Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 05, 2013 | |
Entity Information [Line Items] | ' | ' |
Entity Registrant Name | 'NEWLINK GENETICS CORP | ' |
Entity Central Index Key | '0001126234 | ' |
Current Fiscal Year End Date | '--09-30 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Amendment Flag | 'false | ' |
Entity Common Stock, Shares Outstanding | ' | 25,706,323 |
Entity Well-known Seasoned Issuer | 'No | ' |
Entity Voluntary Filers | 'No | ' |
Entity Current Reporting Status | 'Yes | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $51,964 | $20,250 |
Certificates of deposit | 0 | 1,494 |
Prepaid expenses | 405 | 907 |
State research and development credit receivable | 557 | 542 |
Other receivables | 1,223 | 196 |
Total current assets | 54,149 | 23,389 |
Leasehold improvements and equipment: | ' | ' |
Leasehold improvements | 5,655 | 5,085 |
Computer equipment | 982 | 636 |
Lab equipment | 3,704 | 3,297 |
Total leasehold improvements and equipment | 10,341 | 9,018 |
Less accumulated depreciation and amortization | -3,603 | -2,978 |
Leasehold improvements and equipment, net | 6,738 | 6,040 |
Total assets | 60,887 | 29,429 |
Current liabilities: | ' | ' |
Accounts payable | 973 | 972 |
Accrued expenses | 3,869 | 1,659 |
Deferred rent | 84 | 84 |
Current portion of long term debt | 188 | 204 |
Total current liabilities | 5,114 | 2,919 |
Long term liabilities: | ' | ' |
Royalty obligation payable to Iowa Economic Development Authority | 6,000 | 6,000 |
Notes payable and obligations under capital leases | 1,081 | 1,178 |
Deferred rent, excluding current portion | 1,342 | 1,405 |
Total long-term liabilities | 8,423 | 8,583 |
Total liabilities | 13,537 | 11,502 |
Equity (deficit): | ' | ' |
Blank check preferred stock, $0.01 par value: Authorized shares — 5,000,000 at September 30, 2013 and December 31, 2012; issued and outstanding shares — 0 at September 30, 2013 and December 31, 2012 | 0 | 0 |
Common stock, $0.01 par value: Authorized shares — 75,000,000 at September 30, 2013 and 38,833,334 at December 31, 2012; issued and outstanding shares — 25,703,634 at September 30, 2013, and 20,985,192 at December 31, 2012 | 257 | 210 |
Additional paid-in capital | 175,024 | 122,514 |
Deficit accumulated during the development stage | -127,931 | -104,797 |
Total equity | 47,350 | 17,927 |
Total liabilities and equity | $60,887 | $29,429 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parentheticals) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Stockholders' Equity: | ' | ' |
Blank check preferred stock, par value | $0.01 | $0.01 |
Blank check preferred stock, authorized shares | 5,000,000 | 5,000,000 |
Blank check preferred stock, issued shares | 0 | 0 |
Blank check preferred stock, outstanding shares | 0 | 0 |
Common stock, par value | $0.01 | $0.01 |
Common stock, authorized shares | 75,000,000 | 38,833,334 |
Common stock, issued shares | 25,703,634 | 20,985,192 |
Common stock, outstanding shares | 25,703,634 | 20,985,192 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | 172 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 |
Grant revenue | $265 | $327 | $799 | $1,388 | $8,203 |
Operating expenses: | ' | ' | ' | ' | ' |
Research and development | 6,125 | 4,779 | 17,505 | 13,349 | 95,661 |
General and administrative | 2,257 | 1,396 | 6,522 | 5,005 | 43,465 |
Total operating expenses | 8,382 | 6,175 | 24,027 | 18,354 | 139,126 |
Loss from operations | -8,117 | -5,848 | -23,228 | -16,966 | -130,923 |
Other income and expense: | ' | ' | ' | ' | ' |
Miscellaneous income | 0 | 0 | 114 | -21 | 434 |
Forgiveness of debt | 0 | 0 | 0 | 0 | 449 |
Interest income | 2 | 3 | 6 | 11 | 1,773 |
Interest expense | -8 | -6 | -26 | -26 | -207 |
Other (expense) income, net | -6 | -3 | 94 | -36 | 2,449 |
Net loss | -8,123 | -5,851 | -23,134 | -17,002 | -128,474 |
Less net loss attributable to noncontrolling interest | 0 | 0 | 0 | 0 | 583 |
Net loss attributable to NewLink | ($8,123) | ($5,851) | ($23,134) | ($17,002) | ($127,891) |
Basic and diluted net loss per share | ($0.32) | ($0.28) | ($0.92) | ($0.82) | ' |
Weighted-average common shares outstanding, basic and diluted | 25,702,043 | 20,887,689 | 25,067,772 | 20,729,174 | ' |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Weighted-average common shares outstanding, diluted) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Weighted-average common shares outstanding, basic and diluted | 25,702,043 | 20,887,689 | 25,067,772 | 20,729,174 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (Deficit) (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Deficit Accumulated During the Development Stage [Member] |
In Thousands, except Share data, unless otherwise specified | ||||
Balance at Dec. 31, 2012 | $17,927 | $210 | $122,514 | ($104,797) |
Balance (shares) at Dec. 31, 2012 | 20,985,192 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' |
Stock issued | 48,916 | 46 | 48,870 | ' |
Stock issued (shares) | 4,600,000 | ' | ' | ' |
Stock compensation | 3,134 | ' | 3,134 | ' |
Exercise of stock options | 331 | 1 | 330 | ' |
Exercise of stock options (shares) | 90,215 | ' | ' | ' |
Sale of shares under stock purchase plan | 176 | 0 | 176 | ' |
Sale of shares under stock purchase plan (shares) | 28,227 | ' | ' | ' |
Net loss | -23,134 | ' | ' | -23,134 |
Balance at Sep. 30, 2013 | $47,350 | $257 | $175,024 | ($127,931) |
Balance (shares) at Sep. 30, 2013 | 25,703,634 | ' | ' | ' |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | 172 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 |
Cash Flows From Development Activities | ' | ' | ' |
Net loss | ($23,134) | ($17,002) | ($128,474) |
Adjustments to reconcile net loss to net cash used in development activities: | ' | ' | ' |
Share-based compensation | 3,134 | 2,534 | 11,678 |
Depreciation and amortization | 635 | 573 | 4,384 |
Loss on sale of fixed assets | 0 | 20 | 38 |
In-process research and development expenses | 0 | 0 | 1,629 |
Forgiveness of debt | 0 | 0 | -449 |
Forgiveness of notes receivable from related parties | 0 | 0 | 350 |
Changes in operating assets and liabilities: | ' | ' | ' |
Prepaid expenses | 502 | 264 | -405 |
State research and development credit receivable | -15 | -252 | -557 |
Other receivables | -1,027 | 170 | -1,223 |
Accounts payable | 2 | -962 | -258 |
Accrued expenses and deferred rent | 2,147 | 845 | 5,295 |
Net cash used in development activities | -17,756 | -13,810 | -107,992 |
Cash Flows From Investing Activities | ' | ' | ' |
Purchase of certificates of deposit | 0 | -1,992 | -13,282 |
Sale of certificates of deposit | 1,494 | 1,743 | 13,282 |
Notes receivable from related parties | 0 | 0 | -350 |
Purchase of equipment | -1,280 | -1,137 | -9,372 |
Proceeds on sale of fixed assets | 0 | 50 | 50 |
Cash paid for OncoRx | 0 | 0 | -120 |
Net cash used in investing activities | 214 | -1,336 | -9,792 |
Cash Flows From Financing Activities | ' | ' | ' |
Cash received from noncontrolling interest investment | 0 | 0 | 3,479 |
Issuance of common stock, net of offering costs | 49,423 | 922 | 91,868 |
Repurchase of common stock | 0 | -4 | -505 |
Proceeds from preferred stock | 0 | 0 | 67,743 |
Proceeds from notes payable | 0 | 456 | 8,215 |
Principal payments on debt | -111 | -71 | -587 |
Payments under capital lease obligations | -56 | -90 | -465 |
Net cash provided by financing activities | 49,256 | 1,213 | 169,748 |
Net (decrease) increase in cash and cash equivalents | 31,714 | -13,933 | 51,964 |
Cash and cash equivalents at beginning of period | 20,250 | 39,490 | ' |
Cash and cash equivalents at end of period | 51,964 | 25,557 | 51,964 |
Supplemental disclosure of cash flows information: | ' | ' | ' |
Cash paid for interest | 25 | 27 | 167 |
Noncash financing and investing activities: | ' | ' | ' |
Accretion on redeemable preferred stock | 0 | 0 | 113 |
Purchased leasehold improvements and equipment in accounts payable | 145 | 5 | 145 |
Common stock issued to shareholders of OncoRx as part of acquisition | 0 | 0 | 1,654 |
Issuance of common stock dividend to Series AA preferred shareholders | 0 | 0 | 6 |
Assets acquired under capital lease | 54 | 0 | 596 |
Reduction of IPO offering costs | $0 | $0 | $158 |
Description_of_Business_and_De
Description of Business and Development Stage Activities | 9 Months Ended |
Sep. 30, 2013 | |
Development Stage Enterprises [Abstract] | ' |
Description of Business and Development Stage Activities | ' |
Description of Business and Development Stage Activities | |
NewLink Genetics Corporation ("NewLink") is a biopharmaceutical company focused on discovering, developing and commercializing novel immunotherapeutic products to improve treatment options for patients with cancer. NewLink was incorporated as a Delaware corporation on June 4, 1999 and initiated development activities in April of 2000. In 2005, NewLink created a wholly-owned subsidiary, BioProtection Systems Corporation (BPS). NewLink and BPS (together referred to herein as the "Company") are development stage enterprises that devote substantially all of their efforts toward research and development. | |
NewLink's portfolio includes biologic and small molecule immunotherapy product candidates intended to treat a wide range of oncology indications. NewLink's product candidates are designed to harness multiple components of the immune system to combat cancer without significant incremental toxicity, either as a monotherapy or in combination with other treatment regimens. | |
The Company has never earned revenue from sales of its drugs under development. The Company incurred net losses of $8.1 million and $23.1 million for the three and nine months ended September 30, 2013, and from June 4, 1999 (inception) through September 30, 2013 has generated a cumulative deficit of $127.9 million. On November 16, 2011, the Company completed its initial public offering (IPO) of common stock raising $37.6 million in net proceeds. On February 4, 2013, the Company completed a follow-on offering of its common stock raising $48.9 million in net proceeds. On September 5, 2013, the Company filed a prospectus supplement for an "At-The-Market" offering of common stock with an aggregate offering price of up to $60.0 million. | |
The accompanying financial statements as of September 30, 2013 and for the three and nine months then ended have been prepared assuming the Company will continue as a going concern. The Company's cash and cash equivalents, along with any anticipated At-The-Market offering proceeds, if any, are expected to be adequate to satisfy the Company’s liquidity requirements through December 31, 2014, although not through commercialization and launch of revenue producing products. There is no assurance that, if required, the Company will be able to raise additional capital or reduce discretionary spending to provide the required liquidity. |
Basis_of_Presentation_Notes
Basis of Presentation (Notes) | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
The interim financial statements have been prepared and presented by the Company in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and the rules and regulations of the U.S. Securities and Exchange Commission (SEC), without audit, and, in management’s opinion, reflect all adjustments necessary to present fairly the Company’s interim financial information. | |
Certain information and footnote disclosures normally included in the Company’s annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2012, included in the Company’s Annual Report on Form 10-K. There were no significant changes in the Company’s accounting policies since the end of fiscal 2012. The financial results for any interim period are not necessarily indicative of financial results for the full year. |
Significant_Accounting_Policie
Significant Accounting Policies | 9 Months Ended | |
Sep. 30, 2013 | ||
Accounting Policies [Abstract] | ' | |
Significant Accounting Policies | ' | |
Significant Accounting Policies | ||
(a) Use of Estimates | ||
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | ||
(b) Principles of Consolidation | ||
The consolidated financial statements include the financial statements of NewLink and BPS. All significant intercompany balances and transactions have been eliminated in consolidation. | ||
(c) Financial Instruments and Concentrations of Credit Risk | ||
The fair values of cash and cash equivalents, certificates of deposit, receivables, accounts payable, and accrued liabilities, which are recorded at cost, approximate fair value based on the short-term nature of these financial instruments. The fair value and carrying value of notes payable and capital lease obligations was $1.3 million and $1.4 million as of September 30, 2013 and December 31, 2012, respectively, and was determined using Level 3 inputs. The Company is unable to estimate the fair value of the royalty obligation because the timing of payments is uncertain. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, and certificates of deposit. Cash and cash equivalents are held by financial institutions and are federally insured up to certain limits. At times, the Company’s cash and cash equivalents balance exceeds the federally insured limits. To limit the credit risk, the Company invests its excess cash primarily in high quality cash equivalents, such as money market funds, or certificates of deposit. | ||
(d) Corporate Actions During the Nine Months Ended September 30, 2013 | ||
On May 9, 2013, the stockholders of the Company approved the following actions: | ||
• | An increase in the authorized number of shares of common stock from 38,833,334 shares to 75,000,000 shares; | |
• | An increase in the shares reserved under the 2010 Non-Employee Directors' Stock Award Plan of 161,905 shares from 238,095 shares to 400,000 shares of common stock; and | |
• | An increase in the shares reserved under the 2010 Employee Stock Purchase Plan of 185,715 shares from 214,285 shares to 400,000 shares of common stock. |
Common_Stock_Equity_Incentive_
Common Stock Equity Incentive Plan | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||
Common Stock Equity Incentive Plan | ' | |||||||||
Common Stock Equity Incentive Plan | ||||||||||
In April 2000, the stockholders approved the Company's 2000 Equity Incentive Plan (the “2000 Plan”), and in July 2009, the stockholders approved the Company's 2009 Equity Incentive Plan (the “2009 Plan”). Following the approval of the 2009 Plan, all options outstanding under the 2000 Plan are effectively included under the 2009 Plan. Under the provisions of the 2009 Plan, the Company may grant the following types of common stock awards: | ||||||||||
• | Incentive Stock Options | |||||||||
• | Nonstatutory Stock Options | |||||||||
• | Restricted Stock Awards | |||||||||
• | Stock Appreciation Rights | |||||||||
Awards under the 2009 Plan, as amended, may be made to officers, employees, members of the Board of Directors, advisors, and consultants to the Company. On January 1, 2013 an additional 838,375 shares of common stock were added to the shares reserved for future issuance under the Company’s 2009 Equity Incentive Plan. The shares added to the reserve on January 1, 2013 were increased pursuant to an “evergreen provision” on January 1 of each year, from 2012 to (and including) 2019, in an amount equal to 4% of the total number of shares of Common Stock outstanding on December 31 of the preceding calendar year. As of September 30, 2013, there were 5,733,514 shares of common stock authorized for the 2009 plan and 667,159 shares remained available for issuance. | ||||||||||
Under the terms of the Company’s 2010 Non-Employee Directors’ Stock Option Plan, or Directors’ Plan, which became effective on November 10, 2011, 238,095 shares of common stock were reserved for future issuance. On May 9, 2013 an additional 161,905 shares of common stock were added to the shares reserved for future issuance under the Directors' Plan. As of September 30, 2013, 266,202 shares remained available for issuance under the plan. | ||||||||||
Under the terms of the Company’s 2010 Employee Stock Purchase Plan, or 2010 Purchase Plan, which became effective on November 10, 2011, 214,285 shares of common stock were reserved for future issuance. On May 9, 2013 an additional 185,715 shares of common stock were added to the shares reserved for future issuance under the 2010 Purchase Plan. As of September 30, 2013, 332,250 shares remained available for issuance under the plan. | ||||||||||
Stock Options | ||||||||||
Share-based employee compensation expense for the three and nine months ended September 30, 2013 and 2012, and from inception through September 30, 2013 was $1.1 million, $3.1 million, $629,000, $2.5 million, and $11.7 million, respectively, and is allocated between research and development and general and administrative expenses within the consolidated statements of operations, giving rise to a related tax benefit of $0 for all periods. As of September 30, 2013, the total compensation cost related to nonvested option awards not yet recognized was $8.1 million and the weighted average period over which it is expected to be recognized is 2.8 years. | ||||||||||
The following table summarizes the stock option activity for the nine months ended September 30, 2013: | ||||||||||
Number | Weighted | Weighted | ||||||||
of options | average | average | ||||||||
exercise | remaining | |||||||||
price | contractual | |||||||||
term (years) | ||||||||||
Outstanding at beginning of period | 3,752,413 | $ | 4.34 | |||||||
Options granted | 853,250 | 12.49 | ||||||||
Options exercised | (90,215 | ) | 3.66 | |||||||
Options forfeited | (7,369 | ) | 11.4 | |||||||
Options expired | — | — | ||||||||
Outstanding at end of period | 4,508,079 | $ | 5.88 | 7.1 | ||||||
Options exercisable at end of period | 2,992,433 | $ | 3.69 | 6.2 | ||||||
Based on the September 30, 2013 closing price of $18.78 per share, the intrinsic value of stock options outstanding as of September 30, 2013, was $58.1 million, of which $45.2 million and $12.9 million related to stock options that were vested and unvested, respectively, at that date. | ||||||||||
The following table summarizes options that were granted during the nine months ended September 30, 2013, and the range of assumptions used to estimate the fair value of those stock options using a Black-Scholes valuation model: | ||||||||||
Risk-free interest rate | 0.89-2.14% | |||||||||
Expected dividend yield | —% | |||||||||
Expected volatility | 61.4%-67.3% | |||||||||
Expected term (in years) | 4.8-7.0 | |||||||||
Weighted average grant-date fair value per share | $7.46 | |||||||||
The intrinsic value of options exercised during the nine months ended September 30, 2013 was $1.3 million. The fair value of awards vested during the nine months ended September 30, 2013 was $2.0 million. |
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Income Taxes | |
The company incurred no income tax expense for the nine months ended September 30, 2013 and 2012 or since inception. Income tax expense differs from the amount that would be expected after applying the statutory U.S. federal income tax rate primarily due to changes in the valuation allowance for deferred taxes. | |
The valuation allowance for deferred tax assets as of September 30, 2013 and December 31, 2012 was $28.8 million and $23.1 million, respectively. The net change in the total valuation allowance for the nine months ended September 30, 2013 and 2012 was an increase of $5.7 million and $3.4 million, respectively. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected taxable income, and tax planning strategies in making this assessment. Valuation allowances have been established for the entire amount of the net deferred tax assets as of September 30, 2013 and December 31, 2012, due to the uncertainty of future recoverability. | |
Based on analysis from inception through December 31, 2011, we believe that NewLink experienced Section 382 ownership changes in September 2001 and March 2003 and our subsidiary experienced Section 382 ownership changes in January 2006 and January 2011. These ownership changes limit NewLink’s ability to utilize federal net operating loss carryforwards (and certain other tax attributes) that accrued prior to the respective ownership changes of NewLink and our subsidiary. Additional ownership changes may occur in the future as a result of events over which the Company will have little or no control, including purchases and sales of the Company’s equity by our 5% stockholders, the emergence of new 5% stockholders, additional equity offerings or redemptions of the Company’s stock or certain changes in the ownership of any of the Company’s 5% stockholders. |
Net_Loss_per_Common_Share
Net Loss per Common Share | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Earnings Per Share [Abstract] | ' | |||||||||
Net Loss per Common Share | ' | |||||||||
Net Loss per Common Share | ||||||||||
Basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, without consideration of common stock equivalents. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common share equivalents outstanding for the period determined using the treasury-stock method. For purposes of this calculation, preferred stock, stock options and warrants are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. | ||||||||||
The following table presents the computation of basic and diluted net loss per common share (in thousands, except share and per share data): | ||||||||||
Nine Months Ended | ||||||||||
September 30, | ||||||||||
2013 | 2012 | |||||||||
Historical net loss per share | ||||||||||
Numerator | ||||||||||
Net loss attributable to common stockholders | $ | (23,134 | ) | $ | (17,002 | ) | ||||
Denominator | ||||||||||
Weighted-average common shares outstanding (basic and diluted) | 25,067,772 | 20,729,174 | ||||||||
Basic and diluted net loss per share | $ | (0.92 | ) | $ | (0.82 | ) | ||||
As of September 30, 2013 and 2012 respectively, 4.5 million and 3.7 million common equivalent shares of potentially dilutive securities were not included in the calculation of diluted net loss per common share because to do so would be anti-dilutive. |
Commitments_and_Contingencies_
Commitments and Contingencies (Notes) | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies Disclosure [Text Block] | ' |
Commitments and Contingencies | |
On May 30, 2013, we entered into a Standard Design-Build Agreement, or the Story Agreement, with Story Construction Co. to provide remodeling services with respect to approximately 11,700 square feet of existing manufacturing and quality control space at our headquarters in Ames, Iowa. Our obligations under the Story Agreement constitute a purchase obligation of approximately $1.0 million. The full amount is due upon substantial completion of the work. The Story Agreement does not affect our contractual lease obligations or other contractual obligations. | |
We entered into a Sales Agreement, by and between us and Cantor Fitzgerald & Co., dated as of September 5, 2013, pursuant to which we may issue and sell up to $60.0 million in shares of our common stock in one or more placements at prevailing market prices for our common stock. Any such sales would be effected pursuant to our registration statement on Form S-3 (333-185721), declared effective by the SEC on January 4, 2013. As of September 30, 2013, no shares had been sold pursuant to the Cantor Agreement. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 9 Months Ended | |
Sep. 30, 2013 | ||
Accounting Policies [Abstract] | ' | |
Use of Estimates | ' | |
Use of Estimates | ||
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | ||
Principles of Consolidation | ' | |
Principles of Consolidation | ||
The consolidated financial statements include the financial statements of NewLink and BPS. All significant intercompany balances and transactions have been eliminated in consolidation. | ||
Financial Instruments | ' | |
Financial Instruments and Concentrations of Credit Risk | ||
The fair values of cash and cash equivalents, certificates of deposit, receivables, accounts payable, and accrued liabilities, which are recorded at cost, approximate fair value based on the short-term nature of these financial instruments. The fair value and carrying value of notes payable and capital lease obligations was $1.3 million and $1.4 million as of September 30, 2013 and December 31, 2012, respectively, and was determined using Level 3 inputs. The Company is unable to estimate the fair value of the royalty obligation because the timing of payments is uncertain. | ||
Concentration of Credit Risk | ' | |
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, and certificates of deposit. Cash and cash equivalents are held by financial institutions and are federally insured up to certain limits. At times, the Company’s cash and cash equivalents balance exceeds the federally insured limits. To limit the credit risk, the Company invests its excess cash primarily in high quality cash equivalents, such as money market funds, or certificates of deposit. | ||
Pending Corporate Actions | ' | |
Corporate Actions During the Nine Months Ended September 30, 2013 | ||
On May 9, 2013, the stockholders of the Company approved the following actions: | ||
• | An increase in the authorized number of shares of common stock from 38,833,334 shares to 75,000,000 shares; | |
• | An increase in the shares reserved under the 2010 Non-Employee Directors' Stock Award Plan of 161,905 shares from 238,095 shares to 400,000 shares of common stock; and | |
• | An increase in the shares reserved under the 2010 Employee Stock Purchase Plan of 185,715 shares from 214,285 shares to 400,000 shares of common stock |
Common_Stock_Equity_Incentive_1
Common Stock Equity Incentive Plan (Tables) | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||
Stock Option Activity | ' | |||||||||
The following table summarizes the stock option activity for the nine months ended September 30, 2013: | ||||||||||
Number | Weighted | Weighted | ||||||||
of options | average | average | ||||||||
exercise | remaining | |||||||||
price | contractual | |||||||||
term (years) | ||||||||||
Outstanding at beginning of period | 3,752,413 | $ | 4.34 | |||||||
Options granted | 853,250 | 12.49 | ||||||||
Options exercised | (90,215 | ) | 3.66 | |||||||
Options forfeited | (7,369 | ) | 11.4 | |||||||
Options expired | — | — | ||||||||
Outstanding at end of period | 4,508,079 | $ | 5.88 | 7.1 | ||||||
Options exercisable at end of period | 2,992,433 | $ | 3.69 | 6.2 | ||||||
Assumptions Used in Black-Scholes Pricing Model for New Grants | ' | |||||||||
The following table summarizes options that were granted during the nine months ended September 30, 2013, and the range of assumptions used to estimate the fair value of those stock options using a Black-Scholes valuation model: | ||||||||||
Risk-free interest rate | 0.89-2.14% | |||||||||
Expected dividend yield | —% | |||||||||
Expected volatility | 61.4%-67.3% | |||||||||
Expected term (in years) | 4.8-7.0 | |||||||||
Weighted average grant-date fair value per share | $7.46 |
Net_Loss_per_Common_Share_Tabl
Net Loss per Common Share (Tables) | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Earnings Per Share [Abstract] | ' | |||||||||
Basic and Diluted Net Loss per Common Share | ' | |||||||||
The following table presents the computation of basic and diluted net loss per common share (in thousands, except share and per share data): | ||||||||||
Nine Months Ended | ||||||||||
September 30, | ||||||||||
2013 | 2012 | |||||||||
Historical net loss per share | ||||||||||
Numerator | ||||||||||
Net loss attributable to common stockholders | $ | (23,134 | ) | $ | (17,002 | ) | ||||
Denominator | ||||||||||
Weighted-average common shares outstanding (basic and diluted) | 25,067,772 | 20,729,174 | ||||||||
Basic and diluted net loss per share | $ | (0.92 | ) | $ | (0.82 | ) |
Description_of_Business_and_De1
Description of Business and Development Stage Activities (Details) (USD $) | 3 Months Ended | 9 Months Ended | 172 Months Ended | ||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Nov. 16, 2011 | Sep. 05, 2013 | Sep. 05, 2013 | |
Initial Public Offering | Follow-on Offering | ATM Aggregate Offering Price | |||||||
Development Stage Enterprises [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Income (Loss) Attributable to Parent | ($8,123,000) | ($5,851,000) | ($23,134,000) | ($17,002,000) | ($127,891,000) | ' | ' | ' | ' |
Deficit accumulated during the development stage | -127,931,000 | ' | -127,931,000 | ' | -127,931,000 | -104,797,000 | ' | ' | ' |
Financings | ' | ' | ' | ' | ' | ' | ' | ' | ' |
FInancing proceeds | ' | ' | ' | ' | ' | ' | 37,600,000 | 48,900,000 | ' |
ATM Aggregate Offering Price | ' | ' | ' | ' | ' | ' | ' | ' | $60,000,000 |
Significant_Accounting_Policie2
Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 9 Months Ended | 172 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | |
Financial Instruments | ' | ' | ' | ' | ' | ' |
Fair value and carrying value of notes payable and capital lease obligations | $1,300,000 | ' | $1,300,000 | ' | $1,300,000 | $1,400,000 |
Cash and Cash Equivalents | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | 51,964,000 | ' | 51,964,000 | ' | 51,964,000 | 20,250,000 |
Revenue Recognition | ' | ' | ' | ' | ' | ' |
Grant revenue | $265,000 | $327,000 | $799,000 | $1,388,000 | $8,203,000 | ' |
Previous Shares Authorized [Member] | ' | ' | ' | ' | ' | ' |
Common Shares Authorized [Line Items] | ' | ' | ' | ' | ' | ' |
Company Common Stock | 38,833,334 | ' | 38,833,334 | ' | 38,833,334 | ' |
2010 Non-Employee Directors' Stock Award Plan | 238,095 | ' | 238,095 | ' | 238,095 | ' |
2010 Employee Stock Purchase Plan | 214,285 | ' | 214,285 | ' | 214,285 | ' |
Increase In Shares Authorized [Member] | ' | ' | ' | ' | ' | ' |
Common Shares Authorized [Line Items] | ' | ' | ' | ' | ' | ' |
2010 Non-Employee Directors' Stock Award Plan | 161,905 | ' | 161,905 | ' | 161,905 | ' |
2010 Employee Stock Purchase Plan | 185,715 | ' | 185,715 | ' | 185,715 | ' |
Current Shares Authorized June [Member] | ' | ' | ' | ' | ' | ' |
Common Shares Authorized [Line Items] | ' | ' | ' | ' | ' | ' |
Company Common Stock | 75,000,000 | ' | 75,000,000 | ' | 75,000,000 | ' |
2010 Non-Employee Directors' Stock Award Plan | 400,000 | ' | 400,000 | ' | 400,000 | ' |
2010 Employee Stock Purchase Plan | 400,000 | ' | 400,000 | ' | 400,000 | ' |
Common_Stock_Equity_Incentive_2
Common Stock Equity Incentive Plan (Details) (USD $) | 3 Months Ended | 9 Months Ended | 172 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Common Stock Equity Incentive Plan | ' | ' | ' | ' | ' |
Total Compensation Cost Related to Non-vested Option Awards | $8,100,000 | ' | $8,100,000 | ' | $8,100,000 |
Weighted Average Vesting Period for Non-vested Option Awards, In Years | ' | ' | 2.8 | ' | ' |
Share-based Compensation Expense | 1,100,000 | 629,000 | 3,100,000 | 2,500,000 | 11,700,000 |
Income Tax Benefit from Compensation Expense | ' | ' | 0 | 0 | ' |
Intrinsic Value of Options Exercised | ' | ' | 1,300,000 | ' | ' |
Fair Value of Awards Vested | ' | ' | 2,000,000 | ' | ' |
Intrinsic Value Price per Share Base | $18.78 | ' | $18.78 | ' | $18.78 |
Intrinsic Value Outstanding | 58,100,000 | ' | 58,100,000 | ' | 58,100,000 |
Intrinsic Value Vested | 45,200,000 | ' | 45,200,000 | ' | 45,200,000 |
Intrinsic Value Unvested | $12,900,000 | ' | $12,900,000 | ' | $12,900,000 |
Assumptions Used in Black Scholes Pricing Model for New Grants | ' | ' | ' | ' | ' |
Weighted average grant-date fair value per share | ' | ' | $7.46 | ' | ' |
Stock Option Activity | ' | ' | ' | ' | ' |
Outstanding at beginning of period | ' | ' | 3,752,413 | ' | ' |
Outstanding at beginning of period, weighted average exercise price | ' | ' | $4.34 | ' | ' |
Grants | ' | ' | 853,250 | ' | ' |
Grants, weighted average exercise price | ' | ' | $12.49 | ' | ' |
Exercises | ' | ' | -90,215 | ' | ' |
Exercises, weighted average exercise price | ' | ' | $3.66 | ' | ' |
Forfeitures | ' | ' | -7,369 | ' | ' |
Forfeitures, weighted average exercise price | ' | ' | $11.40 | ' | ' |
Expirations | ' | ' | 0 | ' | ' |
Expirations, weighted average exercise price | ' | ' | $0 | ' | ' |
Outstanding at end of period | 4,508,079 | ' | 4,508,079 | ' | 4,508,079 |
Outstanding at end of period, weighted average exercise price | $5.88 | ' | $5.88 | ' | $5.88 |
Outstanding at end of period, weighted average remaining contractual term, in years | 7.1 | ' | 7.1 | ' | 7.1 |
Exercisable | 2,992,433 | ' | 2,992,433 | ' | 2,992,433 |
Exercisable, weighted average exercise price | $3.69 | ' | $3.69 | ' | $3.69 |
Exercisable, weighted average remaining contractual term, in years | 6.2 | ' | 6.2 | ' | 6.2 |
Minimum | ' | ' | ' | ' | ' |
Assumptions Used in Black Scholes Pricing Model for New Grants | ' | ' | ' | ' | ' |
Risk Free Interest Rate | ' | ' | 0.89% | ' | ' |
Dividend Rate | ' | ' | 0.00% | ' | ' |
Volatility Rate | ' | ' | 61.40% | ' | ' |
Expected Term (in years) | ' | ' | 4.8 | ' | ' |
Maximum | ' | ' | ' | ' | ' |
Assumptions Used in Black Scholes Pricing Model for New Grants | ' | ' | ' | ' | ' |
Risk Free Interest Rate | ' | ' | 2.14% | ' | ' |
Dividend Rate | ' | ' | 0.00% | ' | ' |
Volatility Rate | ' | ' | 67.30% | ' | ' |
Expected Term (in years) | ' | ' | 7 | ' | ' |
2009 Equity Incentive Plan | ' | ' | ' | ' | ' |
Common Stock Equity Incentive Plan | ' | ' | ' | ' | ' |
Number of Shares Authorized | 5,733,514 | ' | 5,733,514 | ' | 5,733,514 |
Number of Shares Available for Grant | 667,159 | ' | 667,159 | ' | 667,159 |
Increase in Number of Shares Authorized | ' | ' | 838,375 | ' | ' |
Evergreen Increase Percentage | ' | ' | 4.00% | ' | ' |
2010 Employee Stock Purchase Plan | ' | ' | ' | ' | ' |
Common Stock Equity Incentive Plan | ' | ' | ' | ' | ' |
Number of Shares Authorized | 214,285 | ' | 214,285 | ' | 214,285 |
Number of Shares Available for Grant | 332,250 | ' | 332,250 | ' | 332,250 |
Increase in Number of Shares Authorized | ' | ' | 185,715 | ' | ' |
2010 Non-Employee Directors' Stock Option Plan | ' | ' | ' | ' | ' |
Common Stock Equity Incentive Plan | ' | ' | ' | ' | ' |
Number of Shares Authorized | 238,095 | ' | 238,095 | ' | 238,095 |
Number of Shares Available for Grant | 266,202 | ' | 266,202 | ' | 266,202 |
Increase in Number of Shares Authorized | ' | ' | 161,905 | ' | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 9 Months Ended | 172 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' |
Income Tax Expense | $0 | $0 | $0 | ' |
Deferred Tax Valuation Allowance | -28,800,000 | ' | -28,800,000 | -23,100,000 |
Change in Deferred Tax Valuation Allowance | $5,700,000 | $3,400,000 | ' | ' |
Net_Loss_per_Common_Share_Net_
Net Loss per Common Share (Net Loss Per Share Computation) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Net loss attributable to common stockholders | ' | ' | ($23,134) | ($17,002) |
Weighted-average number of common share outstanding, basic and diluted | 25,702,043 | 20,887,689 | 25,067,772 | 20,729,174 |
Basic and diluted net loss per share | ($0.32) | ($0.28) | ($0.92) | ($0.82) |
Net_Loss_per_Common_Share_Anti
Net Loss per Common Share (Antidilutive Securities) (Details) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Antidilutive Securities Excluded from Computation of Earnings Per Share | ' | ' |
Potentially dilutive securities excluded from computation of diluted net loss per share | 4.5 | 3.7 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 05, 2013 |
ATM Aggregate Offering Price | ||
Financings | ' | ' |
ATM Aggregate Offering Price | ' | $60 |
Design-Build Agreement [Abstract] | ' | ' |
Design Build Agreement - Story Construction - Square Feet | 11,700 | ' |
Design Build Agreement - Story Construction - Cost | $1 | ' |