,900,000 | $ 57,500,000 | |||||||||||||||||||
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 | ||||||||||||||||||||||
Series 1 Preferred Stock | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Preferred stock, stated value | $ / shares | $ 1,200 | $ 1,200 | $ 1,200 | ||||||||||||||||||||
Prepaid Expenses and Other Current Assets | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Pre paid research and development expenses | $ 27,300,000 | $ 27,300,000 | |||||||||||||||||||||
Development Milestone Payments | ARES Trading License | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Payments for development, regulatory and commercial milestones per Product | 60,000,000 | ||||||||||||||||||||||
Regulatory Milestone Payments | ARES Trading License | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Payments for development, regulatory and commercial milestones per Product | 148,000,000 | ||||||||||||||||||||||
Commercial Milestone Payments | ARES Trading License | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Payments for development, regulatory and commercial milestones per Product | 205,000,000 | ||||||||||||||||||||||
Substantive Milestones | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Potential milestone payment | 15,000,000 | $ 15,000,000 | |||||||||||||||||||||
Intrexon Corporation | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Contract termination description | The Company's obligation to pay 20% of net profits or revenue described above with respect to these "retained" products will survive termination of the Channel Agreement. | ||||||||||||||||||||||
Licensing fee | $ 10,000,000 | $ 115,000,000 | |||||||||||||||||||||
Milestone payment receivable | $ 5,000,000 | ||||||||||||||||||||||
Milestone payment receivable period | 2 years | ||||||||||||||||||||||
Upfront payment received | $ 57,500,000 | ||||||||||||||||||||||
Percentage of upfront fee Payable | 50.00% | ||||||||||||||||||||||
Milestone maximum payment | $ 50,000,000 | $ 50,000,000 | |||||||||||||||||||||
Intrexon Corporation | 2016 GvHD Amendment | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Royalty percentage of net profit | 20.00% | ||||||||||||||||||||||
Contract termination description | The Company's obligation to pay 20% of net profits or revenue with respect to these "retained" products will survive termination of the GvHD Agreement. | ||||||||||||||||||||||
Licensing fee | $ 10,000,000 | ||||||||||||||||||||||
Research and Development Expense | $ 10,000,000 | ||||||||||||||||||||||
Agreement termination period | 24 months | ||||||||||||||||||||||
Agreement termination, notice period | 90 days | ||||||||||||||||||||||
Intrexon Corporation | License Agreement | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Cash consideration for license agreement | $ 50,000,000 | ||||||||||||||||||||||
Intrexon Corporation | Letter Agreement | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Cash consideration for license agreement | $ 7,500,000 | ||||||||||||||||||||||
Intrexon Corporation | Cooperative Research and Development Agreement | National Cancer Institute | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Obligation for payment | $ 7,500,000 | ||||||||||||||||||||||
Miles stone payment payable | $ 625,000 | ||||||||||||||||||||||
Milestone payment paid | $ 1,300,000 | ||||||||||||||||||||||
Intrexon Corporation | Quarterly Payment | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Royalty percentage of net profit | 20.00% | ||||||||||||||||||||||
Percentage of revenue agreed to pay which is obtained from sublicensor | 50.00% | ||||||||||||||||||||||
Intrexon Corporation | Quarterly Payment | 2016 GvHD Amendment | After Amendment | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Royalty percentage of net profit | 20.00% | ||||||||||||||||||||||
Intrexon Corporation | Quarterly Payment | 2016 GvHD Amendment | Before Amendment | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Royalty percentage of net profit | 50.00% | ||||||||||||||||||||||
Intrexon Corporation | Quarterly Payment | ECP Channel Agreement | After Amendment | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Royalty percentage of net profit | 20.00% | ||||||||||||||||||||||
Intrexon Corporation | Quarterly Payment | ECP Channel Agreement | Before Amendment | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Royalty percentage of net profit | 50.00% | ||||||||||||||||||||||
Intrexon Corporation | Series 1 Preferred Stock | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Issuance of common stock in licensing agreement, shares | shares | 100,000 | 3,313 | |||||||||||||||||||||
Preferred stock, stated value | $ / shares | $ 1,200 | ||||||||||||||||||||||
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 | ||||||||||||||||||||||
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 | ||||||||||||||||||||||
New York, NY | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Letter of credit | $ 388,000 | 388,000 | $ 388,000 | ||||||||||||||||||||
Operating lease expiration month and year | 2018-10 | ||||||||||||||||||||||
Loss on sublease | $ 729,000 | ||||||||||||||||||||||
Obligation for payment | 2,300,000 | ||||||||||||||||||||||
Sublease revenue from subtenant | $ 1,600,000 | ||||||||||||||||||||||
Boston, MA | |||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||
Operating lease expiration month and year | 2016-08 | ||||||||||||||||||||||
Security deposits | $ 128,000 | $ 128,000 | $ 128,000 | ||||||||||||||||||||
Sublease term amendment | Aug. 31, 2021 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | May 11, 2017 | Jun. 29, 2016 | Jan. 08, 2016 | Sep. 28, 2015 | Jun. 29, 2015 | Mar. 27, 2015 | Feb. 03, 2015 | Jan. 06, 2011 | Sep. 30, 2015 | Jul. 31, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | ||||||||||||||||
Stock issued during period | 9,708,738 | |||||||||||||||
Commitment to purchase common stock | $ 2 | |||||||||||||||
Stock buy back | $ 1,042 | |||||||||||||||
Change in fair value of derivative liability | $ 66 | (1,494) | ||||||||||||||
Research and Development Expense | $ 10,831 | $ 129,228 | 22,798 | 139,427 | ||||||||||||
Research and Development Service Agreement Aggregate Quarterly Payments | 6,200 | 7,500 | ||||||||||||||
Research and Development Service Agreement Aggregate Quarterly Payments | $ 32,500 | |||||||||||||||
Series 1 Preferred Stock | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Preferred stock, stated value | $ 1,200 | $ 1,200 | $ 1,200 | |||||||||||||
Temporary equity, fair value | $ 4,900 | $ 4,900 | ||||||||||||||
License Agreement | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Issuance of common stock in licensing agreement (in shares) | 11,722,163 | 11,722,163 | ||||||||||||||
Research and Development Expense | $ 67,300 | $ 67,300 | ||||||||||||||
Intrexon Corporation | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Stock issued during period | 1,440,000 | |||||||||||||||
Percentage of commitment for payments from receipts of upfronts, milestones and royalties | 50.00% | |||||||||||||||
Commitment to purchase common stock | $ 43,500 | $ 50,000 | ||||||||||||||
Stock buy back (Shares) | 3,711 | |||||||||||||||
Stock buy back | $ 34 | |||||||||||||||
Share buy back discount on closing price | 5.00% | |||||||||||||||
Company re-purchased additional shares | 168 | |||||||||||||||
Company re-purchased additional shares Value | $ 2 | |||||||||||||||
Licensing fee | $ 10,000 | $ 115,000 | ||||||||||||||
Amounts expensed for services incurred | 11,200 | $ 12,100 | ||||||||||||||
Amount due to related party, current | $ 3,700 | $ 3,700 | $ 3,400 | |||||||||||||
Intrexon Corporation | Series 1 Preferred Stock | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Issuance of common stock in licensing agreement (in shares) | 100,000 | 3,313 | ||||||||||||||
Preferred stock, stated value | $ 1,200 | |||||||||||||||
Dividends, preferred stock | $ 12 | |||||||||||||||
Intrexon Corporation | 2016 GvHD Amendment | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Licensing fee | $ 10,000 | |||||||||||||||
Royalty percentage of net profit | 20.00% | |||||||||||||||
Research and Development Expense | $ 10,000 | |||||||||||||||
Intrexon Corporation | Quarterly Payment | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Royalty percentage of net profit | 20.00% | |||||||||||||||
Intrexon Corporation | Quarterly Payment | ECP Channel Agreement | After Amendment | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Royalty percentage of net profit | 20.00% | |||||||||||||||
Intrexon Corporation | Quarterly Payment | ECP Channel Agreement | Before Amendment | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Royalty percentage of net profit | 50.00% | |||||||||||||||
Intrexon Corporation | Quarterly Payment | 2016 GvHD Amendment | After Amendment | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Royalty percentage of net profit | 20.00% | |||||||||||||||
Intrexon Corporation | Quarterly Payment | 2016 GvHD Amendment | Before Amendment | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Royalty percentage of net profit | 50.00% |
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, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 2,058 | $ 2,066 | $ 4,082 | $ 4,075 |
Research and Development Expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 596 | 476 | 1,156 | 893 |
General and Administrative Expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 1,462 | $ 1,590 | $ 2,926 | $ 3,182 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options, granted | 148,500 | 116,000 | 265,500 | 136,000 |
Weighted-average grant date fair value | $ 4.48 | $ 5.91 | $ 4.45 | $ 5.62 |
Accounting Standards Update 2016-09 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Cumulative effect adjustment | $ (122) | $ (122) | ||
Unvested Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation costs related to unvested restricted stock outstanding | 3,000 | $ 3,000 | ||
Expected recognition period | 1 year 5 months 23 days | |||
Unvested Restricted Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected recognition period | 1 year 4 months 13 days | |||
Unrecognized stock-based compensation expense related to unvested restricted stock | $ 7,500 | $ 7,500 |
Fair Value of Stock Options Ass
Fair Value of Stock Options Assumptions Using Black-Scholes Option Valuation Model (Detail) | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Risk-free interest rate, Minimum | 1.85% | 1.38% |
Risk-free interest rate, Maximum | 2.05% | 1.54% |
Expected life in years | 6 years | 6 years |
Expected volatility, Minimum | 80.93% | 80.70% |
Expected volatility, Maximum | 81.03% | 80.81% |
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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Number of Shares | ||
Beginning Balance | 3,465,335 | |
Granted | 265,500 | |
Exercised | (80,000) | |
Cancelled | (113,000) | |
Ending Balance | 3,537,835 | 3,465,335 |
Options exercisable, at end of period | 2,624,335 | 2,671,835 |
Options available for future grant | 1,625,260 | |
Weighted Average Exercise Price | ||
Beginning Balance | $ 5.07 | |
Granted | 6.39 | |
Exercised | 4.85 | |
Cancelled | 6.66 | |
Ending Balance | 5.13 | $ 5.07 |
Options exercisable, at end of period | $ 4.42 | $ 4.40 |
Weighted Average Contractual Term (Years) | ||
Outstanding, at end of period | 6 years 6 months 3 days | |
Options exercisable, at end of period | 5 years 6 months 25 days | 5 years 10 months 17 days |
Aggregate Intrinsic Value | ||
Outstanding, at end of period | $ 5,876 | |
Options exercisable, at end of period | $ 5,400 | $ 3,383 |
Summary of Unvested Restricted
Summary of Unvested Restricted Stock (Detail) - Unvested Restricted Common Stock | 6 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Number of Shares | |
Beginning Balance | shares | 1,680,492 |
Granted | shares | 0 |
Vested | shares | (350,000) |
Cancelled | shares | 0 |
Ending Balance | shares | 1,330,492 |
Weighted Average Grant Date Fair Value | |
Beginning Balance | $ / shares | $ 7.49 |
Granted | $ / shares | 0 |
Vested | $ / shares | 9.35 |
Cancelled | $ / shares | 0 |
Ending Balance | $ / shares | $ 9.46 |
Preferred Stock - Additional In
Preferred Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jun. 29, 2016 | Jun. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | Jul. 01, 2016 |
Preferred Stock [Line Items] | |||||
Preferred stock, shares authorized | 30,000,000 | 30,000,000 | 30,000,000 | ||
Change in fair value of derivative liability | $ 66 | $ (1,494) | |||
Series 1 Preferred Stock | |||||
Preferred Stock [Line Items] | |||||
Preferred stock, shares authorized | 250,000 | 250,000 | |||
Preferred stock, shares issued | 112,713 | 112,713 | 106,184 | ||
Preferred stock, stated value | $ 1,200 | $ 1,200 | $ 1,200 | ||
Maximum percentage of common stock issuable upon conversion of preferred stock | 19.90% | 19.90% | |||
Fair value of Series 1 preferred stock as a component of temporary equity | $ 134,234 | $ 134,234 | $ 125,321 | ||
Temporary equity, fair value | 4,900 | 4,900 | |||
Intrexon Corporation | |||||
Preferred Stock [Line Items] | |||||
Embedded conversion liability | $ 700 | $ 700 | |||
Fair value of Series 1 preferred stock as a component of temporary equity | $ 118,400 | ||||
Intrexon Corporation | Series 1 Preferred Stock | |||||
Preferred Stock [Line Items] | |||||
Preferred stock, shares issued | 100,000 | 3,313 | 3,313 | ||
Preferred stock, stated value | $ 1,200 | ||||
Preferred stock, conversion rate | $ 1 | ||||
Maximum percentage of common stock issuable upon conversion of preferred stock | 19.90% | ||||
Preferred stock monthly dividend payable (per share) | $ 12 | ||||
Intrexon Corporation | Series 1 Preferred Stock | Before Conversion Event Date | |||||
Preferred Stock [Line Items] | |||||
Preferred stock monthly dividend payable (per share) | $ 12 | ||||
Intrexon Corporation | Series 1 Preferred Stock | Remaining Unconverted Shares | |||||
Preferred Stock [Line Items] | |||||
Preferred stock monthly dividend payable (per share) | $ 24 |
Fair Values of Derivative Instr
Fair Values of Derivative Instruments to be classified as Derivative Liabilities on Balance Sheet (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Mar. 31, 2017 |
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | $ 2,480 | $ 2,471 |
Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liabilities | $ 2,480 |
Change in Derivative Liability
Change in Derivative Liability (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2017 | Jun. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Balance, March 31, 2017 | $ 2,471 | |
Dividends | 75 | |
Change in fair value of derivative liabilities | (66) | $ 1,494 |
Balance, June 30, 2017 | $ 2,480 | $ 2,480 |
Fair Value Assumptions Used in
Fair Value Assumptions Used in Probability Weighted Approach and Monte Carlo Simulation Model (Detail) - Series 1 Preferred Stock - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Derivatives, Fair Value [Line Items] | ||
Risk-free interest rate | 1.84% | 1.69% |
Expected dividend rate | 0.00% | 0.00% |
Expected volatility | 69.90% | 72.70% |
Preferred stock conversion limit - percentage of outstanding common stock | 19.90% | 19.90% |
Preferred conversion floor price | $ 1 | $ 1 |