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 the 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. Except as disclosed below, the Company did not have any material subsequent events that impacted its financial statements or disclosures. February 2020 Public Offering On February 5, 2020, the Company entered into an underwriting agreement with Jefferies, as representative of the several underwriters named therein, relating to the issuance and sale of 27,826,086 shares of its common stock. The net proceeds from the offering were approximately $85.0 million after deducting underwriting discounts and offering expenses paid by the Company (see Note 2). At-the-Market Subsequent to the balance sheet date, the Company sold an aggregate of 2,814,673 shares of its common stock. The offering was made pursuant to the Company’s effective registration statement on Form S-3ASR Amendment - License Agreement with the National Cancer Institute On January 8, 2020, we amended the Patent License to expand the TCR library licensed from the NCI to include additional TCRs reactive to mutated KRAS and TP53 neoantigens. Under the amendment to the patent license, we agreed to pay the NCI a cash payment of $600,000 within sixty days of the amendment. 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. The following table provides a reconciliation of cash, cash equivalents, and restricted cash within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows. December 31, (in thousands) 2019 2018 2017 Cash and cash equivalents $ 79,741 $ 61,729 $ 70,946 Restricted cash included in prepaid expenses and other current assets — — 388 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 79,741 $ 61,729 $ 71,334 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. 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 Warrants The Company assesses whether warrants issued require accounting as derivatives. The Company determined that the warrants were (1) indexed to the Company’s own stock and (2) classified in stockholders’ equity in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, Derivatives and Hedging 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, 2019 and 2018 are as follows: ($ in thousands) Fair Value Measurements at Reporting Date Using Description Balance as of Quoted Prices in Significant Other Significant Cash equivalents $ 68,031 $ 68,031 $ — $ — ($ in thousands) Fair Value Measurements at Reporting Date Using Description Balance as of Quoted Prices in Significant Other Significant Cash equivalents $ 24,437 $ 24,437 $ — $ — The cash equivalents represent demand deposit accounts and deposits in a short-term United States treasury money market mutual fund quoted in an active market and classified as a Level 1 asset. Revenue Recognition from Collaboration Agreements The Company adopted Accounting Standards Codification, or ASC Topic 606, Revenue from Contracts with Customers, The Company primarily generates revenue through collaboration arrangements with strategic partners for the development and commercialization of product candidates. Commencing January 1, 2018, the Company recognized revenue in accordance with ASC 606 which replaced ASC 605, Multiple Element Arrangements The Company recognizes collaboration revenue under certain of the Company’s license or collaboration agreements that are within the scope of ASC 606. The Company’s contracts with customers typically include promises related to licenses to intellectual property, research and development services and options to purchase additional goods and/or services. If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from non-refundable, up-front non-refundable, up-front The terms of the Company’s arrangements with customers typically include the payment of one or more of the following: (i) non-refundable, up-front catch-up The Company allocates the transaction price to each performance obligation identified in the contract on a relative standalone selling price basis. However, certain components of variable consideration are allocated specifically to one or more particular performance obligations in a contact to the extent both of the following criteria are met: (i) the terms of the payment relate specifically to the efforts to satisfy the performance obligation or transfer the distinct good or service and (ii) allocating the variable amount of consideration entirely to the performance obligation or the distinct good or service is consistent with the allocation objective of the standard whereby the amount allocated depicts the amount of consideration to which the entity expects to be entitled in exchange for transferring the promised goods or services. The Company develops assumptions that require judgment to determine the standalone selling price for each performance obligation identified in each contract. The key assumptions utilized in determining the standalone selling price for each performance obligation may include forecasted revenues, development timelines, estimated research and development costs, discount rates, likelihood of exercise and probabilities of technical and regulatory success. Revenue is recognized based on the amount of the transaction price that is allocated to each respective performance obligation when or as the performance obligation is satisfied by transferring a promised good and/or service to the customer. For performance obligations that are satisfied over time, the Company recognizes revenue by measuring the progress toward complete satisfaction of the performance obligation using a single method of measuring progress which depicts the performance in transferring control of the associated goods and/or services to the customer. The Company uses input methods to measure the progress toward the complete satisfaction of performance obligations satisfied over time. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Any such adjustments are recorded on a cumulative catch-up T received in 2015 a former w e r e were There were d 340-40, Other Assets and Deferred Costs: Contracts with Customers The Company d id re-evaluate Impact of Topic 606 Adoption As a result of adopting ASC 606, the Company recorded an $8.1 million adjustment to the opening balance of accumulated deficit in the first quarter of 2018 as a result of the treatment of the up-front 605-25 ($ in thousands) Impact of Topic 606 Adoption Description As reported under Adjustments Balances without Contract liability, current portion $ 622 $ (5,767 ) $ 6,389 Contract liability, net of current portion $ 49,037 $ 13,898 $ 35,139 Accumulated deficit $ (720,573 ) $ (8,131 ) $ (712,442 ) ($ in thousands) Impact of Topic 606 Adoption Description As reported under Adjustments Balances without Collaboration revenue $ 146 $ (4,732 ) $ 4,878 Net loss $ (53,117 ) $ (4,732 ) $ (48,385 ) Net income (loss) applicable to common shareholders $ 137,246 $ (4,732 ) $ 141,978 Net income (loss) per share - basic $ 0.96 $ (0.03 ) $ 0.99 Net income (loss) per share - diluted $ 0.96 $ (0.03 ) $ 0.99 ($ in thousands) Impact of Topic 606 Adoption Description As reported under Adjustments Balances without Net loss $ (53,117 ) $ (4,732 ) $ (48,385 ) Changes in contract liability $ — $ — $ — The most significant change above relates to the Company’s collaboration revenue, which to date has been exclusively generated from its collaboration arrangement with Ares Trading and PGEN Therap eutic s , a wholly owned subsidiary of Precigen I nc., or P recigen , w hich was known as I nt rexon C orporation up-front 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, 2019, 2018, and 2017 and did not capitalize any such costs on the balance sheets. The Company recognized $4.0 million, $3.0 million, and $2.5 million of compensation expense related to stock options during the years ended December 31, 2019, 2018, and 2017, respectively. In the years ended December 31, 2019, 2018, and 2017, the Company recognized $2.3 million, $4.5 million, and $6.0 million of compensation expense, respectively, related to restricted stock (Note 14). The total compensation expense relating to vesting of stock options and restricted stock awards for the years ended December 31, 2019, 2018, and 2017 was $6.3 million, $7.5 million, and $8.5 million, respectively. The following table presents share-based compensation expense included in the Company’s Statements of Operations: Year ended December 31, (in thousands) 2019 2018 2017 Research and development $ 1,461 $ 1,683 $ 2,401 General and administrative 4,880 5,851 6,053 Share based employee compensation expense before tax $ 6,341 $ 7,534 $ 8,454 Income tax benefit — — — Net share based employee compensation expense $ 6,341 $ 7,534 $ 8,454 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 2019, 2018, and 2017 was approximately $2.47, $1.64, and $3.94 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: 2019 2018 2017 Weighted average risk-free interest rate 1.39 - 2.53% 2.55 - 3.06% 1.85 - 2.27% Expected life in years 5.75 - 6.25 6 6 Expected volatility 71.39 - 85.00% 80.75 - 84.71% 80.31 - 81.03% Expected dividend yield 0 0 0 Net Income ( ) Basic net loss per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is computed using the weighted-average number of common shares outstanding during the period, plus the dilutive effect of outstanding options and warrants, using the treasury stock method and the average market price of the Company’s common stock during the applicable period. For the Year Ended December 31, in thousands, except share and per share data 2019 2018 2017 Basic Net loss $ (117,796 ) $ (53,117 ) $ (54,323 ) Preferred stock dividends — (16,998 ) (18,938 ) Settlement of a related party relationship — 207,361 — Net income / (loss) applicable to common shareholders $ (117,796 ) $ 137,246 $ (73,261 ) Weighted-average common shares outstanding 167,952,114 143,508,674 136,938,264 Earnings per share, basic $ (0.70 ) $ 0.96 $ (0.53 ) Diluted Net Loss $ (117,796 ) $ (53,117 ) $ (54,323 ) Preferred stock dividends — (16,998 ) (18,938 ) Precigen license transaction — 207,361 — Net income / (loss) applicable to common shareholders $ (117,796 ) $ 137,246 $ (73,261 ) Weighted-average common shares outstanding 167,952,114 143,508,674 136,938,264 Effect of dilutive securities Stock options — 201,362 — Unvested restricted common stock — 124 — Warrants — — — Dilutive potential common shares — 201,486 — Shares used in calculating diluted earnings per share 167,952,114 143,710,160 136,938,264 Earnings per share, diluted $ (0.70 ) $ 0.96 $ (0.53 ) Certain shares related to some of the Company’s outstanding common stock options, unvested restricted stock, preferred stock, and warrants have not been included in the computation of diluted net earnings (loss) per share for the years ended December 31, 2019, 2018 and 2017 as the result would be antidilutive. Such potential common shares at December 31, 2019, 2018, and 2017 consist of the following: December 31, 2019 2018 2017 Stock options 6,872,879 5,075,723 4,352,135 Unvested restricted stock 939,636 681,946 1,808,559 Preferred stock — — 34,134,524 Warrants 22,272,727 18,939,394 — 30,085,242 24,697,063 40,295,218 During the year ended December 31, 2018, the Company and PGEN, entered into a License Agreement to replace all existing agreements between the companies that provides the Company with certain exclusive and non-exclusive New Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement 2018-03. In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting 2018-07. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) right-of-use No. 2016-02, non-lease Leases In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation Scope of Modification Accounting 2017-09, 2017-09 |