Document and Entity Information
| Document and Entity Information - shares | 3 Months Ended | |
| Mar. 31, 2016 | May. 02, 2016 | |
| Document and Entity Information | ||
| Entity Registrant Name | SYNTA PHARMACEUTICALS CORP | |
| Entity Central Index Key | 1,157,601 | |
| Document Type | 10-Q | |
| Document Period End Date | Mar. 31, 2016 | |
| Amendment Flag | false | |
| Current Fiscal Year End Date | --12-31 | |
| Entity Current Reporting Status | Yes | |
| Entity Filer Category | Accelerated Filer | |
| Entity Common Stock, Shares Outstanding | 137,806,441 | |
| Document Fiscal Year Focus | 2,016 | |
| Document Fiscal Period Focus | Q1 |
Condensed Consolidated Balance
| Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
| Current assets: | ||
| Cash and cash equivalents | $ 42,815 | $ 34,966 |
| Marketable securities | 9,227 | 31,608 |
| Prepaid expenses and other current assets | 554 | 1,201 |
| Total current assets | 52,596 | 67,775 |
| Property and equipment, net | 374 | 420 |
| Total assets | 52,970 | 68,195 |
| Current liabilities: | ||
| Accounts payable | 744 | 1,299 |
| Accrued contract research costs | 2,737 | 6,863 |
| Other accrued liabilities | 2,826 | 4,976 |
| Current portion of capital lease obligations | 33 | 43 |
| Current portion of term loans | 2,299 | 4,607 |
| Total current liabilities | 8,639 | 17,788 |
| Total liabilities | $ 8,639 | $ 17,788 |
| Stockholders' equity: | ||
| Preferred stock, par value $0.0001 per share Authorized: 5,000,000 shares at March 31, 2016 and December 31, 2015; no shares issued and outstanding at each of March 31, 2016 and December 31, 2015 | ||
| Common stock, par value $0.0001 per share Authorized: 200,000,000 shares at March 31, 2016 and December 31, 2015; 137,806,441 and 137,788,584 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively | $ 14 | $ 14 |
| Additional paid-in-capital | 757,081 | 756,633 |
| Accumulated other comprehensive income | 4 | 4 |
| Accumulated deficit | (712,768) | (706,244) |
| Total stockholders' equity | 44,331 | 50,407 |
| Total liabilities and stockholders' equity | $ 52,970 | $ 68,195 |
Condensed Consolidated Balance3
| Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
| Condensed 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 | 137,806,441 | 137,788,584 |
| Common stock, shares outstanding | 137,806,441 | 137,788,584 |
Condensed Consolidated Statemen
| Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
| Mar. 31, 2016 | Mar. 31, 2015 | |
| Operating expenses: | ||
| Research and development | $ 3,407 | $ 16,182 |
| General and administrative | 3,040 | 4,150 |
| Total operating expenses | 6,447 | 20,332 |
| Loss from operations | (6,447) | (20,332) |
| Interest expense, net | (77) | (375) |
| Net loss | $ (6,524) | $ (20,707) |
| Net loss per common share: | ||
| Basic and diluted net loss per common share (in dollars per share) | $ (0.05) | $ (0.19) |
| Basic and diluted weighted average number of common shares outstanding | 137,362,260 | 108,376,264 |
Condensed Consolidated Stateme5
| Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
| Mar. 31, 2016 | Mar. 31, 2015 | |
| Condensed Consolidated Statements of Comprehensive Loss | ||
| Net loss | $ (6,524) | $ (20,707) |
| Other comprehensive income (loss): | ||
| Unrealized gain on available-for-sale securities | 2 | |
| Comprehensive loss | $ (6,524) | $ (20,705) |
Condensed Consolidated Stateme6
| Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
| Mar. 31, 2016 | Mar. 31, 2015 | |
| Cash flows from operating activities: | ||
| Net loss | $ (6,524) | $ (20,707) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||
| Stock-based compensation expense | 448 | 1,710 |
| Depreciation and amortization | 46 | 169 |
| Changes in operating assets and liabilities: | ||
| Prepaid expenses and other current assets | 647 | 289 |
| Other assets | (259) | |
| Accounts payable | (555) | 598 |
| Accrued contract research costs | (4,126) | 194 |
| Other accrued liabilities | (2,150) | (769) |
| Net cash used in operating activities | (12,214) | (18,775) |
| Cash flows from investing activities: | ||
| Purchases of marketable securities | (9,219) | (28,683) |
| Maturities of marketable securities | 31,600 | 37,000 |
| Net cash provided by investing activities | 22,381 | 8,317 |
| Cash flows from financing activities: | ||
| Payment of term loans | (2,308) | (2,301) |
| Payment of capital lease obligations | (10) | (10) |
| Net cash used by financing activities | (2,318) | (2,311) |
| Net increase (decrease) in cash and cash equivalents | 7,849 | (12,769) |
| Cash and cash equivalents at beginning of period | 34,966 | 46,024 |
| Cash and cash equivalents at end of period | 42,815 | 33,255 |
| Supplemental disclosure of cash flow information: | ||
| Cash paid for interest | $ 96 | $ 325 |
Nature of Business
| Nature of Business | 3 Months Ended |
| Mar. 31, 2016 | |
| 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 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. 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. On April 13, 2016, the Company and Madrigal Pharmaceuticals, Inc. (Madrigal) entered into an Agreement and Plan of Merger and Reorganization pursuant to which Saffron Merger Sub Inc., a wholly owned subsidiary of the Company, will merge with and into Madrigal, with Madrigal surviving as a wholly owned subsidiary of the Company (the Proposed Merger) (See Note 11). There is no guarantee that the Proposed Merger will be completed. The Company cannot predict whether and to what extent it may continue drug development activities, if at all, if the Proposed Merger is not completed and what its future cash needs may be for any such activities. The Company expects its $52.0 million in cash, cash equivalents and marketable securities as of March 31, 2016, 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 Company does not expect to raise any additional funds prior to the completion of the Proposed Merger. However, if the Proposed Merger is not completed 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 | 3 Months Ended |
| Mar. 31, 2016 | |
| Summary of Significant Accounting Policies | |
| Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies The accompanying condensed consolidated financial statements are unaudited, have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary to present fairly the Company’s financial position as of March 31, 2016 and the consolidated results of operations, comprehensive loss and cash flows for the three months ended March 31, 2016 and 2015. The preparation of financial statements in conformity with accounting principles generally accepted in the United States (GAAP) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. The results of operations for the three months ended March 31, 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016 or for any other interim period or any other future year. For more complete financial information, these condensed financial statements, and the notes hereto, should be read in conjunction with the audited financial statements for the year ended December 31, 2015 included in the Company’s Annual Report on Form 10-K. Principles of Consolidation The condensed 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. generally accepted accounting principles (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 three months ended March 31, 2016 and 2015, 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 three months ended March 31, 2016 and 2015, 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 March 31, 2016, 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 three months ended March 31, 2016 and 2015, the Company did not have any transfers of financials assets between Levels 1 and 2. As of March 31, 2016, 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. 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 three months ended March 31, 2016 and 2015. 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 three months ended March 31, 2016 and 2015, 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: March 31, 2016 2015 Common stock options Unvested restricted common stock Unvested restricted stock units — 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 June 2014, the FASB issued ASU No. 2014-12, — Compensation—Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. ASU No. 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The amendments in this update apply prospectively to all share-based payment awards that are granted or modified on or after the effective date, or retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the consolidated financial statements, and to all new or modified awards thereafter. ASU No. 2014-12 is effective for annual periods and interim periods within those annual periods, beginning after December 15, 2015. The Company adopted ASU No. 2014-12 effective January 1, 2016 and is applying this standard to account for restricted stock units granted to certain executive officers and non-executive employees (See Note 6). 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. If this standard had been adopted as of March 31, 2016, the Company believes that it would have concluded there was not substantial doubt about its ability to continue as a going concern. However, the Company faces risks and uncertainties, as further described in Note 1, Nature of Business¸ that would have been considered in this analysis. 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 | 3 Months Ended |
| Mar. 31, 2016 | |
| 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 March 31, 2016 and December 31, 2015 was as follows in thousands (see Note 2): March 31, 2016 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, 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 $ $ $ ) $ |
Property and Equipment
| Property and Equipment | 3 Months Ended |
| Mar. 31, 2016 | |
| Property and Equipment | |
| Property and Equipment | (4) Property and Equipment Property and equipment as of March 31, 2016 and December 31, 2015 consisted of the following (in thousands): March 31, 2016 December 31, 2015 (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 $46,000 and $169,000 in the three months ended March 31, 2016 and 2015, respectively. |
Stockholders' Equity
| Stockholders' Equity | 3 Months Ended |
| Mar. 31, 2016 | |
| 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. At-The-Market Issuance Sales Agreement 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 | 3 Months Ended |
| Mar. 31, 2016 | |
| Stock-Based Compensation | |
| Stock-Based Compensation | (6) Stock-Based Compensation 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. The 2015 Stock Plan replaced the 2006 Stock Plan which was terminated upon adoption of the 2015 Stock Plan. Shares of common stock reserved for outstanding awards under the 2006 Stock Plan that lapse or are canceled will be added back to the share reserve available for future awards under the 2015 Stock Plan. The 2015 Stock Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock and other stock-based compensation awards to employees, officers, directors and consultants of the Company. The administration of the 2015 Stock Plan 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 March 31, 2016, the Company had options outstanding to purchase 7,335,500 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 March 31, 2016, 10,636,423 shares were available for future issuance. The following table summarizes stock option activity during the three months ended March 31, 2016: Shares Weighted average exercise price Outstanding at January 1, 2016 $ Options granted — — Options exercised — — Options cancelled ) Outstanding at March 31, 2016 $ Exercisable at March 31, 2016 $ The total cash received by the Company as a result of stock option exercises was $0 in each of the three months ended March 31, 2016 and 2015. The weighted-average grant date fair values of options granted during the three months ended March 31, 2016 and 2015 were $0 and $1.92, respectively. Non-Vested (“Restricted”) Stock Awards With Service Conditions Restricted Common Stock 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 in the three months ended March 31, 2016 and 2015 was $8,000 and $19,000, respectively. The following table summarizes unvested restricted share activity during the three months ended March 31, 2016: Shares Weighted average grant date fair value Outstanding at January 1, 2016 $ Vested ) Granted Forfeited — — Outstanding at March 31, 2016 $ Restricted Stock Units In December 2015, in connection with the Company’s review of its strategy and the exploration of strategic alternatives, the Compensation Committee approved the grant of five million milestone-based restricted stock units (RSU’s), effective on January 4, 2016, to certain executive officers and non-executive employees. The restricted stock units only vest if the executive officer or non-executive employee is employed by the Company at the closing of a defined Transaction that occurs on or prior to December 31, 2016, or if such person is terminated prior to that date by the Company other than for cause. The grant was intended to further align the interests of the Company’s executive team with its stockholders by providing equity participation in a strategic transaction and to promote maximizing stockholder value in such a transaction. If completed, the Proposed Merger with Madrigal would be a covered Transaction. The Company will not recognize stock compensation in connection with these restricted stock units until the closing of the Proposed Merger with Madrigal Pharmaceuticals, Inc. (see Note 11), which is expected to occur in the third quarter of 2016, subject to customary closing conditions, including the approval of the Company’s stockholders and the Company having a minimum net cash amount of $28.5 million. Stock-Based Compensation Expense For the three months ended March 31, 2016 and 2015, 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: Three Months Ended March 31, 2016 2015 Risk-free interest rate — % Expected life in years — Volatility — % Expected dividend yield — — Stock-based compensation expense during the three months ended March 31, 2016 and 2015 was as follows (in thousands): Three Months Ended March 31, 2016 2015 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 March 31, 2016 was as follows (dollars in thousands): Unrecognized stock compensation expense Weighted average remaining period (in years) Employee stock options $ Restricted stock Restricted stock units Total $ |
Other Accrued Liabilities
| Other Accrued Liabilities | 3 Months Ended |
| Mar. 31, 2016 | |
| Other Accrued Liabilities | |
| Other Accrued Liabilities | 7) Other Accrued Liabilities Other accrued liabilities as of March 31, 2016 and December 31, 2015 consisted of the following (in thousands): March 31, 2016 December 31, 2015 Compensation and benefits $ $ Professional fees Other $ $ |
Co-Development and License Agre
| Co-Development and License Agreements | 3 Months Ended |
| Mar. 31, 2016 | |
| 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 granted a minority interest in PRCL in exchange for its contribution of know-how and intellectual property and also holds a seat on PRCL’s Board of Directors. Synta will not be required to provide any research funding or capital contributions to PRCL. Synta will be reimbursed by PRCL for any ongoing intellectual property management costs in connection with the contributed intellectual property and may conduct preclinical research activities which would be reimbursed by PRCL. 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. 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. |
Term Loans
| Term Loans | 3 Months Ended |
| Mar. 31, 2016 | |
| 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%. As of March 31, 2016, in accordance with the GECC Term Loan, $2.3 million in remaining principal payments is scheduled to be paid by June 2016, at which time the Company is obligated to pay an exit fee in the amount of $788,000. 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 exit fee of $788,000 payable at the time of the final principal payment is being accreted and expensed as interest over the remaining term of the GECC Term Loan. In the three months ended March 31, 2016 and 2015, the Company recognized GECC Term Loan interest expense of $110,000 and $363,000, respectively, of which $36,000 and $73,000, respectively, was in connection with these transaction and exit fees and expenses in each of the periods. 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. Oxford Finance Corporation In December 2012, the Company entered into an amended loan and security agreement with Oxford Finance Corporation (Oxford) and received $0.6 million in additional equipment financing that is payable in 36 equal monthly payments of principal plus accrued interest on the outstanding balance (collectively, the Oxford Term Loan). Interest on the borrowings under the Oxford Term Loan accrues at an annual rate of 13.35%. As of March 31, 2016, in accordance with the Oxford Term Loan, $49,000 in remaining principal payments is scheduled to be paid by July 2016. The Company recognized approximately $2,000 and $10,000 in interest expense in the three months ended March 31, 2016 and 2015, 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 amortized as interest expense 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. |
Restructurings - November 2015
| Restructurings - November 2015 and February 2016 | 3 Months Ended |
| Mar. 31, 2016 | |
| 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 and approximately $1.2 million was paid during the first quarter of 2016. As of March 31, 2016, approximately $0.1 million was accrued in remaining restructuring-related payments that is expected to be paid in the second quarter of 2016. 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. In connection with this restructuring, the Company discontinued a substantial portion of its research and development activities. The restructuring was completed in the first quarter of 2016. Cash payments in connection with the workforce reduction, comprised principally of severance, unused vacation payments, benefits continuation costs and outplacement services, were approximately $1.5 million of which approximately $0.6 million was paid during the first quarter of 2016. As of March 31, 2016, approximately $0.9 million was accrued in remaining restructuring-related payments that is expected to be substantially paid in the second quarter of 2016. |
Subsequent Events
| Subsequent Events | 3 Months Ended |
| Mar. 31, 2016 | |
| Subsequent Events | |
| Subsequent Events | (11) Subsequent Events Merger Agreement On April 13, 2016, the Company and Madrigal Pharmaceuticals, Inc. (Madrigal) entered into an Agreement and Plan of Merger and Reorganization pursuant to which Saffron Merger Sub Inc., a wholly owned subsidiary of the Company, will merge with and into Madrigal, with Madrigal surviving as a wholly owned subsidiary of the Company (the Proposed Merger). Under the terms of the Proposed Merger, the Company will acquire all outstanding shares of Madrigal in exchange for approximately 253.9 million newly issued shares of the Company’s common stock. Immediately following the effective time of the Proposed Merger, the Company anticipates that the stockholders of the Company as of immediately prior to the Proposed Merger will own approximately 36% of the combined company and the former Madrigal stockholders will own approximately 64% of the combined company. The Proposed Merger has been approved by the boards of directors of both companies and the stockholders of Madrigal and is expected to close in the third quarter of 2016, subject to customary closing conditions, including the approval of the Company’s stockholders and the Company having a minimum net cash amount of $28.5 million. At the effective time of the Proposed Merger, (i) the officers of the Company will include Dr. Paul A. Friedman, a former director of the Company, who will be Chief Executive Officer and Chairman of the combined company, Rebecca Taub, M.D., a current executive officer of Madrigal who will be the Chief Medical Officer, Executive Vice President, Research & Development, of the combined company (Dr. Taub is the spouse of Dr. Friedman), and Marc Schneebaum, the current Chief Financial Officer of Synta, who will be the Chief Financial Officer of the combined company, and (ii) the initial size of the Board of Directors of the Company shall be seven (7) and the initial directors shall be Paul A. Friedman, M.D., who shall be Chairman; Fred Craves, Ph.D., who shall be the lead director; Rebecca Taub, M.D.; Keith Gollust; and three (3) other individuals to be designated. The resignations from Synta’s board of directors of each of Chen Schor, Donald W. Kufe, M.D., William S. Reardon, C.P.A., Scott Morenstein, Robert N. Wilson and Bruce Kovner will be effective as of the effective time of the Proposed Merger. The Proposed Merger is intended to create a company focused on the development of novel small-molecule drugs addressing major unmet needs in cardiovascular-metabolic diseases and non-alcoholic steatohepatitis (NASH). Madrigal’s lead compound, MGL-3196, is a Phase 2-ready once-daily, oral, liver-directed selective thyroid hormone receptor-ß (THR-ß) agonist for the treatment of NASH and heterozygous and homozygous familial hypercholesterolemia (HeFH, HoFH). The Company continues to conduct limited activities with respect to ganetespib and the drug candidates from its Hsp90 inhibitor drug candidate (“HDC”) program, including its lead HDC candidate, STA-12-8666. Facility Lease Termination On April 19, 2016, the Company entered into a Lease Termination Agreement (the “Termination”) with Duffy Hartwell, LLC (the “Landlord”) which terminated the lease, dated as of November 4, 1996, by and between the Company and the Landlord, pursuant to which the Company leased 34,250 square feet of the building located at 45 Hartwell Avenue, Lexington, MA 02421 (as amended, the “Lease”). The Lease was initially scheduled to expire on November 30, 2016. Pursuant to the Termination, the Lease was terminated early, effective as of the date the Company vacated the premises and the Landlord received the final termination payment of approximately $213,000, both of which occurred prior to May 1, 2016 (the “Termination Date”). Following the Termination Date, the Company has no further rent obligations to the Landlord pursuant to the Lease. |
Summary of Significant Accoun18
| Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
| Mar. 31, 2016 | |
| Summary of Significant Accounting Policies | |
| Principles of Consolidation | Principles of Consolidation The condensed 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. generally accepted accounting principles (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 three months ended March 31, 2016 and 2015, 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 three months ended March 31, 2016 and 2015, 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 March 31, 2016, 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 three months ended March 31, 2016 and 2015, the Company did not have any transfers of financials assets between Levels 1 and 2. As of March 31, 2016, 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. |
| 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 three months ended March 31, 2016 and 2015. 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 three months ended March 31, 2016 and 2015, 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: March 31, 2016 2015 Common stock options Unvested restricted common stock Unvested restricted stock units — |
| 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 June 2014, the FASB issued ASU No. 2014-12, — Compensation—Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. ASU No. 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The amendments in this update apply prospectively to all share-based payment awards that are granted or modified on or after the effective date, or retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the consolidated financial statements, and to all new or modified awards thereafter. ASU No. 2014-12 is effective for annual periods and interim periods within those annual periods, beginning after December 15, 2015. The Company adopted ASU No. 2014-12 effective January 1, 2016 and is applying this standard to account for restricted stock units granted to certain executive officers and non-executive employees (See Note 6). 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. If this standard had been adopted as of March 31, 2016, the Company believes that it would have concluded there was not substantial doubt about its ability to continue as a going concern. However, the Company faces risks and uncertainties, as further described in Note 1, Nature of Business¸ that would have been considered in this analysis. The adoption of this guidance may have an effect on the Company’s disclosures in future periods. |
Summary of Significant Accoun19
| Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
| Mar. 31, 2016 | |
| 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 | March 31, 2016 2015 Common stock options Unvested restricted common stock Unvested restricted stock units — |
Cash, Cash Equivalents and Ma20
| Cash, Cash Equivalents and Marketable Securities (Tables) | 3 Months Ended |
| Mar. 31, 2016 | |
| Cash, Cash Equivalents and Marketable Securities | |
| Summary of cash, cash equivalents and available-for-sale marketable securities | A summary of cash, cash equivalents and available-for-sale marketable securities held by the Company as of March 31, 2016 and December 31, 2015 was as follows in thousands (see Note 2): March 31, 2016 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, 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 $ $ $ ) $ |
Property and Equipment (Tables)
| Property and Equipment (Tables) | 3 Months Ended |
| Mar. 31, 2016 | |
| Property and Equipment | |
| Schedule of property and equipment | Property and equipment as of March 31, 2016 and December 31, 2015 consisted of the following (in thousands): March 31, 2016 December 31, 2015 (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) | 3 Months Ended |
| Mar. 31, 2016 | |
| Stock-Based Compensation | |
| Summary of stock option activity | Shares Weighted average exercise price Outstanding at January 1, 2016 $ Options granted — — Options exercised — — Options cancelled ) Outstanding at March 31, 2016 $ Exercisable at March 31, 2016 $ |
| Summary of unvested restricted share activity | Shares Weighted average grant date fair value Outstanding at January 1, 2016 $ Vested ) Granted Forfeited — — Outstanding at March 31, 2016 $ |
| Schedule of weighted average assumptions used to estimate fair value of each employee stock option award | Three Months Ended March 31, 2016 2015 Risk-free interest rate — % Expected life in years — Volatility — % Expected dividend yield — — |
| Schedule of stock-based compensation expense | Stock-based compensation expense during the three months ended March 31, 2016 and 2015 was as follows (in thousands): Three Months Ended March 31, 2016 2015 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 March 31, 2016 was as follows (dollars in thousands): Unrecognized stock compensation expense Weighted average remaining period (in years) Employee stock options $ Restricted stock Restricted stock units Total $ |
Other Accrued Liabilities (Tabl
| Other Accrued Liabilities (Tables) | 3 Months Ended |
| Mar. 31, 2016 | |
| Other Accrued Liabilities | |
| Schedule of other accrued liabilities | Other accrued liabilities as of March 31, 2016 and December 31, 2015 consisted of the following (in thousands): March 31, 2016 December 31, 2015 Compensation and benefits $ $ Professional fees Other $ $ |
Nature of Business (Details)
| Nature of Business (Details) $ in Millions | 1 Months Ended | ||
| Feb. 29, 2016item | Nov. 30, 2015item | Mar. 31, 2016USD ($) | |
| Restructuring Information | |||
| Cash, cash equivalents and marketable securities | $ | $ 52 | ||
| 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 Accoun25
| Summary of Significant Accounting Policies - Basic and Diluted Loss Per Common Share (Details) - shares | 3 Months Ended | |
| Mar. 31, 2016 | Mar. 31, 2015 | |
| 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) | 7,335,500 | 10,123,204 |
| Restricted common 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) | 409,786 | 734,758 |
| Restricted stock units (RSU's) | ||
| 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) | 5,000,000 | |
Cash, Cash Equivalents and Ma26
| Cash, Cash Equivalents and Marketable Securities (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
| Mar. 31, 2016 | Dec. 31, 2015 | |
| Cash, Cash Equivalents and Marketable Securities | ||
| Total cash, cash equivalents and marketable securities | $ 52,000 | |
| Cash, cash equivalents and marketable securities, unrealized gains | 4 | $ 5 |
| Cash, cash equivalents and marketable securities, unrealized losses | (1) | |
| Cost | ||
| Cash, Cash Equivalents and Marketable Securities | ||
| Cash and cash equivalents | 42,815 | 34,966 |
| Total cash, cash equivalents and marketable securities | 52,038 | 66,570 |
| Fair value | ||
| Cash, Cash Equivalents and Marketable Securities | ||
| Cash and cash equivalents | 42,815 | 34,966 |
| Total cash, cash equivalents and marketable securities | 52,042 | 66,574 |
| Corporate debt securities due within 1 year of date of purchase | ||
| Cash, Cash Equivalents and Marketable Securities | ||
| Marketable securities, Unrealized gains | 4 | 5 |
| Marketable securities, Unrealized losses | (1) | |
| Corporate debt securities due within 1 year of date of purchase | Cost | ||
| Cash, Cash Equivalents and Marketable Securities | ||
| Marketable securities | 9,223 | 31,604 |
| Corporate debt securities due within 1 year of date of purchase | Fair value | Level 2 | ||
| Cash, Cash Equivalents and Marketable Securities | ||
| Marketable securities | 9,227 | 31,608 |
| Cash and money market funds | Cost | ||
| Cash, Cash Equivalents and Marketable Securities | ||
| Cash and cash equivalents | 25,986 | 27,473 |
| Cash and money market funds | Fair value | Level 1 | ||
| Cash, Cash Equivalents and Marketable Securities | ||
| Cash and cash equivalents | 25,986 | 27,473 |
| Corporate debt securities due within 3 months of date of purchase | Cost | ||
| Cash, Cash Equivalents and Marketable Securities | ||
| Cash and cash equivalents | 16,829 | 7,493 |
| 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 | $ 16,829 | $ 7,493 |
| 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 ($) $ in Thousands | 3 Months Ended | ||
| Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
| Property and Equipment | |||
| Property and equipment, gross | $ 21,434 | $ 21,565 | |
| Less accumulated depreciation and amortization | (21,060) | (21,145) | |
| Property and equipment, net | 374 | 420 | |
| Depreciation and amortization | 46 | $ 169 | |
| Laboratory equipment | |||
| Property and Equipment | |||
| Property and equipment, gross | 12,217 | 12,217 | |
| Leasehold improvements | |||
| Property and Equipment | |||
| Property and equipment, gross | 5,030 | 5,030 | |
| Computers and software | |||
| Property and Equipment | |||
| Property and equipment, gross | 3,005 | 3,136 | |
| Furniture and fixtures | |||
| Property and Equipment | |||
| Property and equipment, gross | $ 1,182 | $ 1,182 | |
Stockholders' Equity (Details)
| Stockholders' Equity (Details) $ in Millions | 1 Months Ended | 3 Months Ended |
| Oct. 31, 2015USD ($)shares | Mar. 31, 2016Vote | |
| Stockholders' Equity | ||
| Number of votes per share that common stockholders are entitled to receive | Vote | 1 | |
| Cowen & Co. LLC | At-The-Market Issuance Sales Agreement | ||
| Stockholders' Equity | ||
| Maximum aggregate offering price | $ | $ 100 | |
| Number of shares sold by the entity | shares | 0 | |
| Notice period of termination of sales agreement | 10 days | |
| Cowen & Co. LLC | Maximum | At-The-Market Issuance Sales Agreement | ||
| Stockholders' Equity | ||
| Percentage of gross proceeds payable as commission | 3.00% |
Stock-Based Compensation - Stoc
| Stock-Based Compensation - Stock Option and Restricted Share Activity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||
| Dec. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Sep. 30, 2016 | Jun. 30, 2015 | |
| Additional disclosures | |||||
| Net cash amount | $ 52,000,000 | ||||
| Minimum | Subsequent event | Forecast | Madrigal Pharmaceuticals, Inc | |||||
| Additional disclosures | |||||
| Net cash amount | $ 28,500,000 | ||||
| Common stock options | |||||
| Stock-based compensation expense | |||||
| Shares available for future issuance | 10,636,423 | ||||
| Shares | |||||
| Outstanding at the beginning of the period (in shares) | 10,127,257 | ||||
| Options cancelled (in shares) | (2,791,757) | ||||
| Outstanding at the end of the period (in shares) | 10,127,257 | 7,335,500 | |||
| Exercisable at the end of the period (in shares) | 3,895,204 | ||||
| Weighted average exercise price per share | |||||
| Outstanding at the beginning of the period (in dollars per share) | $ 4.56 | ||||
| Options cancelled (in dollars per share) | 5.85 | ||||
| Outstanding at the end of the period (in dollars per share) | $ 4.56 | 4.07 | |||
| Exercisable at the end of the period (in dollars per share) | $ 5.68 | ||||
| Additional disclosures | |||||
| Total cash received from stock option exercises | $ 0 | $ 0 | |||
| Weighted-average grant date fair value of options (in dollars per share) | $ 0 | $ 1.92 | |||
| Weighted average assumptions used to estimate fair value of each employee stock option award | |||||
| Risk-free interest rate (as a percent) | 1.77% | ||||
| Expected life in years | 6 years 3 months | ||||
| Volatility (as a percent) | 101.00% | ||||
| Common stock options | Maximum | |||||
| Stock-based compensation expense | |||||
| Expiration period | 10 years | ||||
| Vesting period | 4 years | ||||
| Restricted common stock | |||||
| Additional disclosures | |||||
| Total fair value of restricted stock vested during the period | $ 8,000 | $ 19,000 | |||
| Shares | |||||
| Outstanding at the beginning of the period (in shares) | 426,706 | ||||
| Vested (in shares) | (34,777) | ||||
| Granted (in shares) | 17,857 | ||||
| Outstanding at the end of the period (in shares) | 426,706 | 409,786 | |||
| Weighted average grant date fair value per share | |||||
| Outstanding at the beginning of the period (in dollars per share) | $ 2.61 | ||||
| Vested (in dollars per share) | 1.73 | ||||
| Granted (in dollars per share) | 0.35 | ||||
| Outstanding at the end of the period (in dollars per share) | $ 2.61 | $ 2.59 | |||
| Restricted stock units (RSU's) | Executive officers and non-executive employees | |||||
| Shares | |||||
| Granted (in shares) | 5,000,000 | ||||
| 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 | 3 Months Ended | |
| Mar. 31, 2016 | Mar. 31, 2015 | |
| Stock-based compensation expense | ||
| Stock-based compensation expense | $ 448 | $ 1,710 |
| Research and development | ||
| Stock-based compensation expense | ||
| Stock-based compensation expense | (47) | 981 |
| General and administrative | ||
| Stock-based compensation expense | ||
| Stock-based compensation expense | 495 | 729 |
| Common stock options | ||
| Stock-based compensation expense | ||
| Stock-based compensation expense | 326 | 1,508 |
| Restricted common stock | ||
| Stock-based compensation expense | ||
| Stock-based compensation expense | $ 122 | $ 202 |
Stock-Based Compensation - Unre
| Stock-Based Compensation - Unrecognized Expense (Details) $ in Thousands | 3 Months Ended |
| Mar. 31, 2016USD ($) | |
| Unrecognized stock-based compensation expense | |
| Unrecognized stock compensation expense | $ 6,813 |
| Weighted average remaining period | 2 years 3 months 15 days |
| Employee stock options | |
| Unrecognized stock-based compensation expense | |
| Unrecognized stock compensation expense | $ 4,386 |
| Weighted average remaining period | 2 years 11 months 16 days |
| Restricted common stock | |
| Unrecognized stock-based compensation expense | |
| Unrecognized stock compensation expense | $ 777 |
| Weighted average remaining period | 1 year 9 months 4 days |
| Restricted stock units (RSU's) | |
| Unrecognized stock-based compensation expense | |
| Unrecognized stock compensation expense | $ 1,650 |
| Weighted average remaining period | 9 months |
Other Accrued Liabilities (Deta
| Other Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
| Other Accrued Liabilities | ||
| Compensation and benefits | $ 1,349 | $ 3,072 |
| Professional fees | 556 | 867 |
| Other | 921 | 1,037 |
| Other accrued liabilities | $ 2,826 | $ 4,976 |
Co-Development and License Ag33
| 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 | 3 Months Ended | ||
| Mar. 31, 2013USD ($) | Dec. 31, 2012USD ($)payment | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | |
| GECC Term Loan | ||||
| Term Loans | ||||
| Proceeds from term loans | $ 12,900,000 | |||
| Principal balance | $ 22,500,000 | |||
| Annual interest rate on term loan (as a percent) | 9.75% | |||
| Remaining principal payments scheduled to be paid in 2016 | $ 2,300,000 | |||
| Exit fee to be paid | 788,000 | |||
| Interest expense recognized | 110,000 | $ 363,000 | ||
| Transaction and exit fees and expenses recognized in interest expense | 36,000 | 73,000 | ||
| GECC Term Loan | Maximum | ||||
| Term Loans | ||||
| Amount of equipment financing allowed under covenants without any restriction | $ 4,000,000 | |||
| Oxford Term Loan | ||||
| Term Loans | ||||
| Annual interest rate on term loan (as a percent) | 13.35% | |||
| Remaining principal payments scheduled to be paid in 2016 | $ 49,000 | |||
| Interest expense recognized | 2,000 | $ 10,000 | ||
| Number of equal monthly payments of principal plus accrued interest | payment | 36 | |||
| 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 20135
| Restructurings - November 2015 and February 2016 (Details) $ in Millions | 1 Months Ended | 3 Months Ended | ||
| Feb. 29, 2016USD ($)item | Nov. 30, 2015USD ($)item | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
| 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 | $ 1.2 | $ 1.3 | |
| Accrued restructuring charges | $ | 0.1 | |||
| 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 | |||
| Restructuring charges paid | $ | $ 1.5 | 0.6 | ||
| Accrued restructuring charges | $ | $ 0.9 | |||
Subsequent Events (Details)
| Subsequent Events (Details) shares in Millions | Apr. 13, 2016shares | Sep. 30, 2016USD ($) | Apr. 19, 2016USD ($)ft² | Mar. 31, 2016USD ($) |
| Merger Agreement | ||||
| Net cash amount | $ 52,000,000 | |||
| Subsequent event | Duffy Hartwell, LLC | Termination agreement | Building | ||||
| Facility Lease Termination | ||||
| Square footage leased in building | ft² | 34,250 | |||
| Lease termination payment | $ 213,000 | |||
| Subsequent event | Madrigal Pharmaceuticals, Inc | ||||
| Merger Agreement | ||||
| Number of shares issued for acquisition | shares | 253.9 | |||
| Subsequent event | Forecast | Madrigal Pharmaceuticals, Inc | ||||
| Merger Agreement | ||||
| Synta's existing shareholders ownership in combined company (as a percent) | 36.00% | |||
| Madrigal's existing shareholders ownership in combined company (as a percent) | 64.00% | |||
| Subsequent event | Forecast | Madrigal Pharmaceuticals, Inc | Minimum | ||||
| Merger Agreement | ||||
| Net cash amount | $ 28,500,000 |