Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 01, 2018 | Jun. 30, 2017 | |
Document and Entity Information | |||
Entity Registrant Name | Onconova Therapeutics, Inc. | ||
Entity Central Index Key | 1,130,598 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 17.8 | ||
Entity Common Stock, Shares Outstanding | 18,946,163 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 4,024 | $ 21,450 |
Receivables | 59 | 31 |
Prepaid expenses and other current assets | 820 | 1,588 |
Total current assets | 4,903 | 23,069 |
Property and equipment, net | 64 | 152 |
Other non-current assets | 12 | 12 |
Total assets | 4,979 | 23,233 |
Current liabilities: | ||
Accounts payable | 6,186 | 5,323 |
Accrued expenses and other current liabilities | 3,335 | 4,382 |
Deferred revenue | 455 | 455 |
Total current liabilities | 9,976 | 10,160 |
Warrant liability | 1,773 | 3,401 |
Deferred revenue, non-current | 4,091 | 4,545 |
Total liabilities | 15,840 | 18,106 |
Commitments and contingencies | ||
Stockholders' (deficit) equity: | ||
Preferred stock, $0.01 par value, 5,000,000 authorized at December 31, 2017 and 2016, none issued and outstanding at December 31, 2017 and 2016 | ||
Common stock, $0.01 par value, 25,000,000 authorized at December 31, 2017 and 2016, 10,771,163 and 6,759,895 shares issued and outstanding at December 31, 2017 and 2016 | 108 | 68 |
Additional paid in capital | 350,514 | 342,484 |
Accumulated other comprehensive income | 3 | (31) |
Accumulated deficit | (362,316) | (338,224) |
Total Onconova Therapeutics, Inc. stockholders' (deficit) equity | (11,691) | 4,297 |
Non-controlling interest | 830 | 830 |
Total stockholders' (deficit) equity | (10,861) | 5,127 |
Total liabilities and stockholders' (deficit) equity | $ 4,979 | $ 23,233 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Consolidated Balance Sheets | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares issued | 10,771,163 | 6,759,895 |
Common stock, shares outstanding | 10,771,163 | 6,759,895 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Consolidated Statements of Operations | ||
Revenue | $ 787 | $ 5,546 |
Operating expenses: | ||
General and administrative | 7,405 | 9,178 |
Research and development | 19,119 | 20,071 |
Total operating expenses | 26,524 | 29,249 |
Loss from operations | (25,737) | (23,703) |
Change in fair value of warrant liability | 1,628 | 3,988 |
Other income, net | 30 | 62 |
Net loss before income taxes | (24,079) | (19,653) |
Income taxes | 13 | 14 |
Net loss | (24,092) | (19,667) |
Net loss attributable to Onconova Therapeutics, Inc. | $ (24,092) | $ (19,667) |
Net loss per share of common stock, basic and diluted (in dollars per share) | $ (2.68) | $ (4.44) |
Basic and diluted weighted average shares outstanding (in shares) | 9,000,326 | 4,426,639 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Consolidated Statements of Comprehensive Loss | ||
Net loss | $ (24,092) | $ (19,667) |
Other comprehensive income (loss), before tax: | ||
Foreign currency translation adjustments, net | 34 | (9) |
Other comprehensive income (loss), net of tax | 34 | (9) |
Comprehensive loss | (24,058) | (19,676) |
Comprehensive loss attributable to Onconova Therapeutics, Inc | $ (24,058) | $ (19,676) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Common Stock | Additional Paid in Capital | Accumulated deficit | Accumulated other comprehensive income (loss) | Non-controlling interest | Total |
Balance at Dec. 31, 2015 | $ 25 | $ 328,564 | $ (318,557) | $ (22) | $ 830 | $ 10,840 |
Balance (in shares) at Dec. 31, 2015 | 2,546,419 | |||||
Increase (Decrease) in Stockholders' Equity (Deficit) | ||||||
Net loss | (19,667) | (19,667) | ||||
Other comprehensive loss | (9) | (9) | ||||
Exercise of stock options | 3 | 3 | ||||
Exercise of stock options (in shares) | 403 | |||||
Stock-based compensation | 3,929 | 3,929 | ||||
Shares issued in connection with reverse stock split (in shares) | 110 | |||||
Issuance of common stock and pre-funded warrants, net | $ 37 | 8,949 | 8,986 | |||
Issuance of common stock and pre-funded warrants, net (in shares) | 3,599,786 | |||||
Issuance of common stock upon exercise of warrants | $ 4 | 4 | ||||
Issuance of common stock upon exercise of warrants (in shares) | 419,493 | |||||
Issuance of common stock, net | $ 2 | 1,039 | 1,041 | |||
Issuance of common stock, net (in shares) | 193,684 | |||||
Balance at Dec. 31, 2016 | $ 68 | 342,484 | (338,224) | (31) | 830 | $ 5,127 |
Balance (in shares) at Dec. 31, 2016 | 6,759,895 | 6,759,895 | ||||
Increase (Decrease) in Stockholders' Equity (Deficit) | ||||||
Net loss | (24,092) | $ (24,092) | ||||
Other comprehensive loss | 34 | 34 | ||||
Stock-based compensation | 1,710 | 1,710 | ||||
Issuance of common stock, net | $ 40 | 6,320 | 6,360 | |||
Issuance of common stock, net (in shares) | 4,011,268 | |||||
Balance at Dec. 31, 2017 | $ 108 | $ 350,514 | $ (362,316) | $ 3 | $ 830 | $ (10,861) |
Balance (in shares) at Dec. 31, 2017 | 10,771,163 | 10,771,163 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating activities: | ||
Net loss | $ (24,092) | $ (19,667) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 88 | 96 |
Change in fair value of warrant liabilities | (1,628) | (3,988) |
Stock compensation expense | 1,710 | 3,929 |
Changes in assets and liabilities: | ||
Receivables | (28) | 1,473 |
Prepaid expenses and other current assets | 768 | 244 |
Accounts payable | 863 | 1,902 |
Accrued expenses and other current liabilities | (1,047) | 653 |
Deferred revenue | (454) | (455) |
Net cash used in operating activities | (23,820) | (15,813) |
Financing activities: | ||
Proceeds from the sale of common stock and warrants, net of costs | 6,360 | 17,420 |
Proceeds from the exercise of stock options | 3 | |
Net cash provided by financing activities | 6,360 | 17,423 |
Effect of foreign currency translation on cash | 34 | (9) |
Net (decrease) increase in cash and cash equivalents | (17,426) | 1,601 |
Cash and cash equivalents at beginning of period | 21,450 | 19,849 |
Cash and cash equivalents at end of period | $ 4,024 | $ 21,450 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2017 | |
Nature of Business | |
Nature of Business | 1. Nature of Business Reverse Stock Split All common stock, equity, share and per share amounts in the financial statements and notes have been retroactively adjusted to reflect a one-for-ten reverse stock split which was effective May 31, 2016. The Company Onconova Therapeutics, Inc. (the "Company") was incorporated in the State of Delaware on December 22, 1998 and commenced operations on January 1, 1999. The Company's headquarters are located in Newtown, Pennsylvania. The Company is a clinical-stage biopharmaceutical company focused on discovering and developing novel small molecule product candidates primarily to treat cancer. Using its proprietary chemistry platform, the Company has created an extensive library of targeted anti-cancer agents designed to work against specific cellular pathways that are important to cancer cells. The Company believes that the product candidates in its pipeline have the potential to be efficacious in a variety of cancers. The Company has three clinical-stage product candidates and several preclinical programs. In 2011, the Company entered into a license agreement, as subsequently amended, with SymBio Pharmaceuticals Limited ("SymBio"), which grants SymBio certain rights to commercialize rigosertib in Japan and Korea. In 2012, the Company entered into a development and license agreement with Baxter Healthcare SA, the predecessor in interest to Baxalta GmbH (together with its affiliates, "Baxalta"), pursuant to which the Company granted an exclusive, royalty-bearing license for the research, development, commercialization and manufacture (in specified instances) of rigosertib in all therapeutic indications in Europe. The Baxalta agreement terminated effective August 30, 2016, at which time the rights the Company licensed to Baxalta reverted to the Company at no cost. The Company has retained development and commercialization rights to rigosertib in the rest of the world, including the United States. During 2012, Onconova Europe GmbH was established as a wholly owned subsidiary of the Company for the purpose of further developing business in Europe. In April 2013, GBO, LLC, a Delaware limited liability company, ("GBO") was formed pursuant to an agreement with GVK Biosciences Private Limited, a private limited company located in India, ("GVK") to collaborate and develop two programs using the Company's technology platform. The two preclinical programs sublicensed to GBO have not been developed to clinical stage as initially hoped, and the Company is in discussions with GVK regarding the future of GBO. On May 31, 2016, the Company amended its certificate of incorporation to effect a 1 for 10 reverse stock split of its common stock and to decrease the number of authorized shares of common stock from 75,000,000 to 25,000,000. Liquidity The Company has incurred recurring operating losses since inception. For the year ended December 31, 2017, the Company incurred a net loss of $24,092,000 and as of December 31, 2017 the Company had generated an accumulated deficit of $362,316,000. The Company anticipates operating losses to continue for the foreseeable future due to, among other things, costs related to research, development of its product candidates and its preclinical programs, strategic alliances and its administrative organization. At December 31, 2017, the Company had cash and cash equivalents of $4,024,000. The Company will require substantial additional financing to fund its operations and to continue to execute its strategy. These conditions raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that the financial statements are issued. From its inception through July 2013, the Company raised significant capital through the issuance of ten series of preferred stock. On July 30, 2013, the Company completed its initial public offering (the "IPO") of 594,167 shares of the Company's common stock, par value $0.01 per share ("Common Stock"), at a price of $150.00 per share. The Company received net proceeds of $79,811,000 from the sale, net of underwriting discounts and commissions and other offering expenses. Immediately prior to the consummation of the IPO, all outstanding shares of preferred stock automatically converted into shares of Common Stock at the applicable conversion ratio then in effect. In October 2015 the Company entered into a purchase agreement with Lincoln Park Capital Fund, LLC ("Lincoln Park"). Upon execution of this purchase agreement, Lincoln Park purchased 84,676 shares of the Company's Common Stock for $1,500,000. Subject to the terms and conditions of the purchase agreement, including the effectiveness of a registration statement covering the resale of the shares, the Company may sell additional shares of its Common Stock, having an aggregate offering price of up to $15,000,000 to Lincoln Park from time to time until December 1, 2018. On January 5, 2016, the Company entered into a securities purchase agreement with an institutional investor providing for the issuance and sale by the Company of 193,684 shares of the Company's Common Stock and warrants to purchase 96,842 shares of the Company's Common Stock for aggregate net proceeds of $1.6 million (See Note 18) On July 29, 2016 the Company closed on a rights offering of units of common stock and warrants. The Company issued 3,599,786 shares of common stock, 3,192,022 tradable warrants and 656,400 pre-funded warrants in connection with the rights offering. Net proceeds were approximately $15.8 million. (See Note 18) On April 26, 2017 the Company closed on an underwritten public offering of 2,476,190 shares of Common Stock. On May 17, 2017, the Company sold an additional 363,580 shares as a result of the underwriter's exercise of its over-allotment option. Net proceeds from these transactions were approximately $5.3 million. (See Note 18) On November 14, 2017 the Company closed on a registered direct offering to select accredited investors of 920,000 shares of common stock. Net proceeds were approximately $1.1 million. (See Note 18) On February 12, 2018 the Company closed on an offering of units of common stock and warrants. The Company issued 7,005,000 shares of common stock, pre-funded warrants to purchase 2,942,500 share of common stock, and preferred stock warrants to purchase 1,044,487.5 shares of Series A convertible preferred stock. Each share of Series A convertible preferred stock is convertible into ten shares of common stock. Net proceeds were approximately $8.7 million. (See Note 19) The Company has and may continue to delay, scale-back, or eliminate certain of its research and development activities and other aspects of its operations until such time as the Company is successful in securing additional funding. The Company is exploring various dilutive and non-dilutive sources of funding, including equity financings, strategic alliances, business development and other sources. The future success of the Company is dependent upon its ability to obtain additional funding. There can be no assurance, however, that the Company will be successful in obtaining such funding in sufficient amounts, on terms acceptable to the Company, or at all. The Company currently anticipates that current cash and cash equivalents will be sufficient to meet its anticipated cash requirements into the third quarter of 2018. Accordingly, management has concluded that substantial doubt exists with respect to the Company's ability to continue as a going concern within one year after the date that these financial statements are issued. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States ("GAAP"). The financial statements include the consolidated accounts of the Company, its wholly-owned subsidiary, Onconova Europe GmbH, and GBO. All significant intercompany transactions have been eliminated. All common stock, equity, share and per share amounts in the financial statements and notes have been retroactively adjusted to reflect a one-for-ten reverse stock split which was effective May 31, 2016. Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one segment, which is the identification and development of oncology therapeutics. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, other comprehensive income and related disclosures. On an ongoing basis, management evaluates its estimates, including estimates related to clinical trial accruals, warrant liability, and allocation of consideration for revenue recognition. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results may differ from those estimates or assumptions. Concentrations of Credit Risk and Off-Balance Sheet Risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents. The Company maintains a portion of its cash and cash equivalent balances in the form of money market accounts with financial institutions that management believes are creditworthy. The Company has no financial instruments with off-balance sheet risk of loss. Cash and Cash Equivalents The Company considers all highly liquid investments with original or remaining maturity from the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents include bank demand deposits, marketable securities with maturities of three months or less at purchase, and money market funds that invest primarily in certificates of deposit, commercial paper and U.S. government and U.S. government agency obligations. Cash equivalents are reported at fair value. Fair Value of Financial Instruments The carrying amounts reported in the accompanying consolidated financial statements for cash and cash equivalents, accounts payable, and accrued liabilities approximate their respective fair values because of the short-term nature of these accounts. The fair value of the warrant liability is discussed in Note 8, "Fair Value Measurements." Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the useful life of the asset or the lease term, whichever is shorter. Maintenance and repairs are expensed as incurred. The following estimated useful lives were used to depreciate the Company's assets: Estimated Useful Life Lab equipment 5 - 6 years Software 3 years Computer and office equipment 5 - 6 years Leasehold improvements Shorter of the lease term or estimated useful life Upon retirement or sale, the cost of the disposed asset and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized. The Company reviews long-lived assets for impairment when events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Recoverability is measured by comparison of the assets' book value to future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book value of the assets exceeds their fair value, which is measured based on the projected discounted future net cash flows generated from the assets. No impairment losses have been recorded through December 31, 2017. Warrant Accounting Common stock warrants are accounted for in accordance with applicable accounting guidance provided in ASC Topic 815, Derivatives and Hedging—Contracts in Entity's Own Equity (ASC Topic 815), as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreement. (See Note 4). The Company's warrants that are classified as liabilities are recorded at fair value. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of change in fair value of warrant liability in the consolidated statements of operations. The Company has both tradable and non-tradable warrants. At December 31, 2017, the tradable warrants are classified as level 1 liabilities and the Company uses the Nasdaq quoted market price to estimate the fair value of the related derivative warrant liability. The non-tradable warrants are classified as level 3 liabilities and the Company uses the Black-Scholes pricing model to estimate the fair value of the related derivative warrant liability. (See Note 8 for a discussion of the fair value hierarchy). Foreign Currency Translation The reporting currency of the Company and its U.S. subsidiaries is the U.S. dollar. The functional currency of the Company's non-U.S. subsidiary is the local currency. Assets and liabilities of the foreign subsidiary are translated into U.S. dollars based on exchange rates at the end of the period. Revenues and expenses are translated at average exchange rates during the reporting period. Gains and losses arising from the translation of assets and liabilities are included as a component of accumulated other comprehensive income. Gains and losses resulting from foreign currency transactions are reflected within the Company's results of operations. The Company has not utilized any foreign currency hedging strategies to mitigate the effect of its foreign currency exposure. Revenue Recognition The Company's revenue is generated primarily through collaborative research and license agreements. The terms of these agreements contain multiple deliverables which may include (i) licenses, (ii) research and development activities, (iii) participation in joint steering committees and (iv) product supply. The terms of these agreements may include nonrefundable upfront license fees, payments for research and development activities, payments based upon the achievement of certain milestones, royalty payments based on product sales derived from the collaboration, and payments for supplying product. In all instances, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, delivery has occurred or the services have been rendered, collectability of the resulting receivable is reasonably assured, and the Company has fulfilled its performance obligations under the contract. For arrangements with multiple elements, the Company recognizes revenue in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") No. 2009-13, Multiple-Deliverable Revenue Arrangements ("ASU 2009-13"), which provides guidance for separating and allocating consideration in a multiple element arrangement. The selling prices of deliverables under an arrangement may be derived using third-party evidence ("TPE"), or a best estimate of selling price ("BESP"), if vendor-specific objective evidence of selling price ("VSOE") is not available. The objective of BESP is to determine the price at which the Company would transact a sale if the element within the license agreement was sold on a standalone basis. Establishing BESP involves management's judgment and considers multiple factors, including market conditions and company-specific factors, including those factors contemplated in negotiating the agreements, as well as internally developed models that include assumptions related to market opportunity, discounted cash flows, estimated development costs, probability of success and the time needed to commercialize a product candidate pursuant to the license. In validating the BESP, management considers whether changes in key assumptions used to determine the BESP will have a significant effect on the allocation of the arrangement consideration between the multiple deliverables. The Company may use third-party valuation specialists to assist it in determining BESP. Deliverables under the arrangement are separate units of accounting if (i) the 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 within the Company's control. The arrangement consideration that is fixed or determinable at the inception of the arrangement is allocated to the separate units of accounting based on their relative selling prices. The appropriate revenue recognition model is applied to each element and revenue is accordingly recognized as each element is delivered. Management exercises significant judgment in determining whether a deliverable is a separate unit of accounting. In determining the separate units of accounting, the Company evaluates whether the license has standalone value to the collaborator based on consideration of the relevant facts and circumstances for each arrangement. Factors considered in this determination include the research and development capabilities of the collaborator and the availability of relevant research expertise in the marketplace. In addition, the Company considers whether or not (i) the collaborator could use the license for its intended purpose without the receipt of the remaining deliverables, (ii) the value of the license was dependent on the undelivered items and (iii) the collaborator or other vendors could provide the undelivered items. Under a collaborative research and license agreement, a steering committee is typically responsible for overseeing the general working relationships, determining the protocols to be followed in the research and development performed and evaluating the results from the continued development of the product. The Company evaluates whether its participation in joint steering committees is a substantive obligation or whether the services are considered inconsequential or perfunctory. The factors the Company considers in determining if its participation in a joint steering committee is a substantive obligation include: (i) which party negotiated or requested the steering committee, (ii) how frequently the steering committee meets, (iii) whether or not there are any penalties or other recourse if the Company does not attend the steering committee meetings, (iv) which party has decision making authority on the steering committee and (v) whether or not the collaborator has the requisite experience and expertise associated with the research and development of the licensed intellectual property. Whenever the Company determines that an element is delivered over a period of time, revenue is recognized using either a proportional performance model, if a pattern of performance can be determined or a straight-line model over the period of performance, which is typically the research and development term. Progress achieved under the Company's various clinical research organization contracts are typically used as the measure of performance when applying the proportional performance method. At the end of each reporting period, the Company reassesses its cumulative measure of performance and makes appropriate adjustments, if necessary. The Company recognizes revenue using the proportional performance model whenever the Company is able to make reasonably reliable estimates of the level of effort required to complete its performance obligations under an arrangement. Revenue recognized under the proportional performance model at each reporting period is determined by multiplying the total expected payments under the contract (excluding royalties and payments contingent upon achievement of milestones) by the ratio of the level of effort incurred to date to the estimated total level of effort required to complete the performance obligations under the arrangement. Revenue is limited to the lesser of the cumulative amount of payments received or the cumulative amount of revenue earned, as determined using the proportional performance model as of each reporting period. Alternatively, if the Company is not able to make reasonably reliable estimates of the level of effort required to complete its performance obligations under an arrangement, then revenue under the arrangement is recognized on a straight-line basis over the period expected to be required to complete the Company's performance obligations. Incentive milestone payments may be triggered either by the results of the Company's research efforts or by events external to it, such as regulatory approval to market a product or attaining agreed-upon sales levels. Consideration that is contingent upon achievement of a milestone is recognized in its entirety as revenue in the period in which the milestone is achieved, but only if the consideration earned from the achievement of a milestone meets all the criteria for the milestone to be considered substantive at the inception of the arrangement. For a milestone to be considered substantive, the consideration earned by achieving the milestone must (i) be commensurate with either the Company's performance to achieve the milestone or the enhancement of the value of the item delivered as a result of a specific outcome resulting from the Company's performance to achieve the milestone, (ii) relate solely to past performance and (iii) be reasonable relative to all deliverables and payment terms in the collaboration agreement. For events for which the occurrences are contingent solely upon the passage of time or are the result of performance by a third party, the contingent payments will be recognized as revenue when payments are earned, the amounts are fixed and determinable and collectability is reasonably assured. Royalties are recorded as earned in accordance with the contract terms when third party sales can be reliably measured and collectability is reasonably assured. Research and Development Expenses Research and development costs are charged to expense as incurred. These costs include, but are not limited to, license fees related to the acquisition of in-licensed products; employee-related expenses, including salaries, benefits and travel; expenses incurred under agreements with contract research organizations and investigative sites that conduct clinical trials and preclinical studies; the cost of acquiring, developing and manufacturing clinical trial materials; facilities, depreciation and other expenses, which include direct and allocated expenses for rent and maintenance of facilities, insurance and other supplies; and costs associated with preclinical activities and regulatory operations. Costs for certain development activities, such as clinical trials, are recognized based on an evaluation of the progress to completion of specific tasks using data such as patient enrollment, clinical site activations, or information provided to the Company by its vendors with respect to their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the consolidated financial statements as prepaid or accrued research and development expense, as the case may be. Comprehensive Loss Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Income Taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. The deferred tax asset primarily includes net operating loss and tax credit carry forwards, accrued expenses not currently deductible and the cumulative temporary differences related to certain research and patent costs, which have been charged to expense in the accompanying statements of operations but have been recorded as assets for income tax purposes. The portion of any deferred tax asset for which it is more likely than not that a tax benefit will not be realized must then be offset by recording a valuation allowance. A full valuation allowance has been established against all of the deferred tax assets (see Note 9, "Income Taxes"), as it is more likely than not that these assets will not be realized given the Company's history of operating losses. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not to be sustained upon examination based on the technical merits of the position. The amount for which an exposure exists is measured as the largest amount of benefit determined on a cumulative probability basis that the Company believes is more likely than not to be realized upon ultimate settlement of the position. Stock-Based Compensation Expense The Company applies the provisions of FASB Accounting Standards Codification ("ASC") Topic 718, Compensation—Stock Compensation ("ASC 718"), which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and non-employees, including employee stock options. At certain times throughout the Company's history, the chairman of the Company's board of directors, who is also a significant stockholder of the Company (the "Significant Holder"), afforded option holders the opportunity for liquidity in transactions in which options were exercised and the shares of Common Stock issued in connection therewith were simultaneously purchased by the Significant Holder (each, a "Purchase Transaction") (See Note 10). Because the Company had established a pattern of providing cash settlement alternatives for option holders, the Company accounted for its stock-based compensation awards as liability awards. The Company measured liability awards based on the award's intrinsic value on the grant date and then re-measured them at each reporting date until the date of settlement. Compensation expense was recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. Compensation expense for each period until settlement was based on the change in intrinsic value (or a portion of the change in intrinsic value, depending on the percentage of the requisite service that has been rendered at the reporting date). Changes in the intrinsic value of a liability that occur after the end of the requisite service period were considered compensation expense in the period in which the changes occur. On April 23, 2013, the Company distributed a notification letter to all equity award holders under the 2007 Plan advising them that Purchase Transactions would no longer occur, unless, at the time of a Purchase Transaction, the option holder has held the Common Stock issued upon exercise of options for a period of greater than six months prior to selling such Common Stock to the Significant Holder and that any such sale to the Significant Holder would be at the fair value of the Common Stock on the date of such sale. Based on these new criteria for Purchase Transactions, the Company remeasured options outstanding under the 2007 Plan as of April 23, 2013 to their intrinsic value and reclassified such options from liabilities to stockholders' deficit within the Company's consolidated balance sheets, which amounted to $14,482,000. The remaining expense for these options was recognized on a straight-line basis over the remaining requisite service period. During the year ended December 31, 2016, the remaining $244,000 of expense related to these options was recognized and as of December 31, 2017 and 2016, there was no unrecognized compensation expense related to these unvested awards. Share-based payment transactions with employees, including grants of employee stock options, are recognized as compensation expense over the requisite service period based on their estimated fair values. ASC 718 also requires significant judgment and the use of estimates, particularly surrounding Black-Scholes assumptions such as stock price volatility over the option term and expected option lives, as well as expected option forfeiture rates, to estimate the grant date fair value of equity-based compensation and requires the recognition of the fair value of stock compensation in the statement of operations. Clinical Trial Expense Accruals As part of the process of preparing its financial statements, the Company is required to estimate its expenses resulting from its obligations under contracts with vendors, clinical research organizations and consultants and under clinical site agreements in connection with conducting clinical trials. The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. The Company's objective is to reflect the appropriate trial expenses in its financial statements by matching those expenses with the period in which services are performed and efforts are expended. The Company accounts for these expenses according to the progress of the trial as measured by patient progression and the timing of various aspects of the trial. The Company determines accrual estimates through financial models taking into account discussion with applicable personnel and outside service providers as to the progress or state of consummation of trials, or the services completed. During the course of a clinical trial, the Company adjusts its clinical expense recognition if actual results differ from its estimates. The Company makes estimates of its accrued expenses as of each balance sheet date based on the facts and circumstances known to it at that time. The Company's clinical trial accruals are dependent upon the timely and accurate reporting of contract research organizations and other third-party vendors. Although the Company does not expect its estimates to be materially different from amounts actually incurred, its understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in it reporting amounts that are too high or too low for any particular period. For the years ended December 31, 2017 and 2016, there were no material adjustments to the Company's prior period estimates of accrued expenses for clinical trials. Collaboration Arrangements A collaboration arrangement is defined as a contractual arrangement that has or may have significant financial milestones associated with success-based development, which include certain arrangements the Company has entered into regarding the research and development, manufacture and/or commercialization of products and product candidates. These collaborations generally provide for non-refundable, upfront license fees, research and development and commercial performance milestone payments, cost sharing and royalty payments. The collaboration agreements with third-parties are performed on a "best efforts" basis with no guarantee of either technological or commercial success. The Company evaluates whether an arrangement is a collaboration arrangement at its inception based on the facts and circumstances specific to the arrangement. The Company reevaluates whether an arrangement qualifies or continues to qualify as a collaboration arrangement whenever there is a change in the anticipated or actual ultimate commercial success of the endeavor. See Note 15, "License and Collaboration Agreements," for a discussion of the Company's arrangements with Baxalta and SymBio. Basic and Diluted Net Loss Per Share of Common Stock Basic net loss per share of common stock is computed by dividing net loss applicable to common stockholders by the weighted-average number of shares of Common Stock outstanding during the period, excluding the dilutive effects of stock options and warrants. Diluted net loss per share of common stock is computed by dividing the net loss applicable to common stockholders by the sum of the weighted-average number of shares of Common Stock outstanding during the period plus the potential dilutive effects of stock options and warrants outstanding during the period calculated in accordance with the treasury stock method, but are excluded if their effect is anti-dilutive. Because the impact of these items is anti-dilutive during periods of net loss, there was no difference between basic and diluted net loss per share of Common Stock for the years ended December 31, 2017 and 2016. Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers" (ASU 2014-09) and has subsequently issued a number of amendments to ASU 2014-09. The new standard, as amended, provides a single comprehensive model to be used in the accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific guidance. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (the full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective method). The guidance was effective for interim and annual periods beginning on or after December 15, 2017. Early adoption was permitted but not before December 15, 2016. The Company adopted the new standard effective January 1, 2018 under the modified retrospective method. During the fourth quarter of 2017, the Company substantially completed its assessment of the impact that this new standard will have on its consolidated financial statements. Preliminarily, the Company does not expect the implementation of ASU 2014-09 to have a material quantitative impact on its consolidated financial statements as the timing of revenue recognition under the Company's current license agreements is not expected to significantly change. The finalization of the Company's assessment may result in significant changes to estimates that may materially impact the preliminary estimate of the cumulative effect. The adoption of the new guidance will also result in some additional disclosures. In August 2014, the FASB issued guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity's ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity's ability to continue as a going concern. The guidance applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Company adopted the new guidance as of December 31, 2016. Based on its current cash position and an evaluation of expected future net cash outflows the Company has determined there is substantial doubt about its ability to continue as a going concern (See Note 1). In February 2016, the FASB issued guidance which supersedes much of the current guidance for leases. The new standard requires lessees to recognize a right-of-use asset and a lease liability on their balance sheets for all the leases with terms greater than twelve months. Based on certain criteria, leases will be classified as either financing or operating, with classification affecting the pattern of expense recognition in the income statement. For leases with a term of twelve months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients primarily focused on leases that commenced before the effective date of the new guidance, including continuing to account for leases that commence before the effective date in accordance with previous guidance, unless the lease is modified. The Company is evaluating the impact of the adoption of the standard on its consolidated financial statements. In March 2016, the FASB issued guidance that addresses the income tax effects of stock-based payments and eliminates the windfall pool concept, as all of the tax effects related to stock-based payments will now be recorded at settlement (or expiration) through the income statement. The new guidance also permits entities to make an accounting policy election for the impact of forfeitures on the recognition of expense for stock-based payment awards. Forfeitures can be estimated or recognized when they occur. The standard was effective for annual periods beginning after December 15, 2016 and interim periods within that reporting period. Early adoption was permitted in any interim or annual period, with any adjustment reflected as of the beginning of the fiscal year of adoption. The Company adopted the new guidance as of January 1, 2017. The adoption did not have a material impact on the Company's consolidated financial statements and related disclosures. In November 2016, the FASB issued guidance requiring that amounts generally described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The guidance is effective for interim and annual periods beginning in 2018 and should be applied using a retrospective transition method to each period presented. Early adoption is permitted. The Company adopted this guidance effective December 31, 2017. Restricted Cash was $50,000 at December 31 2017, 2016 and 2015. The adoption did not have a material impact on the Company's consolidated financial statements and related disclosures. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property and Equipment | |
Property and Equipment | 3. Property and Equipment Property and equipment and related accumulated depreciation are as follows: December 31, 2017 2016 Laboratory equipment $ $ Software Computer and office equipment Leasehold improvements ​ ​ ​ ​ ​ ​ ​ ​ Less accumulated depreciation ) ) ​ ​ ​ ​ ​ ​ ​ ​ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization expense was $88,000 and $96,000 for the years ended December 31, 2017 and 2016, respectively. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2017 | |
Warrants | |
Warrants | 4. Warrants Common stock warrants are accounted for in accordance with applicable accounting guidance provided in ASC Topic 815, Derivatives and Hedging—Contracts in Entity's Own Equity (ASC Topic 815), as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreement. Some of the Company's warrants are classified as liabilities because in certain circumstances they could require cash settlement. Warrants outstanding at December 31, 2016 and 2017, and warrant activity for the year ended December 31, 2017 is as follows: Description Classification Exercise Expiration Balance Warrants Warrants Warrants Balance Non-tradable warrants Liability $ July 2021 — — — Tradable warrants Liability $ July 2021 — — — Non-tradable pre-funded warrants Equity $ July 2023 — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Net Loss Per Share of Common St
Net Loss Per Share of Common Stock | 12 Months Ended |
Dec. 31, 2017 | |
Net Loss Per Share of Common Stock | |
Net Loss Per Share of Common Stock | 5. Net Loss Per Share of Common Stock The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31, 2017 and 2016: Year ended December 31, 2017 2016 Basic and diluted net loss per share of common stock: Net loss attributable to Onconova Therapeutics, Inc $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares of common stock outstanding ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss per share of common stock—basic and diluted $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The following potentially dilutive securities outstanding at December 31, 2017 and 2016 have been excluded from the computation of diluted weighted average shares outstanding, as they would be antidilutive: December 31, 2017 2016 Warrants Stock options ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2017 | |
Revenue | |
Revenue | 6. Revenue The Company recognized revenue under its funding, license and collaboration agreements with Baxalta and SymBio as follows: Year ended December 31, 2017 2016 Baxalta $ — $ SymBio ​ ​ ​ ​ ​ ​ ​ ​ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ See Note 14, "Research Agreements," and Note 15, "License and Collaboration Agreements," for a further discussion of the agreements with Baxalta and SymBio. |
Balance Sheet Detail
Balance Sheet Detail | 12 Months Ended |
Dec. 31, 2017 | |
Balance Sheet Detail | |
Balance Sheet Detail | 7. Balance Sheet Detail Prepaid expenses and other current assets are as follows: December 31, 2017 2016 Research and development $ $ Manufacturing Insurance Other ​ ​ ​ ​ ​ ​ ​ ​ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accrued expenses and other current liabilities are as follows: December 31, 2017 2016 Research and development $ $ Employee compensation Professional fees Other — ​ ​ ​ ​ ​ ​ ​ ​ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Measurements | |
Fair Value Measurements | 8. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes a valuation hierarchy for disclosure of the inputs to the valuations used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company's own assumptions used to measure assets and liabilities at fair value. A financial asset or liability's classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. On January 5, 2016, the Company entered into a securities purchase agreement (the "Securities Purchase Agreement") with an institutional investor providing for the issuance and sale by the Company of 193,684 shares of the Company's Common Stock, at a purchase price of $9.50 per share and warrants to purchase up to 96,842 shares of the Company's Common Stock (the "Warrants") for aggregate gross proceeds of $1,840,000 (see Note 18). The Company has classified the warrants as a liability (see Note 4). The fair value was estimated using the Black-Scholes pricing model. On July 29, 2016 the Company closed on a Rights Offering, issuing 3,599,786 shares of Common Stock, 3,192,022 Tradable Warrants and 656,400 Pre-Funded Warrants. The Tradable Warrants are exercisable for a period of five years for one share of Common Stock at an exercise price of $4.92 per share. After the one-year anniversary of issuance, the Company may redeem the Tradable Warrants for $0.001 per Tradable Warrant if the volume weighted average price of its Common Stock is above $12.30 for each of 10 consecutive trading days (see Note 18). The Company has classified the Tradable Warrants as a liability (see Note 4). The Tradable Warrants have been listed on the NASDAQ Capital Market since issuance and the Company regularly monitors the trading activity. During the period from issuance on July 29, 2016 through March 31, 2017 the Company determined that trading volume was insufficient to use the NASDAQ Capital Market value to determine the fair value of the warrant liability. The fair value was estimated using the Black-Scholes pricing model. During the quarter ended June 30, 2017, the Company determined that an active and orderly market for the Tradable Warrants had developed and that the NASDAQ Capital Market price was the best indicator of fair value of the warrant liability. Consequently, the Company changed its valuation technique from the Black-Scholes pricing model to the quoted market price, effective April 1, 2017. The change in valuation technique resulted in a reclassification of the liability within the valuation hierarchy form Level 3 to Level 1. The quoted market price was also used to determine the fair value at December 31, 2017. The Company estimated the fair value of the non-tradable warrant liability at December 31, 2017, using the Black-Scholes option pricing model with the following weighted-average assumptions: Risk-free interest rate 2.09% Expected volatility 75.47% Expected term 3.53 years Expected dividend yield 0% Expected volatility is based on the historical volatility of the Company's common stock since its IPO in July 2013. The following fair value hierarchy table presents information about the Company's financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2017 and 2016: Fair Value Measurement as of: December 31, 2017 December 31, 2016 Level 1 Level 2 Level 3 Balance Level 1 Level 2 Level 3 Balance Tradable warrants liability $ $ — $ — $ $ — $ — $ $ Non-tradable warrants liability — — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ — $ $ $ — $ — $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The following table presents a reconciliation of the Company's liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the years ended December 31, 2017 and 2016: Warrant Liability Balance at December 31, 2015 $ — Issuance of warrants ​ ​ ​ ​ ​ Change in fair value upon re-measurement ) ​ ​ ​ ​ ​ Balance at December 31, 2016 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reclassification of tradable warrants to Level 1 $ ) Change in fair value upon re-measurement ​ ​ ​ ​ ​ Balance at December 31, 2017 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ There were no transfers between Level 1 and Level 2 in any of the periods reported. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes | |
Income Taxes | 9. Income Taxes The Company accounts for income taxes under FASB ASC 740 ("ASC 740"). Deferred income tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities, which are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Income taxes have been based on the following income (loss) before income tax expense: December 31, 2017 2016 Domestic $ ) $ ) Foreign ​ ​ ​ ​ ​ ​ ​ ​ $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The provision for income taxes consists of the following: December 31, 2017 2016 Current US Federal $ — $ — State and Local — — Foreign ​ ​ ​ ​ ​ ​ ​ ​ Total Current $ $ ​ ​ ​ ​ ​ ​ ​ ​ Deferred US Federal $ — $ — State and Local — — Foreign — — ​ ​ ​ ​ ​ ​ ​ ​ Total Deferred $ — $ — ​ ​ ​ ​ ​ ​ ​ ​ Total Expense (Benefit) $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2017, the Company had federal net operating loss ("NOL") carry forwards of $210,529,000, state NOL carry forwards of $169,672,000 and research and development tax credit carry forwards of $79,725,000, which are available to reduce future taxable income. The federal NOL and tax credit carry forwards will begin to expire at various dates starting in 2022. The state NOL carry forwards will begin to expire at various dates starting in 2025. The NOL carry forwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. NOL and tax credit carry forwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, as well as similar state tax provisions. This could limit the amount of NOLs that the Company can utilize annually to offset future taxable income or tax liabilities. The amount of the annual limitation, if any, will be determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company's reserves related to taxes are based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is more likely than not to be realized. The Company recognized no material adjustment for unrecognized income tax benefits. Through December 31, 2017, the Company had no unrecognized tax benefits or related interest and penalties accrued. The principal components of the Company's deferred tax assets are as follows: December 31, 2017 2016 Deferred tax assets: Net operating loss carryovers $ $ R&D tax credits Non-qualified stock options Deferred revenue Charitable contributions Accrued expenses Fixed assets ​ ​ ​ ​ ​ ​ ​ ​ Deferred tax assets Less valuation allowance ) ) ​ ​ ​ ​ ​ ​ ​ ​ Net deferred tax assets $ — $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. After consideration of all the evidence, both positive and negative, the Company has recorded a full valuation allowance against its deferred tax assets at December 31, 2017 and 2016, respectively. The Company experienced a net change in valuation allowance of $(13,434,000) and $8,738,000 for the years ended December 31, 2017 and 2016, respectively. A reconciliation of income tax (expense) benefit at the statutory federal income tax rate and income taxes as reflected in the financial statements is as follows: December 31, 2017 2016 Federal income tax expense at statutory rate % % Permanent items ) ) Effect of Tax Act ) — State income tax, net of federal benefit ) Tax credits Provision to return — ) Change in valuation allowance ) Other — ​ ​ ​ ​ ​ ​ ​ ​ Effective income tax rate )% )% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ On December 22, 2017, H.R. 1 (also, known as the Tax Cuts and Jobs Act (the "Act")) was signed into law. Among its numerous changes to the Internal Revenue Code, the Act reduces U.S. federal corporate tax rate from 34% to 21% and imposes a one-time transition tax on unrepatriated earnings of foreign subsidiaries. As a result, the Company believes that the most significant impact on its consolidated financial statements will be reduction of approximately $28.1 million for the deferred tax assets related to net operating losses and other assets. Such reduction is offset by changes to the Company's valuation allowance. The one-time mandatory transition tax on accumulated foreign earnings resulted in a provisional amount of income of $115,000 for the Company, which the company is offsetting with its net operating loss. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Stock-Based Compensation | |
Stock-Based Compensation | 10. Stock-Based Compensation In January 2008, the board of directors approved the 2007 Equity Compensation Plan (the "2007 Plan"), which amended, restated and renamed the Company's 1999 Stock Based Compensation Plan (the "1999 Plan"), which provided for the granting of incentive and nonqualified stock options and restricted stock to its employees, directors and consultants at the discretion of the board of directors. Further, in July 2013, the Company's board of directors and stockholders approved the 2013 Equity Compensation Plan (the "2013 Plan"), which amended, restated and renamed the 2007 Plan. Under the 2013 Plan, the Company may grant incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, deferred share awards, performance awards and other equity-based awards to employees, directors and consultants. The Company initially reserved 610,783 shares of Common Stock for issuance, subject to adjustment as set forth in the 2013 Plan. The 2013 Plan includes an evergreen provision, pursuant to which the maximum aggregate number of shares that may be issued under the 2013 Plan is increased on the first day of each fiscal year by the lesser of (a) a number of shares equal to four percent (4%) of the issued and outstanding Common Stock of the Company, without duplication, (b) 200,000 shares and (c) such lesser number as determined by the Company's board of directors, subject to specified limitations. At December 31, 2017, there were 57,632 shares available for future issuance. Stock-based compensation expense includes stock options granted to employees and non-employees and has been reported in the Company's statements of operations and comprehensive loss in either research and development expenses or general and administrative expenses depending on the function performed by the optionee. No net tax benefits related to the stock-based compensation costs have been recognized since the Company's inception. The Company recognized stock-based compensation expense as follows for years ended December 31, 2017 and 2016: Year ended December 31, 2017 2016 General and administrative $ $ Research and development ​ ​ ​ ​ ​ ​ ​ ​ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ A summary of stock option activity for the year ended December 31, 2017 is as follows: Options Outstanding Shares Number of Weighted- Weighted Aggregate Balance, December 31, 2016 $ $ Authorized — Granted ) $ Exercised — — $ — Forfeitures ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, December 31, 2017 $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Vested or expected to vest, December 31, 2017 $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercisable at December 31, 2017 $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The intrinsic value of options exercised during the years ended December 31, 2017 and 2016 was $0. The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company's common stock for those awards that have an exercise price currently below the closing price. Information with respect to stock options outstanding and exercisable at December 31, 2017 is as follows: Exercise Price Shares Exercisable $1.51 - $6.50 $14.80 - $15.00 $23.20 - $39.80 $43.40 - $75.30 $132.80 - $151.20 $277.10 - $291.40 ​ ​ ​ ​ ​ ​ ​ ​ Options granted after April 23, 2013 The Company accounts for all stock-based payments made after April 23, 2013 to employees and directors using an option pricing model for estimating fair value. Accordingly, stock-based compensation expense is measured based on the estimated fair value of the awards on the date of grant, net of forfeitures. Compensation expense is recognized for the portion that is ultimately expected to vest over the period during which the recipient renders the required services to the Company using the straight-line single option method. In accordance with authoritative guidance, the fair value of non-employee stock based awards is re-measured as the awards vest, and the resulting increase in fair value, if any, is recognized as expense in the period the related services are rendered. The Company uses the Black-Scholes option-pricing model to estimate the fair value of stock options at the grant date. The Black-Scholes model requires the Company to make certain estimates and assumptions, including estimating the fair value of the Company's common stock, assumptions related to the expected price volatility of the Company's stock, the period during which the options will be outstanding, the rate of return on risk-free investments and the expected dividend yield for the Company's stock. As of December 31, 2017, there was $1,065,000 of unrecognized compensation expense related to the unvested stock options issued from April 24, 2013 through December 31, 2017, which is expected to be recognized over a weighted-average period of approximately 1.72 years. The weighted-average assumptions underlying the Black-Scholes calculation of grant date fair value include the following: Year ended December 31, 2017 2016 Risk-free interest rate 2.09% 1.49% Expected volatility 79.02% 78.7% Expected term 5.98 years 5.68 years Expected dividend yield 0% 0% Weighted average grant date fair value $1.76 $3.75 The weighted-average valuation assumptions were determined as follows: · Risk-free interest rate: The Company based the risk-free interest rate on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected option term. · Expected term of options: Due to its lack of sufficient historical data, the Company estimates the expected life of its employee stock options using the "simplified" method, as prescribed in Staff Accounting Bulletin (SAB) No. 107, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option. · Expected stock price volatility: Expected volatility is based on the historical volatility of the Company's common stock since its IPO in July 2013. · Expected annual dividend yield: The Company has never paid, and does not expect to pay dividends in the foreseeable future. Accordingly, the Company assumed an expected dividend yield of 0.0%. · Estimated forfeiture rate: The Company's estimated annual forfeiture rate on stock option grants was 4.14% in 2017 and 2016, based on the historical forfeiture experience. Options granted on or prior to April 23, 2013 At certain times throughout the Company's history, the chairman of the Company's board of directors, who is also a significant stockholder of the Company (the "Significant Holder"), has afforded option holders the opportunity for liquidity in transactions in which options were exercised and the shares of Common Stock issued in connection therewith were simultaneously purchased by the Significant Holder (each, a "Purchase Transaction"). Because the Company had established a pattern of providing cash settlement alternatives for option holders, the Company has accounted for its stock-based compensation awards as liability awards, the fair value of which is then re-measured at each balance sheet date. On April 23, 2013, the Company distributed a notification letter to all equity award holders under the Company's 2007 Equity Compensation Plan (the "2007 Plan") advising them that Purchase Transactions would no longer occur, unless, at the time of a Purchase Transaction, the option holder has held the Common Stock issued upon exercise of options for a period of greater than six months prior to selling such Common Stock to the Significant Holder and that any such sale to the Significant Holder would be at the fair value of the Common Stock on the date of such sale. Based on these new criteria for Purchase Transactions, the Company remeasured options outstanding under the 2007 Plan as of April 23, 2013 to their intrinsic value and reclassified such options from liabilities to stockholders' deficit within the Company's consolidated balance sheets, which amounted to $14,482,000. As of December 31, 2017, there was no unrecognized compensation expense related to these awards. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2017 | |
Employee Benefit Plan | |
Employee Benefit Plan | 11. Employee Benefit Plan In October 2007, the Company established a 401(k) Retirement Savings Plan. Employees are eligible to participate in the plan as soon as they join the Company if they are at least 21 years of age and work a minimum of 1,000 hours per year. The Company matches $0.75 for every dollar of the first 6% of payroll that employees invest, up to the legal limit. Employer contributions vest immediately. For the years ended December 31, 2017 and 2016, the Company contributed $124,000 and $146,000, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies | |
Commitments and Contingencies | 12. Commitments and Contingencies Operating leases In January 2007, the Company entered into a lease for 8,100 square feet of office and lab space in Newtown, Pennsylvania, and in October 2009, the Company and the landlord amended the lease to add three additional one-year options to extend the lease term. In November 2013 the Company renewed the lease for the period April 1, 2014 to March 31, 2015, for rent of $11,000 per month. In December 2014 the Company renewed the lease for the period April 1, 2015 to March 31, 2016, for rent of $11,500 per month. In November 2015 the Company renewed the lease for the period April 1, 2016 to March 31, 2017, for rent of $11,900 per month. In September 2012, the Company sub-leased an additional 1,356 square feet of office space. The lease was renewed through February 28, 2017 for rent of $1,600 per month. In February 2017, the Company combined the leases and renewed the lease for the combined space for the period March 1, 2017 to February 28, 2018, for rent of $13,800 per month. The Company renewed the lease for the combined space for the period March 1, 2018 to February 28, 2019, for rent of $14,200 per month. Future minimum lease payments under these non-cancellable leases having terms in excess of one year as of December 31, 2017 are as follows: December 31, 2017 2018 $ 2019 ​ ​ ​ ​ ​ Total minimum lease payments $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net rent expense was $152,000 and $191,000 for the years ended December 31, 2017 and 2016, respectively. Employment agreements The Company has entered into employment agreements with certain of its executives. The agreements provide for, among other things, salary, bonus and severance payments. |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring | |
Restructuring | 13. Restructuring In February 2016, the Company, as part of its ongoing commitment to reduce costs and conserve cash implemented workforce reductions of 6 employees in February 2016 and an additional 6 employees in August 2016. Affected employees were offered severance pay in accordance with Company policy or, if applicable, their employment agreements. As part of the workforce reduction the Company terminated the employment of Ajay Bansal, the Company's Chief Financial Officer, and Thomas McKearn, M.D., Ph.D., the Company's President, Research & Development. Mr. Bansal and Dr. McKearn each departed in good standing with the Company and received severance benefits consistent with a termination "without cause" pursuant to his employment agreement and the Company has agreed to extend the post-termination exercise period of their outstanding option awards until February 12, 2018, in consideration for a customary general release. As a result of the workforce reductions, the Company recorded one-time severance-related charges totaling approximately $3.0 million, which included non-cash charges of approximately $1.4 million related to the accelerated vesting of the outstanding stock options for certain of the affected employees during the year ended December 31, 2016. |
Research Agreements
Research Agreements | 12 Months Ended |
Dec. 31, 2017 | |
Research Agreements | |
Research Agreements | 14. Research Agreements The Company has entered into various licensing and right-to-sublicense agreements with educational institutions for the exclusive use of patents and patent applications, as well as any patents that may develop from research being conducted by such educational institutions in the field of anticancer therapy, genes and proteins. Results from this research have been licensed to the Company pursuant to these agreements. Under one of these agreements with Temple University ("Temple"), the Company is required to make annual maintenance payments to Temple and royalty payments based upon a percentage of sales generated from any products covered by the licensed patents, with minimum specified royalty payments. As no sales had been generated through December 31, 2017 under the licensed patents, the Company has not incurred any royalty expenses related to this agreement. In addition, the Company is required to pay Temple a percentage of any sublicensing fees received by the Company. |
License and Collaboration Agree
License and Collaboration Agreements | 12 Months Ended |
Dec. 31, 2017 | |
License and Collaboration Agreements | |
License and Collaboration Agreements | 15. License and Collaboration Agreements Baxalta Agreement In September 2012, the Company entered into a development and license agreement with Baxter Healthcare SA, the predecessor in interest to Baxalta GmbH (together with its affiliates, "Baxalta"), pursuant to which the Company granted an exclusive, royalty-bearing license for the research, development, commercialization and manufacture (in specified instances) of rigosertib in all therapeutic indications in Europe. In accordance with this agreement, the Company received an upfront cash payment of $50,000,000 in 2012. On March 3, 2016, the Company received a notification of Baxalta's election to terminate the development and license agreement based on a strategic reprioritization review, effective August 30, 2016, at which time, the rights licensed to Baxalta reverted to the Company at no cost. Additionally, any rights the Company had to funding, pre-commercial milestone payments and royalties from Baxalta terminated in accordance with the agreement. Among other things, the Baxalta agreement contemplated development of rigosertib IV in higher-risk MDS patients, through the Company's ONTIME trial and, potentially, additional Phase 3 clinical trials. The ONTIME trial did not achieve its primary endpoint and the Company is continuing the development of rigosertib IV in higher-risk MDS patients through its INSPIRE trial. In accordance with the agreement, the Company elected to have Baxalta fund fifty percent of the costs of the INSPIRE trial, up to $15.0 million. The Company recorded revenue of $4,999,000 during the year ended December 31, 2016, related to Baxalta's funding of the INSPIRE trial. The funding from Baxalta terminated effective August 30, 2016. The Company has overall responsibility for the trial, including determination of the trial specifications, selection of third party service providers and payment for all services and materials. SymBio Agreement In July 2011, the Company entered into a license agreement with SymBio, as subsequently amended, granting SymBio an exclusive, royalty-bearing license for the development and commercialization of rigosertib in Japan and Korea. Under the SymBio license agreement, SymBio is obligated to use commercially reasonable efforts to develop and obtain market approval for rigosertib inside the licensed territory and the Company has similar obligations outside of the licensed territory. The Company has also entered into an agreement with SymBio providing for it to supply SymBio with development-stage product. Under the SymBio license agreement, the Company also agreed to supply commercial product to SymBio under specified terms that will be included in a commercial supply agreement to be negotiated prior to the first commercial sale of rigosertib. The supply of development-stage product and the supply of commercial product will be at the Company's cost plus a defined profit margin. Sales of development-stage product have been de minimis. The Company has additionally granted SymBio a right of first negotiation to license or obtain the rights to develop and commercialize compounds having a chemical structure similar to rigosertib in the licensed territory. Under the terms of the SymBio license agreement, the Company received an upfront payment of $7,500,000. The Company is eligible to receive milestone payments of up to an aggregate of $22,000,000 from SymBio upon the achievement of specified development and regulatory milestones for specified indications. Of the regulatory milestones, $5,000,000 is due upon receipt of marketing approval in the United States for rigosertib IV in higher-risk MDS patients, $3,000,000 is due upon receipt of marketing approval in Japan for rigosertib IV in higher-risk MDS patients, $5,000,000 is due upon receipt of marketing approval in the United States for rigosertib oral in lower-risk MDS patients, and $5,000,000 is due upon receipt of marketing approval in Japan for rigosertib oral in lower-risk MDS patients. Furthermore, upon receipt of marketing approval in the United States and Japan for an additional specified indication of rigosertib, which the Company is currently not pursuing, an aggregate of $4,000,000 would be due. In addition to these pre-commercial milestones, the Company is eligible to receive tiered milestone payments based upon annual net sales of rigosertib by SymBio of up to an aggregate of $30,000,000. Further, under the terms of the SymBio license agreement, SymBio will make royalty payments to the Company at percentage rates ranging from the mid-teens to 20% based on net sales of rigosertib by SymBio. Royalties will be payable under the SymBio agreement on a country-by-country basis in the licensed territory, until the later of the expiration of marketing exclusivity in those countries, a specified period of time after first commercial sale of rigosertib in such country, or the expiration of all valid claims of the licensed patents covering rigosertib or the manufacture or use of rigosertib in such country. If no valid claim exists covering the composition of matter of rigosertib or the use of or treatment with rigosertib in a particular country before the expiration of the royalty term, and specified competing products achieve a specified market share percentage in such country, SymBio's obligation to pay the Company royalties will continue at a reduced royalty rate until the end of the royalty term. In addition, the applicable royalties payable to the Company may be reduced if SymBio is required to pay royalties to third-parties for licenses to intellectual property rights necessary to develop, use, manufacture or commercialize rigosertib in the licensed territory. The license agreement with SymBio will remain in effect until the expiration of the royalty term. However, the SymBio license agreement may be terminated earlier due to the uncured material breach or bankruptcy of a party, or force majeure. If SymBio terminates the license agreement in these circumstances, its licenses to rigosertib will survive, subject to SymBio's milestone and royalty obligations, which SymBio may elect to defer and offset against any damages that may be determined to be due from the Company. In addition, the Company may terminate the license agreement in the event that SymBio brings a challenge against it in relation to the licensed patents, and SymBio may terminate the license agreement without cause by providing the Company with written notice within a specified period of time in advance of termination. The Company determined that the deliverables under the SymBio agreement include the exclusive, royalty-bearing, sublicensable license to rigosertib, the research and development services to be provided by the Company and its obligation to serve on a joint committee. The Company concluded that the license did not have standalone value to SymBio and was not separable from the research and development services, because of the uncertainty of SymBio's ability to develop rigosertib in the SymBio territory on its own and the uncertainty of SymBio's ability to sublicense rigosertib and recover a substantial portion of the original upfront payment of $7,500,000 paid by SymBio to the Company. The supply of rigosertib for SymBio's commercial requirements is contingent upon the receipt of regulatory approvals to commercialize rigosertib in Japan and Korea. Because the Company's commercial supply obligation was contingent upon the receipt of future regulatory approvals, and there were no binding commitments or firm purchase orders pending for commercial supply at or near the execution of the agreement, the commercial supply obligation is deemed to be contingent and is not valued as a deliverable under the SymBio agreement. If SymBio orders the supplies from the Company, the Company expects the pricing for this supply to equal its third-party manufacturing cost plus a pre-negotiated percentage, which will not result in a significant incremental discount to market rates. Due to the lack of standalone value for the license, research and development services, and joint committee obligation, the upfront payment is being recognized ratably using the straight line method through December 2027, the expected term of the agreement. The Company recognized revenues under this agreement of $454,000 and $455,000, for the years ended December 31, 2017 and 2016, respectively. In addition, the Company recognized revenues related to the supply agreement with Symbio in the amounts of $333,000 and $92,000 for the years ended December 31, 2017 and 2016, respectively. |
Preclinical Collaboration
Preclinical Collaboration | 12 Months Ended |
Dec. 31, 2017 | |
Preclinical Collaboration | |
Preclinical Collaboration | 16. Preclinical Collaboration GVK/GBO Agreement In December 2012, the Company agreed to form GBO, an entity owned by the Company and GVK. The purpose of GBO is to collaborate on and develop two programs through filing of an investigational new drug application and/or conducting proof of concept studies using the Company's technology platform. If a program failure occurs for one or both programs, the Company may contribute additional assets to GBO to establish a replacement program or programs. During 2013, GVK made an initial capital contribution of $500,000 in exchange for a 10% interest in GBO, and the Company made an initial capital contribution of a sublicense to all the intellectual property controlled by the Company related to the two specified programs in exchange for a 90% interest. Under the terms of the agreement, GVK may make additional capital contributions. The GVK percentage interest in GBO may change from the initial 10% to up to 50%, depending on the amount of its total capital contributions. During November 2014, GVK made an additional capital contribution of $500,000 which increased its interest in GBO to 17.5%. The Company evaluates its variable interests in GBO on a quarterly basis and has determined that it is the primary beneficiary. For thirty days following the 15-month anniversary of the commencement of either of the two programs, the Company will have an option to (i) cancel the license and (ii) purchase all rights in and to that program. There are three of these buy-back scenarios depending on the stage of development of the underlying assets. In addition, upon the occurrence of certain events, namely termination of the Company's participation in the programs either with or without a change in control, GVK will be entitled to purchase or obtain the Company's interest in GBO. GVK will have operational control of GBO and the Company will have strategic and scientific control. The two preclinical programs sublicensed to GBO have not been developed to clinical stage as initially hoped, and the Company is in discussions with GVK regarding the future of GBO. There was no activity in GBO during the years ended December 31, 2017 and 2016. HanX Biopharmaceuticals, Inc. In December 2017, the Company entered into a license and collaboration agreement with HanX Biopharmaceuticals, Inc. ("HanX"), a company focused on development of novel oncology products, for the further development, registration and commercialization in China of ON 123300. This compound has the potential to overcome the limitations of current generation CDK 4/6 inhibitors. Under the terms of the agreement, the Company will receive an upfront payment, regulatory and commercial milestone payments, as well as royalties on Chinese sales. The key feature of the collaboration is that HanX will provide all funding required for Chinese IND enabling studies performed for Chinese Food and Drug Administration IND approval. The Company and HanX also intend for these studies to comply with the FDA standards. Accordingly, such studies may be used by the Company for an IND filing with the FDA. The Company and HanX will oversee the IND enabling studies. The Company will maintain global rights outside of China. There was no activity or payments related to this agreement during the year ended December 31, 2017. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related-Party Transactions | |
Related-Party Transactions | 17. Related-Party Transactions The Company has entered into a research agreement, as subsequently amended, with the Mount Sinai School of Medicine ("Mount Sinai"), with which a member of its board of directors and a significant stockholder is affiliated. Mount Sinai is undertaking research on behalf of the Company on the terms set forth in the agreements. Mount Sinai, in connection with the Company, will prepare applications for patents generated from the research. Results from all projects will belong exclusively to Mount Sinai, but the Company will have an exclusive option to license any inventions. Payments to Mount Sinai under this research agreement for the years ended December 31, 2017 and 2016 were $351,000 and $548,000, respectively. At December 31, 2017 and 2016, the Company had $526,000 and $175,000 payable to Mount Sinai under this agreement. The Company has entered into a consulting agreement with a member of its board of directors, who is also a significant stockholder. The board member provides consulting services to the Company on the terms set forth in the agreement. Payments to this board member under this agreement for the years ended December 31, 2017 and 2016 were $132,000 and $131,000, respectively. At December 31, 2017 and December 31, 2016, the Company had $33,000 and $33,000, respectively, payable under this agreement. |
Securities Registrations and Sa
Securities Registrations and Sales Agreements | 12 Months Ended |
Dec. 31, 2017 | |
Securities Registrations and Sales Agreements | |
Securities Registrations and Sales Agreements | 18. Securities Registrations and Sales Agreements In October 2014, the Company entered into a sales agreement with Cantor Fitzgerald & Co. ("Cantor") to create an at-the-market equity program under which the Company from time to time was able to offer and sell shares of its Common Stock through Cantor. A registration statement (Form S-3 No. 333-199219), relating to the shares, which was filed with the SEC became effective on November 20, 2014. During the year ended December 31, 2015, 2,715,165 shares were sold under the Cantor sales agreement for net proceeds of $6,018,000. The Cantor sales agreement was terminated on January 5, 2016, and there were no sales of Common Stock under this program during the year ended December 31, 2016. On October 8, 2015, the Company entered into a purchase agreement, and a registration rights agreement (the "Registration Rights Agreement") with Lincoln Park. A registration statement (Form S-1 No. 333-207533), relating to the shares, which was filed with the SEC became effective on November 3, 2015. Subject to the terms and conditions of the purchase agreement, including the effectiveness of a registration statement covering the resale of the shares, the Company may sell additional shares of its Common Stock, having an aggregate offering price of up to $15,000,000 to Lincoln Park from time to time until December 1, 2018. Upon execution of the Lincoln Park purchase agreement, Lincoln Park made an initial purchase of 84,676 shares of the Company's Common Stock for $1,500,000. Subject to the terms and conditions of the purchase agreement, including the effectiveness of a registration statement covering the resale of the shares, the Company has the right to sell to and Lincoln Park is obligated to purchase up to an additional $15,000,000 of shares of Common Stock, subject to certain limitations, from time to time until December 1, 2018. The Company may direct Lincoln Park, at its sole discretion and subject to certain conditions, to purchase up to 10,000 shares of Common Stock on any business day, increasing to up to 25,000 shares depending upon the closing sale price of the Common Stock (such purchases, "Regular Purchases"). However, in no event shall a Regular Purchase be more than $1,000,000. The purchase price of shares of Common Stock related to the future funding will be based on the prevailing market prices of such shares at the time of sales. In addition, the Company may direct Lincoln Park to purchase additional amounts as accelerated purchases if on the date of a Regular Purchase the closing sale price of the Common Stock is not below the threshold price as set forth in the Purchase Agreement. The Company's sales of shares of Common Stock to Lincoln Park under the Purchase Agreement were limited to no more than the number of shares that would result in the beneficial ownership by Lincoln Park and its affiliates, at any single point in time, of more than 4.99% of the then-outstanding shares of the Common Stock, which limit increased to 9.99% on May 1, 2016. Pursuant to the terms of the Lincoln Park purchase agreement and to comply with the listing rules of the Nasdaq Stock Market, the number of shares issued to Lincoln Park thereunder shall not exceed 19.99% of the Company's shares outstanding on October 8, 2015 unless the approval of the Company's stockholders is obtained. This limitation shall not apply if the average price paid for all shares issued and sold under the purchase agreement is equal to or greater than $15.56. The Company is not required or permitted to issue any shares of Common Stock under the Lincoln Park purchase agreement if such issuance would breach the Company's obligations under the listing rules of the Nasdaq Stock Market. As consideration for entering into the purchase agreement, the Company issued to Lincoln Park 20,000 shares of Common Stock. Lincoln Park represented to the Company, among other things, that it was an "accredited investor" (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), and the Company sold the securities in reliance upon an exemption from registration contained in Section 4(2) under the Securities Act. The securities sold may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The net proceeds to the Company under the Lincoln Park purchase agreement will depend on the frequency and prices at which the Company may sell shares of Common Stock to Lincoln Park. The Company expects that the proceeds received from the initial purchase and any additional proceeds from future sales to Lincoln Park will be used to fund the development of the Company's clinical and preclinical programs, for other research and development activities and for general corporate purposes. On January 5, 2016, the Company entered into the Securities Purchase Agreement with an institutional investor providing for the issuance and sale by the Company of 193,684 shares of the Company's Common Stock, at a purchase price of $9.50 per share and warrants to purchase up to 96,842 shares of the Company's Common Stock for aggregate gross proceeds of $1,840,000. The Warrants will be exercisable from July 11, 2016 through July 11, 2021 at an exercise price of $11.50 per share of Common Stock, subject to customary adjustments. Net proceeds from the sale of the Common Stock and Warrants (not including any future proceeds from the exercise of the Warrants) were approximately $1,609,000 after deducting certain fees due to the placement agent and the Company's estimated transaction expenses. The net proceeds received by the Company from the transactions will be used to fund the development of the Company's clinical and preclinical programs, for other research and development activities and for general corporate purposes. The shares of Common Stock sold by the Company pursuant to the Securities Purchase Agreement were sold pursuant to an effective shelf registration statement on Form S-3, which was initially filed with the SEC on October 8, 2014 and subsequently declared effective on November 20, 2014 (File No. 333-199219). The Warrants were issued and sold without registration under the Securities Act in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws. Accordingly, the Warrants and the shares of Common Stock underlying the Warrants may not be offered or sold except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws. These warrants are classified as liabilities because under certain specific circumstances the warrants could require cash settlement. On July 8, 2016, the Company distributed to holders of its Common Stock and to holders of certain of outstanding warrants, at no charge, non-transferable subscription rights to purchase units. Each unit consisted of one share of Common Stock and 0.75 of a tradable warrant representing the right to purchase one share of Common Stock ("Tradeable Warrants"). The offering of units pursuant to the subscription rights is referred to as the "Rights Offering." On July 7, 2016, the Company entered into a dealer-manager agreement (the "Dealer-Manager Agreement") with Maxim Group LLC ("Maxim"), to engage Maxim as dealer-manager for the Rights Offering. In the Rights Offering, holders received 1.5 subscription rights for each share of Common Stock, or each share of Common Stock underlying participating warrants owned on the record date, July 7, 2016. Subscribers whose subscriptions otherwise would have resulted in their beneficial ownership of more than 4.99% of the Company's Common Stock could elect to receive, in lieu of shares of Common Stock in excess of that threshold, pre-funded warrants to purchase the same number of shares of Common Stock for $0.01 ("Pre-Funded Warrants"), and the subscription price per unit consisting of a Pre-Funded Warrant in lieu of a share of Common Stock was reduced by the $0.01 exercise price. The Rights Offering closed on July 29, 2016. Gross proceeds from the offering were $17.4 million, which represents the sale of all 4,256,186, units at approximately $4.10 per unit. Net proceeds were approximately $15.8 million. The Company issued 3,599,786 shares of Common Stock, 3,192,022 Tradable Warrants and 656,400 Pre-Funded Warrants in the Rights Offering. The Tradable Warrants are exercisable for a period of five years for one share of Common Stock at an exercise price of $4.92 per share. After the one-year anniversary of issuance, we may redeem the Tradable Warrants for $0.001 per Tradable Warrant if the volume weighted average price of our Common Stock is above $12.30 for each of 10 consecutive trading days. On August 3, 2016, the Tradable Warrants were listed for trading on the Nasdaq Capital Market under the symbol "ONTXW." The tradable warrants are classified as liabilities because under certain specific circumstances the warrants could require cash settlement. The Pre-Funded Warrants are exercisable for one share of Common Stock at an exercise price of $0.01. The exercise period for the Pre-Funded Warrants is seven years, which may be extended if an exercise would result in the holder's beneficial ownership of our Common Stock exceeding 4.99%. In connection with the Rights Offering, the Company paid to Maxim a cash fee equal to (a) 4.5% of the dollar amount of the units sold to any holders of subscription rights who were beneficial owners of shares of the Company's common stock prior to July 30, 2013, and (b) 8.0% of the dollar amount of the units sold to any other holders of subscription rights, plus a non-accountable expense allowance of $100,000 for expenses incurred in connection with the Rights Offering. A registration statement on Form S-1, as amended (File No. 333-211769), relating to the securities being offered and sold in connection with the Rights Offering was declared effective by the SEC on July 7, 2016. A prospectus and prospectus supplement relating to and describing the terms of the Rights Offering has been filed with the SEC as a part of the registration statement and is available on the SEC's web site at http://www.sec.gov. In December 2016, the Company entered into a sales agreement with FBR Capital Markets & Co. ("FBR") to create an at-the-market equity program under which the Company from time to time may offer and sell shares of its Common Stock through FBR. The Shares to be sold under the Sales Agreement, if any, will be issued and sold pursuant to the Company's shelf registration statement on Form S-3 (File No 333-199219), previously filed with the SEC on October 8, 2014 and declared effective by the SEC on November 20, 2014. A prospectus supplement related to the Company's at-the-market equity program was filed with the SEC on December 5, 2016. There were no sales of Common Stock under this program during the year ended December 31, 2016. During the year ended December 31, 2017, sales under the Sales Agreement were 20,499 shares for net proceeds of approximately $64,000. The Sales Agreement was terminated effective April 19, 2017. On November 9, 2017, the Company entered into a placement agency agreement with Laidlaw & Company (UK) Ltd. relating to the Company's registered direct offering, issuance and sale to select accredited investors of 920,000 shares of the Company's common stock at a price of $1.50 per share on a best efforts basis. These shares are registered under the Securities Act on the Company's Registration Statement on Form S-3 (File No. 333-199219). The offering closed on November 14, 2017. The net proceeds to the Company from the offering, after deducting Placement Agent fees and other expenses, were approximately $1,082,000. The Company intends to use the net proceeds from this offering to fund the development of its clinical and preclinical programs, for other research and development activities and for general corporate purposes, which may include capital expenditures and funding its working capital needs. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events | |
Subsequent Events | 19. Subsequent Events Securities Offering On February 8, 2018, the Company entered into an underwriting agreement with H.C. Wainwright & Co., LLC ("HCW"), relating to the public offering of 5,707,500 shares of the Company's common stock, pre-funded warrants to purchase an aggregate of 2,942,500 shares of common stock and preferred stock warrants to purchase up to an aggregate of 865,000 shares of the Company's Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"). Each share of common stock or Pre-Funded Warrant, as applicable, was sold together with a Preferred Stock Warrant to purchase a 0.1 share of Series A Preferred Stock at a combined public offering price of $1.01 per share of common stock or $1.00 per Pre-Funded Warrant, as applicable, and accompanying Preferred Stock Warrant. The Company also granted HCW a 30-day option to purchase up to 1,297,500 additional shares of Common Stock at a purchase price of $1.00 per share and Preferred Stock Warrants to purchase up to an aggregate of 129,750 shares of Series A Preferred Stock at a purchase price of $0.01 per Preferred Stock Warrant, less the underwriting discounts and commissions. Prior to closing, HCW exercised this option in full to purchase 1,297,500 additional shares of common stock and Preferred Stock Warrants to purchase129,750 shares of Series A convertible preferred stock. The offering closed on February 12, 2018. Net proceeds from the offering were approximately $8.7 million after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the offering to fund the development of its clinical and preclinical programs, for other research and development activities and for general corporate purposes, which may include capital expenditures and funding its working capital needs. The Pre-Funded Warrants are exercisable immediately at an exercise price of $0.01 per share, may be exercised until they are exercised in full, and may be exercised on a cashless basis in certain circumstances specified therein. The Preferred Stock Warrants are exercisable immediately at an exercise price of $1.01 per 0.1 share of Series A Preferred Stock and will expire on the later of (i) the one-year anniversary of the date on which the Company publicly announces through the filing of a Current Report on Form 8-K that the Charter Amendment (defined below) has been filed with the Secretary of State of the State of Delaware and (ii) the earlier of (A) the one-month anniversary of the date on which the Company publically releases topline results of the INSPIRE Pivotal phase 3 that compare the overall survival (OS) of patients in the rigosertib group vs the Physician's Choice group, in all patients and in a subgroup of patients with IPSS-R very high risk and (B) December 31, 2019. The Preferred Stock Warrants may be exercised on a cashless basis in certain circumstances specified therein. Each 0.1 share of Series A Preferred Stock will be convertible into one share of common stock. The Company does not currently have a sufficient number of authorized shares of common stock to cover the shares issuable upon the conversion of Series A Preferred Stock. As a result, before any shares of Series A Preferred Stock can be converted, the Company needs to receive stockholder approval of an amendment (the "Charter Amendment") to its Tenth Amended and Restated Certificate of Incorporation, as amended, to sufficiently increase the authorized shares of common stock to cover the conversion of all outstanding shares of Series A Preferred Stock into common stock. The Company intends to seek such approval at a special meeting of stockholders on March 21, 2018. The Series A Preferred Stock is not convertible until the next business day after the Company files the Charter Amendment with the Secretary of State of the State of Delaware. In addition, a holder of Series A Preferred Stock will be prohibited from converting Series A Preferred Stock into shares of common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 4.99% of the shares of the Company's shares of common stock then issued and outstanding, which may be increased to 9.99% in certain circumstances. Shares of Series A Preferred Stock will generally have no voting rights, except as required by law and except that the consent of holders of a majority of the outstanding Series A Preferred Stock will be required to (i) alter or change adversely the powers, preferences or rights given to the Series A Preferred Stock or alter or amend the Certificate of Designation, (ii) amend any provision of the Company's certificate of incorporation that would have a materially adverse effect on the rights of the holders of the Series A Preferred Stock, (iii) increase the number of authorized shares of Series A Preferred Stock, or (iv) enter into any agreement with respect to the foregoing. Shares of Series A Preferred Stock will not be entitled to receive any dividends, unless and until specifically declared by the Company's board of directors, and will rank (i) on parity with the Company's common stock on an as-converted basis, (ii) senior to any class or series of the Company's capital stock created thereafter specifically ranking by its terms junior to the Series A Preferred Stock, (iii) on parity to any class or series of the Company's capital stock created thereafter specifically, (iv) ranking by its terms on parity with the Series A Preferred Stock; and (v) junior to any class or series of the Company's capital stock created thereafter specifically ranking by its terms senior to the Series A Preferred Stock. The exercise price and number of shares of common stock or Series A Preferred Stock issuable upon exercise of the Pre-Funded Warrants or Preferred Stock Warrants, as the case may be, and the conversion price and number of shares of common stock issuable upon the conversion of Series A Preferred Stock, is subject to adjustment in the event of any stock split, reverse stock split, stock dividend, recapitalization, reorganization or similar transaction, as described in the Pre-Funded Warrants, Preferred Stock Warrants and the Certificate of Designation of the Series A Preferred Stock, as applicable. The shares of common stock or Pre-Funded Warrants, as applicable, and the accompanying Preferred Stock Warrants could only be purchased together in the offering were issued separately. HCW acted as sole book-running manager for the offering, which was a firm commitment underwritten public offering pursuant to a registration statement on Form S-1 (Registration No. 333-222374) that was declared effective by the SEC on February 7, 2018. The offering was made only by means of a prospectus forming a part of the effective registration statement. The Company paid HCW a commission equal to 7.0% of the gross proceeds of the offering, a management fee equal to 1.0% of the gross proceeds of the offering and other expenses. As additional compensation, the Company issued warrants to HCW exercisable for 49,737.5Series A Preferred Stock, which are convertible into 497,375 shares of common stock subject to the terms of the Series A Preferred Stock. These warrants have substantially the same terms as the Preferred Stock Warrants except that the exercise price per share is equal to $1.2625 per 0.1 share of Series A Preferred Stock. Agreements with Pint License, Development and Commercialization Agreement On March 2, 2018, the Company entered into a License, Development and Commercialization Agreement (the "License Agreement") with Pint International SA (which, together with its affiliate Pint Pharma GmbH, are collectively referred to as "Pint"). Under the terms of the License Agreement, the Company granted Pint an exclusive, royalty-bearing license, with the right to sublicense, under certain Company patent rights and know-how to develop and commercialize any pharmaceutical product (the "Product") containing rigosertib in all uses of rigosertib or the Product in humans (the "Field") in Latin America countries (the "Territory," including Argentina, Belize, Bolivia, Brazil, Chile, Colombia, Costa Rica, Cuba, Dominican Republic, Ecuador, El Salvador, French Guiana, British Guiana, Suriname, Guatemala, Haiti, Honduras, Mexico, Nicaragua, Panama, Paraguay, Peru, Uruguay and Venezuela). The Company retains the right to develop and commercialize pharmaceutical products containing rigosertib worldwide except for the sale of the Product in the Field in the Territory. Pint has agreed to make an upfront equity investment and a subsequent equity investment in the Company's common stock as described under "Securities Purchase Agreement" below. In addition, the Company could receive up to $42.75 million in additional regulatory, development and sales-based milestone payments as well as tiered, double digit royalties based on net aggregate net sales in the Territory. Pint also has agreed to purchase rigosertib and the Product exclusively from the Company in accordance with a supply and quality agreement between the parties. Pint may terminate the License Agreement in whole (but not in part) at any time upon 45 days' prior written notice. The License Agreement also contains customary provisions for termination by either party in the event of breach of the License Agreement by the other party, subject to a cure period, or bankruptcy of the other party. Securities Purchase Agreement In connection with the License Agreement, on March 2, 2018, the Company and Pint also entered into a Securities Purchase Agreement (the "Securities Purchase Agreement"), under which Pint has agreed to make an upfront equity investment. Closing of the upfront equity investment (the "Initial Closing") will be the later of April 1, 2018 and the date on which the Company files its charter amendment to increase its authorized shares of common stock with the Delaware Secretary of State. Pursuant to these terms, Pint will purchase shares at a premium to the average of the volume weighted average price of common stock for the ten consecutive trading days ended March 2, 2018 at the Initial Closing. In the event that the Initial Closing does not occur by May 1, 2018, Pint will pay the Company the share purchase premium (the "Initial Closing Premium"), and the Company will sell to Pint shares of common stock when the Company has sufficient authorized shares on or before December 31, 2018. If the Initial Closing does not occur and by the close of business on December 31, 2018, the Company has not filed the charter amendment with the Secretary of State of the State of Delaware, the Securities Purchase Agreement will terminate. So long as Pint has paid the Initial Closing Premium, the License Agreement will not terminate due to Pint's failure to purchase shares in the upfront equity investment. In addition, when the FDA approves a New Drug Application (the "NDA") for the Product, Pint will reimburse the Company for certain research and development expenses. Half of the reimbursement amount will be paid in cash, the other half of the amount will be by an equity investment at a premium to the average of the volume weighted average price of common stock for the ten consecutive trading days ended on the day the FDA approves the NDA. In the event the Securities Purchase Agreement is terminated due to nonoccurrence of the Initial Closing, and the Company not filing the charter amendment by December 31, 2018 as described above, Pint will instead pay the Company a share purchase premium(the "Securities Purchase Half Premium"), based on the average of the daily volume weighted average price of common stock for ten consecutive trading days ending on the date the NDA is approved by the FDA, multiplied by the Securities Purchase Half Number of Shares, subject to certain conditions. So long as Pint has paid the Securities Purchase Half Premium, the License Agreement will not terminate due to Pint's failure to purchase shares in connection with the FDA's approval of the NDA. Pint has agreed that the shares it purchases under the Securities Purchase Agreement will be subject to lock-up restrictions for one year from the date of the Initial Closing or, if Pint pays the Initial Closing Premium, the date of such payment (the "Strategic Lock-Up Period"), and certain additional lock-up provisions as applicable. Pint is entitled to registration rights if it holds Registrable Securities (as defined in the Securities Purchase Agreement) upon the expiration of the Strategic Lock-Up Period, and the Company has agreed to use its reasonable best efforts to register such Registrable Securities on a registration statement on Form S-3 (or another appropriate form of registration statement if the Company is not eligible to use Form S-3), to cause such registration statement be declared effective by the Securities and Exchange Commission, and to maintain the effectiveness of such registration statement until Pint no longer holds any Registrable Securities. Until Pint no longer holds any Registrable Securities, Pint also has the right to participate in any equity issuance by the Company in a private placement to institutional investors which includes at least one institutional investor that is not an affiliate of the Company. Subject to certain notice requirements, if Pint decides to participate, the Company will allow Pint to participate up to Pint's pro rata share of beneficial ownership of the Company's outstanding common stock on the same terms, conditions and price as with other investors. Special Meeting of Stockholders on March 21, 2018 On February 28, 2018, The Company filed with the Securities and Exchange Commission a definitive proxy statement on Schedule 14A relating to the Special Meeting of Stockholders the Company intends to hold on March 21, 2018 to seek stockholders' approval of an amendment to the Company's Tenth Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of capital stock from 30,000,000 shares to 105,000,000 shares in order to increase the number of authorized shares of common stock from 25,000,000 shares to 100,000,000 shares. Warrant Liability Subsequent to December 31, 2017 there was a decrease in the fair value of the warrant liability calculated using the NASDAQ Capital Market quoted price. The fair value at December 31, 2017 was $1,773,000. The estimated fair value at March 16, 2018 is approximately $1,007,000. The estimated decrease in the warrant liability would decrease the Company's net loss by approximately $766,000. |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States ("GAAP"). The financial statements include the consolidated accounts of the Company, its wholly-owned subsidiary, Onconova Europe GmbH, and GBO. All significant intercompany transactions have been eliminated. All common stock, equity, share and per share amounts in the financial statements and notes have been retroactively adjusted to reflect a one-for-ten reverse stock split which was effective May 31, 2016. |
Segment Information | Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one segment, which is the identification and development of oncology therapeutics. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, other comprehensive income and related disclosures. On an ongoing basis, management evaluates its estimates, including estimates related to clinical trial accruals, warrant liability, and allocation of consideration for revenue recognition. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results may differ from those estimates or assumptions. |
Concentrations of Credit Risk and Off-Balance Sheet Risk | Concentrations of Credit Risk and Off-Balance Sheet Risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents. The Company maintains a portion of its cash and cash equivalent balances in the form of money market accounts with financial institutions that management believes are creditworthy. The Company has no financial instruments with off-balance sheet risk of loss. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original or remaining maturity from the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents include bank demand deposits, marketable securities with maturities of three months or less at purchase, and money market funds that invest primarily in certificates of deposit, commercial paper and U.S. government and U.S. government agency obligations. Cash equivalents are reported at fair value. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts reported in the accompanying consolidated financial statements for cash and cash equivalents, accounts payable, and accrued liabilities approximate their respective fair values because of the short-term nature of these accounts. The fair value of the warrant liability is discussed in Note 8, "Fair Value Measurements." |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the useful life of the asset or the lease term, whichever is shorter. Maintenance and repairs are expensed as incurred. The following estimated useful lives were used to depreciate the Company's assets: Estimated Useful Life Lab equipment 5 - 6 years Software 3 years Computer and office equipment 5 - 6 years Leasehold improvements Shorter of the lease term or estimated useful life Upon retirement or sale, the cost of the disposed asset and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized. The Company reviews long-lived assets for impairment when events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Recoverability is measured by comparison of the assets' book value to future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book value of the assets exceeds their fair value, which is measured based on the projected discounted future net cash flows generated from the assets. No impairment losses have been recorded through December 31, 2017. |
Warrant Accounting | Warrant Accounting Common stock warrants are accounted for in accordance with applicable accounting guidance provided in ASC Topic 815, Derivatives and Hedging—Contracts in Entity's Own Equity (ASC Topic 815), as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreement. (See Note 4). The Company's warrants that are classified as liabilities are recorded at fair value. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of change in fair value of warrant liability in the consolidated statements of operations. The Company has both tradable and non-tradable warrants. At December 31, 2017, the tradable warrants are classified as level 1 liabilities and the Company uses the Nasdaq quoted market price to estimate the fair value of the related derivative warrant liability. The non-tradable warrants are classified as level 3 liabilities and the Company uses the Black-Scholes pricing model to estimate the fair value of the related derivative warrant liability. (See Note 8 for a discussion of the fair value hierarchy). |
Foreign Currency Translation | Foreign Currency Translation The reporting currency of the Company and its U.S. subsidiaries is the U.S. dollar. The functional currency of the Company's non-U.S. subsidiary is the local currency. Assets and liabilities of the foreign subsidiary are translated into U.S. dollars based on exchange rates at the end of the period. Revenues and expenses are translated at average exchange rates during the reporting period. Gains and losses arising from the translation of assets and liabilities are included as a component of accumulated other comprehensive income. Gains and losses resulting from foreign currency transactions are reflected within the Company's results of operations. The Company has not utilized any foreign currency hedging strategies to mitigate the effect of its foreign currency exposure. |
Revenue Recognition | Revenue Recognition The Company's revenue is generated primarily through collaborative research and license agreements. The terms of these agreements contain multiple deliverables which may include (i) licenses, (ii) research and development activities, (iii) participation in joint steering committees and (iv) product supply. The terms of these agreements may include nonrefundable upfront license fees, payments for research and development activities, payments based upon the achievement of certain milestones, royalty payments based on product sales derived from the collaboration, and payments for supplying product. In all instances, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, delivery has occurred or the services have been rendered, collectability of the resulting receivable is reasonably assured, and the Company has fulfilled its performance obligations under the contract. For arrangements with multiple elements, the Company recognizes revenue in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") No. 2009-13, Multiple-Deliverable Revenue Arrangements ("ASU 2009-13"), which provides guidance for separating and allocating consideration in a multiple element arrangement. The selling prices of deliverables under an arrangement may be derived using third-party evidence ("TPE"), or a best estimate of selling price ("BESP"), if vendor-specific objective evidence of selling price ("VSOE") is not available. The objective of BESP is to determine the price at which the Company would transact a sale if the element within the license agreement was sold on a standalone basis. Establishing BESP involves management's judgment and considers multiple factors, including market conditions and company-specific factors, including those factors contemplated in negotiating the agreements, as well as internally developed models that include assumptions related to market opportunity, discounted cash flows, estimated development costs, probability of success and the time needed to commercialize a product candidate pursuant to the license. In validating the BESP, management considers whether changes in key assumptions used to determine the BESP will have a significant effect on the allocation of the arrangement consideration between the multiple deliverables. The Company may use third-party valuation specialists to assist it in determining BESP. Deliverables under the arrangement are separate units of accounting if (i) the 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 within the Company's control. The arrangement consideration that is fixed or determinable at the inception of the arrangement is allocated to the separate units of accounting based on their relative selling prices. The appropriate revenue recognition model is applied to each element and revenue is accordingly recognized as each element is delivered. Management exercises significant judgment in determining whether a deliverable is a separate unit of accounting. In determining the separate units of accounting, the Company evaluates whether the license has standalone value to the collaborator based on consideration of the relevant facts and circumstances for each arrangement. Factors considered in this determination include the research and development capabilities of the collaborator and the availability of relevant research expertise in the marketplace. In addition, the Company considers whether or not (i) the collaborator could use the license for its intended purpose without the receipt of the remaining deliverables, (ii) the value of the license was dependent on the undelivered items and (iii) the collaborator or other vendors could provide the undelivered items. Under a collaborative research and license agreement, a steering committee is typically responsible for overseeing the general working relationships, determining the protocols to be followed in the research and development performed and evaluating the results from the continued development of the product. The Company evaluates whether its participation in joint steering committees is a substantive obligation or whether the services are considered inconsequential or perfunctory. The factors the Company considers in determining if its participation in a joint steering committee is a substantive obligation include: (i) which party negotiated or requested the steering committee, (ii) how frequently the steering committee meets, (iii) whether or not there are any penalties or other recourse if the Company does not attend the steering committee meetings, (iv) which party has decision making authority on the steering committee and (v) whether or not the collaborator has the requisite experience and expertise associated with the research and development of the licensed intellectual property. Whenever the Company determines that an element is delivered over a period of time, revenue is recognized using either a proportional performance model, if a pattern of performance can be determined or a straight-line model over the period of performance, which is typically the research and development term. Progress achieved under the Company's various clinical research organization contracts are typically used as the measure of performance when applying the proportional performance method. At the end of each reporting period, the Company reassesses its cumulative measure of performance and makes appropriate adjustments, if necessary. The Company recognizes revenue using the proportional performance model whenever the Company is able to make reasonably reliable estimates of the level of effort required to complete its performance obligations under an arrangement. Revenue recognized under the proportional performance model at each reporting period is determined by multiplying the total expected payments under the contract (excluding royalties and payments contingent upon achievement of milestones) by the ratio of the level of effort incurred to date to the estimated total level of effort required to complete the performance obligations under the arrangement. Revenue is limited to the lesser of the cumulative amount of payments received or the cumulative amount of revenue earned, as determined using the proportional performance model as of each reporting period. Alternatively, if the Company is not able to make reasonably reliable estimates of the level of effort required to complete its performance obligations under an arrangement, then revenue under the arrangement is recognized on a straight-line basis over the period expected to be required to complete the Company's performance obligations. Incentive milestone payments may be triggered either by the results of the Company's research efforts or by events external to it, such as regulatory approval to market a product or attaining agreed-upon sales levels. Consideration that is contingent upon achievement of a milestone is recognized in its entirety as revenue in the period in which the milestone is achieved, but only if the consideration earned from the achievement of a milestone meets all the criteria for the milestone to be considered substantive at the inception of the arrangement. For a milestone to be considered substantive, the consideration earned by achieving the milestone must (i) be commensurate with either the Company's performance to achieve the milestone or the enhancement of the value of the item delivered as a result of a specific outcome resulting from the Company's performance to achieve the milestone, (ii) relate solely to past performance and (iii) be reasonable relative to all deliverables and payment terms in the collaboration agreement. For events for which the occurrences are contingent solely upon the passage of time or are the result of performance by a third party, the contingent payments will be recognized as revenue when payments are earned, the amounts are fixed and determinable and collectability is reasonably assured. Royalties are recorded as earned in accordance with the contract terms when third party sales can be reliably measured and collectability is reasonably assured. |
Research and Development Expenses | Research and Development Expenses Research and development costs are charged to expense as incurred. These costs include, but are not limited to, license fees related to the acquisition of in-licensed products; employee-related expenses, including salaries, benefits and travel; expenses incurred under agreements with contract research organizations and investigative sites that conduct clinical trials and preclinical studies; the cost of acquiring, developing and manufacturing clinical trial materials; facilities, depreciation and other expenses, which include direct and allocated expenses for rent and maintenance of facilities, insurance and other supplies; and costs associated with preclinical activities and regulatory operations. Costs for certain development activities, such as clinical trials, are recognized based on an evaluation of the progress to completion of specific tasks using data such as patient enrollment, clinical site activations, or information provided to the Company by its vendors with respect to their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the consolidated financial statements as prepaid or accrued research and development expense, as the case may be. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. The deferred tax asset primarily includes net operating loss and tax credit carry forwards, accrued expenses not currently deductible and the cumulative temporary differences related to certain research and patent costs, which have been charged to expense in the accompanying statements of operations but have been recorded as assets for income tax purposes. The portion of any deferred tax asset for which it is more likely than not that a tax benefit will not be realized must then be offset by recording a valuation allowance. A full valuation allowance has been established against all of the deferred tax assets (see Note 9, "Income Taxes"), as it is more likely than not that these assets will not be realized given the Company's history of operating losses. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not to be sustained upon examination based on the technical merits of the position. The amount for which an exposure exists is measured as the largest amount of benefit determined on a cumulative probability basis that the Company believes is more likely than not to be realized upon ultimate settlement of the position. |
Stock-Based Compensation Expense | Stock-Based Compensation Expense The Company applies the provisions of FASB Accounting Standards Codification ("ASC") Topic 718, Compensation—Stock Compensation ("ASC 718"), which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and non-employees, including employee stock options. At certain times throughout the Company's history, the chairman of the Company's board of directors, who is also a significant stockholder of the Company (the "Significant Holder"), afforded option holders the opportunity for liquidity in transactions in which options were exercised and the shares of Common Stock issued in connection therewith were simultaneously purchased by the Significant Holder (each, a "Purchase Transaction") (See Note 10). Because the Company had established a pattern of providing cash settlement alternatives for option holders, the Company accounted for its stock-based compensation awards as liability awards. The Company measured liability awards based on the award's intrinsic value on the grant date and then re-measured them at each reporting date until the date of settlement. Compensation expense was recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. Compensation expense for each period until settlement was based on the change in intrinsic value (or a portion of the change in intrinsic value, depending on the percentage of the requisite service that has been rendered at the reporting date). Changes in the intrinsic value of a liability that occur after the end of the requisite service period were considered compensation expense in the period in which the changes occur. On April 23, 2013, the Company distributed a notification letter to all equity award holders under the 2007 Plan advising them that Purchase Transactions would no longer occur, unless, at the time of a Purchase Transaction, the option holder has held the Common Stock issued upon exercise of options for a period of greater than six months prior to selling such Common Stock to the Significant Holder and that any such sale to the Significant Holder would be at the fair value of the Common Stock on the date of such sale. Based on these new criteria for Purchase Transactions, the Company remeasured options outstanding under the 2007 Plan as of April 23, 2013 to their intrinsic value and reclassified such options from liabilities to stockholders' deficit within the Company's consolidated balance sheets, which amounted to $14,482,000. The remaining expense for these options was recognized on a straight-line basis over the remaining requisite service period. During the year ended December 31, 2016, the remaining $244,000 of expense related to these options was recognized and as of December 31, 2017 and 2016, there was no unrecognized compensation expense related to these unvested awards. Share-based payment transactions with employees, including grants of employee stock options, are recognized as compensation expense over the requisite service period based on their estimated fair values. ASC 718 also requires significant judgment and the use of estimates, particularly surrounding Black-Scholes assumptions such as stock price volatility over the option term and expected option lives, as well as expected option forfeiture rates, to estimate the grant date fair value of equity-based compensation and requires the recognition of the fair value of stock compensation in the statement of operations. |
Clinical Trial Expense Accruals | Clinical Trial Expense Accruals As part of the process of preparing its financial statements, the Company is required to estimate its expenses resulting from its obligations under contracts with vendors, clinical research organizations and consultants and under clinical site agreements in connection with conducting clinical trials. The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. The Company's objective is to reflect the appropriate trial expenses in its financial statements by matching those expenses with the period in which services are performed and efforts are expended. The Company accounts for these expenses according to the progress of the trial as measured by patient progression and the timing of various aspects of the trial. The Company determines accrual estimates through financial models taking into account discussion with applicable personnel and outside service providers as to the progress or state of consummation of trials, or the services completed. During the course of a clinical trial, the Company adjusts its clinical expense recognition if actual results differ from its estimates. The Company makes estimates of its accrued expenses as of each balance sheet date based on the facts and circumstances known to it at that time. The Company's clinical trial accruals are dependent upon the timely and accurate reporting of contract research organizations and other third-party vendors. Although the Company does not expect its estimates to be materially different from amounts actually incurred, its understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in it reporting amounts that are too high or too low for any particular period. For the years ended December 31, 2017 and 2016, there were no material adjustments to the Company's prior period estimates of accrued expenses for clinical trials. |
Collaboration Arrangements | Collaboration Arrangements A collaboration arrangement is defined as a contractual arrangement that has or may have significant financial milestones associated with success-based development, which include certain arrangements the Company has entered into regarding the research and development, manufacture and/or commercialization of products and product candidates. These collaborations generally provide for non-refundable, upfront license fees, research and development and commercial performance milestone payments, cost sharing and royalty payments. The collaboration agreements with third-parties are performed on a "best efforts" basis with no guarantee of either technological or commercial success. The Company evaluates whether an arrangement is a collaboration arrangement at its inception based on the facts and circumstances specific to the arrangement. The Company reevaluates whether an arrangement qualifies or continues to qualify as a collaboration arrangement whenever there is a change in the anticipated or actual ultimate commercial success of the endeavor. See Note 15, "License and Collaboration Agreements," for a discussion of the Company's arrangements with Baxalta and SymBio. |
Basic and Diluted Net Loss Per Share of Common Stock | Basic and Diluted Net Loss Per Share of Common Stock Basic net loss per share of common stock is computed by dividing net loss applicable to common stockholders by the weighted-average number of shares of Common Stock outstanding during the period, excluding the dilutive effects of stock options and warrants. Diluted net loss per share of common stock is computed by dividing the net loss applicable to common stockholders by the sum of the weighted-average number of shares of Common Stock outstanding during the period plus the potential dilutive effects of stock options and warrants outstanding during the period calculated in accordance with the treasury stock method, but are excluded if their effect is anti-dilutive. Because the impact of these items is anti-dilutive during periods of net loss, there was no difference between basic and diluted net loss per share of Common Stock for the years ended December 31, 2017 and 2016. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers" (ASU 2014-09) and has subsequently issued a number of amendments to ASU 2014-09. The new standard, as amended, provides a single comprehensive model to be used in the accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific guidance. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (the full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective method). The guidance was effective for interim and annual periods beginning on or after December 15, 2017. Early adoption was permitted but not before December 15, 2016. The Company adopted the new standard effective January 1, 2018 under the modified retrospective method. During the fourth quarter of 2017, the Company substantially completed its assessment of the impact that this new standard will have on its consolidated financial statements. Preliminarily, the Company does not expect the implementation of ASU 2014-09 to have a material quantitative impact on its consolidated financial statements as the timing of revenue recognition under the Company's current license agreements is not expected to significantly change. The finalization of the Company's assessment may result in significant changes to estimates that may materially impact the preliminary estimate of the cumulative effect. The adoption of the new guidance will also result in some additional disclosures. In August 2014, the FASB issued guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity's ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity's ability to continue as a going concern. The guidance applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Company adopted the new guidance as of December 31, 2016. Based on its current cash position and an evaluation of expected future net cash outflows the Company has determined there is substantial doubt about its ability to continue as a going concern (See Note 1). In February 2016, the FASB issued guidance which supersedes much of the current guidance for leases. The new standard requires lessees to recognize a right-of-use asset and a lease liability on their balance sheets for all the leases with terms greater than twelve months. Based on certain criteria, leases will be classified as either financing or operating, with classification affecting the pattern of expense recognition in the income statement. For leases with a term of twelve months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients primarily focused on leases that commenced before the effective date of the new guidance, including continuing to account for leases that commence before the effective date in accordance with previous guidance, unless the lease is modified. The Company is evaluating the impact of the adoption of the standard on its consolidated financial statements. In March 2016, the FASB issued guidance that addresses the income tax effects of stock-based payments and eliminates the windfall pool concept, as all of the tax effects related to stock-based payments will now be recorded at settlement (or expiration) through the income statement. The new guidance also permits entities to make an accounting policy election for the impact of forfeitures on the recognition of expense for stock-based payment awards. Forfeitures can be estimated or recognized when they occur. The standard was effective for annual periods beginning after December 15, 2016 and interim periods within that reporting period. Early adoption was permitted in any interim or annual period, with any adjustment reflected as of the beginning of the fiscal year of adoption. The Company adopted the new guidance as of January 1, 2017. The adoption did not have a material impact on the Company's consolidated financial statements and related disclosures. In November 2016, the FASB issued guidance requiring that amounts generally described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The guidance is effective for interim and annual periods beginning in 2018 and should be applied using a retrospective transition method to each period presented. Early adoption is permitted. The Company adopted this guidance effective December 31, 2017. Restricted Cash was $50,000 at December 31 2017, 2016 and 2015. The adoption did not have a material impact on the Company's consolidated financial statements and related disclosures. |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies | |
Schedule of estimated useful lives used to depreciate the Company's assets | Estimated Useful Life Lab equipment 5 - 6 years Software 3 years Computer and office equipment 5 - 6 years Leasehold improvements Shorter of the lease term or estimated useful life |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property and Equipment | |
Schedule of property and equipment and related accumulated depreciation | December 31, 2017 2016 Laboratory equipment $ $ Software Computer and office equipment Leasehold improvements ​ ​ ​ ​ ​ ​ ​ ​ Less accumulated depreciation ) ) ​ ​ ​ ​ ​ ​ ​ ​ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Warrants | |
Schedule of warrants outstanding and warrant activity | Description Classification Exercise Expiration Balance Warrants Warrants Warrants Balance Non-tradable warrants Liability $ July 2021 — — — Tradable warrants Liability $ July 2021 — — — Non-tradable pre-funded warrants Equity $ July 2023 — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Net Loss Per Share of Common 31
Net Loss Per Share of Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Net Loss Per Share of Common Stock | |
Schedule of computation of basic and diluted earnings per share | Year ended December 31, 2017 2016 Basic and diluted net loss per share of common stock: Net loss attributable to Onconova Therapeutics, Inc $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares of common stock outstanding ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss per share of common stock—basic and diluted $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of antidilutive securities which have been excluded from the computation of diluted weighted average shares outstanding | December 31, 2017 2016 Warrants Stock options ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Revenue | |
Schedule of recognized revenue under funding, license and collaboration agreements | Year ended December 31, 2017 2016 Baxalta $ — $ SymBio ​ ​ ​ ​ ​ ​ ​ ​ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Balance Sheet Detail (Tables)
Balance Sheet Detail (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Balance Sheet Detail | |
Schedule of prepaid expenses and other current assets | December 31, 2017 2016 Research and development $ $ Manufacturing Insurance Other ​ ​ ​ ​ ​ ​ ​ ​ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of accrued expenses and other current liabilities | December 31, 2017 2016 Research and development $ $ Employee compensation Professional fees Other — ​ ​ ​ ​ ​ ​ ​ ​ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Measurements | |
Schedule of Black-Scholes option pricing model assumptions | The Company estimated the fair value of the non-tradable warrant liability at December 31, 2017, using the Black-Scholes option pricing model with the following weighted-average assumptions: Risk-free interest rate 2.09% Expected volatility 75.47% Expected term 3.53 years Expected dividend yield 0% |
Schedule of financial assets and liabilities measured at fair value on a recurring basis | Fair Value Measurement as of: December 31, 2017 December 31, 2016 Level 1 Level 2 Level 3 Balance Level 1 Level 2 Level 3 Balance Tradable warrants liability $ $ — $ — $ $ — $ — $ $ Non-tradable warrants liability — — — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ — $ $ $ — $ — $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of reconciliation of liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) | Warrant Liability Balance at December 31, 2015 $ — Issuance of warrants ​ ​ ​ ​ ​ Change in fair value upon re-measurement ) ​ ​ ​ ​ ​ Balance at December 31, 2016 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reclassification of tradable warrants to Level 1 $ ) Change in fair value upon re-measurement ​ ​ ​ ​ ​ Balance at December 31, 2017 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes | |
Schedule of income taxes based on income (loss) before income tax expense | December 31, 2017 2016 Domestic $ ) $ ) Foreign ​ ​ ​ ​ ​ ​ ​ ​ $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of provision for income taxes | December 31, 2017 2016 Current US Federal $ — $ — State and Local — — Foreign ​ ​ ​ ​ ​ ​ ​ ​ Total Current $ $ ​ ​ ​ ​ ​ ​ ​ ​ Deferred US Federal $ — $ — State and Local — — Foreign — — ​ ​ ​ ​ ​ ​ ​ ​ Total Deferred $ — $ — ​ ​ ​ ​ ​ ​ ​ ​ Total Expense (Benefit) $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of principal components of the Company's deferred tax assets | December 31, 2017 2016 Deferred tax assets: Net operating loss carryovers $ $ R&D tax credits Non-qualified stock options Deferred revenue Charitable contributions Accrued expenses Fixed assets ​ ​ ​ ​ ​ ​ ​ ​ Deferred tax assets Less valuation allowance ) ) ​ ​ ​ ​ ​ ​ ​ ​ Net deferred tax assets $ — $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of reconciliation of income tax (expense) benefit at the statutory federal income tax rate and income taxes as reflected in the financial statements | December 31, 2017 2016 Federal income tax expense at statutory rate % % Permanent items ) ) Effect of Tax Act ) — State income tax, net of federal benefit ) Tax credits Provision to return — ) Change in valuation allowance ) Other — ​ ​ ​ ​ ​ ​ ​ ​ Effective income tax rate )% )% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Stock-Based Compensation | |
Schedule of stock-based compensation expense | Year ended December 31, 2017 2016 General and administrative $ $ Research and development ​ ​ ​ ​ ​ ​ ​ ​ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of stock option activity | Options Outstanding Shares Number of Weighted- Weighted Aggregate Balance, December 31, 2016 $ $ Authorized — Granted ) $ Exercised — — $ — Forfeitures ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, December 31, 2017 $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Vested or expected to vest, December 31, 2017 $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercisable at December 31, 2017 $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of information with respect to stock options outstanding and exercisable | Information with respect to stock options outstanding and exercisable at December 31, 2017 is as follows: Exercise Price Shares Exercisable $1.51 - $6.50 $14.80 - $15.00 $23.20 - $39.80 $43.40 - $75.30 $132.80 - $151.20 $277.10 - $291.40 ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of weighted-average assumptions used for estimating the fair value of the stock compensation granted | Year ended December 31, 2017 2016 Risk-free interest rate 2.09% 1.49% Expected volatility 79.02% 78.7% Expected term 5.98 years 5.68 years Expected dividend yield 0% 0% Weighted average grant date fair value $1.76 $3.75 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies | |
Schedule of future minimum lease payments under non-cancellable leases | December 31, 2017 2018 $ 2019 ​ ​ ​ ​ ​ Total minimum lease payments $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Nature of Business - Reverse St
Nature of Business - Reverse Stock Split (Details) | May 31, 2016 |
Nature of Business | |
Reverse stock split ratio | 0.1 |
Nature of Business - The Compan
Nature of Business - The Company - Clinical-stage Product Candidates (Details) | Dec. 31, 2017item |
Nature of Business | |
Number of clinical-stage product candidates | 3 |
Nature of Business - The Comp40
Nature of Business - The Company - Preclinical Collaboration (Details) - Program | Dec. 31, 2017 | Dec. 31, 2012 |
GBO | ||
Preclinical Collaboration | ||
Number of new programs to be collaborated and developed | 2 | 2 |
Nature of Business - The Comp41
Nature of Business - The Company - Reverse Stock Split (Details) | May 31, 2016shares | Dec. 31, 2017shares | Dec. 31, 2016shares | May 30, 2016shares |
Nature of Business | ||||
Reverse stock split ratio | 0.1 | |||
Common Stock authorized (in shares) | 25,000,000 | 25,000,000 | 25,000,000 | 75,000,000 |
Nature of Business - Liquidity
Nature of Business - Liquidity - Financial Statement Items (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Nature of Business | |||
Net loss | $ (24,092) | $ (19,667) | |
Accumulated deficit | 362,316 | 338,224 | |
Cash and cash equivalents | $ 4,024 | $ 21,450 | $ 19,849 |
Nature of Business - Liquidit43
Nature of Business - Liquidity - Sale of Stock (Details) $ / shares in Units, $ in Thousands | Jul. 30, 2013USD ($)$ / sharesshares | Dec. 31, 2017class$ / shares | Dec. 31, 2016$ / shares |
Sale of Securities | |||
Number of series denominated as Series A through Series J preferred stock | class | 10 | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
IPO | |||
Sale of Securities | |||
Issuance of stock (in shares) | shares | 594,167 | ||
Common stock, par value (in dollars per share) | $ 0.01 | ||
Price per share (in dollars per share) | $ 150 | ||
Proceeds from initial public offering of common stock, net of issuance costs | $ | $ 79,811 |
Nature of Business - Liquidit44
Nature of Business - Liquidity - Sales and Purchase Agreements (Details) - Purchase agreement - Lincoln Park - USD ($) $ in Thousands | Oct. 08, 2015 | Oct. 31, 2015 |
Sale of Securities | ||
Aggregate offering price | $ 15,000 | $ 15,000 |
Net proceeds from sales of common stock | $ 1,500 | $ 1,500 |
Issuance of stock (in shares) | 84,676 | 84,676 |
Nature of Business - Liquidit45
Nature of Business - Liquidity - Securities Purchase Agreement (Details) - Securities Purchase Agreement $ in Thousands | Jan. 05, 2016USD ($)shares |
Sale of Securities | |
Issuance of stock (in shares) | 193,684 |
Aggregate net proceeds | $ | $ 1,609 |
Common Stock Warrants | |
Sale of Securities | |
Shares of common stock warrants will purchase (in shares) | 96,842 |
Nature of Business - Liquidit46
Nature of Business - Liquidity - Rights Offering (Details) - USD ($) $ in Millions | Feb. 12, 2018 | Feb. 07, 2018 | Jul. 29, 2016 |
Dealer-Manager Agreement, rights offering | |||
Sale of Securities | |||
Issuance of stock (in shares) | 3,599,786 | ||
Aggregate net proceeds | $ 15.8 | ||
Tradable warrants | Dealer-Manager Agreement, rights offering | |||
Sale of Securities | |||
Warrants issued (in shares) | 3,192,022 | ||
Pre-funded warrants | Dealer-Manager Agreement, rights offering | |||
Sale of Securities | |||
Warrants issued (in shares) | 656,400 | ||
Subsequent Events | |||
Sale of Securities | |||
Proceeds from Issuance or Sale of Equity | $ 8.7 | ||
Subsequent Events | Dealer-Manager Agreement, rights offering | |||
Sale of Securities | |||
Issuance of stock (in shares) | 7,005,000 | ||
Aggregate net proceeds | $ 8.7 | ||
Subsequent Events | Pre-funded warrants | Series A Convertible Preferred Stock | |||
Sale of Securities | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,044,487.5 | ||
Subsequent Events | Pre-funded warrants | Securities Offering | |||
Sale of Securities | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,942,500 |
Nature of Business - Liquidit47
Nature of Business - Liquidity - Underwritten Public Offering (Details) - USD ($) $ in Millions | Nov. 14, 2017 | May 17, 2017 | Apr. 26, 2017 |
The Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Issuance of stock (in shares) | 920,000 | 2,476,190 | |
Net proceeds from sales of common stock | $ 1.1 | $ 5.3 | |
Underwriter's option | Laidlaw | Maximum | |||
Subsidiary, Sale of Stock [Line Items] | |||
Issuance of stock (in shares) | 363,580 |
Summary of Significant Accoun48
Summary of Significant Accounting Policies - Unaudited Interim Financial Information (Details) | May 31, 2016 |
Summary of Significant Accounting Policies | |
Reverse stock split ratio | 0.1 |
Summary of Significant Accoun49
Summary of Significant Accounting Policies - Segment Information (Details) | 12 Months Ended |
Dec. 31, 2017segment | |
Segment Information | |
Number of operating segments | 1 |
Summary of Significant Accoun50
Summary of Significant Accounting Policies - Concentrations of Credit Risk and Off-Balance Sheet Risk (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Concentrations of Credit Risk and Off-Balance Sheet Risk | |
Off-balance sheet risk, asset | $ 0 |
Off-balance sheet risk, liability | $ 0 |
Summary of Significant Accoun51
Summary of Significant Accounting Policies - Property and Equipment (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Property and Equipment | |
Impairment losses | $ 0 |
Laboratory equipment | Minimum | |
Property and Equipment | |
Estimated useful lives | P5Y |
Laboratory equipment | Maximum | |
Property and Equipment | |
Estimated useful lives | P6Y |
Software | |
Property and Equipment | |
Estimated useful lives | P3Y |
Computer and office equipment | Minimum | |
Property and Equipment | |
Estimated useful lives | P5Y |
Computer and office equipment | Maximum | |
Property and Equipment | |
Estimated useful lives | P6Y |
Summary of Significant Accoun52
Summary of Significant Accounting Policies - Stock Based Compensation Expense (Details) - USD ($) | Apr. 23, 2013 | Dec. 31, 2017 | Dec. 31, 2016 |
Stock-Based Compensation Expense | |||
Stock-based compensation expense | $ 1,710,000 | $ 3,929,000 | |
Unrecognized compensation expense of unvested liability awards | 0 | ||
Options granted through April 23, 2013 | Stock options | 2007 Plan | |||
Stock-Based Compensation Expense | |||
Reclassification of options from liabilities to stockholders' deficit | $ 14,482,000 | ||
Stock-based compensation expense | 244,000 | ||
Unrecognized compensation expense of unvested liability awards | $ 0 | $ 0 |
Summary of Significant Accoun53
Summary of Significant Accounting Policies - Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
ASU 2016-18 | |||
Recent Accounting Pronouncements | |||
Restricted Cash | $ 50 | $ 50 | $ 50 |
Property and Equipment - Proper
Property and Equipment - Property and Equipment and Related Accumulated Depreciation (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property and Equipment | ||
Property and equipment, gross | $ 2,228 | $ 2,228 |
Less accumulated depreciation | (2,164) | (2,076) |
Property and equipment, net | 64 | 152 |
Laboratory equipment | ||
Property and Equipment | ||
Property and equipment, gross | 1,037 | 1,037 |
Software | ||
Property and Equipment | ||
Property and equipment, gross | 92 | 92 |
Computer and office equipment | ||
Property and Equipment | ||
Property and equipment, gross | 354 | 354 |
Leasehold improvements | ||
Property and Equipment | ||
Property and equipment, gross | $ 745 | $ 745 |
Property and Equipment - Deprec
Property and Equipment - Depreciation and Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property and Equipment | ||
Depreciation and amortization expense | $ 88 | $ 96 |
Warrants (Details)
Warrants (Details) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Warrants outstanding and warrant activity | |
Balance at beginning of the period (in shares) | 3,525,771 |
Warrants Exercised (in shares) | (231,000) |
Balance at end of the period (in shares) | 3,294,771 |
Non-tradable warrants expiring July 2021, liability | |
Warrants | |
Warrant exercise price (in dollars per share) | $ / shares | $ 11.50 |
Warrants outstanding and warrant activity | |
Balance at beginning of the period (in shares) | 96,842 |
Balance at end of the period (in shares) | 96,842 |
Tradable warrants expiring July 2021, liability | |
Warrants | |
Warrant exercise price (in dollars per share) | $ / shares | $ 4.92 |
Warrants outstanding and warrant activity | |
Balance at beginning of the period (in shares) | 3,192,022 |
Balance at end of the period (in shares) | 3,192,022 |
Non-tradable pre-funded warrants expiring July 2023, equity | |
Warrants | |
Warrant exercise price (in dollars per share) | $ / shares | $ 0.01 |
Warrants outstanding and warrant activity | |
Balance at beginning of the period (in shares) | 236,907 |
Warrants Exercised (in shares) | (231,000) |
Balance at end of the period (in shares) | 5,907 |
Net Loss Per Share of Common 57
Net Loss Per Share of Common Stock - Computation of Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Basic and diluted net loss per share of common stock: | ||
Net loss attributable to Onconova Therapeutics, Inc. | $ (24,092) | $ (19,667) |
Weighted average shares of common stock outstanding (in shares) | 9,000,326 | 4,426,639 |
Net loss per share of common stock, basic and diluted (in dollars per share) | $ (2.68) | $ (4.44) |
Net Loss Per Share of Common 58
Net Loss Per Share of Common Stock (Details) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares as they would be antidilutive | ||
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares | 4,189,767 | 4,272,124 |
Warrants | ||
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares as they would be antidilutive | ||
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares | 3,294,771 | 3,525,771 |
Stock options | ||
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares as they would be antidilutive | ||
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares | 894,996 | 746,353 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue | ||
Revenues | $ 787 | $ 5,546 |
Baxalta | License and collaboration | ||
Revenue | ||
Revenues | 4,999 | |
SymBio | License and collaboration | ||
Revenue | ||
Revenues | $ 787 | $ 547 |
Balance Sheet Detail - Prepaid
Balance Sheet Detail - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Prepaid expenses and other current assets: | ||
Research and development | $ 514 | $ 1,075 |
Manufacturing | 48 | 90 |
Insurance | 181 | 350 |
Other | 77 | 73 |
Total | $ 820 | $ 1,588 |
Balance Sheet Detail - Accrued
Balance Sheet Detail - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accrued expenses and other current liabilities: | ||
Research and development | $ 1,912 | $ 2,376 |
Employee compensation | 1,258 | 1,573 |
Professional fees | 165 | 235 |
Other | 198 | |
Total | $ 3,335 | $ 4,382 |
Fair Value Measurements - Secur
Fair Value Measurements - Securities Purchase Agreement (Details) - Securities Purchase Agreement $ / shares in Units, $ in Thousands | Jan. 05, 2016USD ($)$ / sharesshares |
Sale of Securities | |
Issuance of stock (in shares) | 193,684 |
Share price (in dollars per share) | $ / shares | $ 9.50 |
Aggregate gross proceeds | $ | $ 1,840 |
Common Stock Warrants | |
Sale of Securities | |
Shares of common stock warrants will purchase (in shares) | 96,842 |
Fair Value Measurements - Right
Fair Value Measurements - Rights Offering (Details) - Dealer-Manager Agreement, rights offering - $ / shares | Feb. 07, 2018 | Jul. 29, 2016 |
Sale of Securities | ||
Issuance of stock (in shares) | 3,599,786 | |
Subsequent Events | ||
Sale of Securities | ||
Issuance of stock (in shares) | 7,005,000 | |
Tradable warrants | ||
Sale of Securities | ||
Rights or warrants issued (in shares) | 3,192,022 | |
Exercisable, term (in years) | 5 years | |
Shares into which each warrant can be converted (in shares) | 1 | |
Exercise price (in dollars per share) | $ 4.92 | |
Redemption period (in years) | 1 year | |
Redemption price (in dollars per share) | $ 0.001 | |
Volume weighted average price per share of common stock (in dollars per share) | $ 12.30 | |
Threshold consecutive trading days (in days) | 10 days | |
Pre-funded warrants | ||
Sale of Securities | ||
Rights or warrants issued (in shares) | 656,400 | |
Shares into which each warrant can be converted (in shares) | 1 | |
Exercise price (in dollars per share) | $ 0.01 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Assumptions (Details) - Non-tradable Warrants | 12 Months Ended |
Dec. 31, 2017 | |
Assumption used to estimate the fair value of warrant liability by utilizing the Black-Scholes option pricing model | |
Risk-free interest rate (as a percent) | 2.09% |
Expected volatility (as a percent) | 75.47% |
Expected term | 3 years 6 months 11 days |
Expected dividend yield (as a percent) | 0.00% |
Fair Value Measurements - Fai65
Fair Value Measurements - Fair Value Hierarchy Table (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Liabilities measured at fair value | ||
Warrant liability | $ 1,773 | |
Recurring basis | ||
Liabilities measured at fair value | ||
Total | 1,773 | $ 3,401 |
Recurring basis | Tradable warrants | ||
Liabilities measured at fair value | ||
Warrant liability | 1,755 | 3,338 |
Recurring basis | Non-tradable Warrants | ||
Liabilities measured at fair value | ||
Warrant liability | 18 | 63 |
Recurring basis | Level 1 | ||
Liabilities measured at fair value | ||
Total | 1,755 | |
Recurring basis | Level 1 | Tradable warrants | ||
Liabilities measured at fair value | ||
Warrant liability | 1,755 | |
Recurring basis | Level 3 | ||
Liabilities measured at fair value | ||
Total | 18 | 3,401 |
Recurring basis | Level 3 | Tradable warrants | ||
Liabilities measured at fair value | ||
Warrant liability | 3,338 | |
Recurring basis | Level 3 | Non-tradable Warrants | ||
Liabilities measured at fair value | ||
Warrant liability | $ 18 | $ 63 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Level 3 Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of the warrant liability measured at fair value | ||
Balance at the beginning of the period | $ 3,401 | |
Issuance of warrants | $ 7,389 | |
Change in fair value upon re-measurement | 1,474 | (3,988) |
Balance at the end of the period | 18 | $ 3,401 |
Tradable warrants | ||
Reconciliation of the warrant liability measured at fair value | ||
Reclassification of tradable warrants to Level 1 | $ (4,857) |
Fair Value Measurements - Trans
Fair Value Measurements - Transfers (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Fair Value Measurements | |
Amount of transfers of assets out of Level 1 into Level 2 | $ 0 |
Amount of transfers of assets out of Level 2 into Level 1 | 0 |
Amount of transfers of liabilities out of Level 1 into Level 2 | 0 |
Amount of transfers of liabilities out of Level 2 into Level 1 | $ 0 |
Income Taxes - Income (Loss) be
Income Taxes - Income (Loss) before Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income taxes based on income (loss) before income tax expense | ||
Domestic | $ (24,131) | $ (19,738) |
Foreign | 52 | 85 |
Net loss before income taxes | $ (24,079) | $ (19,653) |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Current | ||
Foreign | $ 13 | $ 14 |
Total Current | 13 | 14 |
Total Expense | $ 13 | $ 14 |
Income Taxes - Net Operating Lo
Income Taxes - Net Operating Loss Carryforwards (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Federal | |
Income Taxes | |
Net operating loss (NOL) carry forwards | $ 210,529 |
State | |
Income Taxes | |
Net operating loss (NOL) carry forwards | $ 169,672 |
Income Taxes - Tax Credit Carry
Income Taxes - Tax Credit Carry Forwards (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Research and Development Tax Credit Carry Forwards | IRS | |
Income Taxes | |
Tax credit carry forwards | $ 79,725 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Unrecognized tax benefits | |
Unrecognized tax benefits | $ 0 |
Interest and penalties accrued | $ 0 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Net operating loss carryovers | $ 57,557 | $ 75,829 |
R&D tax credits | 79,725 | 71,811 |
Non-qualified stock options | 5,355 | 7,413 |
Deferred revenue | 1,242 | 2,030 |
Charitable contributions | 4 | 6 |
Accrued expenses | 407 | 618 |
Fixed assets | 85 | 102 |
Deferred tax assets | 144,375 | 157,809 |
Less valuation allowance | (144,375) | (157,809) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Valuation Allowa
Income Taxes - Valuation Allowance (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes | ||
Net change in valuation allowance | $ (13,434,000) | $ 8,738,000 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax (Expense) Benefit at the Statutory Federal Income Tax Rate and Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of income tax (expense) benefit at the statutory federal income tax rate and income taxes | |||
Federal income tax expense at statutory rate (as a percent) | 34.00% | 34.00% | |
Permanent items (as a percent) | (8.10%) | (5.90%) | |
Effect of Tax Act (as a percent) | (116.90%) | ||
State income tax, net of federal benefit (as a percent) | 5.80% | (15.80%) | |
Tax credits (as a percent) | 29.30% | 33.50% | |
Provision to return (as a percent) | (1.50%) | ||
Change in valuation allowance (as a percent) | 55.80% | (44.50%) | |
Other (as a percent) | 0.10% | ||
Effective income tax rate (as a percent) | (0.10%) | (0.10%) | |
Deferred tax assets | $ 28,100 | ||
Accumulated foreign earnings provisional income tax expense | $ 115 | ||
Forecast | |||
Reconciliation of income tax (expense) benefit at the statutory federal income tax rate and income taxes | |||
Federal income tax expense at statutory rate (as a percent) | 21.00% |
Stock-Based Compensation - Comm
Stock-Based Compensation - Common Stock Reserved for Issuance and Shares Available for Future Issuance (Details) - Stock options - shares | Dec. 31, 2017 | Dec. 31, 2016 | Jul. 31, 2013 |
Stock-Based Compensation | |||
Common Stock reserved for issuance (in shares) | 610,783 | ||
Evergreen provision, percentage of issued and outstanding common stock (as a percent) | 4.00% | ||
Evergreen provision, shares (in shares) | 200,000 | ||
Common Stock available for future issuance (in shares) | 57,632 | 6,275 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Stock-Based Compensation | ||
Net tax benefits related to the stock-based compensation costs | $ 0 | |
Total stock-based compensation | 1,710 | $ 3,929 |
General and administrative | ||
Stock-Based Compensation | ||
Total stock-based compensation | 975 | 1,887 |
Research and development | ||
Stock-Based Compensation | ||
Total stock-based compensation | $ 735 | $ 2,042 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - Stock options - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Shares Available for Grant | ||
Balance at the beginning of the period (in shares) | 6,275 | |
Authorized (in shares) | 200,000 | |
Granted (in shares) | (198,811) | |
Forfeitures (in shares) | (50,168) | |
Balance at the end of the period (in shares) | 57,632 | 6,275 |
Number of Shares | ||
Balance at the beginning of the period (in shares) | 746,353 | |
Granted (in shares) | (198,811) | |
Forfeitures (in shares) | (50,168) | |
Balance at the end of the period (in shares) | 894,996 | 746,353 |
Vested or expected to vest at the end of the period (in shares) | 882,972 | |
Exercisable at the end of the period (in shares) | 604,555 | |
Weighted-Average Exercise Price | ||
Balance at the beginning of the period (in dollars per share) | $ 53.50 | |
Granted (in dollars per share) | 2.57 | |
Forfeitures (in dollars per share) | 85.25 | |
Balance at the end of the period (in dollars per share) | 40.41 | $ 53.50 |
Vested or expected to vest at the end of the period (in dollars per share) | 57.02 | |
Exercisable at the end of the period (in dollars per share) | $ 57.02 | |
Additional Disclosures | ||
Weighted average remaining contractual term | 7 years 4 months 17 days | 7 years 8 months 12 days |
Weighted average remaining contractual term of options vested or expected to vest | 6 years 8 months 19 days | |
Weighted average remaining contractual term of options exercisable | 6 years 8 months 19 days | |
Aggregate intrinsic value of options outstanding | $ 0 | $ 0 |
Aggregate intrinsic value of options vested or expected to vest | 0 | |
Aggregate intrinsic value of options exercisable | $ 0 |
Stock-Based Compensation - Intr
Stock-Based Compensation - Intrinsic Value of Options Exercised (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Stock options | ||
Additional Disclosures | ||
Intrinsic value of options exercised | $ 0 | $ 0 |
Stock-Based Compensation - St80
Stock-Based Compensation - Stock Options Outstanding and Exercisable (Details) - Stock options | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Share-Based Compensation | |
Shares (in shares) | 894,996 |
Exercisable (in shares) | 604,555 |
Exercise Price Range $1.51 - $6.50 | |
Share-Based Compensation | |
Exercise price, lower range limit (in dollars per share) | $ / shares | $ 1.51 |
Exercise price, upper range limit (in dollars per share) | $ / shares | $ 6.50 |
Shares (in shares) | 488,818 |
Exercisable (in shares) | 233,957 |
Exercise Price Range $14.80 - $15.00 | |
Share-Based Compensation | |
Exercise price, lower range limit (in dollars per share) | $ / shares | $ 14.80 |
Exercise price, upper range limit (in dollars per share) | $ / shares | $ 15 |
Shares (in shares) | 37,375 |
Exercisable (in shares) | 25,326 |
Exercise Price Range $23.20 - $39.80 | |
Share-Based Compensation | |
Exercise price, lower range limit (in dollars per share) | $ / shares | $ 23.20 |
Exercise price, upper range limit (in dollars per share) | $ / shares | $ 39.80 |
Shares (in shares) | 99,029 |
Exercisable (in shares) | 79,180 |
Exercise Price Range $43.40 - $75.30 | |
Share-Based Compensation | |
Exercise price, lower range limit (in dollars per share) | $ / shares | $ 43.40 |
Exercise price, upper range limit (in dollars per share) | $ / shares | $ 75.30 |
Shares (in shares) | 91,345 |
Exercisable (in shares) | 87,706 |
Exercise Price Range $132.80 - $151.20 | |
Share-Based Compensation | |
Exercise price, lower range limit (in dollars per share) | $ / shares | $ 132.80 |
Exercise price, upper range limit (in dollars per share) | $ / shares | $ 151.20 |
Shares (in shares) | 173,079 |
Exercisable (in shares) | 173,036 |
Exercise Price Range $277.10 - $291.40 | |
Share-Based Compensation | |
Exercise price, lower range limit (in dollars per share) | $ / shares | $ 277.10 |
Exercise price, upper range limit (in dollars per share) | $ / shares | $ 291.40 |
Shares (in shares) | 5,350 |
Exercisable (in shares) | 5,350 |
Stock-Based Compensation - Opti
Stock-Based Compensation - Options Granted after April 23, 2013 - Unrecognized Compensation Expense (Details) - Options granted after April 23, 2013 - Stock options $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Stock-Based Compensation | |
Unrecognized compensation expense related to unvested stock options | $ 1,065 |
Weighted-average period for recognizing unrecognized compensation expense related to unvested stock options (in years) | 1 year 8 months 19 days |
Stock-Based Compensation - Op82
Stock-Based Compensation - Options Granted after April 23, 2013 - Fair Value Assumptions (Details) - Options granted after April 23, 2013 - Stock options - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Assumptions used | ||
Risk-free interest rate (as a percent) | 2.09% | 1.49% |
Expected volatility (as a percent) | 79.02% | 78.70% |
Expected term (in years) | 5 years 11 months 23 days | 5 years 8 months 5 days |
Expected dividend yield (as a percent) | 0.00% | 0.00% |
Weighted average grant fair value (in dollars per share) | $ 1.76 | $ 3.75 |
Annualized forfeiture rate (as a percent) | 4.14% | 4.14% |
Stock-Based Compensation - Op83
Stock-Based Compensation - Options Granted through April 23, 2013 (Details) - USD ($) | Apr. 23, 2013 | Dec. 31, 2017 | Dec. 31, 2016 |
Stock-Based Compensation | |||
Unrecognized compensation expense of unvested liability awards | $ 0 | ||
Stock options | 2007 Plan | Options granted through April 23, 2013 | |||
Stock-Based Compensation | |||
Reclassification to stockholders' deficit | $ 14,482,000 | ||
Unrecognized compensation expense of unvested liability awards | $ 0 | $ 0 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - Retirement Savings Plan - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Minimum age of employees required to be eligible for participation | 21 years | |
Minimum working hours per year required to be eligible for participation | 1000 hours | |
Employer's match for every dollar of the first specified percentage of payroll that employees invest | $ 0.75 | |
Employer's matching contribution percentage | 6.00% | |
Contributions | $ 124,000 | $ 146,000 |
Commitments and Contingencies -
Commitments and Contingencies - Office and Lab Space in Newton, Pennsylvania (Details) | 1 Months Ended | 12 Months Ended | 19 Months Ended | ||||||
Oct. 31, 2009Option | Feb. 28, 2019USD ($) | Feb. 28, 2018USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Feb. 28, 2017USD ($) | Sep. 30, 2012ft² | Jan. 31, 2007ft² | |
Operating leases | |||||||||
Lease rent per month | $ 14,200 | $ 13,800 | |||||||
Office and lab space of 8,100 square feet area in Newtown, Pennsylvania | |||||||||
Operating leases | |||||||||
Area of space leased (in square feet) | ft² | 8,100 | ||||||||
Number of options available for lease extensions | Option | 3 | ||||||||
Additional lease term under option | 1 year | ||||||||
Lease rent per month | $ 11,900 | $ 11,500 | $ 11,000 | ||||||
Additional office space of 1,356 square feet area in Newtown, Pennsylvania | |||||||||
Operating leases | |||||||||
Area of space leased (in square feet) | ft² | 1,356 | ||||||||
Sub-lease rent per month | $ 1,600 |
Commitments and Contingencies86
Commitments and Contingencies - Office Space in Munich, Germany (Details) - USD ($) | 12 Months Ended | |
Feb. 28, 2019 | Feb. 28, 2018 | |
Operating leases | ||
Lease rent per month | $ 14,200 | $ 13,800 |
Commitments and Contingencies87
Commitments and Contingencies - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Future minimum lease payments under non-cancellable leases | |
2,018 | $ 170 |
2,019 | 28 |
Total minimum lease payments | $ 198 |
Commitments and Contingencies88
Commitments and Contingencies - Rent Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Commitments and Contingencies | ||
Net rent expense | $ 152 | $ 191 |
Restructuring (Details)
Restructuring (Details) - Employee severance $ in Millions | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2016employee | Feb. 29, 2016employee | Dec. 31, 2016USD ($) | |
Restructuring | |||
Workforce reduction, number of employees | employee | 6 | 6 | |
Severance-related charge | $ 3 | ||
Accelerated vesting of the outstanding stock options for certain of the affected employees | $ 1.4 |
Research Agreements (Details)
Research Agreements (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Temple | |
Research Agreements | |
Sales generated from products covered by the licensed patents | $ 0 |
License and Collaboration Agr91
License and Collaboration Agreements - Baxalta Agreement (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2012 | Dec. 31, 2017 | Dec. 31, 2016 | |
License and collaboration agreements | |||
Revenue | $ 787 | $ 5,546 | |
License agreement | Rigosertib | Baxalta | |||
License and collaboration agreements | |||
Upfront payment | $ 50,000 | ||
Revenue | $ 4,999 | ||
License agreement | Rigosertib | Baxalta | Rigosertib IV in higher risk MDS patients | |||
License and collaboration agreements | |||
Funding percentage to the entity (as a percent) | 50.00% | ||
Cost funded to the entity | $ 15,000 |
License and Collaboration Agr92
License and Collaboration Agreements - SymBio Agreement (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2011 | Dec. 31, 2017 | Dec. 31, 2016 | |
License and collaboration agreements | |||
Revenues | $ 787 | $ 5,546 | |
License agreement | Rigosertib | SymBio | |||
License and collaboration agreements | |||
Upfront payment | $ 7,500 | ||
Aggregate milestone payments | 22,000 | ||
Aggregate potential milestone payments based on annual net sales of rigosertib | $ 30,000 | ||
Percentage of royalty payments based on net sales of rigosertib (as a percent) | 20.00% | ||
Revenues | 454 | 455 | |
Supply commitment agreement | Rigosertib | SymBio | |||
License and collaboration agreements | |||
Binding commitments | $ 0 | ||
Revenues | $ 333 | $ 92 | |
United States and Japan | License agreement | Rigosertib | SymBio | |||
License and collaboration agreements | |||
Aggregate milestone payments due upon receipt of marketing approval for an additional indication | 4,000 | ||
United States | License agreement | Rigosertib | SymBio | MDS IV indication | |||
License and collaboration agreements | |||
Regulatory milestones payments due upon receipt of marketing approval for indication | 5,000 | ||
United States | License agreement | Rigosertib | SymBio | Rigosertib oral in lower risk MDS patients | |||
License and collaboration agreements | |||
Regulatory milestones payments due upon receipt of marketing approval for indication | 5,000 | ||
Japan | License agreement | Rigosertib | SymBio | MDS IV indication | |||
License and collaboration agreements | |||
Regulatory milestones payments due upon receipt of marketing approval for indication | 3,000 | ||
Japan | License agreement | Rigosertib | SymBio | Rigosertib oral in lower risk MDS patients | |||
License and collaboration agreements | |||
Regulatory milestones payments due upon receipt of marketing approval for indication | $ 5,000 |
Preclinical Collaboration (Deta
Preclinical Collaboration (Details) - GBO $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2014USD ($) | Dec. 31, 2017Programitem | Dec. 31, 2013USD ($) | Dec. 31, 2012Program | |
Preclinical Collaboration | ||||
Number of new programs to be collaborated and developed | Program | 2 | 2 | ||
Ownership interest in the joint venture (as a percent) | 90.00% | |||
Period for which option available to cancel the license and purchase all rights following 15-month anniversary of commencement of program | 30 days | |||
Period of anniversary following which option available to cancel the license and purchase all rights for thirty days | 15 months | |||
Number of buy-back scenarios | item | 3 | |||
GVK BIO | ||||
Preclinical Collaboration | ||||
Initial capital contribution | $ 500 | |||
Ownership interest in the joint venture (as a percent) | 17.50% | 10.00% | ||
Additional capital contributions | $ 500 | |||
GVK BIO | Minimum | ||||
Preclinical Collaboration | ||||
Ownership interest in the joint venture (as a percent) | 10.00% | |||
GVK BIO | Maximum | ||||
Preclinical Collaboration | ||||
Ownership interest in the joint venture (as a percent) | 50.00% |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Mount Sinai | ||
Related-Party Transactions | ||
Payments to related party | $ 351,000 | $ 548,000 |
Amounts due to related party | 526,000 | 175,000 |
Member of board of directors | ||
Related-Party Transactions | ||
Payments to related party | 132,000 | 131,000 |
Amounts due to related party | $ 33,000 | $ 33,000 |
Securities Registrations and 95
Securities Registrations and Sales Agreements - Sales and Purchase Agreements (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 08, 2015 | Oct. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
At-the-market equity program | ||||
Securities Registrations and Sales Agreement | ||||
Issuance of stock (in shares) | 0 | 2,715,165 | ||
Net proceeds from sales of common stock | $ 6,018 | |||
Lincoln Park | Purchase agreement | ||||
Securities Registrations and Sales Agreement | ||||
Issuance of stock (in shares) | 84,676 | 84,676 | ||
Aggregate offering price | $ 15,000 | $ 15,000 | ||
Net proceeds from sales of common stock | $ 1,500 | $ 1,500 | ||
Business day limit (in shares) | 10,000 | |||
Business day limit contingent upon the closing price of the stock (in shares) | 25,000 | |||
Regular purchase, one day limit | $ 1,000 | |||
Beneficial ownership percentage (as a percent) | 4.99% | |||
Beneficial ownership percentage after 180 days (as a percent) | 9.99% | |||
Maximum shares issued as a percentage of shares outstanding (as a percent) | 19.99% | |||
Minimum average price per share (in dollars per share) | $ 15.56 | |||
Stock issued as consideration (in shares) | 20,000 |
Securities Registrations and 96
Securities Registrations and Sales Agreements - Securities Purchase Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 05, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Sale of Securities | |||
Value of stock issued | $ 6,360 | $ 1,041 | |
Securities Purchase Agreement | |||
Sale of Securities | |||
Issuance of stock (in shares) | 193,684 | ||
Share price (in dollars per share) | $ 9.50 | ||
Aggregate net proceeds | $ 1,609 | ||
Securities Purchase Agreement | Common Stock Warrants | |||
Sale of Securities | |||
Shares of common stock warrants will purchase (in shares) | 96,842 | ||
Value of stock issued | $ 1,840 | ||
Exercise price (in dollars per share) | $ 11.50 |
Securities Registrations and 97
Securities Registrations and Sales Agreements - Warrants and Rights Offering (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 14, 2017 | Nov. 09, 2017 | Jul. 29, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Sale of Securities | |||||
Gross proceeds | $ 6,360 | $ 17,420 | |||
Dealer-Manager Agreement, rights offering | |||||
Sale of Securities | |||||
Beneficial ownership percentage threshold, elect to receive, in lieu of shares of common stock, certain pre-funded warrants to purchase the same amount of shares of common stock (as a percent) | 4.99% | ||||
Gross proceeds | $ 17,400 | ||||
Aggregate net proceeds | $ 15,800 | ||||
Issuance of stock (in shares) | 3,599,786 | ||||
Percentage of value of units sold to holders of subscription rights (as a percent) | 4.50% | ||||
Percentage of value of units sold to other holders of subscription rights (as a percent) | 8.00% | ||||
Non-accountable expense allowance paid | $ 100 | ||||
FBR Capital Markets and Co. | ATM Program | |||||
Sale of Securities | |||||
Issuance of stock (in shares) | 20,499 | 0 | |||
Net proceeds from sales of common stock | $ 64 | ||||
Laidlaw | Placement Agency Agreement | |||||
Sale of Securities | |||||
Issuance of stock (in shares) | 920,000 | ||||
Price per share (in dollars per share) | $ 1.50 | ||||
Net proceeds from sales of common stock | $ 1,082 | ||||
Non-transferrable Subscription Rights | Dealer-Manager Agreement, rights offering | |||||
Sale of Securities | |||||
Shares of common stock per unit (in shares) | 1 | ||||
Tradable warrants per unit (in shares) | 0.75 | ||||
Number of rights issued per share of common stock (in shares) | 1.5 | ||||
Sale price per unit (in dollars per share) | $ 4.10 | ||||
Rights or warrants issued (in shares) | 4,256,186 | ||||
Tradable warrants | Dealer-Manager Agreement, rights offering | |||||
Sale of Securities | |||||
Shares into which each warrant can be converted (in shares) | 1 | ||||
Exercise price (in dollars per share) | $ 4.92 | ||||
Rights or warrants issued (in shares) | 3,192,022 | ||||
Exercisable, term (in years) | 5 years | ||||
Redemption period (in years) | 1 year | ||||
Redemption price (in dollars per share) | $ 0.001 | ||||
Volume weighted average price per share of common stock (in dollars per share) | $ 12.30 | ||||
Threshold consecutive trading days (in days) | 10 days | ||||
Pre-funded warrants | Dealer-Manager Agreement, rights offering | |||||
Sale of Securities | |||||
Shares into which each warrant can be converted (in shares) | 1 | ||||
Beneficial ownership percentage threshold, extend exercise period (as a percent) | 4.99% | ||||
Exercise price (in dollars per share) | $ 0.01 | ||||
Rights or warrants issued (in shares) | 656,400 | ||||
Exercise, term (in years) | 7 years |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 16, 2018 | Mar. 02, 2018 | Feb. 12, 2018 | Feb. 08, 2018 | Nov. 14, 2017 | Apr. 26, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Feb. 28, 2018 | Feb. 27, 2018 | May 31, 2016 | May 30, 2016 |
Subsequent Events | ||||||||||||
Preferred stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 | ||||||||||
Common stock, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 | 75,000,000 | ||||||||
Fair value of warrant liability | $ 1,773 | |||||||||||
Change in fair value of warrant liabilities | $ (1,628) | $ (3,988) | ||||||||||
Common Stock | ||||||||||||
Subsequent Events | ||||||||||||
Issuance of stock (in shares) | 4,011,268 | 193,684 | ||||||||||
The Offering | ||||||||||||
Subsequent Events | ||||||||||||
Issuance of stock (in shares) | 920,000 | 2,476,190 | ||||||||||
Subsequent Events | ||||||||||||
Subsequent Events | ||||||||||||
Net proceeds from stock offering | $ 8,700 | |||||||||||
Capital stock, shares authorized | 105,000,000 | 30,000,000 | ||||||||||
Common stock, shares authorized | 100,000,000 | 25,000,000 | ||||||||||
Fair value of warrant liability | $ 1,007 | |||||||||||
Change in fair value of warrant liabilities | $ 766 | |||||||||||
Subsequent Events | Minimum | ||||||||||||
Subsequent Events | ||||||||||||
Maximum percentage of shareholding for conversion (in percentage) | 4.99% | |||||||||||
Subsequent Events | Maximum | ||||||||||||
Subsequent Events | ||||||||||||
Maximum percentage of shareholding for conversion (in percentage) | 9.99% | |||||||||||
Subsequent Events | Common Stock | ||||||||||||
Subsequent Events | ||||||||||||
Number of common stock for each 0.1 share of preferred stock | 1 | |||||||||||
Subsequent Events | Pre-funded warrants | ||||||||||||
Subsequent Events | ||||||||||||
Warrant exercise price (in dollars per share) | $ 0.01 | |||||||||||
Subsequent Events | Preferred stock warrants | Series A Convertible Preferred Stock | ||||||||||||
Subsequent Events | ||||||||||||
Warrant exercise price (in dollars per share) | $ 1.01 | |||||||||||
Subsequent Events | HCW | ||||||||||||
Subsequent Events | ||||||||||||
Underwriters commission (in percentage) | 7.00% | |||||||||||
Management fee (in percentage) | 1.00% | |||||||||||
Subsequent Events | HCW | Series A Convertible Preferred Stock | ||||||||||||
Subsequent Events | ||||||||||||
Number of securities converted from warrants as compensation | 49,737.5 | |||||||||||
Subsequent Events | HCW | Common Stock | ||||||||||||
Subsequent Events | ||||||||||||
Number of common stock shares for conversion preferred stock received as compensation | 497,375 | |||||||||||
Subsequent Events | HCW | Preferred stock warrants | Series A Convertible Preferred Stock | ||||||||||||
Subsequent Events | ||||||||||||
Warrants exercise price received as compensation (in dollars per share) | $ 1.2625 | |||||||||||
Number of securities converted from each warrant as compensation | 0.1 | |||||||||||
Subsequent Events | Pint | License agreement | Rigosertib | ||||||||||||
Subsequent Events | ||||||||||||
Maximum proceeds for additional regulatory, development and sales-based milestone payments | $ 42,750 | |||||||||||
Prior written notice period for termination (in days) | 45 days | |||||||||||
Subsequent Events | Pint | Securities Purchase Agreement | ||||||||||||
Subsequent Events | ||||||||||||
Number consecutive trading days to purchase shares | 10 days | |||||||||||
Lock-up period for purchased shares by counterparty (in years) | 1 year | |||||||||||
Subsequent Events | The Offering | Common Stock | ||||||||||||
Subsequent Events | ||||||||||||
Issuance of stock (in shares) | 5,707,500 | |||||||||||
Share price (in dollars per share) | $ 1.01 | |||||||||||
Subsequent Events | The Offering | Pre-funded warrants | ||||||||||||
Subsequent Events | ||||||||||||
Warrant purchase price (in dollars per share) | $ 1 | |||||||||||
Subsequent Events | The Offering | Pre-funded warrants | Common Stock | ||||||||||||
Subsequent Events | ||||||||||||
Number of securities to each class of warrant (in shares) | 2,942,500 | |||||||||||
Subsequent Events | The Offering | Preferred stock warrants | Series A Convertible Preferred Stock | ||||||||||||
Subsequent Events | ||||||||||||
Number of securities to each class of warrant (in shares) | 865,000 | |||||||||||
Preferred stock, par value per share (in dollars per share) | $ 0.01 | |||||||||||
Portion of preferred stock for each warrant (in share) | 0.1 | |||||||||||
Subsequent Events | Underwriter's option | HCW | ||||||||||||
Subsequent Events | ||||||||||||
Period available to underwriters to purchase additional shares under the offering | 30 days | |||||||||||
Subsequent Events | Underwriter's option | HCW | Common Stock | ||||||||||||
Subsequent Events | ||||||||||||
Issuance of stock (in shares) | 1,297,500 | |||||||||||
Share price (in dollars per share) | $ 1 | |||||||||||
Subsequent Events | Underwriter's option | HCW | Preferred stock warrants | Common Stock | ||||||||||||
Subsequent Events | ||||||||||||
Number of securities to each class of warrant (in shares) | 129,750 | |||||||||||
Warrant purchase price (in dollars per share) | $ 0.01 |