Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 21, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | ZIOP | ||
Entity Registrant Name | ZIOPHARM ONCOLOGY INC | ||
Entity Central Index Key | 1,107,421 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 142,398,936 | ||
Entity Public Float | $ 808,804,937 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 70,946 | $ 81,053 |
Receivables | 19 | 21 |
Prepaid expenses and other current assets | 19,818 | 23,810 |
Total current assets | 90,783 | 104,884 |
Property and equipment, net | 1,211 | 843 |
Deposits | 128 | 128 |
Other non-current assets | 13,484 | 493 |
Total assets | 105,606 | 106,348 |
Current liabilities: | ||
Accounts payable | 4,417 | 156 |
Accrued expenses | 9,909 | 9,109 |
Deferred revenue - current portion | 6,389 | 6,389 |
Deferred rent - current portion | 141 | 155 |
Total current liabilities | 20,856 | 15,809 |
Deferred revenue, net of current portion | 35,139 | 41,528 |
Deferred rent, net of current portion | 1 | 126 |
Derivative liabilities | 2,424 | 862 |
Total liabilities | 58,420 | 58,325 |
Commitments and contingencies (Note 7) | ||
Preferred stock, $0.001 par value, 30,000,000 shares authorized | ||
Stockholders' deficit: | ||
Common stock, $0.001 par value; 250,000,000 shares authorized; 142,658,037 and 132,376,670 shares issued and outstanding at December 31, 2017 and 2016, respectively | 143 | 132 |
Additional paid-in capital - common stock | 615,493 | 580,567 |
Accumulated deficit | (712,442) | (657,997) |
Total stockholders' deficit | (96,806) | (77,298) |
Total liabilities and stockholders' deficit | 105,606 | 106,348 |
Series 1 Preferred Stock | ||
Current liabilities: | ||
Series 1 preferred stock, $1,200 stated value; 250,000 designated; 119,644 and 106,184 shares issued and outstanding at December 31, 2017 and respectively; liquidation value of $143.6 million and $127.4 million at December 31, 2017 and 2016, respectively | $ 143,992 | $ 125,321 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Dec. 31, 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 | 142,658,037 | 132,376,670 |
Common stock, shares outstanding | 142,658,037 | 132,376,670 |
Series 1 Preferred Stock | ||
Preferred stock, stated value | $ 1,200 | $ 1,200 |
Preferred stock, shares authorized | 250,000 | 250,000 |
Preferred stock, shares issued | 119,644 | 106,184 |
Preferred stock, shares outstanding | 119,644 | 106,184 |
Preferred stock, liquidation preference | $ 143.6 | $ 127.4 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||
Collaboration revenue | $ 6,389 | $ 6,861 | $ 4,332 |
Operating expenses: | |||
Research and development | 45,084 | 157,791 | 106,785 |
General and administrative | 14,798 | 14,377 | 17,647 |
Total operating expenses | 59,882 | 172,168 | 124,432 |
Loss from operations | (53,493) | (165,307) | (120,100) |
Other income (expense), net | 465 | 134 | 12 |
Change in fair value of derivative liabilities | (1,295) | (124) | |
Net loss | (54,323) | (165,297) | (120,088) |
Preferred stock dividends | (18,938) | (7,123) | |
Net loss applicable to common stockholders | $ (73,261) | $ (172,420) | $ (120,088) |
Basic and diluted net loss per share | $ (0.53) | $ (1.32) | $ (0.96) |
Weighted average common shares outstanding used to compute basic and diluted net loss per share | 136,938,264 | 130,391,463 | 125,416,084 |
STATEMENTS OF CHANGES IN PREFER
STATEMENTS OF CHANGES IN PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid In Capital Common Stock | Accumulated Deficit | Series 1 Preferred Stock - Mezzanine |
Balance at Dec. 31, 2014 | $ 33,841 | $ 104 | $ 406,349 | $ (372,612) | |
Balance (in shares) at Dec. 31, 2014 | 104,452,105 | ||||
Exercise of employee stock options | $ 4,568 | $ 3 | 4,566 | ||
Exercise of employee stock options (in shares) | 3,249,160 | 2,519,267 | |||
Stock-based compensation | $ 7,997 | 7,997 | |||
Issuance of restricted common stock | $ 2 | (2) | |||
Issuance of restricted common stock (in shares) | 1,590,574 | ||||
Issuance of common stock in licensing agreement | 67,285 | $ 12 | 67,273 | ||
Issuance of stock in a license agreement (in shares) | 11,722,163 | ||||
Repurchase of shares of restricted common stock | (518) | (518) | |||
Repurchase of shares of restricted common stock (in shares) | (61,819) | ||||
Repurchase of common stock | (34) | (34) | |||
Repurchase of common stock (Shares) | (3,711) | ||||
Issuance of common stock, net of commissions and expenses | 94,320 | $ 12 | 94,309 | ||
Issuance of common stock, net of commissions and expenses (in shares) | 11,500,000 | ||||
Net loss | (120,088) | (120,088) | |||
Balance at Dec. 31, 2015 | 87,371 | $ 132 | 579,939 | (492,700) | |
Balance (in shares) at Dec. 31, 2015 | 131,718,579 | ||||
Exercise of employee stock options | $ 714 | $ 2 | 712 | ||
Exercise of employee stock options (in shares) | 234,833 | 189,696 | |||
Stock-based compensation | $ 8,452 | 8,452 | |||
Issuance of restricted common stock | $ 712 | (712) | |||
Issuance of restricted common stock (in shares) | 711,770 | ||||
Issuance of common stock in licensing agreement | 87 | 87 | $ 118,242 | ||
Issuance of stock in a license agreement (in shares) | 100,000 | ||||
Repurchase of shares of restricted common stock | (1,500) | $ (2) | (1,498) | ||
Repurchase of shares of restricted common stock (in shares) | (243,207) | ||||
Repurchase of common stock | (2) | (2) | |||
Repurchase of common stock (Shares) | (168) | ||||
Preferred stock dividends | $ 7,079 | ||||
Preferred stock dividends | (7,123) | (7,123) | |||
Preferred stock dividends (in shares) | 6,184 | ||||
Net loss | (165,297) | (165,297) | |||
Balance at Dec. 31, 2016 | (77,298) | $ 132 | 580,567 | (657,997) | $ 125,321 |
Balance (in shares) at Dec. 31, 2016 | 132,376,670 | 106,184 | |||
Exercise of employee stock options | $ 88 | $ 1 | 87 | ||
Exercise of employee stock options (in shares) | 180,000 | 59,864 | |||
Stock-based compensation | $ 8,454 | 8,454 | |||
Issuance of restricted common stock | $ 1 | (1) | |||
Issuance of restricted common stock (in shares) | 907,032 | ||||
Repurchase of common stock | (2,059) | $ (1) | (2,058) | ||
Repurchase of common stock (Shares) | (394,267) | ||||
Issuance of common stock, net of commissions and expenses | 47,270 | $ 10 | 47,260 | ||
Issuance of common stock, net of commissions and expenses (in shares) | 9,708,738 | ||||
Preferred stock dividends | $ 18,672 | ||||
Preferred stock dividends | (18,938) | (18,938) | |||
Preferred stock dividends (in shares) | 13,460 | ||||
Net loss | (54,323) | (54,323) | |||
Balance at Dec. 31, 2017 | $ (96,806) | $ 143 | 615,493 | (712,442) | $ 143,993 |
Balance (in shares) at Dec. 31, 2017 | 142,658,037 | 119,644 | |||
Cumulative effect adjustment (Note 3) | $ 122 | $ (122) |
STATEMENTS OF CHANGES IN PREFE6
STATEMENTS OF CHANGES IN PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Stockholders' Equity [Abstract] | |||
Issuance of common stock, commissions and expenses | $ 2,700 | $ 109 | $ 6,305 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||
Net loss | $ (54,323) | $ (165,297) | $ (120,088) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 369 | 290 | 357 |
Stock-based compensation | 8,454 | 8,452 | 7,997 |
Common stock issued in exchange for license agreement | 67,285 | ||
Preferred stock issued in exchange for 2016 ECP amendment | 118,936 | ||
Change in fair value of derivative liabilities | 1,295 | 124 | |
Issuance of common stock in a license agreement | 87 | ||
(Increase) decrease in: | |||
Receivables | 2 | 425 | (301) |
Prepaid expenses and other current assets | 3,992 | (12,452) | (10,214) |
Other noncurrent assets | (12,991) | (3) | |
Increase (decrease) in: | |||
Accounts payable | 4,261 | (1,852) | 4 |
Accrued expenses | 800 | 203 | 1,724 |
Deferred revenue | (6,389) | (6,861) | 53,418 |
Deferred rent | (139) | (380) | (189) |
Net cash used in operating activities | (54,669) | (58,325) | (10) |
Cash flows from investing activities: | |||
Purchases of property and equipment | (737) | (551) | (412) |
Net cash used in investing activities | (737) | (551) | (412) |
Cash flows from financing activities: | |||
Proceeds from exercise of stock options | 88 | 714 | 4,568 |
Issuance of restricted common stock | (2,059) | (1,500) | (518) |
Repurchase of common stock | (2) | (34) | |
Proceeds from issuance of common stock, net | 47,270 | 94,320 | |
Net cash provided by (used in) financing activities | 45,299 | (788) | 98,336 |
Net decrease in cash and cash equivalents | (10,107) | (59,664) | 97,914 |
Cash and cash equivalents, beginning of period | 81,053 | 140,717 | 42,803 |
Cash and cash equivalents, end of period | 70,946 | 81,053 | 140,717 |
Supplementary disclosure of cash flow information: | |||
Cash paid for interest | 0 | 0 | 0 |
Cash paid for income taxes | 0 | 0 | 0 |
Supplementary disclosure of noncash investing and financing activities: | |||
Issuance of stock | $ 67,285 | ||
Series 1 Preferred Stock | |||
Supplementary disclosure of noncash investing and financing activities: | |||
Issuance of stock | 119,045 | ||
Payment of dividends in preferred stock | $ 18,938 | $ 7,123 |
Organization and Going Concern
Organization and Going Concern | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Organization and Going Concern | 1. Organization and Going Concern ZIOPHARM Oncology, Inc., which is referred to herein as “ZIOPHARM,” the “Company,” or “we”, is a biopharmaceutical company seeking to develop, acquire, and commercialize, on its own or with partners, a diverse portfolio of immuno-oncology therapies. 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 losses will continue for the foreseeable future. At December 31, 2017, the Company’s accumulated deficit was approximately $712.4 million. Given its current development plans, the Company anticipates cash resources will be sufficient to fund operations into the fourth quarter of 2018. The Company’s ability to continue operations after its current cash resources are exhausted depends on its ability to obtain additional financing or to achieve profitable operations, as to which no assurances can be given. Cash requirements may vary materially from those now planned because of changes in the Company’s focus and direction of its research and development programs, competitive and technical advances, patent developments, regulatory changes or other developments. Additional financing will be required to continue operations after the Company exhausts its current cash resources and to continue its long-term plans for clinical trials and new product development (Note 3). As of December 31, 2017, the Company had approximately $70.9 million of cash and cash equivalents. Given its development plans, the Company 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. The forecast of cash resources is forward-looking information that involves risks and uncertainties, and the actual amount of the Company’s 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 the Company’s expenses could prove to be significantly higher than currently anticipated. Management does not know whether additional financing will be on terms favorable or acceptable to the Company when needed, if at all. 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 products, management may need to curtail development efforts. Based on the forecast, management determined that there is substantial doubt regarding our ability to continue as a going concern. |
Financings
Financings | 12 Months Ended |
Dec. 31, 2017 | |
Text Block [Abstract] | |
Financings | 2. Financings On February 3, 2015, the Company entered into an underwriting agreement with J.P. Morgan Securities LLC, as representative of the several underwriters named therein, relating to the issuance and sale of 10,000,000 shares of its common stock. The price to the public in the offering was $8.75 per share, and the underwriters agreed to purchase the shares from the Company pursuant to the underwriting agreement at a purchase price of $8.225 per share. Under the terms of the underwriting agreement, the Company also granted the underwriters an option, exercisable for 30 days, to purchase up to an additional 1,500,000 shares of common stock at a purchase price of $8.225 per share. The offering was made pursuant to the Company’s registration statement on Form S-3 No. 333-201826) On May 11, 2017, the Company sold in an underwritten offering an aggregate of 9,708,738 shares of its common stock to a single investor. The price to the investor 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 registration statement on Form S-3ASR No. 333-201826) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America or U.S. GAAP. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 our financial statements are: • Clinical trial expenses; • Collaboration agreements; • Fair value measurements of stock-based compensation and Series 1 preferred stock (and related dividends); 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. Cash and Cash Equivalents Cash equivalents consist primarily of demand deposit accounts and deposits in short-term U.S. treasury money market mutual funds. Cash equivalents are stated at cost, which approximates fair market value. Concentrations of Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company maintains cash accounts in commercial banks, which may, at times, exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. Property and Equipment Property and equipment are recorded at cost. Expenditures for maintenance and repairs are charged to expense while the costs of significant improvements are capitalized. Depreciation is provided using the straight-line method over the following estimated useful lives of the related assets, which is between three and five years. Upon retirement or sale, the cost of the assets disposed of and the related accumulated depreciation are eliminated from the balance sheets and related gains or losses are reflected in the statements of operations. Restricted Cash Restricted cash consists of $388 thousand, which is restricted as collateral for the Company’s facility leases and included in current assets, and $104 thousand, which is restricted as collateral for a line of credit and is included in other assets. Long-Lived Assets The Company reviews the carrying values of its long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be recoverable. Any long-lived assets held for disposal are reported at the lower of their carrying amounts or fair values less costs to sell. Operating Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, the Company’s Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business in one operating segment and does not track expenses on a program-by-program Fair Value Measurements The Company has certain financial assets and liabilities recorded at fair value which have been classified as Level 1, 2 or 3 within the fair value hierarchy as described in the accounting standards for fair value measurements. • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Assets and liabilities measured at fair value on a recurring basis as of December 31, 2017 and 2016 are as follows: ($ in thousands) Fair Value Measurements at Reporting Date Using Description Balance as of Quoted Prices in Significant Other Significant Cash equivalents $ 66,156 $ 66,156 $ — $ — Derivative liabilities $ (2,424 ) $ — $ — $ (2,424 ) ($ in thousands) Fair Value Measurements at Reporting Date Using Description Balance as of Quoted Prices in Significant Other Significant Cash equivalents $ 77,120 $ 77,120 $ — $ — 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 7 and 9, the Company issued 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. 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 7 for additional disclosures on the 2016 ECP Amendment and 2016 GvHD Amendment and Note 9 for additional disclosure on the rights and preferences of the Series 1 preferred stock and valuation methodology. Revenue Recognition from Collaboration Agreements The Company has primarily generated revenue through collaboration arrangements with strategic partners for the development and commercialization of product candidates. The Company recognizes revenue for each unit of accounting when evidence of an arrangement exists, delivery has occurred or services have been rendered, the seller’s price to the buyer is fixed or determinable and collectability is reasonably assured. The Company’s collaboration agreements may provide for various types of payments, including upfront payments, funding of research and development, milestone payments, licensing fees and product royalties. The specifics of the Company’s significant agreements are detailed in Note 7. The Company considers a variety of factors in determining the appropriate method of accounting for its collaboration agreements, including whether multiple deliverables can be separated and accounted for individually as separate units of accounting. Pursuant to the guidance in FASB Accounting Standards Codification (ASC) 605-25, Multiple-Element Arrangements 605-25), Where there are multiple deliverables within a collaboration agreement that cannot be separated and therefore are combined into a single unit of accounting, revenues are deferred and recognized over the estimated period of performance, which is typically the development term. If the deliverables can be separated, the Company applies the relevant revenue recognition guidance to each individual unit of accounting. The specific methodology for the recognition of the underlying revenue is determined on a case-by-case At the inception of an arrangement that includes milestone payments, the Company evaluates whether each milestone is substantive and at risk to both parties on the basis of the contingent nature of the milestone. This evaluation includes an assessment of whether: (i) the consideration is commensurate with either the Company’s performance to achieve the milestone or the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from the Company’s performance to achieve the milestone, (ii) the consideration relates solely to past performance and (iii) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. The Company evaluates factors such as the scientific, clinical, regulatory, commercial and other risks that must be overcome to achieve the respective milestone and the level of effort and investment required to achieve the respective milestone in making this assessment. There is considerable judgement involved in determining whether a milestone satisfies all of the criteria required to conclude that a milestone is substantive. In accordance with FASB ASC 605-28, Milestone Method 605-28), Research and Development Costs Research and development expenditures are charged to the statement of operations as incurred. Such costs include proprietary research and development activities, purchased research and development, and expenses associated with research and development contracts, whether performed by the Company or contracted with independent third parties. Income Taxes Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences of temporary differences between the financial statement carrying amounts and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to be recovered or settled. The Company evaluates the realizability of its deferred tax assets and establishes a valuation allowance when it is more likely than not that all or a portion of deferred tax assets will not be realized. The Company accounts for uncertain tax positions using a “more-likely-than-not” Accounting for Stock-Based Compensation Stock-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the employee’s requisite service period. Stock-based compensation expense is based on the number of awards ultimately expected to vest and is therefore reduced for an estimate of the awards that are expected to be forfeited prior to vesting. Consistent with prior years, the Company uses the Black-Scholes option pricing model which requires estimates of the expected term option holders will retain their options before exercising them and the estimated volatility of the Company’s common stock price over the expected term. The Company recognizes the full impact of its share-based employee payment plans in the statements of operations for each of the years ended December 31, 2017, 2016, and 2015 and did not capitalize any such costs on the balance sheets. The Company recognized $2.5 million, $3.0 million, and $5.3 million of compensation expense related to vesting of stock options during the years ended December 31, 2017, 2016, and 2015, respectively. In the years ended December 31, 2017, 2016, and 2015, the Company recognized $6.0 million, $5.5 million, and $2.7 million of compensation expense, respectively, related to vesting of restricted stock (see Note 11). The total compensation expense relating to vesting of stock options and restricted stock awards for the years ended December 31, 2017, 2016, and 2015 was $8.5 million, $8.5 million, and $8.0 million, respectively. The following table presents share-based compensation expense included in the Company’s Statements of Operations: Year ended December 31, (in thousands) 2017 2016 2015 Research and development $ 2,401 $ 2,077 $ 1,403 General and administrative 6,053 6,375 6,594 Share based employee compensation expense before tax 8,454 8,452 7,997 Income tax benefit — — — Net share based employee compensation expense $ 8,454 $ 8,452 $ 7,997 The fair value of each stock option is estimated at the date of grant using the Black-Scholes option pricing model. The estimated weighted-average fair value of stock options granted to employees in 2017, 2016, and 2015 was approximately $3.94, $4.43, and $10.47 per share, respectively. Assumptions regarding volatility, expected term, dividend yield and risk-free interest rate are required for the Black-Scholes model. The volatility assumption is based on the Company’s historical experience. The risk-free interest rate is based on a U.S. treasury note with a maturity similar to the option award’s expected life. The expected life represents the average period of time that options granted are expected to be outstanding. The Company calculated expected term using the simplified method described in SEC Staff Accounting Bulletin, or SAB, No. 107 and No. 110 as it continues to meet the requirements promulgated in SAB No. 110. The assumptions for volatility, expected life, dividend yield and risk-free interest rate are presented in the table below: 2017 2016 2015 Weighted average risk-free interest rate 1.85 - 2.27% 1.27 - 2.09% 1.46 - 1.93% Expected life in years 6 6 6 Expected volatility 80.31 - 81.03% 79.15 - 82.95% 79.13 - 86.81% Expected dividend yield 0 0 0 Net Loss Per Share Basic net loss per share is computed by dividing net loss by the weighted average number of common shares 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 antidilutive. Such potential common shares at December 31, 2017, 2016, and 2015 consist of the following: December 31, 2017 2016 2015 Stock options 4,352,135 3,465,335 3,481,468 Unvested restricted stock 1,808,559 1,680,492 1,586,388 Preferred stock 34,134,524 20,465,067 — 40,295,218 25,610,894 5,067,856 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 (now Precigen), 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 (now Precigen), 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 (now Precigen), ARES TRADING, S.A. and the Company, is publicly announced. Assuming a conversion event date of December 31, 2017, the Series 1 preferred stock would convert into 34,134,524 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 previous the 20 trading days ending on the conversion event date or (ii) $1.00 per share. See Note 7 and Note 9 for additional disclosure regarding the 2016 ECP Amendment and 2016 GvHD Amendment, valuation methodology and significant assumptions. New Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross Versus Net) Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients ASC 606 clarifies the principles for recognizing revenue and develops a common revenue standard for U.S. GAAP and International Financial Reporting Standards, or IFRS. This standard removes inconsistencies and weaknesses between U.S. GAAP and IFRS in revenue requirements, provides a more robust framework for addressing revenue issues, improves comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets, provides more useful information to users of financial statements through improved disclosure requirements, and simplifies the preparation of financial statements by reducing the number of requirements to which an entity must refer. This update is effective for annual periods beginning after December 15, 2017, including interim periods within that reporting period. The Company adopted this standard using the modified retrospective approach on January 1, 2018. The Company has substantially completed our assessment and the implementation resulted in a cumulative effect adjustment to accumulated deficit as of January 1, 2018 of approximately $8.1 million and a corresponding increase to the contract liability (formerly deferred revenue). The adjustment is related to the Company’s Ares Trading License and Collaboration Agreement (Note 7), which is the Company’s sole contract outstanding at January 1, 2018 (Note 3). The Company has a full valuation allowance so there will be no effect on incomes taxes as a result of this adoption. The Company will recognize collaboration revenue under certain of the Company’s license or collaboration agreements that are within the scope of ASC 606. The terms of these agreements may contain multiple performance obligations, which may include licenses and research and development activities. The Company evaluates these agreements under ASC 606 to determine the distinct performance obligations. Prior to recognizing revenue, the Company makes estimates of the transaction price, including variable consideration that are subject to a constraint. Amounts of variable consideration are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur and when the uncertainty associated with the variable consideration is subsequently resolved. Variable consideration may include nonrefundable upfront license fees, payments for research and development activities, reimbursement of certain third-party costs, payments based upon the achievement of specified milestones, and royalty payments based on product sales derived from the collaboration. If there are multiple distinct performance obligations, including material rights, the Company allocates the transaction price to each distinct performance obligation based on its relative standalone selling price. The standalone selling price is generally determined based on the prices charged to customers or using expected cost plus margin. Revenue is recognized by measuring the progress toward complete satisfaction of the performance obligations using an input measure, in accordance with ASC-340-40, Other Assets and Deferred Costs: Contracts with Customers As it relates to the Ares Trading License and Collaboration Agreement (Note 7), the Company determined that there were three performance obligations; the first performance obligation consists of the license and research development services and the other two performance obligations are material rights as it relates to potential future targets that have not yet been identified. The transaction price of $57.5 million was allocated to the performance obligations based on their relative standalone selling prices. In February 2016, the FASB issued ASU No. 2016-02, Leases 2016-02. 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 Scope of Modification Accounting 2017-09, 2017-09 |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | 4. Property and Equipment, net Property and equipment, net, consists of the following: December 31, (in thousands) 2017 2016 Office and computer equipment $ 1,215 $ 1,162 Software 913 907 Leasehold improvements 1,553 1,158 Research and development equipment 1,161 878 4,842 4,105 Less: accumulated depreciation (3,631 ) (3,262 ) Property and equipment, net $ 1,211 $ 843 Depreciation charged to the statement of operations for the years ended December 31, 2017, 2016, and 2015 was $369 thousand, $290 thousand and $357 thousand, respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 5. Accrued Expenses Accrued expenses consist of the following: December 31, (in thousands) 2017 2016 Clinical consulting services $ 3,022 $ 2,342 Preclinical services 2,210 2,693 Employee compensation 1,919 1,446 Payroll taxes and benefits 1,017 646 Manufacturing services 902 1,116 Accrued vacation 361 294 Professional services 256 488 Other consulting services 222 28 Accrued rent — 56 Total $ 9,909 $ 9,109 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 6. Related Party Transactions Collaborations with Intrexon/ Precigen On January 6, 2011, the Company entered into the Channel Agreement with Intrexon (now Precigen) (Note 7). A director of the Company, Randal J. Kirk, is the chief executive officer, 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 (now Precigen) 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 Ares Trading Agreement, which the Company and Intrexon (now Precigen) entered into with Ares Trading, on March 27, 2015. The ECP Amendment provided that Intrexon (now Precigen) will pay to the Company 50% of all payments that Precigen receives for upfronts, milestones and royalties under the Ares Trading Agreement (Note 7). 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 Precigen, whereby the Company was granted the right to use Precigen’s technology directed towards in vivo On June 29, 2016, the Company entered into the 2016 ECP Amendment, with Intrexon (now Precigen), amending the Channel Agreement, and 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 (now Precigen) 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 8). 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 year ended December 31, 2017, the Company issued an aggregate of 13,460 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 $18.9 million, which is a component of temporary equity and recorded a loss on the change of the derivative liabilities in the amount of $1.3 million. See Notes 4 and 8 for additional discussion regarding the accounting for and valuation of these derivative financial instruments. During the years ended December 31, 2017, 2016, and 2015, the Company expensed $21.4 million, $22.2 million, and $16.3 million, respectively, for services performed by Intrexon. As of December 31, 2017 and 2016, the Company recorded $6.8 million and $3.4 million, respectively, in current liabilities on its balance sheet for amounts due to Intrexon. Collaboration with Precigen and MD Anderson On January 13, 2015, the Company, together with Intrexon (now Precigen), 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 Precigen hold an exclusive, worldwide license to certain technologies owned and licensed by MD Anderson, including technologies relating to novel CAR + T-cell co-exclusive non-exclusive in-process |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. 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 current assets on the balance sheet as of December 31, 2017. The collateral for the letter of credit was recorded in other current assets on the balance sheet as of December 31, 2016. The lease for office space in New York, NY expires in October 2018. On October 17, 2013, the Company entered into a sublease agreement to lease all of its New York office 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 current assets on the balance sheets. 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 On January 30, 2018, the Company entered into a lease agreement for office space in Houston, TX at MD Anderson. Under the terms of the Houston lease agreement, we lease approximately two hundred and ten square feet and are required to make rental payments at an average monthly rate of approximately $1 thousand through April 2021. Upon signing the lease agreement, the company expensed approximately $40 thousand for rent expense for the period beginning in May 2015 through December 2017. The $40 thousand for rent expense incurred from May 2015 through December 2017, and all future rent expense incurred in Houston, will be deducted from our prepayment at MD Anderson described in the license agreement section below. Future net minimum lease payments under operating leases as of December 31, 2017 are as follows (in thousands): 2018 1,129 2019 723 2020 736 2021 489 2022 and beyond — 3,077 Less: contractual sublease income (278 ) Future minimum lease payments, net $ 2,799 Total rent expense was approximately $0.7 million, $0.3 million, and $1.0 million for the years ended December 31, 2017, 2016, and 2015, 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 December 31, 2017 and 2016 of $145 thousand ($141 thousand current and $1 thousand long-term) and $281 thousand ($155 thousand current and $126 thousand long-term) respectively, which is recorded in deferred rent on the balance sheet. License Agreements Exclusive Channel Partner Agreement with Precigen for the Cancer Programs On January 6, 2011, the Company entered into the Channel Agreement with Intrexon (now Precigen), that governs a “channel partnering” arrangement in which the Company uses Precigen’s technology to research, develop and commercialize products in which DNA is administered to humans for expression of anti-cancer effectors for treatment or prophylaxis of cancer, which the Company collectively refers to as the Cancer Program. This Channel Agreement establishes committees comprising representatives of us and Precigen 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 us a worldwide license to use patents and other intellectual property of Precigen 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. Precigen 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 Precigen’s patents. After the 2016 Exclusive Channel Partner (ECP) Amendment, discussed below, and subject to certain expense allocations and other offsets provided in the Channel Agreement, the Company is obligated to pay Precigen on a quarterly basis 20% of net profits derived in that quarter from the sale of Ziopharm Products, calculated on a Ziopharm Product-by- 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 us; • 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 Precigen due to an uncured breach or a voluntary termination by us), or an ongoing Phase 1 clinical trial in the field (in the case of a termination by us due to an uncured breach or a termination by Precigen following an unconsented assignment by us or its election not to pursue development of a Superior Therapy (as defined in the Channel Agreement)). With respect to these “retained” Ziopharm Products, the Company’s obligation to pay 20% of net profits derived from the sale of Ziopharm Products and 50% of revenue derived from a sublicensor will survive termination of the Channel Agreement. Amendment of Collaborations with Precigen On March 27, 2015, the Company, together with Intrexon, now Precigen, entered into an 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 On June 29, 2016, the Company entered into (1) the 2016 ECP Amendment with Intrexon (now Precigen), amending the Channel Agreement, and (2) the 2016 GvHD Amendment, amending the Exclusive Channel Collaboration Agreement the Company entered into with Intrexon (now Precigen) in September 2015, or the GvHD Agreement. The 2016 ECP Amendment reduced the royalty percentage that the Company will pay to Precigen 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- 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 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 (see Note 9 to the accompanying financial statements). Exclusive Channel Collaboration Agreement with Precigen for GvHD On September 28, 2015, the Company entered into the GvHD Agreement with Intrexon (now Precigen), whereby the Company would use Precigen’s technology directed towards in vivo The Company paid Intrexon a technology access fee of $10.0 million in cash in October 2015 and agreed to reimburse Intrexon for all related research and development costs pursuant to the GvHD Agreement. The Company has determined that the rights acquired in the GvHD Agreement represent in-process As a result of an in-depth IL-12 License Agreement—The University of Texas MD Anderson Cancer Center On January 13, 2015, the Company, together with Intrexon (now Precigen), 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, together with Precigen, 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 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 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 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, together with Intrexon entered into a letter agreement, or the Letter Agreement, pursuant to which MD Anderson received consideration of $7.5 million in shares of common stock (or 1,597,602 shares), and $7.5 million in shares of Intrexon’s common stock, in each case based on a trailing 20-day On August 17, 2015, the Company, Intrexon (now Precigen) 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 (now Precigen) 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 provided 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 twelve months ended December 31, 2017, the Company made payments in the aggregate amount of $13.0 million to MD Anderson compared to $15.0 million during the twelve months ended December 31, 2016. The decrease in cash paid to MD Anderson during 2017 is a result of approved expenditures incurred by us being deducted from the April, July, and October quarterly payments. As of December 31, 2017, MD Anderson had used $7.3 million to offset costs incurred pursuant to the MD Anderson License and the Research and Development Agreement. The net balance of cash resources on hand at MD Anderson is $31.9 million, of which $18.5 million is included in other current assets and the remaining $13.4 million is included in non-current 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 MD Anderson License; provided, however, that following the expiration of the term of the MD Anderson License, the Company, together with Precigen, 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 MD Anderson License and the issuance of the License Shares and the Incentive Shares, on January 13, 2015, the Company, together with 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 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, together with Intrexon (now Precigen), 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 Precigen is entitled to receive $5.0 million, from Ares Trading, 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 twelve months ended December 31, 2017, the Company has expensed $1.6 million under the Ares Trading Agreement, respectively. 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 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 us. 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, were 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 its 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. 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 sales-based milestones, a royalty on net sales of darinaparsin, once commercialized, and a percentage of any sublicense revenues generated by Solasia. Solasia will be responsible for all costs related to the development, manufacturing and commercialization of darinaparsin. The Company’s Licensors, as defined in the agreement, will receive a portion of all milestone and royalty payments made by Solasia to us in accordance with the terms of the 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 us 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. The terms of the Asset Purchase Agreement included an upfront cash payment and an additional payment for existing inventory. During the year ending December 31, 2017, the Company made the final payment of $250 thousand under the asset agreement. The Company are not actively pursuing the development of indibulin. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes There is no provision for income taxes because the Company has incurred operating losses since inception. The reported amount of income tax expense for the years differs from the amount that would result from applying domestic federal statutory tax rates to pretax losses primarily because of the changes in the valuation allowance. Significant components of the Company’s deferred tax assets at December 31, 2017 and 2016 are as follows: December 31, (in thousands) 2017 2016 Net operating loss carryforwards $ 89,098 $ 100,790 Start-up 37,488 59,360 Research and development credit carryforwards 32,395 34,845 Stock compensation 1,330 2,014 Capitalized acquisition costs 5,822 9,389 Deferred revenue 11,126 18,636 Depreciation 136 227 Other 993 1,537 178,388 226,798 Less valuation allowance (178,388 ) (226,798 ) Effective tax rate $ — $ — Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. At December 31, 2017, the Company has aggregate net operating loss carryforwards for federal tax purposes of approximately $342 million and $299 million for Federal and state purposes, respectively, available to offset future federal and state taxable income to the extent permitted under the Internal Revenue Code, or IRC, expiring in varying amounts through 2037. Additionally, the Company has approximately $35 million of research and development credits at December 31, 2017, expiring in varying amounts through 2037, which may be available to reduce future taxes. In March 2016, the FASB issued ASU No. 2016-09, 2016-09), 2016-09 2016-09, Under the IRC Section 382, certain substantial changes in the Company’s ownership may limit the amount of net operating loss carryforwards that can be utilized in any one year to offset future taxable income. Section 382 of the IRC provides limits to which a corporation that has undergone a change in ownership (as defined) can utilize any net operating loss, or NOL, and general business tax credit carryforwards it may have. The Company commissioned an analysis to determine whether Section 382 could limit the use of its carryforwards in this manner. After completing the analysis, it was determined an ownership change had occurred in February 2007. As a result of this change, the Company’s NOL’s and general business tax credits from February 23, 2007 and prior would be completely limited under IRC Section 382. The deferred tax assets related to NOL’s and general business credits have been reduced by $11.2 million and $636 thousand, respectively, as a result of the change. The Company updated the IRC Section 382 analysis through December 31, 2014. It was determined a change of ownership occurred on February 28, 2011. The Company’s NOL’s were not further limited as a result of the change. The Company updated the IRC Section 382 analysis through December 31, 2016 and it was determined that there was no further change in ownership. The Company has provided a valuation allowance for the full amount of these net deferred tax assets, since it is more likely than not that these future benefits will not be realized. However, these deferred tax assets may be available to offset future income tax liabilities and expenses. The valuation allowance decreased by $48.4 million in 2017 primarily due to the change in the federal tax rate, net operating loss carryforwards, and the increase in research and development credits. Income taxes using the federal statutory income tax rate differ from the Company’s effective tax rate primarily due to non-deductible A reconciliation of income tax expense (benefit) at the statutory federal income tax rate and income taxes as reflected in the financial statements is as follows: Year Ended December 31, (in thousands) 2017 2016 2015 Federal income tax at statutory rates 34 % 34 % 34 % State income tax, net of federal tax benefit 4 % 1 % 5 % Research and development credits 3 % 3 % 3 % Stock compensation -1 % -1 % -1 % Channel rights 0 % -25 % 0 % Research and development true-up -7 % 0 % 0 % Officers compensation -2 % 0 % 0 % Other -3 % 0 % 0 % Federal rate change -124 % 0 % 0 % Increase in valuation allowance 96 % -12 % -41 % Effective tax rate 0 % 0 % 0 % The Company adopted ASC740, “Accounting for Uncertain Tax Positions” on January 1, 2007. ASC740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, “Accounting for Income Taxes.” ASC 740 prescribes a recognition threshold and measurement of a tax position taken or expected to be taken in a tax return. The Company did not establish any additional reserves for uncertain tax liabilities upon adoption of ASC 740. A summary of the company’s adjustments to its uncertain tax positions in the years ended December 31, 2017, 2016, and 2015 are as follows: (in thousands) Balance at December 31, 2014 $ 238 Increase/Decrease for tax positions related to the current year — Increase/Decrease for tax positions related to prior years — Decrease for settlements with applicable taxing authorities — Decrease for previous year’s lapses of statute of limitations (20 ) Decrease for impact of §382 limitations (218 ) Decrease for lapses of statute of limitations — Balance at December 31, 2015 $ — Increase/Decrease for tax positions related to the current year — Increase/Decrease for tax positions related to prior years — Decreases for settlements with applicable taxing authorities — Decrease for lapses of statute of limitations — Balance at December 31, 2016 $ — Increase/Decrease for tax positions related to the current year — Increase/Decrease for tax positions related to prior years — Decrease for settlements with applicable taxing authorities — Decrease for lapses of statute of limitations — Balance at December 31, 2017 $ — The Company has not recognized any interest and penalties in the statement of operations because of the Company’s net operating losses and tax credits that are available to be carried forward. When necessary, the Company will account for interest and penalties related to uncertain tax positions as part of its provision for federal and state income taxes. The Company does not expect the amounts of unrecognized benefits will change significantly within the next twelve months. The Company is currently open to audit under the statute of limitations by the Internal Revenue Service and state jurisdictions for the years ended December 31, 1999 through 2017. The Tax Cuts and Jobs Act, or the “Tax Act,” was enacted in December 2017. The act significantly changes US tax law by, among other things, lowering US corporate income tax rates, implementing a territorial tax system, and imposing a one-time The SEC staff issued Staff Accounting Bulletin (SAB 118) to address the application of US GAAP in situations when a registrant does not have the necessary information available, prepared or analyzed in reasonable detail to complete the accounting for certain income tax effects of the Tax Act and allows the registrant to record provisional amounts during the measurement period. We are in the process of analyzing the impact of the various provisions of the Tax Act. We expect to complete our analysis within the measurement period in accordance with SAB 118. |
Preferred Stock and Stockholder
Preferred Stock and Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Preferred Stock and Stockholders' Equity (Deficit) | 9. Preferred Stock and Stockholders’ Equity (Deficit) On April 26, 2006, the date of the Company’s annual stockholders meeting that year, the shareholders approved the adoption of an Amended and Restated Certificate of Incorporation pursuant to which the Company has 280,000,000 shares of authorized capital stock, of which 250,000,000 shares are designated as common stock (par value $.001 per share), and 30,000,000 shares are designated as preferred stock (par value $.001 per share). Common Stock On February 3, 2015, the Company entered into an underwriting agreement with J.P. Morgan Securities LLC, as representative of the several underwriters named therein, relating to the issuance and sale of 10,000,000 shares of our common stock. The price to the public in the offering was $8.75 per share, and the underwriters agreed to purchase the shares from the Company pursuant to the underwriting agreement at a purchase price of $8.225 per share. Under the terms of the underwriting agreement, the Company also granted the underwriters an option, exercisable for 30 days, to purchase up to an additional 1,500,000 shares of common stock at a purchase price of $8.225 per share. The offering was made pursuant to the Company’s registration statement on Form S-3 No. 333-201826) On January 13, 2015, the Company, together with Intrexon (now Precigen), entered into the MD Anderson License. Pursuant to the terms of the MD Anderson License, MD Anderson received consideration of 11,722,163 shares of the Company’s common stock (see Note 7). On May 11, 2017, the Company sold in an underwritten offering an aggregate of 9,708,738 shares of its common stock. The price to the investor in the offering was $5.15 per share, and the underwriters agreed to purchase the shares from the Company pursuant to the Company’s registration statement on Form S-3ASR No. 333-201826) Preferred Stock The Company’s Board of Directors are authorized to designate any series of Preferred Stock, to fix and determine the variations in relative rights, preferences, privileges and restrictions as between and among such series. On June 29, 2016, the Company entered into the 2016 ECP Amendment and 2016 GvHD Amendment with Intrexon (now Precigen) (see Note 7). 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 Preference 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 The fair value of the Series 1 preferred stock was 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: Risk-free interest rate 1.04 % Expected dividend rate 0 Expected volatility 70.50 % Preferred stock conversion limit—percentage of outstanding common stock 19.90 % Preferred conversion floor price $ 1.00 During the year ended December 31, 2017, the Company issued an aggregate of 13,460 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 $18.9 million, which is a component of temporary equity and recorded a loss on the change in fair value of the derivative liabilities in the amount of $1.3 million (Note 10). |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 10. Derivative Financial Instruments The Company determined that certain embedded features related to the Series 1 preferred stock are derivative financial instruments. The company values the embedded derivative financial instruments related to the Series 1 preferred stock as Level 3 financial liabilities (Note 3). Fair values of derivative instruments to be classified as derivative liabilities on the balance sheet consist of the following: ($ in thousands) Liability derivatives: Balance Sheet Location Fair Value December 31, 2017: Derivative liabilities Liabilities $ 2,424 The change in the derivative liability for the year ended December 31, 2017 and 2016 consists of the following: ($ in thousands) Fair Value Balance, June 30, 2016 $ 694 Dividends 44 Change in fair value 124 Balance, December 31, 2016 $ 862 Dividends 267 Change in fair value 1,295 Balance, December 31, 2017 $ 2,424 The fair value of the Series 1 preferred stock dividends was 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: December 31, 2017 2016 Risk-free interest rate 1.92 - 2.12% 1.04% - 1.69% Expected dividend rate 0 0 Expected volatility 68.7 - 80.4% 70.5% - 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 3 and 7 for additional discussion regarding the accounting for and valuation of these derivative financial instruments. |
Stock Option Plan
Stock Option Plan | 12 Months Ended |
Dec. 31, 2017 | |
Text Block [Abstract] | |
Stock Option Plan | 11. Stock Option Plan The Company adopted the 2012 Equity Incentive Plan, or the 2012 Plan, in May 2012, under which the Company initially reserved for the issuance of 4,000,000 shares of its common stock. The 2012 Plan was approved by the Company’s stockholders on June 20, 2012. On June 18, 2014, the date of the Company’s annual stockholders meeting, the Company’s stockholders approved an amendment to the 2012 Plan increasing the total shares reserved by 5,000,000 shares, for a total of 9,000,000 shares. As of December 31, 2017, the Company had outstanding options issued to its employees to purchase up to 3,214,635 shares of the Company’s common stock, to its directors to purchase up to 627,500 shares of the Company’s common stock, as well as options to consultants in connection with services rendered to purchase up to 10,000 shares of the Company’s common stock. Stock options to employees generally vest ratably in annual installments over three years, commencing on the first anniversary of the grant date and have contractual terms of ten years. Stock options to directors generally vest ratably over one or three years and have contractual terms of ten years. Stock options are valued using the Black-Scholes option pricing model and compensation is recognized based on such fair value over the period of vesting on a straight-line basis. The Company has also reserved an aggregate of 526,364 additional shares for issuance under options granted outside of the 2003 and 2012 Plans. Proceeds from the option exercises during the years ended December 31, 2017, 2016, and 2015 amounted to $0.1 million, $0.7 million and $4.6 million respectively. The intrinsic value of these options amounted to $0.3 million, $1.5 million and $23.8 million for years ended December 31, 2017, 2016 and 2015, respectively. Transactions under the 2012 Plan for the years ending December 31, 2017, 2016, and 2015 were as follows: (in thousands, except share and per share data) Number of Weighted- Weighted- Aggregate Outstanding, December 31, 2014 6,505,663 $ 4.07 Granted 427,800 10.47 Exercised (3,249,160 ) 3.95 Cancelled (202,835 ) 4.36 Outstanding, December 31, 2015 3,481,468 4.96 Granted 362,800 6.40 Exercised (234,833 ) 4.57 Cancelled (144,100 ) 6.43 Outstanding, December 31, 2016 3,465,335 5.07 Granted 688,800 5.27 Exercised (180,000 ) 3.67 Cancelled (122,000 ) 6.64 Outstanding, December 31, 2017 3,852,135 $ 5.12 6.47 $ 1,152 Options exercisable, December 31, 2017 2,925,502 $ 5.12 5.58 $ 1,152 Options exercisable, December 31, 2016 2,671,835 $ 4.40 5.88 $ 3,383 Options available for future grant at December 31, 2017 303,928 In September 2017, the Company granted an option for 500,000 shares of its common stock, with an exercise price of $6.16 per share, which vests ratably in annual installments over three years, commencing on the first anniversary of the grant date and have contractual terms of ten years. This option was granted outside of the 2012 plan and therefore, is not included in the table above. The grant date fair value was $2.2 million. As of December 31, 2017, all 500,000 options are outstanding. At December 31, 2017, total unrecognized compensation costs related to non-vested Restricted Stock In December 2017, the Company issued 838,000 shares of restricted stock to its employees, which vest ratably in annual installments over three years, commencing on the first anniversary of the grant date. In December 2017, the Company issued 69,032 shares of restricted stock to its non-employee one-year non-employee one-year non-employee one-year In May, June and December 2017, the Company repurchased 132,000, 16,666 and 245,602 shares at average prices of $7.12, $6.11 and $4.14, respectively to cover payroll taxes. In May, June and December 2016, the Company repurchased 116,667, 6,667 and 119,873 shares at average prices of $6.86, $7.74 and $5.35, respectively to cover payroll taxes. In September and December 2015, the Company repurchased 7,669 and 16,709 shares at average prices of $11.57 and $8.31, respectively to cover payroll taxes. A summary of the status of non-vested Number of Shares Weighted-Average Non-vested, 144,508 $ 4.70 Granted 1,590,574 9.01 Vested (148,694 ) 4.88 Cancelled — — Non-vested, 1,586,388 9.00 Granted 711,770 5.35 Vested (617,666 ) 8.90 Cancelled — — Non-vested, 1,680,492 7.49 Granted 907,032 4.14 Vested (778,965 ) 7.66 Cancelled — — Non-vested, 1,808,559 $ 5.74 As of December 31, 2017, there was $8.2 million of total unrecognized stock-based compensation expense related to non-vested |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2017 | |
Postemployment Benefits [Abstract] | |
Employee Benefit Plan | 12. Employee Benefit Plan The Company sponsors a qualified 401(k) retirement plan under which employees are allowed to contribute certain percentages of their pay, up to the maximum allowed under Section 401(k) of the IIRC. The Company may make contributions to this plan at its discretion. The Company contributed approximately $90 thousand, $75 thousand, and $47 thousand to this plan during the years ended December 31, 2017, 2016, and 2015, respectively. |
Selected Quarterly Information
Selected Quarterly Information (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Information (Unaudited) | 13. Selected Quarterly Information (Unaudited) (in thousands, except per share amount) Year Ended December 31, 2017 First Second Third Fourth Revenue $ 1,597 $ 1,597 $ 1,598 $ 1,597 Total operating expenses 15,562 14,611 14,676 15,033 Loss from operations (13,965 ) (13,014 ) (13,078 ) (13,436 ) Preferred stock dividends (4,171 ) (4,865 ) (4,903 ) (4,999 ) Net (loss) applicable to common shareholders (19,658 ) (17,727 ) (17,604 ) (18,272 ) Loss per share, basic and diluted $ (0.15 ) $ (0.13 ) $ (0.13 ) $ (0.12 ) Year Ended December 31, 2016 First Second Third Fourth Revenue $ 1,969 $ 1,697 $ 1,598 $ 1,597 Total operating expenses 14,009 132,939 12,512 12,708 Loss from operations (12,040 ) (131,242 ) (10,914 ) (11,111 ) Preferred stock dividends — — (3,591 ) (3,532 ) Net (loss) applicable to common shareholders (12,019 ) (131,200 ) (14,445 ) (14,756 ) Loss per share, basic and diluted $ (0.09 ) $ (1.01 ) $ (0.11 ) $ (0.11 ) |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America or U.S. GAAP. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 our financial statements are: • Clinical trial expenses; • Collaboration agreements; • Fair value measurements of stock-based compensation and Series 1 preferred stock (and related dividends); and • Income taxes. |
Subsequent Events | 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents consist primarily of demand deposit accounts and deposits in short-term U.S. treasury money market mutual funds. Cash equivalents are stated at cost, which approximates fair market value. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company maintains cash accounts in commercial banks, which may, at times, exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Expenditures for maintenance and repairs are charged to expense while the costs of significant improvements are capitalized. Depreciation is provided using the straight-line method over the following estimated useful lives of the related assets, which is between three and five years. Upon retirement or sale, the cost of the assets disposed of and the related accumulated depreciation are eliminated from the balance sheets and related gains or losses are reflected in the statements of operations. |
Restricted Cash | Restricted Cash Restricted cash consists of $388 thousand, which is restricted as collateral for the Company’s facility leases and included in current assets, and $104 thousand, which is restricted as collateral for a line of credit and is included in other assets. |
Long-Lived Assets | Long-Lived Assets The Company reviews the carrying values of its long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be recoverable. Any long-lived assets held for disposal are reported at the lower of their carrying amounts or fair values less costs to sell. |
Operating Segments | Operating Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, the Company’s Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business in one operating segment and does not track expenses on a program-by-program |
Fair Value Measurements | Fair Value Measurements The Company has certain financial assets and liabilities recorded at fair value which have been classified as Level 1, 2 or 3 within the fair value hierarchy as described in the accounting standards for fair value measurements. • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Assets and liabilities measured at fair value on a recurring basis as of December 31, 2017 and 2016 are as follows: ($ in thousands) Fair Value Measurements at Reporting Date Using Description Balance as of Quoted Prices in Significant Other Significant Cash equivalents $ 66,156 $ 66,156 $ — $ — Derivative liabilities $ (2,424 ) $ — $ — $ (2,424 ) ($ in thousands) Fair Value Measurements at Reporting Date Using Description Balance as of Quoted Prices in Significant Other Significant Cash equivalents $ 77,120 $ 77,120 $ — $ — 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 7 and 9, the Company issued 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. 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 7 for additional disclosures on the 2016 ECP Amendment and 2016 GvHD Amendment and Note 9 for additional disclosure on the rights and preferences of the Series 1 preferred stock and valuation methodology. |
Revenue Recognition from Collaboration Agreements | Revenue Recognition from Collaboration Agreements The Company has primarily generated revenue through collaboration arrangements with strategic partners for the development and commercialization of product candidates. The Company recognizes revenue for each unit of accounting when evidence of an arrangement exists, delivery has occurred or services have been rendered, the seller’s price to the buyer is fixed or determinable and collectability is reasonably assured. The Company’s collaboration agreements may provide for various types of payments, including upfront payments, funding of research and development, milestone payments, licensing fees and product royalties. The specifics of the Company’s significant agreements are detailed in Note 7. The Company considers a variety of factors in determining the appropriate method of accounting for its collaboration agreements, including whether multiple deliverables can be separated and accounted for individually as separate units of accounting. Pursuant to the guidance in FASB Accounting Standards Codification (ASC) 605-25, Multiple-Element Arrangements 605-25), Where there are multiple deliverables within a collaboration agreement that cannot be separated and therefore are combined into a single unit of accounting, revenues are deferred and recognized over the estimated period of performance, which is typically the development term. If the deliverables can be separated, the Company applies the relevant revenue recognition guidance to each individual unit of accounting. The specific methodology for the recognition of the underlying revenue is determined on a case-by-case At the inception of an arrangement that includes milestone payments, the Company evaluates whether each milestone is substantive and at risk to both parties on the basis of the contingent nature of the milestone. This evaluation includes an assessment of whether: (i) the consideration is commensurate with either the Company’s performance to achieve the milestone or the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from the Company’s performance to achieve the milestone, (ii) the consideration relates solely to past performance and (iii) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. The Company evaluates factors such as the scientific, clinical, regulatory, commercial and other risks that must be overcome to achieve the respective milestone and the level of effort and investment required to achieve the respective milestone in making this assessment. There is considerable judgement involved in determining whether a milestone satisfies all of the criteria required to conclude that a milestone is substantive. In accordance with FASB ASC 605-28, Milestone Method 605-28), |
Research and Development Costs | Research and Development Costs Research and development expenditures are charged to the statement of operations as incurred. Such costs include proprietary research and development activities, purchased research and development, and expenses associated with research and development contracts, whether performed by the Company or contracted with independent third parties. |
Income Taxes | Income Taxes Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences of temporary differences between the financial statement carrying amounts and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to be recovered or settled. The Company evaluates the realizability of its deferred tax assets and establishes a valuation allowance when it is more likely than not that all or a portion of deferred tax assets will not be realized. The Company accounts for uncertain tax positions using a “more-likely-than-not” |
Accounting for Stock-Based Compensation | Accounting for Stock-Based Compensation Stock-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the employee’s requisite service period. Stock-based compensation expense is based on the number of awards ultimately expected to vest and is therefore reduced for an estimate of the awards that are expected to be forfeited prior to vesting. Consistent with prior years, the Company uses the Black-Scholes option pricing model which requires estimates of the expected term option holders will retain their options before exercising them and the estimated volatility of the Company’s common stock price over the expected term. The Company recognizes the full impact of its share-based employee payment plans in the statements of operations for each of the years ended December 31, 2017, 2016, and 2015 and did not capitalize any such costs on the balance sheets. The Company recognized $2.5 million, $3.0 million, and $5.3 million of compensation expense related to vesting of stock options during the years ended December 31, 2017, 2016, and 2015, respectively. In the years ended December 31, 2017, 2016, and 2015, the Company recognized $6.0 million, $5.5 million, and $2.7 million of compensation expense, respectively, related to vesting of restricted stock (see Note 11). The total compensation expense relating to vesting of stock options and restricted stock awards for the years ended December 31, 2017, 2016, and 2015 was $8.5 million, $8.5 million, and $8.0 million, respectively. The following table presents share-based compensation expense included in the Company’s Statements of Operations: Year ended December 31, (in thousands) 2017 2016 2015 Research and development $ 2,401 $ 2,077 $ 1,403 General and administrative 6,053 6,375 6,594 Share based employee compensation expense before tax 8,454 8,452 7,997 Income tax benefit — — — Net share based employee compensation expense $ 8,454 $ 8,452 $ 7,997 The fair value of each stock option is estimated at the date of grant using the Black-Scholes option pricing model. The estimated weighted-average fair value of stock options granted to employees in 2017, 2016, and 2015 was approximately $3.94, $4.43, and $10.47 per share, respectively. Assumptions regarding volatility, expected term, dividend yield and risk-free interest rate are required for the Black-Scholes model. The volatility assumption is based on the Company’s historical experience. The risk-free interest rate is based on a U.S. treasury note with a maturity similar to the option award’s expected life. The expected life represents the average period of time that options granted are expected to be outstanding. The Company calculated expected term using the simplified method described in SEC Staff Accounting Bulletin, or SAB, No. 107 and No. 110 as it continues to meet the requirements promulgated in SAB No. 110. The assumptions for volatility, expected life, dividend yield and risk-free interest rate are presented in the table below: 2017 2016 2015 Weighted average risk-free interest rate 1.85 - 2.27% 1.27 - 2.09% 1.46 - 1.93% Expected life in years 6 6 6 Expected volatility 80.31 - 81.03% 79.15 - 82.95% 79.13 - 86.81% Expected dividend yield 0 0 0 |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing net loss by the weighted average number of common shares 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 antidilutive. Such potential common shares at December 31, 2017, 2016, and 2015 consist of the following: December 31, 2017 2016 2015 Stock options 4,352,135 3,465,335 3,481,468 Unvested restricted stock 1,808,559 1,680,492 1,586,388 Preferred stock 34,134,524 20,465,067 — 40,295,218 25,610,894 5,067,856 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 (now Precigen), 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 (now Precigen), 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 (now Precigen), ARES TRADING, S.A. and the Company, is publicly announced. Assuming a conversion event date of December 31, 2017, the Series 1 preferred stock would convert into 34,134,524 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 previous the 20 trading days ending on the conversion event date or (ii) $1.00 per share. See Note 7 and Note 9 for additional disclosure regarding the 2016 ECP Amendment and 2016 GvHD Amendment, valuation methodology and significant assumptions. |
New Accounting Pronouncements | New Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross Versus Net) Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients ASC 606 clarifies the principles for recognizing revenue and develops a common revenue standard for U.S. GAAP and International Financial Reporting Standards, or IFRS. This standard removes inconsistencies and weaknesses between U.S. GAAP and IFRS in revenue requirements, provides a more robust framework for addressing revenue issues, improves comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets, provides more useful information to users of financial statements through improved disclosure requirements, and simplifies the preparation of financial statements by reducing the number of requirements to which an entity must refer. This update is effective for annual periods beginning after December 15, 2017, including interim periods within that reporting period. The Company adopted this standard using the modified retrospective approach on January 1, 2018. The Company has substantially completed our assessment and the implementation resulted in a cumulative effect adjustment to accumulated deficit as of January 1, 2018 of approximately $8.1 million and a corresponding increase to the contract liability (formerly deferred revenue). The adjustment is related to the Company’s Ares Trading License and Collaboration Agreement (Note 7), which is the Company’s sole contract outstanding at January 1, 2018 (Note 3). The Company has a full valuation allowance so there will be no effect on incomes taxes as a result of this adoption. The Company will recognize collaboration revenue under certain of the Company’s license or collaboration agreements that are within the scope of ASC 606. The terms of these agreements may contain multiple performance obligations, which may include licenses and research and development activities. The Company evaluates these agreements under ASC 606 to determine the distinct performance obligations. Prior to recognizing revenue, the Company makes estimates of the transaction price, including variable consideration that are subject to a constraint. Amounts of variable consideration are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur and when the uncertainty associated with the variable consideration is subsequently resolved. Variable consideration may include nonrefundable upfront license fees, payments for research and development activities, reimbursement of certain third-party costs, payments based upon the achievement of specified milestones, and royalty payments based on product sales derived from the collaboration. If there are multiple distinct performance obligations, including material rights, the Company allocates the transaction price to each distinct performance obligation based on its relative standalone selling price. The standalone selling price is generally determined based on the prices charged to customers or using expected cost plus margin. Revenue is recognized by measuring the progress toward complete satisfaction of the performance obligations using an input measure, in accordance with ASC-340-40, Other Assets and Deferred Costs: Contracts with Customers As it relates to the Ares Trading License and Collaboration Agreement (Note 7), the Company determined that there were three performance obligations; the first performance obligation consists of the license and research development services and the other two performance obligations are material rights as it relates to potential future targets that have not yet been identified. The transaction price of $57.5 million was allocated to the performance obligations based on their relative standalone selling prices. In February 2016, the FASB issued ASU No. 2016-02, Leases 2016-02. Leases In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Accounting 2016-09, 2016-09 2016-09, In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments 2016-15, 2016-15 In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows Restricted Cash 2016-18, In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation Scope of Modification Accounting 2017-09, 2017-09 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | Assets and liabilities measured at fair value on a recurring basis as of December 31, 2017 and 2016 are as follows: ($ in thousands) Fair Value Measurements at Reporting Date Using Description Balance as of Quoted Prices in Significant Other Significant Cash equivalents $ 66,156 $ 66,156 $ — $ — Derivative liabilities $ (2,424 ) $ — $ — $ (2,424 ) ($ in thousands) Fair Value Measurements at Reporting Date Using Description Balance as of Quoted Prices in Significant Other Significant Cash equivalents $ 77,120 $ 77,120 $ — $ — Derivative liabilities $ (862 ) $ — $ — $ (862 ) |
Share-Based Compensation Expense Included in Statements of Operations | The following table presents share-based compensation expense included in the Company’s Statements of Operations: Year ended December 31, (in thousands) 2017 2016 2015 Research and development $ 2,401 $ 2,077 $ 1,403 General and administrative 6,053 6,375 6,594 Share based employee compensation expense before tax 8,454 8,452 7,997 Income tax benefit — — — Net share based employee compensation expense $ 8,454 $ 8,452 $ 7,997 |
Assumptions for Volatility, Expected life, Dividend Yield and Risk-free Interest Rate | The assumptions for volatility, expected life, dividend yield and risk-free interest rate are presented in the table below: 2017 2016 2015 Weighted average risk-free interest rate 1.85 - 2.27% 1.27 - 2.09% 1.46 - 1.93% Expected life in years 6 6 6 Expected volatility 80.31 - 81.03% 79.15 - 82.95% 79.13 - 86.81% Expected dividend yield 0 0 0 |
Potentially Dilutive Shares Excluded from Computation of Diluted Net Loss Per Share | 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 antidilutive. Such potential common shares at December 31, 2017, 2016, and 2015 consist of the following: December 31, 2017 2016 2015 Stock options 4,352,135 3,465,335 3,481,468 Unvested restricted stock 1,808,559 1,680,492 1,586,388 Preferred stock 34,134,524 20,465,067 — 40,295,218 25,610,894 5,067,856 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Component of Property and Equipment, Net | Property and equipment, net, consists of the following: December 31, (in thousands) 2017 2016 Office and computer equipment $ 1,215 $ 1,162 Software 913 907 Leasehold improvements 1,553 1,158 Research and development equipment 1,161 878 4,842 4,105 Less: accumulated depreciation (3,631 ) (3,262 ) Property and equipment, net $ 1,211 $ 843 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Component of Accrued Expenses | Accrued expenses consist of the following: December 31, (in thousands) 2017 2016 Clinical consulting services $ 3,022 $ 2,342 Preclinical services 2,210 2,693 Employee compensation 1,919 1,446 Payroll taxes and benefits 1,017 646 Manufacturing services 902 1,116 Accrued vacation 361 294 Professional services 256 488 Other consulting services 222 28 Accrued rent — 56 Total $ 9,909 $ 9,109 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Net Minimum Lease Payments under Operating Leases | Future net minimum lease payments under operating leases as of December 31, 2017 are as follows (in thousands): 2018 1,129 2019 723 2020 736 2021 489 2022 and beyond — 3,077 Less: contractual sublease income (278 ) Future minimum lease payments, net $ 2,799 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Significant Component of Deferred Tax Assets | Significant components of the Company’s deferred tax assets at December 31, 2017 and 2016 are as follows: December 31, (in thousands) 2017 2016 Net operating loss carryforwards $ 89,098 $ 100,790 Start-up 37,488 59,360 Research and development credit carryforwards 32,395 34,845 Stock compensation 1,330 2,014 Capitalized acquisition costs 5,822 9,389 Deferred revenue 11,126 18,636 Depreciation 136 227 Other 993 1,537 178,388 226,798 Less valuation allowance (178,388 ) (226,798 ) Effective tax rate $ — $ — |
Reconciliation of Income Tax Expense (Benefit) | A reconciliation of income tax expense (benefit) at the statutory federal income tax rate and income taxes as reflected in the financial statements is as follows: Year Ended December 31, (in thousands) 2017 2016 2015 Federal income tax at statutory rates 34 % 34 % 34 % State income tax, net of federal tax benefit 4 % 1 % 5 % Research and development credits 3 % 3 % 3 % Stock compensation -1 % -1 % -1 % Channel rights 0 % -25 % 0 % Research and development true-up -7 % 0 % 0 % Officers compensation -2 % 0 % 0 % Other -3 % 0 % 0 % Federal rate change -124 % 0 % 0 % Increase in valuation allowance 96 % -12 % -41 % Effective tax rate 0 % 0 % 0 % |
Summary of Adjustments to Uncertain Tax Position | A summary of the company’s adjustments to its uncertain tax positions in the years ended December 31, 2017, 2016, and 2015 are as follows: (in thousands) Balance at December 31, 2014 $ 238 Increase/Decrease for tax positions related to the current year — Increase/Decrease for tax positions related to prior years — Decrease for settlements with applicable taxing authorities — Decrease for previous year’s lapses of statute of limitations (20 ) Decrease for impact of §382 limitations (218 ) Decrease for lapses of statute of limitations — Balance at December 31, 2015 $ — Increase/Decrease for tax positions related to the current year — Increase/Decrease for tax positions related to prior years — Decreases for settlements with applicable taxing authorities — Decrease for lapses of statute of limitations — Balance at December 31, 2016 $ — Increase/Decrease for tax positions related to the current year — Increase/Decrease for tax positions related to prior years — Decrease for settlements with applicable taxing authorities — Decrease for lapses of statute of limitations — Balance at December 31, 2017 $ — |
Derivative Financial Instrume27
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Assumptions Used in Probability Weighted Approach and Monte Carlo Simulation Model | The fair value of the Series 1 preferred stock was 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: Risk-free interest rate 1.04 % Expected dividend rate 0 Expected volatility 70.50 % Preferred stock conversion limit—percentage of outstanding common stock 19.90 % Preferred conversion floor price $ 1.00 |
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 derivatives: Balance Sheet Location Fair Value December 31, 2017: Derivative liabilities Liabilities $ 2,424 |
Change in Derivative Liability | The change in the derivative liability for the year ended December 31, 2017 and 2016 consists of the following: ($ in thousands) Fair Value Balance, June 30, 2016 $ 694 Dividends 44 Change in fair value 124 Balance, December 31, 2016 $ 862 Dividends 267 Change in fair value 1,295 Balance, December 31, 2017 $ 2,424 |
Series 1 Preferred Stock | |
Fair Value Assumptions Used in Probability Weighted Approach and Monte Carlo Simulation Model | The fair value of the Series 1 preferred stock dividends was 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: December 31, 2017 2016 Risk-free interest rate 1.92 - 2.12% 1.04% - 1.69% Expected dividend rate 0 0 Expected volatility 68.7 - 80.4% 70.5% - 72.70% Preferred stock conversion limit—percentage of outstanding common stock 19.90% 19.90% Preferred conversion floor price $1.00 $1.00 |
Stock Option Plan (Tables)
Stock Option Plan (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Text Block [Abstract] | |
Transaction under Stock Option Plan | Transactions under the 2012 Plan for the years ending December 31, 2017, 2016, and 2015 were as follows: (in thousands, except share and per share data) Number of Weighted- Weighted- Aggregate Outstanding, December 31, 2014 6,505,663 $ 4.07 Granted 427,800 10.47 Exercised (3,249,160 ) 3.95 Cancelled (202,835 ) 4.36 Outstanding, December 31, 2015 3,481,468 4.96 Granted 362,800 6.40 Exercised (234,833 ) 4.57 Cancelled (144,100 ) 6.43 Outstanding, December 31, 2016 3,465,335 5.07 Granted 688,800 5.27 Exercised (180,000 ) 3.67 Cancelled (122,000 ) 6.64 Outstanding, December 31, 2017 3,852,135 $ 5.12 6.47 $ 1,152 Options exercisable, December 31, 2017 2,925,502 $ 5.12 5.58 $ 1,152 Options exercisable, December 31, 2016 2,671,835 $ 4.40 5.88 $ 3,383 Options available for future grant at December 31, 2017 303,928 |
Summary of Non-Vested Restricted Stock | A summary of the status of non-vested Number of Shares Weighted-Average Non-vested, 144,508 $ 4.70 Granted 1,590,574 9.01 Vested (148,694 ) 4.88 Cancelled — — Non-vested, 1,586,388 9.00 Granted 711,770 5.35 Vested (617,666 ) 8.90 Cancelled — — Non-vested, 1,680,492 7.49 Granted 907,032 4.14 Vested (778,965 ) 7.66 Cancelled — — Non-vested, 1,808,559 $ 5.74 |
Selected Quarterly Informatio29
Selected Quarterly Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Information | Year Ended December 31, 2017 First Second Third Fourth Revenue $ 1,597 $ 1,597 $ 1,598 $ 1,597 Total operating expenses 15,562 14,611 14,676 15,033 Loss from operations (13,965 ) (13,014 ) (13,078 ) (13,436 ) Preferred stock dividends (4,171 ) (4,865 ) (4,903 ) (4,999 ) Net (loss) applicable to common shareholders (19,658 ) (17,727 ) (17,604 ) (18,272 ) Loss per share, basic and diluted $ (0.15 ) $ (0.13 ) $ (0.13 ) $ (0.12 ) Year Ended December 31, 2016 First Second Third Fourth Revenue $ 1,969 $ 1,697 $ 1,598 $ 1,597 Total operating expenses 14,009 132,939 12,512 12,708 Loss from operations (12,040 ) (131,242 ) (10,914 ) (11,111 ) Preferred stock dividends — — (3,591 ) (3,532 ) Net (loss) applicable to common shareholders (12,019 ) (131,200 ) (14,445 ) (14,756 ) Loss per share, basic and diluted $ (0.09 ) $ (1.01 ) $ (0.11 ) $ (0.11 ) |
Organization and Going Concern
Organization and Going Concern - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Accounting Policies [Abstract] | ||||
Accumulated deficit | $ (712,442) | $ (657,997) | ||
Cash and cash equivalents | $ 70,946 | $ 81,053 | $ 140,717 | $ 42,803 |
Financings - Additional Informa
Financings - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | May 11, 2017 | Feb. 17, 2015 | Feb. 09, 2015 | Feb. 03, 2015 |
Class of Stock [Line Items] | ||||
Stock issued during period | 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 | |||
J.P. Morgan Securities Inc. | ||||
Class of Stock [Line Items] | ||||
Stock issued during period | 1,500,000 | 10,000,000 | 10,000,000 | |
Issuance & sale of common stock in public offering price per share | $ 8.75 | |||
Option granted, exercisable period | 30 days | |||
Sale of stock price per share | $ 8.225 | |||
Net proceeds from issuance of common stock | $ 94.3 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jun. 29, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 01, 2018 | May 31, 2015 |
Summary Of Significant Accounting Policies [Line Items] | ||||||
Stock based compensation expenses | $ 8,454 | $ 8,452 | $ 7,997 | |||
Weighted average fair value of stock option granted | $ 3.94 | $ 4.43 | $ 10.47 | |||
Stock Options | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Stock based compensation expenses | $ 2,500 | $ 3,000 | $ 5,300 | |||
Restricted Stock | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Stock based compensation expenses | 6,000 | 5,500 | $ 2,700 | |||
Current Assets | Lease Obligations | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Restricted cash | 388 | |||||
Other Noncurrent Assets | Line of Credit | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Restricted cash | 104 | |||||
ARES Trading License | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Deferred revenue | $ 41,500 | $ 47,900 | $ 57,500 | |||
Minimum | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Property and equipment useful life | 3 years | |||||
Maximum | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Property and equipment useful life | 5 years | |||||
Accumulated Deficit | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Cumulative effect adjustment | $ (122) | |||||
ASU 2014-09 | Subsequent Event | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Deferred revenue | $ 8,100 | |||||
ASU 2014-09 | Subsequent Event | Accumulated Deficit | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Cumulative effect adjustment | $ (8,100) | |||||
Adjustments for New Accounting Pronouncement | ARES Trading License | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Transaction price allocated to performance obligations | $ 57,500 | |||||
Intrexon Corporation/Precigen | Series 1 Preferred Stock | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Issuance of stock in a license agreement (in shares) | 100,000 | 13,460 | ||||
Number of shares converted into common stock | 34,134,524 | |||||
Preferred stock, conversion rate | $ 1 |
Assets and Liabilities Measured
Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 66,156 | $ 77,120 |
Derivative liabilities | (2,424) | (862) |
Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 66,156 | 77,120 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ (2,424) | $ (862) |
Stock-Based Compensation Expens
Stock-Based Compensation Expense Included in Statement of Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 8,454 | $ 8,452 | $ 7,997 |
Income tax benefit | 0 | 0 | 0 |
Net share based employee compensation expense | 8,454 | 8,452 | 7,997 |
Research and Development Expense | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | 2,401 | 2,077 | 1,403 |
General and Administrative Expense | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 6,053 | $ 6,375 | $ 6,594 |
Fair Value of Stock Options Ass
Fair Value of Stock Options Assumptions Using Black-Scholes Option Valuation Model (Detail) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Risk-free interest rate, Minimum | 1.85% | 1.27% | 1.46% |
Risk-free interest rate, Maximum | 2.27% | 2.09% | 1.93% |
Expected life in years | 6 years | 6 years | 6 years |
Expected volatility, Minimum | 80.31% | 79.15% | 79.13% |
Expected volatility, Maximum | 81.03% | 82.95% | 86.81% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Potential Dilutive Shares Exclu
Potential Dilutive Shares Excluded from Computation of Diluted Net Loss Per Share (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 40,295,218 | 25,610,894 | 5,067,856 |
Stock Options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 4,352,135 | 3,465,335 | 3,481,468 |
Restricted Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 1,808,559 | 1,680,492 | 1,586,388 |
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 | 34,134,524 | 20,465,067 |
Component of Property and Equip
Component of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 4,842 | $ 4,105 |
Less: accumulated depreciation | (3,631) | (3,262) |
Property and equipment, net | 1,211 | 843 |
Office and computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 1,215 | 1,162 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 913 | 907 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 1,553 | 1,158 |
Research and development equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 1,161 | $ 878 |
Property and Equipment, net - A
Property and Equipment, net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 369 | $ 290 | $ 357 |
Component of Accrued Expenses (
Component of Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Clinical consulting services | $ 3,022 | $ 2,342 |
Preclinical services | 2,210 | 2,693 |
Employee compensation | 1,919 | 1,446 |
Payroll taxes and benefits | 1,017 | 646 |
Manufacturing services | 902 | 1,116 |
Accrued vacation | 361 | 294 |
Professional services | 256 | 488 |
Other consulting services | 222 | 28 |
Accrued rent | 56 | |
Total | $ 9,909 | $ 9,109 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jan. 13, 2018 | May 11, 2017 | Jun. 29, 2016 | Jan. 08, 2016 | Sep. 28, 2015 | Jun. 29, 2015 | Mar. 27, 2015 | Feb. 03, 2015 | Jan. 13, 2015 | Jan. 06, 2011 | Sep. 30, 2015 | Jul. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | ||||||||||||||||
Stock issued during period | 9,708,738 | |||||||||||||||
Commitment to purchase common stock | $ 2 | $ 34 | ||||||||||||||
Stock buy back | $ 2,059 | 2 | 34 | |||||||||||||
Company re-purchased additional shares Value | 1,500 | 518 | ||||||||||||||
Change in fair value of derivative liability | $ 124 | 1,295 | 124 | |||||||||||||
Research and Development Expense | 45,084 | 157,791 | $ 106,785 | |||||||||||||
Research and Development Service Agreement Aggregate Quarterly Payments | 13,000 | $ 15,000 | ||||||||||||||
Research and Development Service Agreement Aggregate Quarterly Payments | $ 39,200 | |||||||||||||||
Subsequent Event | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Research and Development Service Agreement Aggregate Quarterly Payments | $ 34,600 | |||||||||||||||
Research and Development Service Agreement Final Payments | $ 2,700 | |||||||||||||||
Series 1 Preferred Stock | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Preferred stock, stated value | $ 1,200 | $ 1,200 | $ 1,200 | |||||||||||||
Temporary equity, fair value | $ 18,900 | |||||||||||||||
License Agreement | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Issuance of common stock in licensing agreement (in shares) | 11,722,163 | 11,722,163 | 11,722,163 | |||||||||||||
Research and Development Expense | $ 67,300 | $ 67,300 | ||||||||||||||
Intrexon Corporation/Precigen | ||||||||||||||||
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 | ||||||||||||||
Royalty percentage of net profit | 20.00% | |||||||||||||||
Amounts expensed for services incurred | $ 21,400 | $ 22,200 | $ 16,300 | |||||||||||||
Amount due to related party, current | $ 3,400 | $ 6,800 | $ 3,400 | |||||||||||||
Intrexon Corporation/Precigen | Series 1 Preferred Stock | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Issuance of common stock in licensing agreement (in shares) | 100,000 | 13,460 | ||||||||||||||
Preferred stock, stated value | $ 1,200 | |||||||||||||||
Dividends, preferred stock | $ 12 | |||||||||||||||
Intrexon Corporation/Precigen | 2016 GvHD Amendment | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Licensing fee | $ 10,000 | |||||||||||||||
Research and Development Expense | $ 10,000 | |||||||||||||||
Intrexon Corporation/Precigen | Quarterly Payment | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Royalty percentage of net profit | 20.00% | |||||||||||||||
Intrexon Corporation/Precigen | Quarterly Payment | ECP Channel Agreement | After Amendment | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Royalty percentage of net profit | 20.00% | |||||||||||||||
Intrexon Corporation/Precigen | Quarterly Payment | ECP Channel Agreement | Before Amendment | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Royalty percentage of net profit | 50.00% | |||||||||||||||
Intrexon Corporation/Precigen | Quarterly Payment | 2016 GvHD Amendment | After Amendment | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Royalty percentage of net profit | 20.00% | |||||||||||||||
Intrexon Corporation/Precigen | Quarterly Payment | 2016 GvHD Amendment | Before Amendment | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Royalty percentage of net profit | 50.00% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Jan. 13, 2018USD ($) | Jan. 01, 2018USD ($) | Jun. 29, 2016$ / sharesshares | Sep. 28, 2015USD ($) | Jan. 13, 2015USD ($)shares | Jan. 09, 2015USD ($)shares | Mar. 07, 2011USD ($) | Jan. 06, 2011 | Aug. 24, 2004Patent | Sep. 30, 2015USD ($) | Jul. 31, 2015USD ($) | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2015USD ($)shares | Dec. 31, 2013USD ($) | Dec. 31, 2012 | Dec. 31, 2011USD ($) | Dec. 31, 2017USD ($)$ / shares | Jan. 30, 2018USD ($)ft² | Mar. 31, 2016USD ($) | May 31, 2015USD ($) | Dec. 31, 2014USD ($)shares |
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Total rent expense | $ 700,000 | $ 300,000 | $ 1,000,000 | $ 40,000 | ||||||||||||||||||||
Deferred rent - current portion | $ 141,000 | $ 155,000 | 141,000 | 155,000 | 141,000 | |||||||||||||||||||
Deferred rent-non-current portion | 1,000 | 126,000 | 1,000 | 126,000 | 1,000 | |||||||||||||||||||
Deferred rent liability net | 145,000 | 281,000 | 145,000 | 281,000 | 145,000 | |||||||||||||||||||
Research and Development Expense | $ 45,084,000 | 157,791,000 | 106,785,000 | |||||||||||||||||||||
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 | $ 13,000,000 | 15,000,000 | ||||||||||||||||||||||
Offset costs in research and development expense | 7,300,000 | |||||||||||||||||||||||
Cash balance | 70,946,000 | 81,053,000 | 70,946,000 | 81,053,000 | 140,717,000 | 70,946,000 | $ 42,803,000 | |||||||||||||||||
Research and Development Service Agreement Final Payments | 39,200,000 | |||||||||||||||||||||||
Deferred revenue - current portion | 6,389,000 | 6,389,000 | 6,389,000 | 6,389,000 | 6,389,000 | |||||||||||||||||||
Deferred Revenue, long term | 35,139,000 | 41,528,000 | $ 35,139,000 | 41,528,000 | 35,139,000 | |||||||||||||||||||
Issuance of common stock in a license agreement | $ 67,285,000 | |||||||||||||||||||||||
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 | |||||||||||||||||||||||
Milestone Payments 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 | $ 250,000 | |||||||||||||||||||||||
License Agreement | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Issuance of common stock in licensing agreement, shares | shares | 11,722,163 | 11,722,163 | 11,722,163 | |||||||||||||||||||||
Research and Development Expense | $ 67,300,000 | $ 67,300,000 | ||||||||||||||||||||||
ARES Trading License | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Research and Development Expense | $ 1,600,000 | |||||||||||||||||||||||
Milestone payments, percentage | 50.00% | |||||||||||||||||||||||
Agreement commencement date | 2015-05 | |||||||||||||||||||||||
Agreement termination, notice period | 90 days | |||||||||||||||||||||||
Deferred revenue, revenue recognized | 1,600,000 | 1,600,000 | $ 1,600,000 | 1,600,000 | ||||||||||||||||||||
Deferred revenue, upfront payment | 41,500,000 | $ 47,900,000 | 41,500,000 | $ 47,900,000 | 41,500,000 | $ 57,500,000 | ||||||||||||||||||
MD Anderson License | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Cash balance | $ 31,900,000 | $ 31,900,000 | $ 31,900,000 | |||||||||||||||||||||
Series 1 Preferred Stock | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Preferred stock, stated value | $ / shares | $ 1,200 | $ 1,200 | $ 1,200 | $ 1,200 | $ 1,200 | |||||||||||||||||||
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 | $ 15,000,000 | |||||||||||||||||||||
Subsequent Event | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Research and Development Service Agreement Final Payments | $ 34,600,000 | |||||||||||||||||||||||
Subsequent Event | MD Anderson License | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Research and Development Service Agreement Final Payments | $ 2,700,000 | |||||||||||||||||||||||
Prepaid Expenses and Other Current Assets | MD Anderson License | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Cash balance | 18,500,000 | 18,500,000 | 18,500,000 | |||||||||||||||||||||
Other Noncurrent Assets | MD Anderson License | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Cash balance | 13,400,000 | $ 13,400,000 | 13,400,000 | |||||||||||||||||||||
Intrexon Corporation/Precigen | ||||||||||||||||||||||||
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% | |||||||||||||||||||||||
Contract termination description | With respect to these "retained" Ziopharm Products, the Company's obligation to pay 20% of net profits derived from the sale of Ziopharm Products and 50% of revenue derived from a sublicensor 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 | 50,000,000 | |||||||||||||||||||||
Intrexon Corporation/Precigen | 2016 GvHD Amendment | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Licensing fee | $ 10,000,000 | |||||||||||||||||||||||
Research and Development Expense | $ 10,000,000 | |||||||||||||||||||||||
Intrexon Corporation/Precigen | License Agreement | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Cash consideration for license agreement | $ 50,000,000 | |||||||||||||||||||||||
Intrexon Corporation/Precigen | Letter Agreement | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Cash consideration for license agreement | $ 7,500,000 | |||||||||||||||||||||||
Intrexon Corporation/Precigen | 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/Precigen | Quarterly Payment | 2016 GvHD Amendment | After Amendment | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Royalty percentage of net profit | 20.00% | |||||||||||||||||||||||
Intrexon Corporation/Precigen | Quarterly Payment | 2016 GvHD Amendment | Before Amendment | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Royalty percentage of net profit | 50.00% | |||||||||||||||||||||||
Intrexon Corporation/Precigen | Quarterly Payment | ECP Channel Agreement | After Amendment | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Royalty percentage of net profit | 20.00% | |||||||||||||||||||||||
Intrexon Corporation/Precigen | Quarterly Payment | ECP Channel Agreement | Before Amendment | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Royalty percentage of net profit | 50.00% | |||||||||||||||||||||||
Intrexon Corporation/Precigen | Series 1 Preferred Stock | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Issuance of common stock in licensing agreement, shares | shares | 100,000 | 13,460 | ||||||||||||||||||||||
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 | |||||||||||||||||||||||
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 | |||||||||||||||||||||||
New York, NY | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Letter of credit | 388,000 | $ 388,000 | $ 388,000 | 388,000 | ||||||||||||||||||||
Operating lease expiration month and year | 2018-10 | |||||||||||||||||||||||
Loss on sublease | $ 729,000 | |||||||||||||||||||||||
Remaining contractual obligation | 2,300,000 | |||||||||||||||||||||||
Sublease revenue from subtenant | $ 1,600,000 | |||||||||||||||||||||||
Boston, MA | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Operating lease expiration month and year | 2016-08 | |||||||||||||||||||||||
Security deposits | $ 128,000 | $ 128,000 | $ 128,000 | $ 128,000 | $ 128,000 | |||||||||||||||||||
Sublease term amendment | Aug. 31, 2021 | |||||||||||||||||||||||
Houston, TX | Subsequent Event | ||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||||||||||||||||
Operating lease area | ft² | 210 | |||||||||||||||||||||||
Operating Leases Future Minimum Monthly Payment Due Through Year 2021 | $ 1,000 |
Future Minimum Lease Payments u
Future Minimum Lease Payments under Operating Leases (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 1,129 |
2,019 | 723 |
2,020 | 736 |
2,021 | 489 |
2022 and beyond | 0 |
Operating Leases, Future Minimum Payments Due, Total | 3,077 |
Less: contractual sublease income | (278) |
Future minimum lease payments, net | $ 2,799 |
Significant Component of Deferr
Significant Component of Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 89,098 | $ 100,790 |
Start-up and organizational costs | 37,488 | 59,360 |
Research and development credit carryforwards | 32,395 | 34,845 |
Stock compensation | 1,330 | 2,014 |
Capitalized acquisition costs | 5,822 | 9,389 |
Deferred revenue | 11,126 | 18,636 |
Depreciation | 136 | 227 |
Other | 993 | 1,537 |
Deferred Tax Assets Gross | 178,388 | 226,798 |
Less valuation allowance | (178,388) | (226,798) |
Effective tax rate | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes [Line Items] | |||||
Net operating loss carryforwards | $ 89,098 | $ 100,790 | |||
Research and development credit carryforwards | $ 32,395 | 34,845 | |||
Net operating loss carryforwards, expiration date | 2,037 | ||||
Accumulated excess tax benefit recognised as deferred tax asset | $ 0 | $ 0 | |||
Increase (decrease) in deferred tax assets | $ (48,400) | ||||
Effective income tax rate | 34.00% | 34.00% | 34.00% | ||
ASU 2016-09 | |||||
Income Taxes [Line Items] | |||||
Accumulated excess tax benefit recognised as deferred tax asset | $ 10,200 | ||||
Accumulated Deficit | ASU 2016-09 | |||||
Income Taxes [Line Items] | |||||
Cumulative-effect adjustment from adoption of ASU 2016-09 | $ 122 | ||||
Tax Cuts And Jobs Act of 2017 | |||||
Income Taxes [Line Items] | |||||
Effective income tax rate | 35.00% | ||||
Change in tax rate in income tax expense benefit | $ 67,000 | ||||
Tax Cuts And Jobs Act of 2017 | Scenario, Forecast | |||||
Income Taxes [Line Items] | |||||
Effective income tax rate | 21.00% | ||||
Research Tax Credit Carryforward | |||||
Income Taxes [Line Items] | |||||
Research and development credit carryforwards | 35,000 | ||||
Net Operating Loss Carryforwards | |||||
Income Taxes [Line Items] | |||||
Increase (decrease) in deferred tax assets | $ (11,200) | ||||
General Business Credits | |||||
Income Taxes [Line Items] | |||||
Increase (decrease) in deferred tax assets | $ (636) | ||||
Domestic Tax Authority | |||||
Income Taxes [Line Items] | |||||
Net operating loss carryforwards | $ 342,000 | ||||
Net operating loss carryforwards, expiration date | 2,037 | ||||
Federal and State | |||||
Income Taxes [Line Items] | |||||
Net operating loss carryforwards | $ 299,000 |
Reconciliation of Income Tax Ex
Reconciliation of Income Tax Expense (Benefit) (Detail) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Federal income tax at statutory rates | 34.00% | 34.00% | 34.00% |
State income tax, net of federal tax benefit | 4.00% | 1.00% | 5.00% |
Research and development credits | 3.00% | 3.00% | 3.00% |
Stock compensation | (1.00%) | (1.00%) | (1.00%) |
Channel rights | 0.00% | (25.00%) | 0.00% |
Research and development true-up | (7.00%) | 0.00% | 0.00% |
Officers compensation | (2.00%) | 0.00% | 0.00% |
Other | (3.00%) | 0.00% | 0.00% |
Federal rate change | (124.00%) | 0.00% | 0.00% |
Increase in valuation allowance | 96.00% | (12.00%) | (41.00%) |
Effective tax rate | 0.00% | 0.00% | 0.00% |
Summary of Adjustments to Uncer
Summary of Adjustments to Uncertain Tax Position (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Beginning Balance | $ 238 | ||
Increase/Decrease for tax positions related to the current year | $ 0 | $ 0 | 0 |
Increase/Decrease for tax positions related to prior years | 0 | 0 | 0 |
Decrease for settlements with applicable taxing authorities | 0 | 0 | 0 |
Decrease for previous year's lapses of statute of limitations | (20) | ||
Decrease for impact of §382 limitations | (218) | ||
Decrease for lapses of statute of limitations | $ 0 | $ 0 | $ 0 |
Preferred Stock and Stockhold47
Preferred Stock and Stockholders' Equity (Deficit) - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | May 11, 2017 | Jun. 29, 2016 | Feb. 17, 2015 | Feb. 09, 2015 | Feb. 03, 2015 | Jan. 13, 2015 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jul. 01, 2016 | Apr. 26, 2006 |
Equity [Line Items] | ||||||||||||
Shares of authorized capital stock | 280,000,000 | |||||||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | 250,000,000 | ||||||||
Common stock par value per share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Preferred stock, shares authorized | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | ||||||||
Preferred stock par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Stock issued during period | 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 | $ 47,300 | |||||||||||
Change in fair value of derivative liability | $ 124 | $ 1,295 | $ 124 | |||||||||
Series 1 Preferred Stock | ||||||||||||
Equity [Line Items] | ||||||||||||
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 | $ 125,321 | $ 143,992 | $ 125,321 | |||||||||
Temporary equity, fair value | 18,900 | |||||||||||
Intrexon Corporation/Precigen | ||||||||||||
Equity [Line Items] | ||||||||||||
Stock issued during period | 1,440,000 | |||||||||||
Embedded conversion liability | $ 900 | |||||||||||
Fair value of Series 1 preferred stock as a component of temporary equity | $ 118,200 | |||||||||||
Intrexon Corporation/Precigen | Series 1 Preferred Stock | ||||||||||||
Equity [Line Items] | ||||||||||||
Issuance of common stock in licensing agreement (in shares) | 100,000 | 13,460 | ||||||||||
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/Precigen | Series 1 Preferred Stock | Before Conversion Event Date | ||||||||||||
Equity [Line Items] | ||||||||||||
Preferred stock monthly dividend payable (per share) | $ 12 | |||||||||||
Intrexon Corporation/Precigen | Series 1 Preferred Stock | Remaining Unconverted Shares | ||||||||||||
Equity [Line Items] | ||||||||||||
Preferred stock monthly dividend payable (per share) | $ 24 | |||||||||||
License Agreement | ||||||||||||
Equity [Line Items] | ||||||||||||
Issuance of common stock in licensing agreement (in shares) | 11,722,163 | 11,722,163 | 11,722,163 | |||||||||
J.P. Morgan Securities Inc. | ||||||||||||
Equity [Line Items] | ||||||||||||
Stock issued during period | 1,500,000 | 10,000,000 | 10,000,000 | |||||||||
Issuance & sale of common stock in public offering price per share | $ 8.75 | |||||||||||
Sale of stock price per share | $ 8.225 | |||||||||||
Option granted, exercisable period | 30 days | |||||||||||
Option to purchase common stock | 1,500,000 | |||||||||||
Expected net proceeds from issuance of common stock | $ 94,300 | |||||||||||
Net proceeds from issuance of common stock | $ 94,300 |
Fair Value Assumptions Used in
Fair Value Assumptions Used in Probability Weighted Approach and Monte Carlo Simulation Model (Detail) - Series 1 Preferred Stock - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Risk-free interest rate | 1.04% | |
Expected dividend rate | 0.00% | 0.00% |
Expected volatility | 70.50% | |
Preferred stock conversion limit-percentage of outstanding common stock | 19.90% | 19.90% |
Preferred conversion floor price | $ 1 | $ 1 |
Fair Values of Derivative Instr
Fair Values of Derivative Instruments to be classified as Derivative Liabilities on Balance Sheet (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2016 |
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | $ 2,424 | $ 862 | $ 694 |
Liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liabilities | $ 2,424 |
Change in Derivative Liability
Change in Derivative Liability (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Beginning Balance | $ 694 | $ 862 | |
Dividends | 44 | 267 | |
Change in fair value of derivative liabilities | 124 | 1,295 | $ 124 |
Ending Balance | $ 862 | $ 2,424 | $ 862 |
Fair Value Assumptions Used i51
Fair Value Assumptions Used in Probability Weighted Approach and Monte Carlo Simulation Model for Derivatives (Detail) - Series 1 Preferred Stock - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Risk-free interest rate | 1.04% | |
Expected dividend rate | 0.00% | 0.00% |
Expected volatility | 70.50% | |
Preferred stock conversion limit-percentage of outstanding common stock | 19.90% | 19.90% |
Preferred conversion floor price | $ 1 | $ 1 |
Minimum | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Risk-free interest rate | 1.92% | 1.04% |
Expected volatility | 68.70% | 70.50% |
Maximum | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Risk-free interest rate | 2.12% | 1.69% |
Expected volatility | 80.40% | 72.70% |
Stock Option Plan - Additional
Stock Option Plan - Additional information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | May 31, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | May 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | May 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2012 | Dec. 31, 2014 | Jun. 18, 2014 | May 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Common stock reserved for future issuance | 526,364 | 526,364 | ||||||||||||||||
Outstanding options issued | 3,852,135 | 3,465,335 | 3,481,468 | 3,852,135 | 3,465,335 | 3,481,468 | 6,505,663 | |||||||||||
Proceeds from stock options exercised | $ 88 | $ 714 | $ 4,568 | |||||||||||||||
Total intrinsic value of options | $ 300 | $ 1,500 | $ 23,800 | |||||||||||||||
Stock options, granted | 688,800 | 362,800 | 427,800 | |||||||||||||||
Stock options granted exercise price | $ 5.27 | $ 6.40 | $ 10.47 | |||||||||||||||
Stock options contractual life | 6 years 5 months 20 days | |||||||||||||||||
Employees | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Vesting period | 3 years | |||||||||||||||||
Contractual terms | 10 years | |||||||||||||||||
Director | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Contractual terms | 10 years | |||||||||||||||||
Director | Maximum | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Vesting period | 3 years | |||||||||||||||||
Director | Minimum | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Vesting period | 1 year | |||||||||||||||||
Restricted Stock | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Repurchase of shares of restricted common stock | 245,602 | 16,666 | 132,000 | 119,873 | 6,667 | 116,667 | 16,709 | 7,669 | ||||||||||
Repurchase of shares of restricted common stock, price per share | $ 4.14 | $ 6.11 | $ 7.12 | $ 5.35 | $ 7.74 | $ 6.86 | $ 8.31 | $ 11.57 | ||||||||||
Restricted Stock | Employees | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Vesting period | 3 years | 3 years | 3 years | 3 years | 3 years | |||||||||||||
Share-based payment award granted | 838,000 | 625,750 | 403,083 | 50,000 | 1,000,000 | |||||||||||||
Restricted Stock | Non Employee Directors | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Vesting period | 1 year | 1 year | 1 year | |||||||||||||||
Share-based payment award granted | 69,032 | 86,020 | 133,305 | 4,186 | ||||||||||||||
Unvested Stock | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Unrecognized compensation costs related to non-vested restricted stock outstanding | $ 5,100 | $ 5,100 | ||||||||||||||||
Expected recognition period | 1 year 8 months 23 days | |||||||||||||||||
Unvested Restricted Common Stock | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Expected recognition period | 1 year 7 months 2 days | |||||||||||||||||
Share-based payment award granted | 907,032 | 711,770 | 1,590,574 | |||||||||||||||
Unrecognized stock-based compensation expense related to non-vested restricted stock arrangements | $ 8,200 | $ 8,200 | ||||||||||||||||
the "2012 Plan" | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Common stock reserved for future issuance | 9,000,000 | 9,000,000 | 5,000,000 | 4,000,000 | ||||||||||||||
the "2012 Plan" | Employees | Maximum | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Outstanding options issued | 3,214,635 | 3,214,635 | ||||||||||||||||
the "2012 Plan" | Director | Maximum | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Outstanding options issued | 627,500 | 627,500 | ||||||||||||||||
the "2012 Plan" | Consultants | Maximum | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Outstanding options issued | 10,000 | 10,000 | ||||||||||||||||
Outside 2012 Plan | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Outstanding options issued | 500,000 | 500,000 | ||||||||||||||||
Vesting period | 3 years | |||||||||||||||||
Stock options, granted | 500,000 | |||||||||||||||||
Stock options granted exercise price | $ 6.16 | |||||||||||||||||
Stock options contractual life | 10 years | |||||||||||||||||
Share Based compensation arrangement by share based payment award options grants grant date fair value | $ 2,200 |
Stock Option Activity Under Sto
Stock Option Activity Under Stock Option Plan (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Number of Shares | |||
Beginning Balance | 3,465,335 | 3,481,468 | 6,505,663 |
Granted | 688,800 | 362,800 | 427,800 |
Exercised | (180,000) | (234,833) | (3,249,160) |
Cancelled | (122,000) | (144,100) | (202,835) |
Ending Balance | 3,852,135 | 3,465,335 | 3,481,468 |
Options exercisable, at end of period | 2,925,502 | 2,671,835 | |
Weighted Average Exercise Price | |||
Beginning Balance | $ 5.07 | $ 4.96 | $ 4.07 |
Granted | 5.27 | 6.40 | 10.47 |
Exercised | 3.67 | 4.57 | 3.95 |
Cancelled | 6.64 | 6.43 | 4.36 |
Ending Balance | 5.12 | 5.07 | $ 4.96 |
Options exercisable, at end of period | $ 5.12 | $ 4.40 | |
Options available for future grant | 303,928 | ||
Weighted Average Contractual Term (Years) | |||
Outstanding, at end of period | 6 years 5 months 20 days | ||
Options exercisable, at end of period | 5 years 6 months 29 days | 5 years 10 months 17 days | |
Aggregate Intrinsic Value | |||
Outstanding, at end of period | $ 1,152 | ||
Options exercisable, at end of period | $ 1,152 | $ 3,383 |
Summary of Non-Vested Restricte
Summary of Non-Vested Restricted Stock (Detail) - Unvested Restricted Common Stock - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Number of Shares | |||
Beginning Balance | 1,680,492 | 1,586,388 | 144,508 |
Granted | 907,032 | 711,770 | 1,590,574 |
Vested | (778,965) | (617,666) | (148,694) |
Cancelled | 0 | 0 | 0 |
Ending Balance | 1,808,559 | 1,680,492 | 1,586,388 |
Weighted Average Grant Date Fair Value | |||
Beginning Balance | $ 7.49 | $ 9 | $ 4.70 |
Granted | 4.14 | 5.35 | 9.01 |
Vested | 7.66 | 8.90 | 4.88 |
Cancelled | 0 | 0 | 0 |
Ending Balance | $ 5.74 | $ 7.49 | $ 9 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Retirement Benefits [Abstract] | |||
Defined benefit plan contributions by employer | $ 90 | $ 75 | $ 47 |
Selected Quarterly Informatio56
Selected Quarterly Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 1,597 | $ 1,598 | $ 1,597 | $ 1,597 | $ 1,597 | $ 1,598 | $ 1,697 | $ 1,969 | $ 6,389 | $ 6,861 | $ 4,332 |
Total operating expenses | 15,033 | 14,676 | 14,611 | 15,562 | 12,708 | 12,512 | 132,939 | 14,009 | 59,882 | 172,168 | 124,432 |
Loss from operations | (13,436) | (13,078) | (13,014) | (13,965) | (11,111) | (10,914) | (131,242) | (12,040) | (53,493) | (165,307) | (120,100) |
Preferred stock dividends | (4,999) | (4,903) | (4,865) | (4,171) | (3,532) | (3,591) | (18,938) | (7,123) | |||
Net (loss) applicable to common shareholders | $ (18,272) | $ (17,604) | $ (17,727) | $ (19,658) | $ (14,756) | $ (14,445) | $ (131,200) | $ (12,019) | $ (54,323) | $ (165,297) | $ (120,088) |
Loss per share, basic and diluted | $ (0.12) | $ (0.13) | $ (0.13) | $ (0.15) | $ (0.11) | $ (0.11) | $ (1.01) | $ (0.09) | $ (0.53) | $ (1.32) | $ (0.96) |