Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2018 | Aug. 27, 2018 | Dec. 31, 2017 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Jun. 30, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | MEIP | ||
Entity Registrant Name | MEI Pharma, Inc. | ||
Entity Central Index Key | 1,262,104 | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 71,086,404 | ||
Entity Public Float | $ 77.7 |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 13,309 | $ 8,458 |
Short-term investments | 89,434 | 45,107 |
Total cash, cash equivalents and short-term investments | 102,743 | 53,565 |
Prepaid expenses and other current assets | 1,586 | 1,758 |
Total current assets | 104,329 | 55,323 |
Intangible assets, net | 296 | 331 |
Property and equipment, net | 32 | 50 |
Total assets | 104,657 | 55,704 |
Current liabilities: | ||
Accounts payable | 3,643 | 585 |
Accrued liabilities | 3,454 | 3,285 |
Deferred revenues | 788 | 996 |
Total current liabilities | 7,885 | 4,866 |
Warrant liability | 46,313 | |
Total liabilities | 54,198 | 4,866 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value; 100 shares authorized; none outstanding | ||
Common stock, $0.00000002 par value; 113,000 shares authorized; 70,406 and 36,772 shares issued and outstanding at June 30, 2018 and 2017, respectively. | 0 | 0 |
Additional paid-in-capital | 264,858 | 225,169 |
Accumulated deficit | (214,399) | (174,331) |
Total stockholders' equity | 50,459 | 50,838 |
Total liabilities and stockholders' equity | $ 104,657 | $ 55,704 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2018 | Jun. 30, 2017 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.00 | $ 0.00 |
Common stock, shares authorized | 113,000,000 | 113,000,000 |
Common stock, shares issued | 70,406,000 | 36,772,000 |
Common stock, shares outstanding | 70,406,000 | 36,772,000 |
Statements of Operations
Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenues: | |||
License revenue | $ 20,880 | ||
Research and development revenue | $ 1,622 | 2,369 | |
Total revenues | 1,622 | 23,249 | |
Operating expenses: | |||
Cost of research and development revenue | 3,383 | 5,000 | |
Research and development | 17,038 | 7,237 | $ 13,403 |
General and administrative | 9,787 | 8,628 | 7,601 |
Total operating expenses | 30,208 | 20,865 | 21,004 |
(Loss) income from operations | (28,586) | 2,384 | (21,004) |
Other income (expense): | |||
Change in fair value of warrant liability | (9,705) | ||
Financing costs associated with warrants | (2,367) | ||
Interest and dividend income | 591 | 287 | 143 |
Income tax expense | (1) | (1) | (1) |
Net (loss) income | $ (40,068) | $ 2,670 | $ (20,862) |
Net (loss) income per share, basic | $ (0.97) | $ 0.07 | $ (0.61) |
Net (loss) income per share, diluted | $ (0.97) | $ 0.07 | $ (0.61) |
Shares used in computing net (loss) income per share: | |||
Basic | 41,431 | 36,813 | 34,400 |
Diluted | 41,431 | 36,938 | 34,400 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Milestone Payment | Private Placement | Common Shares | Common SharesMilestone Payment | Common SharesPrivate Placement | Additional paid in capital | Additional paid in capitalMilestone Payment | Additional paid in capitalPrivate Placement | Accumulated Deficit |
Beginning Balance (in shares) at Jun. 30, 2015 | 34,156,000 | |||||||||
Beginning Balance at Jun. 30, 2015 | $ 59,791 | $ 215,930 | $ (156,139) | |||||||
Net (loss) income | (20,862) | (20,862) | ||||||||
Share-based compensation expense | 2,723 | 2,723 | ||||||||
Ending Balance (in shares) at Jun. 30, 2016 | 34,156,000 | |||||||||
Ending Balance at Jun. 30, 2016 | 41,652 | 218,653 | (177,001) | |||||||
Net (loss) income | 2,670 | 2,670 | ||||||||
Issuance of common stock | 4,212 | 4,212 | ||||||||
Issuance of common stock (shares) | 2,616,000 | |||||||||
Share-based compensation expense | 2,304 | 2,304 | ||||||||
Ending Balance (in shares) at Jun. 30, 2017 | 36,772,000 | |||||||||
Ending Balance at Jun. 30, 2017 | 50,838 | 225,169 | (174,331) | |||||||
Net (loss) income | (40,068) | (40,068) | ||||||||
Issuance of common stock for vested restricted stock units (shares) | 271,000 | |||||||||
Issuance of common stock | $ 500 | $ 35,643 | $ 500 | $ 35,643 | ||||||
Exercise of stock options | $ 329 | 329 | ||||||||
Issuance of common stock (shares) | 167,000 | 33,003,000 | ||||||||
Exercise of stock options (shares) | 192,937 | 193,000 | ||||||||
Share-based compensation expense | $ 3,217 | 3,217 | ||||||||
Ending Balance (in shares) at Jun. 30, 2018 | 70,406,000 | |||||||||
Ending Balance at Jun. 30, 2018 | $ 50,459 | $ 264,858 | $ (214,399) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | |||
Net (loss) income | $ (40,068) | $ 2,670 | $ (20,862) |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | |||
Change in fair value of warrant liability | 9,705 | ||
Financing costs associated with warrants | 2,367 | ||
Share-based compensation | 3,217 | 2,304 | 2,723 |
Depreciation and amortization | 53 | 85 | 58 |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other current assets | 172 | (927) | (329) |
Accounts payable | 3,058 | (494) | 216 |
Accrued liabilities | 402 | (1,148) | 337 |
Deferred revenue | (208) | 996 | |
Net cash (used in) provided by operating activities | (21,302) | 3,486 | (17,857) |
Cash flows from investing activities: | |||
Purchases of property and equipment | (51) | (4) | |
Purchases of short-term investments | (114,233) | (60,123) | (55,238) |
Proceeds from maturity of short-term investments | 69,906 | 50,097 | 65,214 |
Net cash (used in) provided by investing activities | (44,327) | (10,077) | 9,972 |
Cash flows from financing activities: | |||
Proceeds from exercise of stock options | 329 | ||
Issuance of common stock and warrants | 70,151 | 4,212 | |
Net cash provided by financing activities | 70,480 | 4,212 | |
Net increase (decrease) in cash and cash equivalents | 4,851 | (2,379) | (7,885) |
Cash and cash equivalents at beginning of the period | 8,458 | 10,837 | 18,722 |
Cash and cash equivalents at end of the period | 13,309 | 8,458 | 10,837 |
Supplemental cash flow information: | |||
Income taxes paid | $ (1) | $ (1) | $ (1) |
The Company and Summary of Sign
The Company and Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2018 | |
The Company and Summary of Significant Accounting Policies | Note 1. The Company and Summary of Significant Accounting Policies The Company We are a pharmaceutical company focused on leveraging our extensive development and oncology expertise to identify and advance new therapies intended to meaningfully improve the treatment of cancer. Our portfolio of drug candidates contains four clinical-stage candidates, including one candidate in an ongoing Phase 3 global registration trial and another candidate that is anticipated to advance, in the fourth calendar quarter of calendar year 2018, into a Phase 2 clinical trial that we intend to submit to the U.S. Food and Drug Administration (“FDA”) to support accelerated approval of a marketing application. Our common stock is listed on the NASDAQ Capital Market under the symbol “MEIP”. Clinical Development Programs Our approach to building our pipeline is to license promising cancer agents and build value in programs through development and commercialization, or strategic partnerships, as appropriate. Our drug candidate pipeline includes: • Pracinostat, an oral histone deacetylase (“HDAC”) inhibitor; • ME-401, 3-kinase • Voruciclib, an oral cyclin-dependent kinase (“CDK”) inhibitor; and • ME-344, The results of pre-clinical ME-401, ME-344, Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and disclosures made in the accompanying notes to the financial statements. We use estimates that affect the reported amounts (including assets, liabilities, revenues and expenses) and related disclosures. Actual results could materially differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents consist of cash and highly liquid investments with original maturities of three months or less when purchased. Cash is maintained at financial institutions and, at times, balances may exceed federally insured limits. We have never experienced any losses related to these balances. Short-Term Investments Investments that have maturities of greater than three months but less than one year are classified as short-term investments. As of June 30, 2018 and 2017, our short-term investments consisted of $89.4 million and $45.1 million, respectively, in U.S. government securities. The short-term investments held as of June 30, 2018 and 2017 had maturity dates of less than one year, are considered to be “held to maturity” and are carried at amortized cost. Due to the short-term maturities of these instruments, the amortized cost approximates the related fair values. As of June 30, 2018 and 2017, the gross holding gains and losses were immaterial. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value is as follows: • Level 1 — Observable inputs such as quoted prices in active markets for identical assets or liabilities. • Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, 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. We measure the following financial instruments at fair value on a recurring basis. The fair values of these financial instruments were as follows (in thousands): June 30, 2018 June 30, 2017 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 13,309 $ — $ — $ 8,458 $ — $ — U.S. government treasury bills 89,434 — — 45,107 — — Total $ 102,743 $ — $ — $ 53,565 $ — $ — Liabilities: Warrant liability $ — $ — $ (46,313 ) $ — $ — $ — Total $ — $ — $ (46,313 ) $ — $ — $ — The carrying amounts of financial instruments such as cash equivalents, short-term investments and accounts payable approximate the related fair values due to the short-term maturities of these instruments. We invest our excess cash in financial instruments which are readily convertible into cash, such as money market funds and U.S. government securities. Cash equivalents, where applicable, and short-term investments are classified as Level 1 as defined by the fair value hierarchy. In May 2018, we issued warrants in connection with our private placement of common shares. Pursuant to the terms of the warrants, we could be required to settle the warrants in cash in the event of an acquisition of the Company and, as a result, the warrants are required to be measured at fair value and reported as a liability in the balance sheet. We recorded the fair value of the warrants upon issuance using the Black-Scholes valuation model and are required to revalue the warrants at each reporting date with any changes in fair value recorded on our statement of operations. The valuation of the warrants is considered under Level 3 of the fair value hierarchy due to the need to use assumptions in the valuation that are both significant to the fair value measurement and unobservable. Inputs used to determine estimated fair value of the warrant liabilities include the estimated fair value of the underlying stock at the valuation date, the estimated term of the warrants, risk-free interest rates, expected dividends and the expected volatility of the underlying stock. The significant unobservable inputs used in the fair value measurement of the warrant liabilities were the volatility rate and the estimated term of the warrants. Generally, increases (decreases) in the fair value of the underlying stock and estimated term would result in a directionally similar impact to the fair value measurement. The change in the fair value of the Level 3 warrant liability is reflected in the statement of operations for the year ended June 30, 2018. To calculate the fair value of the warrant liability, the following assumptions were used: June 30, May 16, Risk-free interest rate 2.7 % 2.9 % Expected life (years) 4.8 5.0 Expected volatility 77.3 % 75.6 % Dividend yield 0.0 % 0.0 % Black-Scholes Fair Value $ 2.81 $ 2.22 The following table sets forth a summary of changes in the estimated fair value of our Level 3 warrant liability for the year ended June 30, 2018 (in thousands): Fair Value of Balance at July 1, 2017 $ — Issuance of liability classified warrants 36,608 Change in estimated fair value of liability classified warrants 9,705 Balance at June 30, 2018 $ 46,313 Intangible Assets Intangible assets consist of patents acquired from S*Bio in August 2012, relating to a family of heterocyclic compounds that inhibit HDACs. Capitalized amounts are amortized on a straight-line basis over the expected life of the intellectual property of 14 years from the date of acquisition. The carrying values of intangible assets are periodically reviewed to determine if the facts and circumstances suggest that a potential impairment may have occurred. Results of operations for the years ended June 30, 2018, 2017 and 2016 do not reflect any write-downs associated with the potential impairment of intangible assets. Property and Equipment Property and equipment are stated at cost and depreciated over the estimated useful lives of the assets (generally three to seven years) using the straight-line method. Leasehold improvements are stated at cost and are amortized over the shorter of the estimated useful lives of the assets or the lease term. Revenue Recognition Payments received under commercial arrangements, such as licensing technology rights, may include non-refundable Multiple Element Arrangements Deliverables under an arrangement will be separate units of accounting, provided (i) a delivered item has value to the customer on a standalone basis; and (ii) the arrangement includes a general right of return relative to the delivered item, and delivery or performance of the undelivered item is considered probable and substantially in our control. We account for revenue arrangements with multiple elements by separating and allocating consideration according to the relative selling price of each deliverable. If an element can be separated, an amount is allocated based upon the relative selling price of each element. We determine the relative selling price of a separate deliverable using the price we charge other customers when we sell that element separately. If the element is not sold separately and third party pricing evidence is not available, we will use our best estimate of selling price. License Fee Revenue Non-refundable, up-front non-refundable case-by-case Research and Development Revenue Research and development revenue represents ratable recognition of fees allocated to research and development activities. We defer recognition of research and development revenue until the performance of the related research and development activities has occurred. Research and development revenue for the year ended June 30, 2018 and 2017 related to services provided by third-party vendors related to research and development activities performed under the Helsinn License Agreement (Note 2). Cost of Research and Development Revenue Cost of research and development revenue primarily includes external costs paid to third-party contractors to perform research, conduct clinical trials and develop and manufacture drug materials, and internal compensation and related personnel expenses to support our research and development revenue. All cost of research and development revenue relates to expenses incurred in connection with our development activities in accordance with the Helsinn License Agreement. Research and Development Costs Research and development costs are expensed as incurred and include costs paid to third-party contractors to perform research, conduct clinical trials and develop and manufacture drug materials. Clinical trial costs, including costs associated with third-party contractors, are a significant component of research and development expenses. We expense research and development costs based on work performed. In determining the amount to expense, management relies on estimates of total costs based on contract components completed, the enrollment of subjects, the completion of trials, and other events. Costs incurred related to the purchase of in-process Share-based Compensation Share-based compensation expense for employees and directors is recognized in the statement of operations based on estimated amounts, including the grant date fair value and the expected service period. For stock options, we estimate the grant date fair value using a Black-Scholes valuation model, which requires the use of multiple subjective inputs including estimated future volatility, expected forfeitures and the expected term of the awards. We estimate the expected future volatility based on the stock’s historical price volatility. The stock’s future volatility may differ from our estimated volatility at the grant date. For restricted stock unit (“RSU”) equity awards, we estimate the grant date fair value using our closing stock price on the date of grant. Share-based compensation recorded in the statement of operations is based on the awards expected to ultimately vest and has been reduced for estimated forfeitures. The estimated forfeiture rates may differ from actual forfeiture rates which would affect the amount of expense recognized during the period. We recognize the value of the awards over the awards’ requisite service or performance periods. The requisite service period is generally the time over which the share-based awards vest. Interest and Dividend Income Interest on cash balances is recognized when earned. Dividend income is recognized when the right to receive the payment is established. Income Taxes Our income tax expense consists of current and deferred income tax expense or benefit. Current income tax expense or benefit is the amount of income taxes expected to be payable or refundable for the current year. A deferred income tax asset or liability is recognized for the future tax consequences attributable to tax credits and loss carryforwards and to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. As of June 30, 2018 and 2017, we have established a valuation allowance to fully reserve our net deferred tax assets. Tax rate changes are reflected in income during the period such changes are enacted. Changes in our ownership may limit the amount of net operating loss carry-forwards that can be utilized in the future to offset taxable income. On December 22, 2017 the U.S government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act reduces the corporate tax rate from 34% to 21%, effective for tax years beginning January 1, 2018. We are subject to the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 740-10, re-measurement Changes in our ownership may limit the amount of net operating loss carry-forwards that can be utilized in the future to offset taxable income. The FASB Topic on Income Taxes prescribes a recognition threshold and measurement attribute criteria for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not Net (Loss) Income Per Share Basic and diluted net (loss) income per share are computed using the weighted-average number of shares of common stock outstanding during the period, less any shares subject to repurchase or forfeiture. There were no shares of common stock subject to repurchase or forfeiture for the years ended June 30, 2018, 2017 and 2016. Our potentially dilutive shares, which include outstanding stock options, restricted stock units, and warrants, are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. For the years ended June 30, 2018, 2017 and 2016, we did not have any items that would be classified as other comprehensive income or losses. Shares used in calculating net (loss) income per share was determined as follows (in thousands): Years ended June 30, 2018 2017 2016 Weighted average shares outstanding 41,064 36,435 34,156 Effect of vested restricted stock units 367 378 244 Weighted average shares used in calculating basic (loss) earnings per share 41,431 36,813 34,400 Effect of potentially dilutive common shares from equity awards — 125 — Weighted average shares used in calculating diluted (loss) earnings per share 41,431 36,938 34,400 The following potentially dilutive shares (in thousands) that have been excluded from the calculation of net (loss) income per share because of their anti-dilutive effect: Years ended June 30, 2018 2017 2016 Stock options 5,606 3,749 2,687 Restricted stock units 336 — 179 Warrants 3,532 3,582 3,762 Total anti-dilutive shares 9,474 7,331 6,628 Recent Accounting Pronouncements Adopted Accounting Standards In January 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-01 2017-01”), Business Combinations (Topic 804): Clarifying the Definition of a Business 2017-01 In March 2016, the FASB issued ASU 2016-09 Improvements to Employee Share-Based Payment Accounting In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation: Scope of Modification Accounting, non-substantive. Accounting Standards Not Yet Adopted In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers 2016-08, Revenue from Contracts with Customers, Principal versus Agent Considerations 2016-10, Revenue from Contracts with Customers, Identifying Performance Obligations and Licensing 2016-11, Revenue from Contracts with Customers and Derivatives and Hedging – Rescission of SEC Guidance 2016-12, Revenue from Contracts with Customers – Narrow Scope Improvements and Practical Expedients 2014-09 In February 2016, the FASB issued ASU 2016-02 Leases right-of-use |
License Agreement
License Agreement | 12 Months Ended |
Jun. 30, 2018 | |
Helsinn License Agreement | |
License Agreement | Note 2. Helsinn License Agreement In August 2016, we entered into the Helsinn License Agreement. Under the terms of the agreement, Helsinn was granted a worldwide exclusive license to develop, manufacture and commercialize pracinostat, and is primarily responsible for funding its global development and commercialization. As compensation for such grant of rights, we received payments of $20.0 million in fiscal 2017. In addition, we are eligible to receive up to $444 million in potential regulatory and sales-based milestones, along with royalty payments on the net sales of pracinostat, which, in the U.S., are tiered and begin in the mid-teens. We determined that the exclusive license, development and commercialization agreement represents a multiple-element arrangement for purposes of revenue recognition. We identified the following elements, based upon deliverables under the agreement: (i) worldwide license and transfer of technology and data; (ii) completion of the conduct of certain identified clinical trials related to pracinostat; (iii) coordination of services provided by third-party vendors related to research and development activities, for which Helsinn has agreed to reimburse such third-party expenses; and (iv) the conduct of the Phase 2 dose-optimization study of pracinostat in combination with azacitidine in patients with high and very high risk MDS who are previously untreated with hypomethylating agents (the “POC study”), for which Helsinn has agreed to share third-party expenses. The license was determined to represent a separate element as it has stand-alone value and is not dependent upon the performance of the research and development activities. The research and development elements, related to the conduct of clinical trials and services provided by third-party vendors, were determined to represent separate elements as they primarily represent pass through of services performed by third parties and therefore are sold separately by other vendors. We allocated the proceeds related to the agreement to the units of accounting using the relative selling price method. We determined the estimated selling price for the license using an income approach. We determined the estimated selling price for the research and development elements based on estimated fulfillment costs plus a normal profit margin. Revenues related to the research and development elements of the arrangement are recognized based on the proportional performance of each research and development activity. Research and development revenues are recognized on a gross basis as we are the primary obligor and have discretion in supplier selection. As of June 30, 2018, we have substantially completed all of the deliverables under the agreement, with the exception of the POC study, which is ongoing. |
License Agreement9
License Agreement | 12 Months Ended |
Jun. 30, 2018 | |
Presage License Agreement | |
License Agreement | Note 3. Presage License Agreement In September 2017, we entered into a license agreement with Presage Biosciences, Inc. (“Presage”). Under the terms of such license agreement (the “Presage License Agreement”), Presage granted to us exclusive worldwide rights to develop, manufacture and commercialize voruciclib, a clinical-stage, oral and selective CDK inhibitor, and related compounds. In exchange, we paid Presage an up-front mid-single-digit |
Intangible Assets
Intangible Assets | 12 Months Ended |
Jun. 30, 2018 | |
Intangible Assets | Note 4. Intangible Assets Intangible assets consisted of the following, in thousands: June 30, 2018 2017 S*Bio Patents – Gross $ 500 $ 500 Less: accumulated amortization (204 ) (169 ) Intangible assets, net $ 296 $ 331 Amortization expense of intangible assets for the years ended June 30, 2018, 2017 and 2016 was $35,000, $35,000 and $35,000, respectively. We expect to record amortization of $35,000 per year through 2026 for our S*Bio patents. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Jun. 30, 2018 | |
Property and Equipment | Note 5. Property and Equipment Property and equipment consisted of the following, in thousands: June 30, 2018 2017 Furniture and equipment $ 81 $ 95 Less: accumulated depreciation (49 ) (45 ) Property and equipment, net $ 32 $ 50 Depreciation expense of property and equipment for the years ended June 30, 2018, 2017 and 2016 was $18,000, $50,000 and $23,000, respectively. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Jun. 30, 2018 | |
Accrued Liabilities | Note 6. Accrued Liabilities Accrued liabilities consisted of the following, in thousands: June 30, 2018 2017 Accrued pre-clinical $ 1,234 $ 1,334 Accrued compensation and benefits 1,766 1,546 Accrued legal and professional services expenses 251 267 Other 203 138 Total accrued liabilities $ 3,454 $ 3,285 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Jun. 30, 2018 | |
Stockholders' Equity | Note 7. Stockholders’ Equity Equity Transactions May 2018 Private Placement In May 2018, we raised $70.2 million, net of transaction costs, in a private placement of common shares and warrants. We issued and sold 33,003,296 shares of common stock at a purchase price of $2.27 per share, as well as warrants to purchase 16,501,645 shares. The warrants are exercisable at a price of $2.54 per share and expire in May 2023. In the event of a sale of the Company, the terms of the warrants require us to use our best efforts to ensure the holders of such warrants will have a continuing right to purchase shares of the acquirer and, if our efforts are unsuccessful, to make a payment to such warrant holders based on a Black-Scholes valuation (using variables as specified in the warrants). Therefore we are required to account for these warrants as liabilities and record them at fair value. We recorded the fair value of the warrants of $36.6 million upon issuance using the Black-Scholes valuation model. The warrants were revalued as of June 30, 2018 at $46.3 million; the change in fair value of $9.7 million was recorded in our statement of operations for the year ended June 30, 2018. Additionally, we allocated $2.4 million of the transaction costs to financing expense on our statement of operations. The remaining $2.4 million of transaction costs were offset against the proceeds allocated to our common stock. Shelf Registration Statement In May 2017, we filed a shelf registration statement on Form S-3 At-The-Market Helsinn Equity Investment On August 5, 2016, we entered into the Helsinn Equity Agreement. Pursuant to the terms of the Helsinn Equity Agreement, we issued 2,616,431 shares of common stock on August 16, 2016 in exchange for a $5.0 million investment. The transaction was exempt from registration pursuant to Section 4(a)(2) of the Securities Act. Description of Capital Stock Our total authorized share capital is 113,100,000 shares consisting of 113,000,000 shares of common stock, $0.00000002 par value per share, and 100,000 shares of preferred stock, $0.01 par value per share. Common Stock The holders of common stock are entitled to one vote per share. In the event of a liquidation, dissolution or winding up of our affairs, holders of the common stock will be entitled to share rateably in all our assets that are remaining after payment of our liabilities and the liquidation preference of any outstanding shares of preferred stock. All outstanding shares of common stock are fully paid and non-assessable. pre-emptive Preferred Stock Our Board of Directors has the authority to issue up to 100,000 shares of preferred stock with par value of $.01 per share in one or more series and to fix the rights, preferences, privileges and restrictions in respect of that preferred stock, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption (including sinking fund provisions), redemption prices and liquidation preferences, and the number of shares constituting such series and the designation of any such series, without future vote or action by the stockholders. Therefore, the board without the approval of the stockholders could authorize the issue of preferred stock with voting, conversion and other rights that could affect the voting power, dividend and other rights of the holders of shares or that could have the effect of delaying, deferring or preventing a change of control. There were no shares of preferred stock outstanding as of June 30, 2018 or 2017. Warrants As of June 30, 2018, there were outstanding warrants to purchase 16,501,645 shares of our common stock at an exercise price of $2.54 per share, which expire in May 2023, issued in conjunction with our May 2018 Private Placement. The warrants were fully vested upon issuance in May 2018. |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Jun. 30, 2018 | |
Share-based Compensation | Note 8. Share-based Compensation We use equity-based compensation programs to provide long-term performance incentives for our employees. These incentives consist primarily of stock options and RSUs. In December 2008, we adopted the MEI Pharma, Inc. 2008 Stock Omnibus Equity Compensation Plan (“2008 Plan”), as amended and restated in 2011, 2013 and 2016, under which 10,186,000 shares of common stock are authorized for issuance. The 2008 Plan provides for the grant of options and/or other stock-based or stock-denominated awards to our non-employee Total share-based compensation expense for all stock awards consists of the following, in thousands: Years Ended June 30, 2018 2017 2016 Research and development $ 1,176 $ 839 $ 1,871 General and administrative 2,041 1,465 852 Total share-based compensation $ 3,217 $ 2,304 $ 2,723 Stock Options Stock options granted to employees vest ratably each month for a period of 36 months, or vest 25% one year from the date of grant and ratably each month thereafter for a period of 36 months and expire either five years or ten years from the date of grant. Stock options granted to directors vest ratably each month for periods ranging from seven to 36 months from the date of grant and expire either five years or ten years from the date of grant. As of June 30, 2018, there were a total of 6,281,615 options outstanding. A summary of our stock option activity and related data follows: Number of Weighted-Average Weighted-Average Aggregate Outstanding at June 30, 2017 4,259,083 $ 3.21 Granted 2,772,333 $ 3.14 Exercised (192,937 ) $ 1.71 Forfeited / Cancelled (318,615 ) $ 3.44 Expired (238,249 ) $ 6.76 Outstanding at June 30, 2018 6,281,615 $ 3.08 7.3 $ 8,942,979 Vested and exercisable at June 30, 2018 3,048,685 $ 3.40 5.5 $ 4,846,546 As of June 30, 2018, the aggregate intrinsic value of outstanding options is calculated as the difference between the exercise price of the underlying options and the closing price of our common stock of $3.94 on that date. The total fair value of options that vested during the years ended June 30, 2018, 2017 and 2016 was $2.4 million, $2.4 million and $3.1 million, respectively. A summary of our nonvested stock option activity: Number of Weighted-Average Nonvested at June 30, 2017 2,019,593 $ 1.57 Granted 2,772,333 $ 2.40 Forfeited (237,627 ) $ 1.89 Vested (1,321,369 ) $ 1.84 Nonvested at June 30, 2018 3,232,930 $ 2.15 Unrecognized compensation expense related to non-vested We use a Black-Scholes valuation model to estimate the grant date fair value of stock options. To calculate these fair values, the following weighted-average assumptions were used: Years ended June 30, 2018 2017 2016 Risk-free interest rate 2.3 % 1.3 % 1.7 % Expected life (years) 6.0 5.9 5.8 Expected volatility 93.7 % 107.4 % 116.7 % Dividend yield 0.0 % 0.0 % 0.0 % Weighted-average grant date fair value $ 2.40 $ 1.15 $ 1.35 Restricted Stock Units In March 2013, the Compensation Committee of the Board of Directors granted 400,000 RSUs to our Chief Executive Officer. Each RSU represented the contingent right to receive one share of our common stock. The shares underlying the RSUs were delivered on March 29, 2018, and we issued 271,080 shares of common stock, net of shares withheld to cover taxes and fees. The fair value of the RSUs on the date of grant was $3.5 million. We had 332,193 unvested RSUs outstanding as of June 30, 2018. Each RSU represents the contingent right to receive one share of our common stock. The RSUs were subject to performance criteria that were met in August 2016. The RSUs vested in August 2018. The fair value of the RSUs was measured at $1.61 per unit on the date the performance criteria were met. As of June 30, 2018, unrecognized compensation expense related to the unvested portion of our RSUs was approximately $26,000 and is expected to be recognized over approximately 0.1 years. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies | Note 9. Commitments and Contingencies We have contracted with various consultants and third parties to assist us in pre-clinical We have leased approximately 13,700 square feet of office space, located at 3611 Valley Centre Drive, San Diego, California 92130. The location houses our executive and administrative offices. The lease commenced in June 2017 and expires in May 2020. The monthly rental rate is approximately $46,000 over the remaining lease term, plus a pro rata share of certain building expenses. The remaining contractual obligation for the lease is $1.1 million. Presage License Agreement As discussed in Note 3, we are party to a license agreement with Presage under which we may be required to make future payments upon the achievement of certain development, regulatory and commercial milestones, as well as potential future royalties based upon net sales. As of June 30, 2018, we have not accrued any amounts for potential future payments as they are not probable. S*Bio Purchase Agreement We are party to a definitive asset purchase agreement with S*Bio, pursuant to which we acquired certain assets comprised of intellectual property and technology including rights to pracinostat. We agreed to make certain milestone payments to S*Bio based on the achievement of certain clinical, regulatory and net sales-based milestones, as well as to make certain contingent earnout payments to S*Bio. Milestone payments will be made to S*Bio up to an aggregate amount of $75.2 million if certain U.S., E.U. and Japanese regulatory approvals are obtained and if certain net sales thresholds are met in North America, the E.U. and Japan. The first milestone payment of $200,000 plus 166,527 shares of our common stock having a value of $500,000 was paid in August 2017 upon the first dosing of a patient in a Phase 3 clinical trial. Subsequent milestone payments will be due upon certain regulatory approvals and sales-based events. As of June 30, 2018, we have not accrued any amounts for potential future payments as they are not probable. CyDex License Agreement We are party to a license agreement with CyDex Pharmaceuticals, Inc. (“CyDex”). Under the license agreement, CyDex granted to us an exclusive, nontransferable license to intellectual property rights relating to Captisol ® ME-344). non-refundable |
Segment Information
Segment Information | 12 Months Ended |
Jun. 30, 2018 | |
Segment Information | Note 10. Segment Information We have one operating segment, the development of pharmaceutical compounds. All of our assets and liabilities were located in the United States of America as of June 30, 2018, 2017 and 2016. |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2018 | |
Income Taxes | Note 11. Income Taxes Pre-tax Years ended June 30, 2018 2017 2016 Domestic $ (40,068 ) $ 2,670 $ (20,862 ) Foreign — — — Pre-tax $ (40,068 ) $ 2,670 $ (20,862 ) The reconciliation of income tax computed at the U.S. federal statutory tax rates to income tax expense is as follows (in thousands): Years Ended June 30, 2018 2017 2016 $ % $ % $ % Tax benefit (expense) at U.S. statutory rates $ 11,019 28% $ (908 ) 34% $ 7,093 34% State tax (5,370 ) -13% (158 ) 6% 1,215 6% Other (537 ) -1% (208 ) 8% (356 ) -2% Capital loss carryover expiration — 0% (26,382 ) 988% — 0% Decrease (increase) in valuation allowance 14,914 37% 27,655 -1036% (7,953 ) -38% Revaluation of deferred taxes (15,870 ) -40% — 0% — 0% Equity compensation (837 ) -2% — 0% — 0% Equity financing costs (3,320 ) -8% — 0% — 0% $ (1 ) 0% $ (1 ) 0% $ (1 ) 0% Deferred tax liabilities and assets are comprised of the following (in thousands): June 30, 2018 2017 Deferred tax assets: Fixed and intangible assets $ 17,790 $ 29,660 Tax carried forward losses 8,893 7,886 Share-based payments 2,354 5,621 Compensation accruals 367 630 Capital lease obligation 171 413 Consultant and other accruals 35 325 Charitable contributions 11 — Total deferred tax assets 29,621 44,535 Valuation allowance for deferred tax assets (29,621 ) (44,535 ) Net deferred tax assets and liabilities $ — $ — We evaluate the recoverability of the deferred tax assets and the amount of the required valuation allowance. Due to the uncertainty surrounding the realization of the tax deductions in future tax returns, we have recorded a valuation allowance against our net deferred tax assets as of June 30, 2018 and 2017. At such time as it is determined that it is more likely than not that the deferred tax assets will be realized, the valuation allowance would be reduced. We had federal and state net operating loss carryforwards of approximately $36.4 million and $17.8 million as of June 30, 2018. Under the new tax law, the Federal net operating loss generated subsequent to December 31, 2017 will be carried forward indefinitely. The Federal and state net operating losses generated prior to December 31, 2017 will begin to expire in 2022 and 2029, respectively. Our ability to utilize our net operating loss carryforwards may be substantially limited due to ownership changes that have occurred or that could occur in the future under Section 382 of the Internal Revenue Code and similar state laws. During 2017, we completed a study to analyze whether one or more ownership changes had occurred through August 31, 2016 and determined that two such ownership changes did occur. While those ownership changes do limit the amount of net operating loss we are able to use each year, all of our net operating losses were expected to be available for utilization prior to expiring. We are in the process of updating our analysis of owner shifts to determine whether there are any additional limitations on the utilization of our net operating loss carryforwards since August 31, 2016. None of our prior income tax returns have been selected for examination by a major taxing jurisdiction; however, the statutes of limitations for various filings remain open. The oldest filings subject to potential examination for federal and state purposes are 2015 and 2014, respectively. If we utilize a net operating loss related to a closed year, the amount of the net operating loss may still be adjusted by the taxing authority. We have not reduced any tax benefit on our financial statements due to uncertain tax positions as of June 30, 2018 and we are not aware of any circumstance that would significantly change this result through the end of fiscal year 2019. To the extent we incur income-tax |
Selected Quarterly Financial In
Selected Quarterly Financial Information (Unaudited) | 12 Months Ended |
Jun. 30, 2018 | |
Selected Quarterly Financial Information (Unaudited) | Note 12. Selected Quarterly Financial Information (Unaudited) The following table presents our unaudited quarterly results of operations for the years ended June 30, 2018 and 2017 (in thousands, except per share amounts). Quarters Ended June 30, March 31, December 31, September 30, Total revenues $ 548 $ 433 $ 358 $ 283 Net loss (1) $ (19,253 ) $ (5,948 ) $ (6,079 ) $ (8,788 ) Basic loss per share $ (0.36 ) $ (0.16 ) $ (0.16 ) $ (0.24 ) Diluted loss per share $ (0.36 ) $ (0.16 ) $ (0.16 ) $ (0.24 ) Quarters Ended June 30, March 31, December 31, September 30, Total revenues $ 449 $ 4,505 $ 17,199 $ 1,096 Net income (loss) (1) $ (4,343 ) $ (602 ) $ 11,885 $ (4,270 ) Basic income (loss) per share $ (0.12 ) $ (0.02 ) $ 0.32 $ (0.12 ) Diluted income (loss) per share $ (0.12 ) $ (0.02 ) $ 0.32 $ (0.12 ) (1) We have experienced large changes in our net (loss) income which relates to the fair value of the warrant liability for the year ended June 30, 2018 and revenues associated with the Helsinn License Agreement for the year ended June 30, 2017. Refer to Notes 7 and 2 respectively, for further discussion. |
The Company and Summary of Si19
The Company and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2018 | |
Clinical Development Programs | Clinical Development Programs Our approach to building our pipeline is to license promising cancer agents and build value in programs through development and commercialization, or strategic partnerships, as appropriate. Our drug candidate pipeline includes: • Pracinostat, an oral histone deacetylase (“HDAC”) inhibitor; • ME-401, 3-kinase • Voruciclib, an oral cyclin-dependent kinase (“CDK”) inhibitor; and • ME-344, The results of pre-clinical ME-401, ME-344, |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and disclosures made in the accompanying notes to the financial statements. We use estimates that affect the reported amounts (including assets, liabilities, revenues and expenses) and related disclosures. Actual results could materially differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash and highly liquid investments with original maturities of three months or less when purchased. Cash is maintained at financial institutions and, at times, balances may exceed federally insured limits. We have never experienced any losses related to these balances. |
Short-Term Investments | Short-Term Investments Investments that have maturities of greater than three months but less than one year are classified as short-term investments. As of June 30, 2018 and 2017, our short-term investments consisted of $89.4 million and $45.1 million, respectively, in U.S. government securities. The short-term investments held as of June 30, 2018 and 2017 had maturity dates of less than one year, are considered to be “held to maturity” and are carried at amortized cost. Due to the short-term maturities of these instruments, the amortized cost approximates the related fair values. As of June 30, 2018 and 2017, the gross holding gains and losses were immaterial. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value is as follows: • Level 1 — Observable inputs such as quoted prices in active markets for identical assets or liabilities. • Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, 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. We measure the following financial instruments at fair value on a recurring basis. The fair values of these financial instruments were as follows (in thousands): June 30, 2018 June 30, 2017 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 13,309 $ — $ — $ 8,458 $ — $ — U.S. government treasury bills 89,434 — — 45,107 — — Total $ 102,743 $ — $ — $ 53,565 $ — $ — Liabilities: Warrant liability $ — $ — $ (46,313 ) $ — $ — $ — Total $ — $ — $ (46,313 ) $ — $ — $ — The carrying amounts of financial instruments such as cash equivalents, short-term investments and accounts payable approximate the related fair values due to the short-term maturities of these instruments. We invest our excess cash in financial instruments which are readily convertible into cash, such as money market funds and U.S. government securities. Cash equivalents, where applicable, and short-term investments are classified as Level 1 as defined by the fair value hierarchy. In May 2018, we issued warrants in connection with our private placement of common shares. Pursuant to the terms of the warrants, we could be required to settle the warrants in cash in the event of an acquisition of the Company and, as a result, the warrants are required to be measured at fair value and reported as a liability in the balance sheet. We recorded the fair value of the warrants upon issuance using the Black-Scholes valuation model and are required to revalue the warrants at each reporting date with any changes in fair value recorded on our statement of operations. The valuation of the warrants is considered under Level 3 of the fair value hierarchy due to the need to use assumptions in the valuation that are both significant to the fair value measurement and unobservable. Inputs used to determine estimated fair value of the warrant liabilities include the estimated fair value of the underlying stock at the valuation date, the estimated term of the warrants, risk-free interest rates, expected dividends and the expected volatility of the underlying stock. The significant unobservable inputs used in the fair value measurement of the warrant liabilities were the volatility rate and the estimated term of the warrants. Generally, increases (decreases) in the fair value of the underlying stock and estimated term would result in a directionally similar impact to the fair value measurement. The change in the fair value of the Level 3 warrant liability is reflected in the statement of operations for the year ended June 30, 2018. To calculate the fair value of the warrant liability, the following assumptions were used: June 30, May 16, Risk-free interest rate 2.7 % 2.9 % Expected life (years) 4.8 5.0 Expected volatility 77.3 % 75.6 % Dividend yield 0.0 % 0.0 % Black-Scholes Fair Value $ 2.81 $ 2.22 The following table sets forth a summary of changes in the estimated fair value of our Level 3 warrant liability for the year ended June 30, 2018 (in thousands): Fair Value of Balance at July 1, 2017 $ — Issuance of liability classified warrants 36,608 Change in estimated fair value of liability classified warrants 9,705 Balance at June 30, 2018 $ 46,313 |
Intangible Assets | Intangible Assets Intangible assets consist of patents acquired from S*Bio in August 2012, relating to a family of heterocyclic compounds that inhibit HDACs. Capitalized amounts are amortized on a straight-line basis over the expected life of the intellectual property of 14 years from the date of acquisition. The carrying values of intangible assets are periodically reviewed to determine if the facts and circumstances suggest that a potential impairment may have occurred. Results of operations for the years ended June 30, 2018, 2017 and 2016 do not reflect any write-downs associated with the potential impairment of intangible assets. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost and depreciated over the estimated useful lives of the assets (generally three to seven years) using the straight-line method. Leasehold improvements are stated at cost and are amortized over the shorter of the estimated useful lives of the assets or the lease term. |
Revenue Recognition | Revenue Recognition Payments received under commercial arrangements, such as licensing technology rights, may include non-refundable Multiple Element Arrangements Deliverables under an arrangement will be separate units of accounting, provided (i) a delivered item has value to the customer on a standalone basis; and (ii) the arrangement includes a general right of return relative to the delivered item, and delivery or performance of the undelivered item is considered probable and substantially in our control. We account for revenue arrangements with multiple elements by separating and allocating consideration according to the relative selling price of each deliverable. If an element can be separated, an amount is allocated based upon the relative selling price of each element. We determine the relative selling price of a separate deliverable using the price we charge other customers when we sell that element separately. If the element is not sold separately and third party pricing evidence is not available, we will use our best estimate of selling price. License Fee Revenue Non-refundable, up-front non-refundable case-by-case Research and Development Revenue Research and development revenue represents ratable recognition of fees allocated to research and development activities. We defer recognition of research and development revenue until the performance of the related research and development activities has occurred. Research and development revenue for the year ended June 30, 2018 and 2017 related to services provided by third-party vendors related to research and development activities performed under the Helsinn License Agreement (Note 2). Cost of Research and Development Revenue Cost of research and development revenue primarily includes external costs paid to third-party contractors to perform research, conduct clinical trials and develop and manufacture drug materials, and internal compensation and related personnel expenses to support our research and development revenue. All cost of research and development revenue relates to expenses incurred in connection with our development activities in accordance with the Helsinn License Agreement. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred and include costs paid to third-party contractors to perform research, conduct clinical trials and develop and manufacture drug materials. Clinical trial costs, including costs associated with third-party contractors, are a significant component of research and development expenses. We expense research and development costs based on work performed. In determining the amount to expense, management relies on estimates of total costs based on contract components completed, the enrollment of subjects, the completion of trials, and other events. Costs incurred related to the purchase of in-process |
Share-based Compensation | Share-based Compensation Share-based compensation expense for employees and directors is recognized in the statement of operations based on estimated amounts, including the grant date fair value and the expected service period. For stock options, we estimate the grant date fair value using a Black-Scholes valuation model, which requires the use of multiple subjective inputs including estimated future volatility, expected forfeitures and the expected term of the awards. We estimate the expected future volatility based on the stock’s historical price volatility. The stock’s future volatility may differ from our estimated volatility at the grant date. For restricted stock unit (“RSU”) equity awards, we estimate the grant date fair value using our closing stock price on the date of grant. Share-based compensation recorded in the statement of operations is based on the awards expected to ultimately vest and has been reduced for estimated forfeitures. The estimated forfeiture rates may differ from actual forfeiture rates which would affect the amount of expense recognized during the period. We recognize the value of the awards over the awards’ requisite service or performance periods. The requisite service period is generally the time over which the share-based awards vest. |
Interest and Dividend Income | Interest and Dividend Income Interest on cash balances is recognized when earned. Dividend income is recognized when the right to receive the payment is established. |
Income Taxes | Income Taxes Our income tax expense consists of current and deferred income tax expense or benefit. Current income tax expense or benefit is the amount of income taxes expected to be payable or refundable for the current year. A deferred income tax asset or liability is recognized for the future tax consequences attributable to tax credits and loss carryforwards and to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. As of June 30, 2018 and 2017, we have established a valuation allowance to fully reserve our net deferred tax assets. Tax rate changes are reflected in income during the period such changes are enacted. Changes in our ownership may limit the amount of net operating loss carry-forwards that can be utilized in the future to offset taxable income. On December 22, 2017 the U.S government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act reduces the corporate tax rate from 34% to 21%, effective for tax years beginning January 1, 2018. We are subject to the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 740-10, re-measurement Changes in our ownership may limit the amount of net operating loss carry-forwards that can be utilized in the future to offset taxable income. The FASB Topic on Income Taxes prescribes a recognition threshold and measurement attribute criteria for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not |
Net (Loss) Income Per Share | Net (Loss) Income Per Share Basic and diluted net (loss) income per share are computed using the weighted-average number of shares of common stock outstanding during the period, less any shares subject to repurchase or forfeiture. There were no shares of common stock subject to repurchase or forfeiture for the years ended June 30, 2018, 2017 and 2016. Our potentially dilutive shares, which include outstanding stock options, restricted stock units, and warrants, are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. For the years ended June 30, 2018, 2017 and 2016, we did not have any items that would be classified as other comprehensive income or losses. Shares used in calculating net (loss) income per share was determined as follows (in thousands): Years ended June 30, 2018 2017 2016 Weighted average shares outstanding 41,064 36,435 34,156 Effect of vested restricted stock units 367 378 244 Weighted average shares used in calculating basic (loss) earnings per share 41,431 36,813 34,400 Effect of potentially dilutive common shares from equity awards — 125 — Weighted average shares used in calculating diluted (loss) earnings per share 41,431 36,938 34,400 The following potentially dilutive shares (in thousands) that have been excluded from the calculation of net (loss) income per share because of their anti-dilutive effect: Years ended June 30, 2018 2017 2016 Stock options 5,606 3,749 2,687 Restricted stock units 336 — 179 Warrants 3,532 3,582 3,762 Total anti-dilutive shares 9,474 7,331 6,628 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Adopted Accounting Standards In January 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-01 2017-01”), Business Combinations (Topic 804): Clarifying the Definition of a Business 2017-01 In March 2016, the FASB issued ASU 2016-09 Improvements to Employee Share-Based Payment Accounting In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation: Scope of Modification Accounting, non-substantive. Accounting Standards Not Yet Adopted In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers 2016-08, Revenue from Contracts with Customers, Principal versus Agent Considerations 2016-10, Revenue from Contracts with Customers, Identifying Performance Obligations and Licensing 2016-11, Revenue from Contracts with Customers and Derivatives and Hedging – Rescission of SEC Guidance 2016-12, Revenue from Contracts with Customers – Narrow Scope Improvements and Practical Expedients 2014-09 In February 2016, the FASB issued ASU 2016-02 Leases right-of-use |
The Company and Summary of Si20
The Company and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Schedule of Financial Instruments Measured at Fair Value on Recurring Basis | We measure the following financial instruments at fair value on a recurring basis. The fair values of these financial instruments were as follows (in thousands): June 30, 2018 June 30, 2017 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 13,309 $ — $ — $ 8,458 $ — $ — U.S. government treasury bills 89,434 — — 45,107 — — Total $ 102,743 $ — $ — $ 53,565 $ — $ — Liabilities: Warrant liability $ — $ — $ (46,313 ) $ — $ — $ — Total $ — $ — $ (46,313 ) $ — $ — $ — |
Schedule of Assumptions Used to Calculate Fair Value of Warrant Liability | To calculate the fair value of the warrant liability, the following assumptions were used: June 30, May 16, Risk-free interest rate 2.7 % 2.9 % Expected life (years) 4.8 5.0 Expected volatility 77.3 % 75.6 % Dividend yield 0.0 % 0.0 % Black-Scholes Fair Value $ 2.81 $ 2.22 |
Schedule of Changes in Estimated Fair Value of Warrant Liability | The following table sets forth a summary of changes in the estimated fair value of our Level 3 warrant liability for the year ended June 30, 2018 (in thousands): Fair Value of Balance at July 1, 2017 $ — Issuance of liability classified warrants 36,608 Change in estimated fair value of liability classified warrants 9,705 Balance at June 30, 2018 $ 46,313 |
Calculation of Weighted Average Shares Used to Calculate Basic and Diluted (Loss) Earnings Per Share | Shares used in calculating net (loss) income per share was determined as follows (in thousands): Years ended June 30, 2018 2017 2016 Weighted average shares outstanding 41,064 36,435 34,156 Effect of vested restricted stock units 367 378 244 Weighted average shares used in calculating basic (loss) earnings per share 41,431 36,813 34,400 Effect of potentially dilutive common shares from equity awards — 125 — Weighted average shares used in calculating diluted (loss) earnings per share 41,431 36,938 34,400 |
Antidilutive Securities | The following potentially dilutive shares (in thousands) that have been excluded from the calculation of net (loss) income per share because of their anti-dilutive effect: Years ended June 30, 2018 2017 2016 Stock options 5,606 3,749 2,687 Restricted stock units 336 — 179 Warrants 3,532 3,582 3,762 Total anti-dilutive shares 9,474 7,331 6,628 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Schedule of Intangible Assets | Intangible assets consisted of the following, in thousands: June 30, 2018 2017 S*Bio Patents – Gross $ 500 $ 500 Less: accumulated amortization (204 ) (169 ) Intangible assets, net $ 296 $ 331 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Schedule of Property and Equipment | Property and equipment consisted of the following, in thousands: June 30, 2018 2017 Furniture and equipment $ 81 $ 95 Less: accumulated depreciation (49 ) (45 ) Property and equipment, net $ 32 $ 50 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Accrued Liabilities | Accrued liabilities consisted of the following, in thousands: June 30, 2018 2017 Accrued pre-clinical $ 1,234 $ 1,334 Accrued compensation and benefits 1,766 1,546 Accrued legal and professional services expenses 251 267 Other 203 138 Total accrued liabilities $ 3,454 $ 3,285 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Share-Based Compensation Expense for Stock Awards | Total share-based compensation expense for all stock awards consists of the following, in thousands: Years Ended June 30, 2018 2017 2016 Research and development $ 1,176 $ 839 $ 1,871 General and administrative 2,041 1,465 852 Total share-based compensation $ 3,217 $ 2,304 $ 2,723 |
Summary of Stock Option Activity and Related Data | A summary of our stock option activity and related data follows: Number of Weighted-Average Weighted-Average Aggregate Outstanding at June 30, 2017 4,259,083 $ 3.21 Granted 2,772,333 $ 3.14 Exercised (192,937 ) $ 1.71 Forfeited / Cancelled (318,615 ) $ 3.44 Expired (238,249 ) $ 6.76 Outstanding at June 30, 2018 6,281,615 $ 3.08 7.3 $ 8,942,979 Vested and exercisable at June 30, 2018 3,048,685 $ 3.40 5.5 $ 4,846,546 |
Nonvested Stock Option Activity | A summary of our nonvested stock option activity: Number of Weighted-Average Nonvested at June 30, 2017 2,019,593 $ 1.57 Granted 2,772,333 $ 2.40 Forfeited (237,627 ) $ 1.89 Vested (1,321,369 ) $ 1.84 Nonvested at June 30, 2018 3,232,930 $ 2.15 |
Fair Value of Stock Options Weighted-Average Assumptions Used | We use a Black-Scholes valuation model to estimate the grant date fair value of stock options. To calculate these fair values, the following weighted-average assumptions were used: Years ended June 30, 2018 2017 2016 Risk-free interest rate 2.3 % 1.3 % 1.7 % Expected life (years) 6.0 5.9 5.8 Expected volatility 93.7 % 107.4 % 116.7 % Dividend yield 0.0 % 0.0 % 0.0 % Weighted-average grant date fair value $ 2.40 $ 1.15 $ 1.35 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Pre-Tax Income (Loss) Information | Pre-tax Years ended June 30, 2018 2017 2016 Domestic $ (40,068 ) $ 2,670 $ (20,862 ) Foreign — — — Pre-tax $ (40,068 ) $ 2,670 $ (20,862 ) |
Reconciliation of Income Taxes Computed at U.S Federal Statutory Tax Rates to Income Tax Expense | The reconciliation of income tax computed at the U.S. federal statutory tax rates to income tax expense is as follows (in thousands): Years Ended June 30, 2018 2017 2016 $ % $ % $ % Tax benefit (expense) at U.S. statutory rates $ 11,019 28% $ (908 ) 34% $ 7,093 34% State tax (5,370 ) -13% (158 ) 6% 1,215 6% Other (537 ) -1% (208 ) 8% (356 ) -2% Capital loss carryover expiration — 0% (26,382 ) 988% — 0% Decrease (increase) in valuation allowance 14,914 37% 27,655 -1036% (7,953 ) -38% Revaluation of deferred taxes (15,870 ) -40% — 0% — 0% Equity compensation (837 ) -2% — 0% — 0% Equity financing costs (3,320 ) -8% — 0% — 0% $ (1 ) 0% $ (1 ) 0% $ (1 ) 0% |
Deferred Tax Liabilities and Assets | Deferred tax liabilities and assets are comprised of the following (in thousands): June 30, 2018 2017 Deferred tax assets: Fixed and intangible assets $ 17,790 $ 29,660 Tax carried forward losses 8,893 7,886 Share-based payments 2,354 5,621 Compensation accruals 367 630 Capital lease obligation 171 413 Consultant and other accruals 35 325 Charitable contributions 11 — Total deferred tax assets 29,621 44,535 Valuation allowance for deferred tax assets (29,621 ) (44,535 ) Net deferred tax assets and liabilities $ — $ — |
Selected Quarterly Financial 26
Selected Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Unaudited Quarterly Results of Operations | The following table presents our unaudited quarterly results of operations for the years ended June 30, 2018 and 2017 (in thousands, except per share amounts). Quarters Ended June 30, March 31, December 31, September 30, Total revenues $ 548 $ 433 $ 358 $ 283 Net loss (1) $ (19,253 ) $ (5,948 ) $ (6,079 ) $ (8,788 ) Basic loss per share $ (0.36 ) $ (0.16 ) $ (0.16 ) $ (0.24 ) Diluted loss per share $ (0.36 ) $ (0.16 ) $ (0.16 ) $ (0.24 ) Quarters Ended June 30, March 31, December 31, September 30, Total revenues $ 449 $ 4,505 $ 17,199 $ 1,096 Net income (loss) (1) $ (4,343 ) $ (602 ) $ 11,885 $ (4,270 ) Basic income (loss) per share $ (0.12 ) $ (0.02 ) $ 0.32 $ (0.12 ) Diluted income (loss) per share $ (0.12 ) $ (0.02 ) $ 0.32 $ (0.12 ) (1) We have experienced large changes in our net (loss) income which relates to the fair value of the warrant liability for the year ended June 30, 2018 and revenues associated with the Helsinn License Agreement for the year ended June 30, 2017. Refer to Notes 7 and 2 respectively, for further discussion. |
Company and Summary of Signific
Company and Summary of Significant Accounting Policies - Additional Information (Detail) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
May 31, 2017 | Mar. 31, 2016 | Jun. 30, 2018USD ($) | Jun. 30, 2018USD ($)ClinicalTrialsshares | Jun. 30, 2017USD ($)shares | Jun. 30, 2016USD ($)shares | |
Targeted or Tracking Stock, Stock [Line Items] | ||||||
Number of clinical stage candidates | ClinicalTrials | 4 | |||||
Number of candidate in an ongoing global registration trial | ClinicalTrials | 1 | |||||
Short-term investments | $ 89,434,000 | $ 89,434,000 | $ 45,107,000 | |||
Estimated life of the intellectual property | 14 years | |||||
Impairment of intangible assets | $ 0 | $ 0 | $ 0 | |||
Corporate tax rate | 21.00% | 27.50% | 34.00% | 34.00% | ||
Decrease in deferred tax assets | $ 15,870,000 | |||||
Increase in valuation allowance | (14,914,000) | $ (27,655,000) | $ 7,953,000 | |||
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 | |||
Common stock subject to repurchase or forfeiture | shares | 0 | 0 | 0 | |||
Accounting Standards Update 2016-09 [Member] | ||||||
Targeted or Tracking Stock, Stock [Line Items] | ||||||
Impact of adopted accounting standard | Did not have a material impact on our financial statements. | |||||
Accounting Standards Update 2017-09 [Member] | ||||||
Targeted or Tracking Stock, Stock [Line Items] | ||||||
Impact of adopted accounting standard | Did not have a material impact on our financial statements. | |||||
Minimum | ||||||
Targeted or Tracking Stock, Stock [Line Items] | ||||||
Property and equipment, estimated useful life | 3 years | |||||
Maximum | ||||||
Targeted or Tracking Stock, Stock [Line Items] | ||||||
Property and equipment, estimated useful life | 7 years |
Schedule of Financial Instrumen
Schedule of Financial Instruments Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | May 31, 2018 | Jun. 30, 2017 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Warrant liability | $ (46,313) | $ (36,600) | |
Level 1 | Fair Value, Measurements, Recurring [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Cash and cash equivalents | 13,309 | $ 8,458 | |
U.S. government treasury bills | 89,434 | 45,107 | |
Total assets | 102,743 | $ 53,565 | |
Level 3 | Fair Value, Measurements, Recurring [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Warrant liability | (46,313) | ||
Total liability | $ (46,313) |
Schedule of Assumptions Used to
Schedule of Assumptions Used to Calculate Fair Value of Warrant Liability (Detail) - $ / shares | May 16, 2018 | Jun. 30, 2018 |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Risk-free interest rate | 2.90% | 2.70% |
Expected life | 5 years | 4 years 9 months 18 days |
Expected volatility | 75.60% | 77.30% |
Dividend yield | 0.00% | 0.00% |
Black-Scholes Fair Value | $ 2.22 | $ 2.81 |
Schedule of Changes in Estimate
Schedule of Changes in Estimated Fair Value of Warrant Liability (Detail) $ in Thousands | 12 Months Ended |
Jun. 30, 2018USD ($) | |
Fair value measurements Significant unobservable inputs [Line Items] | |
Change in estimated fair value of liability classified warrants | $ (9,705) |
Ending balance | 46,313 |
Fair Value, Measurements, Recurring [Member] | Level 3 | |
Fair value measurements Significant unobservable inputs [Line Items] | |
Issuance of liability classified warrants | 36,608 |
Change in estimated fair value of liability classified warrants | 9,705 |
Ending balance | $ 46,313 |
Calculation of Weighted Average
Calculation of Weighted Average Shares Used to Calculate Basic and Diluted (Loss) Earnings Per Share (Detail) - shares shares in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Weighted average shares outstanding | 41,064 | 36,435 | 34,156 |
Effect of vested restricted stock units | 367 | 378 | 244 |
Weighted average shares used in calculating basic (loss) earnings per share | 41,431 | 36,813 | 34,400 |
Effect of potentially dilutive common shares from equity awards | 125 | ||
Weighted average shares used in calculating diluted (loss) earnings per share | 41,431 | 36,938 | 34,400 |
Antidilutive Securities (Detail
Antidilutive Securities (Detail) - shares | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Potentially Dilutive Securities Outstanding [Line Items] | |||
Total anti-dilutive shares | 9,474 | 7,331 | 6,628 |
Employee Stock Option | |||
Potentially Dilutive Securities Outstanding [Line Items] | |||
Total anti-dilutive shares | 5,606 | 3,749 | 2,687 |
Restricted Stock Units (RSUs) | |||
Potentially Dilutive Securities Outstanding [Line Items] | |||
Total anti-dilutive shares | 336 | 179 | |
Warrants | |||
Potentially Dilutive Securities Outstanding [Line Items] | |||
Total anti-dilutive shares | 3,532 | 3,582 | 3,762 |
Helsinn License Agreement - Add
Helsinn License Agreement - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Jun. 30, 2017 | Aug. 31, 2016 | |
Potential Regulatory and Sales-Based Milestone Payment | Maximum | ||
Related Party Transaction [Line Items] | ||
Milestone payment receivable amount | $ 444,000,000 | |
Helsinn License Agreement | Helsinn | ||
Related Party Transaction [Line Items] | ||
Compensation receivable for grant of rights | $ 20,000,000 |
Presage License Agreement - Add
Presage License Agreement - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | Jan. 31, 2018 | |
Related Party Transaction [Line Items] | |||||
Research and development expenses | $ 17,038,000 | $ 7,237,000 | $ 13,403,000 | ||
Presage License Agreement | Presage Biosciences, Inc. | |||||
Related Party Transaction [Line Items] | |||||
Payment for license upfront fees | $ 1,900,000 | ||||
Compensation payable for grant of rights | 4,900,000 | ||||
Research and development expenses | $ 2,900,000 | ||||
Presage License Agreement | Presage Biosciences, Inc. | Additional Payment | |||||
Related Party Transaction [Line Items] | |||||
Compensation payable for grant of rights | $ 1,000,000 | ||||
Presage License Agreement | Presage Biosciences, Inc. | Potential Payments on Achievement of Development Regulatory and Commercial Milestones | Maximum | |||||
Related Party Transaction [Line Items] | |||||
Milestone payments payable amount | 179,000,000 | ||||
Presage License Agreement | Presage Biosciences, Inc. | Incremental Payment | |||||
Related Party Transaction [Line Items] | |||||
Compensation payable for grant of rights | $ 2,000,000 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net | $ 296 | $ 331 |
S*Bio Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets - Gross | 500 | 500 |
Less: accumulated amortization | (204) | (169) |
Intangible assets, net | $ 296 | $ 331 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 35,000 | $ 35,000 | $ 35,000 |
S*Bio Patents | |||
Finite-Lived Intangible Assets [Line Items] | |||
Expected amortization expense per year | $ 35,000 | ||
Amortization period | 2,026 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (49) | $ (45) |
Property and equipment, net | 32 | 50 |
Furniture and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, Gross | $ 81 | $ 95 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 18,000 | $ 50,000 | $ 23,000 |
Accrued Liabilities (Detail)
Accrued Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Accrued Liabilities [Line Items] | ||
Accrued pre-clinical and clinical trial expenses | $ 1,234 | $ 1,334 |
Accrued compensation and benefits | 1,766 | 1,546 |
Accrued legal and professional services expenses | 251 | 267 |
Other | 203 | 138 |
Total accrued liabilities | $ 3,454 | $ 3,285 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Aug. 16, 2016 | May 31, 2018 | May 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Nov. 30, 2017 |
Class of Stock [Line Items] | ||||||
Issuance of common stock and warrants | $ 70,200,000 | $ 70,151,000 | $ 4,212,000 | |||
Fair value of warrants | $ 36,600,000 | 46,313,000 | ||||
Change in fair value of warrant liability | (9,705,000) | |||||
Financing costs associated with warrants | 2,367,000 | |||||
Payments of financing costs | 2,400,000 | |||||
Aggregate value of securities available under shelf registration statement | $ 150,000,000 | |||||
Total authorized share capital | 113,100,000 | |||||
Common stock, shares authorized | 113,000,000 | 113,000,000 | ||||
Common stock, par value | $ 0.00 | $ 0.00 | ||||
Preferred stock, shares authorized | 100,000 | 100,000 | ||||
Preferred stock, par value | $ 0.01 | $ 0.01 | ||||
Common stock voting rights | One vote per share | |||||
Preferred stock, shares outstanding | 0 | 0 | ||||
Private Placement | ||||||
Class of Stock [Line Items] | ||||||
Common stock share issued | 33,003,296 | |||||
Common stock share issued, per share | $ 2.27 | |||||
Number of warrants to purchase | 16,501,645 | |||||
Exercise price | $ 2.54 | $ 2.54 | ||||
Warrants expiration date | 2023-05 | |||||
Warrants outstanding | 16,501,645 | |||||
May 2018 Private Placement | ||||||
Class of Stock [Line Items] | ||||||
Warrants vested period | 2018-05 | |||||
Maximum | ||||||
Class of Stock [Line Items] | ||||||
Sale of shares and warrants under agreement | $ 150,000,000 | |||||
Maximum | ATM Sales Agreement | ||||||
Class of Stock [Line Items] | ||||||
Sale of shares under agreement | $ 30,000,000 | |||||
Helsinn Investment Fund SA | Helsinn Equity Agreement | ||||||
Class of Stock [Line Items] | ||||||
Sale of stock, number of common stock issued | 2,616,431 | |||||
Proceeds from sale of equity method investment | $ 5,000,000 |
Share-based Compensation - Addi
Share-based Compensation - Additional Information (Detail) - USD ($) | Jun. 30, 2018 | Mar. 31, 2013 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options outstanding | 6,281,615 | 6,281,615 | 4,259,083 | ||
Total fair value of options vested | $ 2,400,000 | $ 2,400,000 | $ 3,100,000 | ||
Unrecognized compensation expense related to unvested stock options | $ 4,300,000 | $ 4,300,000 | |||
Expected weighted average period for recognition of compensation expense | 1 year 10 months 24 days | ||||
Directors | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 7 months | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 5 years | ||||
Directors | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 36 months | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||
2008 Omnibus Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock authorized | 10,186,000 | 10,186,000 | |||
Shares available for future grant | 2,896,206 | 2,896,206 | |||
Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected weighted average period for recognition of compensation expense | 1 month 6 days | ||||
Fair value of RSUs on the date of grant | $ 3,500,000 | ||||
Issuance of shares | 271,080 | ||||
Unrecognized compensation expense related to non-vested RSUs | $ 26,000 | $ 26,000 | |||
Restricted Stock Units (RSUs) | Employees | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of common stock to be received for each RSUs | 1 | 1 | |||
RSUs grant date fair value per unit | $ 1.61 | ||||
RSUs outstanding | 332,193 | 332,193 | |||
Restricted Stock Units (RSUs) | Chief Executive Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
RSUs granted | 400,000 | ||||
Number of common stock to be received for each RSUs | 1 | ||||
Employee Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock option vested percentage | 25.00% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 36 months | ||||
Employee Stock Option | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 5 years | ||||
Employee Stock Option | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||
Stock Compensation Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Closing price of common stock | $ 3.94 | $ 3.94 |
Share-Based Compensation Expens
Share-Based Compensation Expense for Stock Awards (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation | $ 3,217 | $ 2,304 | $ 2,723 |
Research and development | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation | 1,176 | 839 | 1,871 |
General and administrative | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation | $ 2,041 | $ 1,465 | $ 852 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Detail) | 12 Months Ended |
Jun. 30, 2018USD ($)$ / sharesshares | |
Number of Options | |
Beginning Balance | shares | 4,259,083 |
Granted | shares | 2,772,333 |
Exercised | shares | (192,937) |
Forfeited / Cancelled | shares | (318,615) |
Expired | shares | (238,249) |
Ending balance | shares | 6,281,615 |
Vested and exercisable at end of period | shares | 3,048,685 |
Weighted- Average Exercise Price | |
Beginning Balance | $ / shares | $ 3.21 |
Granted | $ / shares | 3.14 |
Exercised | $ / shares | 1.71 |
Forfeited / Cancelled | $ / shares | 3.44 |
Expired | $ / shares | 6.76 |
Ending balance | $ / shares | 3.08 |
Vested and exercisable at end of period | $ / shares | $ 3.40 |
Weighted Average Remaining Contractual Term (in years) | |
Outstanding at end of period | 7 years 3 months 18 days |
Vested and exercisable at end of period | 5 years 6 months |
Aggregate Intrinsic Value | |
Outstanding at end of period | $ | $ 8,942,979 |
Vested and exercisable at end of period | $ | $ 4,846,546 |
Nonvested Stock Option Activity
Nonvested Stock Option Activity (Detail) - $ / shares | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Number of options | |||
Beginning balance | 2,019,593 | ||
Granted | 2,772,333 | ||
Forfeited | (237,627) | ||
Vested | (1,321,369) | ||
Ending balance | 3,232,930 | 2,019,593 | |
Weighted average grant date fair value | |||
Beginning balance | $ 1.57 | ||
Granted | 2.40 | $ 1.15 | $ 1.35 |
Forfeited | 1.89 | ||
Vested | 1.84 | ||
Ending balance | $ 2.15 | $ 1.57 |
Fair Value of Stock Options Wei
Fair Value of Stock Options Weighted-Average Assumptions Used (Detail) - $ / shares | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 2.30% | 1.30% | 1.70% |
Expected life (years) | 6 years | 5 years 10 months 24 days | 5 years 9 months 18 days |
Expected volatility | 93.70% | 107.40% | 116.70% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Weighted-average grant date fair value | $ 2.40 | $ 1.15 | $ 1.35 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2017USD ($)shares | Jun. 30, 2018USD ($)ft² | Jun. 30, 2017USD ($) | |
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |||
Lease arrangement rent area, square feet | ft² | 13,700 | ||
Lease commencement month and year | 2017-06 | ||
Lease expiration month and year | 2020-05 | ||
Lease rental rate | $ 46,000 | ||
Remaining contractual obligation | 1,100,000 | ||
Future aggregate milestone payments | 75,200,000 | ||
Common stock value | $ 0 | $ 0 | |
Percentage of Purchase Requirement | 100.00% | ||
License and supply agreement notice period | 90 days | ||
Phase Three Clinical Trial | |||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |||
First milestone payment | $ 200,000 | ||
Common stock value | $ 500,000 | ||
Issuance of common stock to purchase asset, shares | shares | 166,527 | ||
S*Bio Purchase Agreement | |||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |||
Accrued payment for potential future payments | $ 0 | ||
CyDex License Agreement | |||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |||
Accrued payment for potential future payments | 0 | ||
Presage License Agreement | |||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |||
Accrued payment for potential future payments | $ 0 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 12 Months Ended |
Jun. 30, 2018Segment | |
Segment Reporting Information [Line Items] | |
Number of operating segments | 1 |
Pre- Tax Income (Loss) Jurisdic
Pre- Tax Income (Loss) Jurisdictions (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Pretax Income (Loss) [Line Items] | |||
Domestic | $ (40,068) | $ 2,670 | $ (20,862) |
Foreign | 0 | 0 | 0 |
Pre-tax loss | $ (40,068) | $ 2,670 | $ (20,862) |
Reconciliation of Income Taxes
Reconciliation of Income Taxes Computed at U.S Federal Statutory Tax rates to Income Tax Expense (Detail) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Reconciliation of Statutory Federal Tax Rate [Line Items] | ||||
Tax benefit (expense) at U.S. statutory rates | $ 11,019,000 | $ (908,000) | $ 7,093,000 | |
State tax | (5,370,000) | (158,000) | 1,215,000 | |
Other | (537,000) | (208,000) | (356,000) | |
Capital loss carryover expiration | (26,382,000) | |||
Decrease (increase) in valuation allowance | 14,914,000 | 27,655,000 | (7,953,000) | |
Revaluation of deferred taxes | (15,870,000) | |||
Equity compensation | (837,000) | |||
Equity financing costs | (3,320) | |||
Income tax expense | $ (1,000) | $ (1,000) | $ (1,000) | |
Tax benefit (expense) at U.S. statutory rates | 21.00% | 27.50% | 34.00% | 34.00% |
State tax | (13.00%) | 6.00% | 6.00% | |
Other | (1.00%) | 8.00% | (2.00%) | |
Capital loss carryover expiration | 0.00% | 988.00% | 0.00% | |
Decrease (increase) in valuation allowance | 37.00% | (1036.00%) | (38.00%) | |
Revaluation of deferred taxes | (40.00%) | 0.00% | 0.00% | |
Equity compensation | (2.00%) | 0.00% | 0.00% | |
Equity financing costs | (8.00%) | 0.00% | 0.00% | |
Effective Income Tax Rate, Continuing Operations, Total | 0.00% | 0.00% | 0.00% |
Deferred Tax Liabilities and As
Deferred Tax Liabilities and Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Deferred tax assets: | ||
Fixed and intangible assets | $ 17,790 | $ 29,660 |
Tax carried forward losses | 8,893 | 7,886 |
Share-based payments | 2,354 | 5,621 |
Compensation accruals | 367 | 630 |
Capital lease obligation | 171 | 413 |
Consultant and other accruals | 35 | 325 |
Charitable contributions | 11 | |
Total deferred tax assets | 29,621 | 44,535 |
Valuation allowance for deferred tax assets | (29,621) | (44,535) |
Net deferred tax assets and liabilities | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) $ in Millions | 12 Months Ended |
Jun. 30, 2018USD ($) | |
Income Taxes [Line Items] | |
Federal net operating loss carry forwards | $ 36.4 |
State net operating loss carry forwards | $ 17.8 |
Federal | |
Income Taxes [Line Items] | |
Expiration year of operating loss carry forwards | 2,022 |
State | |
Income Taxes [Line Items] | |
Expiration year of operating loss carry forwards | 2,029 |
Quarterly Financial Information
Quarterly Financial Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |||||||||
Quarterly Financial Information [Line Items] | |||||||||||||||||||
Total revenues | $ 548 | $ 433 | $ 358 | $ 283 | $ 449 | $ 4,505 | $ 17,199 | $ 1,096 | $ 1,622 | $ 23,249 | |||||||||
Net income (loss) | $ (19,253) | [1] | $ (5,948) | [1] | $ (6,079) | [1] | $ (8,788) | [1] | $ (4,343) | [1] | $ (602) | [1] | $ 11,885 | [1] | $ (4,270) | [1] | $ (40,068) | $ 2,670 | $ (20,862) |
Basic income (loss) per share | $ (0.36) | $ (0.16) | $ (0.16) | $ (0.24) | $ (0.12) | $ (0.02) | $ 0.32 | $ (0.12) | $ (0.97) | $ 0.07 | $ (0.61) | ||||||||
Diluted income (loss) per share | $ (0.36) | $ (0.16) | $ (0.16) | $ (0.24) | $ (0.12) | $ (0.02) | $ 0.32 | $ (0.12) | $ (0.97) | $ 0.07 | $ (0.61) | ||||||||
[1] | We have experienced large changes in our net (loss) income which relates to the fair value of the warrant liability for the year ended June 30, 2018 and revenues associated with the Helsinn License Agreement for the year ended June 30, 2017. Refer to Notes 7 and 2 respectively, for further discussion. |