Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 29, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | THLD | ||
Entity Registrant Name | THRESHOLD PHARMACEUTICALS INC | ||
Entity Central Index Key | 1,183,765 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 265,715,123 | ||
Entity Common Stock, Shares Outstanding | 71,511,425 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 9,589 | $ 8,391 |
Marketable securities, current | 39,091 | 50,209 |
Collaboration receivable | 1,891 | 7,248 |
Prepaid expenses and other current assets | 2,599 | 832 |
Total current assets | 53,170 | 66,680 |
Property and equipment, net | 333 | 557 |
Other assets | 166 | 1,159 |
Total assets | 53,669 | 68,396 |
Current liabilities: | ||
Accounts payable | 725 | 2,074 |
Accrued clinical and development expenses | 6,834 | 5,998 |
Accrued liabilities | 3,269 | 3,180 |
Deferred revenue, current | 14,722 | |
Total current liabilities | 10,828 | 25,974 |
Warrant liability | 1,864 | 3,961 |
Deferred revenue, non-current | 62,194 | |
Deferred rent | 131 | 243 |
Total liabilities | $ 12,823 | $ 92,372 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity (deficit): | ||
Preferred stock, $0.001 par value, 2,000,000 shares authorized; no shares issued and outstanding | ||
Common stock, $0.001 par value: Authorized: 150,000,000 shares at December 31, 2015 and 2014; Issued and outstanding: 71,462,059 and 62,898,233 shares at December 31, 2015 and 2014, respectively. | $ 71 | $ 63 |
Additional paid-in capital | 370,236 | 349,236 |
Accumulated other comprehensive loss | (21) | (13) |
Accumulated deficit | (329,440) | (373,262) |
Total stockholders’ equity (deficit) | 40,846 | (23,976) |
Total liabilities and stockholders’ equity (deficit) | $ 53,669 | $ 68,396 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 71,462,059 | 62,898,233 |
Common stock, shares outstanding | 71,462,059 | 62,898,233 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | |||
Revenue | $ 76,915,000 | $ 14,722,000 | $ 12,495,000 |
Operating expenses: | |||
Research and development | 40,271,000 | 35,832,000 | 29,334,000 |
General and administrative | 9,716,000 | 10,141,000 | 9,185,000 |
Total operating expenses | 49,987,000 | 45,973,000 | 38,519,000 |
Income (loss) from operations | 26,928,000 | (31,251,000) | (26,024,000) |
Interest income (expense), net | 125,000 | 121,000 | 136,000 |
Other income (expense), net | 16,769,000 | 9,344,000 | (2,325,000) |
Income (loss) before provision for income taxes | 43,822,000 | (21,786,000) | (28,213,000) |
Provision (benefit) for income taxes | 0 | (202,000) | 202,000 |
Net income (loss) | 43,822,000 | (21,584,000) | (28,415,000) |
Other comprehensive income (loss): | |||
Unrealized gain (loss) on available for sale securities | (8,000) | (41,000) | 17,000 |
Comprehensive income (loss) | $ 43,814,000 | $ (21,625,000) | $ (28,398,000) |
Net income (loss) per common share: | |||
Basic | $ 0.62 | $ (0.36) | $ (0.49) |
Diluted | $ 0.54 | $ (0.49) | $ (0.49) |
Weighted average number of shares used in per common share calculations: | |||
Basic | 70,242 | 60,335 | 57,832 |
Diluted | 73,483 | 63,386 | 57,832 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Balances, value at Dec. 31, 2012 | $ (13,853) | $ 56 | $ 309,343 | $ 11 | $ (323,263) |
Balances, shares at Dec. 31, 2012 | 56,431,207 | ||||
Exercise of warrants to purchase common stock, value | 1,882 | $ 3 | 1,879 | ||
Exercise of warrants to purchase common stock, shares | 2,488,518 | ||||
Issuance of common stock pursuant to stock plans, value | 510 | 510 | |||
Issuance of common stock pursuant to stock plans, shares | 312,886 | ||||
Stock-based compensation | 4,922 | 4,922 | |||
Reclassification of fair value of warrants exercised from liability to equity | 11,462 | 11,462 | |||
Change in unrealized gain (loss) on marketable securities | 17 | 17 | |||
Net income (loss) | (28,415) | (28,415) | |||
Balances, value at Dec. 31, 2013 | (23,475) | $ 59 | 328,116 | 28 | (351,678) |
Balances, shares at Dec. 31, 2013 | 59,232,611 | ||||
Exercise of warrants to purchase common stock, value | 4,834 | $ 3 | 4,831 | ||
Exercise of warrants to purchase common stock, shares | 3,437,348 | ||||
Issuance of common stock pursuant to stock plans, value | 686 | $ 1 | 685 | ||
Issuance of common stock pursuant to stock plans, shares | 228,274 | ||||
Stock-based compensation | 5,488 | 5,488 | |||
Reclassification of fair value of warrants exercised from liability to equity | 10,116 | 10,116 | |||
Change in unrealized gain (loss) on marketable securities | (41) | (41) | |||
Net income (loss) | (21,584) | (21,584) | |||
Balances, value at Dec. 31, 2014 | $ (23,976) | $ 63 | 349,236 | (13) | (373,262) |
Balances, shares at Dec. 31, 2014 | 62,898,233 | 62,898,233 | |||
Issuance of common stock to certain investors, net of issuance costs of $1.9 million, value | $ 13,453 | $ 8 | 13,445 | ||
Issuance of common stock to certain investors, net of issuance costs of $1.9 million, shares | 8,300,000 | ||||
Exercise of warrants to purchase common stock, value | 25 | 25 | |||
Exercise of warrants to purchase common stock, shares | 10,000 | ||||
Issuance of common stock pursuant to stock plans, value | 712 | 712 | |||
Issuance of common stock pursuant to stock plans, shares | 99,759 | ||||
Stock-based compensation | 6,801 | 6,801 | |||
Stock-based compensation, shares | 154,067 | ||||
Reclassification of fair value of warrants exercised from liability to equity | 17 | 17 | |||
Change in unrealized gain (loss) on marketable securities | (8) | (8) | |||
Net income (loss) | 43,822 | 43,822 | |||
Balances, value at Dec. 31, 2015 | $ 40,846 | $ 71 | $ 370,236 | $ (21) | $ (329,440) |
Balances, shares at Dec. 31, 2015 | 71,462,059 | 71,462,059 |
Consolidated Statements of Sto6
Consolidated Statements of Stockholders' Equity (Deficit) (Parenthetical) $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Statement Of Stockholders Equity [Abstract] | |
Issuance of common stock, issuance cost | $ 1.9 |
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 income (loss) | $ 43,822 | $ (21,584) | $ (28,415) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 1,002 | 1,309 | 1,506 |
Stock-based compensation expense | 6,801 | 5,488 | 4,922 |
Change in common stock warrant value | (16,773) | (9,344) | 2,325 |
(Gain) loss on sale of investments, property and equipment | 14 | (3) | (5) |
Changes in operating assets and liabilities: | |||
Collaboration receivable | 5,357 | 10,846 | (2,459) |
Prepaid expenses and other current assets | (774) | 1,314 | (1,079) |
Accounts payable | (1,349) | 385 | 781 |
Accrued clinical and development expenses | 836 | (1,446) | 1,694 |
Accrued liabilities | 89 | 19 | 904 |
Deferred rent | (112) | 3 | (28) |
Deferred revenue | (76,916) | (14,722) | 30,005 |
Net cash provided by (used in) operating activities | (38,003) | (27,735) | 10,151 |
Cash flows from investing activities: | |||
Acquisition of property and equipment | (109) | (224) | (158) |
Acquisition of marketable securities | (56,793) | (44,911) | (101,968) |
Proceeds from sales of marketable securities | 1,997 | 14,584 | 5,338 |
Proceeds from maturities of marketable securities | 65,223 | 53,878 | 80,495 |
Net cash provided by (used in) investing activities | 10,318 | 23,327 | (16,293) |
Cash flows from financing activities: | |||
Proceeds from issuance of common stock and warrants, net of offering expenses | 28,883 | 5,520 | 2,392 |
Net cash provided by financing activities | 28,883 | 5,520 | 2,392 |
Net increase (decrease) in cash and cash equivalents | 1,198 | 1,112 | (3,750) |
Cash and cash equivalents, beginning of period | 8,391 | 7,279 | 11,029 |
Cash and cash equivalents, end of period | $ 9,589 | $ 8,391 | $ 7,279 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Operations and Basis of Presentation Threshold Pharmaceuticals, Inc. (the “Company” or “Threshold”) was incorporated in the State of Delaware on October 17, 2001. The Company is a biotechnology company using its expertise in the tumor microenvironment to discover and develop therapeutic agents that selectively target tumor cells for the treatment of patients living with cancer. In June 2005, the Company formed a wholly-owned subsidiary, THLD Enterprises (UK), Limited in the United Kingdom in connection with conducting clinical trials in Europe. As of December 31, 2015, there has been no financial activity related to this entity. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include the accounts of the Company and its wholly owned subsidiary, and reflect the elimination of intercompany accounts and transactions. Revenue Recognition The Company recognizes revenue in accordance with ASC 605 “Revenue Recognition”, subtopic ASC 605-25 “Revenue with Multiple Element Arrangements” and subtopic ASC 605-28 “Revenue Recognition-Milestone Method”, which provides accounting guidance for revenue recognition for arrangements with multiple deliverables and guidance on defining the milestone and determining when the use of the milestone method of revenue recognition for research and development transactions is appropriate, respectively. The Company’s revenues were related to its former collaboration arrangement with Merck KGaA, which was entered in February 2012. The collaboration with Merck KGaA provided for various types of payments to the Company, including non-refundable upfront license, milestone and royalty payments. The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable, and collectability is reasonably assured. The Company also received reimbursement for Merck KGaA’s 70% share for eligible worldwide development expenses for evofosfamide (formerly TH-302). Such reimbursement was reflected as a reduction of operating expenses. In March 2016, the Company and Merck KGaA agreed to terminate the collaboration and all rights evofosfamide were returned to the Company. For multiple-element arrangements, each deliverable within a multiple deliverable revenue arrangement is accounted for as a separate unit of accounting if both of the following criteria are met: (1) the delivered item or items have value to the customer on a standalone basis and (2) for an arrangement that includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in the Company’s control. The deliverables under the Merck KGaA agreement were determined to be a single unit of accounting and as such the revenue relating to this unit of accounting was recorded as deferred revenue and recognized ratably over the term of its estimated performance period under the agreement, which was the product development period. The Company determines the estimated performance period and it was periodically reviewed based on the progress of the related product development plan. The effect of a change made to an estimated performance period and therefore revenue recognized ratably would occur on a prospective basis in the period that the change was made. Deferred revenue associated with a non-refundable payment received under a collaborative agreement for which the developmental performance obligations are terminated will result in an immediate recognition of any remaining deferred revenue in the period that termination occurred provided that all performance obligations have been satisfied. The Company recognizes revenue from milestone payments when: (i) the milestone event is substantive and its achievability has substantive uncertainty at the inception of the agreement, and (ii) the Company does not have ongoing performance obligations related to the achievement of the milestone earned. Milestone payments are considered substantive if all of the following conditions are met: the milestone payment (a) is commensurate with either the Company’s performance subsequent to the inception of the arrangement to achieve the milestone or the enhancement of the value of the delivered item or items as a result of a specific outcome resulting from the Company’s performance subsequent to the inception of the arrangement to achieve the milestone, (b) relates solely to past performance, and (c) is reasonable relative to all of the deliverables and payment terms (including other potential milestone consideration) within the arrangement. See Note 3, “Collaboration Arrangements,” for analysis of milestone events deemed to be substantive or non-substantive. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates, assumptions and judgments made by management include those related to the valuation of equity and related instruments, revenue recognition, stock-based compensation and clinical trial accrued liabilities. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less on the date of purchase, to be cash equivalents. All cash and cash equivalents are held in the United States of America in financial institutions or money market funds, which are unrestricted as to withdrawal or use. Marketable Securities The Company classifies its marketable securities as “available-for-sale.” Such marketable securities are recorded at fair value and unrealized gains and losses are recorded as a separate component of stockholders’ equity (deficit) until realized. Realized gains and losses on sale of all such securities are reported in net loss, computed using the specific identification cost method. The Company places its marketable securities primarily in U.S. government securities, money market funds, corporate debt securities, commercial paper and certificates of deposit. The Company’s investments are subject to a periodic impairment review. The Company recognizes an impairment charge when a decline in the fair value of its investments below the cost basis is judged to be other-than-temporary. The Company considers various factors in determining whether to recognize an impairment charge, including the length of time and extent to which the fair value has been less than the Company’s cost basis, the financial condition and near-term prospects of the investee, and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in the market value. Fair Value of Financial Instruments The carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, accounts payable and accrued liabilities approximate fair value due to their relatively short maturities. Estimated fair values for marketable securities, which are separately disclosed in Note 4, “Fair Value Measurements and Marketable Securities,” are based on quoted market prices for the same or similar instruments. The counterparties to the agreements relating to the Company’s investment securities consist of the US Treasury, various major corporations, governmental agencies and financial institutions with high credit standing. Fair Value of Warrants ASC 815 “Derivatives and Hedging” provides guidance that clarifies the determination of whether an instrument (or an embedded feature) is indexed to an entity’s own stock, which would qualify for classification as a liability. The guidance requires common stock warrants with certain terms be classified as a liability and to be fair valued at each reporting period, with the changes in fair value recognized in the Company’s consolidated statements of operations. We fair value the outstanding common stock warrants using a Black Scholes valuation model at the end of each reporting period. The carrying amount of the common stock warrant liability represents its estimated fair value. Concentration of Credit Risk Financial instruments which potentially subject the Company to concentrations of risk consist principally of cash, cash equivalents and marketable securities. The Company invests in a variety of financial instruments, such as, but not limited to, certificates of deposit, corporate and municipal bonds, United States Treasury and agency securities. The Company is exposed to credit risk in the event of default by the financial institutions for amounts in excess of Federal Deposit Insurance Corporation insured limits. The Company performs periodic evaluations of the relative credit standings of these financial institutions, and by policy, limits the amount of credit exposure with any one financial institution or commercial issuer. Other Risks and Uncertainties The Company has not generated and does not expect to generate revenue from sales of our product candidates in the near term. The Company also currently has no ongoing collaborations for the development and commercialization of its product candidates and no source of revenue. 70% of worldwide development costs for evofosfamide that were previously borne by Merck KGaA. The Company believes that its cash, cash equivalents and marketable securities will be sufficient to fund its projected operating requirements for at least the next 12 months based upon current operating plans and spending assumptions. However the Company will need to raise additional capital to advance the clinical development of its product candidates, whether through new collaborative or partnering arrangements or otherwise, and to in-license or otherwise acquire and develop additional product candidates or programs. In particular, the Company’s ability to advance the clinical development of its lead product candidate, evofosfamide, is dependent upon its ability to enter into new collaborative or partnering arrangements for evofosfamide, or to otherwise obtain sufficient additional funding for such development, particularly since the Company is no longer eligible to receive any further milestone payments or other funding from Merck KGaA, including the 70% of worldwide development costs for evofosfamide that were previously borne by Merck KGaA. While the Company has been able to fund its operations to date, the Company currently has no ongoing collaborations for the development and commercialization of its product candidates and no source of revenue, nor does the Company expect to generate revenue for the foreseeable future. The Company also does not have any commitments for future external funding. through a variety of sources, including: · the public equity market; · private equity financing; · collaborative arrangements; · licensing arrangements; and/or · public or private debt. The Company’s ability to raise additional funds and the terms upon which it is able to raise such funds have been severely harmed by the negative results reported from the Company’s two pivotal Phase 3 clinical trials of , and may in the future be adversely impacted by the uncertainty regarding the prospects for future development of and the Company’s ability to advance the development of e and its other product candidate, realize any return on its investments in e and , if at all. The Company’s ability to raise additional funds and the terms upon which it is able to raise such funds may also be adversely affected by the uncertainties regarding its financial condition, the sufficiency of its capital resources, the Company’s ability to maintain the listing of its common stock on The NASDAQ Capital Market and recent and potential future management turnover. As a result of these and other factors, the Company To the extent the Company raises additional funds by issuing equity securities, its stockholders may experience significant dilution, particularly given the Company’s currently depressed stock price, and debt financing, if available, may involve restrictive covenants. the Company the Company result in the Company’s stockholders having little or no continuing interest in the Company’s or programs as stockholders or otherwise, or which could the Company the Company’s the Company If the Company is the Company the Company the Company’s the Company the Company is the Company’s The Company’s lead product candidate, evofosfamide, has not received any regulatory approvals. To achieve profitable operations, the Company must successfully develop, test, manufacture and market its product candidates, including evofosfamide. With respect to evofosfamide, the Company’s ability to advance the clinical development of evofosfamide is dependent upon its ability to enter into new collaborative or partnering arrangements for evofosfamide, or to otherwise obtain sufficient additional funding for such development. In addition, the Company’s development of tarloxotinib is at an early stage and it is possible that tarloxotinib may not be found to be safe or effective in the Company’s ongoing Phase 2 proof-of-concept studies of tarloxotinib and the Company may otherwise fail to realize the anticipated benefits of its licensing of this product candidate. There can be no assurance that evofosfamide, tarloxotinib or any other of the Company’s potential future product candidates will be developed successfully or manufactured at an acceptable cost and with appropriate performance characteristics, or that such products will be successfully marketed. These factors could have a material adverse effect on the Company’s future financial results. Any products developed by the Company will require approval from the U.S. Food and Drug Administration (“FDA”) or foreign regulatory agencies prior to commercial sales. There can be no assurance that the Company’s products will receive the necessary approvals. If the Company is denied such approvals or such approvals are delayed, it could have a material adverse effect on the Company. Property and Equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the related assets, generally three years. Leasehold improvements are amortized using the straight-line method over the estimated useful life of the improvement, or the lease term, if shorter. Accordingly, leasehold improvements are being amortized over lease terms of approximately 4-6 years. Maintenance and repairs are charged to operations as incurred. Upon sale or retirement of assets, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations. The Company reviews its property, plant and equipment assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Comprehensive loss Comprehensive loss is comprised of the Company’s net loss and other comprehensive income (loss). Unrealized gain (loss) on available-for-sale marketable securities represents the only component of other comprehensive income (loss). Research and Development expenses Research and development expenses consist of costs such as salaries and benefits, laboratory supplies, facility costs, consulting fees and fees paid to contract research organizations, clinical trial sites, laboratories, other clinical service providers and contract manufacturing organizations. Research and development expenses are expensed as incurred. Clinical Trial Accruals The Company’s preclinical and clinical trials are performed by third party contract research organizations (CROs) and/or clinical investigators, and clinical supplies are manufactured by contract manufacturing organizations (CMOs). Invoicing from these third parties may be monthly based upon services performed or based upon milestones achieved. The Company accrues these expenses based upon its assessment of the status of each clinical trial and the work completed, and upon information obtained from the CROs and CMOs. The Company’s estimates are dependent upon the timeliness and accuracy of data provided by the CROs and CMOs regarding the status and cost of the studies, and may not match the actual services performed by the organizations. This could result in adjustments to the Company’s research and development expenses in future periods. To date the Company has had no significant adjustments. Bonus Accruals The Company has bonus programs for eligible employees. Bonuses are determined based on various criteria, including the achievement of corporate, departmental and individual goals. Bonus accruals are estimated based on various factors, including target bonus percentages per level of employee and probability of achieving the goals upon which bonuses are based. The Company’s management periodically reviews the progress made towards the goals under the bonus programs. As bonus accruals are dependent upon management’s judgments of the likelihood of achieving the various goals, it is possible for bonus expense to vary significantly in future periods if changes occur in those management estimates. Income Taxes The Company accounts for income taxes under the liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. Segments The Company has one reportable segment and uses one measurement of results of operations to manage its business. All long-lived assets are maintained in the United States of America. Stock-Based compensation The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation—Stock Compensation,” The Company accounts for equity instruments issued to non-employees in accordance with the provisions of ASC 718 and ASC 505, “Equity,” See Note 9 “Equity Incentive Plans and Stock Based Compensation” for further discussion. Restructuring Charges Restructuring charges are primarily comprised of severance costs, contract and program termination costs, asset impairments and costs of facility consolidation and closure. Restructuring charges are recorded upon approval of a formal management plan and are included in the operating results of the period in which such plan is approved and the expense becomes estimable. Recent Accounting Pronouncements Not Yet Adopted In May 2014, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update regarding revenue from customer contracts to transfer goods and services or non-financial assets unless the contracts are covered by other standards (for example, insurance or lease contracts). Under the new guidance, an entity should recognize revenue in connection with the transfer of promised goods or services to customers in an amount that reflects the consideration that the entity expects to be entitled to receive in exchange for those goods or services. In addition, the new standard requires that reporting companies disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The updates are effective for the Company beginning in the first quarter of the fiscal year 2018. In August 2015, the FASB deferred the effective date of the update by one year, with early adoption on the original effective date permitted. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements. In August 2014, the FASB issued an accounting standard update that 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 and to provide related footnote disclosures. It requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments: (1) provide a definition of the term substantial doubt; (2) require an evaluation every reporting period including interim periods; (3) provide principles for considering the mitigating effect of management’s plans; (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans; (5) require an express statement and other disclosures when substantial doubt is not alleviated; and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). This guidance will be effective for the Company beginning with its annual report for fiscal 2016 and interim periods thereafter. The Company is currently evaluating the impact the standard will have on its financial statements. In November 2015, the FASB issued an accounting standard update for the presentation of deferred income taxes. Under this new guidance, deferred tax liabilities and assets should be classified as noncurrent in a classified balance sheet. The update is effective for the Company beginning in the first quarter of fiscal year 2018 with early adoption permitted as of the beginning of an interim or annual reporting period. Additionally, this guidance may be applied either prospectively or retrospectively to all periods presented. The Company does not expect this standard to have a material impact on its consolidated financial statements. |
Net Income (Loss) Per Common Sh
Net Income (Loss) Per Common Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Common Share | NOTE 2—NET INCOME (LOSS) PER COMMON SHARE Basic net income (loss) per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per common share is computed by giving effect to all potential dilutive common shares, including outstanding options and warrants. Potential dilutive common shares also include the dilutive effect of the common stock underlying in-the-money stock options and warrants that were calculated based on the average share price for each period using the treasury stock method. Under the treasury stock method, the proceeds from the exercise of an option or warrant is assumed to be used to repurchase shares in the current period. In addition, the average amount of compensation cost for in-the-money options, if any, for future service that the Company has not yet recognized when the option is exercised, is also assumed to repurchase shares in the current period. A reconciliation of the numerator and denominator used in the calculation is as follows (in thousands, except per share amounts): Years Ended December 31, 2015 2014 2013 Numerator: Net income (loss) - basic $ 43,822 $ (21,584 ) $ (28,415 ) Less: noncash income from change in fair value of common stock warrants 3,906 9,344 — Net income (loss) - diluted 39,916 $ (30,928 ) $ (28,415 ) Denominator: Weighted-average number of common shares outstanding 70,242 60,335 57,832 Dilutive effect of equity incentive awards 1,873 — — Dilutive effect of warrants 1,368 3,051 — Weighted-average common shares outstanding and dilutive potential common share-diluted 73,483 63,386 57,832 Net income (loss) per share: Basic $ 0.62 $ (0.36 ) $ (0.49 ) Diluted $ 0.54 $ (0.49 ) $ (0.49 ) The following warrants, outstanding options and purchase rights under the Company’s 2004 Employee Stock Purchase Plan (“2004 Purchase Plan”) were excluded from the computation of diluted net income (loss) per common share for the periods presented because including them would have had an antidilutive effect (in thousands Years Ended December 31, 2015 2014 2013 Shares issuable upon exercise of warrants 8,300 — 8,282 Shares issuable upon exercise of stock options 6,750 8,169 6,527 Shares issuable related to the ESPP 34 67 64 |
Collaboration Arrangements
Collaboration Arrangements | 12 Months Ended |
Dec. 31, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Collaboration Arrangements | NOTE 3—COLLABORATION ARRANGEMENTS Agreement with Merck KGaA On February 3, 2012, the Company entered into a global license and co-development agreement, or License Agreement, with Merck KGaA, of Darmstadt, Germany, to co-develop and commercialize evofosfamide, the Company’s small molecule hypoxia-targeted drug. Under the terms of the License Agreement, Merck KGaA received co-development rights, exclusive global commercialization rights and provided the Company with an option to co-commercialize evofosfamide in the United States. To date the Company received $110 million in upfront and milestone payments. The milestones earned to date were not deemed to be substantive milestones because the work related to the achievement of these items was predominately completed prior to the inception of the arrangement or was not commensurate with Company’s performance subsequent to the inception of the arrangement to achieve the milestone. The Company’s deliverables under the License Agreement with Merck KGaA, which included delivery of the rights and license for evofosfamide and performance of research and development activities, were determined to be a single unit of accounting. The delivered license did not have standalone value at the inception of the arrangement due to the Company’s proprietary expertise with respect to the licensed compound and related ongoing developmental participation under the License Agreement, which was required for Merck KGaA to fully realize the value from the delivered license. Therefore, the revenue relating to this unit of accounting was recorded as deferred revenue and recognized over the estimated performance period under the License Agreement, which is the product development period. The Company recorded $42.5 million of milestones earned in 2013 and $67.5 million of upfront payment and milestones earned in 2012 as deferred revenue and was amortizing them ratably over its estimated period of performance, which the Company estimated to end on March 31, 2020 for the years ended December 31, 2014 and 2013. As a result, the Company recognized $14.7 million and $12.5 million of revenue in 2014 and 2013, respectively. The Company recognized $76.9 million of revenue in 2015 due to Merck KGaA’s decision to cease further joint development of evofosfamide in December 2015, which resulted in the immediate recognition of the remaining deferred revenue into revenue during the quarter ended December 31, 2015. Further, in March 2016, Merck KGaA exercised its right to terminate the License Agreement and all rights were returned to Threshold, as well as all rights to Merck technology developed under the License Agreement. Also as a result of the termination of the License Agreement the Company was no longer eligible to receive any further milestone payments from Merck KGaA. Merck KGaA also paid 70% of worldwide development expenses for evofosfamide and as result the Company earned a $11.6 million, $21.9 million and $16.5 million reimbursement for eligible worldwide development expenses for evofosfamide from Merck KGaA in 2015, 2014 and 2013, respectively. Such earned reimbursement has been reflected as a reduction of research and development expenses. With the decision to cease further joint development of evofosfamide and the termination of the License Agreement the Company is no longer eligible to receive payments from Merck KGaA for expenses related to further development of evofosfamide. |
Fair Value Measurements and Mar
Fair Value Measurements and Marketable Securities | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Marketable Securities | NOTE 4—FAIR VALUE MEASUREMENTS AND MARKETABLE SECURITIES The Company accounts for its marketable securities in accordance with ASC 820 “Fair Value Measurements and Disclosures.” Level 1 —Quoted prices in active markets for identical assets or liabilities. Level 2 —Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 —Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company utilizes the market approach to measure fair value for its financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. For Level 2 securities that have market prices from multiples sources, a “consensus price” or a weighted average price for each of these securities can be derived from a distribution-curve-based algorithm which includes market prices obtained from a variety of industrial standard data providers (e.g. Bloomberg), security master files from large financial institutions, and other third-party sources. Level 2 securities with short maturities and infrequent secondary market trades are typically priced using mathematical calculations adjusted for observable inputs when available. The following table sets forth the Company’s financial assets (cash equivalents and available-for-sale marketable securities) at fair value on a recurring basis as of December 31, 2015 and 2014: Fair Value as December 31, Basis of Fair Value Measurements (in thousands) 2015 Level 1 Level 2 Level 3 Money market funds $ 5,421 $ 5,421 $ — $ — Certificates of deposit 696 — 696 — Corporate debt securities 12,571 — 12,571 — Government securities 21,769 — 21,769 — Municipal securities 1,908 — 1,908 — Commercial paper 6,145 — 6,145 — Total cash equivalents and marketable securities $ 48,510 $ 5,421 $ 43,089 $ — Fair Value as December 31, Basis of Fair Value Measurements (in thousands) 2014 Level 1 Level 2 Level 3 Money market funds $ 3,369 $ 3,369 $ — $ — Certificates of deposit 2,505 — 2,505 — Corporate debt securities 28,081 — 28,081 — Government securities 19,123 — 19,123 — Commercial paper 5,499 — 5,499 — Total cash equivalents and marketable securities $ 58,577 $ 3,369 $ 55,208 $ — The Company invests in highly-liquid, investment-grade securities. The following is a summary of the Company’s available-for-sale securities at December 31, 2015 and 2014: As of December 31, 2015 (in thousands): Cost Basis Unrealized Gain Unrealized Loss Fair Value Money market funds $ 5,421 $ — $ — $ 5,421 Certificates of deposit 696 — — 696 Corporate debt securities 12,578 1 (8 ) 12,571 Municipal securities 1,908 — — 1,908 Government securities 21,783 — (14 ) 21,769 Commercial paper 6,145 — — 6,145 48,531 1 (22 ) 48,510 Less cash equivalents (9,419 ) — — (9,419 ) Total marketable securities $ 39,112 $ 1 $ (22 ) $ 39,091 As of December 31, 2014 (in thousands): Cost Basis Unrealized Gain Unrealized Loss Fair Value Money market funds $ 3,369 $ — $ — $ 3,369 Certificates of deposit 2,505 — — 2,505 Corporate debt securities 28,094 1 (14 ) 28,081 Government securities 19,123 3 (3 ) 19,123 Commercial paper 5,499 — — 5,499 58,590 4 (17 ) 58,577 Less cash equivalents (8,368 ) — — (8,368 ) Total marketable securities $ 50,222 $ 4 $ (17 ) $ 50,209 The Company recognized realized gains of $3,000 and $5,000 in 2014 and 2013, respectively. There were no realized losses in 2014 or 2013. There were no realized gains or losses in 2015. The Company realized no gains in 2014 and 2013 that were previously classified as unrealized gains and losses in accumulated other comprehensive income at December 31, 2014 or 2013, respectively. As of December 31, 2015, weighted average maturity for the Company’s available for sale securities was approximately 2.8 months, with the longest maturity being August 2016. The following table provides the breakdown of the marketable securities with unrealized losses at December 31, 2015 (in thousands): As of December 31, 2015 (in thousands): In loss position for less than twelve months Fair Value Unrealized Loss Government securities $ 16,730 $ (14 ) Corporate debt securities 10,260 (8 ) Total marketable securities $ 26,990 $ (22 ) The Company classifies financial instruments in Level 3 of the fair value hierarchy when there is reliance on at least one significant unobservable input to the valuation model. In addition to these unobservable inputs, the valuation models for Level 3 financial instruments typically also rely on a number of inputs that are readily observable either directly or indirectly. The only Level 3 financial instruments are warrants. The Company determined the fair value of the liability associated with its warrants to purchase 12.1 million shares of outstanding common stock using a Black-Scholes Model. See detailed discussion in Note 8—Stockholders’ Equity (Deficit). |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | NOTE 5—PROPERTY AND EQUIPMENT Property and equipment comprise the following (in thousands): December 31, 2015 2014 Computer and office equipment $ 532 $ 479 Laboratory equipment 1,894 1,838 Leasehold improvements 523 548 2,949 2,865 Less: Accumulated depreciation and amortization (2,616 ) (2,308 ) Total property and equipment, net $ 333 $ 557 Depreciation and amortization expense was $0.3 million, $0.4 million and $0.3 million for the years ended December 31, 2015, 2014 and 2013, respectively. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2015 | |
Payables And Accruals [Abstract] | |
Balance Sheet Components | NOTE 6—BALANCE SHEET COMPONENTS Accrued liabilities comprise the following (in thousands): December 31, 2015 2014 Payroll and employee related expenses $ 593 $ 2,808 Accrued severance benefits 2,280 — Professional services 163 331 Other accrued expenses 233 41 Total accrued liabilities $ 3,269 $ 3,180 In December 2015, the Company adopted a plan to reduce its operating expenses, following its decision to discontinue joint development of evofosfamide under its former collaboration with Merck KGaA. The plan included a reduction of approximately 40 full-time employees in both research and development and general and administrative areas of the Company. As a result of the staffing reduction, the Company incurred severance benefits of approximately $2.5 million during the quarter ended December 31, 2015, which included approximately $0.2 million of non-cash stock compensation expense related to the extension of post-termination exercise period for the outstanding vested stock options for the affected employees. The payout of the accrued severance benefits at December 31, 2015 was completed in the first quarter of 2016. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 7—COMMITMENTS AND CONTINGENCIES The Company leases certain of its facilities under noncancelable leases, which qualify for operating lease accounting treatment under ASC 840, “Leases,” The Company had a noncancelable facility sublease agreement for 31,104 square feet of laboratory space and office space located in South San Francisco, California, which serves as the Company’s corporate headquarters. The lease began on October 1, 2011 and will expire on April 30, 2017. The aggregate rent for the term of the lease is approximately $3.4 million. In addition, the lease requires the Company to pay certain taxes, assessments, fees and other costs associated with the premises, in amounts yet to be determined. The Company will also be responsible for the costs of certain tenant improvements associated with the leased space. In connection with the execution of the lease the Company paid a security deposit of approximately $60,000. In November 2013, the Company entered into a noncancelable facility lease agreement for 7,934 square feet of additional office space located in South San Francisco, California. The lease began on December 1, 2013 and would have expired on December 31, 2016. The aggregate rent for the original term of the lease was approximately $0.7 million. The Company terminated the lease for additional office space in June 2015. As of December 31, 2015, the future rental payments required by the Company for its facility under its noncancelable operating lease were as follows (in thousands): Years Ending December 31, 2016 $ 768 2017 260 Thereafter — Total $ 1,028 Rent expense for the years ended December 31, 2015, 2014 and 2013 was $0.7 million, $0.8 million and $0.6 million, respectively. The Company’s purchase commitments at December 31, 2015 were $0.9 million, which are primarily for the manufacture and testing of active pharmaceutical ingredient (API) or drug product for clinical testing. Indemnification The Company enters into indemnification provisions under its agreements with other companies in the ordinary course of business, including business partners, contractors and parties performing its clinical trials. Pursuant to these arrangements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party as a result of the Company’s activities. The duration of these indemnification agreements is generally perpetual. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, the Company believes the estimated fair value of these agreements is minimal. The Company maintains commercial general liability insurance and products liability insurance to offset certain of its potential liabilities under these indemnification provisions. Accordingly, the Company has not recognized any liabilities relating to these agreements as of December 31, 2015. The Company’s bylaws provide that it is required to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of a culpable nature, to the fullest extent permissible by applicable law; and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | NOTE 8—STOCKHOLDERS’ EQUITY (DEFICIT) Common Stock On August 1, 2014, the Company entered into an at market issuance sales agreement, or the MLV Sales Agreement, with MLV & Co. LLC, or MLV, which provided that, upon the terms and subject to the conditions and limitations set forth in the MLV Sales Agreement, the Company could elect to issue and sell shares of its common stock having an aggregate offering price of up to $30.0 million from time to time through MLV as the Company’s sales agent. The Company did not sell any common stock under the MLV Sales Agreement. On November 2, 2015, the Company entered into a sales agreement, with Cowen, or the Cowen Sales Agreement, which provides that, upon the terms and subject to the conditions and limitations set forth in the Cowen Sales Agreement, the Company may elect to issue and sell shares of its common stock having an aggregate offering price of up to $50.0 million from time to time through Cowen as the Company’s sales agent. In connection with the Company’s entry into the Cowen Sales Agreement, the Company terminated the MLV Sales Agreement. Sales of the Company’s common stock through Cowen, if any, will be made on The NASDAQ Capital Market 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 to sell the Company’s common stock from time to time, 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 common stock under the Cowen Sales Agreement. The Company will pay Cowen an aggregate commission rate of up to 3.0% of the gross proceeds of the sales price per share of any common stock sold under the Cowen Sales Agreement. Although the Cowen Sales Agreement remains in effect, the Cowen Sales Agreement is not currently a practical source of liquidity for the Company. In this regard, given the currently-depressed price of the Company’s common stock, the Company is significantly limited in its ability to sell shares of common stock through Cowen under the Cowen Sales Agreement since the issuance and sale of common stock under the Cowen Sales Agreement, if it occurs, would be effected under a registration statement on Form S-3 that the Company filed with the Securities and Exchange Commission, and in accordance with the rules governing those registration statements, the Company generally can only sell shares of its common stock under that registration statement in an amount not to exceed one-third of the Company’s public float, which limitation for all practical purposes precludes the Company’s ability to obtain any meaningful funding through the Cowen Sales Agreement at this time. Even if the Company’s stock price and public float substantially increases, the number of shares the Company would be able to sell under the Cowen Sales Agreement would be limited in practice based on the trading volume of the Company’s common stock. The Company had not sold any common stock under the Cowen Sales Agreement as of December 31, 2015. On February 18, 2015, the Company completed an underwritten public offering of 8.3 million shares of its common stock and accompanying warrants to purchase up to 8.3 million shares of common stock. Net proceeds from the sale of common stock and accompanying warrants, excluding the proceeds, if any, from the exercise of the warrants issued in the offering, were approximately $28.1 million after deducting the underwriting discount and offering expenses payable by the Company. The warrants issued in the February 2015 offering carried an initial exercise price of $10.86 per share and are exercisable through the date that is five years from the issuance date. On January 21, 2016 (“the Adjustment Date”), which was the 30th trading day following the date on which top-line efficacy data from the Company’s Phase 3 clinical trial of evofosfamide plus doxorubicin versus doxorubicin alone in patients with locally advanced unresectable or metastatic soft tissue sarcoma and Phase 3 MAESTRO clinical trial of evofosfamide in combination with gemcitabine in patients with previously untreated, locally advanced unresectable or metastatic pancreatic adenocarcinoma was publicly announced by the Company, the warrant exercise price was adjusted to $3.62. The adjusted exercise price was based on the average of the volume-weighted average price of the Company’s common stock for each of the 20 trading days immediately preceding January 21, 2016, subject to a ceiling of $10.86 and floor of $3.62. The adjusted exercise price of the warrants is also further subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Company’s common stock. The warrants must be exercised for cash, except that if the Company fails to maintain an effective registration statement covering the exercise of the warrants, the warrants may be exercised on a net, or cashless basis. In addition, subject to the satisfaction of certain conditions set forth in the warrants, at the Company’s option, the Company has the right to force the holders of the warrants to exercise their warrants in full if the volume-weighted average price of the Company’s common stock for any 20 consecutive trading-day period beginning after the 90th day following the Adjustment Date exceeds $18.00 per share. On March 16, 2011, the Company sold to certain investors an aggregate of 14,313,081 shares of its common stock for a purchase price equal to $2.05 per share and, for a purchase price of $0.05 per share, warrants exercisable for a total of 5,725,227 shares of its common stock for aggregate gross proceeds equal to $30.1 million in connection with the offering. Net proceeds generated from the offering were approximately $27.8 million which includes underwriter discounts and estimated offering costs. The warrants have a five-year term and an exercise price equal to $2.46 per share of common stock. The number of shares issuable upon exercise of the warrants and the exercise price are subject to adjustment for subdivisions and stock splits, stock dividends, combinations, reorganizations, reclassifications, consolidations, mergers or sales of properties and assets and upon the issuance of certain assets or securities to holders of the Company’s common stock, as applicable. On October 5, 2009, the Company sold to certain investors an aggregate of 18,324,599 shares of its common stock for a purchase price equal to $1.86 per share and, for a purchase price of $0.05 per share, warrants exercisable for a total of 7,329,819 shares of its common stock for aggregate gross proceeds equal to $35.0 million in connection with the offering. Net proceeds generated from the offering were $33.1 million. The warrants had a five-year term and an exercise price equal to $2.23 per share of common stock. The exercise price of the warrants was subject to adjustment in certain circumstances, including certain issuances of securities at a price equal to less than the then current exercise price. In addition, the number of shares issuable upon exercise of the warrants and the exercise price was subject to adjustment for subdivisions and stock splits, stock dividends, combinations, reorganizations, reclassifications, consolidations, mergers or sales of properties and assets and upon the issuance of certain assets or securities to holders of the Company’s common stock, as applicable. As a result of the offering on March 16, 2011, the exercise price of the warrants exercisable for a total of 7,329,819 shares of common stock sold to investors in October 2009 that had an original exercise price of $2.23 per share, was subsequently reduced to $2.05 per share pursuant to the terms of such warrants. As of October 5, 2014, all such warrants had been fully exercised. Common Stock Warrant Valuation The Company accounts for its common stock warrants under guidance now codified in ASC 815 that clarifies the determination of whether an instrument (or an embedded feature) is indexed to an entity’s own stock, which would qualify for classification as liabilities. The guidance required the Company’s outstanding warrants to be classified as liabilities and to be fair valued at each reporting period, with the changes in fair value recognized as other income (expense) in the Company’s consolidated statements of operations. In 2014, warrants to purchase 2,106,792 shares of common stock were cashless exercised for 1,108,582 shares of common stock. In addition, warrants to purchase 2,328,766 shares of common stock were exercised on a cash basis for net proceeds of approximately $4.8 million. In 2013, warrants to purchase 2,367,636 shares of common stock were cashless exercised for 1,555,043 shares of common stock. In addition, warrants to purchase 933,475 shares of common stock were exercised on a cash basis for net proceeds of approximately $1.9 million. As of the date of exercise of the warrants, the Company transferred the fair value of the warrants of approximately $10.1 million and $11.5 million from warrant liability into stockholders’ equity (deficit) in 2014 and 2013, respectively. At December 31, 2013, all warrants related to an offering in August 2008 had been exercised. During the year ended December 31, 2013, a change in fair value of $2.4 million non-cash expense related to the August 2008 warrants was recorded as other income (expense) in the Company’s consolidated statements of operations. At December 31, 2014, all warrants related to the October 2009 offering had been exercised. During the years ended December 31, 2014 and 2013, a change in fair value of $1.3 million non-cash income and $0.6 million non-cash income related to the October 2009 warrants was recorded as other income (expense) in the Company’s consolidated statements of operations, respectively. At December 31, 2015 and 2014 the Company had warrants outstanding to purchase 3,836,165 and 3,846,165 shares of common stock, respectively, from the March 2011 offering. The fair value of these warrants on December 31, 2015 and 2014 was determined using a Black Scholes valuation model with the following Level 3 inputs: December 31, 2015 December 31, 2014 Risk-free interest rate 0.16 % 0.67 % Expected life (in years) 0.21 1.21 Dividend yield — — Volatility 179 % 49 % Stock price $ 0.48 $ 3.18 During the years ended December 31, 2015, 2014 and 2013, a change in the fair value of $3.9 million of non-cash income, $8.0 million of non-cash income and $0.5 million of non-cash expense related to the March 2011 warrants was recorded as other income (expense) in the Company’s consolidated statements of operations, respectively. At both December 31, 2015 and February 18, 2015, the Company had warrants outstanding to purchase 8,300,000 shares of common stock, having an initial exercise price of $10.86 per share, which warrants were issued by the Company in the February 2015 offering. The exercise price was adjusted to $3.62 on January 21, 2016 pursuant to the terms of warrant. The fair value of these warrants on December 31, 2015 and February 18, 2015 was determined using a Black Scholes valuation model and a Monte-Carlo simulation model that accounted for the estimated changes to the exercise price between the issuance date and the adjustment date, respectively. The valuation models utilized the following key level 3 inputs: December 31, 2015 February 18, 2015 Risk-free interest rate 1.76 % 1.52 % Expected life (in years) 4.14 5.00 Dividend yield — — Volatility 112 % 50 % Stock price $ 0.48 $ 4.26 During the year ended December 31, 2015, a change in fair value of $12.9 million of non-cash income related to the February 2015 warrants was recorded as other income (expense) in the Company’s consolidated statements of operations. The following table sets forth the Company’s financial liabilities, related to warrants issued in the March 2011 and February 2015 offerings, subject to fair value measurements as of December 31, 2015 and 2014: Fair December 31, Basis of Fair Value Measurements (in thousands) 2015 Level 1 Level 2 Level 3 March 2011 warrants $ 38 $ — $ — $ 38 February 2015 warrants 1,826 — — 1,826 Total common stock warrants $ 1,864 $ — $ — $ 1,864 Fair December 31, Basis of Fair Value Measurements (in thousands) 2014 Level 1 Level 2 Level 3 March 2011 Warrants $ 3,961 $ — $ — $ 3,961 The following table is a reconciliation of the warrant liability measured at fair value using level 3 inputs (in thousands): Warrant Balance at December 31, 2012 $ 32,558 Exercise of common stock warrants during 2013 (11,462 ) Change in fair value of common stock warrants during 2013 2,325 Balance at December 31, 2013 $ 23,421 Exercise of common stock warrants during 2014 (10,116 ) Change in fair value of common stock warrants during 2014 (9,344 ) Balance at December 31, 2014 $ 3,961 Initial fair value of common stock warrant related to February 2015 offering $ 14,693 Exercise of common stock warrants during 2015 (17 ) Change in fair value of common stock warrants during 2015 (16,773 ) Balance at December 31, 2015 $ 1,864 |
Equity Incentive Plans and Stoc
Equity Incentive Plans and Stock Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity Incentive Plans and Stock Based Compensation | NOTE 9—EQUITY INCENTIVE PLANS AND STOCK BASED COMPENSATION 2004 Equity Incentive Plan The 2004 Equity Incentive Plan (“2004 Plan”) provided for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, stock awards and cash awards to employees and consultants. Stock options were granted under the 2004 Plan with an exercise price not less than 100% of the fair market value of the common stock on the date of grant. Stock options under the 2004 Plan were granted with terms of up to ten years and generally vested over a period of four years. The share reserve under the 2004 Plan was subject to automatic annual increases and on January 1, 2014 an additional 1,250,000 shares of common stock were added to the share reserve under the 2004 Plan. The 2004 Plan expired pursuant to its terms on April 7, 2014. No additional awards have been or will be made after April 7, 2014 under the 2004 Plan. 2014 Equity Incentive Plan In May 2014, the Company adopted the 2014 Equity Incentive Plan (“2014 Plan”). The terms of the 2014 Plan provide for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, other stock awards, and performance awards that may be settled in cash, stock, or other property. Stock options may be granted under the 2014 Plan with an exercise price not less than 100% of the fair market value of the common stock on the date of grant. Stock options under the 2014 Plan may be granted with terms of up to ten years and generally vest over a period of four years, with the exception of grants to non-employee directors and consultants where the vesting period is or may be shorter. The total number of shares of the Company’s common stock initially reserved for issuance under the 2014 Plan was equal to the sum of (i) 6,000,000 newly reserved shares plus (ii) up to 6,626,157 additional shares (the “Prior Plan Shares”) that may be added to the 2014 Plan in connection with the forfeiture or expiration of awards outstanding under the 2004 Plan as of May 15, 2014 (the “Returning Shares”). The Prior Plan Shares will be added to the share reserve under the 2014 Plan only as and when such shares become Returning Shares. Activity under the 2004 and 2014 Plans is set forth below: Weighted Shares Outstanding Options Average Available Number of Exercise Exercise for Grant Shares Price Price Balances, December 31, 2012 498,411 5,098,972 $ 0.42–7.75 $ 3.18 Additional shares reserved 1,250,000 — Options granted (1,663,500 ) 1,663,500 4.45–5.58 5.10 Options exercised — (145,641 ) 0.79–3.46 1.56 Options canceled 90,325 (90,325 ) 1.44–7.75 6.49 Balances, December 31, 2013 175,236 6,526,506 $ 0.42–7.75 $ 3.66 Additional shares reserved 7,250,000 — Shares expired (1,286,025 ) — Options granted (1,895,250 ) 1,895,250 2.91–4.99 3.78 Options exercised — (73,282 ) 0.64–4.90 1.43 Options canceled 179,532 (179,532 ) 1.64–6.18 4.63 Balances, December 31, 2014 4,423,493 8,168,942 $ 0.42–7.75 $ 3.69 Additional shares reserved — — Options granted (2,290,500 ) 2,290,500 0.48-5.06 4.36 Options exercised — (99,759 ) 0.79-4.90 1.75 Options canceled 1,327,547 (1,327,547 ) 1.30-7.75 4.39 Balances, December 31, 2015 3,460,540 9,032,136 $ 0.42–7.75 $ 3.77 At December 31, 2015, stock options outstanding and exercisable by exercise price were as follows: Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $0.42-$1.38 534,650 2.20 $ 1.10 522,650 $ 1.11 $1.44-$1.44 1,331,064 4.01 $ 1.44 1,331,064 $ 1.44 $1.49-$3.46 1,428,718 4.49 $ 1.97 1,397,258 $ 1.94 $3.62-$3.62 1,164,013 7.37 $ 3.62 641,099 $ 3.62 $3.87-$5.06 2,011,782 8.03 $ 4.46 766,498 $ 4.52 $5.09-$7.75 2,561,909 5.50 $ 6.09 2,225,216 $ 6.17 $0.42-$7.75 9,032,136 5.79 $ 3.77 6,883,785 $ 3.59 The aggregate intrinsic value of options outstanding and options exercisable as of December 31, 2015 were $0 million and $0 million, respectively as the options outstanding and options exercisable at December 31, 2015were not in-the money. As of December 31, 2015, the ending options vested and expected to vest was 9.0 million and the aggregate intrinsic value of these options was $0 million. The weighted average remaining contractual life and weighted average exercise price of these options were 5.8 years and $3.77, respectively. The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock for options that were in-the-money at December 31, 2015. The total intrinsic value of stock options exercised during the years ended December 31, 2015, 2014 and 2013 were $0.3 million, $0.2 million and $0.5 million, respectively, determined at the date of the option exercise. Cash received from stock option exercises were $0.4 million, $0.1 million and $0.1 million for the years ended December 31, 2015, 2014 and 2013, respectively. The Company issues new shares of common stock upon exercise of options. In connection with these exercises, there was no tax benefit realized by the Company due to its current loss position. 2004 Employee Stock Purchase Plan On January 1, 2015 and 2014 an additional 100,000 shares was authorized for issuance under the 2004 Employee Stock Purchase Plan (“2004 Purchase Plan”) pursuant to the annual automatic increase to the authorized shares under the 2004 Purchase Plan. The 2004 Purchase Plan contains consecutive, overlapping 24 month offering periods. Each offering period includes four six-month purchase periods. The price of the common stock purchased will be the lower of 85% of the fair market value of the common stock at the beginning of an offering period or at the end of the purchase period. For the year ended December 31, 2015, employees had purchased 154,067 shares of common stock under the 2004 Purchase Plan at an average price of $3.49. For the year ended December 31, 2014, employees had purchased 154,992 shares of common stock under the 2004 Purchase Plan at an average price of $3.74. At December 31, 2015, 126,837 shares were authorized and available for issuance under the 2004 Purchase Plan. Stock-based Compensation The Company recognizes stock-based compensation in accordance with ASC 718, “Compensation—Stock Compensation.” Years Ended December 31, 2015 2014 2013 Stock-based compensation expense: Research and development $ 4,090 $ 3,123 $ 2,562 General and administrative 2,711 2,365 2,360 $ 6,801 $ 5,488 $ 4,922 Employee Stock-based Compensation Expense Valuation Assumptions The Company estimated the fair value of stock options granted using the Black-Scholes option-pricing formula and a single option award approach. This fair value is being amortized ratably over the requisite service periods of the awards, which is generally the vesting period. The fair value of employee stock options and employee purchase rights under the Company’s 2004 Purchase Plan was estimated using the following weighted-average assumptions for the years ended December 31, 2015, 2014 and 2013: Years Ended December 31, 2015 2014 2013 Employee Stock Options Risk-free interest rate 1.70 % 1.83 % 1.14 % Expected life (in years) 5.99 5.98 5.97 Dividend yield — — — Volatility 83 % 94 % 101 % Weighted-average fair value of stock options granted $ 3.06 $ 2.89 $ 4.04 Employee Stock Purchase Plan Risk-free interest rate 0.39 % 0.20 % 0.19 % Expected life (in years) 1.24 1.24 1.25 Dividend yield — — — Volatility 50 % 49 % 77 % Weighted-average fair value of ESPP purchase rights $ 1.58 $ 1.60 $ 2.27 To determine the expected term of the Company’s employee stock options granted, the Company utilized the simplified approach as defined by SEC Staff Accounting Bulletin No. 107, “Share-Based Payment” The Company recognized $6.7 million, $5.4 million and $4.8 million of stock-based compensation expense related to stock options granted and purchase rights granted under the Company’s equity compensation plans, for the years ended December 31, 2015, 2014 and 2013, respectively. As of December 31, 2015, the total unrecognized compensation cost related to unvested stock-based awards granted to employees under the Company’s equity compensation plans was approximately $6.5 million before estimated forfeitures. This cost will be recorded as compensation expense ratably over the remaining weighted average requisite service period of approximately 2.4 years. Non-employee Stock-based Compensation Expense Stock-based compensation expense related to stock options granted to non-employees is recognized ratably, as the stock options are earned. The Company issued options to non-employees, which generally vest ratably over the time period the Company expects to receive services from the non-employee. The values attributable to these options are amortized over the service period and the unvested portion of these options was remeasured at each vesting date. The Company believes that the fair value of the stock options is more reliably measurable than the fair value of the services received. The fair value of the stock options granted were revalued at each reporting date using the Black-Scholes valuation model as prescribed by ASC 505-50 Equity-Based Payments to Non-Employees Years Ended December 31, 2015 2014 2013 Risk-free interest rate 2.14 % 2.52 % 2.51 % Expected life (in years) 10 10 10 Dividend yield — — — Expected volatility 103 % 97 % 100 % The stock-based compensation expense will fluctuate as the fair market value of the common stock fluctuates. In connection with the grant of stock options to non-employees, the Company recorded stock-based compensation of approximately $0.1 million, $0.1 million and $0.1 million for the years ended December 31, 2015, 2014 and 2013, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 10—INCOME TAXES For the years ended December 31, 2015, the Company did not record an income tax provision due to net operating losses and the inability to record an income tax benefit. For the year ended December 31, 2014, the Company recorded an income tax benefit of $0.2 million, which was related to state minimum taxes recorded in the prior year. For the year ended December 31, 2013, the Company recorded an income tax provision of $0.2 million, which was related to state minimum taxes. A reconciliation of income taxes at the statutory federal income tax rate to net income taxes included in the accompanying statements of operations is as follows (in thousands): 2015 2014 2013 U.S. federal taxes (benefit) at statutory rate $ 14,900 $ (7,407 ) $ (9,592 ) State federal income tax benefit (448 ) (571 ) (1,794 ) Unutilized (utilized) net operating losses (11,287 ) 9,809 9,747 Stock-based compensation 898 730 486 Research and development credits (3,135 ) (952 ) (1,416 ) Tax assets not benefited 4,732 1,322 1,926 Nondeductible warrant expense (5,703 ) (3,177 ) 790 Other 43 44 55 Total $ — $ (202 ) $ 202 The tax effects of temporary differences that give rise to significant components of the net deferred tax assets are as follows (in thousands): December 31, 2015 2014 Capitalized start-up costs $ 103 $ 128 Net operating loss carryforwards 47,725 33,049 Research and development credits 11,354 6,616 Deferred stock compensation 5,130 3,933 Deferred revenue 0 26,151 Other (accruals, reserves, depreciation) 359 1,019 Total deferred tax assets 64,671 70,896 Less: Valuation allowance (64,671 ) (70,896 ) Net deferred tax assets $ — $ — At December 31, 2015, the Company had federal and state net operating loss carryforwards of approximately $124 million and $95 million, respectively, available to offset future taxable income. The Company’s federal and state net operating loss carryforwards will begin to expire in 2021 and 2016, respectively, if not used before such time to offset future taxable income or tax liabilities. For federal and state income tax purposes, a portion of the Company’s net operating loss carryforward is subject to certain limitations on annual utilization in case of changes in ownership, as defined by federal and state tax laws. The annual limitation may result in the expiration of the net operating loss before utilization. The net operating loss deferred tax asset balance as of December 31, 2015 includes $0.5 million of excess tax benefits from stock option exercises. Stockholders’ equity (deficit) will be credited if and when such excess tax benefits are ultimately realized. At December 31, 2015, the Company had federal research and development tax credits of approximately $8.4 million, which expire in the year beginning 2022, and state research and development tax credits of approximately $5.5 million, which have no expiration date. The Company has established a valuation allowance against its deferred tax assets due to the uncertainty surrounding the realization of such assets. The valuation allowance decreased by $6.2 million for the year ended December 31, 2015 and increased by $7.8 million and by $11.6 million for the years ended December 31, 2014 and 2013, respectively. The Company adopted ASC Topic 740-10-50 “ Accounting for Uncertainty of Income Taxes The following table summarizes the activity related to the Company’s gross unrecognized tax benefits: (in thousands) 2015 2014 Gross unrecognized tax benefits at January 1, $ 1,100 $ 1,100 Gross increases (decreases) related to prior year tax positions — — Gross increases (decreases) related to current year tax positions — — Settlements — — Expiration of the statute of limitations for the assessment of taxes — — Gross unrecognized tax benefits at December 31, $ 1,100 $ 1,100 The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. As of December 31, 2015 and 2014, the Company had no accrued interest or penalties due to the Company’s net operating losses available to offset any tax adjustment. The Company currently has no federal or state tax examinations in progress nor has it had any federal or state tax examinations since its inception. As a result of the Company’s net operating loss carryforwards, all of its tax years are subject to federal and state tax examination. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2015 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plan | NOTE 11—EMPLOYEE BENEFIT PLAN In November 2002, the Company implemented a 401(k) plan to provide a retirement savings program for the employees of the Company. The 401(k) plan is maintained for the exclusive purpose of benefiting the 401(k) plan participants. The 401(k) plan is intended to operate in accordance with all applicable state and federal laws and regulations and, to the extent applicable, the provisions of Department of Labor regulations issued pursuant to ERISA Section 404(c). As of December 31, 2015, the Company has not made any contributions to the 401(k) plan. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | NOTE 12—QUARTERLY FINANCIAL DATA (UNAUDITED) The following table presents certain unaudited quarterly financial information for the eight quarters ended December 31, 2015. This information has been prepared on the same basis as the audited consolidated financial statements and includes all adjustments necessary to state fairly the unaudited quarterly results of operations. Net loss per common share, basic and diluted for the four quarters of each fiscal year, may not sum to the total for the fiscal year because of the different weighted average number of shares outstanding in each of the periods. 2015 First Quarter Second Quarter Third Quarter Fourth Quarter (in thousands, except per share data) Revenue $ 3,681 $ 3,680 $ 3,680 $ 65,874 Net income (loss) $ (11,154 ) $ (8,306 ) $ (6,431 ) $ 69,713 Net income (loss) per common share Basic $ (0.17 ) $ (0.12 ) $ (0.09 ) $ 0.98 Diluted $ (0.17 ) $ (0.12 ) $ (0.09 ) $ 0.86 2014 First Quarter Second Quarter Third Quarter Fourth Quarter (in thousands, except per share data) Revenue $ 3,681 $ 3,680 $ 3,680 $ 3,681 Net income (loss) $ (7,109 ) $ (766 ) $ (7,745 ) $ (5,964 ) Net income (loss) per common share Basic $ (0.12 ) $ (0.01 ) $ (0.13 ) $ (0.09 ) Diluted $ (0.14 ) $ (0.12 ) $ (0.15 ) $ (0.12 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 13—SUBSEQUENT EVENTS On March 10, 2016, Merck KGaA and the Company agreed to terminate the global license and co development agreement, or License Agreement, pursuant to a termination agreement, or the Termination Agreement. Under the terms of the Termination Agreement, all rights under the License Agreement were returned to the Company, as well as all rights to Merck KGaA technology developed under the License Agreement. See Note 3, “Collaboration Arrangement” for a further discussion. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Description of Operations and Basis of Presentation | Description of Operations and Basis of Presentation Threshold Pharmaceuticals, Inc. (the “Company” or “Threshold”) was incorporated in the State of Delaware on October 17, 2001. The Company is a biotechnology company using its expertise in the tumor microenvironment to discover and develop therapeutic agents that selectively target tumor cells for the treatment of patients living with cancer. In June 2005, the Company formed a wholly-owned subsidiary, THLD Enterprises (UK), Limited in the United Kingdom in connection with conducting clinical trials in Europe. As of December 31, 2015, there has been no financial activity related to this entity. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include the accounts of the Company and its wholly owned subsidiary, and reflect the elimination of intercompany accounts and transactions. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 605 “Revenue Recognition”, subtopic ASC 605-25 “Revenue with Multiple Element Arrangements” and subtopic ASC 605-28 “Revenue Recognition-Milestone Method”, which provides accounting guidance for revenue recognition for arrangements with multiple deliverables and guidance on defining the milestone and determining when the use of the milestone method of revenue recognition for research and development transactions is appropriate, respectively. The Company’s revenues were related to its former collaboration arrangement with Merck KGaA, which was entered in February 2012. The collaboration with Merck KGaA provided for various types of payments to the Company, including non-refundable upfront license, milestone and royalty payments. The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable, and collectability is reasonably assured. The Company also received reimbursement for Merck KGaA’s 70% share for eligible worldwide development expenses for evofosfamide (formerly TH-302). Such reimbursement was reflected as a reduction of operating expenses. In March 2016, the Company and Merck KGaA agreed to terminate the collaboration and all rights evofosfamide were returned to the Company. For multiple-element arrangements, each deliverable within a multiple deliverable revenue arrangement is accounted for as a separate unit of accounting if both of the following criteria are met: (1) the delivered item or items have value to the customer on a standalone basis and (2) for an arrangement that includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in the Company’s control. The deliverables under the Merck KGaA agreement were determined to be a single unit of accounting and as such the revenue relating to this unit of accounting was recorded as deferred revenue and recognized ratably over the term of its estimated performance period under the agreement, which was the product development period. The Company determines the estimated performance period and it was periodically reviewed based on the progress of the related product development plan. The effect of a change made to an estimated performance period and therefore revenue recognized ratably would occur on a prospective basis in the period that the change was made. Deferred revenue associated with a non-refundable payment received under a collaborative agreement for which the developmental performance obligations are terminated will result in an immediate recognition of any remaining deferred revenue in the period that termination occurred provided that all performance obligations have been satisfied. The Company recognizes revenue from milestone payments when: (i) the milestone event is substantive and its achievability has substantive uncertainty at the inception of the agreement, and (ii) the Company does not have ongoing performance obligations related to the achievement of the milestone earned. Milestone payments are considered substantive if all of the following conditions are met: the milestone payment (a) is commensurate with either the Company’s performance subsequent to the inception of the arrangement to achieve the milestone or the enhancement of the value of the delivered item or items as a result of a specific outcome resulting from the Company’s performance subsequent to the inception of the arrangement to achieve the milestone, (b) relates solely to past performance, and (c) is reasonable relative to all of the deliverables and payment terms (including other potential milestone consideration) within the arrangement. See Note 3, “Collaboration Arrangements,” for analysis of milestone events deemed to be substantive or non-substantive. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates, assumptions and judgments made by management include those related to the valuation of equity and related instruments, revenue recognition, stock-based compensation and clinical trial accrued liabilities. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less on the date of purchase, to be cash equivalents. All cash and cash equivalents are held in the United States of America in financial institutions or money market funds, which are unrestricted as to withdrawal or use. |
Marketable Securities | Marketable Securities The Company classifies its marketable securities as “available-for-sale.” Such marketable securities are recorded at fair value and unrealized gains and losses are recorded as a separate component of stockholders’ equity (deficit) until realized. Realized gains and losses on sale of all such securities are reported in net loss, computed using the specific identification cost method. The Company places its marketable securities primarily in U.S. government securities, money market funds, corporate debt securities, commercial paper and certificates of deposit. The Company’s investments are subject to a periodic impairment review. The Company recognizes an impairment charge when a decline in the fair value of its investments below the cost basis is judged to be other-than-temporary. The Company considers various factors in determining whether to recognize an impairment charge, including the length of time and extent to which the fair value has been less than the Company’s cost basis, the financial condition and near-term prospects of the investee, and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in the market value. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, accounts payable and accrued liabilities approximate fair value due to their relatively short maturities. Estimated fair values for marketable securities, which are separately disclosed in Note 4, “Fair Value Measurements and Marketable Securities,” are based on quoted market prices for the same or similar instruments. The counterparties to the agreements relating to the Company’s investment securities consist of the US Treasury, various major corporations, governmental agencies and financial institutions with high credit standing. |
Fair Value of Warrants | Fair Value of Warrants ASC 815 “Derivatives and Hedging” provides guidance that clarifies the determination of whether an instrument (or an embedded feature) is indexed to an entity’s own stock, which would qualify for classification as a liability. The guidance requires common stock warrants with certain terms be classified as a liability and to be fair valued at each reporting period, with the changes in fair value recognized in the Company’s consolidated statements of operations. We fair value the outstanding common stock warrants using a Black Scholes valuation model at the end of each reporting period. The carrying amount of the common stock warrant liability represents its estimated fair value. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments which potentially subject the Company to concentrations of risk consist principally of cash, cash equivalents and marketable securities. The Company invests in a variety of financial instruments, such as, but not limited to, certificates of deposit, corporate and municipal bonds, United States Treasury and agency securities. The Company is exposed to credit risk in the event of default by the financial institutions for amounts in excess of Federal Deposit Insurance Corporation insured limits. The Company performs periodic evaluations of the relative credit standings of these financial institutions, and by policy, limits the amount of credit exposure with any one financial institution or commercial issuer. |
Other Risks and Uncertainties | Other Risks and Uncertainties The Company has not generated and does not expect to generate revenue from sales of our product candidates in the near term. The Company also currently has no ongoing collaborations for the development and commercialization of its product candidates and no source of revenue. 70% of worldwide development costs for evofosfamide that were previously borne by Merck KGaA. The Company believes that its cash, cash equivalents and marketable securities will be sufficient to fund its projected operating requirements for at least the next 12 months based upon current operating plans and spending assumptions. However the Company will need to raise additional capital to advance the clinical development of its product candidates, whether through new collaborative or partnering arrangements or otherwise, and to in-license or otherwise acquire and develop additional product candidates or programs. In particular, the Company’s ability to advance the clinical development of its lead product candidate, evofosfamide, is dependent upon its ability to enter into new collaborative or partnering arrangements for evofosfamide, or to otherwise obtain sufficient additional funding for such development, particularly since the Company is no longer eligible to receive any further milestone payments or other funding from Merck KGaA, including the 70% of worldwide development costs for evofosfamide that were previously borne by Merck KGaA. While the Company has been able to fund its operations to date, the Company currently has no ongoing collaborations for the development and commercialization of its product candidates and no source of revenue, nor does the Company expect to generate revenue for the foreseeable future. The Company also does not have any commitments for future external funding. through a variety of sources, including: · the public equity market; · private equity financing; · collaborative arrangements; · licensing arrangements; and/or · public or private debt. The Company’s ability to raise additional funds and the terms upon which it is able to raise such funds have been severely harmed by the negative results reported from the Company’s two pivotal Phase 3 clinical trials of , and may in the future be adversely impacted by the uncertainty regarding the prospects for future development of and the Company’s ability to advance the development of e and its other product candidate, realize any return on its investments in e and , if at all. The Company’s ability to raise additional funds and the terms upon which it is able to raise such funds may also be adversely affected by the uncertainties regarding its financial condition, the sufficiency of its capital resources, the Company’s ability to maintain the listing of its common stock on The NASDAQ Capital Market and recent and potential future management turnover. As a result of these and other factors, the Company To the extent the Company raises additional funds by issuing equity securities, its stockholders may experience significant dilution, particularly given the Company’s currently depressed stock price, and debt financing, if available, may involve restrictive covenants. the Company the Company result in the Company’s stockholders having little or no continuing interest in the Company’s or programs as stockholders or otherwise, or which could the Company the Company’s the Company If the Company is the Company the Company the Company’s the Company the Company is the Company’s The Company’s lead product candidate, evofosfamide, has not received any regulatory approvals. To achieve profitable operations, the Company must successfully develop, test, manufacture and market its product candidates, including evofosfamide. With respect to evofosfamide, the Company’s ability to advance the clinical development of evofosfamide is dependent upon its ability to enter into new collaborative or partnering arrangements for evofosfamide, or to otherwise obtain sufficient additional funding for such development. In addition, the Company’s development of tarloxotinib is at an early stage and it is possible that tarloxotinib may not be found to be safe or effective in the Company’s ongoing Phase 2 proof-of-concept studies of tarloxotinib and the Company may otherwise fail to realize the anticipated benefits of its licensing of this product candidate. There can be no assurance that evofosfamide, tarloxotinib or any other of the Company’s potential future product candidates will be developed successfully or manufactured at an acceptable cost and with appropriate performance characteristics, or that such products will be successfully marketed. These factors could have a material adverse effect on the Company’s future financial results. Any products developed by the Company will require approval from the U.S. Food and Drug Administration (“FDA”) or foreign regulatory agencies prior to commercial sales. There can be no assurance that the Company’s products will receive the necessary approvals. If the Company is denied such approvals or such approvals are delayed, it could have a material adverse effect on the Company. |
Property and Equipment | Property and Equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the related assets, generally three years. Leasehold improvements are amortized using the straight-line method over the estimated useful life of the improvement, or the lease term, if shorter. Accordingly, leasehold improvements are being amortized over lease terms of approximately 4-6 years. Maintenance and repairs are charged to operations as incurred. Upon sale or retirement of assets, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations. The Company reviews its property, plant and equipment assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. |
Comprehensive Loss | Comprehensive loss Comprehensive loss is comprised of the Company’s net loss and other comprehensive income (loss). Unrealized gain (loss) on available-for-sale marketable securities represents the only component of other comprehensive income (loss). |
Research and Development expenses | Research and Development expenses Research and development expenses consist of costs such as salaries and benefits, laboratory supplies, facility costs, consulting fees and fees paid to contract research organizations, clinical trial sites, laboratories, other clinical service providers and contract manufacturing organizations. Research and development expenses are expensed as incurred. |
Clinical Trial Accruals | Clinical Trial Accruals The Company’s preclinical and clinical trials are performed by third party contract research organizations (CROs) and/or clinical investigators, and clinical supplies are manufactured by contract manufacturing organizations (CMOs). Invoicing from these third parties may be monthly based upon services performed or based upon milestones achieved. The Company accrues these expenses based upon its assessment of the status of each clinical trial and the work completed, and upon information obtained from the CROs and CMOs. The Company’s estimates are dependent upon the timeliness and accuracy of data provided by the CROs and CMOs regarding the status and cost of the studies, and may not match the actual services performed by the organizations. This could result in adjustments to the Company’s research and development expenses in future periods. To date the Company has had no significant adjustments. |
Bonus Accruals | Bonus Accruals The Company has bonus programs for eligible employees. Bonuses are determined based on various criteria, including the achievement of corporate, departmental and individual goals. Bonus accruals are estimated based on various factors, including target bonus percentages per level of employee and probability of achieving the goals upon which bonuses are based. The Company’s management periodically reviews the progress made towards the goals under the bonus programs. As bonus accruals are dependent upon management’s judgments of the likelihood of achieving the various goals, it is possible for bonus expense to vary significantly in future periods if changes occur in those management estimates. |
Income Taxes | Income Taxes The Company accounts for income taxes under the liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. |
Segments | Segments The Company has one reportable segment and uses one measurement of results of operations to manage its business. All long-lived assets are maintained in the United States of America. |
Stock-Based Compensation | Stock-Based compensation The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation—Stock Compensation,” The Company accounts for equity instruments issued to non-employees in accordance with the provisions of ASC 718 and ASC 505, “Equity,” See Note 9 “Equity Incentive Plans and Stock Based Compensation” for further discussion. |
Restructuring Charges | Restructuring Charges Restructuring charges are primarily comprised of severance costs, contract and program termination costs, asset impairments and costs of facility consolidation and closure. Restructuring charges are recorded upon approval of a formal management plan and are included in the operating results of the period in which such plan is approved and the expense becomes estimable. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In May 2014, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update regarding revenue from customer contracts to transfer goods and services or non-financial assets unless the contracts are covered by other standards (for example, insurance or lease contracts). Under the new guidance, an entity should recognize revenue in connection with the transfer of promised goods or services to customers in an amount that reflects the consideration that the entity expects to be entitled to receive in exchange for those goods or services. In addition, the new standard requires that reporting companies disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The updates are effective for the Company beginning in the first quarter of the fiscal year 2018. In August 2015, the FASB deferred the effective date of the update by one year, with early adoption on the original effective date permitted. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements. In August 2014, the FASB issued an accounting standard update that 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 and to provide related footnote disclosures. It requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments: (1) provide a definition of the term substantial doubt; (2) require an evaluation every reporting period including interim periods; (3) provide principles for considering the mitigating effect of management’s plans; (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans; (5) require an express statement and other disclosures when substantial doubt is not alleviated; and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). This guidance will be effective for the Company beginning with its annual report for fiscal 2016 and interim periods thereafter. The Company is currently evaluating the impact the standard will have on its financial statements. In November 2015, the FASB issued an accounting standard update for the presentation of deferred income taxes. Under this new guidance, deferred tax liabilities and assets should be classified as noncurrent in a classified balance sheet. The update is effective for the Company beginning in the first quarter of fiscal year 2018 with early adoption permitted as of the beginning of an interim or annual reporting period. Additionally, this guidance may be applied either prospectively or retrospectively to all periods presented. The Company does not expect this standard to have a material impact on its consolidated financial statements. |
Net Income (Loss) Per Common 22
Net Income (Loss) Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Reconciliation of Numerator and Denominator | A reconciliation of the numerator and denominator used in the calculation is as follows (in thousands, except per share amounts): Years Ended December 31, 2015 2014 2013 Numerator: Net income (loss) - basic $ 43,822 $ (21,584 ) $ (28,415 ) Less: noncash income from change in fair value of common stock warrants 3,906 9,344 — Net income (loss) - diluted 39,916 $ (30,928 ) $ (28,415 ) Denominator: Weighted-average number of common shares outstanding 70,242 60,335 57,832 Dilutive effect of equity incentive awards 1,873 — — Dilutive effect of warrants 1,368 3,051 — Weighted-average common shares outstanding and dilutive potential common share-diluted 73,483 63,386 57,832 Net income (loss) per share: Basic $ 0.62 $ (0.36 ) $ (0.49 ) Diluted $ 0.54 $ (0.49 ) $ (0.49 ) |
Warrants, Options and Purchase Rights Excluded from Computation of Diluted Net Income (Loss) Per Share | The following warrants, outstanding options and purchase rights under the Company’s 2004 Employee Stock Purchase Plan (“2004 Purchase Plan”) were excluded from the computation of diluted net income (loss) per common share for the periods presented because including them would have had an antidilutive effect (in thousands Years Ended December 31, 2015 2014 2013 Shares issuable upon exercise of warrants 8,300 — 8,282 Shares issuable upon exercise of stock options 6,750 8,169 6,527 Shares issuable related to the ESPP 34 67 64 |
Fair Value Measurements and M23
Fair Value Measurements and Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Financial Assets at Fair Value on Recurring Basis | The following table sets forth the Company’s financial assets (cash equivalents and available-for-sale marketable securities) at fair value on a recurring basis as of December 31, 2015 and 2014: Fair Value as December 31, Basis of Fair Value Measurements (in thousands) 2015 Level 1 Level 2 Level 3 Money market funds $ 5,421 $ 5,421 $ — $ — Certificates of deposit 696 — 696 — Corporate debt securities 12,571 — 12,571 — Government securities 21,769 — 21,769 — Municipal securities 1,908 — 1,908 — Commercial paper 6,145 — 6,145 — Total cash equivalents and marketable securities $ 48,510 $ 5,421 $ 43,089 $ — Fair Value as December 31, Basis of Fair Value Measurements (in thousands) 2014 Level 1 Level 2 Level 3 Money market funds $ 3,369 $ 3,369 $ — $ — Certificates of deposit 2,505 — 2,505 — Corporate debt securities 28,081 — 28,081 — Government securities 19,123 — 19,123 — Commercial paper 5,499 — 5,499 — Total cash equivalents and marketable securities $ 58,577 $ 3,369 $ 55,208 $ — |
Summary of Company's Available-for-Sale Securities | The Company invests in highly-liquid, investment-grade securities. The following is a summary of the Company’s available-for-sale securities at December 31, 2015 and 2014: As of December 31, 2015 (in thousands): Cost Basis Unrealized Gain Unrealized Loss Fair Value Money market funds $ 5,421 $ — $ — $ 5,421 Certificates of deposit 696 — — 696 Corporate debt securities 12,578 1 (8 ) 12,571 Municipal securities 1,908 — — 1,908 Government securities 21,783 — (14 ) 21,769 Commercial paper 6,145 — — 6,145 48,531 1 (22 ) 48,510 Less cash equivalents (9,419 ) — — (9,419 ) Total marketable securities $ 39,112 $ 1 $ (22 ) $ 39,091 As of December 31, 2014 (in thousands): Cost Basis Unrealized Gain Unrealized Loss Fair Value Money market funds $ 3,369 $ — $ — $ 3,369 Certificates of deposit 2,505 — — 2,505 Corporate debt securities 28,094 1 (14 ) 28,081 Government securities 19,123 3 (3 ) 19,123 Commercial paper 5,499 — — 5,499 58,590 4 (17 ) 58,577 Less cash equivalents (8,368 ) — — (8,368 ) Total marketable securities $ 50,222 $ 4 $ (17 ) $ 50,209 |
Marketable Securities with Unrealized Losses | The following table provides the breakdown of the marketable securities with unrealized losses at December 31, 2015 (in thousands): As of December 31, 2015 (in thousands): In loss position for less than twelve months Fair Value Unrealized Loss Government securities $ 16,730 $ (14 ) Corporate debt securities 10,260 (8 ) Total marketable securities $ 26,990 $ (22 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | |
Components of Property and Equipment | Property and equipment comprise the following (in thousands): December 31, 2015 2014 Computer and office equipment $ 532 $ 479 Laboratory equipment 1,894 1,838 Leasehold improvements 523 548 2,949 2,865 Less: Accumulated depreciation and amortization (2,616 ) (2,308 ) Total property and equipment, net $ 333 $ 557 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables And Accruals [Abstract] | |
Components of Accrued Liabilities | Accrued liabilities comprise the following (in thousands): December 31, 2015 2014 Payroll and employee related expenses $ 593 $ 2,808 Accrued severance benefits 2,280 — Professional services 163 331 Other accrued expenses 233 41 Total accrued liabilities $ 3,269 $ 3,180 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future Rental Payments under Noncancelable Operating Lease | As of December 31, 2015, the future rental payments required by the Company for its facility under its noncancelable operating lease were as follows (in thousands): Years Ending December 31, 2016 $ 768 2017 260 Thereafter — Total $ 1,028 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Inputs Liabilities Quantitative Information [Line Items] | |
Financial Liabilities Subject to Fair Value Measurements | The following table sets forth the Company’s financial liabilities, related to warrants issued in the March 2011 and February 2015 offerings, subject to fair value measurements as of December 31, 2015 and 2014: Fair December 31, Basis of Fair Value Measurements (in thousands) 2015 Level 1 Level 2 Level 3 March 2011 warrants $ 38 $ — $ — $ 38 February 2015 warrants 1,826 — — 1,826 Total common stock warrants $ 1,864 $ — $ — $ 1,864 Fair December 31, Basis of Fair Value Measurements (in thousands) 2014 Level 1 Level 2 Level 3 March 2011 Warrants $ 3,961 $ — $ — $ 3,961 |
Reconciliation of Warrant Liability Measured at Fair Value | The following table is a reconciliation of the warrant liability measured at fair value using level 3 inputs (in thousands): Warrant Balance at December 31, 2012 $ 32,558 Exercise of common stock warrants during 2013 (11,462 ) Change in fair value of common stock warrants during 2013 2,325 Balance at December 31, 2013 $ 23,421 Exercise of common stock warrants during 2014 (10,116 ) Change in fair value of common stock warrants during 2014 (9,344 ) Balance at December 31, 2014 $ 3,961 Initial fair value of common stock warrant related to February 2015 offering $ 14,693 Exercise of common stock warrants during 2015 (17 ) Change in fair value of common stock warrants during 2015 (16,773 ) Balance at December 31, 2015 $ 1,864 |
March 2011 Warrants | |
Fair Value Inputs Liabilities Quantitative Information [Line Items] | |
Outstanding Warrants Valuation Assumption | The fair value of these warrants on December 31, 2015 and 2014 was determined using a Black Scholes valuation model with the following Level 3 inputs: December 31, 2015 December 31, 2014 Risk-free interest rate 0.16 % 0.67 % Expected life (in years) 0.21 1.21 Dividend yield — — Volatility 179 % 49 % Stock price $ 0.48 $ 3.18 |
February 2015 Warrants | |
Fair Value Inputs Liabilities Quantitative Information [Line Items] | |
Outstanding Warrants Valuation Assumption | The fair value of these warrants on December 31, 2015 and February 18, 2015 was determined using a Black Scholes valuation model and a Monte-Carlo simulation model that accounted for the estimated changes to the exercise price between the issuance date and the adjustment date, respectively. The valuation models utilized the following key level 3 inputs: December 31, 2015 February 18, 2015 Risk-free interest rate 1.76 % 1.52 % Expected life (in years) 4.14 5.00 Dividend yield — — Volatility 112 % 50 % Stock price $ 0.48 $ 4.26 |
Equity Incentive Plans and St28
Equity Incentive Plans and Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Stock Option Activity Under Equity Incentive Plan | Activity under the 2004 and 2014 Plans is set forth below: Weighted Shares Outstanding Options Average Available Number of Exercise Exercise for Grant Shares Price Price Balances, December 31, 2012 498,411 5,098,972 $ 0.42–7.75 $ 3.18 Additional shares reserved 1,250,000 — Options granted (1,663,500 ) 1,663,500 4.45–5.58 5.10 Options exercised — (145,641 ) 0.79–3.46 1.56 Options canceled 90,325 (90,325 ) 1.44–7.75 6.49 Balances, December 31, 2013 175,236 6,526,506 $ 0.42–7.75 $ 3.66 Additional shares reserved 7,250,000 — Shares expired (1,286,025 ) — Options granted (1,895,250 ) 1,895,250 2.91–4.99 3.78 Options exercised — (73,282 ) 0.64–4.90 1.43 Options canceled 179,532 (179,532 ) 1.64–6.18 4.63 Balances, December 31, 2014 4,423,493 8,168,942 $ 0.42–7.75 $ 3.69 Additional shares reserved — — Options granted (2,290,500 ) 2,290,500 0.48-5.06 4.36 Options exercised — (99,759 ) 0.79-4.90 1.75 Options canceled 1,327,547 (1,327,547 ) 1.30-7.75 4.39 Balances, December 31, 2015 3,460,540 9,032,136 $ 0.42–7.75 $ 3.77 |
Stock Options Outstanding and Exercisable by Exercise Price | At December 31, 2015, stock options outstanding and exercisable by exercise price were as follows: Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $0.42-$1.38 534,650 2.20 $ 1.10 522,650 $ 1.11 $1.44-$1.44 1,331,064 4.01 $ 1.44 1,331,064 $ 1.44 $1.49-$3.46 1,428,718 4.49 $ 1.97 1,397,258 $ 1.94 $3.62-$3.62 1,164,013 7.37 $ 3.62 641,099 $ 3.62 $3.87-$5.06 2,011,782 8.03 $ 4.46 766,498 $ 4.52 $5.09-$7.75 2,561,909 5.50 $ 6.09 2,225,216 $ 6.17 $0.42-$7.75 9,032,136 5.79 $ 3.77 6,883,785 $ 3.59 |
Stock-Based Compensation Expense | Stock-based compensation expense, which consists of the compensation cost for employee stock options and ESPP, and the value of options issued to non-employees for services rendered, was allocated to research and development and general and administrative in the consolidated statements of operations as follows (in thousands): Years Ended December 31, 2015 2014 2013 Stock-based compensation expense: Research and development $ 4,090 $ 3,123 $ 2,562 General and administrative 2,711 2,365 2,360 $ 6,801 $ 5,488 $ 4,922 |
Weighted-Average Fair Value Valuation Assumptions | The fair value of employee stock options and employee purchase rights under the Company’s 2004 Purchase Plan was estimated using the following weighted-average assumptions for the years ended December 31, 2015, 2014 and 2013: Years Ended December 31, 2015 2014 2013 Employee Stock Options Risk-free interest rate 1.70 % 1.83 % 1.14 % Expected life (in years) 5.99 5.98 5.97 Dividend yield — — — Volatility 83 % 94 % 101 % Weighted-average fair value of stock options granted $ 3.06 $ 2.89 $ 4.04 Employee Stock Purchase Plan Risk-free interest rate 0.39 % 0.20 % 0.19 % Expected life (in years) 1.24 1.24 1.25 Dividend yield — — — Volatility 50 % 49 % 77 % Weighted-average fair value of ESPP purchase rights $ 1.58 $ 1.60 $ 2.27 |
Non-employee Stock-based Compensation Expense | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted-Average Fair Value Valuation Assumptions | The fair value of the stock options granted were revalued at each reporting date using the Black-Scholes valuation model as prescribed by ASC 505-50 Equity-Based Payments to Non-Employees Years Ended December 31, 2015 2014 2013 Risk-free interest rate 2.14 % 2.52 % 2.51 % Expected life (in years) 10 10 10 Dividend yield — — — Expected volatility 103 % 97 % 100 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of Income Taxes at Statutory Federal Income Tax Rate to Net Income Taxes | A reconciliation of income taxes at the statutory federal income tax rate to net income taxes included in the accompanying statements of operations is as follows (in thousands): 2015 2014 2013 U.S. federal taxes (benefit) at statutory rate $ 14,900 $ (7,407 ) $ (9,592 ) State federal income tax benefit (448 ) (571 ) (1,794 ) Unutilized (utilized) net operating losses (11,287 ) 9,809 9,747 Stock-based compensation 898 730 486 Research and development credits (3,135 ) (952 ) (1,416 ) Tax assets not benefited 4,732 1,322 1,926 Nondeductible warrant expense (5,703 ) (3,177 ) 790 Other 43 44 55 Total $ — $ (202 ) $ 202 |
Schedule of Significant Components of Net Deferred Tax Assets | The tax effects of temporary differences that give rise to significant components of the net deferred tax assets are as follows (in thousands): December 31, 2015 2014 Capitalized start-up costs $ 103 $ 128 Net operating loss carryforwards 47,725 33,049 Research and development credits 11,354 6,616 Deferred stock compensation 5,130 3,933 Deferred revenue 0 26,151 Other (accruals, reserves, depreciation) 359 1,019 Total deferred tax assets 64,671 70,896 Less: Valuation allowance (64,671 ) (70,896 ) Net deferred tax assets $ — $ — |
Schedule of Activity Related to Unrecognized Tax Benefits | The following table summarizes the activity related to the Company’s gross unrecognized tax benefits: (in thousands) 2015 2014 Gross unrecognized tax benefits at January 1, $ 1,100 $ 1,100 Gross increases (decreases) related to prior year tax positions — — Gross increases (decreases) related to current year tax positions — — Settlements — — Expiration of the statute of limitations for the assessment of taxes — — Gross unrecognized tax benefits at December 31, $ 1,100 $ 1,100 |
Quarterly Financial Data (Una30
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | The following table presents certain unaudited quarterly financial information for the eight quarters ended December 31, 2015. This information has been prepared on the same basis as the audited consolidated financial statements and includes all adjustments necessary to state fairly the unaudited quarterly results of operations. Net loss per common share, basic and diluted for the four quarters of each fiscal year, may not sum to the total for the fiscal year because of the different weighted average number of shares outstanding in each of the periods. 2015 First Quarter Second Quarter Third Quarter Fourth Quarter (in thousands, except per share data) Revenue $ 3,681 $ 3,680 $ 3,680 $ 65,874 Net income (loss) $ (11,154 ) $ (8,306 ) $ (6,431 ) $ 69,713 Net income (loss) per common share Basic $ (0.17 ) $ (0.12 ) $ (0.09 ) $ 0.98 Diluted $ (0.17 ) $ (0.12 ) $ (0.09 ) $ 0.86 2014 First Quarter Second Quarter Third Quarter Fourth Quarter (in thousands, except per share data) Revenue $ 3,681 $ 3,680 $ 3,680 $ 3,681 Net income (loss) $ (7,109 ) $ (766 ) $ (7,745 ) $ (5,964 ) Net income (loss) per common share Basic $ (0.12 ) $ (0.01 ) $ (0.13 ) $ (0.09 ) Diluted $ (0.14 ) $ (0.12 ) $ (0.15 ) $ (0.12 ) |
Summary of Significant Accoun31
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Millions | 12 Months Ended | 47 Months Ended |
Dec. 31, 2015USD ($)Segment | Dec. 31, 2015USD ($) | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||
Property and equipment, estimated useful lives | 3 years | |
Reportable segment | Segment | 1 | |
Leasehold Improvements | Minimum | ||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||
Property and equipment, estimated useful lives | 4 years | |
Leasehold Improvements | Maximum | ||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||
Property and equipment, estimated useful lives | 6 years | |
Merck KGaA | ||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||
Upfront and milestone payments received to date | $ | $ 110 | $ 110 |
Evofosfamide | Collaborative Arrangement Product Agreement | Merck KGaA | ||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||
Percentage share of eligible worldwide development expenses | 70.00% |
Net Income (Loss) Per Common 32
Net Income (Loss) Per Common Share - Reconciliation of Numerator and Denominator (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ 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 | |
Numerator: | |||||||||||
Net income (loss) - basic | $ 69,713 | $ (6,431) | $ (8,306) | $ (11,154) | $ (5,964) | $ (7,745) | $ (766) | $ (7,109) | $ 43,822 | $ (21,584) | $ (28,415) |
Less: noncash income from change in fair value of common stock warrants | 3,906 | 9,344 | |||||||||
Net income (loss) - diluted | $ 39,916 | $ (30,928) | $ (28,415) | ||||||||
Denominator: | |||||||||||
Weighted-average number of common shares outstanding | 70,242 | 60,335 | 57,832 | ||||||||
Dilutive effect of equity incentive awards | 1,873 | ||||||||||
Dilutive effect of warrants | 1,368 | 3,051 | |||||||||
Weighted-average common shares outstanding and dilutive potential common share-diluted | 73,483 | 63,386 | 57,832 | ||||||||
Net income (loss) per share: | |||||||||||
Basic | $ 0.98 | $ (0.09) | $ (0.12) | $ (0.17) | $ (0.09) | $ (0.13) | $ (0.01) | $ (0.12) | $ 0.62 | $ (0.36) | $ (0.49) |
Diluted | $ 0.86 | $ (0.09) | $ (0.12) | $ (0.17) | $ (0.12) | $ (0.15) | $ (0.12) | $ (0.14) | $ 0.54 | $ (0.49) | $ (0.49) |
Net Income (Loss) Per Common 33
Net Income (Loss) Per Common Share - Warrants, Options and Purchase Rights Excluded from Computation of Diluted Net Income (Loss) Per Share (Detail) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Warrants | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Shares issuable | 8,300 | 8,282 | |
Stock Options | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Shares issuable | 6,750 | 8,169 | 6,527 |
ESPP | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Shares issuable | 34 | 67 | 64 |
Collaboration Arrangements - Ad
Collaboration Arrangements - Additional Information (Detail) - Merck KGaA - USD ($) $ in Millions | 12 Months Ended | 47 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2015 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Upfront and milestone payments received to date | $ 110 | $ 110 | |||
Collaboration payments achieved and received | $ 42.5 | $ 67.5 | |||
Revenue recognized by the Company | 76.9 | $ 14.7 | 12.5 | ||
Company received a reimbursement for eligible worldwide development expenses | $ 11.6 | $ 21.9 | $ 16.5 | ||
Collaborative Arrangement Product Agreement | Evofosfamide | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Merck KGaA's percentage share of worldwide development expenses | 70.00% |
Fair Value Measurements and M35
Fair Value Measurements and Marketable Securities - Financial Assets at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | $ 48,510 | $ 58,577 |
Basis of Fair Value Measurements, Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 5,421 | 3,369 |
Basis of Fair Value Measurements, Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 43,089 | 55,208 |
Basis of Fair Value Measurements, Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 0 | 0 |
Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 5,421 | 3,369 |
Money Market Funds | Basis of Fair Value Measurements, Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 5,421 | 3,369 |
Money Market Funds | Basis of Fair Value Measurements, Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 0 | 0 |
Certificates of Deposit | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 696 | 2,505 |
Certificates of Deposit | Basis of Fair Value Measurements, Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 696 | 2,505 |
Certificates of Deposit | Basis of Fair Value Measurements, Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 0 | 0 |
Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 12,571 | 28,081 |
Corporate Debt Securities | Basis of Fair Value Measurements, Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 12,571 | 28,081 |
Corporate Debt Securities | Basis of Fair Value Measurements, Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 0 | 0 |
Government Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 21,769 | 19,123 |
Government Securities | Basis of Fair Value Measurements, Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 21,769 | 19,123 |
Government Securities | Basis of Fair Value Measurements, Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 0 | 0 |
Municipal Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 1,908 | |
Municipal Securities | Basis of Fair Value Measurements, Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 1,908 | |
Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 6,145 | 5,499 |
Commercial Paper | Basis of Fair Value Measurements, Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 6,145 | 5,499 |
Commercial Paper | Basis of Fair Value Measurements, Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | $ 0 | $ 0 |
Fair Value Measurements and M36
Fair Value Measurements and Marketable Securities - Summary of Company's Available-for-Sale Securities (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule Of Available For Sale Securities [Line Items] | ||
Cost Basis | $ 39,112 | $ 50,222 |
Unrealized Gain | 1 | 4 |
Unrealized Loss | (22) | (17) |
Fair Value | 39,091 | 50,209 |
Money Market Funds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cost Basis | 5,421 | 3,369 |
Unrealized Gain | 0 | 0 |
Unrealized Loss | 0 | 0 |
Fair Value | 5,421 | 3,369 |
Certificates of Deposit | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cost Basis | 696 | 2,505 |
Unrealized Gain | 0 | 0 |
Unrealized Loss | 0 | 0 |
Fair Value | 696 | 2,505 |
Corporate Debt Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cost Basis | 12,578 | 28,094 |
Unrealized Gain | 1 | 1 |
Unrealized Loss | (8) | (14) |
Fair Value | 12,571 | 28,081 |
Government Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cost Basis | 21,783 | 19,123 |
Unrealized Gain | 0 | 3 |
Unrealized Loss | (14) | (3) |
Fair Value | 21,769 | 19,123 |
Municipal Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cost Basis | 1,908 | |
Unrealized Gain | 0 | |
Unrealized Loss | 0 | |
Fair Value | 1,908 | |
Commercial Paper | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cost Basis | 6,145 | 5,499 |
Unrealized Gain | 0 | 0 |
Unrealized Loss | 0 | 0 |
Fair Value | 6,145 | 5,499 |
Marketable Securities Including Cash Equivalents | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cost Basis | 48,531 | 58,590 |
Unrealized Gain | 1 | 4 |
Unrealized Loss | (22) | (17) |
Fair Value | 48,510 | 58,577 |
Less Cash Equivalents | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cost Basis | (9,419) | (8,368) |
Unrealized Gain | 0 | 0 |
Unrealized Loss | 0 | 0 |
Fair Value | $ (9,419) | $ (8,368) |
Fair Value Measurements and M37
Fair Value Measurements and Marketable Securities - Additional Information (Detail) - USD ($) shares in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule Of Available For Sale Securities [Line Items] | |||
Recognized realized gains | $ 3,000 | $ 5,000 | |
Recognized realized losses | 0 | 0 | |
Realized gain or losses | $ 0 | ||
Realized gains and losses related to unrealized gains and losses in accumulated comprehensive income | $ 0 | $ 0 | |
Weighted average maturity for available for sale securities | 2 months 24 days | ||
Shares of common stock to be purchased with warrants | 12.1 | ||
Maximum | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Available for sale securities, longest maturity date | 2016-08 |
Fair Value Measurements and M38
Fair Value Measurements and Marketable Securities - Marketable Securities with Unrealized Losses (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Schedule Of Available For Sale Securities [Line Items] | |
Marketable securities, in loss position for less than twelve months, Fair Value | $ 26,990 |
Marketable securities, in loss position for less than twelve months, Unrealized Loss | (22) |
Government Securities | |
Schedule Of Available For Sale Securities [Line Items] | |
Marketable securities, in loss position for less than twelve months, Fair Value | 16,730 |
Marketable securities, in loss position for less than twelve months, Unrealized Loss | (14) |
Corporate Debt Securities | |
Schedule Of Available For Sale Securities [Line Items] | |
Marketable securities, in loss position for less than twelve months, Fair Value | 10,260 |
Marketable securities, in loss position for less than twelve months, Unrealized Loss | $ (8) |
Property and Equipment - Compon
Property and Equipment - Components of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment, Gross | $ 2,949 | $ 2,865 |
Less: Accumulated depreciation and amortization | (2,616) | (2,308) |
Total property and equipment, net | 333 | 557 |
Computer and Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, Gross | 532 | 479 |
Laboratory Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, Gross | 1,894 | 1,838 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, Gross | $ 523 | $ 548 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property Plant And Equipment [Abstract] | |||
Depreciation and amortization | $ 0.3 | $ 0.4 | $ 0.3 |
Balance Sheet Components - Comp
Balance Sheet Components - Components of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accrued Liabilities Current [Abstract] | ||
Payroll and employee related expenses | $ 593 | $ 2,808 |
Accrued severance benefits | 2,280 | |
Professional services | 163 | 331 |
Other accrued expenses | 233 | 41 |
Total accrued liabilities | $ 3,269 | $ 3,180 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Detail) $ in Millions | 1 Months Ended | 3 Months Ended |
Dec. 31, 2015Employee | Dec. 31, 2015USD ($) | |
Payables And Accruals [Abstract] | ||
Reduction of full-time employees | Employee | 40 | |
Severance benefits | $ 2.5 | |
Non-cash stock compensation expense | $ 0.2 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2015USD ($)ft² | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Other Commitments [Line Items] | |||
Rent expense | $ 700,000 | $ 800,000 | $ 600,000 |
Purchase commitments | $ 900,000 | ||
Non-cancelable Facility Sublease beginning October 1, 2011 [Member] | |||
Other Commitments [Line Items] | |||
Square feet of laboratory space and office space | ft² | 31,104 | ||
Lease agreement expiration date | Apr. 30, 2017 | ||
Aggregate rent over life of lease | $ 3,400,000 | ||
Security deposit for lease | $ 60,000 | ||
Non-cancelable Facility Sublease beginning December 1, 2013 [Member] | |||
Other Commitments [Line Items] | |||
Square feet of laboratory space and office space | ft² | 7,934 | ||
Lease agreement expiration date | Dec. 31, 2016 | ||
Aggregate rent over life of lease | $ 700,000 | ||
Lease termination date for office space | 2015-06 |
Commitments and Contingencies44
Commitments and Contingencies - Future Rental Payments under Noncancelable Operating Lease (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Leases [Abstract] | |
2,016 | $ 768 |
2,017 | 260 |
Total | $ 1,028 |
Stockholders' Equity (Deficit45
Stockholders' Equity (Deficit) - Additional Information (Detail) - USD ($) | Jan. 21, 2016 | Feb. 18, 2015 | Aug. 01, 2014 | Mar. 16, 2011 | Oct. 05, 2009 | Feb. 28, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 02, 2015 |
Class Of Warrant Or Right [Line Items] | ||||||||||
Aggregate offering price of common stock which the Company may issue and sell | $ 30,000,000 | $ 50,000,000 | ||||||||
Proceeds from issuance of common stock and warrants, net of offering expenses | $ 28,100,000 | $ 0 | $ 28,883,000 | $ 5,520,000 | $ 2,392,000 | |||||
Aggregate commission rate on gross proceeds | 3.00% | |||||||||
Common stock sold, shares | 8,300,000 | |||||||||
Warrants to purchase shares of common stock | 8,300,000 | |||||||||
Initial exercise price of the warrants | $ 10.86 | |||||||||
Term of warrant | 5 years | |||||||||
Common stock sold, shares | 71,462,059 | 62,898,233 | ||||||||
Reclassification of fair value from liability to permanent equity (deficit) of warrants exercised | $ 17,000 | $ 10,116,000 | $ 11,462,000 | |||||||
Shares of common stock to be purchased with warrants | 12,100,000 | |||||||||
Warrants | ||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||
Warrants exercised on a cashless basis | 2,106,792 | 2,367,636 | ||||||||
Net proceeds from warrants exercised | $ 4,800,000 | $ 1,900,000 | ||||||||
Common stock shares issued for cashless conversion of warrants | 1,108,582 | 1,555,043 | ||||||||
Reclassification of fair value from liability to permanent equity (deficit) of warrants exercised | $ 10,100,000 | $ 11,500,000 | ||||||||
Warrants exercised on cash basis | 2,328,766 | 933,475 | ||||||||
March 2011 Offering | ||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||
Proceeds from issuance of common stock and warrants, net of offering expenses | $ 27,800,000 | |||||||||
Common stock sold, shares | 14,313,081 | |||||||||
Common stock sold, price per share | $ 2.05 | |||||||||
Warrants exercisable, price per unit of warrant | $ 0.05 | |||||||||
Warrants issued | 5,725,227 | |||||||||
Gross proceed from sale of common stock | $ 30,100,000 | |||||||||
Term of Warrants | 5 years | |||||||||
Warrant exercise price | $ 2.46 | |||||||||
Shares of common stock to be purchased with warrants | 3,836,165 | 3,846,165 | ||||||||
October 2009 Offering | ||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||
Proceeds from issuance of common stock and warrants, net of offering expenses | $ 33,100,000 | |||||||||
Common stock sold, shares | 18,324,599 | |||||||||
Common stock sold, price per share | $ 1.86 | |||||||||
Warrants exercisable, price per unit of warrant | $ 0.05 | |||||||||
Warrants issued | 7,329,819 | |||||||||
Gross proceed from sale of common stock | $ 35,000,000 | |||||||||
Term of Warrants | 5 years | |||||||||
Warrant exercise price | $ 2.05 | |||||||||
October 2009 Offering | Warrants | ||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||
Change in fair value of common stock warrants | $ 1,300,000 | $ 600,000 | ||||||||
October 2009 Offering | Scenario Previously Reported | ||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||
Warrant exercise price | $ 2.23 | |||||||||
August 2008 Offering | Warrants | ||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||
Change in fair value of common stock warrants | 2,400,000 | |||||||||
March 2011 Warrants | Warrants | ||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||
Change in fair value of common stock warrants | $ 3,900,000 | $ 8,000,000 | $ 500,000 | |||||||
February 2015 Warrants | ||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||
Warrant exercise price | $ 10.86 | $ 10.86 | ||||||||
Shares of common stock to be purchased with warrants | 8,300,000 | 8,300,000 | ||||||||
February 2015 Warrants | Warrants | ||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||
Change in fair value of common stock warrants | $ 12,900,000 | |||||||||
Subsequent Event | ||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||
Exercise price of warrants adjusted | $ 3.62 | |||||||||
Minimum exercise price of warrants after adjustment date | 3.62 | |||||||||
Maximum exercise price of warrants after adjustment date | 10.86 | |||||||||
Company can force exercise of warrant if 20 day VWAP price exceeds | $ 18 |
Stockholders' Equity (Deficit46
Stockholders' Equity (Deficit) - Outstanding Warrants Valuation Assumption (Detail) - $ / shares | Feb. 18, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Feb. 28, 2015 |
March 2011 Warrants | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||
Risk-free interest rate | 0.16% | 0.67% | ||
Expected life (in years) | 2 months 16 days | 1 year 2 months 16 days | ||
Dividend yield | 0.00% | 0.00% | ||
Volatility | 179.00% | 49.00% | ||
Stock price | $ 0.48 | $ 3.18 | ||
February 2015 Warrants | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||||
Risk-free interest rate | 1.52% | 1.76% | ||
Expected life (in years) | 5 years | 4 years 1 month 21 days | ||
Dividend yield | 0.00% | 0.00% | ||
Volatility | 50.00% | 112.00% | ||
Stock price | $ 0.48 | $ 4.26 |
Stockholders' Equity (Deficit47
Stockholders' Equity (Deficit) - Financial Liabilities Subject to Fair Value Measurements (Detail) - Warrants - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||
Financial liabilities subject to fair value measurements | $ 1,864 | |
Basis of Fair Value Measurements, Level 3 | ||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||
Financial liabilities subject to fair value measurements | 1,864 | |
March 2011 Warrants | ||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||
Financial liabilities subject to fair value measurements | 38 | $ 3,961 |
March 2011 Warrants | Basis of Fair Value Measurements, Level 3 | ||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||
Financial liabilities subject to fair value measurements | 38 | $ 3,961 |
February 2015 Warrants | ||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||
Financial liabilities subject to fair value measurements | 1,826 | |
February 2015 Warrants | Basis of Fair Value Measurements, Level 3 | ||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||
Financial liabilities subject to fair value measurements | $ 1,826 |
Stockholders' Equity (Deficit48
Stockholders' Equity (Deficit) - Reconciliation of Warrant Liability Measured at Fair Value (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Equity [Abstract] | |||
Beginning Balance | $ 3,961 | $ 23,421 | $ 32,558 |
Initial fair value of common stock warrant related to February 2015 offering | 14,693 | ||
Exercise of warrants | (17) | (10,116) | (11,462) |
Change in common stock warrant value | (16,773) | (9,344) | 2,325 |
Ending Balance | $ 1,864 | $ 3,961 | $ 23,421 |
Equity Incentive Plans and St49
Equity Incentive Plans and Stock Based Compensation - Additional Information (Detail) - USD ($) | May. 15, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Additional shares authorized for issuance | 7,250,000 | 1,250,000 | |||
Aggregate intrinsic value of options outstanding | $ 0 | ||||
Aggregate intrinsic value of options exercisable | $ 0 | ||||
Options vested and expected to vest | 9,000,000 | ||||
Aggregate intrinsic value of options vested and expected to vest | $ 0 | ||||
Weighted average remaining contractual life of options vested and expected to vest | 5 years 9 months 18 days | ||||
Weighted average exercise price of options vested and expected to vest | $ 3.77 | ||||
Total intrinsic value of stock options exercised | $ 300,000 | $ 200,000 | $ 500,000 | ||
Cash received from stock option exercises | 400,000 | 100,000 | 100,000 | ||
Tax benefit realized upon exercise of option | $ 0 | $ 0 | $ 0 | ||
Offering period | 24 months | ||||
Purchase period | 6 months | ||||
Discount available to eligible employees related to employee stock purchase plan | 85.00% | ||||
Remaining shares available for issuance | 3,460,540 | 4,423,493 | 175,236 | 498,411 | |
Stock-based compensation expense | $ 6,801,000 | $ 5,488,000 | $ 4,922,000 | ||
Unrecognized compensation cost related to unvested stock-based awards granted to employees under the stock option plans | $ 6,500,000 | ||||
Unrecognized compensation cost related to unvested stock-based awards granted to employees under the stock option plans, period for recognition | 2 years 4 months 24 days | ||||
Non-employee stock-based compensation expense | $ 100,000 | $ 100,000 | $ 100,000 | ||
2004 Equity Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Additional shares authorized for issuance | 1,250,000 | ||||
Percentage of fair market value | 100.00% | ||||
Terms of stock options granted | 10 years | ||||
Terms of stock options vested | 4 years | ||||
2014 Equity Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Additional shares authorized for issuance | 6,626,157 | ||||
Percentage of fair market value | 100.00% | ||||
Terms of stock options granted | 10 years | ||||
Terms of stock options vested | 4 years | ||||
Shares authorized for issuance | 6,000,000 | ||||
2004 Employee Stock Purchase Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Additional shares authorized for issuance | 100,000 | 100,000 | |||
Plan participants purchased shares | 154,067 | 154,992 | |||
Average purchase price under 2004 Employee Stock Purchase Plan | $ 3.49 | $ 3.74 | |||
Remaining shares available for issuance | 126,837 |
Equity Incentive Plans and St50
Equity Incentive Plans and Stock Based Compensation - Stock Option Activity Under Equity Incentive Plan (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Shares Available for Grant, Beginning Balance | 4,423,493 | 175,236 | 498,411 |
Shares Available for Grant, Additional shares reserved | 7,250,000 | 1,250,000 | |
Shares Available for Grant, Shares expired | (1,286,025) | ||
Shares Available for Grant, Options granted | (2,290,500) | (1,895,250) | (1,663,500) |
Shares Available for Grant, Options canceled | 1,327,547 | 179,532 | 90,325 |
Shares Available for Grant, Ending Balance | 3,460,540 | 4,423,493 | 175,236 |
Number of Shares, Beginning Balance | 8,168,942 | 6,526,506 | 5,098,972 |
Number of Shares, Granted | 2,290,500 | 1,895,250 | 1,663,500 |
Number of Shares, Exercised | (99,759) | (73,282) | (145,641) |
Number of shares, Canceled | (1,327,547) | (179,532) | (90,325) |
Number of Shares, Ending Balance | 9,032,136 | 8,168,942 | 6,526,506 |
Weighted Average Exercise Price, Beginning Balance | $ 3.69 | $ 3.66 | $ 3.18 |
Weighted Average Exercise Price, Granted | 4.36 | 3.78 | 5.10 |
Weighted Average Exercise Price, Exercised | 1.75 | 1.43 | 1.56 |
Weighted Average Exercise Price, Canceled | 4.39 | 4.63 | 6.49 |
Weighted Average Exercise Price, Ending Balance | 3.77 | 3.69 | 3.66 |
Minimum | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Weighted Average Exercise Price, Beginning Balance | 0.42 | 0.42 | 0.42 |
Weighted Average Exercise Price, Granted | 0.48 | 2.91 | 4.45 |
Weighted Average Exercise Price, Exercised | 0.79 | 0.64 | 0.79 |
Weighted Average Exercise Price, Canceled | 1.30 | 1.64 | 1.44 |
Weighted Average Exercise Price, Ending Balance | 0.42 | 0.42 | 0.42 |
Maximum | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Weighted Average Exercise Price, Beginning Balance | 7.75 | 7.75 | 3.18 |
Weighted Average Exercise Price, Granted | 5.06 | 4.99 | 5.58 |
Weighted Average Exercise Price, Exercised | 4.90 | 4.90 | 3.46 |
Weighted Average Exercise Price, Canceled | 7.75 | 6.18 | 7.75 |
Weighted Average Exercise Price, Ending Balance | $ 7.75 | $ 7.75 | $ 7.75 |
Equity Incentive Plans and St51
Equity Incentive Plans and Stock Based Compensation - Stock Options Outstanding and Exercisable by Exercise Price (Detail) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
$0.42-1.38 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower Limit | $ 0.42 |
Range of Exercise Prices, Upper Limit | $ 1.38 |
Options Outstanding, Number Outstanding | shares | 534,650 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 2 years 2 months 12 days |
Options Outstanding, Weighted Average Exercise Price | $ 1.10 |
Options Exercisable, Number Exercisable | shares | 522,650 |
Options Exercisable, Weighted Average Exercise Price | $ 1.11 |
$1.44-1.44 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower Limit | 1.44 |
Range of Exercise Prices, Upper Limit | $ 1.44 |
Options Outstanding, Number Outstanding | shares | 1,331,064 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 4 years 4 days |
Options Outstanding, Weighted Average Exercise Price | $ 1.44 |
Options Exercisable, Number Exercisable | shares | 1,331,064 |
Options Exercisable, Weighted Average Exercise Price | $ 1.44 |
$1.49-3.46 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower Limit | 1.49 |
Range of Exercise Prices, Upper Limit | $ 3.46 |
Options Outstanding, Number Outstanding | shares | 1,428,718 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 4 years 5 months 27 days |
Options Outstanding, Weighted Average Exercise Price | $ 1.97 |
Options Exercisable, Number Exercisable | shares | 1,397,258 |
Options Exercisable, Weighted Average Exercise Price | $ 1.94 |
$3.62-3.62 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower Limit | 3.62 |
Range of Exercise Prices, Upper Limit | $ 3.62 |
Options Outstanding, Number Outstanding | shares | 1,164,013 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 7 years 4 months 13 days |
Options Outstanding, Weighted Average Exercise Price | $ 3.62 |
Options Exercisable, Number Exercisable | shares | 641,099 |
Options Exercisable, Weighted Average Exercise Price | $ 3.62 |
$3.87-5.06 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower Limit | 3.87 |
Range of Exercise Prices, Upper Limit | $ 5.06 |
Options Outstanding, Number Outstanding | shares | 2,011,782 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 8 years 11 days |
Options Outstanding, Weighted Average Exercise Price | $ 4.46 |
Options Exercisable, Number Exercisable | shares | 766,498 |
Options Exercisable, Weighted Average Exercise Price | $ 4.52 |
$5.09-7.75 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower Limit | 5.09 |
Range of Exercise Prices, Upper Limit | $ 7.75 |
Options Outstanding, Number Outstanding | shares | 2,561,909 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 5 years 6 months |
Options Outstanding, Weighted Average Exercise Price | $ 6.09 |
Options Exercisable, Number Exercisable | shares | 2,225,216 |
Options Exercisable, Weighted Average Exercise Price | $ 6.17 |
$0.42-7.75 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower Limit | 0.42 |
Range of Exercise Prices, Upper Limit | $ 7.75 |
Options Outstanding, Number Outstanding | shares | 9,032,136 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 5 years 9 months 15 days |
Options Outstanding, Weighted Average Exercise Price | $ 3.77 |
Options Exercisable, Number Exercisable | shares | 6,883,785 |
Options Exercisable, Weighted Average Exercise Price | $ 3.59 |
Equity Incentive Plans and St52
Equity Incentive Plans and Stock Based Compensation - Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 6,801 | $ 5,488 | $ 4,922 |
Research and Development | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 4,090 | 3,123 | 2,562 |
General and Administrative | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 2,711 | $ 2,365 | $ 2,360 |
Equity Incentive Plans and St53
Equity Incentive Plans and Stock Based Compensation - Weighted-Average Fair Value Valuation Assumptions (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Employee Stock Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate | 1.70% | 1.83% | 1.14% |
Expected life (in years) | 5 years 11 months 27 days | 5 years 11 months 23 days | 5 years 11 months 19 days |
Volatility | 83.00% | 94.00% | 101.00% |
Weighted-average fair value of stock options granted | $ 3.06 | $ 2.89 | $ 4.04 |
Employee Stock Purchase Plan (ESPP) | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate | 0.39% | 0.20% | 0.19% |
Expected life (in years) | 1 year 2 months 27 days | 1 year 2 months 27 days | 1 year 3 months |
Volatility | 50.00% | 49.00% | 77.00% |
Weighted-average fair value of ESPP purchase rights | $ 1.58 | $ 1.60 | $ 2.27 |
Equity Incentive Plans and St54
Equity Incentive Plans and Stock Based Compensation - Assumptions of Equity-Based Payments to Non-Employees (Detail) - Non-employee Stock-based Compensation Expense | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate | 2.14% | 2.52% | 2.51% |
Expected life (in years) | 10 years | 10 years | 10 years |
Expected volatility | 103.00% | 97.00% | 100.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes Disclosure [Line Items] | |||
Income tax (benefit) provision | $ 0 | $ (202,000) | $ 202,000 |
NOL DTA related to excess benefits from stock option exercises | 500,000 | ||
Increase (decrease) in valuation allowance | (6,200,000) | 7,800,000 | $ 11,600,000 |
Accrued interest or penalties | 0 | $ 0 | |
Federal [Member] | |||
Income Taxes Disclosure [Line Items] | |||
Federal and State net operating loss carryforwards | $ 124,000,000 | ||
Year net operating loss carryforwards begin to expire | 2,021 | ||
Research and development credits | $ 8,400,000 | ||
Year research and development credits begin to expire | 2,022 | ||
State [Member] | |||
Income Taxes Disclosure [Line Items] | |||
Federal and State net operating loss carryforwards | $ 95,000,000 | ||
Year net operating loss carryforwards begin to expire | 2,016 | ||
Research and development credits | $ 5,500,000 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Income Taxes at Statutory Federal Income Tax Rate to Net Income Taxes (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal taxes (benefit) at statutory rate | $ 14,900,000 | $ (7,407,000) | $ (9,592,000) |
State federal income tax benefit | (448,000) | (571,000) | (1,794,000) |
Unutilized (utilized) net operating losses | (11,287,000) | 9,809,000 | 9,747,000 |
Stock-based compensation | 898,000 | 730,000 | 486,000 |
Research and development credits | (3,135,000) | (952,000) | (1,416,000) |
Tax assets not benefited | 4,732,000 | 1,322,000 | 1,926,000 |
Nondeductible warrant expense | (5,703,000) | (3,177,000) | 790,000 |
Other | 43,000 | 44,000 | 55,000 |
Total | $ 0 | $ (202,000) | $ 202,000 |
Income Taxes - Schedule of Sign
Income Taxes - Schedule of Significant Components of Net Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Capitalized start-up costs | $ 103 | $ 128 |
Net operating loss carryforwards | 47,725 | 33,049 |
Research and development credits | 11,354 | 6,616 |
Deferred stock compensation | 5,130 | 3,933 |
Deferred revenue | 0 | 26,151 |
Other (accruals, reserves, depreciation) | 359 | 1,019 |
Total deferred tax assets | 64,671 | 70,896 |
Less: Valuation allowance | $ (64,671) | $ (70,896) |
Income Taxes - Schedule of Acti
Income Taxes - Schedule of Activity Related to Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Gross unrecognized tax benefits at January 1, | $ 1,100 | $ 1,100 |
Gross increases (decreases) related to prior year tax positions | 0 | 0 |
Gross increases (decreases) related to current year tax positions | 0 | 0 |
Settlements | 0 | 0 |
Expiration of the statute of limitations for the assessment of taxes | 0 | 0 |
Gross unrecognized tax benefits at December 31, | $ 1,100 | $ 1,100 |
Quarterly Financial Data - Sche
Quarterly Financial Data - Schedule of Quarterly Financial Information (Detail) - 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 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 65,874 | $ 3,680 | $ 3,680 | $ 3,681 | $ 3,681 | $ 3,680 | $ 3,680 | $ 3,681 | $ 76,915 | $ 14,722 | $ 12,495 |
Net income (loss) | $ 69,713 | $ (6,431) | $ (8,306) | $ (11,154) | $ (5,964) | $ (7,745) | $ (766) | $ (7,109) | $ 43,822 | $ (21,584) | $ (28,415) |
Net income (loss) per common share | |||||||||||
Basic | $ 0.98 | $ (0.09) | $ (0.12) | $ (0.17) | $ (0.09) | $ (0.13) | $ (0.01) | $ (0.12) | $ 0.62 | $ (0.36) | $ (0.49) |
Diluted | $ 0.86 | $ (0.09) | $ (0.12) | $ (0.17) | $ (0.12) | $ (0.15) | $ (0.12) | $ (0.14) | $ 0.54 | $ (0.49) | $ (0.49) |