Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 10, 2016 | Jun. 30, 2015 | |
Document and Entity Information | |||
Entity Registrant Name | SYNTA PHARMACEUTICALS CORP | ||
Entity Central Index Key | 1,157,601 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
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 | Accelerated Filer | ||
Entity Public Float | $ 205,260,638 | ||
Entity Common Stock, Shares Outstanding | 137,806,441 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 34,966 | $ 46,024 |
Marketable securities | 31,608 | 51,666 |
Prepaid expenses and other current assets | 1,201 | 1,656 |
Total current assets | 67,775 | 99,346 |
Property and equipment, net | 420 | 1,024 |
Other assets | 305 | |
Total assets | 68,195 | 100,675 |
Current liabilities: | ||
Accounts payable | 1,299 | 3,139 |
Accrued contract research costs | 6,863 | 12,317 |
Other accrued liabilities | 4,976 | 6,177 |
Current portion of capital lease obligations | 43 | 42 |
Current portion of term loans | 4,607 | 9,214 |
Total current liabilities | 17,788 | 30,889 |
Long-term liabilities: | ||
Capital lease obligations, net of current portion | 43 | |
Term loans, net of current portion | 4,607 | |
Total long-term liabilities | 4,650 | |
Total liabilities | $ 17,788 | $ 35,539 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity: | ||
Preferred stock, par value $0.0001 per share Authorized: 5,000,000 shares at December 31, 2015 and 2014; no shares issued and outstanding at December 31, 2015 and 2014 | ||
Common stock, par value $0.0001 per share Authorized: 200,000,000 shares at December 31, 2015 and December 31, 2014; 137,788,584 and 109,120,670 shares issued and outstanding at December 31, 2015 and 2014, respectively | $ 14 | $ 11 |
Additional paid-in-capital | 756,633 | 702,694 |
Accumulated other comprehensive income | 4 | 4 |
Accumulated deficit | (706,244) | (637,573) |
Total stockholders' equity | 50,407 | 65,136 |
Total liabilities and stockholders' equity | $ 68,195 | $ 100,675 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Consolidated Balance Sheets | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, Authorized shares | 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) | $ 0.0001 | $ 0.0001 |
Common stock, Authorized shares | 200,000,000 | 200,000,000 |
Common stock, shares issued | 137,788,584 | 109,120,670 |
Common stock, shares outstanding | 137,788,584 | 109,120,670 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating expenses: | |||||||||||
Research and development | $ 7,246 | $ 14,413 | $ 16,377 | $ 16,182 | $ 15,653 | $ 16,208 | $ 18,761 | $ 17,583 | $ 54,218 | $ 68,205 | $ 71,860 |
General and administrative | 3,134 | 2,981 | 3,127 | 4,150 | 4,241 | 3,241 | 2,940 | 5,324 | 13,392 | 15,746 | 15,699 |
Total operating expenses | 10,380 | 17,394 | 19,504 | 20,332 | 19,894 | 19,449 | 21,701 | 22,907 | 67,610 | 83,951 | 87,559 |
Loss from operations | (10,380) | (17,394) | (19,504) | (20,332) | (19,894) | (19,449) | (21,701) | (22,907) | (67,610) | (83,951) | (87,559) |
Interest expense, net | (156) | (234) | (296) | (375) | (458) | (517) | (585) | (650) | (1,061) | (2,210) | (2,633) |
Net loss | $ (10,536) | $ (17,628) | $ (19,800) | $ (20,707) | $ (20,352) | $ (19,966) | $ (22,286) | $ (23,557) | $ (68,671) | $ (86,161) | $ (90,192) |
Net loss per common share: | |||||||||||
Basic and diluted net loss per common share (in dollars per share) | $ (0.08) | $ (0.13) | $ (0.15) | $ (0.19) | $ (0.19) | $ (0.19) | $ (0.24) | $ (0.28) | $ (0.53) | $ (0.87) | $ (1.27) |
Basic and diluted weighted average number of common shares outstanding | 137,336,309 | 135,971,551 | 132,295,909 | 108,376,264 | 108,366,504 | 105,774,949 | 94,046,278 | 85,438,127 | 128,594,835 | 98,489,470 | 70,976,705 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Consolidated Statements of Comprehensive Loss | |||
Net loss | $ (68,671) | $ (86,161) | $ (90,192) |
Other comprehensive income (loss): | |||
Unrealized gain (loss) on available-for-sale securities | (13) | 15 | |
Comprehensive loss | $ (68,671) | $ (86,174) | $ (90,177) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common stock | Additional paid-in capital | Accumulated other comprehensive income (loss) | Accumulated deficit | Total |
Balance at Dec. 31, 2012 | $ 7 | $ 536,277 | $ 2 | $ (461,220) | $ 75,066 |
Balance (in shares) at Dec. 31, 2012 | 68,930,082 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of common shares in equity offering, excluding to related parties, net | $ 1 | 37,628 | 37,629 | ||
Issuance of common shares in equity offering, excluding to related parties, net (in shares) | 10,916,667 | ||||
Issuance of common shares to related parties | $ 1 | 19,436 | 19,437 | ||
Issuance of common shares to related parties (in shares) | 5,183,333 | ||||
Issuance of restricted common shares (in shares) | 140,000 | ||||
Forfeitures of restricted common shares (in shares) | (75,000) | ||||
Exercise of stock options | 1,106 | 1,106 | |||
Exercise of stock options (in shares) | 137,424 | ||||
Compensation expense related to stock options for services | 6,030 | 6,030 | |||
Unrealized gain (loss) on marketable securities | 15 | 15 | |||
Net loss | (90,192) | (90,192) | |||
Balance at Dec. 31, 2013 | $ 9 | 600,477 | 17 | (551,412) | 49,091 |
Balance (in shares) at Dec. 31, 2013 | 85,232,506 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of common shares in equity offering, excluding to related parties, net | $ 2 | 88,940 | 88,942 | ||
Issuance of common shares in equity offering, excluding to related parties, net (in shares) | 21,692,753 | ||||
Issuance of common shares to related parties | 4,992 | 4,992 | |||
Issuance of common shares to related parties (in shares) | 1,250,000 | ||||
Issuance of restricted common shares (in shares) | 764,022 | ||||
Forfeitures of restricted common shares (in shares) | (25,000) | ||||
Exercise of stock options | 854 | 854 | |||
Exercise of stock options (in shares) | 206,389 | ||||
Compensation expense related to stock options for services | 7,431 | 7,431 | |||
Unrealized gain (loss) on marketable securities | (13) | (13) | |||
Net loss | (86,161) | (86,161) | |||
Balance at Dec. 31, 2014 | $ 11 | 702,694 | 4 | (637,573) | $ 65,136 |
Balance (in shares) at Dec. 31, 2014 | 109,120,670 | 109,120,670 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of common shares in equity offering, excluding to related parties, net | $ 2 | 36,940 | $ 36,942 | ||
Issuance of common shares in equity offering, excluding to related parties, net (in shares) | 21,657,369 | ||||
Issuance of common shares to related parties | $ 1 | 12,699 | 12,700 | ||
Issuance of common shares to related parties (in shares) | 7,257,142 | ||||
Issuance of restricted common shares (in shares) | 253,403 | ||||
Forfeitures of restricted common shares (in shares) | (500,000) | ||||
Compensation expense related to stock options for services | 4,300 | 4,300 | |||
Net loss | (68,671) | (68,671) | |||
Balance at Dec. 31, 2015 | $ 14 | $ 756,633 | $ 4 | $ (706,244) | $ 50,407 |
Balance (in shares) at Dec. 31, 2015 | 137,788,584 | 137,788,584 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | |||
Net loss | $ (68,671) | $ (86,161) | $ (90,192) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Stock-based compensation expense | 4,300 | 7,431 | 6,030 |
Depreciation and amortization | 662 | 673 | 516 |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other current assets | 455 | 102 | 21 |
Other assets | 305 | 111 | (951) |
Accounts payable | (1,840) | (3,450) | 928 |
Accrued contract research costs | (5,454) | 1,910 | 5,646 |
Other accrued liabilities | (1,201) | 459 | 591 |
Net cash used in operating activities | (71,444) | (78,925) | (77,411) |
Cash flows from investing activities: | |||
Purchases of marketable securities | (117,135) | (93,845) | (114,151) |
Maturities of marketable securities | 137,193 | 85,152 | 90,267 |
Purchases of property and equipment | (58) | (144) | (769) |
Net cash provided by (used) in investing activities | 20,000 | (8,837) | (24,653) |
Cash flows from financing activities: | |||
Proceeds from issuances of common stock, excluding to related parties, and exercise of common stock options, net of transaction costs | 36,942 | 89,796 | 38,735 |
Proceeds from the sale of common stock to related parties | 12,700 | 4,992 | 19,437 |
Proceeds from term loans | 13,500 | ||
Payment of term loans | (9,214) | (9,450) | (2,617) |
Payment of capital lease obligations | (42) | (42) | (13) |
Net cash provided by financing activities | 40,386 | 85,296 | 69,042 |
Net decrease in cash and cash equivalents | (11,058) | (2,466) | (33,022) |
Cash and cash equivalents at beginning of period | 46,024 | 48,490 | 81,512 |
Cash and cash equivalents at end of period | 34,966 | 46,024 | 48,490 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | $ 957 | $ 1,875 | 2,512 |
Assets acquired under capital lease | $ 126 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2015 | |
Nature of Business | |
Nature of Business | (1) Nature of Business Synta Pharmaceuticals Corp. (the Company) was incorporated in March 2000 and commenced operations in July 2001. The Company is a company that has historically focused on the research, development and commercialization of novel oncology medicines that have the potential to change the lives of cancer patients. The Company is subject to risks common to emerging companies in the drug development and pharmaceutical industry including, but not limited to, uncertainty of product development and commercialization, lack of marketing and sales history, dependence on key personnel, uncertainty of market acceptance of products and product reimbursement, product liability, uncertain protection of proprietary technology, potential inability to raise additional financing and compliance with the U.S. Food and Drug Administration and other government regulations. The Company has incurred significant operating losses since its inception and, as a result, as of December 31, 2015 had an accumulated deficit of $706.2 million. Operations have been funded principally through the sale of common stock and convertible preferred stock, capital leases, non-refundable payments under the former collaboration agreements with GlaxoSmithKline (GSK) and Hoffman-La Roche (Roche), and proceeds from term loans by General Electric Capital Corporation (GECC) and Oxford Finance Corporation (Oxford) (see Note 9). In October 2015, the Company announced the decision to terminate for futility the Phase 3 GALAXY-2 trial of its novel heat shock protein 90 (Hsp90) inhibitor, ganetespib, and docetaxel in the second-line treatment of patients with advanced non-small cell lung adenocarcinoma, and initiated a comprehensive review of its strategy. In November 2015, the Company committed to a restructuring that consisted primarily of a workforce reduction of 45 positions, to a total of 33 positions, to better align its workforce to its revised operating plan. As announced in March 2016, in order to conserve cash while the Company continues to evaluate business alternatives to maximize value for stockholders, the Company committed to an additional restructuring in February 2016 that consisted primarily of a workforce reduction of 23 positions, including 19 research and development positions, to a total of 10 remaining positions. In connection with this restructuring, the Company discontinued a substantial portion of its research and development activities and no longer anticipates expending material resources on any of its drug candidates. As previously announced in the Company's Current Report on Form 8-K filed on March 1, 2016, reporting the restructuring of its workforce, the Company has been considering potential strategic alternatives to enhance stockholder value. Such strategic alternatives include, but are not limited to, a sale of the company, a business combination or collaboration, joint development and partnership opportunities, a distribution of all or a significant amount of cash to stockholders, and liquidation of the company. The Company does not know if it will be successful in pursuing any strategic alternative or that any transaction will occur; however, the Company is committed to pursuing a strategic direction that its Board of Directors believes is in the best interests of its stockholders. The Company cannot predict whether and to what extent it may continue drug development activities, if at all, and what its future cash needs may be for any such activities. The Company expects its $66.6 million in cash resources as of December 31, 2015, along with significantly lower operating expenses following the termination of the GALAXY-2 trial, subsequent restructurings in the fourth quarter of 2015 and the first quarter of 2016, and the discontinuation of a substantial portion of the Company's research and development activities will be sufficient to fund operations for at least the next twelve months. This estimate assumes no additional funding from new partnership agreements, equity financings or further sales under the Company's at-the-market-issuance sales agreement (ATM) with Cowen and Co. LLC (Cowen) (see Note 5). The timing and nature of certain activities contemplated for the remainder of 2016 will be conducted subject to the availability of sufficient financial resources. The Company may require significant additional funds earlier than it currently expects in order to continue drug development activities and to continue to fund its operations. There can be no assurances, however, that additional funding will be available on favorable terms, or at all. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates and assumptions include contract research accruals, recoverability of long-lived assets and measurement of stock-based compensation. The Company bases its estimates on historical experience and various other assumptions that management believes to be reasonable under the circumstances. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase and an investment in a money market fund to be cash equivalents. Changes in the level of cash and cash equivalents may be affected by changes in investment portfolio maturities, as well as actual cash disbursements to fund operations. The primary objective of the Company's investment activities is to preserve its capital for the purpose of funding operations and the Company does not enter into investments for trading or speculative purposes. The Company's cash is deposited in a highly rated financial institution in the United States. The Company invests in money market funds and high-grade, short-term commercial paper and corporate bonds, which management believes are subject to minimal credit and market risk. Declines in interest rates, however, would reduce future investment income. Marketable Securities Marketable securities consist of investments in high-grade corporate obligations, and government and government agency obligations that are classified as available-for-sale. Since these securities are available to fund current operations they are classified as current assets on the consolidated balance sheets. The Company adjusts the cost of available-for-sale debt securities for amortization of premiums and accretion of discounts to maturity. The Company includes such amortization and accretion as a component of interest expense, net. Realized gains and losses and declines in value, if any, that the Company judges to be other-than-temporary on available-for-sale securities are reported as a component of interest expense, net. To determine whether an other-than-temporary impairment exists, the Company considers whether it intends to sell the debt security and, if the Company does not intend to sell the debt security, it considers available evidence to assess whether it is more likely than not that it will be required to sell the security before the recovery of its amortized cost basis. During the years ended December 31, 2015, 2014 and 2013, the Company determined it did not have any securities that were other-than-temporarily impaired. Marketable securities are stated at fair value, including accrued interest, with their unrealized gains and losses included as a component of accumulated other comprehensive income or loss, which is a separate component of stockholders' equity. The fair value of these securities is based on quoted prices and observable inputs on a recurring basis. Realized gains and losses are determined on the specific identification method. During the years ended December 31, 2015, 2014 and 2013, the Company did not have any realized gains or losses on marketable securities. Fair Value of Financial Instruments The carrying amounts of the Company's financial instruments, which include cash equivalents, marketable securities and term loan obligations, approximate their fair values. The fair value of the Company's financial instruments reflects the amounts that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy has the following three levels: Level 1—quoted prices in active markets for identical assets and liabilities. Level 2—observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3—unobservable inputs that reflect the Company's own assumptions about the assumptions market participants would use in pricing the asset or liability. Financial assets and liabilities are classified in their entirety within the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement. The Company measures the fair value of its marketable securities by taking into consideration valuations obtained from third-party pricing sources. The pricing services utilize industry standard valuation models, including both income and market based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker-dealer quotes on the same or similar securities, issuer credit spreads, benchmark securities and other observable inputs. As of December 31, 2015, the Company's financial assets valued based on Level 1 inputs consisted of cash and cash equivalents in a money market fund and its financial assets valued based on Level 2 inputs consisted of high-grade corporate bonds and commercial paper. During the years ended December 31, 2015, 2014 and 2013, the Company did not have any transfers of financials assets between Levels 1 and 2. As of December 31, 2015, the Company did not have any financial liabilities that were recorded at fair value on the balance sheet. The disclosed fair value of the Company's term loan obligations is determined using current applicable rates for similar instruments as of the balance sheet date. The carrying value of the Company's term loan obligations approximates fair value as the Company's interest rate yield is near current market rate yields. The disclosed fair value of the Company's term loan obligations is based on Level 3 inputs. Property and Equipment Property, equipment and software is carried at cost and depreciated using the straight-line method over the estimated useful lives of the related assets, which range from three to seven years. Leasehold improvements are amortized over the lesser of the lease term or estimated useful life. Repairs and maintenance costs are expensed as incurred. Research and Development Costs Research and development costs are expensed as incurred. Research and development costs are comprised of costs incurred in performing research and development activities, including internal costs for salaries, bonuses, benefits, facilities, research-related overhead and stock compensation, and external costs for payments to third party contract research organizations, investigative sites and consultants in connection with the Company's preclinical and clinical programs, costs associated with drug formulation and supply of drugs for clinical trials, and other external costs. During the fourth quarter of 2015, the Company revised its estimates of certain contract research costs incurred and recorded a net reduction in accrued contract research costs of approximately $2.9 million, principally as a result of the termination of the GALAXY-2 trial. Patents Costs to secure and defend patents are expensed as incurred and are classified as general and administrative expense in the Company's consolidated statements of operations. Patent expenses were approximately $1.1 million, $1.9 million, and $2.9 million for the years ended December 31, 2015, 2014 and 2013, respectively. Income Taxes The Company uses the liability method to account for income taxes. Deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the Company's consolidated financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates expected to be in effect in the years in which the differences are expected to reverse. A valuation allowance is provided to reduce the deferred tax assets to the amount that will more likely than not be realized. As of December 31, 2015 and 2014, the Company had no items that were considered to be uncertain tax items or accrued interest or penalties related to uncertain tax positions. The tax years 2012 through 2015 remain open to examination by the major taxing jurisdictions to which the Company is subject. Impairment of Long-Lived Assets The Company assesses the potential impairments of its long-lived assets whenever events or changes in circumstances indicate that an asset's carrying value may not be recoverable. If the carrying value exceeds the undiscounted future cash flows estimated to result from the use and eventual disposition of the asset, the Company writes down the asset to its estimated fair value. Management believes that no long-lived assets were materially impaired as of December 31, 2015 and 2014. Revenue Recognition Collaboration and License Agreements The Company's principal source of revenue to date has been its former collaboration and license agreements, which included upfront license payments, development milestones, reimbursement of research and development costs, potential profit sharing payments, commercial and sales-based milestones and royalties. The accounting for collaboration and license agreements requires subjective analysis and requires management to make estimates and assumptions about whether deliverables within multiple-element arrangements are separable from the other aspects of the contractual arrangement into separate units of accounting and to determine the arrangement consideration to be allocated to each unit of accounting. For multiple-element arrangements entered into or materially modified after January 1, 2011, the Company follows the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2009-13— Multiple-deliverable Revenue Arrangements (ASU No. 2009-13). ASU No. 2009-13 amended certain provisions of Accounting Standards Codification (ASC) Topic 605— Revenue Recognition . This standard addresses the determination of the unit(s) of accounting for multiple-element arrangements and how an arrangement's consideration should be allocated to each unit of accounting. Pursuant to this standard, each required deliverable is evaluated to determine if it qualifies as a separate unit of accounting. For the Company this determination includes an assessment as to whether the deliverable has "stand-alone value" to the customer separate from the undelivered elements. The arrangement's consideration is then allocated to each separate unit of accounting based on the relative selling price of each deliverable. The estimated selling price of each deliverable is determined using the following hierarchy of values: (i) vendor-specific objective evidence of fair value, (ii) third-party evidence of selling price, or (iii) the Company's best estimate of the selling price (BESP). The BESP reflects the Company's best estimate of what the selling price would be if the deliverable was regularly sold by it on a stand-alone basis. The Company expects, in general, to use BESP for allocating consideration to each deliverable in future collaboration agreements. In general, the consideration allocated to each unit of accounting is then recognized as the related goods or services are delivered limited to the consideration not contingent upon future deliverables. The Company did not recognize any revenue related to collaboration and license agreements during the years ended December 31, 2015, 2014 and 2013. The Company accounts for development milestones under collaboration and license agreements pursuant to ASU No. 2010-17 Milestone Method of Revenue Recognition (ASU No. 2010-17). ASU No. 2010-17 codified a method of revenue recognition that has been common practice. Under this method, contingent consideration from research and development activities that is earned upon the achievement of a substantive milestone is recognized in its entirety in the period in which the milestone is achieved. At the inception of each arrangement that includes milestone payments, the Company evaluates whether each milestone is substantive. This evaluation includes an assessment of whether (a) the consideration is commensurate with either (1) the entity's performance to achieve the milestone, or (2) the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from the entity's performance to achieve the milestone, (b) the consideration relates solely to past performance and (c) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. The Company evaluates factors such as the scientific, clinical, regulatory, commercial and other risks that must be overcome to achieve the respective milestone, the level of effort and investment required and whether the milestone consideration is reasonable relative to all deliverables and payment terms in the arrangement in making this assessment. The Company does not have any ongoing collaboration and license agreements under which milestones may be achieved. Royalty revenues are based upon a percentage of net sales. Royalties from the sales of products will be recorded on the accrual basis when results are reliably measurable, collectability is reasonably assured and all other revenue recognition criteria are met. Commercial and sales-based milestones, which are based upon the achievement of certain agreed-upon sales thresholds, will be recognized in the period in which the respective sales threshold is achieved and collectability is reasonably assured. The Company does not have any ongoing collaboration and license agreements under which royalties or commercial and sales-based milestones may be achieved. Stock-Based Compensation The Company recognizes stock-based compensation expense based on the grant date fair value of stock options granted to employees, officers and directors. The Company uses the Black-Scholes option pricing model to determine the grant date fair value as management believes it is the most appropriate valuation method for its option grants. The Black-Scholes model requires inputs for risk-free interest rate, dividend yield, volatility and expected lives of the options. Expected volatility is based upon the weighted average historical volatility data of the Company's common stock. The risk-free rate for periods within the expected life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. The expected lives for options granted represent the period of time that options granted are expected to be outstanding. The Company uses the simplified method for determining the expected lives of options. The Company estimates the forfeiture rate based on historical data. This analysis is re-evaluated at least annually and the forfeiture rate is adjusted as necessary. For awards with graded vesting, the Company recognizes compensation costs based on the grant date fair value of awards on a straight-line basis over the requisite service period, which is generally the vesting period. Certain of the employee stock options granted by the Company are structured to qualify as incentive stock options (ISOs). Under current tax regulations, the Company does not receive a tax deduction for the issuance, exercise or disposition of ISOs if the employee meets certain holding requirements. If the employee does not meet the holding requirements, a disqualifying disposition occurs, at which time the Company may receive a tax deduction. The Company does not record tax benefits related to ISOs unless and until a disqualifying disposition is reported. In the event of a disqualifying disposition, the entire tax benefit is recorded as a reduction of income tax expense. The Company has not recognized any income tax benefit for its share-based compensation arrangements due to the fact that the Company does not believe it is more likely than not it will realize the related deferred tax assets. 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. Changes in unrealized gains and losses on marketable securities represent the only difference between the Company's net loss and comprehensive loss. Segment Reporting Operating segments are determined based on the way management organizes its business for making operating decisions and assessing performance. The Company has a single operating segment, which is the discovery, development and commercialization of drug products. Basic and Diluted Loss Per Common Share Basic net loss per share is computed using the weighted average number of common shares outstanding during the period, excluding restricted stock that has been issued but is not yet vested. Diluted net loss per common share is computed using the weighted average number of common shares outstanding and the weighted average dilutive potential common shares outstanding using the treasury stock method. However, for the years ended December 31, 2015, 2014 and 2013, diluted net loss per share is the same as basic net loss per share as the inclusion of weighted average shares of unvested restricted common stock and common stock issuable upon the exercise of stock options would be anti-dilutive. The following table summarizes outstanding securities not included in the computation of diluted net loss per common share as their inclusion would be anti-dilutive for the years ended December 31, 2015, 2014 and 2013, respectively: Years Ended December 31, 2015 2014 2013 Common stock options Unvested restricted stock Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09,— Revenue from Contracts with Customers (Topic 606), which amends the guidance for accounting for revenue from contracts with customers. This ASU supersedes the revenue recognition requirements in ASC Topic 605, and creates a new Topic 606, Revenue from Contracts with Customers . This guidance was originally effective for fiscal years beginning after December 15, 2016, with early adoption not permitted. Two adoption methods are permitted: retrospectively to all prior reporting periods presented, with certain practical expedients permitted; or retrospectively with the cumulative effect of initially adopting the ASU recognized at the date of initial application. The FASB approved a one year deferral of the effective date of this standard to annual periods beginning after December 15, 2017, along with an option to permit companies to early adopt the standard for annual periods beginning after December 15, 2016. The Company has not yet determined the date it plans to adopt ASU No. 2014-09, which adoption method it will utilize, or the effect that the adoption of this guidance will have on its consolidated financial statements. In August 2014, the FASB issued ASU No. 2014-15,— Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern . This ASU is intended to define management's responsibility to evaluate whether there is substantial doubt about an organization's ability to continue as a going concern within one year of the date of issuance of the entity's financial statements and to provide related footnote disclosures. This guidance is effective for fiscal years ending after December 15, 2016, with early application permitted. The adoption of this guidance may have an effect on the Company's disclosures in future periods. |
Cash, Cash Equivalents and Mark
Cash, Cash Equivalents and Marketable Securities | 12 Months Ended |
Dec. 31, 2015 | |
Cash, Cash Equivalents and Marketable Securities | |
Cash, Cash Equivalents and Marketable Securities | (3) Cash, Cash Equivalents and Marketable Securities A summary of cash, cash equivalents and available-for-sale marketable securities held by the Company as of December 31, 2015 and December 31, 2014 was as follows in thousands (see Note 2): December 31, 2015 Cost Unrealized gains Unrealized losses Fair value (in thousands) Cash and cash equivalents: Cash and money market funds (Level 1) $ $ — $ — $ Corporate debt securities due within 3 months of date of purchase (Level 2) — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total cash and cash equivalents — — Marketable securities: Corporate debt securities due within 1 year of date of purchase (Level 2) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total cash, cash equivalents and marketable securities $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2014 Cost Unrealized gains Unrealized losses Fair value (in thousands) Cash and cash equivalents: Cash and money market funds (Level 1) $ $ — $ — $ Corporate debt securities due within 3 months of date of purchase (Level 2) — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total cash and cash equivalents — — Marketable securities: Corporate debt securities due within 1 year of date of purchase (Level 2) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total cash, cash equivalents and marketable securities $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property and Equipment | |
Property and Equipment | (4) Property and Equipment Property and equipment as of December 31, 2015 and December 31, 2014 consisted of the following (in thousands): December 31, 2015 December 31, 2014 (in thousands) Laboratory equipment $ $ Leasehold improvements Computers and software Furniture and fixtures ​ ​ ​ ​ ​ ​ ​ ​ Less accumulated depreciation and amortization ) ) ​ ​ ​ ​ ​ ​ ​ ​ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization expenses of property and equipment, including equipment purchased under capital leases, were approximately $0.7 million, $0.7 million and $0.5 million for the years ended December 31, 2015, 2014 and 2013, respectively. The net book value and accumulated amortization of equipment under capital lease was approximately $42,000 and $84,000 respectively, at December 31, 2015, and $84,000 and $42,000, respectively, at December 31, 2014. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity | |
Stockholders' Equity | (5) Stockholders' Equity Common Stock Each common stockholder is entitled to one vote for each share of common stock held. The common stock will vote together with all other classes and series of stock of the Company as a single class on all actions to be taken by the Company's stockholders. Each share of common stock is entitled to receive dividends, as and when declared by the Company's board of directors. The Company has never declared cash dividends on its common stock and does not expect to do so in the foreseeable future. Public and Registered Direct Offerings In April 2015, the Company raised approximately $44.3 million in gross proceeds from the sale of an aggregate 25,300,000 shares of its common stock in a public offering at a public offering price of $1.75 per share, including 3,300,000 shares upon the full exercise of the underwriters' option to purchase additional shares. Certain of the Company's directors and their affiliates, including its largest stockholder, purchased an aggregate of 7,257,142 shares in this offering at the public offering price. The net offering proceeds to the Company were approximately $41.9 million after deducting underwriters' discounts, fees and commissions, and other offering expenses payable by the Company. In April 2014, the Company sold 1,250,000 shares of its common stock at a purchase price of $4.01 per share in a registered direct offering to an affiliate of a director who is its largest stockholder. These shares were sold directly without a placement agent, underwriter, broker or dealer. The net proceeds to the Company were approximately $5.0 million after deducting offering expenses payable by the Company. In November 2013, the Company raised approximately $60.4 million in gross proceeds from the sale of an aggregate 16,100,000 shares of its common stock in a public offering at a public offering price of $3.75 per share, including 14,000,000 shares in the initial offering and 2,100,000 shares upon the full exercise of the underwriters' option to purchase additional shares. Certain of the Company's directors and their affiliates, including its largest stockholder, purchased an aggregate of 5,183,333 shares in this offering. The net offering proceeds to the Company were approximately $57.1 million after deducting underwriters' discounts, fees and commissions, and other offering expenses payable by the Company. At-The-Market Issuance Sales Agreements MLV & Co. LLC The Company entered into at-the-market issuance sales agreements (May 2012, May 2014 and July 2014 Sales Agreements) with MLV & Co. LLC (MLV), pursuant to which the Company issued and sold shares of its common stock from time to time, at the Company's option, through MLV as its sales agent. Sales of common stock through MLV were made pursuant to an "at-the-market" offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. MLV used commercially reasonable efforts to sell the common stock based upon the Company's instructions (including price, time or size limits or other customary parameters or conditions the Company imposed). All shares were sold pursuant to an effective shelf registration statement on Form S-3 (File No. 333-187242). The Company paid MLV a commission of up to 3% of the gross proceeds. The May 2012 and May 2014 Sales Agreements were terminated by the Company upon the sale of substantially all stock authorized for sale under each such agreements. In October 2015, the Company terminated the July 2014 Sales Agreement. In March and April 2014, the Company sold an aggregate of 6,588,875 shares of common stock pursuant to the May 2012 Sales Agreement for an aggregate of approximately $28.0 million in gross proceeds at an average selling price of $4.25 per share. Net proceeds to the Company were approximately $27.3 million after deducting commissions and other transactions costs. From May 2014 through July 2014, the Company sold an aggregate of 9,424,193 shares of common stock pursuant to the May 2014 Sales Agreement for an aggregate of approximately $40.0 million in gross proceeds at an average selling price of $4.24 per share. Net proceeds to the Company were approximately $39.2 million after deducting commissions and other transactions costs, including approximately $33.6 million from the sale of 8,060,244 shares in the second quarter of 2014 and approximately $5.6 million from the sale of 1,363,949 shares in July 2014. In July 2014, the Company reserved up to $50 million under its shelf registration statement for issuance under the July 2014 Sales Agreement. In the third quarter of 2014, the Company sold an aggregate of 5,679,685 shares of common stock pursuant to the July 2014 Sales Agreement for an aggregate of approximately $23.0 million in gross proceeds at an average selling price of $4.05 per share. Net proceeds to the Company were approximately $22.5 million after deducting commissions and other transaction costs. During the third quarter of 2015, the Company sold an aggregate of 3,614,511 shares of common stock pursuant to the July 2014 Sales Agreement for an aggregate of approximately $7.9 million in gross proceeds at an average selling price of $2.19 per share. Net proceeds to the Company were approximately $7.7 million after deducting commissions and other transaction costs. Cowen and Co. LLC In October 2015, the Company entered into an at-the-market issuance sales agreement (October 2015 Sales Agreement), with Cowen and Company, LLC (Cowen), pursuant to which the Company may issue and sell shares of its common stock, having an aggregate offering price of up to $100 million, from time to time, at the Company's option, through Cowen as its sales agent. Sales of common stock through Cowen may be made by any method that is deemed an "at-the-market" offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including by means of ordinary brokers' transactions at market prices, in block transactions or as otherwise agreed by the Company and Cowen. Subject to the terms and conditions of the Sales Agreement, Cowen will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the common stock based upon the Company's instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company is not obligated to make any sales of its common stock under the Sales Agreement. Any shares sold will be sold pursuant to an effective shelf registration statement on Form S-3 (file no. 333-206135). The Company will pay Cowen a commission of up to 3% of the gross proceeds. The October 2015 Sales Agreement may be terminated by the Company at any time upon 10 days' notice. No shares have been sold to-date under the October 2015 Sales Agreement. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Stock-Based Compensation | |
Stock-Based Compensation | (6) Stock-Based Compensation The Company's 2006 Stock Plan provided for the grant of incentive stock options, non-statutory stock options and non-vested restricted stock to employees, officers, directors and consultants of the Company. In January 2015, the number of shares of common stock reserved for issuance under the 2006 Stock Plan was increased from 10,300,000 to 11,600,000 pursuant to an "evergreen" provision, which provides for an annual increase based on the lesser of 1,300,000 shares, 5% of the Company's then outstanding shares of common stock, or such other amount as the board of directors may determine. This increase was approved by the board of directors in December 2014. In June 2015, upon obtaining stockholder approval at its annual shareholder meeting, the Company implemented its new 2015 Stock Plan and reserved 8,741,000 shares of common stock for future issuance. In June 2015, the Company terminated its 2006 Stock Plan. The administration of these stock plans is under the general supervision of the compensation committee of the board of directors. The exercise price of the stock options is determined by the compensation committee of the board of directors, provided that incentive stock options are granted with an exercise price not less than fair market value of the common stock on the date of grant and expire no later than ten years from the date the option is granted. Options generally vest over four years. As of December 31, 2015, the Company had options outstanding to purchase 10,127,257 shares of its common stock, which includes options outstanding under its 2001 Stock Plan and 2006 Stock Plan that were terminated in March 2006 and June 2015, respectively. As of December 31, 2015, 8,067,115 shares were available for future issuance. The following table summarizes stock option activity during the year ended December 31, 2015: Shares Weighted average exercise price Weighted average remaining contractual life (years) Aggregate intrinsic value Outstanding at January 1 $ Options granted Options cancelled ) Options exercised — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding at December 31 $ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercisable at December 31 $ $ — The aggregate intrinsic value of all options outstanding and exercisable represents the total pre-tax amount, net of the exercise price, which would have been received by option holders if all option holders had exercised all options with an exercise price lower than the closing stock price of $0.35 on December 31, 2015, which was the last trading day of the year. The total intrinsic value of options exercised during the years ended December 31, 2015, 2014 and 2013 was approximately $0, $435,000 and $385,000, respectively. The total cash received by the Company as a result of stock option exercises during 2015, 2014 and 2013 was $0, $0.9 million and $1.1 million, respectively. The weighted-average grant date fair values of options granted during the years ended December 31, 2015, 2014 and 2013 were $1.51, $4.00 and $7.28, respectively. Non-Vested ("Restricted") Stock Awards with Service Conditions The Company's share-based compensation plan provides for awards of restricted shares of common stock to employees, officers, directors and consultants to the Company. Restricted stock awards are subject to forfeiture if employment or service terminates during the prescribed retention period. Restricted shares vest over the service period. The total fair value of restricted stock that vested during the years ended December 31, 2015, 2014 and 2013 was $0.1 million, $0.1 million and $0.3 million, respectively. The following table summarizes unvested restricted share activity during the year ended December 31, 2015: Shares Weighted average grant date fair value Outstanding at January 1 $ Vested ) Granted Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ Outstanding at December 31 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock-Based Compensation Expense For the years ended December 31, 2015, 2014 and 2013, the fair value of each employee stock option award was estimated on the date of grant based on the fair value method using the Black-Scholes option pricing valuation model with the following weighted average assumptions: Years ended December 31, 2015 2014 2013 Risk-free interest rate % % % Expected life in years 6.25 years 6.25 years 6.25 years Volatility % % % Expected dividend yield — — — Stock-based compensation expense during the years ended December 31, 2015, 2014 and 2013 was as follows (in thousands): Years ended December 31, 2015 2014 2013 Stock-based compensation expense by type of award: Employee stock options $ $ $ Restricted stock ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total stock-based compensation expense $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Effect of stock-based compensation expense by line item: Research and development $ $ $ General and administrative ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total stock-based compensation expense included in net loss $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrecognized stock-based compensation expense as of December 31, 2015 was as follows (dollars in thousands): Unrecognized stock compensation expense as of December 31, 2015 Weighted average remaining period (in years) Employee stock options $ Restricted stock ​ ​ ​ ​ ​ ​ ​ ​ Total $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Other Accrued Liabilities
Other Accrued Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Other Accrued Liabilities | |
Other Accrued Liabilities | ( 7) Other Accrued Liabilities Other accrued liabilities as of December 31, 2015 and December 31, 2014 consisted of the following (in thousands): December 31, 2015 December 31, 2014 (in thousands) Compensation and benefits $ $ Professional fees Other ​ ​ ​ ​ ​ ​ ​ ​ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Co-Development and License Agre
Co-Development and License Agreements | 12 Months Ended |
Dec. 31, 2015 | |
Co-Development and License Agreements | |
Co-Development and License Agreements | (8) Co-Development and License Agreements Co-Development Agreement In July 2011, the Company entered into a co-development agreement with a clinical research organization (CRO) for the conduct of certain company-sponsored clinical trials. Under the co-development agreement, this CRO was performing clinical research services under a reduced fee structure in exchange for a share of licensing payments and commercial revenues, if any, resulting from the product under development up to a specified maximum payment, which is defined as a multiple of the fee reduction realized. Research and development expenses were being recognized based on the reduced fee structure and expected payments will be recorded in the future if and when payment is probable. The maximum amount of the service fee discount was realized in the year ended December 31, 2013. License Arrangement In May 2014, the Company entered into a license arrangement for its CRACM program, including two lead candidates and the associated intellectual property portfolio, with PRCL Research Inc. (PRCL), a company funded by TVM Life Science Venture VII and the Fonds de Solidarité des Travailleurs du Québec, based in Montreal, Canada. PRCL plans to develop one of the two lead candidates licensed from the Company to proof-of-concept. Synta was recently informed that PRCL had selected one of these candidates to move forward into IND enabling studies. Synta was granted a minority interest in PRCL in exchange for its contribution of know-how and intellectual property and a seat on PRCL's Board of Directors. Synta is not required to provide any research funding or capital contributions to PRCL, and is not required to perform any research activities related to these candidates. Synta is reimbursed by PRCL for any ongoing intellectual property management costs in connection with the contributed intellectual property. If and when proof-of-concept is reached with either drug candidate, Eli Lilly and Company, which is an investor in TVM, will manage the development program through one of its divisions and will have an option to acquire PRCL or its assets at the then fair value. |
Term Loans
Term Loans | 12 Months Ended |
Dec. 31, 2015 | |
Term Loans | |
Term Loans | (9) Term Loans General Electric Capital Corporation In March 2013, the Company amended its loan and security agreement entered into in September 2010 with General Electric Capital Corporation (GECC) and another lender (the GECC Term Loan) and obtained $12.9 million in additional loan funding and, as a result, increased the principal balance to $22.5 million at March 31, 2013. This amendment was accounted for as a loan modification. Interest on the borrowings under the GECC Term Loan remains at the annual rate of 9.75%. In January 2014, the Company began making 30 equal monthly payments of principal plus accrued interest on the outstanding balance. During the period from July 2012 through March 2013, the Company made nine equal monthly payments of principal under the GECC Term Loan. For the periods from April 2013 through December 2013 and prior to July 2012 the Company made interest-only payments. As of December 31, 2015, in accordance with the GECC Term Loan, $4.5 million in remaining principal payments is scheduled to be paid by June 2016. The Company has paid various transaction fees and expenses in connection with the GECC Term Loan, which are deferred and are being amortized as interest expense over the remaining term of the GECC Term Loan. In addition, the Company is obligated to pay an exit fee of $788,000 at the time of the final principal payment which is being accreted and expensed as interest over the remaining term of the GECC Term Loan. In the years ended December 31, 2015, 2014 and 2013, the Company recognized GECC Term Loan interest expense of $1.1 million, $2.1 million and $2.5 million, respectively, of which $0.2 million, $0.4 million and $0.6 million, respectively, was in connection with these transaction and exit fees and expenses. The Company may prepay the full amount of the GECC Term Loan, subject to prepayment premiums under certain circumstances. The Company did not issue any warrants in connection with the GECC Term Loan. The GECC Term Loan is secured by substantially all of the Company's assets, except its intellectual property. The Company has granted GECC a springing security interest in its intellectual property in the event the Company is not in compliance with certain cash usage covenants, as defined therein. The GECC Term Loan contains restrictive covenants, including the requirement for the Company to receive the prior written consent of GECC to enter into loans, other than up to $4.0 million of equipment financing, restrictions on the declaration or payment of dividends, restrictions on acquisitions, and customary default provisions that include material adverse events, as defined therein. The Company has determined that the risk of subjective acceleration under the material adverse events clause is remote and therefore has classified the outstanding principal based on the timing of scheduled principal payments. Oxford Finance Corporation In March 2011, the Company entered into a loan and security agreement with Oxford Finance Corporation (Oxford) and received $2.0 million in loan funding, and in December 2012, the Company entered into a loan modification agreement, as amended, under which the Company could elect to draw down up to an additional $0.6 million in equipment financing until June 30, 2013 that would be payable in 36 equal monthly payments of principal plus accrued interest on the outstanding balance (collectively, the Oxford Term Loan). As of June 30, 2013, the Company had fully utilized the $0.6 million in additional equipment financing. Interest on the borrowings under the Oxford Term Loan accrues at an annual rate of 13.35%. In May 2011, the Company began making 36 equal monthly payments of principal plus accrued interest on the initial $2.0 million outstanding balance that was fully paid in April 2014. The Company continues to make equal monthly payments of principal plus accrued interest on the $0.6 million in additional equipment financing. As of December 31, 2015, in accordance with the Oxford Term Loan, $107,000 in remaining principal payments is scheduled to be paid by July 2016. The Company recognized approximately $42,000, $59,000 and $127,000 in interest expense in the years ended December 31, 2015, 2014 and 2013, respectively, related to the outstanding principal under the Oxford Term Loan. In addition to the interest payable under the Oxford Term Loan, the Company paid approximately $108,000 of administrative and legal fees and expenses in connection with the Oxford Term Loan. These expenses have been deferred and are being expensed over the term of the Oxford Term Loan. The Company did not issue any warrants in connection with the Oxford Term Loan. The Company may prepay the Oxford Term Loan, subject to prepayment premiums under certain circumstances. Oxford has the right to require the Company to prepay the Oxford Term Loan if the Company prepays the full amount of the GECC Term Loan under certain circumstances. The Oxford Term Loan is secured by certain laboratory and office equipment, furniture and fixtures. In connection with the Oxford Term Loan, Oxford and GECC entered into a Lien Subordination Agreement, whereby GECC granted Oxford a first priority perfected security interest in the loan collateral. The Oxford Term Loan contains restrictive covenants, including the requirement for the Company to receive the prior written consent of Oxford to enter into acquisitions in which the Company incurs more than $2.0 million of related indebtedness, and customary default provisions that include material adverse events, as defined therein. The Company has determined that the risk of subjective acceleration under the material adverse events clause is remote and therefore has classified the outstanding principal in current and long-term liabilities based on the timing of scheduled principal payments. |
Restructurings - November 2015
Restructurings - November 2015 and February 2016 | 12 Months Ended |
Dec. 31, 2015 | |
Restructurings - November 2015 and February 2016 | |
Restructurings - November 2015 and February 2016 | (10) Restructurings—November 2015 and February 2016 In October 2015, the Company announced its decision to terminate for futility its Phase 3 GALAXY-2 trial of ganetespib and docetaxel in the second-line treatment of patients with advanced non-small cell lung adenocarcinoma. Based on a review of a pre-planned interim analysis, the study's Independent Data Monitoring Committee concluded that the addition of ganetespib to docetaxel is unlikely to demonstrate a statistically significant improvement in the primary endpoint of overall survival compared to docetaxel alone. In November 2015, following the termination of the GALAXY-2 trial, the Company committed to a restructuring that consisted primarily of a workforce reduction of 45 positions, to a total of 33 positions, to better align its workforce to its revised operating plan. The restructuring was substantially completed during the fourth quarter of 2015. Cash payments in connection with the workforce reduction, comprised principally of severance, unused vacation payments, benefits continuation costs and outplacement services, were approximately $2.6 million of which approximately $1.3 million was paid during the fourth quarter of 2015. As of December 31, 2015, approximately $1.3 million was accrued in remaining restructuring-related payments, including $1.2 million and $0.1 million that is expected to be paid in the first and second quarters of 2016, respectively. In February 2016, in order to conserve cash while the Company continues to evaluate its strategies to maximize value for stockholders, the Company committed to an additional restructuring that consisted primarily of a workforce reduction of 23 positions, including 19 research and development positions, to a total of 10 positions. The Company estimates its cash payments in connection with the workforce reduction, comprised principally of severance, unused vacation payments, benefits continuation costs and outplacement services, will be approximately $1.5 million. The Company expects the restructuring to be substantially completed in the first quarter of 2016 and the majority of the related cash payments to be paid during the first half of 2016. Employees directly affected by the restructuring have received notification and will be provided with severance payments. As a result of the restructuring in February 2016, the Company estimates it may incur an impairment charge for certain research laboratory equipment, computer equipment, and furniture and fixtures due to the fact that these assets may no longer be utilized. At this time, the Company is unable to estimate the amount of impairment costs as it is in the process of evaluating its facilities and equipment needs. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes | |
Income Taxes | (11) Income Taxes Differences between the actual tax provision (benefit) and the tax provision (benefit) computed using the United States federal income tax rate is as follows for the years ended December 31, 2015, 2014 and 2013, respectively: Years ended December 31, 2015 2014 2013 (in thousands) Benefit at statutory rate $ ) $ ) $ ) State taxes, net of federal benefit ) ) ) State net operating loss expiration — Stock-based compensation Tax credits ) ) ) Foreign rate differential Other ) Increase in valuation allowance ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax provision (benefit) $ — $ — $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The effects of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities at December 31, 2015 and 2014, respectively, are presented below: 2015 2014 (in thousands) Deferred tax assets: Federal and state net operating loss carryforwards $ $ Federal and state research and development credits Depreciation and amortization Deferred compensation Other ​ ​ ​ ​ ​ ​ ​ ​ Deferred tax assets Less valuation allowance ) ) ​ ​ ​ ​ ​ ​ ​ ​ Net deferred tax assets $ — $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The total valuation allowance increased by approximately $19.6 million, $26.9 million and $29.9 million in the years ended December 31, 2015, 2014 and 2013, respectively. The Company has established valuation allowances against its deferred tax assets because management believes that, after considering all of the available objective evidence, both historical and prospective, the realization of the deferred tax assets does not meet the "more likely than not" criteria. The Company evaluates the need for a valuation allowance on a quarterly basis. For tax years through 2015 the Company performed analyses to determine if there were changes in ownership, as defined by Section 382 of the Internal Revenue Code that would limit its ability to utilize certain net operating loss and tax credit carryforwards. The Company determined that it experienced an ownership change, as defined by Section 382, in connection with its acquisition of Principia Associates, Inc. on September 20, 2002, but did not experience a change in ownership upon the effectiveness of the Company's IPO, or any other equity offerings to date. As a result, the utilization of the Company's federal tax net operating loss carryforwards generated prior to the ownership change is limited. As of December 31, 2015, the Company has net operating loss carryforwards for U.S. federal tax purposes of approximately $578.1 million, after excluding net operating losses that have expired unused as a result of Section 382 limitations, with the remainder expiring in varying amounts through 2035 unless utilized. At December 31, 2015, the Company has state net operating loss carryforwards of approximately $321.9 million, which will expire through 2035 unless utilized. The net operating loss carryforwards include approximately $1.4 million of deductions related to the exercise of common stock options. This amount represents an excess tax benefit and has not been included in the gross deferred tax asset reflected for net operating losses. The utilization of these net operating loss carryforwards may be further limited if the Company experiences future ownership changes as defined in Section 382 of the Internal Revenue Code. At December 31, 2015, the Company had approximately $17.8 million and $7.2 million, respectively, in federal and state research and development credits. Unless utilized, the federal credits will expire from 2016 through 2030, state research credits will expire from 2019 through 2030. The Company is currently open to examination under the statute of limitations by the Internal Revenue Service and state jurisdictions for the tax years ended 2012 through 2015. Carryforward tax attributes generated in years past may still be adjusted upon future examination if they have or will be used in a future period. The Company is currently not under examination by the Internal Revenue Service or any other jurisdictions for any tax years. The Company does not consider any of its tax positions to be uncertain and accordingly there are no tax reserves for the years ended December 31, 2015, 2014 and 2013. The Company will recognize interest expense and penalties related to uncertain tax positions in income tax expense. The Company has not, as yet, conducted a study of its domestic research and development credit carryforwards. This study may result in an increase or decrease to the Company's research and development credit carryforwards; however, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position. A full valuation allowance has been provided against the Company's research and development credits, and if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance. As a result, there would be no impact to the consolidated balance sheet, statement of operations and comprehensive loss or cash flows if an adjustment were required. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies | |
Commitments and Contingencies | (12) Commitments and Contingencies Leases The Company leases its three research and office facilities under three non-cancelable and renewable operating leases with terms expiring in the fourth quarter of 2016. These lease agreements include customary provisions for rent increases, escalations for operating costs and renewals. As a result of the restructurings in November 2015 and in February 2016, and related events, the Company is evaluating possible early lease terminations for one or more of its office locations. The Company also leases equipment under various other non-cancellable operating leases. The Company recognizes rent expense on a straight-line basis over the non-cancelable term of the lease. Future minimum payments, excluding operating costs and taxes, under the Company's capital and non-cancellable operating leases are approximately as follows (in thousands): Operating leases Capital leases Years ending December 31, 2016 $ $ 2017 — ​ ​ ​ ​ ​ ​ ​ ​ Total minimum payments $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less: amount representing interest ) ​ ​ ​ ​ ​ ​ ​ ​ Present value of minimum payments Less current portions of obligations ) ​ ​ ​ ​ ​ ​ ​ ​ Long term obligation $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rent expense under operating leases was approximately $2.4 million, $2.3 million and $2.2 million, for the years ended December 31, 2015, 2014 and 2013, respectively. Guarantees As permitted under Delaware law, the Company's Certificate of Incorporation and Bylaws provide that the Company will indemnify certain of its officers and directors for certain claims asserted against them in connection with their service as an officer or director. The maximum potential amount of future payments that the Company could be required to make under these indemnification provisions is unlimited. However, the Company has purchased a directors' and officers' liability insurance policy that reduces its monetary exposure and enables it to recover a portion of any future amounts paid. The Company believes the estimated fair value of these indemnification arrangements is minimal. The Company customarily agrees in the ordinary course of its business to indemnification provisions in agreements with clinical trial investigators in its drug development programs, in sponsored research agreements with academic and not-for-profit institutions, in various comparable agreements involving parties performing services for the Company in the ordinary course of business, and in its real estate leases. The Company expects to agree to certain indemnification provisions in drug discovery and development collaboration agreements the Company may enter into. With respect to the Company's clinical trials and sponsored research agreements, these indemnification provisions typically apply to any claim asserted against the investigator or the investigator's institution relating to personal injury or property damage, violations of law or certain breaches of the Company's contractual obligations arising out of the research or clinical testing of the Company's compounds or drug candidates. With respect to lease agreements, the indemnification provisions typically apply to claims asserted against the landlord relating to personal injury or property damage caused by the Company, to violations of law by the Company or to certain breaches of the Company's contractual obligations. The indemnification provisions appearing in collaboration agreements are similar, but in addition provide some limited indemnification for the collaborator in the event of third-party claims alleging infringement of intellectual property rights. In each of the cases above, the term of these indemnification provisions generally survives the termination of the agreement, although the provision has the most relevance during the contract term and for a short period of time thereafter. The maximum potential amount of future payments that the Company could be required to make under these provisions is generally unlimited. The Company purchases insurance policies covering personal injury, property damage and general liability that reduce its exposure for indemnification and would enable it in many cases to recover a portion of any future amounts paid. The Company has never paid any material amounts to defend lawsuits or settle claims related to these indemnification provisions. Accordingly, the Company believes the estimated fair value of these indemnification arrangements is minimal. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions | |
Related Party Transactions | (13) Related Party Transactions In April 2015, the Company sold an aggregate of 7,257,142 shares of common stock to certain of the Company's directors and their affiliates, including its largest stockholder, at a purchase price of $1.75 per share in a public offering (see Note 5). In April 2014, the Company sold 1,250,000 shares of its common stock at a purchase price of $4.01 per share in a registered direct offering to an affiliate of a director who is its largest stockholder (see Note 5). In November 2013, the Company sold an aggregate of 5,183,333 shares of common stock to certain of the Company's directors and their affiliates, including its largest stockholder, at a purchase price of $3.75 per share in a public offering (see Note 5). In January 2013, a director exercised an aggregate of 114,250 shares of common stock options that resulted in $1.0 million in proceeds to the Company. |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2015 | |
Retirement Plan | |
Retirement Plan | (14) Retirement Plan In 2003, the Company implemented a 401(k) retirement plan (the Synta 401(k) Plan) in which substantially all of its permanent employees are eligible to participate. Participants may contribute a percentage of their annual compensation to the plan, subject to statutory limitations. The Company may declare discretionary matching contributions to the Synta 401(k) Plan. In April 2006, the Company began matching participants' contributions up to 50% of the first 6% of the employee's salary. The match is subject to a three-year equally graded vesting schedule and any forfeitures will be applied to reduce the Company's contributions. Company contributions for the years ended December 31, 2015, 2014 and 2013 were approximately $314,000, $359,000 and $413,000, respectively, subject to forfeitures. |
Quarterly Financial Data (unaud
Quarterly Financial Data (unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Data (unaudited) | |
Quarterly Financial Data (unaudited) | (15) Quarterly Financial Data (unaudited) The following tables present a summary of quarterly results of operations for 2015 and 2014: Three Months Ended March 31, 2015 June 30, 2015 September 30, 2015 December 31, 2015 (in thousands, except shares and per share data) Revenues: Total revenues $ — $ — $ — $ — Operating expenses: Research and development General and administrative ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total operating expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss from operations ) ) ) ) Interest expense, net ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss $ ) $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net loss per common share $ ) $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average number of common shares outstanding Three Months Ended March 31, 2014 June 30, 2014 September 30, 2014 December 31, 2014 (in thousands, except shares and per share data) Revenues: Total revenues $ — $ — $ — $ — Operating expenses: Research and development General and administrative ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total operating expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss from operations ) ) ) ) Interest expense, net ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss $ ) $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net loss per common share $ ) $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average number of common shares outstanding |
Subsequent Event-Elesclomol (Mi
Subsequent Event-Elesclomol (Mitochondria-Targeting Agent) | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Event-Elesclomol (Mitochondria-Targeting Agent) | |
Subsequent Event-Elesclomol (Mitochondria-Targeting Agent) | (16) Subsequent Event—Elesclomol (Mitochondria-Targeting Agent) In January 2016, the Company entered into an asset purchase agreement with another party to further develop its drug candidate, elesclomol. The Company will no longer be performing research activities on this drug candidate and, as part of the arrangement, the Company will receive a minority interest and Board representation in the other party, payments based on achievement of certain development milestones and product royalties upon commercialization. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates and assumptions include contract research accruals, recoverability of long-lived assets and measurement of stock-based compensation. The Company bases its estimates on historical experience and various other assumptions that management believes to be reasonable under the circumstances. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase and an investment in a money market fund to be cash equivalents. Changes in the level of cash and cash equivalents may be affected by changes in investment portfolio maturities, as well as actual cash disbursements to fund operations. The primary objective of the Company's investment activities is to preserve its capital for the purpose of funding operations and the Company does not enter into investments for trading or speculative purposes. The Company's cash is deposited in a highly rated financial institution in the United States. The Company invests in money market funds and high-grade, short-term commercial paper and corporate bonds, which management believes are subject to minimal credit and market risk. Declines in interest rates, however, would reduce future investment income. |
Marketable Securities | Marketable Securities Marketable securities consist of investments in high-grade corporate obligations, and government and government agency obligations that are classified as available-for-sale. Since these securities are available to fund current operations they are classified as current assets on the consolidated balance sheets. The Company adjusts the cost of available-for-sale debt securities for amortization of premiums and accretion of discounts to maturity. The Company includes such amortization and accretion as a component of interest expense, net. Realized gains and losses and declines in value, if any, that the Company judges to be other-than-temporary on available-for-sale securities are reported as a component of interest expense, net. To determine whether an other-than-temporary impairment exists, the Company considers whether it intends to sell the debt security and, if the Company does not intend to sell the debt security, it considers available evidence to assess whether it is more likely than not that it will be required to sell the security before the recovery of its amortized cost basis. During the years ended December 31, 2015, 2014 and 2013, the Company determined it did not have any securities that were other-than-temporarily impaired. Marketable securities are stated at fair value, including accrued interest, with their unrealized gains and losses included as a component of accumulated other comprehensive income or loss, which is a separate component of stockholders' equity. The fair value of these securities is based on quoted prices and observable inputs on a recurring basis. Realized gains and losses are determined on the specific identification method. During the years ended December 31, 2015, 2014 and 2013, the Company did not have any realized gains or losses on marketable securities. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of the Company's financial instruments, which include cash equivalents, marketable securities and term loan obligations, approximate their fair values. The fair value of the Company's financial instruments reflects the amounts that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy has the following three levels: Level 1—quoted prices in active markets for identical assets and liabilities. Level 2—observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3—unobservable inputs that reflect the Company's own assumptions about the assumptions market participants would use in pricing the asset or liability. Financial assets and liabilities are classified in their entirety within the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement. The Company measures the fair value of its marketable securities by taking into consideration valuations obtained from third-party pricing sources. The pricing services utilize industry standard valuation models, including both income and market based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker-dealer quotes on the same or similar securities, issuer credit spreads, benchmark securities and other observable inputs. As of December 31, 2015, the Company's financial assets valued based on Level 1 inputs consisted of cash and cash equivalents in a money market fund and its financial assets valued based on Level 2 inputs consisted of high-grade corporate bonds and commercial paper. During the years ended December 31, 2015, 2014 and 2013, the Company did not have any transfers of financials assets between Levels 1 and 2. As of December 31, 2015, the Company did not have any financial liabilities that were recorded at fair value on the balance sheet. The disclosed fair value of the Company's term loan obligations is determined using current applicable rates for similar instruments as of the balance sheet date. The carrying value of the Company's term loan obligations approximates fair value as the Company's interest rate yield is near current market rate yields. The disclosed fair value of the Company's term loan obligations is based on Level 3 inputs. |
Property and Equipment | Property and Equipment Property, equipment and software is carried at cost and depreciated using the straight-line method over the estimated useful lives of the related assets, which range from three to seven years. Leasehold improvements are amortized over the lesser of the lease term or estimated useful life. Repairs and maintenance costs are expensed as incurred. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Research and development costs are comprised of costs incurred in performing research and development activities, including internal costs for salaries, bonuses, benefits, facilities, research-related overhead and stock compensation, and external costs for payments to third party contract research organizations, investigative sites and consultants in connection with the Company's preclinical and clinical programs, costs associated with drug formulation and supply of drugs for clinical trials, and other external costs. During the fourth quarter of 2015, the Company revised its estimates of certain contract research costs incurred and recorded a net reduction in accrued contract research costs of approximately $2.9 million, principally as a result of the termination of the GALAXY-2 trial. |
Patents | Patents Costs to secure and defend patents are expensed as incurred and are classified as general and administrative expense in the Company's consolidated statements of operations. Patent expenses were approximately $1.1 million, $1.9 million, and $2.9 million for the years ended December 31, 2015, 2014 and 2013, respectively. |
Income Taxes | Income Taxes The Company uses the liability method to account for income taxes. Deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the Company's consolidated financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates expected to be in effect in the years in which the differences are expected to reverse. A valuation allowance is provided to reduce the deferred tax assets to the amount that will more likely than not be realized. As of December 31, 2015 and 2014, the Company had no items that were considered to be uncertain tax items or accrued interest or penalties related to uncertain tax positions. The tax years 2012 through 2015 remain open to examination by the major taxing jurisdictions to which the Company is subject. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company assesses the potential impairments of its long-lived assets whenever events or changes in circumstances indicate that an asset's carrying value may not be recoverable. If the carrying value exceeds the undiscounted future cash flows estimated to result from the use and eventual disposition of the asset, the Company writes down the asset to its estimated fair value. Management believes that no long-lived assets were materially impaired as of December 31, 2015 and 2014. |
Revenue Recognition | Revenue Recognition Collaboration and License Agreements The Company's principal source of revenue to date has been its former collaboration and license agreements, which included upfront license payments, development milestones, reimbursement of research and development costs, potential profit sharing payments, commercial and sales-based milestones and royalties. The accounting for collaboration and license agreements requires subjective analysis and requires management to make estimates and assumptions about whether deliverables within multiple-element arrangements are separable from the other aspects of the contractual arrangement into separate units of accounting and to determine the arrangement consideration to be allocated to each unit of accounting. For multiple-element arrangements entered into or materially modified after January 1, 2011, the Company follows the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2009-13— Multiple-deliverable Revenue Arrangements (ASU No. 2009-13). ASU No. 2009-13 amended certain provisions of Accounting Standards Codification (ASC) Topic 605— Revenue Recognition . This standard addresses the determination of the unit(s) of accounting for multiple-element arrangements and how an arrangement's consideration should be allocated to each unit of accounting. Pursuant to this standard, each required deliverable is evaluated to determine if it qualifies as a separate unit of accounting. For the Company this determination includes an assessment as to whether the deliverable has "stand-alone value" to the customer separate from the undelivered elements. The arrangement's consideration is then allocated to each separate unit of accounting based on the relative selling price of each deliverable. The estimated selling price of each deliverable is determined using the following hierarchy of values: (i) vendor-specific objective evidence of fair value, (ii) third-party evidence of selling price, or (iii) the Company's best estimate of the selling price (BESP). The BESP reflects the Company's best estimate of what the selling price would be if the deliverable was regularly sold by it on a stand-alone basis. The Company expects, in general, to use BESP for allocating consideration to each deliverable in future collaboration agreements. In general, the consideration allocated to each unit of accounting is then recognized as the related goods or services are delivered limited to the consideration not contingent upon future deliverables. The Company did not recognize any revenue related to collaboration and license agreements during the years ended December 31, 2015, 2014 and 2013. The Company accounts for development milestones under collaboration and license agreements pursuant to ASU No. 2010-17 Milestone Method of Revenue Recognition (ASU No. 2010-17). ASU No. 2010-17 codified a method of revenue recognition that has been common practice. Under this method, contingent consideration from research and development activities that is earned upon the achievement of a substantive milestone is recognized in its entirety in the period in which the milestone is achieved. At the inception of each arrangement that includes milestone payments, the Company evaluates whether each milestone is substantive. This evaluation includes an assessment of whether (a) the consideration is commensurate with either (1) the entity's performance to achieve the milestone, or (2) the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from the entity's performance to achieve the milestone, (b) the consideration relates solely to past performance and (c) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. The Company evaluates factors such as the scientific, clinical, regulatory, commercial and other risks that must be overcome to achieve the respective milestone, the level of effort and investment required and whether the milestone consideration is reasonable relative to all deliverables and payment terms in the arrangement in making this assessment. The Company does not have any ongoing collaboration and license agreements under which milestones may be achieved. Royalty revenues are based upon a percentage of net sales. Royalties from the sales of products will be recorded on the accrual basis when results are reliably measurable, collectability is reasonably assured and all other revenue recognition criteria are met. Commercial and sales-based milestones, which are based upon the achievement of certain agreed-upon sales thresholds, will be recognized in the period in which the respective sales threshold is achieved and collectability is reasonably assured. The Company does not have any ongoing collaboration and license agreements under which royalties or commercial and sales-based milestones may be achieved. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes stock-based compensation expense based on the grant date fair value of stock options granted to employees, officers and directors. The Company uses the Black-Scholes option pricing model to determine the grant date fair value as management believes it is the most appropriate valuation method for its option grants. The Black-Scholes model requires inputs for risk-free interest rate, dividend yield, volatility and expected lives of the options. Expected volatility is based upon the weighted average historical volatility data of the Company's common stock. The risk-free rate for periods within the expected life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. The expected lives for options granted represent the period of time that options granted are expected to be outstanding. The Company uses the simplified method for determining the expected lives of options. The Company estimates the forfeiture rate based on historical data. This analysis is re-evaluated at least annually and the forfeiture rate is adjusted as necessary. For awards with graded vesting, the Company recognizes compensation costs based on the grant date fair value of awards on a straight-line basis over the requisite service period, which is generally the vesting period. Certain of the employee stock options granted by the Company are structured to qualify as incentive stock options (ISOs). Under current tax regulations, the Company does not receive a tax deduction for the issuance, exercise or disposition of ISOs if the employee meets certain holding requirements. If the employee does not meet the holding requirements, a disqualifying disposition occurs, at which time the Company may receive a tax deduction. The Company does not record tax benefits related to ISOs unless and until a disqualifying disposition is reported. In the event of a disqualifying disposition, the entire tax benefit is recorded as a reduction of income tax expense. The Company has not recognized any income tax benefit for its share-based compensation arrangements due to the fact that the Company does not believe it is more likely than not it will realize the related deferred tax assets. |
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. Changes in unrealized gains and losses on marketable securities represent the only difference between the Company's net loss and comprehensive loss. |
Segment Reporting | Segment Reporting Operating segments are determined based on the way management organizes its business for making operating decisions and assessing performance. The Company has a single operating segment, which is the discovery, development and commercialization of drug products. |
Basic and Diluted Loss Per Common Share | Basic and Diluted Loss Per Common Share Basic net loss per share is computed using the weighted average number of common shares outstanding during the period, excluding restricted stock that has been issued but is not yet vested. Diluted net loss per common share is computed using the weighted average number of common shares outstanding and the weighted average dilutive potential common shares outstanding using the treasury stock method. However, for the years ended December 31, 2015, 2014 and 2013, diluted net loss per share is the same as basic net loss per share as the inclusion of weighted average shares of unvested restricted common stock and common stock issuable upon the exercise of stock options would be anti-dilutive. The following table summarizes outstanding securities not included in the computation of diluted net loss per common share as their inclusion would be anti-dilutive for the years ended December 31, 2015, 2014 and 2013, respectively: Years Ended December 31, 2015 2014 2013 Common stock options Unvested restricted stock |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09,— Revenue from Contracts with Customers (Topic 606), which amends the guidance for accounting for revenue from contracts with customers. This ASU supersedes the revenue recognition requirements in ASC Topic 605, and creates a new Topic 606, Revenue from Contracts with Customers . This guidance was originally effective for fiscal years beginning after December 15, 2016, with early adoption not permitted. Two adoption methods are permitted: retrospectively to all prior reporting periods presented, with certain practical expedients permitted; or retrospectively with the cumulative effect of initially adopting the ASU recognized at the date of initial application. The FASB approved a one year deferral of the effective date of this standard to annual periods beginning after December 15, 2017, along with an option to permit companies to early adopt the standard for annual periods beginning after December 15, 2016. The Company has not yet determined the date it plans to adopt ASU No. 2014-09, which adoption method it will utilize, or the effect that the adoption of this guidance will have on its consolidated financial statements. In August 2014, the FASB issued ASU No. 2014-15,— Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern . This ASU is intended to define management's responsibility to evaluate whether there is substantial doubt about an organization's ability to continue as a going concern within one year of the date of issuance of the entity's financial statements and to provide related footnote disclosures. This guidance is effective for fiscal years ending after December 15, 2016, with early application permitted. The adoption of this guidance may have an effect on the Company's disclosures in future periods. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies | |
Summary of the outstanding securities not included in the computation of diluted net loss per common share as their inclusion would be anti-dilutive | Years Ended December 31, 2015 2014 2013 Common stock options Unvested restricted stock |
Cash, Cash Equivalents and Ma26
Cash, Cash Equivalents and Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Cash, Cash Equivalents and Marketable Securities | |
Summary of cash, cash equivalents and available-for-sale marketable securities | December 31, 2015 Cost Unrealized gains Unrealized losses Fair value (in thousands) Cash and cash equivalents: Cash and money market funds (Level 1) $ $ — $ — $ Corporate debt securities due within 3 months of date of purchase (Level 2) — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total cash and cash equivalents — — Marketable securities: Corporate debt securities due within 1 year of date of purchase (Level 2) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total cash, cash equivalents and marketable securities $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2014 Cost Unrealized gains Unrealized losses Fair value (in thousands) Cash and cash equivalents: Cash and money market funds (Level 1) $ $ — $ — $ Corporate debt securities due within 3 months of date of purchase (Level 2) — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total cash and cash equivalents — — Marketable securities: Corporate debt securities due within 1 year of date of purchase (Level 2) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total cash, cash equivalents and marketable securities $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property and Equipment | |
Schedule of property and equipment | Property and equipment as of December 31, 2015 and December 31, 2014 consisted of the following (in thousands): December 31, 2015 December 31, 2014 (in thousands) Laboratory equipment $ $ Leasehold improvements Computers and software Furniture and fixtures ​ ​ ​ ​ ​ ​ ​ ​ Less accumulated depreciation and amortization ) ) ​ ​ ​ ​ ​ ​ ​ ​ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Stock-Based Compensation | |
Summary of stock option activity | The following table summarizes stock option activity during the year ended December 31, 2015: Shares Weighted average exercise price Weighted average remaining contractual life (years) Aggregate intrinsic value Outstanding at January 1 $ Options granted Options cancelled ) Options exercised — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding at December 31 $ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercisable at December 31 $ $ — |
Summary of unvested restricted share activity | The following table summarizes unvested restricted share activity during the year ended December 31, 2015: Shares Weighted average grant date fair value Outstanding at January 1 $ Vested ) Granted Forfeited ) ​ ​ ​ ​ ​ ​ ​ ​ Outstanding at December 31 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of weighted average assumptions used to estimate fair value of each employee stock option award | Years ended December 31, 2015 2014 2013 Risk-free interest rate % % % Expected life in years 6.25 years 6.25 years 6.25 years Volatility % % % Expected dividend yield — — — |
Schedule of stock-based compensation expense | Stock-based compensation expense during the years ended December 31, 2015, 2014 and 2013 was as follows (in thousands): Years ended December 31, 2015 2014 2013 Stock-based compensation expense by type of award: Employee stock options $ $ $ Restricted stock ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total stock-based compensation expense $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Effect of stock-based compensation expense by line item: Research and development $ $ $ General and administrative ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total stock-based compensation expense included in net loss $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of unrecognized stock-based compensation expense | Unrecognized stock-based compensation expense as of December 31, 2015 was as follows (dollars in thousands): Unrecognized stock compensation expense as of December 31, 2015 Weighted average remaining period (in years) Employee stock options $ Restricted stock ​ ​ ​ ​ ​ ​ ​ ​ Total $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Other Accrued Liabilities | |
Schedule of other accrued liabilities | Other accrued liabilities as of December 31, 2015 and December 31, 2014 consisted of the following (in thousands): December 31, 2015 December 31, 2014 (in thousands) Compensation and benefits $ $ Professional fees Other ​ ​ ​ ​ ​ ​ ​ ​ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes | |
Schedule of differences between the actual tax provision (benefit) and the tax provision (benefit) computed using the United States federal income tax rate | Years ended December 31, 2015 2014 2013 (in thousands) Benefit at statutory rate $ ) $ ) $ ) State taxes, net of federal benefit ) ) ) State net operating loss expiration — Stock-based compensation Tax credits ) ) ) Foreign rate differential Other ) Increase in valuation allowance ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax provision (benefit) $ — $ — $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of effects of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities | 2015 2014 (in thousands) Deferred tax assets: Federal and state net operating loss carryforwards $ $ Federal and state research and development credits Depreciation and amortization Deferred compensation Other ​ ​ ​ ​ ​ ​ ​ ​ Deferred tax assets Less valuation allowance ) ) ​ ​ ​ ​ ​ ​ ​ ​ Net deferred tax assets $ — $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies | |
Schedule of future minimum payments, excluding operating costs and taxes, under the Company's capital and non-cancellable operating leases | Future minimum payments, excluding operating costs and taxes, under the Company's capital and non-cancellable operating leases are approximately as follows (in thousands): Operating leases Capital leases Years ending December 31, 2016 $ $ 2017 — ​ ​ ​ ​ ​ ​ ​ ​ Total minimum payments $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less: amount representing interest ) ​ ​ ​ ​ ​ ​ ​ ​ Present value of minimum payments Less current portions of obligations ) ​ ​ ​ ​ ​ ​ ​ ​ Long term obligation $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Quarterly Financial Data (una32
Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Data (unaudited) | |
Schedule of quarterly results of operations | Three Months Ended March 31, 2015 June 30, 2015 September 30, 2015 December 31, 2015 (in thousands, except shares and per share data) Revenues: Total revenues $ — $ — $ — $ — Operating expenses: Research and development General and administrative ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total operating expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss from operations ) ) ) ) Interest expense, net ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss $ ) $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net loss per common share $ ) $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average number of common shares outstanding Three Months Ended March 31, 2014 June 30, 2014 September 30, 2014 December 31, 2014 (in thousands, except shares and per share data) Revenues: Total revenues $ — $ — $ — $ — Operating expenses: Research and development General and administrative ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total operating expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss from operations ) ) ) ) Interest expense, net ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss $ ) $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net loss per common share $ ) $ ) $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average number of common shares outstanding |
Nature of Business (Details)
Nature of Business (Details) $ in Thousands | 1 Months Ended | |||
Feb. 29, 2016item | Nov. 30, 2015item | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Accumulated deficit | $ | $ 706,244 | $ 637,573 | ||
Cash resources | $ | $ 66,600 | |||
November 2015 Restructuring Plan | ||||
Restructuring Information | ||||
Number of positions eliminated | 45 | |||
Total number of positions after restructuring program | 33 | |||
February 2016 Restructuring Plan | ||||
Restructuring Information | ||||
Number of positions eliminated | 23 | |||
Number of positions eliminated related to research and development | 19 | |||
Total number of positions after restructuring program | 10 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Research and Development Costs | |||
Accrued Contract Research Costs | $ 6,863 | $ 12,317 | |
Patents | |||
Patent expenses | 1,100 | 1,900 | $ 2,900 |
Income Taxes | |||
Uncertain tax items | 0 | 0 | |
Amount of accrued interest or penalties related to uncertain tax positions | 0 | 0 | |
Impairment of Long-Lived Assets | |||
Impairment of assets | $ 0 | $ 0 | |
Minimum | |||
Property and Equipment | |||
Estimated useful lives | 3 years | ||
Maximum | |||
Property and Equipment | |||
Estimated useful lives | 7 years | ||
Change in Estimate of Certain Contract Research Costs | |||
Research and Development Costs | |||
Accrued Contract Research Costs | $ (2,900) |
Summary of Significant Accoun35
Summary of Significant Accounting Policies - Basic and Diluted Loss Per Common Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Common stock options | |||
Anti-dilutive securities | |||
Outstanding securities not included in the computation of diluted net income (loss) per common share as their inclusion would be anti-dilutive (in shares) | 10,127,257 | 8,829,343 | 6,814,417 |
Restricted stock | |||
Anti-dilutive securities | |||
Outstanding securities not included in the computation of diluted net income (loss) per common share as their inclusion would be anti-dilutive (in shares) | 426,706 | 744,514 | 45,000 |
Cash, Cash Equivalents and Ma36
Cash, Cash Equivalents and Marketable Securities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash, Cash Equivalents and Marketable Securities | ||
Total cash, cash equivalents and marketable securities | $ 66,600 | |
Cash, cash equivalents and marketable securities, unrealized gains | 5 | $ 12 |
Cash, cash equivalents and marketable securities, unrealized losses | (1) | (8) |
Cost | ||
Cash, Cash Equivalents and Marketable Securities | ||
Cash and cash equivalents | 34,966 | 46,024 |
Total cash, cash equivalents and marketable securities | 66,570 | 97,686 |
Fair value | ||
Cash, Cash Equivalents and Marketable Securities | ||
Cash and cash equivalents | 34,966 | 46,024 |
Total cash, cash equivalents and marketable securities | 66,574 | 97,690 |
Corporate debt securities due within 1 year of date of purchase | ||
Cash, Cash Equivalents and Marketable Securities | ||
Marketable securities, Unrealized gains | 5 | 12 |
Marketable securities, Unrealized losses | (1) | (8) |
Corporate debt securities due within 1 year of date of purchase | Cost | ||
Cash, Cash Equivalents and Marketable Securities | ||
Marketable securities | 31,604 | 51,662 |
Corporate debt securities due within 1 year of date of purchase | Fair value | Level 2 | ||
Cash, Cash Equivalents and Marketable Securities | ||
Marketable securities | 31,608 | 51,666 |
Cash and money market funds | Cost | ||
Cash, Cash Equivalents and Marketable Securities | ||
Cash and cash equivalents | 27,473 | 45,004 |
Cash and money market funds | Fair value | Level 1 | ||
Cash, Cash Equivalents and Marketable Securities | ||
Cash and cash equivalents | 27,473 | 45,004 |
Corporate debt securities due within 3 months of date of purchase | Cost | ||
Cash, Cash Equivalents and Marketable Securities | ||
Cash and cash equivalents | 7,493 | 1,020 |
Corporate debt securities due within 3 months of date of purchase | Fair value | Level 2 | ||
Cash, Cash Equivalents and Marketable Securities | ||
Cash and cash equivalents | $ 7,493 | $ 1,020 |
Maximum | Corporate debt securities due within 1 year of date of purchase | ||
Cash, Cash Equivalents and Marketable Securities | ||
Maturity period from date of purchase to classify an investment as marketable securities | 1 year | 1 year |
Maximum | Corporate debt securities due within 3 months of date of purchase | ||
Cash, Cash Equivalents and Marketable Securities | ||
Maturity period from date of purchase to classify an investment as cash and cash equivalents | 3 months | 3 months |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property and Equipment | |||
Property and equipment, gross | $ 21,565,000 | $ 21,507,000 | |
Less accumulated depreciation and amortization | (21,145,000) | (20,483,000) | |
Property and equipment, net | 420,000 | 1,024,000 | |
Depreciation and amortization | 662,000 | 673,000 | $ 516,000 |
Laboratory equipment | |||
Property and Equipment | |||
Property and equipment, gross | 12,217,000 | 12,217,000 | |
Leasehold improvements | |||
Property and Equipment | |||
Property and equipment, gross | 5,030,000 | 4,988,000 | |
Computers and software | |||
Property and Equipment | |||
Property and equipment, gross | 3,136,000 | 3,126,000 | |
Furniture and fixtures | |||
Property and Equipment | |||
Property and equipment, gross | 1,182,000 | 1,176,000 | |
Equipment under capital lease | |||
Property and Equipment | |||
Less accumulated depreciation and amortization | (84,000) | (42,000) | |
Property and equipment, net | $ 42,000 | $ 84,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ / shares in Units, $ in Millions | Mar. 15, 2016shares | Oct. 31, 2015USD ($) | Apr. 30, 2015USD ($)$ / sharesshares | Jul. 31, 2014USD ($)shares | Apr. 30, 2014USD ($)$ / sharesshares | Nov. 30, 2013USD ($)$ / sharesshares | Apr. 30, 2014USD ($)$ / sharesshares | Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2014USD ($)$ / sharesshares | Jul. 31, 2014USD ($)$ / sharesshares | Jun. 30, 2014USD ($)shares | Dec. 31, 2015Vote |
Stockholders' Equity | ||||||||||||
Number of votes per share that common stockholders are entitled to receive | Vote | 1 | |||||||||||
Public Offering | ||||||||||||
Stockholders' Equity | ||||||||||||
Value of shares sold by the entity | $ | $ 44.3 | $ 60.4 | ||||||||||
Number of shares sold by the entity | 25,300,000 | 16,100,000 | ||||||||||
Share Price | $ / shares | $ 1.75 | $ 3.75 | ||||||||||
Net proceeds after deducting commissions and other transactions costs | $ | $ 41.9 | $ 57.1 | ||||||||||
Public Offering-Initial Offering | ||||||||||||
Stockholders' Equity | ||||||||||||
Number of shares sold by the entity | 14,000,000 | |||||||||||
Public Offering-Full Exercise | ||||||||||||
Stockholders' Equity | ||||||||||||
Number of shares sold by the entity | 2,100,000 | |||||||||||
At-The-Market Issuance Sales Agreement | ||||||||||||
Stockholders' Equity | ||||||||||||
Value of shares sold by the entity | $ | $ 28 | $ 7.9 | $ 23 | $ 40 | ||||||||
Number of shares sold by the entity | 1,363,949 | 6,588,875 | 3,614,511 | 5,679,685 | 9,424,193 | 8,060,244 | ||||||
Net proceeds after deducting commissions and other transactions costs | $ | $ 5.6 | $ 27.3 | $ 7.7 | $ 22.5 | $ 39.2 | $ 33.6 | ||||||
Maximum aggregate offering price | $ | $ 50 | |||||||||||
Weighted average selling price (in dollars per share) | $ / shares | $ 4.25 | $ 2.19 | $ 4.05 | $ 4.24 | ||||||||
MLV & Co. LLC | Maximum | At-The-Market Issuance Sales Agreement | ||||||||||||
Stockholders' Equity | ||||||||||||
Percentage of gross proceeds payable as commission | 3.00% | |||||||||||
Cowen & Co. LLC | At-The-Market Issuance Sales Agreement | ||||||||||||
Stockholders' Equity | ||||||||||||
Notice period of termination of sales agreement | 10 days | |||||||||||
Maximum aggregate offering price | $ | $ 100 | |||||||||||
Cowen & Co. LLC | Maximum | At-The-Market Issuance Sales Agreement | ||||||||||||
Stockholders' Equity | ||||||||||||
Percentage of gross proceeds payable as commission | 3.00% | |||||||||||
Largest Shareholder Members Of Board Of Directors And Entities Affiliated With Directors | Public Offering | ||||||||||||
Stockholders' Equity | ||||||||||||
Number of shares sold by the entity | 7,257,142 | 5,183,333 | ||||||||||
Share Price | $ / shares | $ 1.75 | $ 3.75 | ||||||||||
Largest Shareholder Members Of Board Of Directors And Entities Affiliated With Directors | Registered Direct Offering | ||||||||||||
Stockholders' Equity | ||||||||||||
Number of shares sold by the entity | 1,250,000 | |||||||||||
Share Price | $ / shares | $ 4.01 | $ 4.01 | ||||||||||
Net proceeds after deducting commissions and other transactions costs | $ | $ 5 | |||||||||||
Subsequent event | Cowen & Co. LLC | At-The-Market Issuance Sales Agreement | ||||||||||||
Stockholders' Equity | ||||||||||||
Number of shares sold by the entity | 0 | |||||||||||
Underwriters Option | Public Offering | ||||||||||||
Stockholders' Equity | ||||||||||||
Number of shares sold by the entity | 3,300,000 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option and Restricted Share Activity (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2015 | Jan. 31, 2015 | |
Stock-based compensation expense | |||||
Shares available for future issuance | 8,067,115 | ||||
Common stock options | |||||
Shares | |||||
Outstanding at the beginning of the period (in shares) | 8,829,343 | ||||
Options granted (in shares) | 5,399,986 | ||||
Options cancelled (in shares) | (4,102,072) | ||||
Outstanding at the end of the period (in shares) | 10,127,257 | 8,829,343 | |||
Exercisable at the end of the period (in shares) | 5,673,074 | ||||
Weighted average exercise price per share | |||||
Outstanding at the beginning of the period (in dollars per share) | $ 6.17 | ||||
Options granted (in dollars per share) | 2.09 | ||||
Options cancelled (in dollars per share) | 4.76 | ||||
Outstanding at the end of the period (in dollars per share) | 4.56 | $ 6.17 | |||
Exercisable at the end of the period (in dollars per share) | $ 6.17 | ||||
Weighted average remaining contractual life | |||||
Outstanding at the end of the period | 5 years 3 months 15 days | ||||
Exercisable at the end of the period | 2 years 1 month 2 days | ||||
Additional disclosures | |||||
Closing stock price (in dollars per share) | $ 0.35 | ||||
Total intrinsic value of options exercised | $ 0 | $ 435,000 | $ 385,000 | ||
Total cash received from stock option exercises | $ 0 | $ 900,000 | $ 1,100,000 | ||
Weighted-average grant date fair value of options (in dollars per share) | $ 1.51 | $ 4 | $ 7.28 | ||
Weighted average assumptions used to estimate fair value of each employee stock option award | |||||
Risk-free interest rate (as a percent) | 1.72% | 1.88% | 1.20% | ||
Expected life in years | 6 years 3 months | 6 years 3 months | 6 years 3 months | ||
Volatility (as a percent) | 84.00% | 104.00% | 102.00% | ||
Common stock options | Maximum | |||||
Stock-based compensation expense | |||||
Expiration period | 10 years | ||||
Vesting period | 4 years | ||||
Restricted stock | |||||
Additional disclosures | |||||
Total fair value of restricted stock vested during the period | $ 100,000 | $ 100,000 | $ 300,000 | ||
Shares | |||||
Outstanding at the beginning of the period (in shares) | 744,514 | ||||
Vested (in shares) | (71,211) | ||||
Granted (in shares) | 253,403 | ||||
Forfeited (in shares) | (500,000) | ||||
Outstanding at the end of the period (in shares) | 426,706 | 744,514 | |||
Weighted average grant date fair value per share | |||||
Outstanding at the beginning of the period (in dollars per share) | $ 3.65 | ||||
Vested (in dollars per share) | 2.72 | ||||
Granted (in dollars per share) | 2.32 | ||||
Forfeited (in dollars per share) | 4 | ||||
Outstanding at the end of the period (in dollars per share) | $ 2.61 | $ 3.65 | |||
2006 Stock Plan | |||||
Stock-based compensation expense | |||||
Shares reserved for issuance | 10,300,000 | 11,600,000 | |||
Increase in number of shares reserved for issuance | 1,300,000 | ||||
Percentage of outstanding shares of common stock used to compute annual increase in number of shares reserved for issuance | 5.00% | ||||
2015 Stock Plan | |||||
Stock-based compensation expense | |||||
Shares available for future issuance | 8,741,000 |
Stock-Based Compensation - Expe
Stock-Based Compensation - Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock-based compensation expense | |||
Stock-based compensation expense | $ 4,300 | $ 7,431 | $ 6,030 |
Research and development | |||
Stock-based compensation expense | |||
Stock-based compensation expense | 2,530 | 4,412 | 3,220 |
General and administrative | |||
Stock-based compensation expense | |||
Stock-based compensation expense | 1,770 | 3,019 | 2,810 |
Common stock options | |||
Stock-based compensation expense | |||
Stock-based compensation expense | 4,060 | 7,076 | 5,757 |
Restricted stock | |||
Stock-based compensation expense | |||
Stock-based compensation expense | $ 240 | $ 355 | $ 273 |
Stock-Based Compensation - Unre
Stock-Based Compensation - Unrecognized Expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Unrecognized stock-based compensation expense | |
Unrecognized stock compensation expense | $ 6,980 |
Weighted average remaining period | 2 years 10 months 2 days |
Common stock options | |
Unrecognized stock-based compensation expense | |
Unrecognized stock compensation expense | $ 6,087 |
Weighted average remaining period | 2 years 11 months 23 days |
Restricted stock | |
Unrecognized stock-based compensation expense | |
Unrecognized stock compensation expense | $ 893 |
Weighted average remaining period | 1 year 11 months 5 days |
Other Accrued Liabilities (Deta
Other Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Other Accrued Liabilities | ||
Compensation and benefits | $ 3,072 | $ 3,852 |
Professional fees | 867 | 1,285 |
Other | 1,037 | 1,040 |
Other accrued liabilities | $ 4,976 | $ 6,177 |
Co-Development and License Ag43
Co-Development and License Agreements (Details) - License Arrangement | May. 31, 2014item |
Co-Development and License Agreements | |
Number of lead candidates | 2 |
Number of lead candidates to be developed | 1 |
Term Loans (Details)
Term Loans (Details) | 1 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Apr. 30, 2014USD ($) | Jan. 31, 2014payment | Mar. 31, 2013USD ($) | May. 31, 2011payment | Mar. 31, 2011USD ($) | Jun. 30, 2013payment | Mar. 31, 2013USD ($)item | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2012USD ($) | |
Term Loans | |||||||||||
Proceeds from term loans | $ 13,500,000 | ||||||||||
GECC Term Loan | |||||||||||
Term Loans | |||||||||||
Proceeds from term loans | $ 12,900,000 | ||||||||||
Principal balance | $ 22,500,000 | $ 22,500,000 | |||||||||
Annual interest rate on term loan (as a percent) | 9.75% | 9.75% | |||||||||
Number of equal monthly payments of principal plus accrued interest | 30 | 9 | |||||||||
Exit fee to be paid | $ 788,000 | ||||||||||
Interest expense recognized | 1,100,000 | $ 2,100,000 | 2,500,000 | ||||||||
Transaction and exit fees and expenses recognized in interest expense | 200,000 | 400,000 | 600,000 | ||||||||
Remaining principal payments scheduled to be paid in 2016 | 4,500,000 | ||||||||||
GECC Term Loan | Maximum | |||||||||||
Term Loans | |||||||||||
Amount of equipment financing allowed under covenants without any restriction | 4,000,000 | ||||||||||
Oxford Term Loan | |||||||||||
Term Loans | |||||||||||
Proceeds from term loans | $ 2,000,000 | ||||||||||
Annual interest rate on term loan (as a percent) | 13.35% | ||||||||||
Number of equal monthly payments of principal plus accrued interest | payment | 36 | ||||||||||
Interest expense recognized | 42,000 | $ 59,000 | $ 127,000 | ||||||||
Number of equal monthly payments of principal plus accrued interest | payment | 36 | ||||||||||
Remaining principal payments scheduled to be paid in 2016 | 107,000 | ||||||||||
Full payment of the original loan | $ 2,000,000 | ||||||||||
Principal amount of debt issued | 600,000 | ||||||||||
Administrative, legal fees and expenses paid | 108,000 | ||||||||||
Oxford Term Loan | Maximum | |||||||||||
Term Loans | |||||||||||
Additional amount that the Company may fully utilized in equipment financing | $ 600,000 | ||||||||||
Oxford Term Loan | Minimum | |||||||||||
Term Loans | |||||||||||
Amount of debt assumption from acquisitions requiring prior written consent under covenants | $ 2,000,000 |
Restructurings - November 20145
Restructurings - November 2015 and February 2016 (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Feb. 29, 2016item | Nov. 30, 2015USD ($)item | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jun. 30, 2016USD ($) | |
November 2015 Restructuring Plan | ||||||
Restructurings - November 2015 and February 2016 | ||||||
Number of positions eliminated | 45 | |||||
Total number of positions after restructuring program | 33 | |||||
Restructuring charges paid | $ | $ 2.6 | $ 1.3 | ||||
Accrued restructuring charges | $ | $ 1.3 | |||||
February 2016 Restructuring Plan | ||||||
Restructurings - November 2015 and February 2016 | ||||||
Number of positions eliminated | 23 | |||||
Number of positions eliminated related to research and development | 19 | |||||
Total number of positions after restructuring program | 10 | |||||
Forecast | November 2015 Restructuring Plan | ||||||
Restructurings - November 2015 and February 2016 | ||||||
Restructuring charges paid | $ | $ 0.1 | $ 1.2 | ||||
Forecast | February 2016 Restructuring Plan | ||||||
Restructurings - November 2015 and February 2016 | ||||||
Restructuring charges paid | $ | $ 1.5 |
Income Taxes - Statutory Rate R
Income Taxes - Statutory Rate Reconciliation and Temporary Differences (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Differences between the actual tax provision (benefit) and the tax provision (benefit) computed using the United States federal income tax rate | |||
Benefit at statutory rate | $ (23,348) | $ (29,293) | $ (30,665) |
State taxes, net of federal benefit | (2,569) | (3,342) | (3,735) |
State net operating loss expiration | 1,210 | 661 | |
Stock-based compensation | 1,229 | 1,094 | 1,118 |
Tax credits | (1,282) | (1,720) | (2,462) |
Foreign rate differential | 5,099 | 6,243 | 5,252 |
Other | 96 | 101 | (47) |
Increase in valuation allowance | 19,565 | 26,917 | 29,878 |
Deferred tax assets: | |||
Federal and state net operating loss carryforwards | 213,004 | 194,091 | |
Federal and state research and development credits | 22,520 | 21,401 | |
Depreciation and amortization | 2,321 | 2,423 | |
Deferred compensation | 7,884 | 7,643 | |
Other | 821 | 1,427 | |
Deferred tax assets | 246,550 | 226,985 | |
Less valuation allowance | (246,550) | (226,985) | |
Increase (decrease) in valuation allowance | $ 19,600 | $ 26,900 | $ 29,900 |
Income Taxes - Net Operating Lo
Income Taxes - Net Operating Loss Carryforwards (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Income Taxes | |
Deductions related to the exercise of common stock options included in net operating loss carryforwards | $ 1.4 |
Federal | |
Income Taxes | |
Net operating loss carryforwards | 578.1 |
State | |
Income Taxes | |
Net operating loss carryforwards | $ 321.9 |
Income Taxes - Research & Devel
Income Taxes - Research & Development and Uncertain Tax Positions (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Income Taxes | |||
Reserves for uncertain tax positions | $ 0 | $ 0 | $ 0 |
Liability for uncertain tax positions | 0 | $ 0 | |
Federal | Research and development credits | |||
Income Taxes | |||
Research and development tax credit carryforwards | 17,800 | ||
State | Research and development credits | |||
Income Taxes | |||
Research and development tax credit carryforwards | $ 7,200 |
Commitments and Contingencies49
Commitments and Contingencies (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($)propertylease | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Commitments and Contingencies | |||
Number of properties under operating leases | property | 3 | ||
Number of non-cancelable and renewable operating leases | lease | 3 | ||
Rent expense under operating leases | $ 2,400 | $ 2,300 | $ 2,200 |
Operating leases | |||
2,016 | 1,995 | ||
2,017 | 25 | ||
Total minimum payments | 2,020 | ||
Capital leases | |||
2,016 | 44 | ||
Total minimum payments | 44 | ||
Less: amount representing interest | (1) | ||
Present value of minimum payments | 43 | ||
Less current portions of obligations | $ (43) | (42) | |
Long term obligation | $ 43 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | |||
Apr. 30, 2015 | Apr. 30, 2014 | Nov. 30, 2013 | Jan. 31, 2013 | |
Public Offering | ||||
Related Party Transactions | ||||
Sale of common stock (in shares) | 25,300,000 | 16,100,000 | ||
Selling price per share (in dollars per share) | $ 1.75 | $ 3.75 | ||
Largest Shareholder Members Of Board Of Directors And Entities Affiliated With Directors | Public Offering | ||||
Related Party Transactions | ||||
Sale of common stock (in shares) | 7,257,142 | 5,183,333 | ||
Selling price per share (in dollars per share) | $ 1.75 | $ 3.75 | ||
Largest Shareholder Members Of Board Of Directors And Entities Affiliated With Directors | Registered Direct Offering | ||||
Related Party Transactions | ||||
Sale of common stock (in shares) | 1,250,000 | |||
Selling price per share (in dollars per share) | $ 4.01 | |||
Director | ||||
Related Party Transactions | ||||
Aggregate number of shares of common stock options exercised | 114,250 | |||
Proceeds resulting from exercise of stock options | $ 1 |
Retirement Plan (Details)
Retirement Plan (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Matching contribution percentage | |||
Percentage of employee's salary that is subject to Company matching | 6.00% | ||
Vesting schedule of employer's matching contribution | 3 years | ||
Company contributions | $ 314,000 | $ 359,000 | $ 413,000 |
Maximum | |||
Matching contribution percentage | |||
Percentage of participants' contributions matched by Company on the first 6% of the employee's salary | 50.00% |
Quarterly Financial Data (una52
Quarterly Financial Data (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating expenses: | |||||||||||
Research and development | $ 7,246 | $ 14,413 | $ 16,377 | $ 16,182 | $ 15,653 | $ 16,208 | $ 18,761 | $ 17,583 | $ 54,218 | $ 68,205 | $ 71,860 |
General and administrative | 3,134 | 2,981 | 3,127 | 4,150 | 4,241 | 3,241 | 2,940 | 5,324 | 13,392 | 15,746 | 15,699 |
Total operating expenses | 10,380 | 17,394 | 19,504 | 20,332 | 19,894 | 19,449 | 21,701 | 22,907 | 67,610 | 83,951 | 87,559 |
Loss from operations | (10,380) | (17,394) | (19,504) | (20,332) | (19,894) | (19,449) | (21,701) | (22,907) | (67,610) | (83,951) | (87,559) |
Interest expense, net | (156) | (234) | (296) | (375) | (458) | (517) | (585) | (650) | (1,061) | (2,210) | (2,633) |
Net loss | $ (10,536) | $ (17,628) | $ (19,800) | $ (20,707) | $ (20,352) | $ (19,966) | $ (22,286) | $ (23,557) | $ (68,671) | $ (86,161) | $ (90,192) |
Basic and diluted net loss per common share (in dollars per share) | $ (0.08) | $ (0.13) | $ (0.15) | $ (0.19) | $ (0.19) | $ (0.19) | $ (0.24) | $ (0.28) | $ (0.53) | $ (0.87) | $ (1.27) |
Basic and diluted weighted average number of common shares outstanding | 137,336,309 | 135,971,551 | 132,295,909 | 108,376,264 | 108,366,504 | 105,774,949 | 94,046,278 | 85,438,127 | 128,594,835 | 98,489,470 | 70,976,705 |