Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 5-May-15 | |
Document and Entity Information | ||
Entity Registrant Name | GTX INC /DE/ | |
Entity Central Index Key | 1260990 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 140,374,112 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 |
CONDENSED_BALANCE_SHEETS
CONDENSED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $14,163 | $17,880 |
Short-term investments | 30,437 | 31,415 |
Prepaid expenses and other current assets | 743 | 856 |
Total current assets | 45,343 | 50,151 |
Property and equipment, net | 16 | 29 |
Intangible and other assets, net | 423 | 471 |
Total assets | 45,782 | 50,651 |
Current liabilities: | ||
Accounts payable | 438 | 512 |
Warrant liability | 27,782 | 30,430 |
Accrued expenses and other current liabilities | 1,647 | 1,850 |
Total current liabilities | 29,867 | 32,792 |
Other long-term liabilities | 20 | 30 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, $0.001 par value: 200,000,000 shares authorized at March 31, 2015 and December 31, 2014; 140,374,112 and 140,325,643 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively | 140 | 140 |
Additional paid-in capital | 512,910 | 512,460 |
Accumulated deficit | -497,155 | -494,771 |
Total stockholders' equity | 15,895 | 17,829 |
Total liabilities and stockholders' equity | $45,782 | $50,651 |
CONDENSED_BALANCE_SHEETS_Paren
CONDENSED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
CONDENSED BALANCE SHEETS | ||
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 140,374,112 | 140,325,643 |
Common stock, shares outstanding | 140,374,112 | 140,325,643 |
CONDENSED_STATEMENTS_OF_OPERAT
CONDENSED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Expenses: | ||
Research and development expenses | $2,948 | $6,360 |
General and administrative expenses | 2,111 | 2,629 |
Total expenses | 5,059 | 8,989 |
Loss from operations | -5,059 | -8,989 |
Other income, net | 27 | 2 |
Gain on change in fair value of warrant liability | 2,648 | |
Net loss | ($2,384) | ($8,987) |
Net loss per share - basic and diluted: | ||
Net loss per share - basic and diluted (in dollars per share) | ($0.02) | ($0.14) |
Weighted average shares outstanding: | ||
Basic and diluted (in shares) | 140,335,875 | 66,512,069 |
CONDENSED_STATEMENTS_OF_CASH_F
CONDENSED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flows from operating activities: | ||
Net loss | ($2,384) | ($8,987) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Gain on change in fair value of warrant liability | -2,648 | |
Depreciation and amortization | 17 | 33 |
Share-based compensation | 419 | 2,215 |
Directors' deferred compensation | 31 | 32 |
Changes in assets and liabilities: | ||
Prepaid expenses and other assets | 157 | -1,169 |
Accounts payable | -74 | -189 |
Accrued expenses and other liabilities | -213 | -22 |
Net cash used in operating activities | -4,695 | -8,087 |
Cash flows from investing activities: | ||
Purchase of property and equipment | -4 | |
Purchase of short-term investments, held to maturity | -10,202 | -5,145 |
Proceeds from maturities of short-term investments, held to maturity | 11,180 | |
Net cash provided by (used in) investing activities | 978 | -5,149 |
Cash flows from financing activities: | ||
Net proceeds from the issuance of common stock and warrants | 21,141 | |
Payments on capital lease and financed equipment obligations | -2 | |
Net cash provided by financing activities | 21,139 | |
Net (decrease) increase in cash and cash equivalents | -3,717 | 7,903 |
Cash and cash equivalents, beginning of period | 17,880 | 14,529 |
Cash and cash equivalents, end of period | $14,163 | $22,432 |
Business_and_Basis_of_Presenta
Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2015 | |
Business and Basis of Presentation | |
Business and Basis of Presentation | |
1. Business and Basis of Presentation | |
Business | |
GTx, Inc. (“GTx” or the “Company”), a Delaware corporation incorporated on September 24, 1997 and headquartered in Memphis, Tennessee, is a biopharmaceutical company dedicated to the discovery, development and commercialization of small molecules for the treatment of cancer, including treatments for breast and prostate cancer, and other serious medical conditions. | |
The Company is developing selective androgen receptor modulators (“SARMs”), including its lead product candidate, enobosarm (GTx-024). SARMs are a new class of drugs that the Company believes have the potential to be used as a novel hormonal therapy for the treatment of advanced breast cancer, as well as the potential to treat other serious medical conditions where building lean body mass is important. The Company announced during the second quarter of 2014 positive results from an ongoing Phase 2 proof-of-concept, open-label clinical trial evaluating a 9 mg oral daily dose of enobosarm for the treatment of patients with estrogen receptor (“ER”) positive and androgen receptor (“AR”) positive metastatic breast cancer who have previously responded to hormonal therapy. The Company’s current strategy is focused on further development of enobosarm in two breast cancer indications targeting the androgen receptor. The Company plans to initiate a Phase 2 proof-of-concept clinical trial of enobosarm later in the second quarter of 2015 that is designed to evaluate the efficacy and safety of enobosarm in patients with advanced AR positive triple-negative breast cancer. The Company also plans to initiate a second Phase 2 clinical trial in the third quarter of 2015 evaluating enobosarm in patients with ER positive and AR positive advanced breast cancer. Additionally, the Company is evaluating enobosarm and other compounds in its SARM portfolio for indications outside of oncology where unmet medical needs in muscle related diseases may benefit from building muscle. | |
In March 2015, the Company entered into an exclusive license agreement with the University of Tennessee Research Foundation (“UTRF”) to develop UTRF’s proprietary selective androgen receptor degrader, or SARD, technology which has the potential to provide compounds that can degrade multiple forms of AR for those patients who do not respond or are resistant to current therapies to inhibit tumor growth in patients with progressive castration-resistant prostate cancer (“CRPC”). The Company’s evaluation of the licensed SARD technology is at a very early stage and any future preclinical or clinical development of the SARD technology, beyond identifying potential lead clinical compounds, will require us to obtain additional funding. | |
The Company is also developing GTx-758 (Capesaris®), an oral nonsteroidal selective ER alpha agonist, for the treatment of advanced prostate cancer. The Company is presently conducting a Phase 2 clinical trial evaluating GTx-758 as a secondary hormonal therapy in men with metastatic and high risk non-metastatic CRPC with data from this clinical trial expected in the third quarter of 2015. The Company does not plan to dedicate further resources to this program after the conclusion of this Phase 2 clinical trial and is currently determining third party interest in partnering or acquiring this asset and other preclinical ER alpha agonist compounds in order to fund additional clinical development. | |
The Company estimates that its current cash, cash equivalents and short-term investments, together with interest thereon, will be sufficient to meet its projected operating requirements through the end of 2016 (during which time it expects, at a minimum, to obtain results from the patients enrolled in the first stage of each of our planned open-label Phase 2 clinical trials of enobosarm in patients with AR positive advanced breast cancer). | |
Basis of Presentation | |
The accompanying unaudited condensed financial statements reflect, in the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of GTx’s financial position, results of operations and cash flows for each period presented in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted from the accompanying condensed financial statements. These interim condensed financial statements should be read in conjunction with the audited financial statements and related notes thereto, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the entire fiscal year ending December 31, 2015. | |
Use of Estimates | |
The preparation of condensed financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual amounts and results could differ from those estimates. | |
Warrant Liability | |
In November 2014, the Company issued warrants to purchase 64,311,112 shares of its common stock. The Company classifies the warrants as a liability on its balance sheet since the warrants contain certain terms that could require the Company (or its successor) to purchase the warrants for cash in an amount equal to the value (as calculated utilizing a contractually-agreed Black-Scholes-Merton option pricing valuation model (“Black-Scholes Model”)) of the unexercised portion of the warrants in connection with certain change of control transactions occurring on or prior to December 31, 2016, with such cash payment capped at an amount equal to $0.125 per unexercised share underlying each warrant. In addition, each warrant was subject to net cash settlement if, at the time of any exercise, there was then an insufficient number of authorized and reserved shares of common stock to effect a share settlement of the warrant. Under the terms of the warrants, as of May 6, 2015, the net cash settlement feature of the warrants automatically became inoperative; accordingly, the warrants are exercisable only for shares of the Company’s common stock. See Subsequent Events. | |
As a result of the provision of the warrant requiring cash settlement upon certain change of control transactions, the Company is required to account for these warrants as a liability at fair value and the estimated warrant liability is required to be revalued at each balance sheet date until the earlier of the exercise of the warrants or the expiration of the provision on December 31, 2016 that could require cash settlement upon certain change of control transactions. Upon the exercise of the warrants or the expiration of the provision on December 31, 2016 that could require cash settlement upon certain change of control transactions, the fair value of the warrants will be reclassified from a liability to stockholders’ equity on the Company’s balance sheets and no further adjustment to the fair value would be made in subsequent periods. See Note 4, Stockholders’ Equity, for further information regarding these warrants and the Company’s valuation of the warrant liability. | |
Fair Value of Financial Instruments and Warrant Liability | |
The carrying amounts of the Company’s financial instruments (which include cash, cash equivalents, short-term investments, and accounts payable) and its warrant liability approximate their fair values. The fair value of the warrant liability is estimated using the Black-Scholes-Merton pricing valuation model. See Note 4, Stockholders’ Equity, for additional disclosure on the valuation methodology and significant assumptions. The Company’s financial assets and liabilities are classified within a three-level fair value hierarchy that prioritizes the inputs used to measure fair value, which is defined as follows: | |
Level 1 — Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date | |
Level 2 — Inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly | |
Level 3 — Inputs that are unobservable for the asset or liability | |
Asset and liabilities measured at fair value on a recurring basis as of March 31, 2015 and December 31, 2014 included only the Company’s warrant liability of $27,782 and $30,430, respectively, which were classified within Level 3 of the hierarchy. A gain of $2,648 related to the change in the fair value of the warrant liability was recognized during the three months ended March 31, 2015 as a non-cash gain in the Company’s condensed statement of operations. | |
As the Company has the positive intent and ability to hold its certificates of deposit classified as short-term investments until maturity, these investments have been classified as held to maturity investments and are stated at cost, which approximates fair value. The Company considers these to be Level 2 investments as the fair values of these investments are determined using third-party pricing sources, which generally utilize observable inputs, such as interest rates and maturities of similar assets. | |
Research and Development Expenses | |
Research and development expenses include, but are not limited to, the Company’s expenses for personnel, supplies, and facilities associated with research activities, screening and identification of product candidates, formulation and synthesis activities, manufacturing, preclinical studies, toxicology studies, clinical trials, regulatory and medical affairs activities, quality assurance activities and license fees. The Company expenses these costs in the period in which they are incurred. The Company estimates its liabilities for research and development expenses in order to match the recognition of expenses to the period in which the actual services are received. As such, accrued liabilities related to third party research and development activities are recognized based upon the Company’s estimate of services received and degree of completion of the services in accordance with the specific third party contract. As a result of the October 2013 reduction in its workforce, the Company is no longer conducting in-house drug discovery activities. | |
Cash, Cash Equivalents and Short-term Investments | |
The Company considers highly liquid investments with initial maturities of three months or less to be cash equivalents. | |
At March 31, 2015 and December 31, 2014, short-term investments consisted of Federal Deposit Insurance Corporation insured certificates of deposit with original maturities of greater than three months and less than one year. | |
Income Taxes | |
The Company accounts for deferred taxes by recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Accordingly, at March 31, 2015 and December 31, 2014, net of the valuation allowance, the net deferred tax assets were reduced to zero. Income taxes are described more fully in Note 9 to the Company’s financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. | |
Other Income, net | |
Other income, net consists of foreign currency transaction gains and losses associated with conducting clinical trials in foreign countries, interest earned on the Company’s cash, cash equivalents and short-term investments, interest expense, and other non-operating income or expense. | |
Recent Accounting Pronouncements | |
In August 2014, the Financial Accounting Standards Board issued Accounting Standard Update 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The new guidance is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern within one year of the date the financial statements are issued and to provide related footnote disclosure. This new guidance is effective for the first annual period ending after December 15, 2016 and interim periods thereafter. | |
Subsequent Events | |
The Company has evaluated all events or transactions that occurred after March 31, 2015 up through the date the condensed financial statements were issued. Other than as set forth below, there were no material recognizable or nonrecognizable subsequent events during the period evaluated. | |
On May 6, 2015 (the “Authorized Share Increase Date”), the Company filed a Certificate of Amendment to the Company’s Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of the Company’s common stock, par value $0.001 per share, from 200,000,000 shares to 400,000,000 shares. The foregoing amendment was approved by the Company’s stockholders at the Company’s 2015 Annual Meeting of Stockholders held on May 6, 2015 (the “Stockholder Approval Date”). | |
On the Stockholder Approval Date, the warrants the Company issued in November 2014 became exercisable and will continue to be exercisable for four years thereafter. Under the terms of these warrants, as of the Authorized Share Increase Date, the net cash settlement feature of the warrants automatically became inoperative; accordingly, the warrants are exercisable only for shares of the Company’s common stock. | |
On April 13, 2015, the Company entered into a new office lease with respect to the Company’s current office space at 175 Toyota Plaza, Memphis, Tennessee (the “Office Lease”). The Office Lease commenced on May 1, 2015 with 26,250 rentable square feet and a three year term ending on April 30, 2018 (the “Initial Term”). The approximate aggregate rent due over the Initial Term is $1.4 million. Additionally, certain taxes and operating expenses may be charged to the Company beginning January 1, 2016 as additional rent based upon increases in these taxes and operating expenses after the base year, as defined in the Office Lease. | |
ShareBased_Compensation
Share-Based Compensation | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Share-Based Compensation | ||||||||
Share-Based Compensation | ||||||||
2. Share-Based Compensation | ||||||||
Share-based payments include stock option grants and restricted stock units (“RSUs”) under the Company’s stock option and equity incentive plans and deferred compensation arrangements for the Company’s non-employee directors. The Company recognizes compensation expense for its share-based payments based on the fair value of the awards over the period during which an employee or non-employee director is required to provide service in exchange for the award. The Company’s share-based compensation plans are described more fully in Note 3 to the Company’s financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. | ||||||||
The following table summarizes share-based compensation expense included within the condensed statements of operations for the three months ended March 31, 2015 and 2014: | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Research and development expenses | $ | 189 | $ | 1,380 | ||||
General and administrative expenses | 261 | 867 | ||||||
Total share-based compensation | $ | 450 | $ | 2,247 | ||||
Share-based compensation expense recorded as general and administrative expense for the three months ended March 31, 2015 and 2014 included share-based compensation expense related to deferred compensation arrangements for the Company’s non-employee directors of $31 and $32, respectively. | ||||||||
The Company uses the Black-Scholes Model to value stock options. The expected life of options is determined by calculating the average of the vesting term and the contractual term of the options. The expected price volatility is based on the Company’s historical stock price volatility. The risk-free interest rate is determined using U.S. Treasury rates where the term is consistent with the expected life of the stock options. Expected dividend yield is not considered as the Company has not made any dividend payments and has no plans of doing so in the foreseeable future. The amount of share-based compensation expense recognized is reduced ratably over the vesting period by an estimate of the percentage of options granted that are expected to be forfeited or canceled before becoming fully vested. | ||||||||
The fair value of options granted was estimated using the following assumptions for the periods presented: | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Expected price volatility | 88.5 | % | 87.9 | % | ||||
Risk-free interest rate | 2.0 | % | 2.3 | % | ||||
Weighted average expected life in years | 7 years | 6.5 years | ||||||
The following is a summary of stock option transactions for all of the Company’s stock option and equity incentive plans since the Company’s most recent fiscal year end: | ||||||||
Number of Shares | Weighted Average | |||||||
Exercise Price Per | ||||||||
Share | ||||||||
Options outstanding at December 31, 2014 | 8,104,434 | $ | 4.24 | |||||
Options granted | 35,000 | 0.76 | ||||||
Options expired | (123,100 | ) | 5.27 | |||||
Options exercised | — | — | ||||||
Options outstanding at March 31, 2015 | 8,016,334 | 4.21 | ||||||
During the three months ended March 31, 2015, the Company granted 7,700,000 RSUs to employees of which a portion of each award vests annually over a three year period from the date of grant. The Company estimates the fair value of RSUs using the closing price of its stock on the grant date. The fair value of RSUs is amortized on a straight-line basis over the requisite service period of the awards. The non-vested RSUs had a weighted average grant date fair value per share of $0.67. | ||||||||
Basic_and_Diluted_Net_Loss_Per
Basic and Diluted Net Loss Per Share | 3 Months Ended |
Mar. 31, 2015 | |
Basic and Diluted Net Loss Per Share | |
Basic and Diluted Net Loss Per Share | |
3.Basic and Diluted Net Loss Per Share | |
Basic and diluted net loss per share attributable to common stockholders is calculated based on the weighted average number of common shares outstanding during the period. Diluted net loss per share gives effect to the dilutive potential of common stock consisting of stock options, unvested RSUs and common stock warrants. | |
Weighted average potential shares of common stock of 83,097,046 and 10,382,571 for the three months ended March 31, 2015 and 2014, respectively, were excluded from the calculations of diluted loss per share as inclusion of the potential shares would have had an anti-dilutive effect on the net loss per share for the periods. The increase in the weighted average potential shares of common stock excluded from the calculation of diluted net loss per share increased from the prior year due to the issuance of warrants under the two financing transactions that occurred during the year ended December 31, 2014. | |
Stockholders_Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2015 | |
Stockholders' Equity | |
Stockholders' Equity | |
4.Stockholders’ Equity | |
Common Stock and Associated Warrant Liability | |
On November 14, 2014, the Company completed a private placement of units consisting of an aggregate of 64,311,112 shares of common stock and warrants to purchase an aggregate of 64,311,112 shares of its common stock for net proceeds of $42,814, after deducting offering expenses. The purchasers in the private placement included certain existing GTx stockholders and certain members of the GTx management team and board of directors. The net proceeds from the private placement were allocated to the common stock and warrants based upon the fair value method. Similarly, the offering expenses were allocated between the common stock and warrants with the portion allocated to common stock offset against the proceeds allocated to stockholders’ equity, whereas the portion allocated to the warrants was expensed immediately. The warrants have a per share exercise price of $0.85, became exercisable on May 6, 2015 and will continue to be exercisable for four years thereafter. Prior to the Authorized Share Increase Date, each warrant was subject to net cash settlement if, at the time of any exercise, there was then an insufficient number of authorized and reserved shares of common stock to effect a share settlement of the warrant. Under the terms of the warrants, as of the Authorized Share Increase Date, the net cash settlement feature of the warrants automatically became inoperative; accordingly, the warrants are exercisable only for shares of the Company’s common stock. The warrants, however, contain certain terms that could require the Company (or its successor) to purchase the warrants for cash in an amount equal to the value (as calculated utilizing a contractually-agreed Black-Scholes-Merton pricing valuation model) of the unexercised portion of the warrants in connection with certain change of control transactions occurring on or prior to December 31, 2016, with the cash payment capped at an amount equal to $0.125 per unexercised share underlying each warrant. Due to the provision of the warrants that could require cash settlement upon certain change of control transactions, the Company is required to account for these warrants as a liability at fair value using the Black-Scholes Model and the estimated warrant liability is required to be revalued at each balance sheet date until the earlier of the exercise of the warrants or the expiration of the provision on December 31, 2016 that could require cash settlement upon certain change of control transactions. | |
The fair value of the warrants at March 31, 2015 of $27,782 was estimated using the Black-Scholes-Merton pricing valuation model with the following assumptions: expected volatility of 95%, risk-free interest rate of 1.1%, expected life of approximately 4.1 years and no dividends. The fair value of the warrants at December 31, 2014 of $30,430 was estimated using the Black-Scholes Model with the following assumptions: expected volatility of 91%, risk-free interest rate of 1.5%, expected life of approximately 4.5 years and no dividends. The decrease in fair value from December 31, 2014 of $2,648 was recorded as a non-cash gain on the change in fair value of warrant liability in the Company’s condensed statement of operations. Significant changes to the Company’s market price for its common stock will impact the implied and/or historical volatility used to fair value the warrants. Any significant increases in the Company’s stock price will likely create an increase to the fair value of the warrant liability. Similarly, any significant decreases in the Company’s stock price will likely create a decrease to the fair value of the warrant liability. | |
On March 6, 2014, the Company completed a private placement of units consisting of an aggregate of 11,976,048 shares of common stock and warrants to purchase an aggregate of 10,179,642 shares of its common stock for net proceeds of $21,135, after deducting offering expenses. The net proceeds from the private placement were allocated to the common stock and warrants based upon their relative fair values. The warrants, which had a one year term, expired unexercised on March 6, 2015. | |
University_of_Tennessee_Resear
University of Tennessee Research Foundation License Agreements | 3 Months Ended |
Mar. 31, 2015 | |
University of Tennessee Research Foundation License Agreements | |
University of Tennessee Research Foundation License Agreements | |
5.University of Tennessee Research Foundation License Agreements | |
The Company and the University of Tennessee Research Foundation (“UTRF”) are parties to a consolidated, amended and restated license agreement (the “SARM License Agreement”) pursuant to which the Company was granted exclusive worldwide rights in all existing SARM technologies owned or controlled by UTRF, including all improvements thereto, and exclusive rights to future SARM technology that may be developed by certain scientists at the University of Tennessee or subsequently licensed to UTRF under certain existing inter-institutional agreements with The Ohio State University. Under the SARM License Agreement, the Company is obligated to pay UTRF annual license maintenance fees, low single-digit royalties on net sales of products and mid-single-digit royalties on sublicense revenues. | |
The Company and UTRF also entered into a license agreement (the “SARD License Agreement”) in March 2015 pursuant to which the Company was granted exclusive worldwide rights in all existing SARD technologies owned or controlled by UTRF, including all improvements thereto. Under the SARD License Agreement, the Company is obligated to employ active, diligent efforts to conduct preclinical research and development activities for the SARD program to advance one or more lead compounds into clinical development. The Company is also obligated to pay UTRF annual license maintenance fees, low single-digit royalties on net sales of products and additional royalties on sublicense revenues, depending on the state of development of a clinical product candidate at the time it is sublicensed. | |
Business_and_Basis_of_Presenta1
Business and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Business and Basis of Presentation | |
Basis of Presentation | |
Basis of Presentation | |
The accompanying unaudited condensed financial statements reflect, in the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of GTx’s financial position, results of operations and cash flows for each period presented in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted from the accompanying condensed financial statements. These interim condensed financial statements should be read in conjunction with the audited financial statements and related notes thereto, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the entire fiscal year ending December 31, 2015. | |
Use of Estimates | |
Use of Estimates | |
The preparation of condensed financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual amounts and results could differ from those estimates. | |
Warrant Liability | |
Warrant Liability | |
In November 2014, the Company issued warrants to purchase 64,311,112 shares of its common stock. The Company classifies the warrants as a liability on its balance sheet since the warrants contain certain terms that could require the Company (or its successor) to purchase the warrants for cash in an amount equal to the value (as calculated utilizing a contractually-agreed Black-Scholes-Merton option pricing valuation model (“Black-Scholes Model”)) of the unexercised portion of the warrants in connection with certain change of control transactions occurring on or prior to December 31, 2016, with such cash payment capped at an amount equal to $0.125 per unexercised share underlying each warrant. In addition, each warrant was subject to net cash settlement if, at the time of any exercise, there was then an insufficient number of authorized and reserved shares of common stock to effect a share settlement of the warrant. Under the terms of the warrants, as of May 6, 2015, the net cash settlement feature of the warrants automatically became inoperative; accordingly, the warrants are exercisable only for shares of the Company’s common stock. See Subsequent Events. | |
As a result of the provision of the warrant requiring cash settlement upon certain change of control transactions, the Company is required to account for these warrants as a liability at fair value and the estimated warrant liability is required to be revalued at each balance sheet date until the earlier of the exercise of the warrants or the expiration of the provision on December 31, 2016 that could require cash settlement upon certain change of control transactions. Upon the exercise of the warrants or the expiration of the provision on December 31, 2016 that could require cash settlement upon certain change of control transactions, the fair value of the warrants will be reclassified from a liability to stockholders’ equity on the Company’s balance sheets and no further adjustment to the fair value would be made in subsequent periods. See Note 4, Stockholders’ Equity, for further information regarding these warrants and the Company’s valuation of the warrant liability. | |
Fair Value of Financial Instruments and Warrant Liability | |
Fair Value of Financial Instruments and Warrant Liability | |
The carrying amounts of the Company’s financial instruments (which include cash, cash equivalents, short-term investments, and accounts payable) and its warrant liability approximate their fair values. The fair value of the warrant liability is estimated using the Black-Scholes-Merton pricing valuation model. See Note 4, Stockholders’ Equity, for additional disclosure on the valuation methodology and significant assumptions. The Company’s financial assets and liabilities are classified within a three-level fair value hierarchy that prioritizes the inputs used to measure fair value, which is defined as follows: | |
Level 1 — Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date | |
Level 2 — Inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly | |
Level 3 — Inputs that are unobservable for the asset or liability | |
Asset and liabilities measured at fair value on a recurring basis as of March 31, 2015 and December 31, 2014 included only the Company’s warrant liability of $27,782 and $30,430, respectively, which were classified within Level 3 of the hierarchy. A gain of $2,648 related to the change in the fair value of the warrant liability was recognized during the three months ended March 31, 2015 as a non-cash gain in the Company’s condensed statement of operations. | |
As the Company has the positive intent and ability to hold its certificates of deposit classified as short-term investments until maturity, these investments have been classified as held to maturity investments and are stated at cost, which approximates fair value. The Company considers these to be Level 2 investments as the fair values of these investments are determined using third-party pricing sources, which generally utilize observable inputs, such as interest rates and maturities of similar assets. | |
Research and Development Expenses | |
Research and Development Expenses | |
Research and development expenses include, but are not limited to, the Company’s expenses for personnel, supplies, and facilities associated with research activities, screening and identification of product candidates, formulation and synthesis activities, manufacturing, preclinical studies, toxicology studies, clinical trials, regulatory and medical affairs activities, quality assurance activities and license fees. The Company expenses these costs in the period in which they are incurred. The Company estimates its liabilities for research and development expenses in order to match the recognition of expenses to the period in which the actual services are received. As such, accrued liabilities related to third party research and development activities are recognized based upon the Company’s estimate of services received and degree of completion of the services in accordance with the specific third party contract. As a result of the October 2013 reduction in its workforce, the Company is no longer conducting in-house drug discovery activities. | |
Cash, Cash Equivalents and Short-term Investments | |
Cash, Cash Equivalents and Short-term Investments | |
The Company considers highly liquid investments with initial maturities of three months or less to be cash equivalents. | |
At March 31, 2015 and December 31, 2014, short-term investments consisted of Federal Deposit Insurance Corporation insured certificates of deposit with original maturities of greater than three months and less than one year. | |
Income Taxes | |
Income Taxes | |
The Company accounts for deferred taxes by recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Accordingly, at March 31, 2015 and December 31, 2014, net of the valuation allowance, the net deferred tax assets were reduced to zero. Income taxes are described more fully in Note 9 to the Company’s financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. | |
Other Income, net | |
Other Income, net | |
Other income, net consists of foreign currency transaction gains and losses associated with conducting clinical trials in foreign countries, interest earned on the Company’s cash, cash equivalents and short-term investments, interest expense, and other non-operating income or expense. | |
Recent Accounting Pronouncements | |
Recent Accounting Pronouncements | |
In August 2014, the Financial Accounting Standards Board issued Accounting Standard Update 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The new guidance is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern within one year of the date the financial statements are issued and to provide related footnote disclosure. This new guidance is effective for the first annual period ending after December 15, 2016 and interim periods thereafter. | |
Subsequent Events | |
Subsequent Events | |
The Company has evaluated all events or transactions that occurred after March 31, 2015 up through the date the condensed financial statements were issued. Other than as set forth below, there were no material recognizable or nonrecognizable subsequent events during the period evaluated. | |
On May 6, 2015 (the “Authorized Share Increase Date”), the Company filed a Certificate of Amendment to the Company’s Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of the Company’s common stock, par value $0.001 per share, from 200,000,000 shares to 400,000,000 shares. The foregoing amendment was approved by the Company’s stockholders at the Company’s 2015 Annual Meeting of Stockholders held on May 6, 2015 (the “Stockholder Approval Date”). | |
On the Stockholder Approval Date, the warrants the Company issued in November 2014 became exercisable and will continue to be exercisable for four years thereafter. Under the terms of these warrants, as of the Authorized Share Increase Date, the net cash settlement feature of the warrants automatically became inoperative; accordingly, the warrants are exercisable only for shares of the Company’s common stock. | |
On April 13, 2015, the Company entered into a new office lease with respect to the Company’s current office space at 175 Toyota Plaza, Memphis, Tennessee (the “Office Lease”). The Office Lease commenced on May 1, 2015 with 26,250 rentable square feet and a three year term ending on April 30, 2018 (the “Initial Term”). The approximate aggregate rent due over the Initial Term is $1.4 million. Additionally, certain taxes and operating expenses may be charged to the Company beginning January 1, 2016 as additional rent based upon increases in these taxes and operating expenses after the base year, as defined in the Office Lease. | |
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Share-Based Compensation | ||||||||
Summary of share-based compensation expense | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Research and development expenses | $ | 189 | $ | 1,380 | ||||
General and administrative expenses | 261 | 867 | ||||||
Total share-based compensation | $ | 450 | $ | 2,247 | ||||
Schedule of assumptions used to estimate fair value of options | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Expected price volatility | 88.5 | % | 87.9 | % | ||||
Risk-free interest rate | 2.0 | % | 2.3 | % | ||||
Weighted average expected life in years | 7 years | 6.5 years | ||||||
Summary of stock option transactions | ||||||||
Number of Shares | Weighted Average | |||||||
Exercise Price Per | ||||||||
Share | ||||||||
Options outstanding at December 31, 2014 | 8,104,434 | $ | 4.24 | |||||
Options granted | 35,000 | 0.76 | ||||||
Options expired | (123,100 | ) | 5.27 | |||||
Options exercised | — | — | ||||||
Options outstanding at March 31, 2015 | 8,016,334 | 4.21 | ||||||
Business_and_Basis_of_Presenta2
Business and Basis of Presentation (Details) (USD $) | 3 Months Ended | 0 Months Ended | ||||
Mar. 31, 2015 | 6-May-15 | Apr. 13, 2015 | Dec. 31, 2014 | Nov. 14, 2014 | 5-May-15 | |
Warrant Liability | ||||||
Warrants issued to purchase shares under private placement | 64,311,112 | |||||
Maximum contingent per share cash settlement price (in dollars per share) | $0.13 | |||||
Warrant liability | $27,782,000 | $30,430,000 | ||||
Gain on change in fair value of warrant liability | 2,648,000 | |||||
Income Taxes | ||||||
Net deferred tax assets | 0 | 0 | ||||
Common Stock | ||||||
Common stock, par value (in dollars per share) | $0.00 | $0.00 | ||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||||
Fair Value Measurements, Recurring | Level 3 | ||||||
Warrant Liability | ||||||
Warrant liability | 27,782,000 | 30,430,000 | ||||
Gain on change in fair value of warrant liability | 2,648,000 | |||||
Subsequent Events | ||||||
Common Stock | ||||||
Common stock, par value (in dollars per share) | $0.00 | |||||
Common stock, shares authorized | 400,000,000 | 200,000,000 | ||||
Warrant term | 4 years | |||||
Subsequent Events | Office Lease | ||||||
Office lease | ||||||
Rentable space on lease | 26,250 | |||||
Initial term of lease arrangement | 3 years | |||||
Aggregate rent due over initial term | $1,400,000 |
ShareBased_Compensation_Detail
Share-Based Compensation (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Share-based compensation expense | ||
Total share-based compensation | $450 | $2,247 |
Share-based compensation expense related to deferred compensation arrangements for non-employee directors | 31 | 32 |
Research and development expenses | ||
Share-based compensation expense | ||
Total share-based compensation | 189 | 1,380 |
General and administrative expenses | ||
Share-based compensation expense | ||
Total share-based compensation | 261 | 867 |
Director | General and administrative expenses | ||
Share-based compensation expense | ||
Share-based compensation expense related to deferred compensation arrangements for non-employee directors | $31 | $32 |
ShareBased_Compensation_Detail1
Share-Based Compensation (Details 2) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Fair value of options granted | ||
Expected price volatility (as a percent) | 88.50% | 87.90% |
Risk-free interest rate (as a percent) | 2.00% | 2.30% |
Weighted average expected life in years | 7 years | 6 years 6 months |
Number of Shares | ||
Options outstanding at the beginning of the period (in shares) | 8,104,434 | |
Options granted (in shares) | 35,000 | |
Options expired (in shares) | -123,100 | |
Options outstanding at the end of the period (in shares) | 8,016,334 | |
Weighted Average Exercise Price Per Share | ||
Options outstanding at the beginning of the period (in dollars per share) | $4.24 | |
Options granted (in dollars per share) | $0.76 | |
Options expired (in dollars per share) | $5.27 | |
Options outstanding at the end of the period (in dollars per share) | $4.21 |
ShareBased_Compensation_Detail2
Share-Based Compensation (Details 3) (Restricted Stock Units (RSUs), USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Restricted Stock Units (RSUs) | |
Number of Shares | |
Restricted stock units granted (in shares) | 7,700,000 |
Restricted stock units vesting period | 3 years |
Weighted Average Grant Date Fair Value Per Share | |
Weighted average grant date fair value per share (in dollars per share) | $0.67 |
Basic_and_Diluted_Net_Loss_Per1
Basic and Diluted Net Loss Per Share (Details)-10Q | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Basic and Diluted Net Loss Per Share | ||
Weighted average potential shares of common stock excluded from calculation of diluted net loss per share | 83,097,046 | 10,382,571 |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 3 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Nov. 14, 2014 | Dec. 31, 2014 | Mar. 06, 2014 |
Common Stock and Associated Warrant Liability | ||||
Warrants issued to purchase shares under private placement | 64,311,112 | |||
Maximum contingent per share cash settlement price (in dollars per share) | $0.13 | |||
Fair value of warrant liability | $27,782 | $30,430 | ||
Gain on change in fair value of warrant liability | 2,648 | |||
Private Placement, November 2014 | ||||
Common Stock and Associated Warrant Liability | ||||
Shares issued | 64,311,112 | |||
Warrants issued to purchase shares under private placement | 64,311,112 | |||
Net cash proceeds from public offering after deducting underwriting discounts and commissions and other offering expenses | 42,814 | |||
Exercise price (in dollars per share) | $0.85 | |||
Warrant term | 4 years | |||
Maximum contingent per share cash settlement price (in dollars per share) | $0.13 | |||
Fair value of warrant liability | 27,782 | 30,430 | ||
Expected volatility of warrants (as a percent) | 95.00% | 91.00% | ||
Risk free interest rate of warrants (as a percent) | 1.10% | 1.50% | ||
Expected life of warrants | 4 years 1 month 6 days | 4 years 6 months | ||
Expected dividends on warrants | $0 | $0 | ||
Gain on change in fair value of warrant liability | 2,648 | |||
Private Placement, March 2014 | ||||
Common Stock and Associated Warrant Liability | ||||
Shares issued | 11,976,048 | |||
Warrants issued to purchase shares under private placement | 10,179,642 | |||
Net cash proceeds from public offering after deducting underwriting discounts and commissions and other offering expenses | $21,135 | |||
Warrant term | 1 year |