Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2014 |
Use of Estimates in the Preparation of Financial Statements | ' |
(a) | Use of Estimates in the Preparation of Financial Statements | | | | | | | | | | | | | | | | | | | | | | |
The preparation of the financial statements in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP, requires our management to make estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates in the accompanying financial statements relate to the estimated useful lives of property and equipment; the terms of performance under collaboration agreements; the estimated fair values of warrants for redeemable, convertible preferred stock; and the estimated fair values of share-based awards, including the estimated fair value of the underlying common stock. |
Unaudited Interim Financial Data | ' |
(b) | Unaudited Interim Financial Data | | | | | | | | | | | | | | | | | | | | | | |
The accompanying condensed balance sheet as of June 30, 2014, condensed statements of operations and comprehensive income and loss for the three months ended and the six months ended June 30, 2013 and 2014 and condensed statements of cash flows for the six months ended June 30, 2013 and 2014 are unaudited. The unaudited interim financial statements have been prepared on a basis consistent with the audited financial statements and, in the opinion of management, reflect all adjustments (consisting of normal recurring adjustments) considered necessary to state fairly our financial position as of June 30, 2014 and the results of operations for the three and six months ended June 30, 2013 and 2014 and cash flows for the six months ended June 30, 2014. The financial data and other information disclosed in these notes to the financial statements related to the three and six months ended June 30, 2013 and 2014 are unaudited. The results for the three months and six months ended June 30, 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2014 or for any other interim period. These unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2013 included in our Prospectus filed on July 2, 2014 with the United States Securities and Exchange Commission, or the SEC, pursuant to Rule 424(b)(4). |
Reverse Stock Split | ' |
(c) | Reverse Stock Split | | | | | | | | | | | | | | | | | | | | | | |
On April 25, 2014, we affected a 1-for-4.3 reverse stock split of our common stock after approval by our stockholders. In connection with the reverse stock split, we filed a Certificate of Amendment of our Restated Certificate of Incorporation with the Secretary of State of Delaware on April 25, 2014 affecting the reverse stock split. This reverse stock split has been reflected retroactively for all periods presented in the financial statements. |
Accrued bLiabilities | ' |
(d) | Accrued Liabilities | | | | | | | | | | | | | | | | | | | | | | |
We make estimates of our accrued expenses by identifying services that have been performed on our behalf and estimating the level of service performed and the associated cost incurred for the service when it has not yet been invoiced or otherwise notified of actual cost. The majority of our service providers invoice us monthly in arrears for services performed. Examples of estimated accrued expenses include: |
· | fees owed to contract research organizations in connection with preclinical and toxicology studies and clinical trials; | | | | | | | | | | | | | | | | | | | | | | |
· | fees owed to investigative sites in connection with clinical trials; | | | | | | | | | | | | | | | | | | | | | | |
· | fees owed to contract manufacturers in connection with the production of clinical trial materials; | | | | | | | | | | | | | | | | | | | | | | |
· | fees owed for professional services; | | | | | | | | | | | | | | | | | | | | | | |
· | property taxes; and | | | | | | | | | | | | | | | | | | | | | | |
· | unpaid salaries, wages, and benefits. | | | | | | | | | | | | | | | | | | | | | | |
Accrued liabilities consisted of the following as of: |
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| December 31, | | | June 30, | | | | | | | | | | | | | | | | | |
2013 | 2014 | | | | | | | | | | | | | | | | |
Accrued compensation | $ | 278,108 | | | | 288,672 | | | | | | | | | | | | | | | | | |
Accrued clinical trial holdbacks | | 126,455 | | | | 107,196 | | | | | | | | | | | | | | | | | |
Income taxes | | 115,765 | | | — | | | | | | | | | | | | | | | | | |
Other | | 400,634 | | | | 659,025 | | | | | | | | | | | | | | | | | |
Total Accrued Liabilities | $ | 920,962 | | | | 1,054,893 | | | | | | | | | | | | | | | | | |
As of December 31, 2013 and June 30, 2014, accrued liabilities included $126,455 and $107,196 respectively, of holdbacks representing five percent of payments due to entities conducting clinical trials for patient-related fees. The holdbacks will be paid upon completion of the studies and when all data has been received and validated by us. |
Net Loss Per Share | ' |
(e) | Net Loss per Share | | | | | | | | | | | | | | | | | | | | | | |
Basic net loss per share is computed by dividing net loss applicable to common stockholders for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share reflects the additional dilution from potential issuances of common stock, such as stock issuable pursuant to the exercise of stock options and warrants. The treasury stock method is used to calculate the potential dilutive effect of these common stock equivalents. Potentially dilutive shares are excluded from the computation of diluted net loss per share when their effect is anti-dilutive. In the periods with net losses, all potentially dilutive securities were anti-dilutive and therefore have been excluded from the computation of diluted net loss per share. |
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| Three Months Ended June 30, | | | Six Months Ended June 30, | | | | | | | | | |
| 2013 | | | 2014 | | | 2013 | | | 2014 | | | | | | | | | |
Historical net loss per share: | | | | | | | | | | | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | | | | | | | | | | | |
Net loss attributable to GlobeImmune, Inc. common stockholders | | (2,140,577 | ) | | | (9,151,511 | ) | | | (6,913,434 | ) | | | (15,033,635 | ) | | | | | | | | |
Denominator: | | | | | | | | | | | | | | | | | | | | | | | |
Weighted-average common shares used in computing | | 92,430 | | | | 98,067 | | | | 92,430 | | | | 95,622 | | | | | | | | | |
net loss per share of common stock - basic and diluted | | | | | | | | |
Net loss per share of common stock attributable to | | (23.16 | ) | | | (93.32 | ) | | | (74.80 | ) | | | (157.22 | ) | | | | | | | | |
GlobeImmune, Inc. stockholders - basic and | | | | | | | | |
diluted | | | | | | | | |
Pro forma net income per share: | | | | | | | | | | | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | | | | | | | | | | | |
Net loss attributable to GlobeImmune, Inc. common stockholders | | | | | $ | (9,151,511 | ) | | | | | | $ | (15,033,635 | ) | | | | | | | | |
Deduct: income on change in fair value of warrant | | | | | | 2,150,491 | | | | | | | | 1,903,446 | | | | | | | | | |
liability | | | | | | | | |
Add back: interest expense on convertible | | | | | (* | ) | | | | | | (* | ) | | | | | | | | |
promissory notes | | | | | | | | |
Add back: Preferred stock dividends and accretion | | | | | | 3,437,556 | | | | | | | | 6,875,108 | | | | | | | | | |
of offering costs to redemption value | | | | | | | | |
Net income used in computing pro forma net income | | | | | $ | (3,563,464 | ) | | | | | | $ | (6,255,081 | ) | | | | | | | | |
per share of common stock attributable to | | | | | | | | |
GlobeImmune, Inc. stockholders - diluted | | | | | | | | |
Denominator: | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted weighted-average common shares, as | | | | | | 98,067 | | | | | | | | 95,622 | | | | | | | | | |
used above | | | | | | | | |
Add back: pro forma adjustment to reflect weighted- | | | | | | 2,757,825 | | | | | | | | 2,757,825 | | | | | | | | | |
average of assumed conversion of convertible | | | | | | | | |
preferred stock (1) | | | | | | | | |
Add back: pro forma adjustment to reflect weighted- | | | | | (* | ) | | | | | | (* | ) | | | | | | | | |
average convertible promissory note on an if- | | | | | | | | |
converted basis | | | | | | | | |
Add back: incremental stock options on a treasury | | | | | (* | ) | | | | | | (* | ) | | | | | | | | |
stock method | | | | | | | | |
Weighted-average shares used in computing pro forma | | | | | | 2,855,892 | | | | | | | | 2,853,447 | | | | | | | | | |
diluted net income per common share | | | | | | | | |
Pro forma net income per share of common stock | | | | | $ | (1.25 | ) | | | | | | $ | (2.19 | ) | | | | | | | | |
attributable to GlobeImmune, Inc. stockholders - | | | | | | | | |
diluted | | | | | | | | |
(*) | Balance and shares were excluded for the three and six months ended June 30, 2014 calculation as they were anti-dilutive. | | | | | | | | | | | | | | | | | | | | | | |
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-1 | The pro forma net income per share reflects the assumed conversion of all outstanding shares of redeemable, convertible preferred stock as of June 30, 2014 into 2,757,825 shares of common stock. This conversion occurred upon the closing of our initial public offering. The numerator in the pro forma diluted net income per share calculation has been adjusted to remove the preferred stock dividends and accretion of offering costs to redemption value as this charge was eliminated upon the conversion of all outstanding shares of redeemable, convertible preferred stock upon receipt of the consent of a majority of our preferred stockholders. In addition, the numerator in the pro forma diluted net income per share calculation has been adjusted for income resulting from remeasurement of the preferred stock warrant liability as these measurements were no longer required when the preferred stock warrants became warrants to purchase shares of our common stock upon the closing of our initial public offering. | | | | | | | | | | | | | | | | | | | | | | |
Recently Issued Accounting Standards | ' |
(f) | Recently Issued Accounting Standards | | | | | | | | | | | | | | | | | | | | | | |
On May 28, 2014, the Financial Accounting Standards Board, or FASB, issued the Accounting Standards Update, or ASU, No. 2014-09, Revenue from Contracts with Customers (Topic 606), that will supersede nearly all existing revenue recognition guidance under U.S. GAAP. This guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The guidance will replace most existing revenue recognition guidance when it becomes effective. The standard will be effective for us for annual and interim periods beginning after December 15, 2016, and early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect that this new guidance will have on our consolidated financial statements and related disclosures. We have not selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting. |
Fair Value Measurements | ' |
(g) | Fair Value Measurements | | | | | | | | | | | | | | | | | | | | | | |
The carrying amounts of financial instruments, including cash and cash equivalents, accrued compensation, accrued clinical holdbacks and accounts payable, approximate fair value due to their short-term maturities. The carrying amount of the convertible note payable approximates its fair value as its terms are comparable to what would be included in similar debt instruments. |
We account for our preferred stock warrants pursuant to ASC Topic 480, Distinguishing Liabilities from Equity, and classify warrants for redeemable preferred stock as liabilities. The warrants are reported as short-term or long-term liabilities, depending on their remaining term, at their estimated fair value at December 31, 2013 and June 30, 2014, and any changes in fair value are reflected in changes in value of warrants. |
The fair value of all the outstanding warrants at December 31, 2013 and June 30, 2014 was $1,564,941 and $7,118,054, respectively. |
In general, asset and liability fair values are determined using the following categories: |
Level 1– inputs utilize quoted prices in active markets for identical assets or liabilities. |
Level 2– inputs include quoted prices for similar assets or liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. |
Level 3– inputs are unobservable inputs and include situations where there is little, if any, market activity for the balance sheet items at period end. Pricing inputs are unobservable for the terms and are based on our own assumptions about the assumptions that a market participant would use. |
Our financial instruments, including money market investments, warrants, and put options are measured at fair value on a recurring basis. The carrying amount of money market investments as of December 31, 2013 and June 30, 2014 approximates fair value based on quoted prices in active markets, or Level 1 inputs. The carrying amount of outstanding warrants and put options as of December 31, 2013 and June 30, 2014 approximates fair value based on unobservable inputs, or Level 3 inputs, using assumptions made by us, including pricing, volatility, and expected term. There were no transfers between levels for the year ended December 31, 2013 and the three and six months ended June 30, 2014. |
Assets and liabilities measured at fair value on a recurring basis consisted of the following types of instruments as of December 31, 2013 and June 30, 2014: |
|
Description | December 31, | | | Quoted | | | Significant | | | June 30, | | | Quoted | | | Significant | |
2013 | prices in | unobservable | 2014 | prices in | unobservable |
| active | inputs | | active | inputs |
| markets for | (Level 3) | | markets for | (Level 3) |
| identical | | | identical | |
| assets | | | assets | |
| (Level 1) | | | (Level 1) | |
Assets measured at fair value: | | | | | | | | | | | | | | | | | | | | | | | |
Money market investments (included in | | 20,672 | | | | 20,672 | | | | — | | | | 20,422 | | | | 20,422 | | | | — | |
cash and cash equivalents) |
Liabilities measured at fair value: | | | | | | | | | | | | | | | | | | | | | | | |
Warrants (included in fair value of | | 1,564,941 | | | | — | | | | 1,564,941 | | | | 7,118,054 | | | | — | | | | 7,118,054 | |
warrants) |
Put and call options (included in fair | | 101,222 | | | | — | | | | 101,222 | | | | 3,449,866 | | | | — | | | | 3,449,866 | |
value of put and call options and |
other long-term liabilities) |
|
A reconciliation of the beginning and ending balances of our assets and liabilities measured at fair value using significant unobservable, or Level 3, inputs is as follows: |
|
| Warrants | | | Put and call options | | | | | | | | | | | | | | | | | |
Balance of liability at December 31, 2013 | $ | (1,564,941 | ) | | | (101,222 | ) | | | | | | | | | | | | | | | | |
Issuance of warrants in connection with | | (5,331,175 | ) | | — | | | | | | | | | | | | | | | | | |
convertible promissory notes | | | | | | | | | | | | | | | | |
Issuance of put and call options in | — | | | | (1,667,136 | ) | | | | | | | | | | | | | | | | |
connection with convertible | | | | | | | | | | | | | | | | |
promissory notes | | | | | | | | | | | | | | | | |
Income (loss) included in net loss: | | | | | | | | | | | | | | | | | | | | | | | |
Loss due to change in fair value | | (221,938 | ) | | | (1,681,508 | ) | | | | | | | | | | | | | | | | |
Balance of liability at June 30, 2014 | $ | (7,118,054 | ) | | | (3,449,866 | ) | | | | | | | | | | | | | | | | |
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Gains (losses) included in net income and loss for the six months ended June 30, 2014 are reported in change in value of warrants. |