Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 28, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | CBIO | ||
Entity Registrant Name | CATALYST BIOSCIENCES, INC. | ||
Entity Central Index Key | 1,124,105 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 1,000,036 | ||
Entity Public Float | $ 12,081,112 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 10,264 | $ 29,096 |
Short-term investments | 6,800 | 3,402 |
Restricted cash | 19,468 | 33,794 |
Deposits | 133 | |
Accounts receivable | 31 | 492 |
Prepaid and other current assets | 958 | 1,781 |
Total current assets | 37,521 | 68,698 |
Restricted cash, noncurrent | 125 | 125 |
Property and equipment, net | 444 | 698 |
Total assets | 38,090 | 69,521 |
Current liabilities: | ||
Accounts payable | 837 | 939 |
Accrued compensation | 596 | 926 |
Other accrued liabilities | 805 | 535 |
Deferred revenue, current portion | 283 | 438 |
Deferred rent, current portion | 41 | 19 |
Redeemable convertible notes | 19,403 | 33,743 |
Derivative liability | 1,156 | |
Total current liabilities | 21,965 | 37,756 |
Deferred revenue, noncurrent portion | 47 | 292 |
Deferred rent, noncurrent portion | 7 | 48 |
Total liabilities | 22,019 | 38,096 |
Stockholders’ equity: | ||
Preferred stock, $0.001 par value, 5,000,000 shares and no shares authorized and outstanding at both December 31, 2016 and December 31, 2015 | ||
Common stock, $0.001 par value, 100,000,000 shares authorized; 801,756 and 762,005 shares issued and outstanding at December 31, 2016 and December 31, 2015 | 1 | 1 |
Additional paid-in capital | 164,053 | 162,460 |
Accumulated other comprehensive income (loss) | (1) | 1 |
Accumulated deficit | (147,982) | (131,037) |
Total stockholders’ equity | 16,071 | 31,425 |
Total liabilities and stockholders’ equity | $ 38,090 | $ 69,521 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 801,756 | 762,005 |
Common stock, shares outstanding | 801,756 | 762,005 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Contract revenue | $ 399 | $ 1,750 |
Operating expenses: | ||
Research and development | 11,555 | 5,958 |
General and administrative | 9,262 | 9,594 |
Total operating expenses | 20,817 | 15,552 |
Loss from operations | (20,418) | (13,802) |
Interest and other income, net | 3,473 | 518 |
Interest expense | (1,478) | |
Net loss | $ (16,945) | $ (14,762) |
Net loss per common share, basic and diluted | $ (21.75) | $ (49.99) |
Shares used to compute net loss per common share, basic and diluted | 779,166 | 295,272 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (16,945) | $ (14,762) |
Other comprehensive income (loss): | ||
Unrealized (loss) gain on available-for-sale securities | (2) | 1 |
Total comprehensive loss | $ (16,947) | $ (14,761) |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Redeemable Convertible Preferred Stock | Convertible Preferred Stock | Convertible Preferred StockSeries F Convertible Preferred Stock | Common Stock | Common StockRedeemable Convertible Preferred Stock | Additional Paid-In Capital | Additional Paid-In CapitalRedeemable Convertible Preferred Stock | Accumulated Other Comprehensive Income | Accumulated Deficit |
Balance (in shares) at Dec. 31, 2014 | 87,405,011 | |||||||||
Balance at Dec. 31, 2014 | $ 108,877 | |||||||||
Balance at Dec. 31, 2014 | $ (109,352) | $ 6,923 | $ (116,275) | |||||||
Balance (in shares) at Dec. 31, 2014 | 24,729 | |||||||||
Stock based compensation expense associated with vesting of stock awards | 326 | 326 | ||||||||
Stock options exercised for cash, value | $ 13 | 13 | ||||||||
Stock options exercised for cash, shares | 254 | 254 | ||||||||
Conversion of convertible securities, value | $ 117,647 | $ 241 | $ (117,647) | $ 1,511 | $ 1 | 117,646 | $ 241 | |||
Conversion of convertible securities, shares | (94,705,256) | 1,511,723 | 409,877 | 1,720 | ||||||
Issuance of stock, value | $ 7,259 | |||||||||
Issuance of stock, shares | 5,788,522 | |||||||||
Conversion of preferred stock warrants to common stock warrants in connection with merger | 774 | 774 | ||||||||
Issuance of common stock in connection with reverse merger, value | 36,537 | 36,537 | ||||||||
Issuance of common stock in connection with reverse merger, shares | 325,425 | |||||||||
Unrealized (loss) gain on available-for-sale securities | 1 | $ 1 | ||||||||
Net loss | (14,762) | (14,762) | ||||||||
Balance at Dec. 31, 2015 | 31,425 | $ 1 | 162,460 | 1 | (131,037) | |||||
Balance (in shares) at Dec. 31, 2015 | 762,005 | |||||||||
Stock based compensation expense associated with vesting of stock awards | 635 | 635 | ||||||||
Conversion of convertible securities, value | $ 1 | $ 1 | ||||||||
Conversion of convertible securities, shares | 8 | |||||||||
Issuance of stock, value | 957 | 957 | ||||||||
Issuance of stock, shares | 39,743 | |||||||||
Unrealized (loss) gain on available-for-sale securities | (2) | (2) | ||||||||
Net loss | (16,945) | (16,945) | ||||||||
Balance at Dec. 31, 2016 | $ 16,071 | $ 1 | $ 164,053 | $ (1) | $ (147,982) | |||||
Balance (in shares) at Dec. 31, 2016 | 801,756 |
Consolidated Statements of Con7
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Series F Convertible Preferred Stock | |
Net of issuance costs | $ 96 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Activities | ||
Net loss | $ (16,945,000) | $ (14,762,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 635,000 | 326,000 |
Depreciation and amortization | 389,000 | 470,000 |
Non-cash interest expense | 1,478,000 | |
(Gain) loss on disposal of fixed assets | (557,000) | 15,000 |
Gain on sale of NNR assets | (1,674,000) | |
Gain on extinguishment of redeemable convertible notes | (99,000) | (52,000) |
Change in fair value of warrant liability | (91,000) | |
Change in fair value of derivative liability | (1,057,000) | (242,000) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 461,000 | (79,000) |
Prepaid and other current assets | 956,000 | (1,350,000) |
Accounts payable | (102,000) | (4,273,000) |
Accrued compensation and other accrued liabilities | (60,000) | 1,150,000 |
Deferred rent | (19,000) | 41,000 |
Deferred revenue | (400,000) | (1,749,000) |
Net cash flows used in operating activities | (18,472,000) | (19,118,000) |
Investing Activities | ||
Proceeds from the reverse merger | 23,931,000 | |
Proceeds from maturities of investments | 10,002,000 | 13,823,000 |
Purchase of investments | (13,401,000) | |
Proceeds from sale of NNR assets | 1,674,000 | |
Change in restricted cash | (5,000) | (125,000) |
Proceeds from sale of property and equipment | 890,000 | 0 |
Purchases of property and equipment | (468,000) | (272,000) |
Net cash flows (used in) provided by investing activities | (1,308,000) | 37,357,000 |
Financing Activities | ||
Release of restricted cash due to conversion and redemption of redeemable convertible notes | 14,330,000 | 3,255,000 |
Payments for the redemption of redeemable convertible notes | (14,340,000) | (3,020,000) |
Proceeds from issuance of common stock, net of issuance costs | 958,000 | |
Proceeds from issuance of convertible preferred stock, net of issuance costs | 7,259,000 | |
Proceeds from issuance of convertible notes to related parties | 1,888,000 | |
Repurchase of common stock in connection with equity award assumed | (82,000) | |
Proceeds from the exercise of common stock options | 13,000 | |
Net cash flows provided by financing activities | 948,000 | 9,313,000 |
Net (decrease) increase in cash and cash equivalents | (18,832,000) | 27,552,000 |
Cash and cash equivalents at beginning of year | 29,096,000 | 1,544,000 |
Cash and equivalents at end of year | 10,264,000 | 29,096,000 |
Supplemental Disclosure of Non-Cash Investing and Financing Information: | ||
Investment securities received from the reverse merger | 17,223,000 | |
Redeemable convertible notes assumed upon reverse merger | 37,073,000 | |
Unrealized Gain (Loss) on investments | $ (2,000) | 1,000 |
Embedded derivative related to redeemable convertible notes | 1,455,000 | |
Common stock | ||
Supplemental Disclosure of Non-Cash Investing and Financing Information: | ||
Conversion of convertible notes to stock | 241,000 | |
Series F convertible preferred stock | ||
Supplemental Disclosure of Non-Cash Investing and Financing Information: | ||
Conversion of convertible notes to stock | 1,511,000 | |
Conversion of preferred stock warrant liabilities to equity upon reverse merger | ||
Supplemental Disclosure of Non-Cash Investing and Financing Information: | ||
Conversion of stock | 774,000 | |
Conversion of preferred stock and warrant liabilities to equity upon reverse merger | ||
Supplemental Disclosure of Non-Cash Investing and Financing Information: | ||
Conversion of stock | $ 117,647,000 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Operations | 1. Nature of Operations Catalyst Biosciences, Inc. (the “Company” or “Catalyst”), is a clinical-stage biotechnology company focused on developing novel medicines to address hematology indications, including the treatment of hemophilia. Its facilities are in South San Francisco, California and it operates in one segment. On February 10, 2017, the Company effected a reverse stock split of its common stock at a ratio of 1-for-15 (“2017 Reverse Stock Split”). The 2017 Reverse Stock Split was approved by the Company’s stockholders at a special meeting of stockholders held on February 2, 2017. As a result of the 2017 Reverse Stock Split, each 15 pre-split shares of common stock outstanding were automatically combined into one new share of common stock, and the number of outstanding shares of common stock on the date of the split was reduced from approximately 13.0 million shares to approximately 868,000 shares. Unless otherwise specified, all share and per share amounts in these notes and the accompanying consolidated financial statements are reported on a post-stock split basis for all periods presented. Reverse Merger Prior to August 20, 2015, the name of the Company was Targacept, Inc. On August 20, 2015, Targacept completed its business combination with Catalyst Bio, Inc. (“Catalyst Bio”) in accordance with the terms of an Agreement and Plan of Merger, dated as of March 5, 2015, as amended on May 6 and May 13, 2015, by and among Targacept, Talos Merger Sub, Inc. (“Merger Sub”) and Catalyst Bio, pursuant to which Merger Sub merged with and into Catalyst Bio, with Catalyst Bio surviving as a wholly-owned subsidiary of Targacept (the “Merger”). Also on August 20, 2015, in connection with, and prior to the completion of, the Merger, Targacept effected a 1-for-7 reverse stock split of its common stock (the “Reverse Stock Split”) and changed its name from Targacept, Inc. to Catalyst Biosciences, Inc. Following the completion of the Merger, the business conducted by the Company became primarily the business conducted by Catalyst Bio described in the paragraph above. We refer in this Annual Report on Form 10-K to the business combination as the “Merger,” to the Company prior to the Merger as “Targacept” and to our subsidiary as “Catalyst Bio,” and discussions of historical results reflect the results of Catalyst Bio prior to the completion of the Merger and do not include the historical results of Targacept prior to the completion of the Merger. On August 19, 2015, prior to and in connection with the Merger, the Company paid a dividend to the Targacept holders consisting of cash and non-interest bearing redeemable convertible notes (the “Pre-Closing Dividend”), see Note 9 Liquidity We had a net loss of $16.9 million for the year ended December 31, 2016 and an accumulated deficit of $148.0 million as of December 31, 2016 and expect to continue to incur losses for the next several years. As of December 31, 2016, we had $17.1 million in cash, cash equivalents and short-term investments, a $16.9 million net loss and $18.5 million cash used in operations. Management believes that the currently available resources, including cash, cash equivalents and short term investments as well as the cash raised from the sale of common stock in January 2017 (see Note 14) and availability under our Capital on Demand Sales Agreement (See Note 14), will provide sufficient funds to enable us to meet its operating plan for at least the next twelve months from the date of this filing. However, if our anticipated operating results are not achieved in future periods, management believes that planned expenditures can be reduced to extend the time period over which the then-available resources would be able to fund our operations. We plan to continue to fund losses from operations and capital funding needs through future equity and/or debt financings, as well as potential additional asset sales, licensing transactions, collaborations or strategic partnerships with other companies. The sale of additional equity or convertible debt could result in additional dilution to our stockholders. The incurrence of indebtedness would result in debt service obligations and could result in operating and financing covenants that would restrict our operations. We can provide no assurance that financing will be available in the amounts we need or on terms acceptable to us, if at all. If we are not able to secure adequate additional funding we may be forced to delay, make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, and/or suspend or curtail planned programs. Any of these actions could materially harm our business. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The Company’s consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”). Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, convertible notes and related warrants up to the date of conversion, common stock and stock-based compensation. The Company bases its estimates on various assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates. Cash and Cash Equivalents The Company invests its excess cash in bank deposits, consisting primarily of money market mutual funds. The Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. Restricted Cash Restricted cash consists of certain checking, money market and certificate of deposit accounts that are: (i) pledged to or held in a segregated escrow account by the Company’s correspondent banks for the benefit of the holders of the redeemable convertible notes in order to facilitate the payment of the redeemable convertible notes upon redemption or at maturity as discussed in Note 3 - Fair Value Measurements Fair Value of Financial Instruments The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires that an entity maximize the use of observable inputs when estimating fair value. The fair value hierarchy includes the following three-level classification which is based on the market observability of the inputs used for estimating the fair value of the assets or liabilities being measured: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, 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 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. Fair value accounting is applied for all financial assets and liabilities and non-financial assets and liabilities that are recognized at fair value in the financial statements on a recurring basis (at least annually). Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, which are three years for computer equipment and software, and three to seven years for laboratory and office equipment, furniture and leasehold improvements. Investments All investments have been classified as “available-for-sale” and are carried at estimated fair value as determined based upon quoted market prices or pricing models for similar securities. Management determines the appropriate classification of its investments at the time of purchase and reevaluates such designation as of each balance sheet date. Unrealized gains and losses are excluded from earnings and are reported as a component of comprehensive loss. Realized gains and losses and declines in fair value determined to be other-than-temporary, if any, on available-for-sale securities are included in interest and other income. The cost of securities sold is based on the specific-identification method. Interest on short-term investments is included in interest and other income. Derivative Liability The embedded redemption feature in the redeemable convertible notes, which are convertible into shares of the Company’s common stock, is accounted for as a derivative liability at its estimated fair value. The derivative is subject to remeasurement at the end of each reporting period, with changes in fair value recognized as a component of interest and other income, in the consolidated statements of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the conversion, redemption or maturity of the redeemable convertible notes, as of December 31, 2016 the fair value was immaterial. Revenue Recognition The Company enters into collaboration arrangements that may include the receipt of payments for up-front license fees, success-based milestone payments, full time equivalent based payments for research services, and royalties on any future sales of commercialized products that result from the collaborations. Revenue is recognized when the four basic criteria for revenue recognition are met: (1) persuasive evidence of an arrangement exists; (2) transfer of technology has been completed or services have been rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. Revenue recognition for multiple element revenue arrangements will have deliverables associated with the arrangement divided into separate units of accounting provided that (i) a delivered item has value to the customer on a standalone basis and (ii) if the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item is considered probable and substantially in the control of the vendor. As a biotechnology company with unique and specialized technological undelivered performance obligations associated with its collaborations, the Company’s multiple element arrangements most often involve deliverables and consideration that do not meet the criteria for having stand-alone value. Deliverables and performance obligations are accounted for under a single unit of accounting when they do not have stand-alone value and the related consideration is recognized as revenue over the estimated period of when the performance obligations are to be performed. The revenue is recognized on a proportional performance basis when the levels of the performance obligations under an arrangement can be reasonably estimated and on a straight-line basis when they cannot. The Company’s collaboration agreements entitle it to additional payments upon the achievement of performance-based milestones related to product development, regulatory actions and commercial events in certain geographic areas. Milestones that are not deemed probable or that are tied to counter-party performance are not included in the Company’s revenue until the performance conditions are met. If a collaborative agreement milestone is deemed to be substantive, as defined in the accounting rules, the Company is permitted to recognize revenue related to the milestone payment in its entirety. In the event milestones are deemed non-substantive, the Company recognizes, and defers if applicable, payments for the achievement of such non-substantive milestones over the estimated period of performance applicable to each collaborative agreement using the proportional performance method or on a straight-line basis, as appropriate. Amounts received under a collaborative agreement prior to satisfying revenue recognition criteria are recorded as deferred revenue in the accompanying consolidated balance sheets. Deferred revenue is recorded on the Company’s consolidated balance sheet as short-term or long-term based on its best estimate as to when such revenue will be recognized. Short-term deferred revenue consists of amounts that the Company expects to recognize as revenue in the next 12 months. Amounts that the Company expects will not be recognized prior to the next 12 months are classified as long-term deferred revenue. The Company’s performance obligations under its collaboration arrangements also consist of participation on steering committees and the performance of other research and development and business development services. The timing for satisfying these performance obligations can be difficult to estimate and can be subject to change over the course of these agreements. A change in the estimated timing for satisfying the Company’s performance obligations could change the timing and amount of revenue that the Company recognizes and records in future periods. Research and Development Expenses Research and development costs are expensed as incurred. Research and development costs consist of payroll and other personnel-related expenses, laboratory supplies and reagents, contract research and development services, and consulting costs, as well as allocations of facilities and other overhead costs. Under the Company’s collaboration agreements, certain specific expenditures are reimbursed by third parties. During the years ended December 31, 2016 and 2015, the Company recorded a reduction to research and development expenses of $0.1 million and $0.9 million, respectively related to these reimbursements. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, investments and accounts receivable. The Company’s investment policy restricts cash investments to high credit quality, investment grade investments. The Company believes that it has established guidelines for investment of its excess cash that maintain safety and liquidity through its policies on diversification and investment maturity. The Company is exposed to credit risk in the event of default by the institutions holding the cash and cash equivalents to the extent of the amounts recorded on the balance sheets The Company’s accounts receivable at December 31, 2016 was $0.01 million, due from ISU Abxis. The Company has incurred no credit losses to date. The Company does not require collateral from its collaboration partners. Income Taxes Income taxes are computed using the liability method. Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company follows the authoritative guidance on accounting for uncertainty in income taxes. This guidance prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken in the Company’s income tax returns. This interpretation also provides guidance on accounting for interest and penalties and associated with tax positions, accounting for income taxes in interim periods and income tax disclosures. The Company’s policy is to include penalties and interest expense related to income taxes as a component of other expense and interest expense, respectively, as necessary. Stock-Based Compensation The Company measures the cost of employee and director services received in exchange for an award of equity instruments based on the fair value of the award on the date of grant and recognizes the related expense over the period during which the employee or director is required to provide service in exchange for the award on a straight-line basis. The Company uses the Black-Scholes option-pricing valuation model to estimate the grant-date fair value of stock-based awards. The determination of fair value for stock-based awards on the date of grant using an option-pricing model requires management to make certain assumptions regarding a number of variables. The Company records stock-based compensation as compensation expense, net of the estimated impact of forfeited awards. The Company applies a forfeiture rate to stock-based compensation expense using historical data to estimate pre-vesting option forfeitures. The Company estimates forfeitures at the time of grant, and revises those estimates in subsequent periods if actual forfeitures differ materially from those original estimates. As such, the Company recognizes stock-based compensation expense only for those stock-based awards that are expected to vest, over their requisite service period, based on the vesting provisions of the individual grants. For nonemployee stock-based awards, the measurement date on which the fair value of the stock-based award is calculated is equal to the earlier of (i) the date at which a commitment for performance by the counterparty to earn the equity instrument is reached or (ii) the date at which the counterparty’s performance is complete. The Company recognizes stock-based compensation expense for the fair value-based measurement of the nonemployee awards using the Black Scholes option-pricing valuation model and the awards are typically subject to periodic re-measurement over the period that services are rendered. Deferred Rent The Company’s facilities lease agreement provides for an escalation of rent payments each year. The Company records rent expense on a straight-line basis over the term of the lease. The difference between the amount of expense recognized and the amount of rent paid is recorded as deferred rent in the accompanying consolidated balance sheets. Net Loss per Share Basic net loss per share is calculated by dividing the net loss by the weighted average number of shares of common stock outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is the same as basic net loss per share, since the effects of potentially dilutive securities are antidilutive given the net loss of the Company for all periods presented. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements For a description of the fair value hierarchy and our fair value methodology, see “ Note 2 – Summary of Significant Accounting Policies Liabilities that are measured at fair value consist of the derivative liability and the warrant for convertible preferred stock that utilize Level 3 inputs. There were no transfers in or out of Level 3 during the periods presented. The following tables present the fair value hierarchy for assets and liabilities measured at fair value on a recurring basis as of December 31, 2016 and 2015 ( in thousands December 31, 2016 Level 1 Level 2 Level 3 Total Financial assets: Money market funds (1) $ 10,156 — — $ 10,156 Restricted cash (money market funds) (2) 19,593 — — 19,593 U.S. government agency securities (3) 6,800 — — 6,800 Total financial assets $ 36,549 $ — $ — $ 36,549 Financial liabilities: Derivative liability (4) — — — $ — Total financial liabilities $ — $ — $ — $ — (1) Included in Cash and Cash Equivalents on accompanying consolidated balance sheets. (2) $19.4 million of restricted cash serves as full collateral for the redeemable convertible notes and $125,000 of restricted cash serves as collateral for the Company’s corporate credit card and deposit for its facility lease. (3) Included in Short Term Investments on accompanying consolidated balance sheets. December 31, 2015 Level 1 Level 2 Level 3 Total Financial assets: Money market funds (1) $ 28,927 $ — $ — $ 28,927 Restricted cash (money market funds) (2) 33,919 — — 33,919 Municipal bonds (3) — 296 — 296 Corporate notes (3) — 3,106 — 3,106 Total financial assets $ 62,846 $ 3,402 $ — $ 66,248 Financial liabilities: Derivative liability (4) $ — $ — $ 1,156 $ 1,156 Total financial liabilities $ — $ — $ 1,156 $ 1,156 (1) Included in Cash and Cash Equivalents on accompanying consolidated balance sheets. (2) $33.8 million of restricted cash serves as full collateral for the redeemable convertible notes and $125,000 of restricted cash serves as collateral for the Company’s corporate credit card and deposit for its facility lease. (3) Included in Short Term Investments on accompanying consolidated balance sheets. (4) The fair value of the derivative liability is measured using the Black-Scholes option-pricing valuation model. Inputs used to determine the estimated fair value of the conversion option include the fair value of the underlying common stock at the valuation measurement date, the remaining contractual term of the conversion option, risk-free interest rates, expected dividends and expected volatility of the price of the underlying common stock. In addition, the Company estimated the convertible redeemable note exchange rate based on an analysis of its actual exchange of notes for cash redemption or exchange of notes for conversion to common stock. See Note 9 - Redeemable Convertible Notes The following table presents the activity for the derivative liability measured at estimated fair value using unobservable inputs for the year ended December 31, 2016 ( in thousands Derivative Liability Balance as of December 31, 2015 $ 1,156 Change in fair value included in interest and other income (1,057 ) Gain on extinguishment of redeemable convertible notes (99 ) Balance as of December 31, 2016 $ — As of December 31, 2016 the fair value of the derivative liability was immaterial. The estimated reporting date fair value-based measurement of the derivative liability was calculated using the Black-Scholes valuation model, based on the following weighted-average assumptions for the year ended December 31, 2016: As of December 31, 2016 2015 Expected term 1.01 2.00 Expected volatility 80.6 % 81.7 % Risk-free interest rate 1.20 % 1.06 % Expected dividend yield 0 % 0 % |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2016 | |
Investments All Other Investments [Abstract] | |
Financial Instruments | 4. Financial Instruments Cash equivalents, restricted cash and short-term and long-term investments, all of which are classified as available-for-sale securities, consisted of the following ( in thousands December 31, 2016 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Money market funds $ 10,156 $ — $ — $ 10,156 Restricted cash (money market funds) 19,593 — — 19,593 U.S. government agency securities 6,802 — (2 ) 6,800 Total financial assets $ 36,551 $ — $ (2 ) $ 36,549 Classified as: Cash and cash equivalents $ 10,156 Restricted cash (money market funds) 19,593 Short-term investments 6,800 $ 36,549 December 31, 2015 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Money market funds $ 28,927 $ — $ — $ 28,927 Restricted cash (money market funds) 33,919 — — 33,919 Municipal bonds 295 1 — 296 Corporate notes 3,106 1 (1 ) 3,106 Total financial assets $ 66,247 $ 2 $ (1 ) $ 66,248 Classified as: Cash and cash equivalents $ 28,927 Restricted cash (money market funds) 33,919 Short-term investments 3,402 $ 66,248 As of December 31, 2016, the remaining contractual maturities of available-for-sale securities was less than one year. There have been no significant realized gains or losses on available-for-sale securities for the periods presented. The carrying amounts of cash, accounts receivable and accounts payable approximate fair values due to the short-term maturity of these instruments. |
Restructuring Actions
Restructuring Actions | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring And Related Activities [Abstract] | |
Restructuring Actions | 5. Restructuring Actions In September 2016, the Company announced a reduction in workforce of 10 employees, or approximately 50% of the company’s workforce, consistent with a revised strategic plan to reallocate our resources to our hemostasis programs, including our highly potent next-generation Factor VIIa variant marzeptacog alfa (activated), and our highly potent next-generation Factor IX CB 2679d/ISU304. The principal objective of the 2016 Restructuring was to enable the Company to focus its efforts and resources on advancing marzeptacog alfa (activated), and CB 2679d/ISU304, through Phase 2/3 and Phase 1/2 clinical trials, respectively. For the years ended December 31, 2016 and 2015, the Company recorded restructuring charges of $1.0 million and $0, respectively, in R&D expense, due primarily to $0.9 million employee severance and benefits, and $0.1 million for legal and facility expenses. The restructuring balance was fully paid by December 31, 2016. In connection with the restructuring, the Company received proceeds on the sale of equipment of $0.9 million resulting in a gain of $0.6 million which is reported in interest and other income. There were no such proceeds during 2015. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 6. Property and Equipment Property and equipment consisted of the following ( in thousands Year Ended December 31, 2016 2015 Laboratory and office equipment $ — $ 4,458 Furniture 317 321 Leasehold improvements 1,613 1,591 Computer equipment 230 21 Software 144 8 2,304 6,399 Less accumulated depreciation and amortization (1,860 ) (5,701 ) Property and equipment, net $ 444 $ 698 Property and equipment depreciation and amortization expense for the years ended December 31, 2016 and 2015 was $0.4 million and $0.5 million, respectively. In connection with the Restructuring, the amount recorded as a restructuring charge for asset impairment, as presented in “ Note 5 -Restructuring Actions |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Operating Leases The Company leases office and research space under operating leases that expire in February 2018. As a result of the Restructuring, we exited certain facilities in South San Francisco. The Company’s rental expense under its operating leases was $0.7 million in each of the years ended December 31, 2016 and 2015. Future minimum lease payments under all non-cancelable operating leases at December 31, 2016, were as follows ( in thousands 2017 745 2018 125 Total future minimum lease payments 870 Manufacturing Agreements On May 20, 2016, the Company signed a development and manufacturing services agreement with CMC ICOS Biologics, Inc. (“CMC”), pursuant to which CMC will conduct manufacturing development and, upon successful development of the manufacturing process, manufacture the Company’s next-generation Factor VIIa variant marzeptacog alfa (activated) that the Company intends to use in its clinical trials. The Company has agreed to a total of $3.8 million in payments to CMC pursuant to the initial statement of work under the Agreement, subject to completion of applicable work stages. As of December 31, 2016, the Company is obligated for $3.3 million in payments to CMC remaining under the agreement. License Agreement Obligations Under its technology license agreements to acquire certain technology rights, the Company has an obligation to pay minimum fees and then royalties based upon a percentage of any net sales of licensed products. License fees payable under the technology license agreements are $0.1 million in 2013 and each year thereafter until royalties commence. The technology license agreements also provide for future payments to be made by the Company upon the achievement of development milestones or cumulative sales milestones. Pursuant to the license and collaboration agreement with ISU Abxis (see Note 12 - Collaborations |
Convertible Notes
Convertible Notes | 12 Months Ended |
Dec. 31, 2016 | |
Convertible Notes | 9. Redeemable Convertible Notes On August 19, 2015, immediately prior to the Merger, the Company issued to Targacept stockholders non-interest bearing redeemable convertible notes (the “Notes”) in the aggregate principal amount of $37.0 million. The Notes do not bear interest. The principal amount of the Notes are convertible, at the option of each noteholder, into cash or into shares of the Company’s common stock at a conversion rate of $137.85 per share, and are payable in cash, if not previously redeemed or converted, at maturity on February 19, 2018, the 30-month anniversary of the closing of the issuance of the Notes. In connection with the Pre-Closing Dividend, on August 19, 2015, Targacept entered into an indenture (the “Indenture”) with American Stock Transfer & Trust Company, LLC, as trustee, and an escrow agreement with American Stock Transfer & Trust Company, LLC and Delaware Trust Company, LLC, as escrow agent, under which $37.0 million, which represented the initial principal amount of the convertible notes, was deposited in a segregated escrow account for the benefit of the holders of the notes in order to facilitate the payment of the notes upon redemption or at maturity (the amount of such deposit together with interest accrued and capitalized thereon, the “Escrow Funds”). The Notes are the Company’s secured obligation, and the Indenture does not limit its other indebtedness, secured or unsecured. Holders of the Notes may submit conversion notices, which are irrevocable, instructing the trustee to convert such Notes into shares of common stock at a conversion price of $137.85 per share. Following each conversion date, the Company will issue the number of whole shares of common stock issuable upon conversion as promptly as practicable (and in any event within 10 business days). The trustee will in turn release to the Company the respective amount of restricted cash to cover the stock issuance. The conversion to common stock feature of the Notes was determined to be a derivative liability requiring bifurcation and separate accounting. The fair value of such conversion feature at issuance was determined to be $1.5 million. The bifurcation of the derivative liability from the estimated fair value of the Notes of $37.1 million at issuance resulted in a debt discount of $1.4 million. The Company elected to accrete the entire debt discount as interest expense immediately after the Merger. In addition, changes in the fair value of the derivative liability are being recorded within interest and other income in the consolidated statements of operations. The Company remeasures the derivative liability to fair value until the earlier of the conversion, redemption or maturity of the redeemable convertible notes. For the year ended December 31, 2016 and 2015, the Company recognized interest expense of $0 and $1.4 million related to the amortization of the debt discount within interest expense on the Company’s consolidated statement of operations as the redeemable convertible notes are immediately fully redeemable at the option of the holders. As of December 31, 2016, $17.3 million of the Notes were redeemed and $0.3 million of the Notes were converted into common stock. The Company recognized $0.1 million of gain on the extinguishment of Notes upon the redemption of the Notes during the year ended December 31, 2016. |
Related Party Debt | |
Convertible Notes | 8. Convertible Notes – Related Parties In May and June 2015, Catalyst Bio issued and sold convertible promissory notes in a series of closings in the aggregate principal amount of $1.9 million to existing stockholders, together with warrants to purchase shares of either the Catalyst Bio’s Series E preferred stock or the capital stock issued during the next financing. The convertible promissory notes accrued interest at a rate of 12% per annum and were to mature one year from the date of issuance. As part of the debt financing, Catalyst Bio also issued and sold to each investor purchasing a convertible promissory note a warrant to purchase equity securities of the same type that the principal amount of the convertible promissory note issued to such investor converts into. In conjunction with the second closing in June 2015 of the Series F convertible preferred stock financing, Catalyst Bio and the majority holders of the notes, amended the notes such that the closing constituted a qualified financing. Accordingly, the total outstanding principal amount of the notes of $1.9 million and all unpaid accrued interest of $0.03 million, were converted into 1,511,723 shares of Series F convertible preferred stock, and warrants for the purchase of 372,045 shares of Series F convertible preferred stock were issued to the note holders in connection with the conversion of the notes to Series F convertible preferred stock. All preferred stock and warrants were converted to common stock and warrants to purchase common stock upon the closing of the Merger. For the years ended December 31, 2016 and 2015, the Company recognized interest expense of $0 and $1.5 million related to the accrued interest and amortization of the debt discount. All outstanding shares of Catalyst Bio’s convertible preferred stock and warrants to purchase convertible preferred stock were converted into shares of the Company’s common stock and warrants to purchase common stock upon completion of the Merger. |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Based Compensation | 10. Stock Based Compensation The Company assumed all of the outstanding options under Catalyst Bio’s 2004 Stock Plan (the “Catalyst Plan”) and all of the standalone options of Catalyst Bio that were not issued under the Catalyst Plan, in each case whether or not vested, outstanding immediately prior to the Merger, with such options henceforth representing the right to purchase that number of shares of the Company’s common stock equal to 0.0382 multiplied by the number of shares of Catalyst Bio common stock previously represented by such options. For accounting purposes, however, the Company is instead deemed to have assumed all of the options under the Targacept, Inc. 2000 Equity Incentive Plan and the 2006 Stock Incentive Plan and all of the standalone options of Targacept that were not issued under such plans outstanding immediately prior to the Merger (such plans and options, together with the Catalyst Plan and the standalone Catalyst options, the “Plans”), in addition to the Company’s 2015 Stock Incentive Plan (as subsequently amended and restated). Total stock-based compensation recognized was as follows ( in thousands Year Ended December 31, 2016 2015 Research and development $ 185 $ 95 General and administrative 450 231 Total stock-based compensation $ 635 $ 326 Valuation Assumptions The Company estimated the fair value of stock options granted using the Black-Scholes option-pricing formula and a single option award approach. This fair value is being amortized ratably over the requisite service periods of the awards, which is generally the vesting period. The fair value of employee stock options was estimated using the following weighted-average assumptions for the years ended December 31, 2016 and 2015: Year Ended December 31, 2016 2015 Expected term 6.14 5.56 Expected volatility 76.59 % 68.64 % Risk-free interest rate 1.53 % 1.34 % Expected dividend yield 0 % 0 % Expected Term. Under the Company’s stock option plans, the expected term of options granted is determined using the simplified method which calculates expected term as the midpoint between the vesting date and the expiration date for each award. Expected Volatility. Since the Company was a private entity prior to the merger in August 2015 with no historical data regarding the volatility of its common stock, the expected volatility used is based on the volatility of similar publicly traded entities, referred to as “guideline” companies. Risk-Free Interest Rate. The risk-free rate is based on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term of the options. Expected Dividend Yield. The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future, and, therefore, assumed an expected dividend yield of zero. The following table summarizes stock option activity under the plans and related information: Number of Shares Underlying Outstanding Options Weighted- Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (thousands) Outstanding — December 31, 2014 16,683 $ 134.40 5.51 Options assumed in merger(1) 94,721 $ 227.40 4.01 Options granted 45,039 $ 44.70 9.81 Options exercised (254 ) $ 50.70 Options forfeited (2,436 ) $ 127.20 Options canceled (7,119 ) $ 708.00 Outstanding — December 31, 2015 146,634 $ 147.45 5.51 15,524.91 Options granted 14,706 $ 23.70 — Fractional shares written off in connection with the merger (1) (4 ) $ — Options canceled (13,773 ) 259.05 Options forfeited (6,573 ) $ 64.95 Outstanding — December 31, 2016 140,990 $ 128.25 3.93 — Exercisable — December 31, 2016 106,472 $ 152.70 2.28 — Vested and expected to vest — December 31, 2016 68,977 $ 74.70 7.09 — Shares Available to be granted — December 31, 2016 85,849 (1) In connection with the merger, the Company assumed stock options covering an aggregate of 94,721 shares of common stock. The company also assumed 190 shares of Restricted Stock Awards which vested in two equal annual installments beginning on December 31, 2015 and fully vesting on December 31, 2016 and excludes 4 aggregate fractional shares written off as a result of the conversion ratio applied to options assumed in the merger. Total stock based compensation related to these restricted stock awards was $0.02 million for year ended December 31, 2016. As of December 31, 2016, 85,849 shares of common stock were available for future grant, 140,990 options to purchase shares of common stock were outstanding under the 2015 Stock Plan, as amended, and the Company had unrecognized employee stock-based compensation expense of $1.0 million, related to unvested stock awards, which is expected to be recognized over an estimated weighted-average period of 2.57 years. Options Granted to Nonemployees During the years ended December 31, 2016 and 2015, options to purchase 800 and 1,317 shares, respectively, of common stock were issued to consultants that vest over one to four years with a weighted-average exercise price of $20.40 and $97.80 per share, respectively. During the years ended December 31, 2016, and 2015, the Company recorded stock-based compensation expense attributable to these nonemployee stock awards of $0.05 million and $0.04 million, respectively. The estimated grant-date fair values of the nonemployee stock options were determined using the Black-Scholes valuation model and the following assumptions: Year Ended December 31, 2016 2015 Non-Employee Stock Options: Risk-free interest rate 2.39 % 1.30 % Expected term (in years) 9.74 5.64 Dividend yield — — Volatility 101.12 % 69.98 % |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The Company has incurred cumulative operating losses since inception and, consequently, has not recorded any income tax expense for the years ended December 31, 2016 and 2015 due to its net operating loss position. The reconciliation of the federal statutory income tax rate to the Company’s effective tax rate for the years ended December 31, 2016 and 2015 are as follows: Year Ended December 31, 2016 2015 Tax at statutory federal rate 34.00 % 34.00 % State Tax (benefit)—net of federal benefit 1.12 % 1.33 % Permanent differences 7.95 % -8.00 % R&D Credits 3.16 % 11.59 % Derecognition due to Sec. 382 and 383 Limitations 0.00 % -240.87 % Change in Valuation Allowance -46.66 % 204.17 % Other 0.43 % -2.22 % Effective tax rate — — Significant components of the Company’s deferred tax assets as of December 31, 2016 and 2015 consist of the following ( in thousands Year Ended December 31, 2016 2015 Deferred tax assets: Accruals and reserves $ 1,137 $ 1,285 Net Operating Loss Carry forwards 25,944 17,650 R&D Tax Credit Carry forwards 3,174 2,625 Fixed and intangible assets 114 95 Valuation Allowance (30,369 ) (21,655 ) Net deferred tax assets: — — Based on the available objective evidence at December 31, 2016, the Company does not believe it is more likely than not that the net deferred tax assets will be realizable. Accordingly, the Company has provided a full valuation allowance against its net deferred tax assets at December 31, 2016 and 2015. As of December 31, 2016, after consideration of certain limitations (see below), the Company had approximately $68.3 million federal and $46.6 million state net operating loss carry forwards (“NOL”) available to reduce future taxable income which, if unused, will begin to expire in 2025 for federal and 2017 for state tax purposes. As of December 31, 2016, the Company also had tax credit carry forwards available to offset future tax liabilities of approximately $0.5 million for federal and $5.6 million for state. The federal tax credit will begin to expire in 2024 and the state tax credit does not expire. If the Company experiences a greater than 50 percentage point aggregate change in ownership over a three-year period (a Section 382 ownership change), utilization of its pre-change NOL carry forwards are subject to annual limitation under Section 382 of the Internal Revenue Code (California has similar provisions). The annual limitation is determined by multiplying the value of the Company’s stock at the time of such ownership change by the applicable long-term tax-exempt rate. Such limitations may result in expiration of a portion of the NOL carry forwards before utilization. The Company has determined that ownership changes occurred on December 31, 2007 and August 20, 2015. Approximately $76.3 million and $56.1 million of the NOLs will expire unutilized for federal and California purposes, respectively. The Company has derecognized NOL related deferred tax assets in the tax affected amounts of $25.9 million and $3.3 million for federal and California purposes, respectively. All of the federal R&D credits could expire unutilized as well, whereas none of the California R&D credits are subject to expiration. Approximately $5.6 million of gross federal R&D credit-related deferred tax assets were derecognized due to the Section 383 limitation. The ability of the Company to use its remaining NOL carry forwards may be further limited if the Company experiences a Section 382 ownership change as a result of future changes in its stock ownership. Accounting for Uncertainty in Income Taxes The Company only recognizes tax benefits if it is more likely than not that they will be sustained upon audit by the relevant tax authority based upon their technical merits. An uncertain tax position will not be recognized if it has less than a 50% likelihood of being sustained. The Company had approximately $1.5 million and $1.3 million of unrecognized tax benefits as of both December 31, 2016 and 2015. As the Company has a full valuation allowance on its deferred tax assets, the unrecognized tax benefits have reduced the deferred tax assets and the valuation allowance in the same amount. The Company does not expect the amount of unrecognized tax benefits to materially change in the next twelve months. A reconciliation of the beginning and ending balance of the unrecognized tax benefits is as follows ( in thousands Beginning Balance at January 1, 2015 $ 2,570 Increase/(Decrease) of unrecognized tax benefits taken in prior years (1,347 ) Increase/(Decrease) of unrecognized tax benefits related to current year 91 Ending Balance at December 31, 2015 $ 1,314 Beginning Balance at January 1, 2016 $ 1,314 Increase/(Decrease) of unrecognized tax benefits taken in prior years 6 Increase/(Decrease) of unrecognized tax benefits related to current year 219 Ending Balance at December 31, 2016 $ 1,539 Interest and penalty related to unrecognized tax benefits would be included as income tax expense in the Company’s consolidated statements of operations. As of December 31, 2016 and 2015, the Company had not recognized any tax-related penalties or interest in its consolidated financial statements. The Company files income tax returns in the United States and California. The Company is not currently under examination by income tax authorities in federal, state or other jurisdictions. As of December 31, 2016 and 2015, the Company had no uncertain tax positions which affected its financial position and its results of operations or its cash flow, and will continue to evaluate for uncertain positions in the future. The Company is subject to United States federal and state income tax examinations by authorities for all tax years due to accumulated net operating losses that are being carried forward for tax purposes. |
Collaborations
Collaborations | 12 Months Ended |
Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Collaborations | 12. Collaborations Pfizer On August 20, 2013 the Company and Pfizer signed an amendment to the Factor VIIa collaboration agreement in which the companies agreed to provide specific mutual releases and covenants and modify certain milestone payment schedules in the agreement. Per the amendment, Pfizer agreed to make two non-refundable $1.5 million annual license maintenance payments to the Company, payable on August 1, 2014 and 2013. The annual license maintenance payments received were being amortized to contract revenue over the estimated expected performance period under the arrangement, which the Company estimated was to end August 1, 2015. On April 2, 2015, Pfizer notified the Company that it was exercising its right to terminate the research and license agreement effective June 1, 2015. The termination became effective 60 days after the Company’s receipt of the termination notice. On June 1, 2015, the license and certain rights under the research and license agreement terminated and reverted to the Company. The Company plans to continue clinical development of this product candidate. The Company revised the expected period of performance to end on June 1, 2015, which was the effective termination of all performance obligations of the Company under the research and license agreement. Accordingly, all deferred revenue was recognized through June 1, 2015. Contract revenue related to the agreement with Pfizer was $0 and $1.3 million during the years ended December 31, 2016 and 2015, respectively. The deferred revenue balance related to the Pfizer collaboration was zero as of both December 31, 2016 and 2015. On December 8, 2016, the Company signed an agreement with Pfizer pursuant to which the parties terminated the research and license agreement that was signed on June 29, 2009. Pursuant to the new agreement, Pfizer granted the Company an exclusive license to Pfizer’s proprietary rights for manufacturing and processes that apply to Factor VIIa variants, CB 813a (marzeptacog alfa (activated)). Pfizer has also transferred and will transfer to the Company documentation related to the development, manufacturing and testing of the Products, including the Investigational New Drug (“IND”) application as well as the orphan drug designation. As part of the new agreement, the Company agreed to make contingent cash payments to Pfizer in an aggregate amount equal to up to $17.5 million, payable upon the achievement of clinical, regulatory and commercial milestones. Following commercialization of any covered product, Pfizer would also receive a single-digit royalty on net product sales on a country-by-country basis for a predefined royalty term. ISU Abxis On June 16, 2013, the Company signed a license and collaboration agreement with ISU Abxis, whereby the Company licensed its proprietary human Factor IX products to ISU Abxis for initial development in South Korea. Under the terms of the agreement, ISU Abxis is responsible for development and manufacturing of the licensed products through Phase 1/2 clinical trials. Until the completion of Phase 1/2 development, ISU Abxis also has a right of first refusal with respect to commercialization rights for the licensed products in South Korea. The Company has the sole rights and responsibility for worldwide development, manufacture and commercialization of Factor IX products after Phase 1/2 development, unless ISU Abxis has exercised its right of first refusal regarding commercialization rights in South Korea, in which case the Company’s rights are in the entire world excluding South Korea. ISU’s rights will also terminate if the Company enters into a license agreement with another party to develop, manufacture and commercialize Factor IX products in at least two major market territories. ISU Abxis paid the Company an up-front signing fee of $1.75 million and is obligated to pay to the Company contingent milestone-based payments on the occurrence of certain defined development events, and reimbursement for a portion of the Company’s costs relating to intellectual property filings and maintenance thereof on products. The Company is obligated to pay ISU Abxis a percentage of all net profits it receives from collaboration products. Contract revenue of $0.4 million and $0.4 million for the years ended December 31, 2016 and 2015, respectively, reflected the amortization of the up-front fee over the estimated period of the Company’s performance obligations under the agreement, which was assessed to be four years beginning in September 2013 when the agreement was executed. The deferred revenue balance related to the ISU Abxis collaboration was $0.3 million and $0.7 million as of December 31, 2016 and 2015, respectively. |
Interest and Other Income
Interest and Other Income | 12 Months Ended |
Dec. 31, 2016 | |
Other Income And Expenses [Abstract] | |
Interest and Other Income | 13. Interest and Other Income The following table shows the detail of other income, net for the years ended December 31, 2016 and 2015 (in thousands) Year Ended December 31, 2016 2015 Gain on sale of NNR assets $ 1,674 $ — Change in derivative liability 1,156 387 Gain on sale of fixed assets 557 — Other Income, net 86 131 Total Other Income, net $ 3,473 $ 518 |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Common Stock | 14. Common Stock On March 16, 2016, the Company signed a Capital on Demand TM For the year ended December 31, 2016, the Company sold 39,743 shares of common stock in the open market at a weighted-average selling price of $25.08 per share, for net proceeds (net of commissions) of $1.0 million in the Capital on Demand TM For the year ended December 31, 2016, the Company expensed approximately $0.1 million of costs for the offering, excluding JonesTrading commissions. The Company charged $0.03 million of these costs against additional paid-in capital for the year ended December 31, 2016. As of February 28, 2017, the Company had up to $3.6 million of common stock available for sale under the Controlled Equity Offering TM |
Net Loss per Common Share
Net Loss per Common Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss per Common Share | 15. Net Loss per Common Share The following table sets forth the computation of the basic and diluted net loss per common share during the years ended December 31, 2016 and 2015 (in thousands, except share and per share data) Year Ended December 31, 2016 2015 Net loss, basic and diluted $ (16,945 ) $ (14,762 ) Weighted-average number of shares used in computing net loss per share, basic and diluted 779,166 295,272 Net loss per share, basic and diluted $ (21.75 ) $ (49.99 ) Since the Company was in a loss position for all periods presented, diluted net loss per share is the same as basic net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive. Potentially dilutive securities on an as-if converted basis that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: Year Ended December 31, 2016 2015 Options to purchase common stock 140,990 146,726 Common stock warrants 12,063 12,063 Redeemable convertible notes 140,743 244,783 Total 293,796 403,572 |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The Company’s consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”). |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, convertible notes and related warrants up to the date of conversion, common stock and stock-based compensation. The Company bases its estimates on various assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company invests its excess cash in bank deposits, consisting primarily of money market mutual funds. The Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. |
Restricted Cash | Restricted Cash Restricted cash consists of certain checking, money market and certificate of deposit accounts that are: (i) pledged to or held in a segregated escrow account by the Company’s correspondent banks for the benefit of the holders of the redeemable convertible notes in order to facilitate the payment of the redeemable convertible notes upon redemption or at maturity as discussed in Note 3 - Fair Value Measurements |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires that an entity maximize the use of observable inputs when estimating fair value. The fair value hierarchy includes the following three-level classification which is based on the market observability of the inputs used for estimating the fair value of the assets or liabilities being measured: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, 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 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. Fair value accounting is applied for all financial assets and liabilities and non-financial assets and liabilities that are recognized at fair value in the financial statements on a recurring basis (at least annually). |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, which are three years for computer equipment and software, and three to seven years for laboratory and office equipment, furniture and leasehold improvements. |
Investments | Investments All investments have been classified as “available-for-sale” and are carried at estimated fair value as determined based upon quoted market prices or pricing models for similar securities. Management determines the appropriate classification of its investments at the time of purchase and reevaluates such designation as of each balance sheet date. Unrealized gains and losses are excluded from earnings and are reported as a component of comprehensive loss. Realized gains and losses and declines in fair value determined to be other-than-temporary, if any, on available-for-sale securities are included in interest and other income. The cost of securities sold is based on the specific-identification method. Interest on short-term investments is included in interest and other income. |
Derivative Liability | Derivative Liability The embedded redemption feature in the redeemable convertible notes, which are convertible into shares of the Company’s common stock, is accounted for as a derivative liability at its estimated fair value. The derivative is subject to remeasurement at the end of each reporting period, with changes in fair value recognized as a component of interest and other income, in the consolidated statements of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the conversion, redemption or maturity of the redeemable convertible notes, as of December 31, 2016 the fair value was immaterial. |
Revenue Recognition | Revenue Recognition The Company enters into collaboration arrangements that may include the receipt of payments for up-front license fees, success-based milestone payments, full time equivalent based payments for research services, and royalties on any future sales of commercialized products that result from the collaborations. Revenue is recognized when the four basic criteria for revenue recognition are met: (1) persuasive evidence of an arrangement exists; (2) transfer of technology has been completed or services have been rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. Revenue recognition for multiple element revenue arrangements will have deliverables associated with the arrangement divided into separate units of accounting provided that (i) a delivered item has value to the customer on a standalone basis and (ii) if the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item is considered probable and substantially in the control of the vendor. As a biotechnology company with unique and specialized technological undelivered performance obligations associated with its collaborations, the Company’s multiple element arrangements most often involve deliverables and consideration that do not meet the criteria for having stand-alone value. Deliverables and performance obligations are accounted for under a single unit of accounting when they do not have stand-alone value and the related consideration is recognized as revenue over the estimated period of when the performance obligations are to be performed. The revenue is recognized on a proportional performance basis when the levels of the performance obligations under an arrangement can be reasonably estimated and on a straight-line basis when they cannot. The Company’s collaboration agreements entitle it to additional payments upon the achievement of performance-based milestones related to product development, regulatory actions and commercial events in certain geographic areas. Milestones that are not deemed probable or that are tied to counter-party performance are not included in the Company’s revenue until the performance conditions are met. If a collaborative agreement milestone is deemed to be substantive, as defined in the accounting rules, the Company is permitted to recognize revenue related to the milestone payment in its entirety. In the event milestones are deemed non-substantive, the Company recognizes, and defers if applicable, payments for the achievement of such non-substantive milestones over the estimated period of performance applicable to each collaborative agreement using the proportional performance method or on a straight-line basis, as appropriate. Amounts received under a collaborative agreement prior to satisfying revenue recognition criteria are recorded as deferred revenue in the accompanying consolidated balance sheets. Deferred revenue is recorded on the Company’s consolidated balance sheet as short-term or long-term based on its best estimate as to when such revenue will be recognized. Short-term deferred revenue consists of amounts that the Company expects to recognize as revenue in the next 12 months. Amounts that the Company expects will not be recognized prior to the next 12 months are classified as long-term deferred revenue. The Company’s performance obligations under its collaboration arrangements also consist of participation on steering committees and the performance of other research and development and business development services. The timing for satisfying these performance obligations can be difficult to estimate and can be subject to change over the course of these agreements. A change in the estimated timing for satisfying the Company’s performance obligations could change the timing and amount of revenue that the Company recognizes and records in future periods. |
Research and Development Expenses | Research and Development Expenses Research and development costs are expensed as incurred. Research and development costs consist of payroll and other personnel-related expenses, laboratory supplies and reagents, contract research and development services, and consulting costs, as well as allocations of facilities and other overhead costs. Under the Company’s collaboration agreements, certain specific expenditures are reimbursed by third parties. During the years ended December 31, 2016 and 2015, the Company recorded a reduction to research and development expenses of $0.1 million and $0.9 million, respectively related to these reimbursements. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, investments and accounts receivable. The Company’s investment policy restricts cash investments to high credit quality, investment grade investments. The Company believes that it has established guidelines for investment of its excess cash that maintain safety and liquidity through its policies on diversification and investment maturity. The Company is exposed to credit risk in the event of default by the institutions holding the cash and cash equivalents to the extent of the amounts recorded on the balance sheets The Company’s accounts receivable at December 31, 2016 was $0.01 million, due from ISU Abxis. The Company has incurred no credit losses to date. The Company does not require collateral from its collaboration partners. |
Income Taxes | Income Taxes Income taxes are computed using the liability method. Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company follows the authoritative guidance on accounting for uncertainty in income taxes. This guidance prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken in the Company’s income tax returns. This interpretation also provides guidance on accounting for interest and penalties and associated with tax positions, accounting for income taxes in interim periods and income tax disclosures. The Company’s policy is to include penalties and interest expense related to income taxes as a component of other expense and interest expense, respectively, as necessary. |
Stock-Based Compensation | Stock-Based Compensation The Company measures the cost of employee and director services received in exchange for an award of equity instruments based on the fair value of the award on the date of grant and recognizes the related expense over the period during which the employee or director is required to provide service in exchange for the award on a straight-line basis. The Company uses the Black-Scholes option-pricing valuation model to estimate the grant-date fair value of stock-based awards. The determination of fair value for stock-based awards on the date of grant using an option-pricing model requires management to make certain assumptions regarding a number of variables. The Company records stock-based compensation as compensation expense, net of the estimated impact of forfeited awards. The Company applies a forfeiture rate to stock-based compensation expense using historical data to estimate pre-vesting option forfeitures. The Company estimates forfeitures at the time of grant, and revises those estimates in subsequent periods if actual forfeitures differ materially from those original estimates. As such, the Company recognizes stock-based compensation expense only for those stock-based awards that are expected to vest, over their requisite service period, based on the vesting provisions of the individual grants. For nonemployee stock-based awards, the measurement date on which the fair value of the stock-based award is calculated is equal to the earlier of (i) the date at which a commitment for performance by the counterparty to earn the equity instrument is reached or (ii) the date at which the counterparty’s performance is complete. The Company recognizes stock-based compensation expense for the fair value-based measurement of the nonemployee awards using the Black Scholes option-pricing valuation model and the awards are typically subject to periodic re-measurement over the period that services are rendered. |
Deferred Rent | Deferred Rent The Company’s facilities lease agreement provides for an escalation of rent payments each year. The Company records rent expense on a straight-line basis over the term of the lease. The difference between the amount of expense recognized and the amount of rent paid is recorded as deferred rent in the accompanying consolidated balance sheets. |
Net Loss per Share | Net Loss per Share Basic net loss per share is calculated by dividing the net loss by the weighted average number of shares of common stock outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is the same as basic net loss per share, since the effects of potentially dilutive securities are antidilutive given the net loss of the Company for all periods presented. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following tables present the fair value hierarchy for assets and liabilities measured at fair value on a recurring basis as of December 31, 2016 and 2015 ( in thousands December 31, 2016 Level 1 Level 2 Level 3 Total Financial assets: Money market funds (1) $ 10,156 — — $ 10,156 Restricted cash (money market funds) (2) 19,593 — — 19,593 U.S. government agency securities (3) 6,800 — — 6,800 Total financial assets $ 36,549 $ — $ — $ 36,549 Financial liabilities: Derivative liability (4) — — — $ — Total financial liabilities $ — $ — $ — $ — (1) Included in Cash and Cash Equivalents on accompanying consolidated balance sheets. (2) $19.4 million of restricted cash serves as full collateral for the redeemable convertible notes and $125,000 of restricted cash serves as collateral for the Company’s corporate credit card and deposit for its facility lease. (3) Included in Short Term Investments on accompanying consolidated balance sheets. December 31, 2015 Level 1 Level 2 Level 3 Total Financial assets: Money market funds (1) $ 28,927 $ — $ — $ 28,927 Restricted cash (money market funds) (2) 33,919 — — 33,919 Municipal bonds (3) — 296 — 296 Corporate notes (3) — 3,106 — 3,106 Total financial assets $ 62,846 $ 3,402 $ — $ 66,248 Financial liabilities: Derivative liability (4) $ — $ — $ 1,156 $ 1,156 Total financial liabilities $ — $ — $ 1,156 $ 1,156 (1) Included in Cash and Cash Equivalents on accompanying consolidated balance sheets. (2) $33.8 million of restricted cash serves as full collateral for the redeemable convertible notes and $125,000 of restricted cash serves as collateral for the Company’s corporate credit card and deposit for its facility lease. (3) Included in Short Term Investments on accompanying consolidated balance sheets. (4) The fair value of the derivative liability is measured using the Black-Scholes option-pricing valuation model. Inputs used to determine the estimated fair value of the conversion option include the fair value of the underlying common stock at the valuation measurement date, the remaining contractual term of the conversion option, risk-free interest rates, expected dividends and expected volatility of the price of the underlying common stock. In addition, the Company estimated the convertible redeemable note exchange rate based on an analysis of its actual exchange of notes for cash redemption or exchange of notes for conversion to common stock. See Note 9 - Redeemable Convertible Notes |
Fair Values of Derivative Liabilities Estimated Using Black-Scholes Valuation Model | As of December 31, 2016 the fair value of the derivative liability was immaterial. The estimated reporting date fair value-based measurement of the derivative liability was calculated using the Black-Scholes valuation model, based on the following weighted-average assumptions for the year ended December 31, 2016: As of December 31, 2016 2015 Expected term 1.01 2.00 Expected volatility 80.6 % 81.7 % Risk-free interest rate 1.20 % 1.06 % Expected dividend yield 0 % 0 % |
Derivative | |
Derivative Liability Measured at Estimated Fair Value Using Unobservable Inputs | The following table presents the activity for the derivative liability measured at estimated fair value using unobservable inputs for the year ended December 31, 2016 ( in thousands Derivative Liability Balance as of December 31, 2015 $ 1,156 Change in fair value included in interest and other income (1,057 ) Gain on extinguishment of redeemable convertible notes (99 ) Balance as of December 31, 2016 $ — |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Investments All Other Investments [Abstract] | |
Cash Equivalents, Restricted Cash and Short-term and Long-term Investments Classified as Available-for-sale Securities | Cash equivalents, restricted cash and short-term and long-term investments, all of which are classified as available-for-sale securities, consisted of the following ( in thousands December 31, 2016 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Money market funds $ 10,156 $ — $ — $ 10,156 Restricted cash (money market funds) 19,593 — — 19,593 U.S. government agency securities 6,802 — (2 ) 6,800 Total financial assets $ 36,551 $ — $ (2 ) $ 36,549 Classified as: Cash and cash equivalents $ 10,156 Restricted cash (money market funds) 19,593 Short-term investments 6,800 $ 36,549 December 31, 2015 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Money market funds $ 28,927 $ — $ — $ 28,927 Restricted cash (money market funds) 33,919 — — 33,919 Municipal bonds 295 1 — 296 Corporate notes 3,106 1 (1 ) 3,106 Total financial assets $ 66,247 $ 2 $ (1 ) $ 66,248 Classified as: Cash and cash equivalents $ 28,927 Restricted cash (money market funds) 33,919 Short-term investments 3,402 $ 66,248 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and equipment | Property and equipment consisted of the following ( in thousands Year Ended December 31, 2016 2015 Laboratory and office equipment $ — $ 4,458 Furniture 317 321 Leasehold improvements 1,613 1,591 Computer equipment 230 21 Software 144 8 2,304 6,399 Less accumulated depreciation and amortization (1,860 ) (5,701 ) Property and equipment, net $ 444 $ 698 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Expected Future Lease Payments Under All Operating Leases | Future minimum lease payments under all non-cancelable operating leases at December 31, 2016, were as follows ( in thousands 2017 745 2018 125 Total future minimum lease payments 870 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Stock-Based Compensation Recognized | Total stock-based compensation recognized was as follows ( in thousands Year Ended December 31, 2016 2015 Research and development $ 185 $ 95 General and administrative 450 231 Total stock-based compensation $ 635 $ 326 |
Summary of Option Activity | The following table summarizes stock option activity under the plans and related information: Number of Shares Underlying Outstanding Options Weighted- Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (thousands) Outstanding — December 31, 2014 16,683 $ 134.40 5.51 Options assumed in merger(1) 94,721 $ 227.40 4.01 Options granted 45,039 $ 44.70 9.81 Options exercised (254 ) $ 50.70 Options forfeited (2,436 ) $ 127.20 Options canceled (7,119 ) $ 708.00 Outstanding — December 31, 2015 146,634 $ 147.45 5.51 15,524.91 Options granted 14,706 $ 23.70 — Fractional shares written off in connection with the merger (1) (4 ) $ — Options canceled (13,773 ) 259.05 Options forfeited (6,573 ) $ 64.95 Outstanding — December 31, 2016 140,990 $ 128.25 3.93 — Exercisable — December 31, 2016 106,472 $ 152.70 2.28 — Vested and expected to vest — December 31, 2016 68,977 $ 74.70 7.09 — Shares Available to be granted — December 31, 2016 85,849 (1) In connection with the merger, the Company assumed stock options covering an aggregate of 94,721 shares of common stock. The company also assumed 190 shares of Restricted Stock Awards which vested in two equal annual installments beginning on December 31, 2015 and fully vesting on December 31, 2016 and excludes 4 aggregate fractional shares written off as a result of the conversion ratio applied to options assumed in the merger. Total stock based compensation related to these restricted stock awards was $0.02 million for year ended December 31, 2016. |
Employee Stock Option | |
Summary of Weighted Average Valuation Assumptions Used to Estimate Fair Value | The fair value of employee stock options was estimated using the following weighted-average assumptions for the years ended December 31, 2016 and 2015: Year Ended December 31, 2016 2015 Expected term 6.14 5.56 Expected volatility 76.59 % 68.64 % Risk-free interest rate 1.53 % 1.34 % Expected dividend yield 0 % 0 % |
Non Employee Stock Option | |
Summary of Weighted Average Valuation Assumptions Used to Estimate Fair Value | The estimated grant-date fair values of the nonemployee stock options were determined using the Black-Scholes valuation model and the following assumptions: Year Ended December 31, 2016 2015 Non-Employee Stock Options: Risk-free interest rate 2.39 % 1.30 % Expected term (in years) 9.74 5.64 Dividend yield — — Volatility 101.12 % 69.98 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of Federal Income Tax Rate to Company's Effective Tax Rate | The reconciliation of the federal statutory income tax rate to the Company’s effective tax rate for the years ended December 31, 2016 and 2015 are as follows: Year Ended December 31, 2016 2015 Tax at statutory federal rate 34.00 % 34.00 % State Tax (benefit)—net of federal benefit 1.12 % 1.33 % Permanent differences 7.95 % -8.00 % R&D Credits 3.16 % 11.59 % Derecognition due to Sec. 382 and 383 Limitations 0.00 % -240.87 % Change in Valuation Allowance -46.66 % 204.17 % Other 0.43 % -2.22 % Effective tax rate — — |
Components of the Company's Deferred Tax Assets (Liabilities) | Significant components of the Company’s deferred tax assets as of December 31, 2016 and 2015 consist of the following ( in thousands Year Ended December 31, 2016 2015 Deferred tax assets: Accruals and reserves $ 1,137 $ 1,285 Net Operating Loss Carry forwards 25,944 17,650 R&D Tax Credit Carry forwards 3,174 2,625 Fixed and intangible assets 114 95 Valuation Allowance (30,369 ) (21,655 ) Net deferred tax assets: — — |
Unrecognized Tax Benefits | A reconciliation of the beginning and ending balance of the unrecognized tax benefits is as follows ( in thousands Beginning Balance at January 1, 2015 $ 2,570 Increase/(Decrease) of unrecognized tax benefits taken in prior years (1,347 ) Increase/(Decrease) of unrecognized tax benefits related to current year 91 Ending Balance at December 31, 2015 $ 1,314 Beginning Balance at January 1, 2016 $ 1,314 Increase/(Decrease) of unrecognized tax benefits taken in prior years 6 Increase/(Decrease) of unrecognized tax benefits related to current year 219 Ending Balance at December 31, 2016 $ 1,539 |
Interest and Other Income (Tabl
Interest and Other Income (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Other Income And Expenses [Abstract] | |
Detail of Other Income, Net | The following table shows the detail of other income, net for the years ended December 31, 2016 and 2015 (in thousands) Year Ended December 31, 2016 2015 Gain on sale of NNR assets $ 1,674 $ — Change in derivative liability 1,156 387 Gain on sale of fixed assets 557 — Other Income, net 86 131 Total Other Income, net $ 3,473 $ 518 |
Net Loss per Common Share (Tabl
Net Loss per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss Per Common Share | The following table sets forth the computation of the basic and diluted net loss per common share during the years ended December 31, 2016 and 2015 (in thousands, except share and per share data) Year Ended December 31, 2016 2015 Net loss, basic and diluted $ (16,945 ) $ (14,762 ) Weighted-average number of shares used in computing net loss per share, basic and diluted 779,166 295,272 Net loss per share, basic and diluted $ (21.75 ) $ (49.99 ) |
Anti-dilutive Security not Included In Diluted per Share Calculations | Since the Company was in a loss position for all periods presented, diluted net loss per share is the same as basic net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive. Potentially dilutive securities on an as-if converted basis that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: Year Ended December 31, 2016 2015 Options to purchase common stock 140,990 146,726 Common stock warrants 12,063 12,063 Redeemable convertible notes 140,743 244,783 Total 293,796 403,572 |
Nature of Operations - Addition
Nature of Operations - Additional Information (Detail) $ in Thousands | Feb. 10, 2017shares | Aug. 20, 2015 | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)shares |
Organization and Nature of Operations [Line Items] | ||||
Common stock, shares outstanding | shares | 801,756 | 762,005 | ||
Accumulated deficit | $ 147,982 | $ 131,037 | ||
Cash, cash equivalents and short-term investments | 17,100 | |||
Net loss | 16,945 | 14,762 | ||
Cash used in operations | $ 18,472 | $ 19,118 | ||
Targacept | ||||
Organization and Nature of Operations [Line Items] | ||||
Reverse stock split ratio | 0.142857 | |||
2017 Reverse Stock Split | ||||
Organization and Nature of Operations [Line Items] | ||||
Reverse stock split, description | On February 10, 2017, the Company effected a reverse stock split of its common stock at a ratio of 1-for-15 (“2017 Reverse Stock Split”). The 2017 Reverse Stock Split was approved by the Company’s stockholders at a special meeting of stockholders held on February 2, 2017. As a result of the 2017 Reverse Stock Split, each 15 pre-split shares of common stock outstanding were automatically combined into one new share of common stock, and the number of outstanding shares of common stock on the date of the split was reduced from approximately 13.0 million shares to approximately 868,000 shares. | |||
Common stock, shares outstanding | shares | 13,000,000 | |||
Subsequent Event | 2017 Reverse Stock Split | ||||
Organization and Nature of Operations [Line Items] | ||||
Reverse stock split ratio | 0.06667 | |||
Common stock, shares outstanding | shares | 868,000 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Significant Accounting Policies [Line Items] | ||
Reduction to research and development expenses | $ 100 | $ 900 |
Accounts receivable | 31 | $ 492 |
ISU Abxis | ||
Significant Accounting Policies [Line Items] | ||
Accounts receivable | $ 10 | |
Computer equipment | ||
Significant Accounting Policies [Line Items] | ||
Estimated useful lives | 3 years | |
Laboratory and office equipment | Minimum | ||
Significant Accounting Policies [Line Items] | ||
Estimated useful lives | 3 years | |
Laboratory and office equipment | Maximum | ||
Significant Accounting Policies [Line Items] | ||
Estimated useful lives | 7 years | |
Furniture | Minimum | ||
Significant Accounting Policies [Line Items] | ||
Estimated useful lives | 3 years | |
Furniture | Maximum | ||
Significant Accounting Policies [Line Items] | ||
Estimated useful lives | 7 years | |
Leasehold improvements | Minimum | ||
Significant Accounting Policies [Line Items] | ||
Estimated useful lives | 3 years | |
Leasehold improvements | Maximum | ||
Significant Accounting Policies [Line Items] | ||
Estimated useful lives | 7 years |
Assets and Liabilities Measured
Assets and Liabilities Measured at Fair Value (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Assets, fair value | $ 36,549 | $ 66,248 | |||
Liabilities, fair value | 1,156 | ||||
U.S. Government Agency Securities | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Assets, fair value | [1] | 6,800 | |||
Municipal Bonds | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Assets, fair value | [1] | 296 | |||
Corporate Notes | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Assets, fair value | [1] | 3,106 | |||
Money Market Funds | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Assets, fair value | [2] | 10,156 | 28,927 | ||
Restricted cash (money market funds) | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Assets, fair value | 19,593 | [3] | 33,919 | [4] | |
Fair Value, Inputs, Level 1 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Assets, fair value | 36,549 | 62,846 | |||
Fair Value, Inputs, Level 1 | U.S. Government Agency Securities | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Assets, fair value | [1] | 6,800 | |||
Fair Value, Inputs, Level 1 | Money Market Funds | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Assets, fair value | [2] | 10,156 | 28,927 | ||
Fair Value, Inputs, Level 1 | Restricted cash (money market funds) | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Assets, fair value | $ 19,593 | [3] | 33,919 | [4] | |
Fair Value, Inputs, Level 2 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Assets, fair value | 3,402 | ||||
Fair Value, Inputs, Level 2 | Municipal Bonds | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Assets, fair value | [1] | 296 | |||
Fair Value, Inputs, Level 2 | Corporate Notes | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Assets, fair value | [1] | 3,106 | |||
Fair Value, Inputs, Level 3 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Liabilities, fair value | 1,156 | ||||
Derivative liability | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Liabilities, fair value | [5] | 1,156 | |||
Derivative liability | Fair Value, Inputs, Level 3 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Liabilities, fair value | [5] | $ 1,156 | |||
[1] | Included in Short Term Investments on accompanying consolidated balance sheets. | ||||
[2] | Included in Cash and Cash Equivalents on accompanying consolidated balance sheets. | ||||
[3] | $19.4 million of restricted cash serves as full collateral for the redeemable convertible notes and $125,000 of restricted cash serves as collateral for the Company’s corporate credit card and deposit for its facility lease. | ||||
[4] | $33.8 million of restricted cash serves as full collateral for the redeemable convertible notes and $125,000 of restricted cash serves as collateral for the Company’s corporate credit card and deposit for its facility lease. | ||||
[5] | The fair value of the derivative liability is measured using the Black-Scholes option-pricing valuation model. Inputs used to determine the estimated fair value of the conversion option include the fair value of the underlying common stock at the valuation measurement date, the remaining contractual term of the conversion option, risk-free interest rates, expected dividends and expected volatility of the price of the underlying common stock. In addition, the Company estimated the convertible redeemable note exchange rate based on an analysis of its actual exchange of notes for cash redemption or exchange of notes for conversion to common stock. See Note 9 - Redeemable Convertible Notes for further detail. |
Assets and Liabilities Measur35
Assets and Liabilities Measured at Fair Value (Parenthetical) (Detail) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted cash | $ 19,468,000 | $ 33,794,000 |
Collateral for Redeemable Convertible Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted cash | 19,400,000 | 33,800,000 |
Collateral for Corporate Credit Card and Deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted cash | $ 125,000 | $ 125,000 |
Derivative Liability Measured a
Derivative Liability Measured at Estimated Fair Value Using Unobservable Inputs (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Fair Value Disclosures [Abstract] | |
Balance as of December 31, 2015 | $ 1,156 |
Change in fair value included in interest and other income | (1,057) |
Gain on extinguishment of redeemable convertible notes | $ (99) |
Fair Values of Derivative Liabi
Fair Values of Derivative Liabilities Estimated Using Black-Scholes Valuation Model (Detail) - Derivative liability | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Expected term | 1 year 4 days | 2 years |
Expected volatility | 80.60% | 81.70% |
Risk-free interest rate | 1.20% | 1.06% |
Expected dividend yield | 0.00% | 0.00% |
Cash Equivalents, Restricted Ca
Cash Equivalents, Restricted Cash and Short-term and Long-term Investments Classified as Available-for-sale Securities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 36,551 | $ 66,247 |
Gross Unrealized Gains | 2 | |
Gross Unrealized Losses | (2) | (1) |
Estimated Fair Value | 36,549 | 66,248 |
Money Market Funds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 10,156 | 28,927 |
Estimated Fair Value | 10,156 | 28,927 |
Money Market Funds | Restricted cash (money market funds) | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 19,593 | 33,919 |
Estimated Fair Value | 19,593 | 33,919 |
U.S. Government Agency Securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 6,802 | |
Gross Unrealized Losses | (2) | |
Estimated Fair Value | 6,800 | |
Municipal Bonds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 295 | |
Gross Unrealized Gains | 1 | |
Estimated Fair Value | 296 | |
Corporate Notes | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 3,106 | |
Gross Unrealized Gains | 1 | |
Gross Unrealized Losses | (1) | |
Estimated Fair Value | 3,106 | |
Cash Equivalents | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Estimated Fair Value | 10,156 | 28,927 |
Short-Term Investments | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Estimated Fair Value | $ 6,800 | $ 3,402 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Financial Instrument [Line Items] | |
Significant realized gains or losses on available-for-sale securities | $ 0 |
Maximum | |
Financial Instrument [Line Items] | |
Available for sale securities contractual maturities | 1 year |
Property and Equipment (Detail)
Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 2,304 | $ 6,399 |
Less accumulated depreciation and amortization | (1,860) | (5,701) |
Property and equipment, net | 444 | 698 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 144 | 8 |
Laboratory and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 4,458 | |
Furniture | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 317 | 321 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,613 | 1,591 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 230 | $ 21 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | ||
Depreciation expense | $ 400,000 | $ 500,000 |
Gain on sale of equipment | $ 600,000 | $ 0 |
Restructuring Actions - Additio
Restructuring Actions - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2016Employee | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Restructuring Cost And Reserve [Line Items] | |||
Proceeds from sale of equipment | $ 890,000 | $ 0 | |
Gain on sale of equipment | 600,000 | 0 | |
R&D Expense | |||
Restructuring Cost And Reserve [Line Items] | |||
Restructuring charges | 1,000,000 | $ 0 | |
Interest and Other Income | |||
Restructuring Cost And Reserve [Line Items] | |||
Gain on sale of equipment | 600,000 | ||
Employee Severance and Benefits | |||
Restructuring Cost And Reserve [Line Items] | |||
Reduction in workforce | Employee | 10 | ||
Percentage of workforce reduced | 50.00% | ||
Restructuring charges | 900,000 | ||
Legal and Facility Expenses | |||
Restructuring Cost And Reserve [Line Items] | |||
Restructuring charges | $ 100,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2013 | May 20, 2016 | |
Commitments And Contingencies Disclosure [Line Items] | ||||
Operating lease expiration date | 2018-02 | |||
Operating lease rent expense | $ 700,000 | $ 700,000 | ||
License fees payable | $ 100,000 | |||
ISU Abxis | Maximum | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Potential milestone payments | 2,000,000 | |||
Pfizer Inc | Collaboration Agreement | Maximum | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Obligated to make milestone and royalty payments upon achievement of clinical, regulatory and commercial milestones | 17,500,000 | |||
CMC ICOS Biologics, Inc. | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Contractual obligation payments | $ 3,300,000 | $ 3,800,000 |
Expected Future Lease Payments
Expected Future Lease Payments Under Operating Leases (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,017 | $ 745 |
2,018 | 125 |
Total future minimum lease payments | $ 870 |
Convertible Notes - Related Par
Convertible Notes - Related Parties - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||||
Interest expense related to accrued interest and amortization of debt discount | $ 0 | $ 1,500 | ||
Series F Convertible Preferred Stock | ||||
Debt Instrument [Line Items] | ||||
Convertible notes, shares issued upon conversion | 1,511,723 | |||
Convertible preferred stock, warrants issued | 372,045 | |||
Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount of convertible promissory notes issued and sold | $ 1,900 | |||
Convertible notes, accrued interest | $ 30 | $ 30 | ||
Existing Stockholders | Convertible Notes Payable | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount of convertible promissory notes issued and sold | $ 1,900 | |||
Convertible debt interest rate | 12.00% | 12.00% | ||
Debt instrument maturity period | 1 year |
Redeemable Convertible Notes -
Redeemable Convertible Notes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Aug. 19, 2015 | |
Debt Instrument [Line Items] | |||
Conversion of convertible notes in to common stock, value | $ 117,647,000 | ||
Gain on extinguishment of redeemable convertible notes | $ 99,000 | 52,000 | |
Convertible Notes | |||
Debt Instrument [Line Items] | |||
Convertible notes, total outstanding principal amount | $ 37,000,000 | ||
Redeemable convertible notes, conversion per share price | $ 137.85 | ||
Convertible notes, maturity date | Feb. 19, 2018 | ||
Convertible notes, maturity period | 30 months | ||
Redeemable convertible notes, threshold trading days | 10 days | ||
Redeemable convertible notes, conversion feature | $ 1,500,000 | ||
Redeemable convertible notes, estimated fair value | 37,100,000 | ||
Redeemable convertible notes, debt discount | 1,400,000 | ||
Redeemable convertible notes, interest expense | 0 | $ 1,400,000 | |
Redeemable convertible notes, redeemed | 17,300,000 | ||
Conversion of convertible notes in to common stock, value | $ 300,000 | ||
Convertible Notes | After Reverse Stock Split | |||
Debt Instrument [Line Items] | |||
Redeemable convertible notes, conversion per share price | $ 137.85 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of common stock available for future grant | 85,849 | ||
Options, Outstanding, Weighted Average Exercise Price | $ 128.25 | $ 147.45 | $ 134.40 |
Stock-based compensation expense | $ 635 | $ 326 | |
Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | |
Non Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options, Grants in Period | 800 | 1,317 | |
Options, Outstanding, Weighted Average Exercise Price | $ 20.40 | $ 97.80 | |
Stock-based compensation expense | $ 50 | $ 40 | |
Non Employee Stock Option | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award Vesting Period | 1 year | ||
Non Employee Stock Option | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award Vesting Period | 4 years | ||
2004 Stock Plan | Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | ||
Unrecognized employee stock based compensation expense | $ 1,000 | ||
Unrecognized employee stock based compensation expense, period for recognition | 2 years 6 months 26 days | ||
2015 Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of common stock available for future grant | 85,849 | ||
Shares remaining outstanding | 140,990 | ||
Merger Agreement | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock exchange rate | 3.82% |
Summary of Stock-Based Compensa
Summary of Stock-Based Compensation Recognized (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation | $ 635 | $ 326 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation | 185 | 95 |
General and Administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation | $ 450 | $ 231 |
Fair Values of Stock Options Es
Fair Values of Stock Options Estimated Using Black-Scholes Valuation Model (Detail) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Employee Stock Option | ||
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Black Scholes Method Used [Line Items] | ||
Expected term | 6 years 1 month 21 days | 5 years 6 months 22 days |
Expected volatility | 76.59% | 68.64% |
Risk-free interest rate | 1.53% | 1.34% |
Expected dividend yield | 0.00% | 0.00% |
Non Employee Stock Option | ||
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Black Scholes Method Used [Line Items] | ||
Expected term | 9 years 8 months 27 days | 5 years 7 months 21 days |
Expected volatility | 101.12% | 69.98% |
Risk-free interest rate | 2.39% | 1.30% |
Summary of Option Activity (Det
Summary of Option Activity (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Number of Shares Underlying Outstanding Options | ||||
Number of Shares Underlying Outstanding Options, Beginning Balance | 146,634 | 16,683 | ||
Number of Shares Underlying Outstanding Options, Options assumed in merger | [1] | 94,721 | ||
Number of Shares Underlying Outstanding Options, Options granted | 14,706 | 45,039 | ||
Number of Shares Underlying Outstanding Options, Options exercised | (254) | |||
Number of Shares Underlying Outstanding Options, Fractional shares written off in connection with the merger | [1] | (4) | ||
Number of Shares Underlying Outstanding Options, Options forfeited | (6,573) | (2,436) | ||
Number of Shares Underlying Outstanding Options, Options canceled | (13,773) | (7,119) | ||
Number of Shares Underlying Outstanding Options, Ending Balance | 140,990 | 146,634 | 16,683 | |
Number of Shares Underlying Outstanding Options, Exercisable- December 31, 2016 | 106,472 | |||
Number of Shares Underlying Outstanding Options, Vested and expected to vest - December 31, 2016 | 68,977 | |||
Shares Available to be granted - December 31, 2016 | 85,849 | |||
Weighted- Average Exercise Price | ||||
Weighted- Average Exercise Price, Beginning Balance | $ 147.45 | $ 134.40 | ||
Weighted- Average Exercise Price, Options assumed in merger | [1] | 227.40 | ||
Weighted- Average Exercise Price, Options exercised, Options granted | 23.70 | 44.70 | ||
Weighted- Average Exercise Price, Options exercised | 50.70 | |||
Weighted- Average Exercise Price, Options forfeited | 64.95 | 127.20 | ||
Weighted- Average Exercise Price, Options canceled | 259.05 | 708 | ||
Weighted- Average Exercise Price, Ending Balance | 128.25 | $ 147.45 | $ 134.40 | |
Weighted- Average Exercise Price, Exercisable - December 31, 2016 | 152.70 | |||
Weighted- Average Exercise Price, Vested and expected to vest - December 31, 2016 | $ 74.70 | |||
Weighted Average Remaining Contractual Term | ||||
Weighted Average Remaining Contractual Term, Outstanding Balance | 3 years 11 months 5 days | 5 years 6 months 4 days | 5 years 6 months 4 days | |
Weighted Average Remaining Contractual Term, Options assumed in merger | [1] | 4 years 4 days | ||
Weighted Average Remaining Contractual Term, Options granted | 9 years 9 months 22 days | |||
Weighted Average Remaining Contractual Term, Exercisable — December 31, 2016 | 2 years 3 months 11 days | |||
Weighted Average Remaining Contractual Term, Vested and expected to vest — December 31, 2016 | 7 years 1 month 2 days | |||
Aggregate Intrinsic Value | ||||
Aggregate Intrinsic Value, Outstanding | $ 15,524,910 | |||
[1] | In connection with the merger, the Company assumed stock options covering an aggregate of 94,721 shares of common stock. The company also assumed 190 shares of Restricted Stock Awards which vested in two equal annual installments beginning on December 31, 2015 and fully vesting on December 31, 2016 and excludes 4 aggregate fractional shares written off as a result of the conversion ratio applied to options assumed in the merger. Total stock based compensation related to these restricted stock awards was $0.02 million for year ended December 31, 2016. |
Summary of Option Activity (Par
Summary of Option Activity (Parenthetical) (Detail) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($)shares | Dec. 31, 2015Installmentshares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares Underlying Outstanding Options, Options assumed in merger | [1] | 94,721 | |
Aggregate fractional shares written off in merger | [1] | 4 | |
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of restricted stock awards, assumed in merger | 190 | ||
Number of Shares Underlying Outstanding Options, Options assumed in merger | 94,721 | ||
Number of equal annual installments | Installment | 2 | ||
Aggregate fractional shares written off in merger | 4 | ||
Total stock based compensation | $ | $ 20 | ||
[1] | In connection with the merger, the Company assumed stock options covering an aggregate of 94,721 shares of common stock. The company also assumed 190 shares of Restricted Stock Awards which vested in two equal annual installments beginning on December 31, 2015 and fully vesting on December 31, 2016 and excludes 4 aggregate fractional shares written off as a result of the conversion ratio applied to options assumed in the merger. Total stock based compensation related to these restricted stock awards was $0.02 million for year ended December 31, 2016. |
Reconciliation of Statutory Fed
Reconciliation of Statutory Federal Income Tax (benefit) Rate to Company's Effective Tax Rate (Detail) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Tax at statutory federal rate | 34.00% | 34.00% |
State Tax (benefit)—net of federal benefit | 1.12% | 1.33% |
Permanent differences | 7.95% | (8.00%) |
R&D Credits | 3.16% | 11.59% |
Derecognition due to Sec. 382 and 383 Limitations | 0.00% | (240.87%) |
Change in Valuation Allowance | (46.66%) | 204.17% |
Other | 0.43% | (2.22%) |
Components of Company's Deferre
Components of Company's Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Accruals and reserves | $ 1,137 | $ 1,285 |
Net Operating Loss Carry forwards | 25,944 | 17,650 |
R&D Tax Credit Carry forwards | 3,174 | 2,625 |
Fixed and intangible assets | 114 | 95 |
Valuation Allowance | $ (30,369) | $ (21,655) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2007 | |
Income Tax [Line Items] | ||||
Gross federal R&D tax credit-related deferred tax assets derecognized | $ 5,600,000 | |||
Unrecognized tax benefit | 1,539,000 | $ 1,314,000 | $ 2,570,000 | |
Tax-related penalties or interest recognized | 0 | $ 0 | ||
Federal Income Tax | ||||
Income Tax [Line Items] | ||||
Net operating loss carryforwards | $ 68,300,000 | $ 76,300,000 | ||
Net operating loss carry forwards expire period | Dec. 31, 2025 | |||
Tax credit carryforwards available to offset future federal tax liabilities | $ 500,000 | |||
Tax credit carryforward, expire period | Dec. 31, 2024 | |||
Net operating loss carryforward,derecognized | $ 25,900,000 | |||
State Income Tax | ||||
Income Tax [Line Items] | ||||
Net operating loss carryforwards | $ 46,600,000 | |||
Net operating loss carry forwards expire period | Dec. 31, 2017 | |||
Tax credit carryforwards available to offset future federal tax liabilities | $ 5,600,000 | |||
CALIFORNIA | ||||
Income Tax [Line Items] | ||||
Net operating loss carryforwards | 56,100,000 | |||
Net operating loss carryforward,derecognized | $ 3,300,000 |
Unrecognized tax benefit (Detai
Unrecognized tax benefit (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Beginning Balance | $ 1,314 | $ 2,570 |
Increase/(Decrease) of unrecognized tax benefits taken in prior years | 6 | (1,347) |
Increase/(Decrease) of unrecognized tax benefits related to current year | 219 | 91 |
Ending Balance | $ 1,539 | $ 1,314 |
Collaborations - Additional Inf
Collaborations - Additional Information (Detail) | Apr. 02, 2015 | Aug. 20, 2013USD ($)Payment | Jun. 16, 2013USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||||
Contract revenue | $ 399,000 | $ 1,750,000 | |||
Pfizer Inc | |||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||||
Number of Non-refundable annual license maintenance payments | Payment | 2 | ||||
Non-refundable annual license maintenance payments | $ 1,500,000 | ||||
License maintenance payable period one | Aug. 1, 2014 | ||||
License maintenance payable period two | Aug. 1, 2013 | ||||
Effective termination notice period | 60 days | ||||
Contract revenue | 0 | 1,300,000 | |||
Deferred revenue | 0 | 0 | |||
Pfizer Inc | Collaboration Agreement | Maximum | |||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||||
Contingent cash payments upon achievement of clinical, regulatory and commercial milestones | 17,500,000 | ||||
ISU Abxis | |||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||||
Contract revenue | 400,000 | 400,000 | |||
Deferred revenue | $ 300,000 | $ 700,000 | |||
Deferred revenue recognition period | 4 years | ||||
ISU Abxis | Up Front Payment | |||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||||
Amount received for research and development process | $ 1,750,000 |
Detail of Other Income, Net (De
Detail of Other Income, Net (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Other Income And Expenses [Abstract] | ||
Gain on sale of NNR assets | $ 1,674 | |
Change in derivative liability | 1,156 | $ 387 |
Gain on sale of fixed assets | 557 | (15) |
Other Income, net | 86 | 131 |
Total Other Income, net | $ 3,473 | $ 518 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Feb. 28, 2017 | Mar. 16, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock, value of shares issued under sales agreement | $ 1,000 | $ 1,000 | ||
Net proceeds from sale of common stock | $ 958,000 | |||
Capital on Demand Sales Agreement with Jones Trading Institutional Services LLC | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock, shares issued under sales agreement | 39,743 | |||
Common stock weighted average selling price | $ 25.08 | |||
Net proceeds from sale of common stock | $ 1,000,000 | |||
Offering costs | 100,000 | |||
Costs against additional paid-in capital | $ 30,000 | |||
Capital on Demand Sales Agreement with Jones Trading Institutional Services LLC | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock, value of shares issued under sales agreement | $ 6,500,000 | |||
Capital on Demand Sales Agreement with Jones Trading Institutional Services LLC | Maximum | Subsequent Event | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock available for sale | $ 3,600,000 |
Basic and Diluted Net Loss Per
Basic and Diluted Net Loss Per Common Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share [Abstract] | ||
Net loss, basic and diluted | $ (16,945) | $ (14,762) |
Weighted-average number of shares used in computing net loss per share, basic and diluted | 779,166 | 295,272 |
Net loss per share, basic and diluted | $ (21.75) | $ (49.99) |
Anti-dilutive Security not Incl
Anti-dilutive Security not Included In Diluted per Share Calculations (Detail) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti dilutive securities | 293,796 | 403,572 |
Options To Purchase Common Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti dilutive securities | 140,990 | 146,726 |
Common Stock Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti dilutive securities | 12,063 | 12,063 |
Redeemable Convertible Notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti dilutive securities | 140,743 | 244,783 |