Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 14, 2020 | Jun. 28, 2019 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | ZIOPHARM ONCOLOGY INC | ||
Entity Central Index Key | 0001107421 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Trading Symbol | ZIOP | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
Entity Public Float | $ 834,869,811 | ||
Entity Common Stock, Shares Outstanding | 212,999,979 | ||
Entity Interactive Data Current | Yes | ||
Title of 12(b) Security | Common Stock | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Address, State or Province | MA |
BALANCE SHEETS
BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 79,741 | $ 61,729 |
Receivables | 3,330 | 1,864 |
Prepaid expenses and other current assets | 22,421 | 20,692 |
Total current assets | 105,492 | 84,285 |
Property and equipment, net | 1,110 | 1,097 |
Deposits | 130 | 128 |
Right-of-use asset | 2,272 | |
Other non-current assets | 110 | 9,541 |
Total assets | 109,114 | 95,051 |
Current liabilities: | ||
Accounts payable | 906 | 707 |
Accrued expenses | 10,846 | 8,763 |
Lease liability - current portion | 774 | |
Deferred rent - current portion | 13 | |
Total current liabilities | 12,526 | 9,483 |
Lease liability - noncurrent portion | 1,578 | |
Deferred rent - noncurrent portion | 4 | |
Total liabilities | 14,104 | 9,487 |
Commitments and contingencies (Note 9) | ||
Preferred stock, $0.001 par value, 30,000,000 shares authorized | ||
Stockholders' equity: | ||
Common stock, $0.001 par value; 250,000,000 shares authorized; 181,803,320 and 161,066,136 shares issued and outstanding at December 31, 2019 and 2018, respectively | 182 | 161 |
Additional paid-in capital | 778,953 | 651,732 |
Accumulated deficit | (684,125) | (566,329) |
Total stockholders' equity | 95,010 | 85,564 |
Total liabilities and stockholders' equity | 109,114 | $ 95,051 |
Series 1 Preferred Stock | ||
Current liabilities: | ||
Series 1 preferred stock, $1,200 stated value; 250,000 designated; 0 shares issued and outstanding at December 31, 2019 and 2018; liquidation value of $0 million at December 31, 2019 and 2018 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
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 | 181,803,320 | 161,066,136 |
Common stock, shares outstanding | 181,803,320 | 161,066,136 |
Series 1 Preferred Stock | ||
Preferred stock, stated value | $ 1,200 | $ 1,200 |
Preferred stock, shares authorized | 250,000 | 250,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, liquidation preference | $ 0 | $ 0 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
Collaboration revenue | $ 146 | $ 6,389 | |
Operating expenses: | |||
Research and development | $ 38,331 | 34,134 | 45,084 |
General and administrative | 19,527 | 19,918 | 14,798 |
Total operating expenses | 57,858 | 54,052 | 59,882 |
Loss from operations | (57,858) | (53,906) | (53,493) |
Other income, net | 813 | 631 | 465 |
Non-cash inducement warrant expense | (60,751) | ||
Change in fair value of derivative liabilities | 0 | 158 | (1,295) |
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 stockholders | $ (117,796) | $ 137,246 | $ (73,261) |
Net income (loss) per share - basic | $ (0.70) | $ 0.96 | $ (0.53) |
Net income (loss) per share - diluted | $ (0.70) | $ 0.96 | $ (0.53) |
Weighted average common shares outstanding used to compute basic net income (loss) per share | 167,952,114 | 143,508,674 | 136,938,264 |
Weighted average common shares outstanding used to compute diluted net income (loss) per share | 167,952,114 | 143,710,160 | 136,938,264 |
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, 2016 | $ (77,298) | $ 132 | $ 580,567 | $ (657,997) | $ 125,321 |
Balance (in shares) at Dec. 31, 2016 | 132,376,670 | 106,184 | |||
Adjustment for implementation of ASU No. 2014-09, Revenue from Contracts with Customers | 122 | (122) | |||
Stock-based compensation | 8,454 | 8,454 | |||
Issuance of restricted common stock | $ 1 | (1) | |||
Issuance of restricted common stock (in shares) | 907,032 | ||||
Exercise of employee stock options | $ 88 | $ 1 | 87 | ||
Exercise of employee stock options (in shares) | 180,000 | 59,864 | |||
Repurchase of restricted common stock | $ (2,059) | $ (1) | (2,058) | ||
Repurchase of restricted common stock (Shares) | (394,267) | ||||
Issuance of common stock in connection with at the market offering, net | 47,270 | $ 10 | 47,260 | ||
Issuance of common stock in connection with at the market offering, net (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 | |||
Adjustment for implementation of ASU No. 2014-09, Revenue from Contracts with Customers | (8,131) | (8,131) | |||
Stock-based compensation | 7,534 | 7,534 | |||
Issuance of restricted common stock | 1 | $ 2 | (1) | ||
Issuance of restricted common stock (in shares) | 150,321 | ||||
Exercise of employee stock options | $ 242 | $ 2 | 240 | ||
Exercise of employee stock options (in shares) | 104,167 | 104,166 | |||
Cancelled restricted common stock | $ 1 | $ (2) | 3 | ||
Cancelled restricted common stock (in shares) | (271,433) | ||||
Repurchase of restricted common stock | (1,624) | $ (3) | (1,621) | ||
Repurchase of restricted common stock (Shares) | (514,349) | ||||
Issuance of common stock in connection with at the market offering, net | 47,101 | $ 19 | 47,082 | ||
Issuance of common stock in connection with at the market offering, net (in shares) | 18,939,394 | ||||
Preferred stock dividends | $ 16,775 | ||||
Preferred stock dividends | (16,998) | (16,998) | |||
Preferred stock dividends (in shares) | 11,415 | ||||
Settlement of a related party relationship (Note 7) | 207,361 | 207,361 | $ (160,767) | ||
Settlement of a related party relationship (Note 7) (in shares) | (131,059) | ||||
Net loss | (53,117) | (53,117) | |||
Balance at Dec. 31, 2018 | 85,564 | $ 161 | 651,732 | (566,329) | |
Balance (in shares) at Dec. 31, 2018 | 161,066,136 | ||||
Stock-based compensation | 6,341 | 6,341 | |||
Issuance of restricted common stock | 1,000 | $ 2 | 998 | ||
Issuance of restricted common stock (in shares) | 1,519,766 | ||||
Exercise of employee stock options | $ 1,219 | 1,219 | |||
Exercise of employee stock options (in shares) | 581,105 | 443,051 | |||
Cancelled restricted common stock (in shares) | (74,599) | ||||
Issuance of common stock upon exercise of warrants, net | $ 60,751 | 60,751 | |||
Repurchase of restricted common stock | (653) | (653) | |||
Repurchase of restricted common stock (Shares) | (225,339) | ||||
Issuance of common stock in connection with at the market offering, net | $ 6,085 | $ 1 | 6,084 | ||
Issuance of common stock in connection with at the market offering, net (in shares) | 2,814,673 | 1,271,274 | |||
Warrant exercise, net of commissions and expenses of $1.1 million | $ 52,499 | $ 18 | 52,481 | ||
Warrant exercise, net of commissions and expenses of $1.1 million (in shares) | 17,803,031 | ||||
Net loss | (117,796) | (117,796) | |||
Balance at Dec. 31, 2019 | $ 95,010 | $ 182 | $ 778,953 | $ (684,125) | |
Balance (in shares) at Dec. 31, 2019 | 181,803,320 |
STATEMENTS OF CHANGES IN PREF_2
STATEMENTS OF CHANGES IN PREFERRED STOCK AND STOCKHOLDERS' Equity (DEFICIT) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Issuance of common stock, commissions and expenses | $ 2,898 | $ 2,700 | |
Common stock issuance cost | $ 2,898 | $ 2,700 | |
Market Offering [Member] | |||
Issuance of common stock, commissions and expenses | $ 100 | ||
Common stock issuance cost | 100 | ||
Warrant [Member] | |||
Issuance of common stock, commissions and expenses | 1,100 | ||
Common stock issuance cost | $ 1,100 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | |||
Net loss | $ (117,796) | $ (53,117) | $ (54,323) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 629 | 575 | 369 |
Stock-based compensation | 7,341 | 7,534 | 8,454 |
Non-cash inducement warrant expense | 60,751 | ||
Change in fair value of derivative liabilities | 0 | (158) | 1,295 |
(Increase) decrease in: | |||
Receivables | (1,466) | (1,845) | 2 |
Prepaid expenses and other current assets | (1,729) | (1,263) | 3,992 |
Deposits | (2) | ||
Other noncurrent assets | 9,431 | 3,942 | (12,991) |
Increase (decrease) in: | |||
Accounts payable | 199 | (3,709) | 4,261 |
Accrued expenses | 1,725 | (1,145) | 800 |
Deferred revenue | (146) | (6,389) | |
Deferred rent | 0 | (125) | (139) |
Lease liabilities | 63 | ||
Net cash used in operating activities | (40,854) | (49,457) | (54,669) |
Cash flows from investing activities: | |||
Purchases of property and equipment | (284) | (459) | (737) |
Net cash used in investing activities | (284) | (459) | (737) |
Cash flows from financing activities: | |||
Proceeds from exercise of stock options | 1,219 | 240 | 88 |
Issuance of restricted common stock | (2,059) | ||
Repurchase of common stock | (653) | (1,622) | 0 |
Proceeds from issuance of common stock, net | 47,270 | ||
Proceeds from underwritten financing | 47,101 | ||
Issuance of common stock upon exercise of warrants, net | 52,499 | ||
Issuance of common stock in connection with an at the market offering, net | 6,085 | ||
Cash paid for settlement of related party relationship | (5,408) | ||
Net cash provided by financing activities | 59,150 | 40,311 | 45,299 |
Net decrease in cash and cash equivalents, and restricted cash | 18,012 | (9,605) | (10,107) |
Cash and cash equivalents, and restricted cash, beginning of period | 61,729 | 71,334 | 81,441 |
Cash and cash equivalents, and restricted cash, end of period | 79,741 | 61,729 | 71,334 |
Supplementary disclosure of cash flow information: | |||
Bonus paid in common stock | 1,000 | ||
Fixed assets in accrued expenses | $ 358 | ||
Supplementary disclosure of noncash investing and financing activities: | |||
Noncash portion of related party relationship settlement | 212,769 | ||
Series 1 Preferred Stock | |||
Supplementary disclosure of noncash investing and financing activities: | |||
Payment of dividends in preferred stock | $ 16,998 | $ 18,938 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Organization | 1. Organization ZIOPHARM Oncology, Inc., which is referred to herein as “ZIOPHARM,” or the “Company,” is a biopharmaceutical company seeking to develop, acquire, and commercialize, on its own or with partners, a diverse portfolio of 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 no recurring revenues from operations. The Company anticipates that losses will continue for the foreseeable future. As of December 31, 2019, the Company has approximately $79.7 million of cash and cash equivalents, in addition to an aggregate of approximately $98.0 million of net proceeds that the Company raised in January and February 2020 from an underwritten public offering and its at-the-market mid-2022, |
Financings
Financings | 12 Months Ended |
Dec. 31, 2019 | |
Text Block [Abstract] | |
Financings | 2. Financings 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 price to the public in the offering was $3.25 per share, and the underwriters agreed to purchase the shares from the Company pursuant to the underwriting agreement at a purchase price of $3.055 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 4,173,912 shares of common stock at a purchase price of $3.055 per share. The offering was made pursuant to the Company’s effective registration statement on Form S-3ASR No. 333-232283) At-the-Market Subsequent to De cember 31, 2019 S-3ASR File During the year ended December 31, 2019, the Company sold an aggregate of 1,271,274 shares of its common stock. The offering was made pursuant to the Company’s effective registration statement on Form S-3ASR File November 2018 Private Placement and 2019 Inducement Warrants On November 11, 2018, the Company entered into a securities purchase agreement with certain institutional and accredited investors pursuant to which it sold an aggregate of 18,939,394 immediately separable units at a price per unit of $2.64 to such investors, for net proceeds of approximately $47.1 million. Each unit was comprised of (i) one share of the Company’s S-3 July 2019 and September 2019 Warrant Exercise On July 26, 2019 and September 12, 2019, the Company entered into agreements for the exercise of the warrants issued in November 2018 to purchase common stock in a private placement. Pursuant to the terms of the agreements, investors exercised warrants for an aggregate of 17,803,031 shares of common stock, at an exercise price of $3.01 per share. The Company issued new warrants to purchase up to 17,803,031 additional shares of common stock as an inducement for warrant holders to exercise their 2018 warrants early. The new warrants will become exercisable six months following the date of issuance, will expire on the fifth anniversary of the initial exercise date, and have an exercise price of $7.00 (Note 14). Proceeds from the exercise of the warrants, before deducting placement agent fees and other related expenses of $1.1 million were approximately $52.5 million. For the year ended December 31, 2019, the Company also recorded $60.8 million in non-cash which is included in the Company’s statement of operations. May 2017 Offering 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 net proceeds from the offering were approximately $47.3 million after deducting underwriting commissions and estimated offering expenses payable by the Company. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
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 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 |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2019 | |
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) 2019 2018 Office and computer equipment $ 1,436 $ 1,249 Software 1,030 1,030 Leasehold improvements 1,892 1,839 Research and development equipment 1,195 1,182 Capital in-process 389 — 5,942 5,300 Less: accumulated depreciation (4,832 ) (4,203 ) Property and equipment, net $ 1,110 $ 1,097 Depreciation charged to the statement of operations for the years ended December 31, 2019, 2018, and 2017 was $629 thousand, $575 thousand, and $369 thousand, respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 5. Accrued Expenses Accrued expenses consist of the following: December 31, (in thousands) 2019 2018 Clinical services $ 5,247 $ 3,003 Employee compensation 1,910 1,786 Preclinical services 1,147 1,247 Professional services 991 745 Manufacturing services 586 1,164 Accrued vacation 489 363 Payroll taxes and benefits 284 349 Other consulting services 192 106 Total $ 10,846 $ 8,763 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 6. Related Party Transactions Collaborations with Precigen/ PGEN During the year ended December 31, 2018, the Company and PGEN entered into an Exclusive License Agreement (Note 7). During the year ended December 31, 2018, the Company issued an aggregate of 11,415 shares of Series 1 preferred stock to Precigen, 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 3 and 13 for additional discussion regarding the accounting for and valuation of these derivative financial instruments. During the years ended December 31, 2019, 2018, and 2017, the Company expensed $3.0 million, $8.1 million, and $21.4 million, respectively, for services performed by Precigen. As of December 31, 2019, and 2018, the Company recorded $0.1 million and $1.9 million, respectively, in current liabilities on its balance sheet for amounts due to Precigen. Collaboration with PGEN and MD Anderson On January 13, 2015, the C T-cell non-viral During the year ending December 31, 2019, the Company did not make any payments to MD Anderson, and the total aggregate payments in connection with this agreement are $41.9 million. The net balance of cash resources on hand at MD Anderson available to offset expenses and future costs is $20.3 million, which is included in prepaid expenses and |
Settlement of a Related Party R
Settlement of a Related Party Relationship | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Settlement of relatedparty relationship | 7. Settlement of a Related Party Relationship Exclusive License Agreement with PGEN Therapeutics On October 5, 2018, the Company entered into the license agreement with PGEN. As between the Company and PGEN, the terms of the License Agreement replace and supersede the terms of: (a) that certain Exclusive Channel Partner Agreement by and between the Company and Precigen, dated January 6, 2011, as amended by the First Amendment to Exclusive Channel Partner Agreement effective September 13, 2011, the Second Amendment to the Exclusive Channel Partner Agreement effective March 27, 2015, and the Third Amendment to Exclusive Channel Partner Agreement effective June 29, 2016, which was subsequently assigned by Precigen to PGEN; (b) certain rights and obligations pursuant to that certain License and Collaboration Agreement effective March 27, 2015 between ZIOPHARM, Precigen and ARES TRADING Trading S.A., or Ares Trading, a subsidiary of Merck KGaA, or Merck, as assigned by Precigen to PGEN, or the Ares Trading Agreement; (c) that certain License Agreement between the Company, Precigen, and MD Anderson, with an effective date of January 13, 2015, or the MD Anderson License, which was subsequently assigned by Precigen and assumed by PGEN effective as of January 1, 2018; and (d) that certain Research and Development Agreement between the Company, Precigen and MD Anderson with an effective date of August 17, 2015, or the Research and Development Agreement, and any amendments or statements of work thereto. Pursuant to the terms of the License Agreement, PGEN has granted the Company exclusive, worldwide rights to research, develop and commercialize (i) products utilizing PGEN’s RheoSwitch® gene switch, or RTS®, for the treatment of cancer, referred to as IL-12 Products, (ii) CAR products directed to (A) CD19 for the treatment of cancer, referred to as CD19 Products, and (B) a second target for the treatment of cancer, subject to the rights of Ares Trading to pursue such target under the Ares Trading Agreement, and (iii) T-cell receptor, or TCR, products designed for neoantigens for the treatment of cancer. PGEN has also granted the Company an exclusive, worldwide, royalty-bearing, sub-licensable license for certain patents relating to the Sleeping Beauty The Company is solely responsible for all aspects of the research, development and commercialization of the exclusively licensed products for the treatment of cancer. The Company is required to use commercially reasonable efforts to develop and commercialize IL-12 two-year PGEN has also granted the Company an exclusive, worldwide, royalty-bearing, sub-licensable IL-12 IL-12 In consideration of the licenses and other rights granted by PGEN, we will pay PGEN an annual license fee of $100 thousand and we have agreed to reimburse PGEN for certain historical costs of the licensed programs up to $1.0 million, payable quarterly. The Company determined that the fair value of this program was $1.0 million and this was expensed in accordance with ASC 730, Research and Development during the year ended December 31, 2018. The Company recorded a liability for $0.1 million and $1.0 million for the years ended December 31, 2019 and 2018, respectively, and has included these amounts in a The agreement also calls for an annual license fee of $100 thousand as long as the agreement is effective. The Company will also make milestone payments totaling up to an additional $52.5 million for each exclusively licensed program upon the initiation of later stage clinical trials and upon the approval of exclusively licensed products in various jurisdictions. In addition, the Company will pay PGEN tiered royalties ranging from low-single IL-12 low-single mid-single The Company is responsible for all development costs associated with each of the licensed products, other than Gorilla IL-12 IL-12 PGEN will pay the Company royalties ranging from low-single mid-single In consideration of the Company entering into the License Agreement, Precigen forfeited and returned to the Company all shares of the Company’s Series 1 preferred stock held by or payable to Precigen as of the date of the License Agreement. In addition, PGEN is required to transfer all of Ziopharm’s rights and obligations under the Ares Trading Agreement to Precigen (or its’ affiliate). As a result, Ziopharm shall not be responsible for any remaining obligations under the Merck Agreement. Additionally, Precigen forfeited and returned to the Company all shares of the Company’s Series 1 preferred stock held by or payable to Precigen as of the date of the License Agreement. The Company determined that this transaction represented a capital transaction between related parties. The Company fair valued the preferred stock and the derivative liability on the date of the transaction, noting a total fair value of $163.3 million. The relinquishment of the Ziopharm’s obligation under the Ares Trading Agreement was also considered part of the overall capital transaction. The Company recognized an additional credit to accumulated deficit of $49.5 million as a result of the relief of the obligation under the Ares Trading Agreement (Note 7). The total amount of the settlement was $212.8 million. The Company incurred approximately $7.4 million of transaction advisory costs with third-party vendors, of which $5.4 million was considered a direct cost associated with the Series 1 preferred stock extinguishment and is also included as part of the consideration transferred. The remaining $2.0 million of transaction costs were recognized as an expense during the year ended December 31, 2018. The Company recognized a net credit to accumulated deficit of $207.3 million, calculated as the difference in the carrying value of the Series 1 preferred stock, derivative liability, and contract liability, and the consideration transferred of $5.4 million, in connection with the transaction. This amount is included in net income available to common shareholders in the calculation of earnings per share for the year ended December 31, 2018 (Note 3). |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases, Operating [Abstract] | |
Leases | 8. Leases Operating Leases The Company adopted FASB ASU No. 2016-02, Leases (Topic 842) non-lease The Company uses its estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments. The Company’s incremental borrowing rate represents the rate of interest that it would have to pay to borrow over a similar term an amount equal to the lease payments in a similar economic environment. The Company considers publicly available data for instruments with similar terms and characteristics when determining its incremental borrowing rates. The adoption of Topic 842 resulted in recognition of approximately $1.6 million of right-of-use right-of-use In June 2012, the Company entered into a master lease for the Company’s corporate office On March 12, 2019, the Company entered into a lease agreement for office space in Houston. Under the terms of the First Houston Lease agreement, the Company leases approximately one thousand and thirty-eight square feet and is required to make rental payments at an average monthly rate of approximately $2.0 thousand through April 2021. On October 15, 2019, the Company entered into a lease agreement for additional office space in Houston. Under the terms of the Second Houston Lease, the Company leases approximately eight thousand four hundred and forty-three square feet and is initially required to make rental payments of approximately $17.0 thousand through February 2027, subject to an annual base rent increase of approximately 3.0% throughout the term. The components of lease expense were as follows: (in thousands) Year Ended Operating lease cost $ 772 Total lease cost $ 772 Weighted-average remaining lease term (years) 4.42 Weighted-average discount rate 8.00 % Cash paid for amounts included in the measurement of the lease liabilities were $0.7 million for the year-ended December 31, 2019. The Company recognized new operating lease assets obtained in exchange for operating lease liabilities of $1.2 million for the year-ended December 31, 2019. As of December 31, 2019, the maturities of the Company’s operating lease liabilities were as follows (in thousands): Maturity of Lease Liabilities Operating Leases 2020 $ 925 2021 701 2022 213 2023 220 2024 226 Thereafter 514 Total lease payments $ 2,799 Less: Imputed Interest and Adjustments (447 ) Present value of lease payments $ 2,352 Disclosures related to periods prior to adoption of the New Lease Standard Prior to the adoption of ASC 842, the Company recorded rent expense on a straight-line basis over the term of the lease under ASC 840. Total rent expense was approximately $0.7 million and $0.7 million for the years ended December 31, 2018 and 2017, respectively. For comparative purposes, the Company’s aggregate future minimum non-cancellable 2019 723 2020 736 2021 488 Future minimum lease payments, net $ 1,947 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies License Agreements Exclusive License Agreement with PGEN On October 5, 2018, the Company entered into an exclusive license agreement with PGEN. Refer to Note 7—Settlement of a Related Party Relationship for further details. License Agreement and Research and Development Agreements—The University of Texas MD Anderson Cancer Center On January 13, 2015, ZIOPHARM, together with Precigen, entered into the MD Anderson License with MD Anderson (which Precigen subsequently assigned to PGEN). Pursuant to the MD Anderson License, the Company, together with PGEN, holds an exclusive, worldwide license to certain technologies owned and licensed by MD Anderson including technologies relating to novel CAR T-cell non-viral On August 17, 2015, the Company Pursuant to the Research and Development Agreement, the Com pany On October 22, 2019, the Company entered into the 2019 Research and Development Agreement, or the 2019 Agreement, with The University of Texas M.D. Anderson Cancer Center, or MD Anderson, pursuant to which the parties agreed to collaborate with respect to the Company’s Sleeping Beauty non-viral The Company will own all intellectual property developed under the 2019 Agreement and will retain all rights to intellectual property for oncology products manufactured using non-viral Sleeping Beauty non-exclusive The Company has agreed, beginning on January 1, 2021, to reimburse MD Anderson up to a total of $20.0 million for development costs under the 2019 Agreement. In addition, the Company will pay MD Anderson royalties on net sales of its TCR products at rates in the low single digits. The Company is required to make performance-based payments upon the successful completion of clinical and regulatory benchmarks relating to its TCR products. The aggregate potential benchmark payments are $36.5 million, of which only $3.0 million will be due prior to the first marketing approval of the Company’s TCR products. The royalty rates and benchmark payments owed to MD Anderson may be reduced upon the occurrence of certain events. The Company also agreed that it will sell the Company’s TCR products to MD Anderson at preferential prices and will sell its TCR products in Texas exclusively to MD Anderson for a limited period of time following the first commercial sale of the Company’s TCR products. In connection with the execution of the 2019 Agreement, the Company issued MD Anderson a warrant to purchase 3,333,333 shares of common stock. Refer to Note 10 – Warrants During the year ended December 31, 2019, the Company made no payments to MD Anderson compared to $2.7 million during the year ended December 31, 2018. The decrease in cash paid to MD Anderson during the year ended December 31, 2019 as compared to the same period in the prior year is a result of the final quarterly payment being made to MD Anderson in January 2018 and the result of approved expenditures incurred by the Company being deducted from the existing prepaid expense. The net balance of cash resources on hand at MD Anderson available to offset expenses and future costs is $20.3 million, which is included in prepaid expenses and 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 PGEN, 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 License Agreement with the National Cancer Institute On May 28, 2019, the Company entered into a patent license agreement, or the Patent License, with the National Cancer Institute, or the NCI. Pursuant to the Patent License, the Company holds an exclusive, worldwide license to certain intellectual property to develop and commercialize patient-derived (autologous), peripheral blood T-cell TP T-cell non-viral non-exclusive, Pursuant to the terms of the Patent License, the Company is required to pay the NCI a cash payment in the aggregate amount of $1.5 million payable in $0.5 million installments within sixty days, six-months, d Under the amendment to the patent license signed in January 2020, we agreed to pay the NCI a cash payment of $600,000 within sixty days of the amendment. acc rued expenses on the Company’s balance sheet. At December 31, 2019, the Company included a prepayment of $0.3 million related to the Patent License as prepaid expenses and other curre n The terms of the Patent License also require the Company to pay the NCI minimum annual royalties in the amount of $0.3 million, which amount will be reduced to $0.1 million once the aggregate minimum annual royalties paid by the Company equals $1.5 million. The first minimum annual royalty payment is payable on the date that is eighteen months following the date of the Patent License. The Company is also required to make performance-based payments upon successful completion of clinical and regulatory benchmarks relating to the licensed products. The aggregate potential benchmark payments are $4.3 million, of which aggregate payments of $3.0 million are due only after marketing approval in the United States or in Europe, Japan, Australia, China or India. The first benchmark payment of $0.1 million will be due upon the initiation of the Company’s first sponsored phase 1 clinical trial of a licensed product or licensed process in the field of use licensed under the Patent License. In addition, the Company is required to pay the NCI one-time mid-single The Patent License will expire upon expiration of the last patent contained in the licensed patent rights, unless terminated earlier. The NCI may terminate or modify the Patent License in the event of a material breach, including if the Company does not meet certain milestones by certain dates, or upon certain insolvency events that remain uncured following the date that is 90 days following written notice of such breach or insolvency event. The Company may terminate the Patent License, or any portion thereof, in the Company’s sole discretion at any time upon 60 days’ written notice to the NCI. In addition, the NCI has the right to: (i) require the Company to sublicense the rights to the product candidates covered by the Patent License upon certain conditions, including if the Company is not reasonably satisfying required health and safety needs and (ii) terminate or modify the Patent License, including if the Company is not satisfying requirements for public use as specified by federal regulations. Cooperative Research and Development Agreement (CRADA) with the National Cancer Institute On January 10, 2017, the Company announced the signing of the CRADA with the NCI for the development of adoptive cell transfer, or ACT,-based immunotherapies genetically modified using the Sleeping Beauty non-viral Sleeping Beauty Exclusive Channel Partner Agreement with PGEN for the Cancer Programs From 2011 to 2018, the Company was party to various arrangements with Precigen (now PGEN) in which the Company used PGEN’s technology to research and develop cancer treatments in return for various future profit sharing and royalty arrangements. These agreements were modified or terminated by the License Agreement described in Note 7. Ares Trading License and Collaboration Agreement On March 27, 2015, the Company, together with Precigen (now PGEN), signed the Ares Trading Agreement, with Ares Trading S.A., 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. PGEN was 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 was responsible for costs exceeding the quarterly installments and all other costs of the preclinical research and development. For the year ended December 31, 2019, the Company incurred no expense under the Ares Trading Agreement. For the year ended December 31, 2018, the Company has expensed $0.1 million under the Ares Trading Agreement, respectively. For the year ended December 31, 2017, the Company expensed $1.6 million under the Ares Trading agreement. Ares Trading paid a non-refundable Under the License Agreement, PGEN agreed to perform all future obligations of the Company under the Ares Trading Agreement other than certain payment obligations. Accordingly, the Company recognized the remaining deferred revenue as part of the settlement of related party relationships as described in Note 7. 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 which was amended on July 31, 2014 to include an exclusive worldwide license. 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 As consideration for the license, the Company is 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 the Company in accordance with the terms of the license agreement with the Licensors. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2019 | |
Warrants Disclosure [Abstract] | |
Warrant | 10. Warrants In connection with the Company’s November 2018 private placement which provided net proceeds of approximately $47.1 million, the Company issued warrants to purchase an aggregate of 18,939,394 shares of common stock which became exercisable six months after the closing of the private placement. The warrants have an exercise price of $3.01 per share and have a five-year term. The relative fair value of the warrants was estimated at $18.4 million using a Black-Scholes model with the following assumptions: expected volatility of 71%, risk free interest rate of 2.99%, expected life of five years and no dividends. The Company assessed whether the both the 2019 and 2018 warrants required 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 On July 26, 2019 and September 12, 2019, the Company entered into agreements with existing investors for the exercise of previously issued warrants to purchase common stock in a private placement. Pursuant to the terms of the agreements, investors exercised their 2018 warrants for an aggregate of 17,803,031 shares of common stock, at an exercise price of $3.01 per share. The warrants exercised were originally issued by the Company in a private placement that closed in November 2018 (Note 2). Proceeds from the warrant exercise, after deducting placement agent fees and other related expenses of $1.1 million were approximately $52.5 million. The Company issued participating investors new warrants to purchase up to 17,803,031 additional shares of common stock as an inducement for the warrant holders to exercise their 2018 warrants early. The 2019 warrants will become exercisable six months following the date of issuance, will expire on the fifth anniversary of the initial exercise date, and have an exercise price of $7.00. The 2019 warrants were valued using a Black-Scholes valuation model and resulted in a $60.8 million non-cash in On October 22, 2019, the Company entered into the 2019 Agreement |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. 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, 2019 and 2018 are as follows: December 31, (in thousands) 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 124,115 $ 106,430 Start-up 30,480 33,977 Research and development credit carryforwards 35,130 33,684 Stock compensation 1,087 990 Capitalized acquisition costs 4,501 5,160 Lease liability 626 — Depreciation 176 132 Other 1,186 920 197,301 181,293 Less valuation allowance (196,696 ) (181,293 ) Total deferred tax assets 605 — Deferred tax liabilities: Right of use asset (605 ) — Total deferred tax liabilities $ (605 ) $ — Net deferred tax e $ — $ — 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, 2019, the Company has aggregate net operating loss carryforwards for federal tax purposes of approximately $470 million, of which $342 million is available to offset future federal taxable income to the extent permitted under the Internal Revenue Code, or IRC, expiring in varying amounts through 2039 and approximately $128 million can be carried forward indefinitely. The Company also has approximately $404 million of state net operating loss carryforwards available to offset future state taxable income, expiring at various dates through 2039. Additionally, the Company has approximately $35.0 million of research and development credits at December 31, 2019, expiring in varying amounts through 2039, which may be available to reduce future taxes. In March 2016, the FASB issued ASU No. 2016-09, 2016-09), 2016-09 2016-09, In May 2014, the FASB issued an accounting standard update which provides for new revenue recognition guidance, superseding nearly all prior revenue recognition guidance. The new revenue standard outlines a single comprehensive model for accounting for revenue from contracts with customers and requires more detailed revenue disclosures. The Company adopted the new revenue standard on January 1, 2018 and as a result of the adoption increased deferred revenue by $8.1 million and decreased retained earnings by the same amount. Previously the Company had recorded revenue of $15.9 million and had deferred revenue of $41.5 million at December 31, 2017. The increase in the deferred revenue represented the recapture of revenue that was previously recorded and taxed. There was no impact to tax as the increase to the deferred tax asset was fully offset by the Company’s full valuation allowance. 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, 2018. There was no change in ownership at this time. 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 in 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) 2019 2018 2017 Federal income tax at statutory rates 21 % 21 % 34 % State income tax, net of federal tax benefit 3 % 4 % 4 % Non-cash -11 % 0 % 0 % Research and development credits 1 % 2 % 3 % Stock compensation 0 % -1 % -1 % Research and development true-up 0 % 0 % -7 % Officers compensation 0 % -1 % -2 % Other -1 % -2 % -3 % Federal rate change 0 % 3 % -124 % Change in valuation allowance -13 % -26 % 96 % Effective tax rate 0 % 0 % 0 % The Company adopted ASC740, “Accounting for Uncertain Tax Positions” on January 1, 2007. ASC 740 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. There were no adjustments to its uncertain tax positions in the years ended December 31, 2019, 2018, and 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 2019. 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 |
Preferred Stock and Stockholder
Preferred Stock and Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Preferred Stock | 12. 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 $0.001 per share), and 30,000,000 shares are designated as preferred stock (par value $0.001 per share). Common Stock 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 price to the public in the offering was $3.25 per share, and the underwriters agreed to purchase the shares from the Company pursuant to the underwriting agreement at a purchase price of $3.055 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 4,173,912 shares of common stock at a purchase price of $3.055 per share. The offering was made pursuant to the Company’s effective registration statement on Form S-3ASR ( No. 333-232283) At-the-Market During the year ended December 31, 2019, the Company sold an aggregate of 1,271,274 shares of its common stock. The offering was made pursuant to the Company’s effective registration statement on Form S-3ASR ( Fi le Also, subsequent to December 31, 2019, the Company sold an aggregate of 2,814,673 shares of our common stock. The offering was made pursuant to the Company’s effective registration statement on Form S-3ASR ( File November 2018 Private Placement and 2019 I n On November 11, 2018, the Company entered into a securities purchase agreement with certain institutional and accredited investors, pursuant to which the Company agreed to issue and sell to the Investors an aggregate of 18,939,394 immediately separable units, with each unit being composed of (i) one share of the Company’s common stock, par value $0.001 per share, and (ii) a warrant to purchase one share of common stock, at a price per unit of $2.64, for net proceeds of approximately $47.1 million. May 2017 Offering 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 a s certain a greements these am endments On October 5, 2018, the Company and PGEN entered into the License Agreement to replace all existing agreements between the companies, which provides the Company with certain exclusive and non-exclusive |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 13. Derivative Financial Instruments The Company determined that certain embedded features related to the Series 1 preferred stock were 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). On October 5, 2018, the Company entered into the License Agreement with PGEN. In partial consideration for the termination of the former agreements, the Company and PGEN agreed that Precigen would forfeit all outstanding shares of the Series 1 preferred stock held by Precigen, including any accrued dividends and related financial instruments. Thus, upon closing of the transaction, these derivative financial instruments were no longer outstanding (Note 7). The change in the derivative liability for the years ended December 31, 2019, 2018 and 2017 consists of the following: Fair Value Balance, December 31, 2016 $ 862 Dividends 267 Change in fair value 1,295 Balance, December 31, 2017 $ 2,424 Dividends 223 Change in fair value (158 ) Settlement of a related party relationship (2,489 ) Balance, December 31, 2018 $ — Dividends — Change in fair value — Balance, December 31, 2019 $ — 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, 2018 Risk-free interest rate 2.50 - 3.13% Expected dividend rate 0 Expected volatility 77.6 - 82.4% Preferred stock conversion limit - percentage of outstanding common stock 19.90% Preferred conversion floor price $1.00 |
Stock Option Plan
Stock Option Plan | 12 Months Ended |
Dec. 31, 2019 | |
Text Block [Abstract] | |
Stock Options And Restricted Stock Awards Text Block [Text Block] | 14. Stock Option Plan The Company adopted the 2012 Equity Incentive Plan, or the “2012 Plan,” in May 2012. Including subsequent increases, the Company ha d As of December 31, 2019 the Company had outstanding options to its employees to purchase up to 4,550,071 shares of the Company’s common stock, to its directors to purchase up to 1,282,808 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 either quarterly or two Proceeds from the option exercises during the years ended December 31, 2019, 2018, and 2017 amounted to $1.2 million, $0.2 million and $0.1 million respectively. The intrinsic value of these options amounted to $1.1 million, $0.1 million and $0.2 million for years ended December 31, 2019, 2018 and 2017, respectively. Transactions under the 2012 Plan for the years ending December 31, 2019, 2018, and 2017 were as follows: (in thousands, except share and per share data) Number of Weighted- Weighted- Aggregate 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 Granted 1,744,950 2.35 Exercised (104,167 ) 2.30 Cancelled (215,833 ) 5.72 Outstanding, December 31, 2018 5,277,085 4.24 Granted 2,880,691 3.40 Exercised (581,105 ) 3.30 Cancelled (1,733,792 ) 4.21 Outstanding, December 31, 2019 5,842,879 $ 3.21 8.07 $ 7,482 Options exercisable, December 31, 2019 2,765,357 $ 4.39 6.70 $ 3,603 Options exercisable, December 31, 2018 3,099,935 $ 5.15 4.93 $ 88 Options available for future grant at December 31, 2019 2,503,508 In September 2017, the Company granted 500,000 inducement opt ion s On July 22, 2019, August 19, 2019, and November 21, 2019, the Company granted 400,000, 65,000, and 65,000 shares of its common stock, with exercise prices of $5.60, $5.18, and $4.59, respectively. The options vest ratably, over four years, commencing with one quarter on the first anniversary of the grant date and then quarterly thereafter. The options have a contractual term of ten years. These options were granted outside of the 2012 P At December 31, 2019, total unrecognized compensation costs related to non-vested Restricted Stock In January 2019, the Company issued 947,108 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 September 2019, the Company issued 15,000 shares of restricted stock to its employees, which vest ratably in annual installments over four years, commencing with one-quarter non-employee one-year non-employee one-year non-employee one-year In January 2019, one of the Company’s executives received 446,428 shares of restricted stock in lieu of their annual cash bonus. The shares were immediately vested. In the year ended December 31, 2019, the Company repurchased 225,339 shares at average prices ranging from $2.24 to 4.72 to cover payroll taxes. In the year ended December 31, 2018, the Company repurchased 514,349 shares at average prices ranging from $1.70 to 4.41 to cover payroll taxes. In the year ended December 31, 2017, the Company repurchased 394,269 shares at average prices ranging from $4.14 to $7.12 to cover payroll taxes. A summary of the status of restricted stock as of December 31, 2019, 2018 and 2017 is as follows: Number of Weighted-Average 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 Granted 150,321 1.87 Vested (1,005,377 ) 6.62 Cancelled (271,433 ) 5.00 Non-vested, 682,070 3.47 Granted 1,519,766 2.44 Vested (1,187,601 ) 2.82 Cancelled (74,599 ) 3.41 Non-vested, 939,636 $ 2.93 As of December 31, 2019, there was $2.7 million of total unrecognized stock-based compensation expense related to non-vested |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2019 | |
Postemployment Benefits [Abstract] | |
Employee Benefit Plan | 15. 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 $404 thousand, $329 thousand, and $90 thousand to this plan during the years ended December 31, 2019, 2018, and 2017, respectively. |
Joint Venture
Joint Venture | 12 Months Ended |
Dec. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Joint Venture | 16. Joint Venture On December 18, 2018, the Company entered into a Framework Agreement with TriArm Therapeutics, Ltd., or TriArm, whereby the parties will launch Eden BioCell, Ltd., or Eden BioCell, to lead clinical development and commercialization of certain Sleeping Beauty-generated CAR-T On January 3, 2019, Eden BioCell was incorporated in Hong Kong as a private company. Eden BioCell, the Company and TriArm entered into a Share Subscription Agreement on January 23, 2019, where the Company and TriArm agreed to contribute certain intellectual property, services and cash (only with respect to TriArm) to Eden BioCell to subscribe for a certain number of newly issued ordinary shares in the share capital of Eden BioCell. On the closing date, upon the issuance and subscription of the shares, in respect of the aforementioned consideration, 10,000,000 ordinary shares were issued to the Company and 10,000,000 ordinary shares were issued to TriArm. The closing of the transaction occurred on July 5, 2019. The Framework Agreement and Share Subscription Agreements were each respectively amended to be effective as of this date. Upon consummation of the joint venture, Eden BioCell and the Company also entered into a license agreement, pursuant to which the Company licensed the rights to Eden BioCell for third-generation Sleeping Beauty CAR-T As of July 5, 2019, as a result of the design and purpose of Eden BioCell, the Company determined that Eden BioCell was considered a variable interest entity, or VIE, and concluded that it is not the primary beneficiary of the VIE as it did not have the power to direct the activities of the VIE that most significantly impact its performance. Rather, the Company accounts for the equity interest in Eden BioCell under the equity method of accounting as it has the ability to exercise significant influence over the operations of Eden BioCell. The Company determined that Eden BioCell was not a customer and therefore, accounted for the transaction as the transfer of nonfinancial assets to be recognized at their fair value on the contribution date. The fair value of the intellectual property contributed to Eden BioCell had a de minimis value due to the early stage of the technology and the likelihood of clinical success. Due to the de minimis fair value of the intellectual property contributed, the Company did not record a gain or loss on this transaction and recognized a value of $0 for the equity-method investment. |
Selected Quarterly Information
Selected Quarterly Information (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Information (Unaudited) | 17. Selected Quarterly Information (Unaudited) (in thousands, except per share amounts) Year Ended December 31, 2019 First Second Third Fourth Revenue $ — $ — $ — $ — Total operating expenses 13,621 14,753 13,448 16,036 Loss from operations (13,621 ) (14,753 ) (13,448 ) (16,036 ) Non-cash — — (60,751 ) — Net income (loss) applicable to common shareholders (13,434 ) (14,620 ) (73,996 ) (15,746 ) Net income (loss) per share, basic $ (0.08 ) $ (0.09 ) $ (0.43 ) $ (0.09 ) Net income (loss) per share, diluted $ (0.08 ) $ (0.09 ) $ (0.43 ) $ (0.09 ) Year Ended December 31, 2018 First Second Third Fourth Revenue $ 146 $ — $ — $ — Total operating expenses 16,342 12,378 12,570 12,762 Loss from operations (16,196 ) (12,378 ) (12,570 ) (12,762 ) Preferred stock dividends (5,120 ) (5,462 ) (6,074 ) (342 ) Settlement of a related party relationship — — — 207,361 Net income (loss) applicable to common shareholders (21,140 ) (17,493 ) (18,659 ) 194,538 Net income (loss) per share, basic $ (0.15 ) $ (0.12 ) $ (0.13 ) $ 1.29 Net income (loss) per share, diluted $ (0.15 ) $ (0.12 ) $ (0.13 ) $ 1.29 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
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 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 | 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 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 | 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. |
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 |
Warrants | 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 | 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 | 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 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, 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 (Loss) Per Share | 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 | 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 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 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 $ — $ — |
Impact of Topic 606 Adoption on Financial Statements | 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 $ — $ — $ — |
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) 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 |
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: 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 |
Schedule of Earnings Per Share, Diluted, by Common Class, Including Two Class Method | 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 ) |
Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash | 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 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Component of Property and Equipment, Net | Property and equipment, net, consists of the following: December 31, (in thousands) 2019 2018 Office and computer equipment $ 1,436 $ 1,249 Software 1,030 1,030 Leasehold improvements 1,892 1,839 Research and development equipment 1,195 1,182 Capital in-process 389 — 5,942 5,300 Less: accumulated depreciation (4,832 ) (4,203 ) Property and equipment, net $ 1,110 $ 1,097 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Component of Accrued Expenses | Accrued expenses consist of the following: December 31, (in thousands) 2019 2018 Clinical services $ 5,247 $ 3,003 Employee compensation 1,910 1,786 Preclinical services 1,147 1,247 Professional services 991 745 Manufacturing services 586 1,164 Accrued vacation 489 363 Payroll taxes and benefits 284 349 Other consulting services 192 106 Total $ 10,846 $ 8,763 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases, Operating [Abstract] | |
Components of Lease Expense | The components of lease expense were as follows: (in thousands) Year Ended Operating lease cost $ 772 Total lease cost $ 772 Weighted-average remaining lease term (years) 4.42 Weighted-average discount rate 8.00 % |
Lessee, Operating Lease, Liability, Maturity | As of December 31, 2019, the maturities of the Company’s operating lease liabilities were as follows (in thousands): Maturity of Lease Liabilities Operating Leases 2020 $ 925 2021 701 2022 213 2023 220 2024 226 Thereafter 514 Total lease payments $ 2,799 Less: Imputed Interest and Adjustments (447 ) Present value of lease payments $ 2,352 |
Future Net Minimum Lease Payments under Operating Leases | For comparative purposes, the Company’s aggregate future minimum non-cancellable 2019 723 2020 736 2021 488 Future minimum lease payments, net $ 1,947 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Significant Component of Deferred Tax Assets | Significant components of the Company’s deferred tax assets at December 31, 2019 and 2018 are as follows: December 31, (in thousands) 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 124,115 $ 106,430 Start-up 30,480 33,977 Research and development credit carryforwards 35,130 33,684 Stock compensation 1,087 990 Capitalized acquisition costs 4,501 5,160 Lease liability 626 — Depreciation 176 132 Other 1,186 920 197,301 181,293 Less valuation allowance (196,696 ) (181,293 ) Total deferred tax assets 605 — Deferred tax liabilities: Right of use asset (605 ) — Total deferred tax liabilities $ (605 ) $ — Net deferred tax e $ — $ — |
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) 2019 2018 2017 Federal income tax at statutory rates 21 % 21 % 34 % State income tax, net of federal tax benefit 3 % 4 % 4 % Non-cash -11 % 0 % 0 % Research and development credits 1 % 2 % 3 % Stock compensation 0 % -1 % -1 % Research and development true-up 0 % 0 % -7 % Officers compensation 0 % -1 % -2 % Other -1 % -2 % -3 % Federal rate change 0 % 3 % -124 % Change in valuation allowance -13 % -26 % 96 % Effective tax rate 0 % 0 % 0 % |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Change in Derivative Liability | The change in the derivative liability for the years ended December 31, 2019, 2018 and 2017 consists of the following: Fair Value Balance, December 31, 2016 $ 862 Dividends 267 Change in fair value 1,295 Balance, December 31, 2017 $ 2,424 Dividends 223 Change in fair value (158 ) Settlement of a related party relationship (2,489 ) Balance, December 31, 2018 $ — Dividends — Change in fair value — Balance, December 31, 2019 $ — |
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, 2018 Risk-free interest rate 2.50 - 3.13% Expected dividend rate 0 Expected volatility 77.6 - 82.4% Preferred stock conversion limit - percentage of outstanding common stock 19.90% Preferred conversion floor price $1.00 |
Stock Option Plans (Tables)
Stock Option Plans (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Text Block [Abstract] | |
Transaction under Stock Option Plan | Transactions under the 2012 Plan for the years ending December 31, 2019, 2018, and 2017 were as follows: (in thousands, except share and per share data) Number of Weighted- Weighted- Aggregate 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 Granted 1,744,950 2.35 Exercised (104,167 ) 2.30 Cancelled (215,833 ) 5.72 Outstanding, December 31, 2018 5,277,085 4.24 Granted 2,880,691 3.40 Exercised (581,105 ) 3.30 Cancelled (1,733,792 ) 4.21 Outstanding, December 31, 2019 5,842,879 $ 3.21 8.07 $ 7,482 Options exercisable, December 31, 2019 2,765,357 $ 4.39 6.70 $ 3,603 Options exercisable, December 31, 2018 3,099,935 $ 5.15 4.93 $ 88 Options available for future grant at December 31, 2019 2,503,508 |
Summary of Non-Vested Restricted Stock | A summary of the status of restricted stock as of December 31, 2019, 2018 and 2017 is as follows: Number of Weighted-Average 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 Granted 150,321 1.87 Vested (1,005,377 ) 6.62 Cancelled (271,433 ) 5.00 Non-vested, 682,070 3.47 Granted 1,519,766 2.44 Vested (1,187,601 ) 2.82 Cancelled (74,599 ) 3.41 Non-vested, 939,636 $ 2.93 |
Selected Quarterly Informatio_2
Selected Quarterly Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Information | Year Ended December 31, 2019 First Second Third Fourth Revenue $ — $ — $ — $ — Total operating expenses 13,621 14,753 13,448 16,036 Loss from operations (13,621 ) (14,753 ) (13,448 ) (16,036 ) Non-cash — — (60,751 ) — Net income (loss) applicable to common shareholders (13,434 ) (14,620 ) (73,996 ) (15,746 ) Net income (loss) per share, basic $ (0.08 ) $ (0.09 ) $ (0.43 ) $ (0.09 ) Net income (loss) per share, diluted $ (0.08 ) $ (0.09 ) $ (0.43 ) $ (0.09 ) Year Ended December 31, 2018 First Second Third Fourth Revenue $ 146 $ — $ — $ — Total operating expenses 16,342 12,378 12,570 12,762 Loss from operations (16,196 ) (12,378 ) (12,570 ) (12,762 ) Preferred stock dividends (5,120 ) (5,462 ) (6,074 ) (342 ) Settlement of a related party relationship — — — 207,361 Net income (loss) applicable to common shareholders (21,140 ) (17,493 ) (18,659 ) 194,538 Net income (loss) per share, basic $ (0.15 ) $ (0.12 ) $ (0.13 ) $ 1.29 Net income (loss) per share, diluted $ (0.15 ) $ (0.12 ) $ (0.13 ) $ 1.29 |
Organization - Additional Infor
Organization - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Feb. 29, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Proceeds from Issuance Initial Public Offering | $ 6,085 | |||
Cash and cash equivalents | $ 79,741 | $ 61,729 | $ 70,946 | |
Subsequent Event [Member] | ||||
Proceeds from Issuance Initial Public Offering | $ 98,000 |
Financings - Additional Informa
Financings - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Feb. 05, 2020 | Sep. 12, 2019 | Nov. 11, 2018 | May 11, 2017 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Apr. 26, 2006 |
Class of Stock [Line Items] | |||||||||
Stock issued during period | 9,708,738 | 2,814,673 | |||||||
Issuance & sale of common stock in public offering price per share | $ 5.15 | ||||||||
Sale of stock price per share | $ 4.893 | ||||||||
Sale of stock consideration received on transaction | $ 47,300 | ||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Gross proceeds received | $ 6,085 | $ 47,101 | $ 47,270 | ||||||
Class of warrant or right, number of securities called by warrants or rights | 18,939,394 | ||||||||
Warrant Exercise Price per share | $ 2.64 | ||||||||
Proceeds from private placement | $ 52,500 | ||||||||
Non-cash inducement warrant expense | $ (60,751) | $ 60,751 | |||||||
Subsequent Event [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock issued during period | 2,814,673 | ||||||||
Gross proceeds received | $ 13,000 | ||||||||
At The Market Offering [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock issued during period | 1,271,274 | ||||||||
Sale of stock consideration received on transaction | $ 6,100 | ||||||||
At The Market Offering [Member] | Subsequent Event [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of stock consideration received on transaction | $ 13,000 | ||||||||
Private Placement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Class of warrant or right, number of securities called by warrants or rights | 17,803,031 | 18,939,394 | |||||||
Warrant Exercise Price per share | $ 3.01 | $ 3.01 | |||||||
Placement agent fees and other expenses | $ 1,100 | ||||||||
Private Placement [Member] | New Warrants [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Class of warrant or right, number of securities called by warrants or rights | 17,803,031 | ||||||||
Warrant Exercise Price per share | $ 7 | ||||||||
Non-cash inducement warrant expense | $ 60,800 | $ 60,800 | |||||||
Securities Purchase Agreement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock issued during period | 18,939,394 | ||||||||
Common stock, par value | $ 0.001 | ||||||||
par value per share | $ 2.64 | ||||||||
Gross proceeds received | $ 47,100 | $ 47,100 | |||||||
Underwriting Agreement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock issued during period | 2,814,673 | ||||||||
Sale of stock consideration received on transaction | $ 13,000 | ||||||||
Underwriting Agreement [Member] | Subsequent Event [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock issued during period | 27,826,086 | ||||||||
Issuance & sale of common stock in public offering price per share | $ 3.25 | ||||||||
Sale of stock consideration received on transaction | $ 85,000 | ||||||||
par value per share | $ 3.055 | ||||||||
Underwriting Agreement [Member] | Maximum [Member] | Subsequent Event [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock issued during period | 4,173,912 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Feb. 05, 2020 | Jan. 08, 2020 | Jan. 02, 2018 | May 11, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2018 |
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Stock based compensation expenses | $ 6,341,000 | $ 7,534,000 | $ 8,454,000 | |||||
Weighted average fair value of stock option granted | $ 2.47 | $ 1.64 | $ 3.94 | |||||
Accumulated deficit | $ (684,125,000) | $ (566,329,000) | $ (712,442,000) | |||||
Transaction Price | $ 57,500,000 | |||||||
Changes in contract liability | (146,000) | (6,389,000) | ||||||
Issuance of Common Stock to Underwriters | 9,708,738 | 2,814,673 | ||||||
Net Proceeds from Underwriting | $ 6,085,000 | 47,101,000 | 47,270,000 | |||||
Number of common Stock Sold | 9,708,738 | 2,814,673 | ||||||
Net Proceeds from Sales | $ 6,085,000 | 47,101,000 | 47,270,000 | |||||
Underwriting Agreement with Jefferies [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Issuance of Common Stock to Underwriters | 27,826,086 | |||||||
Net Proceeds from Underwriting | $ 85,000,000 | |||||||
Number of common Stock Sold | 27,826,086 | |||||||
Net Proceeds from Sales | $ 85,000,000 | |||||||
Underwriting Agreement [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Issuance of Common Stock to Underwriters | 2,814,673 | |||||||
Net Proceeds from Underwriting | $ 13,000,000 | |||||||
Number of common Stock Sold | 2,814,673 | |||||||
Net Proceeds from Sales | $ 13,000,000 | |||||||
Difference between revenue guidance in effect before and after topic 606 | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Accumulated deficit | $ 8,100,000 | |||||||
Research and Development Services Contract Term | 9 years | |||||||
Changes in contract liability | $ 8,100,000 | |||||||
Stock Options | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Stock based compensation expenses | $ 4,000,000 | 3,000,000 | 2,500,000 | |||||
Restricted Stock | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Stock based compensation expenses | 2,300,000 | 4,500,000 | 6,000,000 | |||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Stock based compensation expenses | $ 6,300,000 | 7,500,000 | 8,500,000 | |||||
Minimum [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Property and equipment useful life | 3 years | |||||||
Maximum [Member] | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Property and equipment useful life | 5 years | |||||||
Subsequent Event | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Issuance of Common Stock to Underwriters | 2,814,673 | |||||||
Net Proceeds from Underwriting | $ 13,000,000 | |||||||
Number of common Stock Sold | 2,814,673 | |||||||
Net Proceeds from Sales | $ 13,000,000 | |||||||
Subsequent Event | License Amendment Agreement | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Expected cash payment payable | $ 600,000 | |||||||
Period for paying the estimated cash from the date of amendment | 60 days | |||||||
ASU 2014-09 | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Accumulated deficit | (720,573,000) | |||||||
ASU 2014-09 | Difference between revenue guidance in effect before and after topic 606 | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Accumulated deficit | $ (8,131,000) | |||||||
Changes in contract liability | $ 0 | $ 0 |
Reconciliation of Cash, Cash Eq
Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Cash and Cash Equivalents [Line Items] | ||||
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 | $ 81,441 |
Assets and Liabilities Measured
Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 68,031 | $ 24,437 |
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 | $ 68,031 | $ 24,437 |
Impact of Topic 606 Adoption on
Impact of Topic 606 Adoption on Financial Statements (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jan. 02, 2018 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2018 |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||||
Contract liability, current portion | $ 6,389 | ||||||||||||
Contract liability, net of current portion | 35,139 | ||||||||||||
Accumulated deficit | $ (684,125) | $ (566,329) | $ (684,125) | $ (566,329) | (712,442) | ||||||||
Collaboration revenue | $ 146 | 146 | 6,389 | ||||||||||
Net loss | $ (15,746) | $ (73,996) | $ (14,620) | $ (13,434) | $ 194,538 | $ (18,659) | $ (17,493) | $ (21,140) | (117,796) | (53,117) | (54,323) | ||
Net income (loss) applicable to common shareholders | $ (117,796) | $ 137,246 | $ (73,261) | ||||||||||
Net income (loss) per share—basic | $ (0.09) | $ (0.43) | $ (0.09) | $ (0.08) | $ 1.29 | $ (0.13) | $ (0.12) | $ (0.15) | $ (0.70) | $ 0.96 | $ (0.53) | ||
Net income (loss) per share—diluted | $ (0.09) | $ (0.43) | $ (0.09) | $ (0.08) | $ 1.29 | $ (0.13) | $ (0.12) | $ (0.15) | $ (0.70) | $ 0.96 | $ (0.53) | ||
Net loss | $ (15,746) | $ (73,996) | $ (14,620) | $ (13,434) | $ 194,538 | $ (18,659) | $ (17,493) | $ (21,140) | $ (117,796) | $ (53,117) | $ (54,323) | ||
Changes in contract liability | (146) | (6,389) | |||||||||||
ASU 2014-09 | |||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||||
Contract liability, current portion | 622 | ||||||||||||
Contract liability, net of current portion | 49,037 | ||||||||||||
Accumulated deficit | (720,573) | ||||||||||||
Difference between Revenue Guidance in Effect before and after Topic 606 | |||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||||
Accumulated deficit | $ 8,100 | ||||||||||||
Changes in contract liability | $ 8,100 | ||||||||||||
Difference between Revenue Guidance in Effect before and after Topic 606 | ASU 2014-09 | |||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||||
Contract liability, current portion | (5,767) | ||||||||||||
Contract liability, net of current portion | 13,898 | ||||||||||||
Accumulated deficit | $ (8,131) | ||||||||||||
Collaboration revenue | (4,732) | ||||||||||||
Net loss | (4,732) | ||||||||||||
Net income (loss) applicable to common shareholders | $ (4,732) | ||||||||||||
Net income (loss) per share—basic | $ (0.03) | ||||||||||||
Net income (loss) per share—diluted | $ (0.03) | ||||||||||||
Net loss | $ (4,732) | ||||||||||||
Changes in contract liability | $ 0 | 0 | |||||||||||
Calculated under Revenue Guidance in Effect before Topic 606 | ASU 2014-09 | |||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||||
Collaboration revenue | 4,878 | ||||||||||||
Net loss | (48,385) | ||||||||||||
Net income (loss) applicable to common shareholders | $ 141,978 | ||||||||||||
Net income (loss) per share—basic | $ 0.99 | ||||||||||||
Net income (loss) per share—diluted | $ 0.99 | ||||||||||||
Net loss | $ (48,385) |
Stock-Based Compensation Expens
Stock-Based Compensation Expense Included in Statement of Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 6,341 | $ 7,534 | $ 8,454 |
Net share based employee compensation expense | 6,341 | 7,534 | 8,454 |
Research and Development Expense | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | 1,461 | 1,683 | 2,401 |
General and Administrative Expense | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 4,880 | $ 5,851 | $ 6,053 |
Fair Value of Stock Options Ass
Fair Value of Stock Options Assumptions Using Black-Scholes Option Valuation Model (Detail) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Risk-free interest rate, Minimum | 1.39% | 2.55% | 1.85% |
Risk-free interest rate, Maximum | 2.53% | 3.06% | 2.27% |
Expected life in years | 5 years | 6 years | 6 years |
Expected volatility, Minimum | 71.39% | 80.75% | 80.31% |
Expected volatility, Maximum | 85.00% | 84.71% | 81.03% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Maximum [Member] | |||
Expected life in years | 6 years 3 months | ||
Minimum [Member] | |||
Expected life in years | 5 years 9 months |
Earning Per share Basic and Dil
Earning Per share Basic and Diluted (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share, Basic [Abstract] | |||||||||||
Net loss | $ (15,746) | $ (73,996) | $ (14,620) | $ (13,434) | $ 194,538 | $ (18,659) | $ (17,493) | $ (21,140) | $ (117,796) | $ (53,117) | $ (54,323) |
Preferred stock dividends | $ (342) | $ (6,074) | $ (5,462) | $ (5,120) | (16,998) | (18,938) | |||||
Settlement of a related party relationship | 207,361 | ||||||||||
Net income (loss) applicable to common stockholders | $ (117,796) | $ 137,246 | $ (73,261) | ||||||||
Weighted-average common shares outstanding | 167,952,114 | 143,508,674 | 136,938,264 | ||||||||
Earnings per share, basic | $ (0.09) | $ (0.43) | $ (0.09) | $ (0.08) | $ 1.29 | $ (0.13) | $ (0.12) | $ (0.15) | $ (0.70) | $ 0.96 | $ (0.53) |
Earnings Per Share, Diluted [Abstract] | |||||||||||
Net loss | $ (15,746) | $ (73,996) | $ (14,620) | $ (13,434) | $ 194,538 | $ (18,659) | $ (17,493) | $ (21,140) | $ (117,796) | $ (53,117) | $ (54,323) |
Preferred stock dividends | $ (342) | $ (6,074) | $ (5,462) | $ (5,120) | (16,998) | (18,938) | |||||
Precigen license transaction | 207,361 | ||||||||||
Net income (loss) applicable to common stockholders | $ (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 | ||||||||||
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 | $ (0.09) | $ (0.43) | $ (0.09) | $ (0.08) | $ 1.29 | $ (0.13) | $ (0.12) | $ (0.15) | $ (0.70) | $ 0.96 | $ (0.53) |
Potential Dilutive Shares Exclu
Potential Dilutive Shares Excluded from Computation of Diluted Net Loss Per Share (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 30,085,242 | 24,697,063 | 40,295,218 |
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 22,272,727 | 18,939,394 | |
Stock Options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 6,872,879 | 5,075,723 | 4,352,135 |
Unvested Restricted Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 939,636 | 681,946 | 1,808,559 |
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 |
Component of Property and Equip
Component of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 5,942 | $ 5,300 |
Less: accumulated depreciation | (4,832) | (4,203) |
Property and equipment, net | 1,110 | 1,097 |
Office and computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 1,436 | 1,249 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 1,030 | 1,030 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 1,892 | 1,839 |
Research and development equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 1,195 | $ 1,182 |
Capital in-process | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 389 |
Property and Equipment, net - A
Property and Equipment, net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 629 | $ 575 | $ 369 |
Component of Accrued Expenses (
Component of Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Clinical consulting services | $ 5,247 | $ 3,003 |
Employee compensation | 1,910 | 1,786 |
Preclinical services | 1,147 | 1,247 |
Manufacturing services | 586 | 1,164 |
Professional services | 991 | 745 |
Accrued vacation | 489 | 363 |
Payroll taxes and benefits | 284 | 349 |
Other consulting services | 192 | 106 |
Total | $ 10,846 | $ 8,763 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Jun. 29, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | |||||
Change in fair value of derivative liability | $ 0 | $ 158,000 | $ (1,295,000) | ||
Amounts expensed for services incurred | 57,858,000 | 54,052,000 | 59,882,000 | ||
Research and development expense | 38,331,000 | 34,134,000 | 45,084,000 | ||
MD Anderson License and the Research and Development Agreement Member [Member] | |||||
Related Party Transaction [Line Items] | |||||
Cash resources on hand | 20,300,000 | ||||
Series 1 Preferred Stock | |||||
Related Party Transaction [Line Items] | |||||
Temporary equity, fair value | 18,900,000 | ||||
Change in fair value of derivative liability | 1,300 | ||||
License Agreement | M.D. Anderson Cancer Center | |||||
Related Party Transaction [Line Items] | |||||
Issuance of common stock in licensing agreement (in shares) | 11,722,163 | ||||
Research and development expense | $ 67,300,000 | ||||
Cooperative Research and Development Agreement | M.D. Anderson Cancer Center | |||||
Related Party Transaction [Line Items] | |||||
Research and development service agreement aggregate payments | 41,900,000 | ||||
Intrexon Corporation/Precigen | |||||
Related Party Transaction [Line Items] | |||||
Amounts expensed for services incurred | 3,000,000 | 8,100,000 | $ 21,400,000 | ||
Amount due to related party, current | 100,000 | $ 1,900,000 | |||
Research and development expense | $ 1,000,000 | ||||
Intrexon Corporation/Precigen | Series 1 Preferred Stock | |||||
Related Party Transaction [Line Items] | |||||
Issuance of common stock in licensing agreement (in shares) | 100,000 | 11,415 |
Settlement of a Related Party_2
Settlement of a Related Party Relationship - Additional Information (Detail) - USD ($) $ in Thousands | Oct. 05, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Transaction advisory costs recognized as expense | $ 2,000 | ||||
Related party transaction, amounts of transaction | $ 207,361 | ||||
Research and development expense | $ 38,331 | 34,134 | $ 45,084 | ||
Preferred Stock Redemption Discount | 207,361 | ||||
RelatedParty Liability | $ 1,000 | 100 | $ 1,000 | ||
Gorilla IL-12 Products | |||||
Percentage of development cost shared by other party | 80.00% | ||||
Percentage of operating profit shared by other party | 80.00% | ||||
Precigen | |||||
Annual Licensing fee | 100 | ||||
Intrexon Corporation/Precigen | |||||
Annual Licensing fee | $ 100,000 | ||||
Reimbursement of historical costs | 1,000 | ||||
Preferred stock, contract liability, derivative liability | 163,300 | ||||
Increase in accumulated deficit | 49,500 | ||||
Related party transaction, amounts of transaction | 212,800 | ||||
Research and development expense | $ 1,000 | ||||
Additional milestone payment for exclusively licensed program to be paid | 52,500 | ||||
Maximum Royalty payable | $ 100,000 | ||||
Percentage of sublicensing income | 20.00% | ||||
Royalty payment to be received | $ 50,000 | ||||
Intrexon Corporation/Precigen | Gorilla IL-12 Products | |||||
Percentage of development cost shared by other party | 20.00% | ||||
Percentage of operating profit shared by other party | 20.00% | ||||
Third Party Vendor | |||||
Transaction advisory costs recognized as expense | $ 7,400 | ||||
Series 1 Preferred Stock [Member] | |||||
Transaction advisory costs recognized as expense | 5,400 | ||||
Series 1 Preferred Stock [Member] | Intrexon Corporation/Precigen | |||||
Consideration transferred | 207,300 | ||||
Preferred Stock Redemption Discount | $ 5,400 |
Lease expense (Detail)
Lease expense (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Operating lease cost | $ 772 |
Total lease cost | $ 772 |
Weighted-average remaining lease term (years) | 4 years 5 months 1 day |
Weighted-average discount rate | 8.00% |
Operating lease liabilities (De
Operating lease liabilities (Detail) $ in Thousands | Dec. 31, 2019USD ($) |
2020 | $ 925 |
2021 | 701 |
2022 | 213 |
2023 | 220 |
2024 | 226 |
Thereafter | 514 |
Total lease payments | 2,799 |
Less: Imputed Interest and Adjustments | (447) |
Present value of lease payments | $ 2,352 |
Future minimum current and non-
Future minimum current and non-current lease liabilities (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
2019 | $ 723 |
2020 | 736 |
2021 | 488 |
Future minimum lease payments, net | $ 1,947 |
Leases - Additional Information
Leases - Additional Information (Details) | Oct. 15, 2019USD ($)ft² | Mar. 12, 2019USD ($)ft² | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jan. 01, 2019USD ($) | Jan. 30, 2018USD ($)ft² |
Land Subject to Ground Leases | ft² | 1,038 | ||||||
Lessee Operating Lease Monthly Average Rental Payment | $ 2,000 | ||||||
Operating Lease, Payments | $ 700,000 | ||||||
Total rent expense | $ 700,000 | $ 700,000 | |||||
Operating Lease, Right-of-Use Asset | 2,272,000 | ||||||
Operating Lease, Liability | 2,352,000 | ||||||
Recognisition in exchange of Operating Lease Liabilities | 1,200,000 | ||||||
Boston, MA | |||||||
Security Deposit | $ 100,000 | $ 100,000 | |||||
Sublease term amendment | Aug. 31, 2021 | ||||||
Operating lease expiration month and year | 2016-08 | ||||||
Houston, TX | |||||||
Land Subject to Ground Leases | ft² | 8,443 | ||||||
Operating Lease Area | ft² | 210 | ||||||
Operating Leases Future Minimum Monthly Payment Due Through Year 2021 | $ 17,000 | $ 1,000 | |||||
Annual Base Rent | 3.00% | ||||||
Adjustments for New Accounting Pronouncement [Member] | |||||||
Operating Lease, Right-of-Use Asset | $ 1,600,000 | ||||||
Operating Lease, Liability | $ 1,600,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | May 28, 2019 | May 11, 2017 | Jan. 13, 2015 | Jul. 31, 2015 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2021 | Nov. 28, 2020 | Oct. 22, 2019 | Feb. 19, 2019 | Nov. 11, 2018 | Oct. 05, 2018 | May 31, 2016 | Dec. 31, 2014 | Aug. 24, 2004 |
Accrued Payments | ||||||||||||||||
Research and development expense | $ 38,331,000 | $ 34,134,000 | $ 45,084,000 | |||||||||||||
Cash balance | 79,741,000 | 61,729,000 | $ 70,946,000 | |||||||||||||
Agreement commencement date | 2015-05 | |||||||||||||||
Number of Warrants | 18,939,394 | |||||||||||||||
MD Anderson License and the Research and Development Agreement Member [Member] | ||||||||||||||||
Accrued Payments | ||||||||||||||||
Research and development service agreement aggregate quarterly payments | 0 | 2,700,000 | ||||||||||||||
Reimbursement of historical costs | $ 20,000,000 | |||||||||||||||
Accrued Payments | 3,000,000 | |||||||||||||||
Number of Warrants | 3,333,333 | |||||||||||||||
Aggregate potential benchmark payments | $ 36,500,000 | |||||||||||||||
CRADA Agreement [Member] | ||||||||||||||||
Accrued Payments | ||||||||||||||||
Obligations due under contract | $ 5,000,000 | |||||||||||||||
Quarterly payments under contract | $ 2,500,000 | |||||||||||||||
License Agreement with the National Cancer Institute [Member] | ||||||||||||||||
Accrued Payments | ||||||||||||||||
Expected cash payment payable per installments | $ 500,000 | |||||||||||||||
The University of Texas MD Anderson Cancer Center and The Texas A & M University System | ||||||||||||||||
Accrued Payments | ||||||||||||||||
Milestone maximum payment | $ 4,500,000 | |||||||||||||||
Options to purchase common stock | 50,222 | |||||||||||||||
Shares vested | 37,666 | |||||||||||||||
The University of Texas MD Anderson Cancer Center and The Texas A & M University System | Research and Development Expense | ||||||||||||||||
Accrued Payments | ||||||||||||||||
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 | ||||||||||||||||
Accrued Payments | ||||||||||||||||
Shares vested | 12,556 | |||||||||||||||
Solasia | ||||||||||||||||
Accrued Payments | ||||||||||||||||
Upfront payment received | $ 5,000,000 | |||||||||||||||
Milestone payment received | $ 1,000,000 | |||||||||||||||
Milestone Payments Payable | $ 1,000,000 | |||||||||||||||
ARES Trading License | ||||||||||||||||
Accrued Payments | ||||||||||||||||
Research and development expense | $ 100,000 | $ 1,600,000 | ||||||||||||||
License Agreement with the National Cancer Institute [Member] | ||||||||||||||||
Accrued Payments | ||||||||||||||||
Reimbursement of historical costs | 46,000 | |||||||||||||||
Expected Cash Payment Payable | 1,500,000 | 500,000 | ||||||||||||||
Minimum Royalties Amount Payable | $ 300,000 | |||||||||||||||
Description Of First Annual Royalty Payable | The first minimum annual royalty payment is payable on the date that is eighteen months following the date of the Patent License. | |||||||||||||||
Description Of First Benchmark Payable | The first benchmark payment of $0.1 million will be due upon the initiation of the Company’s first sponsored phase 1 clinical trial of a licensed product or licensed process in the field of use licensed under the Patent License. | |||||||||||||||
Description Of option To terminate Agreement | The NCI may terminate or modify the Patent License in the event of a material breach, including if the Company does not meet certain milestones by certain dates, or upon certain insolvency events that remain uncured following the date that is 90 days following written notice of such breach or insolvency event. | |||||||||||||||
Agreement termination, notice period | 60 days | |||||||||||||||
payments under the Patent License | $ 600,000 | 1,000,000 | ||||||||||||||
License Agreement with the National Cancer Institute [Member] | Performance Based Payments Member [Member] | ||||||||||||||||
Accrued Payments | ||||||||||||||||
Aggregate Benchmark Payments Payable | 4,300,000 | |||||||||||||||
License Agreement with the National Cancer Institute [Member] | One Time Benchmark Payments [Member] | ||||||||||||||||
Accrued Payments | ||||||||||||||||
Potential Benchmark Payments Payable | 12,000,000 | |||||||||||||||
License Agreement with the National Cancer Institute [Member] | Scenario, Forecast [Member] | ||||||||||||||||
Accrued Payments | ||||||||||||||||
Expected Cash Payment Payable | $ 1,500,000 | |||||||||||||||
Minimum Royalties Amount Payable | $ 100,000 | |||||||||||||||
License Agreement with the National Cancer Institute [Member] | Post Marketing Approval [Member] | Performance Based Payments Member [Member] | ||||||||||||||||
Accrued Payments | ||||||||||||||||
Aggregate Benchmark Payments Payable | 3,000,000 | |||||||||||||||
License Agreement with the National Cancer Institute [Member] | licensed products [Member] | One Time Benchmark Payments [Member] | ||||||||||||||||
Accrued Payments | ||||||||||||||||
Maximum Sales Revenue On Which Benchmark Payments Payable | $ 1,000,000,000 | |||||||||||||||
Prepaid Expenses and Other Current Assets | ||||||||||||||||
Accrued Payments | ||||||||||||||||
Prepaid Patent | 300,000 | |||||||||||||||
Prepaid Expenses and Other Current Assets | MD Anderson License | ||||||||||||||||
Accrued Payments | ||||||||||||||||
Cash balance | 20,300,000 | |||||||||||||||
Intrexon Corporation | ||||||||||||||||
Accrued Payments | ||||||||||||||||
Licensing fee | $ 115,000,000 | |||||||||||||||
Research and development expense | $ 1,000,000 | |||||||||||||||
Upfront payment received | $ 57,500,000 | |||||||||||||||
Percentage of upfront fee Payable | 50.00% | |||||||||||||||
Reimbursement of historical costs | $ 1,000,000 | |||||||||||||||
Minimum [Member] | MD Anderson License and the Research and Development Agreement Member [Member] | ||||||||||||||||
Accrued Payments | ||||||||||||||||
Research and development expense | $ 15,000,000 | |||||||||||||||
Maximum [Member] | MD Anderson License and the Research and Development Agreement Member [Member] | ||||||||||||||||
Accrued Payments | ||||||||||||||||
Research and development expense | $ 20,000,000 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Sep. 12, 2019 | Nov. 11, 2018 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Number of securities into which the class of warrant converted | 18,939,394 | |||||
Warrant Exercise Per share | $ 2.64 | |||||
Fair Value Assumptions Expected volatility Rate Maximum | 85.00% | 84.71% | 81.03% | |||
Fair Value Assumptions Risk Free Interest Rate Maximum | 2.53% | 3.06% | 2.27% | |||
Fair Value Assumptions Expected Term1 | 5 years | 6 years | 6 years | |||
Net Proceeds from Underwriting | $ 6,085 | $ 47,101 | $ 47,270 | |||
Proceeds from private placement | $ 52,500 | |||||
Non-cash inducement warrant expense | $ (60,751) | $ 60,751 | ||||
MD Anderson Warrant [Member] | ||||||
Number of securities into which the class of warrant converted | 3,333,333 | |||||
Warrant Exercise Per share | $ 0.001 | |||||
Grant Date Fair Value of a warrant | $ 14,500 | |||||
Warrant Expiry date | Dec. 31, 2026 | |||||
Securities Purchase Agreement [Member] | ||||||
Net Proceeds from Underwriting | $ 47,100 | $ 47,100 | ||||
Private Placement [Member] | ||||||
Number of securities into which the class of warrant converted | 17,803,031 | 18,939,394 | ||||
Warrant Exercise Per share | $ 3.01 | $ 3.01 | ||||
Grant Date Fair Value of a warrant | $ 18,400 | |||||
Fair Value Assumptions Expected volatility Rate Maximum | 71.00% | |||||
Fair Value Assumptions Risk Free Interest Rate Maximum | 2.99% | |||||
Placement agent fees and other expenses | $ 1,100 | |||||
Private Placement [Member] | New Warrants [Member] | ||||||
Number of securities into which the class of warrant converted | 17,803,031 | |||||
Warrant Exercise Per share | $ 7 | |||||
Non-cash inducement warrant expense | $ 60,800 | $ 60,800 |
Significant Component of Deferr
Significant Component of Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Net operating loss carryforwards | $ 124,115 | $ 106,430 |
Deferred tax assets: | ||
Start-up and organizational costs | 30,480 | 33,977 |
Research and development credit carryforwards | 35,130 | 33,684 |
Stock compensation | 1,087 | 990 |
Capitalized acquisition costs | 4,501 | 5,160 |
Lease liability | 626 | |
Depreciation | 176 | 132 |
Other | 1,186 | 920 |
Deferred Tax Assets Gross | 197,301 | 181,293 |
Less valuation allowance | (196,696) | (181,293) |
Total deferred tax assets | 605 | 0 |
Deferred tax liabilities: | ||
Right of use asset | (605) | 0 |
Total deferred tax liabilities | (605) | 0 |
Net deferred taxes | $ 0 | $ 0 |
Reconciliation of Income Tax Ex
Reconciliation of Income Tax Expense (Benefit) (Detail) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Federal income tax at statutory rates | 21.00% | 21.00% | 34.00% |
State income tax, net of federal tax benefit | 3.00% | 4.00% | 4.00% |
Non-cash inducement warrant expense | (11.00%) | 0.00% | 0.00% |
Research and development credits | 1.00% | 2.00% | 3.00% |
Stock compensation | 0.00% | (1.00%) | (1.00%) |
Research and development true-up | 0.00% | 0.00% | (7.00%) |
Officers compensation | 0.00% | (1.00%) | (2.00%) |
Other | (1.00%) | (2.00%) | (3.00%) |
Federal rate change | 0.00% | 3.00% | (124.00%) |
Change in valuation allowance | (13.00%) | (26.00%) | 96.00% |
Effective tax rate | 0.00% | 0.00% | 0.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | Jan. 02, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2013 | Dec. 31, 2016 |
Income Taxes [Line Items] | ||||||
Net operating loss carryforwards | $ 124,115 | $ 106,430 | ||||
Deferred tax assets operating loss carryforwards without expire date | 128,000 | |||||
Research and development credit carryforwards | $ 35,130 | 33,684 | ||||
Net operating loss carryforwards, expiration date | 2039 | |||||
Accumulated excess tax benefit recognised as deferred tax asset | $ 605 | 0 | ||||
Uncertain Tax Positions Adjustment | 0 | $ 0 | $ 0 | |||
Increase (decrease) in deferred tax assets | $ 15,400 | |||||
Effective income tax rate | 21.00% | 21.00% | 34.00% | |||
Increase (decrease) in deferred revenue | $ (146) | $ (6,389) | ||||
Revenues | 15,900 | |||||
Deferred revenue | $ 41,500 | |||||
Difference between revenue guidance in effect before and after topic 606 | ||||||
Income Taxes [Line Items] | ||||||
Increase (decrease) in deferred revenue | $ 8,100 | |||||
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 | 21.00% | 35.00% | ||||
Change in tax rate in income tax expense benefit | $ 67,000 | |||||
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 | $ 470,000 | |||||
Net operating loss carryforwards, expiration date | 2039 | |||||
Federal and State | ||||||
Income Taxes [Line Items] | ||||||
Deferred tax assets operating loss carryforwards with expire date | $ 342,000 | |||||
State and Local Jurisdiction | ||||||
Income Taxes [Line Items] | ||||||
Net operating loss carryforwards | $ 404,000 |
Preferred Stock and Stockhold_2
Preferred Stock and Stockholders' Equity (Deficit) - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Feb. 05, 2020 | Nov. 11, 2018 | May 11, 2017 | Jun. 29, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | 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 | |||||
Initial Public Offering of Common Stock | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares authorized | 30,000,000 | 30,000,000 | 30,000,000 | |||||
Issuance of Common Stock to Underwriters | 9,708,738 | 2,814,673 | ||||||
Net Proceeds from Underwriting | $ 6,085 | $ 47,101 | $ 47,270 | |||||
Sale of stock consideration received on transaction | $ 47,300 | |||||||
Issuance & sale of common stock in public offering price per share | $ 5.15 | |||||||
Number of securities into which the class of warrant converted | 18,939,394 | |||||||
Warrant Exercise Price per share | $ 2.64 | |||||||
Warrant exercise, net of commissions and expenses | $ 47,100 | $ 52,499 | ||||||
Subsequent Event | ||||||||
Equity [Line Items] | ||||||||
Issuance of Common Stock to Underwriters | 2,814,673 | |||||||
Net Proceeds from Underwriting | $ 13,000 | |||||||
At The Market Offering [Member] | ||||||||
Equity [Line Items] | ||||||||
Issuance of Common Stock to Underwriters | 1,271,274 | |||||||
Sale of stock consideration received on transaction | $ 6,100 | |||||||
At The Market Offering [Member] | Subsequent Event | ||||||||
Equity [Line Items] | ||||||||
Sale of stock consideration received on transaction | $ 13,000 | |||||||
Series 1 Preferred Stock | ||||||||
Equity [Line Items] | ||||||||
Preferred stock, stated value | $ 1,200 | $ 1,200 | ||||||
Intrexon Corporation/Precigen | Series 1 Preferred Stock | ||||||||
Equity [Line Items] | ||||||||
Issuance of common stock in licensing agreement (in shares) | 100,000 | 11,415 | ||||||
Preferred stock, stated value | $ 1,200 | |||||||
Underwriting Agreement with Jefferies [Member] | Subsequent Event | ||||||||
Equity [Line Items] | ||||||||
Initial Public Offering of Common Stock | $ 3.25 | |||||||
Issuance of Common Stock to Underwriters | 27,826,086 | |||||||
Underwriters Purchase Price | $ 3.055 | |||||||
Number of Days Option Exerciable | 30 days | |||||||
Net Proceeds from Underwriting | $ 85,000 | |||||||
Underwriting Agreement with Jefferies [Member] | Maximum [Member] | Subsequent Event | ||||||||
Equity [Line Items] | ||||||||
Issuance of Common Stock to Underwriters | 4,173,912 | |||||||
Underwriting Agreement [Member] | ||||||||
Equity [Line Items] | ||||||||
Issuance of Common Stock to Underwriters | 2,814,673 | |||||||
Sale of stock consideration received on transaction | $ 13,000 | |||||||
Underwriting Agreement [Member] | Subsequent Event | ||||||||
Equity [Line Items] | ||||||||
Issuance of Common Stock to Underwriters | 27,826,086 | |||||||
Underwriters Purchase Price | $ 3.055 | |||||||
Sale of stock consideration received on transaction | $ 85,000 | |||||||
Issuance & sale of common stock in public offering price per share | $ 3.25 | |||||||
Underwriting Agreement [Member] | Maximum [Member] | Subsequent Event | ||||||||
Equity [Line Items] | ||||||||
Issuance of Common Stock to Underwriters | 4,173,912 |
Change in Derivative Liability
Change in Derivative Liability (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Beginning Balance | $ 0 | $ 2,424 | $ 862 |
Dividends | 0 | 223 | 267 |
Change in fair value | 0 | (158) | 1,295 |
Settlement of a related party relationship | (2,489) | ||
Ending Balance | $ 0 | $ 0 | $ 2,424 |
Fair Value Assumptions Used in
Fair Value Assumptions Used in Probability Weighted Approach and Monte Carlo Simulation Model for Derivatives (Detail) - Series 1 Preferred Stock | 12 Months Ended |
Dec. 31, 2018$ / shares | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Preferred stock conversion limit - percentage of outstanding common stock | 19.90% |
Preferred conversion floor price | $ 1 |
Measurement Input, Expected Dividend Rate [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Fair Value Assumptions of Preferred Stock | 0.00% |
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Fair Value Assumptions of Preferred Stock | 2.50% |
Minimum [Member] | Measurement Input, Price Volatility [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Fair Value Assumptions of Preferred Stock | 77.60% |
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Fair Value Assumptions of Preferred Stock | 3.13% |
Maximum [Member] | Measurement Input, Price Volatility [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Fair Value Assumptions of Preferred Stock | 82.40% |
Stock Option Activity Under Sto
Stock Option Activity Under Stock Option Plan (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Shares | |||
Beginning Balance | 5,277,085 | 3,852,135 | 3,465,335 |
Granted | 2,880,691 | 1,744,950 | 688,800 |
Exercised | (581,105) | (104,167) | (180,000) |
Cancelled | (1,733,792) | (215,833) | (122,000) |
Ending Balance | 5,842,879 | 5,277,085 | 3,852,135 |
Options exercisable, at end of period | 2,765,357 | 3,099,935 | |
Options available for future grant | 2,503,508 | ||
Weighted Average Exercise Price | |||
Beginning Balance | $ 4.24 | $ 5.12 | $ 5.07 |
Granted | 3.40 | 2.35 | 5.27 |
Exercised | 3.30 | 2.30 | 3.67 |
Cancelled | 4.21 | 5.72 | 6.64 |
Ending Balance | 3.21 | 4.24 | $ 5.12 |
Options exercisable, at end of period | $ 4.39 | $ 5.15 | |
Weighted Average Contractual Term (Years) | |||
Outstanding, at end of period | 8 years 25 days | ||
Options exercisable, at end of period | 6 years 8 months 12 days | 4 years 11 months 4 days | |
Aggregate Intrinsic Value | |||
Outstanding, at end of period | $ 7,482 | ||
Options exercisable, at end of period | $ 3,603 | $ 88 |
Summary of Non-Vested Restricte
Summary of Non-Vested Restricted Stock (Detail) - Unvested Restricted Common Stock - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Shares | |||
Beginning Balance | 682,070 | 1,808,559 | 1,680,492 |
Granted | 1,519,766 | 150,321 | 907,032 |
Vested | (1,187,601) | (1,005,377) | (778,965) |
Cancelled | (74,599) | (271,433) | |
Ending Balance | 939,636 | 682,070 | 1,808,559 |
Weighted Average Grant Date Fair Value | |||
Beginning Balance | $ 3.47 | $ 5.74 | $ 7.49 |
Granted | 2.44 | 1.87 | 4.14 |
Vested | 2.82 | 6.62 | 7.66 |
Cancelled | 3.41 | 5 | |
Ending Balance | $ 2.93 | $ 3.47 | $ 5.74 |
Stock Option Plan - Additional
Stock Option Plan - Additional information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Nov. 21, 2019 | Aug. 19, 2019 | Jul. 22, 2019 | Sep. 30, 2019 | Jan. 31, 2019 | Sep. 30, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common stock reserved for future issuance | 5,842,879 | |||||||||
Outstanding options issued | 5,842,879 | 5,277,085 | 3,852,135 | 3,465,335 | ||||||
Proceeds from stock options exercised | $ 1,219 | $ 240 | $ 88 | |||||||
Total intrinsic value of options | $ 1,100 | $ 100 | $ 200 | |||||||
Stock options, granted | 2,880,691 | 1,744,950 | 688,800 | |||||||
Stock options granted exercise price | $ 3.40 | $ 2.35 | $ 5.27 | |||||||
Options available for future grant | 2,503,508 | |||||||||
Restricted Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Repurchase of shares of restricted common stock | 225,339 | 514,349 | 394,269 | |||||||
restricted stock in lieu | 446,428 | |||||||||
Restricted Stock | Maximum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Repurchase of shares of restricted common stock, price per share | $ 4.72 | $ 4.41 | $ 7.12 | |||||||
Restricted Stock | Minimum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Repurchase of shares of restricted common stock, price per share | $ 2.24 | $ 1.70 | $ 4.14 | |||||||
Restricted Stock | Employees | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based payment award granted | 947,108 | 30,000 | 838,000 | |||||||
Restricted Stock | Non Employee Directors | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based payment award granted | 15,000 | 111,230 | 120,321 | 69,032 | ||||||
Unvested Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation costs related to non-vested restricted stock outstanding | $ 9,000 | |||||||||
Expected recognition period | 1 year 9 months 10 days | |||||||||
Unvested Restricted Common Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Expected recognition period | 1 year 3 months 14 days | |||||||||
Share-based payment award granted | 1,519,766 | 150,321 | 907,032 | |||||||
Unrecognized stock-based compensation expense related to non-vested restricted stock arrangements | $ 2,700 | |||||||||
the "2012 Plan" | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common stock reserved for future issuance | 14,000,000 | |||||||||
the "2012 Plan" | Employees | Maximum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Outstanding options issued | 4,550,071 | |||||||||
the "2012 Plan" | Director | Maximum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Outstanding options issued | 1,282,808 | |||||||||
the "2012 Plan" | Consultants | Maximum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Outstanding options issued | 10,000 | |||||||||
Outside 2012 Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common stock reserved for future issuance | 1,030,000 | |||||||||
Outstanding options issued | 1,030,000 | |||||||||
Stock options, granted | 65,000 | 65,000 | 400,000 | 500,000 | ||||||
Stock options granted exercise price | $ 4.59 | $ 5.18 | $ 5.60 | $ 6.16 | ||||||
Share Based compensation arrangement by share based payment award options grants grant date fair value | $ 193 | $ 231 | $ 1,500 | $ 2,200 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |||
Defined benefit plan contributions by employer | $ 404 | $ 329 | $ 90 |
Joint Venture - Additional Inf
Joint Venture - Additional Information (Detail) - USD ($) $ in Millions | Jul. 05, 2019 | Dec. 31, 2019 | Jan. 03, 2019 | Dec. 31, 2018 |
Subsidiary or Equity Method Investee [Line Items] | ||||
Common stock, shares issued | 181,803,320 | 161,066,136 | ||
Eden Bio Cell [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Equity method investments | $ 0 | |||
Ziopharm [Member] | Eden Bio Cell [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Equity interest in affilated entity | 50.00% | |||
Tri Arm [Member] | Eden Bio Cell [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Equity interest in affilated entity | 50.00% | |||
Tri Arm [Member] | License Agreement Terms [Member] | Eden Bio Cell [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Milestone payment made | $ 10 | |||
Conditional milestone amount payable | $ 25 | |||
Share Subscription Agreement [Member] | Ziopharm [Member] | Eden Bio Cell [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Common stock, shares issued | 10,000,000 | |||
Share Subscription Agreement [Member] | Tri Arm [Member] | Eden Bio Cell [Member] | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Common stock, shares issued | 10,000,000 |
Selected Quarterly Informatio_3
Selected Quarterly Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 146 | $ 146 | $ 6,389 | ||||||||
Total operating expenses | $ 16,036 | $ 13,448 | $ 14,753 | $ 13,621 | $ 12,762 | $ 12,570 | $ 12,378 | 16,342 | |||
Loss from operations | (16,036) | (13,448) | (14,753) | (13,621) | (12,762) | (12,570) | (12,378) | (16,196) | $ (57,858) | (53,906) | (53,493) |
Non-cash inducement warrant expense | (60,751) | 60,751 | |||||||||
Preferred stock dividends | (342) | (6,074) | (5,462) | (5,120) | (16,998) | (18,938) | |||||
Settlement of a related party relationship | 207,361 | ||||||||||
Net income (loss) applicable to common shareholders | $ (15,746) | $ (73,996) | $ (14,620) | $ (13,434) | $ 194,538 | $ (18,659) | $ (17,493) | $ (21,140) | $ (117,796) | $ (53,117) | $ (54,323) |
Net income (loss) per share, basic | $ (0.09) | $ (0.43) | $ (0.09) | $ (0.08) | $ 1.29 | $ (0.13) | $ (0.12) | $ (0.15) | $ (0.70) | $ 0.96 | $ (0.53) |
Net income (loss) per share, diluted | $ (0.09) | $ (0.43) | $ (0.09) | $ (0.08) | $ 1.29 | $ (0.13) | $ (0.12) | $ (0.15) | $ (0.70) | $ 0.96 | $ (0.53) |