Cover Page
Cover Page | 9 Months Ended |
Mar. 31, 2023 | |
Document Information [Line Items] | |
Document Type | S-4/A |
Amendment Flag | true |
Entity Registrant Name | MEI Pharma, Inc. |
Entity Tax Identification Number | 51-0407811 |
Entity Central Index Key | 0001262104 |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | false |
City Area Code | 858 |
Local Phone Number | 369-7100 |
Entity Small Business | true |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 11455 El Camino Real |
Entity Address, City or Town | San Diego |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 92130 |
Amendment Description | The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. |
Entity Primary SIC Number | 2834 |
Business Contact [Member] | |
Document Information [Line Items] | |
City Area Code | 858 |
Local Phone Number | 369-7100 |
Entity Address, Address Line One | 11455 El Camino Real |
Entity Address, Address Line Two | Suite 250 |
Entity Address, City or Town | San Diego |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 92130 |
Contact Personnel Name | David M. Urso |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Current assets: | |||||
Cash and cash equivalents | $ 8,812 | $ 15,740 | $ 8,543 | ||
Short-term investments | 103,224 | $ 103,200 | 137,512 | 144,883 | |
Total cash, cash equivalents and short-term investments | 112,036 | 153,252 | 153,426 | ||
Unbilled receivables | 4,580 | 10,044 | 7,582 | ||
Prepaid expenses and other current assets | 3,867 | 3,830 | 3,809 | ||
Total current assets | 120,483 | 167,126 | 164,817 | ||
Operating lease right-of-use asset | 12,338 | 9,054 | 7,774 | ||
Property and equipment, net | 1,366 | 1,660 | 1,507 | ||
Total assets | 134,187 | 177,840 | 174,098 | ||
Current liabilities: | |||||
Accounts payable | 4,389 | 7,918 | 6,355 | ||
Accrued liabilities | 16,264 | 10,820 | 8,402 | ||
Deferred revenue | 1,583 | 4,834 | 4,526 | ||
Operating lease liability, current portion | 1,385 | 871 | 928 | ||
Total current liabilities | 23,621 | 24,443 | 20,211 | ||
Deferred revenue, long-term | 64,545 | 90,610 | 74,696 | ||
Operating lease liability | 11,667 | 8,771 | 7,370 | ||
Warrant liability | 0 | 1,603 | 22,355 | ||
Total liabilities | 99,833 | 125,427 | 124,632 | ||
Commitments and contingencies | |||||
Stockholders' equity: | |||||
Preferred stock, $0.01 par value; 100 shares authorized; none outstanding | 0 | 0 | 0 | ||
Common stock, $0.00000002 par value; 226,000 shares authorized; 6,663 and 6,658 shares issued and outstanding at March 31, 2023 and June 30, 2022, respectively | 0 | 0 | 0 | ||
Additional paid-in-capital | 430,322 | 426,572 | 369,171 | ||
Accumulated deficit | (395,968) | (396,000) | (374,159) | (319,705) | |
Total stockholders' equity | 34,354 | 48,374 | 52,413 | $ 73,334 | 49,466 |
Total liabilities and stockholders' equity | 134,187 | $ 177,840 | $ 174,098 | ||
Infinity Pharmaceuticals Inc [Member] | |||||
Current assets: | |||||
Cash and cash equivalents | 25,737 | 38,313 | 80,726 | ||
Prepaid expenses and other current assets | 2,626 | 1,989 | 1,542 | ||
Total current assets | 28,363 | 40,302 | 82,268 | ||
Operating lease right-of-use asset | 597 | 697 | 1,064 | ||
Property and equipment, net | 695 | 800 | 1,241 | ||
Restricted cash, less current portion | 158 | 158 | 158 | ||
Other assets | 138 | 194 | 54 | ||
Total assets | 29,951 | 42,151 | 84,785 | ||
Current liabilities: | |||||
Accounts payable | 1,935 | 4,405 | 2,320 | ||
Accrued liabilities | 9,223 | 10,980 | |||
Operating lease liability, current portion | 613 | 593 | 519 | ||
Accrued expenses and other current liabilities | 9,354 | 9,223 | 10,980 | ||
Total current liabilities | 11,289 | 13,628 | 13,300 | ||
Operating lease liability | 164 | 324 | 917 | ||
Liabilities related to sale of future royalties, net, less current portion (Note 9) | 46,782 | 47,213 | 48,727 | ||
Other liabilities | 38 | 37 | 270 | ||
Total liabilities | 58,273 | 61,202 | 63,214 | ||
Commitments and contingencies | |||||
Stockholders' equity: | |||||
Preferred stock, $0.01 par value; 100 shares authorized; none outstanding | 0 | 0 | 0 | ||
Common stock, $0.00000002 par value; 226,000 shares authorized; 6,663 and 6,658 shares issued and outstanding at March 31, 2023 and June 30, 2022, respectively | 89 | 89 | 89 | ||
Additional paid-in-capital | 838,586 | 836,812 | 833,065 | ||
Accumulated deficit | (866,997) | (855,952) | (811,583) | ||
Total stockholders' equity | (28,322) | (19,051) | 21,571 | ||
Total liabilities and stockholders' equity | $ 29,951 | $ 42,151 | $ 84,785 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | ||
Preferred stock, shares authorized | 100,000 | 100,000 | 100,000 | ||
Preferred stock, shares issued | 100,000 | ||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||
Common stock, par value | $ 0.00 | $ 0.00 | $ 0.00 | ||
Common stock, shares authorized | 226,000,000 | 226,000,000 | 226,000,000 | ||
Common stock, shares issued | 6,663,000 | 6,658,000 | 6,658,000 | ||
Common stock, shares outstanding | 6,663,000 | 6,658,000 | 5,631,000 | ||
Infinity Pharmaceuticals Inc [Member] | |||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||
Preferred stock, shares issued | 0 | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||
Common stock, shares issued | 89,422,138 | 89,411,471 | 89,155,311 | ||
Common stock, shares outstanding | 89,422,138 | 89,411,471 | 89,155,311 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue | $ 5,894,000 | $ 9,694,000 | $ 47,359,000 | $ 29,283,000 | $ 40,697,000 | $ 34,796,000 | $ 27,756,000 | ||
Operating expenses: | |||||||||
Research and development | 15,104,000 | 22,318,000 | 49,880,000 | 63,802,000 | 85,641,000 | 69,398,000 | 34,065,000 | ||
General and administrative | 7,181,000 | 8,934,000 | 23,163,000 | 24,769,000 | 30,540,000 | 24,414,000 | 16,717,000 | ||
Cost of revenue | 0 | 1,408,000 | 2,671,000 | ||||||
Total operating expenses | 22,285,000 | 31,252,000 | 73,043,000 | 88,571,000 | 116,181,000 | 95,220,000 | 53,453,000 | ||
Loss from operations | (16,391,000) | (21,558,000) | (25,684,000) | (59,288,000) | (75,484,000) | (60,424,000) | (25,697,000) | ||
Other income (expense): | |||||||||
Change in fair value of warrant liability | 0 | 12,773,000 | 1,603,000 | 20,819,000 | 20,752,000 | 18,122,000 | (22,870,000) | ||
Interest and dividend income | 957,000 | 60,000 | 2,282,000 | 78,000 | 284,000 | 510,000 | 1,395,000 | ||
Other expense, net | (4,000) | 0 | (10,000) | 0 | (6,000) | 486,000 | 0 | ||
Non-cash interest expense (Note 9) | (45) | (45) | $ (180) | $ (180) | |||||
Income tax expense | 0 | (8,000) | (1,000) | ||||||
Total other income (expense) | 21,030,000 | 19,110,000 | (21,476,000) | ||||||
Net loss | (15,438,000) | (8,725,000) | (21,809,000) | (38,391,000) | (54,454,000) | (41,314,000) | (47,173,000) | ||
Net loss: | |||||||||
Basic | (15,438,000) | (8,725,000) | (21,809,000) | (38,391,000) | (54,454,000) | (41,314,000) | (47,173,000) | ||
Diluted | $ (15,438,000) | $ (8,725,000) | $ (21,809,000) | $ (46,437,000) | $ (62,500,000) | $ (68,708,000) | $ (47,173,000) | ||
Net loss per share: | |||||||||
Basic | $ (2.32) | $ (1.31) | $ (3.27) | $ (6.31) | $ (8.75) | $ (7.34) | $ (10.36) | ||
Diluted | $ (2.32) | $ (1.31) | $ (3.27) | $ (7.58) | $ (9.99) | $ (12) | $ (10.36) | ||
Shares used in computing net loss per share: | |||||||||
Basic | 6,663,000 | 6,653,000 | 6,663,000 | 6,080,000 | 6,224,000 | 5,626,000 | 4,554,000 | ||
Diluted | 6,663,000 | 6,653,000 | 6,663,000 | 6,124,000 | 6,257,000 | 5,724,000 | 4,554,000 | ||
Infinity Pharmaceuticals Inc [Member] | |||||||||
Revenue | 2,593,000 | 1,858,000 | |||||||
Royalty revenue | $ 731,000 | $ 652,000 | |||||||
Operating expenses: | |||||||||
Research and development | 5,853,000 | 8,990,000 | 32,411,000 | 31,647,000 | |||||
General and administrative | 5,944,000 | 3,676,000 | 13,463,000 | 14,174,000 | |||||
Royalty expense (Note 11) | 441,000 | 393,000 | 1,563,000 | 1,120,000 | |||||
Total operating expenses | 12,238,000 | 13,059,000 | 47,437,000 | 46,941,000 | |||||
Loss from operations | (11,507,000) | (12,407,000) | (44,844,000) | (45,083,000) | |||||
Other income (expense): | |||||||||
Other expense, net | 507,000 | 16,000 | 655,000 | 1,000 | |||||
Income tax expense | 0 | 0 | |||||||
Total other income (expense) | 462,000 | (29,000) | 475,000 | (179,000) | |||||
Net loss | $ (11,045,000) | $ (12,436,000) | $ (44,369,000) | $ (45,262,000) | |||||
Net loss per share: | |||||||||
Basic | $ (0.12) | $ (0.14) | $ (0.5) | $ (0.53) | |||||
Diluted | $ (0.12) | $ (0.14) | $ (0.5) | $ (0.53) | |||||
Shares used in computing net loss per share: | |||||||||
Basic | 89,413,486 | 89,155,311 | 89,247,785 | 85,597,264 | |||||
Diluted | 89,413,486 | 89,155,311 | 89,247,785 | 85,597,264 | |||||
Other comprehensive loss: | |||||||||
Net unrealized holding gains on available-for-sale securities arising during the period | $ 0 | $ (20,000) | $ 0 | $ 1,000 | |||||
Comprehensive loss | $ (11,045,000) | $ (12,456,000) | $ (44,369,000) | $ (45,261,000) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Infinity Pharmaceuticals Inc [Member] | Common Shares | Common Shares Infinity Pharmaceuticals Inc [Member] | Additional paid in capital | Additional paid in capital Infinity Pharmaceuticals Inc [Member] | Accumulated Deficit | Accumulated Deficit Infinity Pharmaceuticals Inc [Member] | Accumulated Other Comprehensive (Loss) Income [Member] Infinity Pharmaceuticals Inc [Member] |
Beginning Balance at Jun. 30, 2019 | $ 47,930 | $ 3,677 | $ 279,148 | $ (231,218) | |||||
Net income (loss) | (47,173) | (47,173) | |||||||
Share-based compensation expense | 6,801 | 6,801 | |||||||
Exercise of stock options | 272 | 8 | 272 | ||||||
Issuance of common stock related to public offering, net of issuance costs | 69,231 | 1,891 | 69,231 | ||||||
Ending Balance at Jun. 30, 2020 | 77,061 | 5,576 | 355,452 | (278,391) | |||||
Net income (loss) | (41,314) | (41,314) | |||||||
Exercise of warrants | 6 | 0 | 6 | ||||||
Share-based compensation expense | 10,245 | 10,245 | |||||||
Exercise of stock options | 332 | 7 | 332 | ||||||
Issuance of common stock related to public offering, net of issuance costs | 3,136 | 48 | 3,136 | ||||||
Ending Balance at Jun. 30, 2021 | $ 49,466 | 5,631 | 369,171 | (319,705) | |||||
Ending Balance, Shares at Jun. 30, 2021 | 5,631,000 | ||||||||
Beginning Balance at Dec. 31, 2020 | $ (22,989) | $ 64 | $ 743,269 | $ (766,321) | $ (1) | ||||
Beginning Balance, Shares at Dec. 31, 2020 | 64,320,244 | ||||||||
Net income (loss) | (45,262) | (45,262) | |||||||
Exercise of stock options | 860 | $ 1 | 859 | ||||||
Exercise of stock options, Shares | 531,864 | ||||||||
Stock-based compensation expense | 2,695 | 2,695 | |||||||
Issuance of common stock related to public offering, net of issuance costs (in shares) | 24,150,000 | ||||||||
Issuance of common stock related to public offering, net of issuance costs | 85,838 | $ 24 | 85,814 | ||||||
Issuance of common stock related to sales facility, net of issuance costs (in shares) | 89,520 | ||||||||
Issuance of common stock related to sales facility, net of issuance costs | 336 | $ 0 | 336 | ||||||
Issuance of common stock, net (in shares) | 63,683 | ||||||||
Issuance of common stock, net | 92 | $ 0 | 92 | ||||||
Unrealized gain on marketable securities | 1 | 1 | |||||||
Ending Balance at Dec. 31, 2021 | $ 73,334 | $ 21,571 | 6,645 | $ 89 | 422,705 | 833,065 | (349,371) | (811,583) | 0 |
Ending Balance, Shares at Dec. 31, 2021 | 89,155,311 | 89,155,311 | |||||||
Beginning Balance at Jun. 30, 2021 | $ 49,466 | 5,631 | 369,171 | (319,705) | |||||
Beginning Balance, Shares at Jun. 30, 2021 | 5,631,000 | ||||||||
Net income (loss) | $ (17,510) | (17,510) | |||||||
Issuance of common stock for vested restricted stock units | (194) | 3 | (194) | ||||||
Share-based compensation expense | 2,539 | 2,539 | |||||||
Ending Balance at Sep. 30, 2021 | 34,301 | 5,634 | 371,516 | (337,215) | |||||
Beginning Balance at Jun. 30, 2021 | $ 49,466 | 5,631 | 369,171 | (319,705) | |||||
Beginning Balance, Shares at Jun. 30, 2021 | 5,631,000 | ||||||||
Net income (loss) | $ (38,391) | ||||||||
Ending Balance at Mar. 31, 2022 | 67,806 | $ 9,982 | 6,658 | $ 89 | 425,902 | 833,932 | (358,096) | (824,019) | (20) |
Ending Balance, Shares at Mar. 31, 2022 | 89,155,311 | ||||||||
Beginning Balance at Jun. 30, 2021 | $ 49,466 | 5,631 | 369,171 | (319,705) | |||||
Beginning Balance, Shares at Jun. 30, 2021 | 5,631,000 | ||||||||
Net income (loss) | $ (54,454) | (54,454) | |||||||
Issuance of common stock for vested restricted stock units | (194) | 3 | (194) | ||||||
Share-based compensation expense | 8,350 | 8,350 | |||||||
Exercise of stock options | $ 572 | 18 | 572 | ||||||
Exercise of stock options, Shares | 17,428,000 | ||||||||
Issuance of common stock related to public offering, net of issuance costs | $ 48,673 | 1,006 | 48,673 | ||||||
Ending Balance at Jun. 30, 2022 | $ 52,413 | 6,658 | 426,572 | (374,159) | |||||
Ending Balance, Shares at Jun. 30, 2022 | 6,658,000 | ||||||||
Beginning Balance at Sep. 30, 2021 | $ 34,301 | 5,634 | 371,516 | (337,215) | |||||
Net income (loss) | (12,156) | (12,156) | |||||||
Share-based compensation expense | 2,324 | 2,324 | |||||||
Exercise of stock options | 212 | 5 | 212 | ||||||
Issuance of common stock related to public offering, net of issuance costs | 48,653 | 1,006 | 48,653 | ||||||
Ending Balance at Dec. 31, 2021 | 73,334 | $ 21,571 | $ 6,645 | $ 89 | 422,705 | 833,065 | (349,371) | (811,583) | 0 |
Ending Balance, Shares at Dec. 31, 2021 | 89,155,311 | 89,155,311 | |||||||
Net income (loss) | (8,725) | $ (12,436) | (8,725) | (12,436) | |||||
Share-based compensation expense | 2,837 | 867 | 2,837 | 867 | |||||
Exercise of stock options | 360 | 360 | |||||||
Exercise of stock options, Shares | 13,000 | ||||||||
Unrealized gain on marketable securities | (20) | (20) | |||||||
Ending Balance at Mar. 31, 2022 | 67,806 | 9,982 | $ 6,658 | $ 89 | 425,902 | 833,932 | (358,096) | (824,019) | (20) |
Ending Balance, Shares at Mar. 31, 2022 | 89,155,311 | ||||||||
Beginning Balance at Dec. 31, 2021 | 73,334 | $ 21,571 | 6,645 | $ 89 | 422,705 | 833,065 | (349,371) | (811,583) | 0 |
Beginning Balance, Shares at Dec. 31, 2021 | 89,155,311 | 89,155,311 | |||||||
Net income (loss) | $ (44,369) | (44,369) | |||||||
Exercise of stock options | $ 15 | $ 0 | 15 | ||||||
Exercise of stock options, Shares | 17,708 | 17,708 | |||||||
Stock-based compensation expense | $ 3,621 | 3,621 | |||||||
Issuance of common stock, net (in shares) | 238,452 | ||||||||
Issuance of common stock, net | 111 | $ 0 | 111 | ||||||
Unrealized gain on marketable securities | 0 | ||||||||
Ending Balance at Dec. 31, 2022 | 48,374 | $ (19,051) | 6,663 | $ 89 | 428,904 | 836,812 | (380,530) | (855,952) | 0 |
Ending Balance, Shares at Dec. 31, 2022 | 89,411,471 | 89,411,471 | |||||||
Beginning Balance at Jun. 30, 2022 | $ 52,413 | 6,658 | 426,572 | (374,159) | |||||
Beginning Balance, Shares at Jun. 30, 2022 | 6,658,000 | ||||||||
Net income (loss) | $ (16,624) | (16,624) | |||||||
Issuance of common stock for vested restricted stock units | (40) | 5 | (40) | ||||||
Share-based compensation expense | 1,559 | 1,559 | |||||||
Ending Balance at Sep. 30, 2022 | 37,308 | 6,663 | 428,091 | (390,783) | |||||
Beginning Balance at Jun. 30, 2022 | $ 52,413 | 6,658 | 426,572 | (374,159) | |||||
Beginning Balance, Shares at Jun. 30, 2022 | 6,658,000 | ||||||||
Net income (loss) | $ (21,809) | ||||||||
Ending Balance at Mar. 31, 2023 | $ 34,354 | $ (28,322) | 6,663 | $ 89 | 430,322 | 838,586 | (395,968) | (866,997) | 0 |
Ending Balance, Shares at Mar. 31, 2023 | 6,663,000 | 89,422,138 | 89,422,138 | ||||||
Beginning Balance at Sep. 30, 2022 | $ 37,308 | 6,663 | 428,091 | (390,783) | |||||
Net income (loss) | 10,253 | 10,253 | |||||||
Share-based compensation expense | 813 | 813 | |||||||
Ending Balance at Dec. 31, 2022 | 48,374 | $ (19,051) | 6,663 | $ 89 | 428,904 | 836,812 | (380,530) | (855,952) | 0 |
Ending Balance, Shares at Dec. 31, 2022 | 89,411,471 | 89,411,471 | |||||||
Net income (loss) | (15,438) | $ (11,045) | (15,438) | (11,045) | |||||
Share-based compensation expense | 1,774 | 1,774 | |||||||
Stock-based compensation expense | 918 | 918 | |||||||
Issuance of common stock, net (in shares) | 10,667,000 | ||||||||
Unrealized gain on marketable securities | 0 | ||||||||
Issuance of warrants | 500 | 500 | |||||||
Ending Balance at Mar. 31, 2023 | $ 34,354 | $ (28,322) | $ 6,663 | $ 89 | $ 430,322 | $ 838,586 | $ (395,968) | $ (866,997) | $ 0 |
Ending Balance, Shares at Mar. 31, 2023 | 6,663,000 | 89,422,138 | 89,422,138 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Stock issuance cost | $ 3,672 | $ 3,652 | $ 64 | $ 3,731 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | |||||||||
Net loss | $ (21,809,000) | $ (38,391,000) | $ (54,454,000) | $ (41,314,000) | $ (47,173,000) | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||
Change in fair value of warrant liability | $ 0 | $ (12,773,000) | (1,603,000) | (20,819,000) | (20,752,000) | (18,122,000) | 22,870,000 | ||
Share-based compensation expense | 918,000 | 2,837,000 | 3,290,000 | 7,700,000 | 8,350,000 | 10,245,000 | 6,801,000 | ||
Issuance of warrants | 500,000 | 0 | |||||||
Depreciation and amortization | 288,000 | 241,000 | 326,000 | 285,000 | 109,000 | ||||
Non-cash lease expense | 1,063,000 | 636,000 | 909,000 | 0 | 0 | ||||
Impairment of intangible assets | 0 | 0 | 227,000 | ||||||
Changes in operating assets and liabilities: | |||||||||
Unbilled receivables | 5,464,000 | (864,000) | (2,462,000) | (4,724,000) | (2,347,000) | ||||
Prepaid expenses and other current assets | (37,000) | (2,169,000) | (21,000) | (1,073,000) | (812,000) | ||||
Accounts payable | (3,529,000) | 1,902,000 | 1,563,000 | 3,918,000 | (2,350,000) | ||||
Accrued liabilities | 5,444,000 | 1,680,000 | 2,418,000 | 2,312,000 | 1,470,000 | ||||
Deferred revenue | (29,316,000) | 17,487,000 | 16,222,000 | (4,435,000) | 75,883,000 | ||||
Operating lease liability | (937,000) | (645,000) | (845,000) | 524,000 | 0 | ||||
Receivable for foreign tax withholding | 0 | 20,420,000 | (20,420,000) | ||||||
Net cash used in operating activities | (41,182,000) | (33,242,000) | (48,746,000) | (31,964,000) | 34,258,000 | ||||
Cash flows from investing activities: | |||||||||
Purchases of short-term investments | (92,098,000) | (218,164,000) | (272,652,000) | (420,153,000) | (190,279,000) | ||||
Proceeds from maturity of short-term investments | 126,386,000 | 205,117,000 | 280,023,000 | 445,569,000 | 84,879,000 | ||||
Proceeds from (purchases) of property and equipment | 6,000 | (173,000) | (894,000) | ||||||
Purchases of property and equipment | (479,000) | (708,000) | |||||||
Net cash provided by (used in) investing activities | 34,294,000 | (13,220,000) | 6,892,000 | 24,708,000 | (106,294,000) | ||||
Cash flows from financing activities: | |||||||||
Payment of RSU tax withholdings in exchange for common shares surrendered by RSU holders | (40,000) | (194,000) | (194,000) | 0 | 0 | ||||
Proceeds from exercise of stock options | 0 | 572,000 | 572,000 | 332,000 | 272,000 | ||||
Proceeds from issuance of common stock, gross | 0 | 52,325,000 | 52,325,000 | 3,200,000 | 72,962,000 | ||||
Payment of issuance costs | 0 | (3,672,000) | (3,652,000) | (64,000) | (3,731,000) | ||||
Collection of common stock proceeds receivable | 0 | 0 | 5,274,000 | ||||||
Net cash (used in) provided by financing activities | (40,000) | 49,031,000 | 49,051,000 | 3,468,000 | 74,777,000 | ||||
Net (decrease) increase in cash and cash equivalents | (6,928,000) | 2,569,000 | 7,197,000 | (3,788,000) | 2,741,000 | ||||
Cash and cash equivalents at beginning of the period | 15,740,000 | 8,543,000 | 8,543,000 | 12,331,000 | 9,590,000 | ||||
Cash and cash equivalents at end of the period | 8,812,000 | 11,112,000 | 8,812,000 | 11,112,000 | 15,740,000 | 8,543,000 | 12,331,000 | ||
Supplemental disclosures: | |||||||||
Operating lease right-of-use assets obtained in exchange for operating lease liabilities | 4,347,000 | 0 | 2,189,000 | 8,689,000 | 0 | ||||
Income taxes paid | 0 | (8,000) | (1,000) | ||||||
Non-cash financing activities: | |||||||||
Warrants issued pursuant to cashless exercise | 0 | 6,000 | $ 0 | ||||||
Restricted Cash and Cash Equivalents, Noncurrent [Abstract] | |||||||||
Cash and cash equivalents | 8,812,000 | 8,812,000 | $ 15,740,000 | $ 8,543,000 | |||||
Infinity Pharmaceuticals Inc [Member] | |||||||||
Cash flows from operating activities: | |||||||||
Net loss | (11,045,000) | (12,436,000) | $ (44,369,000) | $ (45,262,000) | |||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||
Share-based compensation expense | 1,774,000 | 867,000 | 3,621,000 | 2,695,000 | |||||
Depreciation and amortization | 105,000 | 121,000 | 458,000 | 480,000 | |||||
Non-cash lease expense | (387,000) | (345,000) | |||||||
Non-cash royalty revenue | (1,373,000) | (984,000) | |||||||
Non-cash interest expense | 45,000 | 45,000 | 180,000 | 180,000 | |||||
Other, net | (220,000) | 14,000 | 91,000 | 59,000 | |||||
Changes in operating assets and liabilities: | |||||||||
Prepaid expenses and other current assets | (581,000) | (1,570,000) | (587,000) | 171,000 | |||||
Operating lease liability | (140,000) | (122,000) | (519,000) | (489,000) | |||||
Operating lease right-of-use asset | 100,000 | 87,000 | 367,000 | 355,000 | |||||
Accounts payable, accrued expenses and other liabilities | (2,227,000) | (196,000) | (300,000) | 2,177,000 | |||||
Net cash used in operating activities | (12,576,000) | (13,535,000) | (42,431,000) | (40,618,000) | |||||
Cash flows from investing activities: | |||||||||
Purchases of property and equipment | 0 | (17,000) | (17,000) | (11,000) | |||||
Purchases of available-for-sale securities | 0 | (14,049,000) | (16,038,000) | 0 | |||||
Proceeds from maturities of available-for-sale securities | 16,000,000 | 5,500,000 | |||||||
Net cash provided by (used in) investing activities | 0 | (14,066,000) | (55,000) | 5,489,000 | |||||
Cash flows from financing activities: | |||||||||
Proceeds from issuance of common stock, gross | 0 | 85,838,000 | |||||||
Proceeds from issuances of common stock, net | 73,000 | 931,000 | |||||||
Proceeds from common stock sales facility, net of issuance costs | 0 | 336,000 | |||||||
Net cash (used in) provided by financing activities | 73,000 | 87,105,000 | |||||||
Net (decrease) increase in cash and cash equivalents | (12,576,000) | (27,601,000) | (42,413,000) | 51,976,000 | |||||
Cash and cash equivalents at beginning of the period | 38,471,000 | 80,884,000 | 80,884,000 | 28,908,000 | |||||
Cash and cash equivalents at end of the period | 25,895,000 | 53,283,000 | 25,895,000 | 53,283,000 | 38,471,000 | 80,884,000 | |||
Restricted Cash and Cash Equivalents, Noncurrent [Abstract] | |||||||||
Cash and cash equivalents | 25,737,000 | 53,125,000 | 25,737,000 | 53,125,000 | 38,313,000 | 80,726,000 | |||
Restricted cash, less current portion | 158,000 | 158,000 | 158,000 | 158,000 | 158,000 | 158,000 | |||
Total cash, cash equivalents and restricted cash | $ 25,895,000 | $ 53,283,000 | $ 25,895,000 | $ 53,283,000 | $ 38,471,000 | $ 80,884,000 |
Organization
Organization | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Infinity Pharmaceuticals Inc [Member] | ||
Organization | 1. Organization Infinity Pharmaceuticals, Inc., is a clinical-stage innovative biopharmaceutical company dedicated to developing novel medicines for people with cancer. As used throughout these unaudited, condensed consolidated financial statements, the terms “Infinity,” “we,” “us,” and “our” refer to the business of Infinity Pharmaceuticals, Inc., and its wholly-owned subsidiaries. | 1. Organization Infinity Pharmaceuticals, Inc., is a clinical-stage innovative biopharmaceutical company dedicated to developing novel medicines for people with cancer. As used throughout these audited, consolidated financial statements, the terms “Infinity,” “we,” “us,” and “our” refer to the business of Infinity Pharmaceuticals, Inc., and its wholly owned subsidiaries. On February 22, 2023, we, MEI Pharma, Inc., a Delaware corporation, or MEI, and Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of MEI, or the Merger Sub, entered into an Agreement and Plan of Merger, or the Merger Agreement, pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Infinity, with Infinity continuing as a wholly owned subsidiary of MEI and the surviving corporation of the merger, which transaction is referred to herein as the Merger. If the Merger is completed, the combined company will combine the expertise and resources of MEI and Infinity to advance a pipeline of three clinical-stage oncology drug candidates. |
Merger
Merger | 3 Months Ended |
Mar. 31, 2023 | |
Merger | 2. Merger On February 22, 2023, we, MEI Pharma, Inc., a Delaware corporation, or MEI, and Meadow Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of MEI, or the Merger Sub, entered into an Agreement and Plan of Merger, or the Merger Agreement, pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Infinity, with Infinity continuing as a wholly-owned subsidiary of MEI and the surviving corporation of the merger, which transaction is referred to herein as the Merger. If the Merger is completed, the combined company will combine the expertise and resources of MEI and Infinity to advance a pipeline of three clinical-stage oncology drug candidates. The Merger is expected to close in mid-2023, subject to the receipt of certain approvals by the stockholders of Infinity and MEI, as well as other customary closing conditions, including the effectiveness of a registration statement on Form S-4, which was filed with the U.S. Securities and Exchange Commission, or SEC, by MEI on April 27, 2023. We expect to devote significant time and resources to the completion of the Merger. However, there can be no assurances that such activities will result in the completion of the Merger. Further, the completion of the Merger may ultimately not deliver the anticipated benefits or enhance shareholder value. If the Merger is not completed, we will consider alternative courses of action as described further in Note 3. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2023 | |
Infinity Pharmaceuticals Inc [Member] | |
Basis of Presentation | 3. Basis of Presentation These condensed consolidated financial statements include the accounts of Infinity and its wholly-owned subsidiaries. We have eliminated all significant intercompany accounts and transactions in consolidation. The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals and revisions of estimates, considered necessary for a fair presentation of the accompanying condensed consolidated financial statements have been included. Interim results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2023. The information presented in the condensed consolidated financial statements and related footnotes at March 31, 2023, and for the three months ended March 31, 2023 and 2022, is unaudited, and the condensed consolidated balance sheet amounts and related footnotes at December 31, 2022 have been derived from our audited financial statements. For further information, please refer to the consolidated financial statements and accompanying footnotes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on March 28, 2023, which we refer to as our 2022 Annual Report on Form 10-K. Liquidity and Going Concern As of March 31, 2023, we had cash and cash equivalents of $25.7 million. We have primarily incurred operating losses since inception and have relied on our ability to fund our operations through collaboration and license arrangements, or other strategic arrangements, and through the sale of our common stock. We expect to continue to spend significant resources to fund the development and potential commercialization of eganelisib, also known as IPI-549, an orally administered immuno-oncology product candidate that selectively inhibits the enzyme phosphoinositide-3-kinase-gamma, or PI3K-gamma, and to incur significant operating losses for the foreseeable future. As of March 31, 2023, we had an accumulated deficit of $867.0 million and during the three months ended March 31, 2023 used $12.6 million in cash and cash equivalents to fund operating activities. We expect to continue to incur substantial operating losses and negative cash flows from operations for the foreseeable future. These conditions raise substantial doubt about our ability to continue as a going concern for at least twelve months from the date these condensed consolidated financial statements are issued on May 9, 2023. If the Merger is not completed, we will need to raise additional capital in order to successfully execute on our current operating plans to further the development of eganelisib. If the Merger is not completed, we will explore other plans to mitigate the conditions which raise substantial doubt about our ability to continue as a going concern. We consider one of the following courses of action to be the most likely alternatives if the Merger is not completed: • Pursue another strategic transaction . We may resume the process of evaluating a potential strategic transaction, including the sale of the company or its assets. Based on our prior assessment, we do not expect that we would have the necessary time or financial resources to pursue another strategic transaction like the proposed Merger. • Wind down the company . If the Merger does not close and we are unable to enter into another strategic transaction, our board of directors may conclude that it is in the best interest of stockholders to cease normal operations and wind down the company through bankruptcy or dissolution proceedings. In such case, there would be no assurances as to the amount or timing of available cash remaining, if any, to distribute to stockholders after paying our obligations and setting aside funds for reserves. Our condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the ordinary course of business. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of the conditions described above. |
The Company and Summary of Sign
The Company and Summary of Significant Accounting Policies | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | |
The Company and Summary of Significant Accounting Policies | Note 1. The Company and Summary of Significant Accounting Policies The Company MEI Pharma, Inc. (Nasdaq: MEIP) is a clinical stage pharmaceutical company focused on developing potential new therapies for cancer. MEI Pharma’s portfolio of drug candidates includes drug candidates with differentiated or novel mechanisms of action intended to address unmet medical needs and deliver improved benefit to patients, either as standalone treatments or in combination with other therapeutic options. Our common stock is listed on the Nasdaq Capital Market under the symbol “MEIP.” In February 2023, we, Infinity Pharmaceuticals, Inc. (“Infinity”), and Meadow Merger Sub, Inc., our wholly owned subsidiary (“Merger Sub”) entered into an agreement and plan of merger (“Merger Agreement”). The Merger Agreement provides that Merger Sub will merge with and into Infinity, with Infinity being the surviving entity as a wholly-owned subsidiary of us (transaction referred to as the “Merger”). If the Merger is consummated (the “Closing”), each share of Infinity’s common stock issued and outstanding immediately prior will be automatically converted into the right to receive 0.052245 shares (the “Exchange Ratio”) of our common stock. Subject to stockholder approval and the subsequent closing of the merger, the combined company will be renamed “Kimbrx Therapeutics, Inc.” and trade on the Nasdaq Stock Market under the symbol “KMBX”. The combined company would be headquartered in San Diego, California. The Merger Agreement has been approved by the Boards of Directors of both companies. The Merger is subject to approvals by our and Infinity’s stockholders, respectively. On April 14, 2023, we amended our Certificate of Incorporation to affect a combination of our issued and outstanding common stock at a ratio of one-for-twenty Clinical Development Programs We build our pipeline by licensing or acquiring promising cancer agents and creating value in programs through development, commercialization and strategic partnerships, as appropriate. Our objective is to leverage the mechanisms and properties of our pipeline drug candidates to optimize the balance between efficacy and tolerability to meet the needs of patients with cancer. Our drug candidate pipeline includes: • Voruciclib, an oral cyclin-dependent kinase (“CDK”) inhibitor; • ME-344, • Zandelisib, an oral phosphatidylinositol 3-kinase d The results of pre-clinical ME-344 acquire collaborators. Reduction in Force and Current Events In November 2022, we and Kyowa Kirin Co., Ltd. (“Kyowa Kirin”) met with the U.S. Food and Drug Administration (“FDA”) in a follow-up non-Hodgkin The discontinuation of zandelisib development outside of Japan was a business decision based on the most recent regulatory guidance from the FDA and is not related to the zandelisib clinical data generated to date. Kyowa Kirin is continuing certain ongoing Japanese clinical trials, including the Phase 2 MIRAGE trial evaluating Japanese patients with relapsed or refractory indolent B-cell non-Hodgkin single-arm, In light of Kyowa Kirin’s decision to discontinue development of zandelisib in Japan, the parties intend to terminate the global license, development and commercialization agreement executed in April 2020. We and Kyowa Kirin have begun closing all ongoing zandelisib clinical studies outside of Japan, including the Phase 3 COASTAL trial, the Phase 2 TIDAL trial, and the Phase 2 CORAL trial. Depending on the achievement of certain regulatory and commercial milestones in Japan, we may be eligible for additional payments from Kyowa Kirin under the current agreement. In December 2022, we announced a plan to streamline our organization towards the continued clinical development of voruciclib and ME-344. 27 % of our workforce ) and an additional 14 employees in April 2023. In connection with the reduction in force, we incurred termination costs, which include severance, benefits, and related costs of approximate 2.4 million, of which $ 1.8 million was research and development expense and $ 0.6 million was general and administrative expense. Liquidity We have accumulated losses of $ 396.0 million since inception and expect to incur operating losses and generate negative cash flows from operations for the foreseeable future. As of March 3 112.0 million in cash and cash equivalents and short-term investments. We believe that these resources will be sufficient to meet our obligations and fund our liquidity and capital expenditure requirements for at least the next 12 months from the issuance of these financial statements. Our current business operations are focused on continuing the clinical development of our drug candidates. Changes to our research and development plans or other changes affecting our operations and operating expenses may affect actual future use of existing cash resources. We cannot determine with certainty costs associated with ongoing and future clinical trials or the regulatory approval process. The duration, costs and timing associated with the development of our product candidates will depend on a variety of factors, including uncertainties associated with the results of our clinical trials. To date, we have obtained cash and funded our operations primarily through equity financings and license agreements. In order to continue the development of our drug candidates, at some point in the future we expect to pursue one or more capital transactions, whether through the sale of equity securities, debt financing, license agreements or entry into strategic partnerships. There can be no assurance that we will be able to continue to raise additional capital in the future. Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of MEI Pharma, Inc. and our wholly owned subsidiary, Meadow Merger Sub, Inc. We have eliminated all significant intercompany accounts and transactions in consolidation. The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X. The accompanying unaudited condensed consolidated financial statements for the quarterly period ended March 31, 2023 should be read in conjunction with the audited financial statements and notes thereto as of and for the fiscal year ended June 30, 2022, included in our Annual Report on Form 10-K Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and disclosures made in the accompanying notes to the consolidated 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. 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. Revenue Recognition Revenues from Customers In accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers Payments received under commercial arrangements, such as licensing technology rights, may include non-refundable re-evaluate We may enter into arrangements that consist of multiple performance obligations. Such arrangements may include any combination of our deliverables. To the extent a contract includes multiple promised deliverables, we apply judgment to determine whether promised deliverables are capable of being distinct and are distinct in the context of the contract. If these criteria are not met, the promised deliverables are accounted for as a combined performance obligation. For arrangements with multiple distinct performance obligations, we allocate variable consideration related to our 50-50 Stand-alone selling price is the price at which we would sell a promised good or service separately to the customer. When not directly observable, we typically estimate the stand-alone selling price for each distinct performance obligation. Variable consideration that relates specifically to our efforts to satisfy specific performance obligations is allocated entirely to those performance obligations. Other components of the transaction price are allocated based on the relative stand-alone selling price, over which management has applied significant judgment. We develop assumptions that require judgment to determine the stand-alone selling price for license-related performance obligations, which may include forecasted revenues, development timelines, reimbursement rates for personnel costs, discount rates and probabilities of technical, regulatory and commercial success. We estimate stand-alone selling price for research and development performance obligations by forecasting the expected costs of satisfying a performance obligation plus an appropriate margin. In the case of a license that is a distinct performance obligation, we recognize revenue allocated to the license from non-refundable, up-front The selection of the method to measure progress towards completion requires judgment and is based on the nature of the products or services to be provided. Revenue is recorded proportionally as costs are incurred. We generally use the cost-to-cost cost-to-cost For arrangements that include sales-based or usage-based royalties, we recognize revenue at the later of (i) when the related sales occur or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied or partially satisfied. To date, we have not recognized any sales-based or usage-based royalty revenue from license agreements. In connection with our License, Development and Commercialization Agreement (the “Kyowa Kirin Commercialization Agreement”) with Kyowa Kirin, we perform development services related to our 50-50 100 % of reimbursed costs, as control of the additional services for Kyowa Kirin is transferred at the time we incur such costs. The costs of these services are recognized in the Condensed Consolidated Statements of Operations as research and development expense. We recognized revenue associated with the Kyowa Kirin Commercialization Agreement Three Months Ended Nine Months Ended 2023 2022 2023 2022 Revenue $ 5,894 $ 9,694 $ 47,359 $ 29,283 Timing of Revenue Recognition: Services performed over time $ 5,598 $ 9,694 $ 46,430 $ 26,970 Pass through services at a point in time 296 — 929 2,313 $ 5,894 $ 9,694 $ 47,359 $ 29,283 Contract Balances Accounts receivable are included in “Prepaid expenses and other current assets”, and contract liabilities are included in “Deferred revenue” and “Deferred revenue, long-term” on our Condensed Consolidated Balance Sheets. The following table presents changes in accounts receivable, unbilled receivables and contract liabilities accounted for under Topic 606 for the periods presented (in thousands): Nine March 202 3 202 2 Accounts receivable Accounts receivable, beginning of period $ — $ — Amounts billed 23,507 45,927 Payments received (23,507 ) (45,927 ) Accounts receivable, end of period $ — $ — Unbilled receivables Unbilled receivables, beginning of period $ 10,044 $ 7,582 Billable amounts 18,043 46,791 Amounts billed (23,507 ) (45,927 ) Unbilled receivables, end of period $ 4,580 $ 8,446 Contract liabilities Contract liabilities, beginning of period $ 30,900 $ 14,677 Payments received — 20,000 Revenue recognized (4,145 ) (2,513 ) Revenue recognized from change in estimate for performance obligations that are being closed (16,565 ) — Revenue recognized for performance obligations that will no longer commence (8,607 ) — Contract liabilities, end of period $ 1,583 $ 32,164 The timing of revenue recognition, invoicing and cash collections results in billed accounts receivable and unbilled receivables and deferred revenue (contract liabilities). We invoice our customers in accordance with agreed-upon contractual terms, typically at periodic intervals or upon achievement of contractual milestones. Invoicing may occur subsequent to revenue recognition, resulting in unbilled receivables. We may receive advance payments from our customers before revenue is recognized, resulting in contract liabilities. The unbilled receivables and deferred revenue reported on the Condensed Consolidated Balance Sheets relate to the Kyowa Kirin Commercialization Agreement. As of March 31, 2023 and June 30, 2022, we had 66.1 million and $ 95.4 million, respectively, of deferred revenue associated with the Kyowa Kirin 64.5 million relates to the U.S. license which is a unit of account under the scope of ASC Topic 808, Collaborative Arrangements revenue as of March 31, 2023 and June 30, 2022 1.6 million and $ 30.9 million, respectively, relates to the development services performance obligations which are under the scope of Topic 606. The decrease in deferred revenue comes as a result of our winding down of all zandelisib studies outside of Japan. We updated our estimated costs to complete each of the performance obligations, resulting in a higher progress towards completion based on the ratio of costs incurred to date to the total estimated costs. Additionally, during the three months ended December 31, 2022, we recognized revenue related to non-refundable Our contract liabilities accounted for under Topic 606 relate to the amount of initial upfront consideration that was allocated to the development services performance obligations. Contract liabilities are recognized over the duration of the performance obligations based on the costs incurred relative to total expected costs. Revenues from Collaborators At contract inception, we assess whether the collaboration arrangements are within the scope of Topic 808 to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities. This assessment is performed based on the responsibilities of all parties in the arrangement. For collaboration arrangements within the scope of Topic 808 that contain multiple units of account, we first determine which units of account within the arrangement are within the scope of Topic 808 and which elements are within the scope of Topic 606. For units of account within collaboration arrangements that are accounted for pursuant to Topic 808, an appropriate recognition method is determined and applied consistently, by analogy to authoritative accounting literature. For elements of collaboration arrangements that are accounted for pursuant to Topic 606, we recognize revenue as discussed above. Consideration received that does not meet the requirements to satisfy Topic 606 revenue recognition criteria is recorded as deferred revenue in the accompanying Condensed Consolidated Balance Sheets, classified as either short-term or long-term deferred revenue based on our best estimate of when such amounts will be recognized. 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 or licensing of in-process Leases We account for our leases under ASC Topic 842, Leases right-of-use right-of-use Operating lease expense for operating leases is recognized on a straight-line basis over the lease term based on the total lease payments. We have elected the practical expedient to not separate lease and non-lease non-lease Share-Based Compensation Share-based compensation expense stock options and restricted stock units (“RSUs”) granted to employees and directors is recognized in the Condensed Consolidated Statements of Operations based on estimated amounts. The cost of stock options is measured at the grant date, based on the estimated fair value of the stock option using the Black-Scholes valuation model, which incorporates various assumptions, including expected volatility, risk-free interest rate, the expected term of the award and the dividend yield on the underlying stock. Expected volatility is calculated based on the historical volatility of our stock over the expected option life and other appropriate factors. The expected option term is computed using the “simplified” method as permitted under the provisions of ASC Topic 718, Compensation—Stock Compensation 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 March 31, 2023, 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 carryforwards that can be utilized in the future to offset taxable income. There have been no material changes in our unrecognized tax benefits since June 30, 2022, and, as such, the disclosures included in our 2022 Annual Report continue to be relevant for the nine months ended March 31, 2023. Recent Accounting Pronouncement In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-13, Financial Instruments–Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 2016-13”), 2016-13 2016-13 2016-13 | Note 1. The Company and Summary of Significant Accounting Policies The Company MEI Pharma, Inc. is a late-stage pharmaceutical company committed to the development and commercialization of novel cancer therapies intended to improve outcomes for patients. Our portfolio of drug candidates includes three clinical-stage assets, including zandelisib (f/k/a ME-401), U.S. Food and Drug Administration MEIP On April 14, 2023, we amended our Certificate of Incorporation to effect a combination of our issued and outstanding common stock at a ratio of one-for-twenty (“Reverse Stock Split”). The par value and authorized shares of our common stock were not adjusted as a result of the Reverse Stock Split. The Reverse Stock Split was effective on April 14, 2023. All historical share and per share amounts have been adjusted to reflect the Reverse Stock Split for all periods presented. All stock options, restricted stock units and warrants outstanding were ratably adjusted to give effect to the Reverse Stock Split. Clinical Development Programs We build our pipeline by licensing or acquiring promising cancer agents and creating value in programs through development, commercialization and strategic partnerships, as appropriate. Our objective is to leverage the mechanisms and properties of our pipeline drug candidates to optimize the balance between efficacy and tolerability to meet the needs of patients with cancer. Our drug candidate pipeline includes: • zandelisib (f/k/a ME-401), 3-kinase • voruciclib, an oral cyclin-dependent kinase (“CDK”) 9 inhibitor; and • ME-344, Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“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. Liquidity We have accumulated losses of $374.2 million since inception and expect to incur operating losses and generate negative cash flows from operations for the foreseeable future. As of June 30, 2022, we had $153.3 million in cash, cash equivalents and short-term investments. We believe that these resources will be sufficient to meet our obligations and fund our liquidity and capital expenditure requirements for at least the next 12 months from the issuance of these financial statements. Our current business operations are focused on continuing the clinical development of our drug candidates. Changes to our research and development plans or other changes affecting our operating expenses may affect actual future use of existing cash resources. Our research and development expenses are expected to increase in the foreseeable future. We cannot determine with certainty costs associated with ongoing and future clinical trials or the regulatory approval process. The duration, costs and timing associated with the development of our product candidates will depend on a variety of factors, including uncertainties associated with the results of our clinical trials. To date, we have obtained cash and funded our operations primarily through equity financings and license agreements. In order to continue the development of our drug candidates, at some point in the future we expect to pursue one or more capital transactions, whether through the sale of equity securities, debt financing, license agreements or entry into strategic partnerships. There can be no assurance that we will be able to continue to raise additional capital in the future. Reclassifications Proceeds from issuance of common stock and payment of issuance costs have been reclassified in the prior year financial statements to conform to the current year financial statement presentation. These changes did not impact previously reported net loss, loss per share, stockholders’ equity, total assets or total cash flows. 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 not experienced any losses related to these balances. Short-Term Investments Short-term investments are marketable securities with maturities greater than three months but less than one year from date of purchase. As of June 30, 2022 and 2021, our short-term investments consisted of $137.5 million and $144.9 million, respectively, in United States, “U.S.”, government securities. The short-term investments held as of June 30, 2022 and 2021 are considered to be “held to maturity” and are carried at amortized cost. As of June 30, 2022 and 2021, the gross unrealized 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. Property and Equipment Property and equipment are stated at cost and depreciated over the estimated useful lives of the assets (generally three Leases Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 842, Leases right-of-use a lease liability on the Balance Sheets for all leases with terms longer than 12 months. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. We elected the following as practical expedients: 1) an entity need not reassess whether any expired or existing contracts are or contain leases, 2) an entity need not reassess the lease classification for any expired or existing leases, and 3) an entity need not reassess initial direct costs for any existing leases. Rent expense for operating leases is recognized on a straight-line basis over the lease term based on the total lease payments. We have elected the practical expedient to not separate lease and non-lease non-lease Revenue Recognition Revenue from Customers In accordance with ASC Topic 606, Revenue from Contracts with Customers Payments received under commercial arrangements, such as licensing technology rights, may include non-refundable re-evaluate We may enter into arrangements that consist of multiple performance obligations. Such arrangements may include any combination of our deliverables. To the extent a contract includes multiple promised deliverables, we apply judgment to determine whether promised deliverables are capable of being distinct and are distinct in the context of the contract. If these criteria are not met, the promised deliverables are accounted for as a combined performance obligation. For arrangements with multiple distinct performance obligations, we allocate variable consideration related to our 50-50 In the case of a license that is a distinct performance obligation, we recognize revenue allocated to the license from non-refundable, up-front the licensee can use and benefit from the license. For licenses that are bundled with other distinct or combined obligations, we use judgment to assess the nature of the performance obligation to determine whether the performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. If the performance obligation is satisfied over time, we evaluate the measure of progress each reporting period and, if necessary, adjust the measure of performance and related revenue recognition. From time to time, we perform additional services for Kyowa Kirin Co., Ltd. (“KKC”) at their request, the costs of which are fully reimbursed to us. The cost of these services is recognized in the Statements of Operations as research and development expense. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the products or services to be provided. Revenue is recorded proportionally as costs are incurred. We generally use the cost-to-cost cost-to-cost For arrangements that include sales-based or usage-based royalties, we recognize revenue at the later of (i) when the related sales occur or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied or partially satisfied. To date, we have not recognized any sales-based or usage-based royalty revenue from license agreements. We recognized revenue associated with the following license agreements for the periods presented (in thousands): Years Ended June 30, 2022 2021 2020 License Agreement: KKC Commercialization Agreement $ 40,697 $ 34,356 $ 26,386 Helsinn License Agreement — 440 1,370 $ 40,697 $ 34,796 $ 27,756 Timing of Revenue Recognition: Development services performed over time $ 37,304 $ 31,302 $ 6,768 Pass through services at a point in time 3,393 3,494 — License transferred at a point in time — — 20,988 $ 40,697 $ 34,796 $ 27,756 Based on the characteristics of the Helsinn License Agreement, we recognized revenue based on the extent of progress towards completion of the performance obligations. The performance obligations under the Helsinn License Agreement were completed in June 2021, and the Helsinn License Agreement was terminated in November 2021. Contract Balances Accounts receivable are included on our Balance Sheets in “Prepaid expenses and other current assets”, and contract liabilities are included in “Deferred revenue” and “Deferred revenue, long-term” in our Balance Sheets. The following table presents changes in accounts receivable, unbilled receivables and contract liabilities accounted for under Topic 606 for the periods presented (in thousands): Years Ended June 30, 2022 2021 Accounts receivable Accounts receivable, beginning of year $ — $ 83 Amounts billed 54,611 25,682 Payments received (54,611 ) (25,765 ) Accounts receivable, end of year $ — $ — Unbilled receivables Unbilled receivables, beginning of year $ 7,582 $ 2,858 Billable amounts 56,816 30,406 Amounts billed (54,354 ) (25,682 ) Unbilled receivables, end of year $ 10,044 $ 7,582 Contract liabilities Contract liabilities, beginning of year $ 14,677 $ 19,108 Revenue recognized (3,777 ) (4,798 ) Payments received 20,000 367 Contract liabilities, end of year $ 30,900 $ 14,677 The timing of revenue recognition, invoicing and cash collections results in billed accounts receivable and unbilled receivables (contract assets) and deferred revenue (contract liabilities). We invoice our customers in accordance with agreed-upon contractual terms, typically at periodic intervals or upon achievement of contractual milestones. Invoicing may occur subsequent to revenue recognition, resulting in unbilled receivables. We may receive advance payments from our customers before revenue is recognized, resulting in contract liabilities. The unbilled receivables and deferred revenue reported on the Balance Sheets relate to the KKC Commercialization Agreement. As of June 30, 2022 and 2021, we had unbilled receivables of $10.0 million and $7.6 million, respectively, related to our remaining performance obligations under the KKC Commercialization Agreement. Our unbilled receivables are comprised of amounts that are billable based on the contractual provisions of the license agreement but not yet billed. As of June 30, 2022 and 2021, we had $95.4 million and $79.2 million, respectively, of deferred revenue associated with the KKC Commercialization Agreement, of which $64.5 million relates to the U.S. license which is a unit of account under the scope of ASC Topic 808, Collaborative Arrangements Our contract liabilities accounted for under Topic 606 relate to the amount of initial upfront consideration that was allocated to the development services performance obligations. Contract liabilities are recognized over the duration of the performance obligations based on the costs incurred relative to total expected costs. Revenue from Collaborators At contract inception, we assess whether the collaboration arrangements are within the scope of Topic 808, to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities. This assessment is performed based on the responsibilities of all parties in the arrangement. For collaboration arrangements within the scope of Topic 808 that contain multiple units of account, we first determine which units of account within the arrangement are within the scope of Topic 808 and which elements are within the scope of Topic 606. For units of account within collaboration arrangements that are accounted for pursuant to Topic 808, an appropriate recognition method is determined and applied consistently, by analogy to authoritative accounting literature. For elements of collaboration arrangements that are accounted for pursuant to Topic 606, we recognize revenue as discussed above. Consideration received that does not meet the requirements to satisfy Topic 606 revenue recognition criteria is recorded as deferred revenue in the accompanying Balance Sheets, classified as either current or long-term deferred revenue based on our best estimate of when such amounts will be recognized. Cost of Revenue Cost of 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 performance obligations associated with the Helsinn License Agreement which was terminated in November 2021. Research and Development 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 or licensing of in-process Share-Based Compensation Share-based compensation expense for stock options and restricted stock units (“RSUs”) granted to employees and directors is recognized in the Statements of Operations based on estimated amounts. The cost of stock options is measured at the grant date, based on the estimated fair value of the stock option using the Black-Scholes valuation model, which incorporates various assumptions including expected volatility, risk-free interest rate, the expected term of the award and the dividend yield on the underlying stock. Expected volatility is calculated based on the historical volatility of our stock over the expected option life and other appropriate factors. The expected option term is computed using the “simplified” method as permitted under the provisions of ASC 718-10-S99. 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, 2022 and 2021, 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 carryforwards 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 Per Share Basic and diluted net loss 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, 2022, 2021 and 2020. 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. The assessment of dilution is made on a quarterly basis and therefore the annual determination of diluted net loss per share only includes those quarters in which the potential common stock equivalents were determined to be dilutive. The following table presents the calculation of net loss used to calculate basic and diluted loss per share for the periods presented (in thousands): Years Ended June 30, 2022 2021 2020 Net loss—basic $ (54,454 ) $ (41,314 ) $ (47,173 ) Change in fair value of warrant liability (8,046 ) (27,394 ) — Net loss—diluted $ (62,500 ) $ (68,708 ) $ (47,173 ) Shares used in calculating net loss per share for the periods presented was determined as follows (in thousands): Years Ended June 30, 2022 2021 2020 Weighted average shares used in calculating basic net loss per share 6,224 5,626 4,554 Effect of potentially dilutive common shares from equity awards and liability-classified warrants 33 98 — Weighted average shares used in calculating diluted net loss per share 6,257 5,724 4,554 The following potentially dilutive shares have been excluded from the calculation of net loss per share for the periods presented because of their anti-dilutive effect (in thousands): Years Ended June 30, 2022 2021 2020 Stock options 1,024 794 552 Warrants 402 201 803 Restricted stock units 11 21 — Total anti-dilutive shares 1,437 1,016 1,355 Recent Account Pronouncement In June 2016, the FASB issued ASU 2016-13, 2016-13 2016-13 | ||
Infinity Pharmaceuticals Inc [Member] | ||||
The Company and Summary of Significant Accounting Policies | 4. Significant Accounting Policies Our significant accounting policies are described in Note 2, “Summary of Significant Accounting Policies,” in “Notes to Consolidated Financial Statements” in our 2022 Annual Report on Form 10-K. Segment Information We operate in one business segment, which focuses on drug development. We make operating decisions based upon the performance of the enterprise as a whole and utilize our consolidated financial statements for decision making. Basic and Diluted Net Loss per Common Share Basic net loss per share is based upon the weighted average number of common shares outstanding during the period, excluding restricted stock units that have been issued but have not yet vested. Diluted net loss per share is based upon the weighted average number of common shares outstanding during the period plus the effect of additional weighted average common equivalent shares outstanding during the period when the effect of adding such shares is dilutive. Common equivalent shares result from the assumed exercise of outstanding stock options and the exercise of outstanding warrants (the proceeds of which are then assumed to have been used to repurchase outstanding stock using the treasury stock method) and the vesting of restricted shares of common stock. In addition, the assumed proceeds under the treasury stock method include the average unrecognized compensation expense of stock options that are in-the-money. This results in the “assumed” buyback of additional shares, thereby reducing the dilutive impact of stock options. The two-class method is used for outstanding warrants as such warrants are considered to be participating securities, and this method is more dilutive than the treasury stock method. The following outstanding shares of common stock equivalents were excluded from the computation of net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive: At March 31, 2023 2022 Stock options 14,199,758 14,538,334 Non-vested restricted stock units 2,929,149 50,000 New Accounting Pronouncements In June 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Update, or ASU, No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Statements , or ASU No. 2016-13, which requires that credit losses be reported using an expected losses model rather than the incurred losses model that was previously used, and it establishes additional disclosure requirements related to credit risks. For available-for-sale debt securities with expected credit losses, ASU No. 2016-13 requires allowances to be recorded instead of reducing the amortized cost of the investment. In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates , whereby the effective date of ASU No. 2016-13 for smaller reporting companies was deferred to annual reporting periods beginning after December 15, 2022, including interim periods within those annual reporting periods, and early adoption was still permitted. ASU No. 2016-13 is required to be applied using a modified-retrospective approach, which requires a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. We adopted this standard effective January 1, 2023 and our application of the standard did not result in a cumulative-effect adjustment. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40): , or ASU No. 2020-06, which simplifies the guidance on an issuer’s accounting for convertible instruments and contracts in its own equity. The provisions of ASU No. 2020-06 are applicable for fiscal years beginning after December 15, 2023, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. We are currently evaluating the impact of ASU No. 2020-06 on our consolidated financial statements and related disclosures. | 2. Summary of Significant Accounting Policies Basis of Presentation These consolidated financial statements include the accounts of Infinity and its wholly-owned subsidiaries. We have eliminated all significant intercompany accounts and transactions in consolidation. The preparation of consolidated financial statements in accordance with generally accepted accounting principles requires our management to make estimates and judgments that may affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and judgments. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. Segment Information We operate in one business segment, which focuses on drug development. We make operating decisions based upon the performance of the enterprise as a whole and utilize our consolidated financial statements for decision making. Cash Equivalents and Available-For-Sale Cash equivalents consist of money market funds. We consider all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. Cash equivalents are stated at fair value. They are also readily convertible to known amounts of cash and have such short-term maturities that each presents insignificant risk of change in value due to changes in interest rates. Our classification of cash equivalents is consistent with prior periods. From time to time we invest our cash in short-term marketable securities. We determine the appropriate classification of marketable securities at the time of purchase and re-evaluate “available-for-sale.” We available-for-sale available-for-sale available-for-sale. We adjust the cost of available-for-sale available-for-sale. We conduct periodic reviews to identify and evaluate each available-for-sale available-for-sale available-for-sale Regardless of our intent to sell a security, we perform additional analysis on all securities in an unrealized loss position to evaluate losses associated with the creditworthiness of the security. Credit losses are identified where we do not expect to receive cash flows sufficient to recover the amortized cost basis of a security and are recorded within earnings as an impairment loss. Liquidity and Going Concern As of December 31, 2022, we had cash and cash equivalents of $38.3 million. We have primarily incurred operating losses since inception and have relied on our ability to fund our operations through collaboration and license arrangements, or other strategic arrangements, and through the sale of our common stock. We expect to continue to spend significant resources to fund the development and potential commercialization of eganelisib, also known as IPI-549, phosphoinositide-3-kinase As of December 31, 2022, we had an accumulated deficit of $856.0 million and during the year ended December 31, 2022 used $42.4 million in cash and cash equivalents to fund operating activities. We expect to continue to incur substantial operating losses and negative cash flows from operations for the foreseeable future. These conditions raise substantial doubt about our ability to continue as a going concern for at least twelve months from the date these consolidated financial statements are issued on March 28, 2023. If the Merger is not completed, we will need to raise additional capital in order to successfully execute on our current operating plans to further the development of eganelisib. If the Merger is not completed, we will explore other plans to mitigate the conditions which raise substantial doubt about our ability to continue as a going concern. We consider one of the following courses of action to be the most likely alternatives if the Merger is not completed: • Pursue another strategic transaction • Wind down the company Our consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the ordinary course of business. The consolidated financial statements do not include any adjustments that might result from the outcome of the conditions described above. Concentration of Credit Risk Cash and cash equivalents are primarily maintained with two major financial institutions in the United States. Deposits at banks may exceed the insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and, therefore, bear minimal risk. From time to time the Company invests its cash in other financial instruments that potentially subject us to concentration of credit risk, primarily consisting of available-for-sale available-for-sale Property and Equipment Property and equipment are stated at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of the applicable assets. Application development costs incurred for computer software developed or obtained for internal use are capitalized. Upon sale or retirement, the cost and related accumulated depreciation are eliminated from the respective account, and the resulting gain or loss, if any, is included in current operations. Amortization of leasehold improvements, building improvements and finance leases is recorded as depreciation expense and included in research and development and general and administrative expense, as applicable. Repairs and maintenance charges that do not increase the useful life of the assets are charged to operations as incurred. Property and equipment are depreciated over the following periods: Computer equipment and software 3 to 5 years Leasehold improvements Shorter of lease term or useful life of asset Furniture and fixtures 7 to 10 years Impairment of Long-Lived Assets We evaluate our long-lived assets for potential impairment. Potential impairment is assessed when there is evidence that events or changes in circumstances have occurred that indicate that the carrying amount of a long-lived asset may not be recovered. Recoverability of these assets is assessed based on undiscounted expected future cash flows from the assets, considering a number of factors, including past operating results, budgets and economic projections, market trends and product development cycles. An impairment in the carrying value of each asset is assessed when the undiscounted expected future cash flows, including its eventual residual value, derived from the asset are less than its carrying value. Impairments, if any, are recognized in earnings. An impairment loss would be recognized in an amount equal to the excess of the carrying amount over the undiscounted expected future cash flows. Fair Value Measurements We define fair value as the price that we would receive to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We determine fair value based on the assumptions market participants use when pricing the asset or liability. We use a valuation hierarchy for disclosure of the inputs used to measure fair value. This hierarchy prioritizes the inputs into three broad levels. Level 1 inputs, which we consider the highest level inputs, are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. The classification of a financial asset or liability within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. Liabilities Related to Sale of Future Royalties We treat the liabilities related to sale of future royalties (see Note 9) as debt financings, amortized under the effective interest rate method over the estimated life of the related expected royalty stream. The liabilities related to sale of future royalties and the debt amortization are based on our current estimates of future royalties expected to be paid over the life of the arrangement. We will periodically assess the expected royalty payments using projections from external sources. To the extent our estimates of future royalty payments are greater or less than previous estimates or the estimated timing of such payments is materially different than previous estimates, we will adjust the effective interest rate and recognize related non-cash Non-cash non-cash non-cash Leases We have entered into leases for office space and a data center. As of January 1, 2019, we adopted the provisions of Accounting Standards Codification, or ASC, Topic 842, Leases, or ASC 842. Accordingly, we recorded a right-of-use right-of-use We recognize a right-of-use right-of-use Our leases do not provide an implicit rate; therefore, we use an estimate of our incremental borrowing rate based on the information available at the adoption date or lease commencement date in determining the present value of lease payments. Revenue Recognition To date, all our revenue has been generated under collaboration agreements, including payments to us of upfront license fees, funding or reimbursement of research and development efforts, milestone payments, if specified objectives are achieved, and royalties on product sales. We recognize revenue when we transfer goods or services to customers in an amount that reflects the consideration that we expect to receive for those goods or services. These principles are applied using a five-step model: 1) identify the customer contract; 2) identify the contract’s performance obligations; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when or as a performance obligation is satisfied. We evaluate all promised goods and services within a customer contract and determine which of those are separate performance obligations. This evaluation includes an assessment of whether the good or service is capable of being distinct and whether the good or service is separable from other promises in the contract. When a performance obligation is satisfied, we recognize as revenue the amount of the transaction price, excluding estimates of variable consideration that are constrained, that is allocated to that performance obligation. For contracts that contain variable consideration, such as milestone payments, we estimate the amount of variable consideration by using either the expected value method or the most likely amount method. In making this assessment, we evaluate factors such as the clinical, regulatory, commercial and other risks that must be overcome to achieve the milestone. Each reporting period we re-evaluate We recognize sales-based milestones and royalty revenue based upon net sales by the licensee of licensed products in licensed territories, and in the period the sales occur under the sales- and usage-based royalty exception when the sole or predominate item to which the royalty relates is a license to intellectual property. In the event of an early termination of a collaboration agreement, any contract liabilities would be recognized in the period in which all our obligations under the agreement have been fulfilled. Research and Development Expense Research and development expense consists of expenses incurred in performing research and development activities, including salaries and benefits, overhead expenses including facilities expenses, materials and supplies, preclinical expenses, clinical trial and related clinical manufacturing expenses, comparator and combination drug expenses, stock-based compensation expense, depreciation of property and equipment, contract services, and other outside expenses. We also include as research and development expense upfront license payments related to acquired technologies which have not yet reached technological feasibility and have no alternative use. We expense research and development costs as they are incurred. Prepaid comparator and combination drug expenses are capitalized and then recognized as expense when title transfers to us. We have been a party to collaboration agreements in which we were reimbursed for work performed on behalf of the collaborator, as well as one in which we reimbursed the collaborator for work it had performed. We record all appropriate expenses under our collaborations as research and development expense. If the arrangement provides for reimbursement of research and development expenses incurred by us, we evaluate the terms of the arrangement to determine whether the reimbursement should be recorded as revenue or as an offset to research and development expense. If the arrangement provides for us to reimburse the collaborator for research and development expenses or for the achievement of a development milestone for which a payment is due, we record the reimbursement or the achievement of the development milestone as research and development expense. Stock-based Compensation Expense We issue stock-based awards to employees, directors, and non-employees, non-employees awards with performance conditions, we estimate the likelihood of satisfaction of the performance conditions, which affects the period over which the expense is recognized. When the likelihood of satisfying the performance conditions related to these awards is determined to be probable, we recognize the expense over the requisite service period. We have no awards with market conditions. We recognize forfeitures related to share-based payments as they occur. Royalty Expense Royalty expense is recorded when incurred and represents the expense associated with amounts owed to third parties as a result of royalty revenue recognized and the amounts owed by us to Takeda Pharmaceutical Company Limited, or Takeda, in relation to the sale of future royalties (see Note 11). Income Taxes We use the liability method to account for income taxes. Deferred tax assets and liabilities are determined based on differences between financial reporting and income tax basis of assets and liabilities, as well as net operating loss and tax credit carryforwards, and are measured using the enacted tax rates and laws that will be in effect when the differences reverse. Deferred tax assets are reduced by a valuation allowance to reflect the uncertainty associated with their ultimate realization. The effect of a change in tax rate on deferred taxes is recognized in income or loss in the period that includes the enactment date. We use our judgment for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. We recognize any material interest and penalties related to unrecognized tax benefits in income tax expense. Due to the uncertainty surrounding the realization of the net deferred tax assets in future periods, we have recorded a full valuation allowance against our otherwise recognizable net deferred tax assets as of December 31, 2022 and 2021. Basic and Diluted Net Loss per Common Share Basic net loss per share is based upon the weighted average number of common shares outstanding during the period, excluding restricted stock units that have been issued but have not yet vested. Diluted net loss per share is based upon the weighted average number of common shares outstanding during the period plus the effect of additional weighted average common equivalent shares outstanding during the period when the effect of adding such shares is dilutive. Common equivalent shares result from the assumed exercise of outstanding stock options and the exercise of outstanding warrants (the proceeds of which are then assumed to have been used to repurchase outstanding stock using the treasury stock method) and the vesting of restricted shares of common stock. In addition, the assumed proceeds under the treasury stock method include the average unrecognized compensation expense of stock options that are in-the-money. two-class At December 31, 2022 2021 Stock options 14,663,697 12,689,439 Non-vested 2,939,816 50,000 Comprehensive Loss Comprehensive loss is comprised of net loss and other comprehensive loss. Other comprehensive loss is comprised of unrealized holding gains arising during the period on available-for-sale New Accounting Pronouncements In June 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Update, or ASU, No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Statements No. 2016-13, available-for-sale 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40): No. 2020-06, No. 2020-06 No. 2020-06 In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance No. 2021-10, |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value Measurements | Note 2. Fair Value Measurements 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 and short-term investments are measured at fair value on a recurring basis and 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 shares of common stock. Pursuant to the terms of the warrants, we could be required to settle the warrants in cash in the event of an acquisition of us and, as a result, the warrants are required to be measured at fair value and reported as a liability in the Condensed Consolidated 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 Condensed Consolidated 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 Condensed Consolidated Statements of Operations for the three and nine months ended March 31, 2023 and 2022, respectively. To calculate the fair value of the warrant liability, the following assumptions were used for the periods presented: March 3 June 30, Risk-free interest rate 4.6 % 2.8 % Expected life (years) 0.1 0.9 Expected volatility 91.5 % 139.4 % Dividend yield 0.0 % 0.0 % Black-Scholes Fair Value $ — $ 0.10 The following table sets forth a summary of changes in the estimated fair value of our Level 3 warrant liability for the nine months ended March 31, 2023 and 2022 (in thousands): Fair Value of Warrants Using 202 3 202 2 Balance at July 1, $ 1,603 $ 22,355 Change in estimated fair value of liability classified warrants (1,603 ) (20,819 ) Balance at March $ — $ 1,536 | Note 5. Fair Value Measurements 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 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 shares of common stock. 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 Sheets. 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 Statements 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 the 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 or 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 changes in the fair value of the Level 3 warrant liability are reflected on the Statements of Operations for the years ended June 30, 2022, 2021 and 2020. To calculate the fair value of the warrant liability, the following assumptions were used for the periods presented: June 30, 2022 2021 Risk-free interest rate 2.8 % 0.2 % Expected life (years) 0.9 1.9 Expected volatility 139.4 % 88.5 % Dividend yield 0.0 % 0.0 % Black-Scholes fair value $ 2.00 $ 27.80 The following table sets forth a summary of changes in the estimated fair value of our Level 3 warrant liability for the years ended June 30, 2022 and 2021 (in thousands): Fair Value of Warrants 2022 2021 Balance at July 1, $ 22,355 $ 40,483 Reclassification of warrant liability to equity upon exercise of warrants — (6 ) Change in estimated fair value of liability classified warrants (20,752 ) (18,122 ) Balance at June 30, $ 1,603 $ 22,355 | ||
Infinity Pharmaceuticals Inc [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value Measurements | 7. Fair Value We measure certain financial instruments at fair value on a recurring basis. Our assets which are required to be measured on a recurring basis consist of cash and cash equivalents totaling $25.7 million and $38.3 million as of March 31, 2023 and December 31, 2022, respectively. Our liabilities which are required to be measured on a recurring basis consist of a warrant liability in the amount of $0.2 million as of December 31, 2022. We did not have any liabilities that are required to be measured on a recurring basis as of March 31, 2023. Cash and cash equivalents, which are measured using Level 1 inputs, consist of highly liquid deposit accounts and money market funds that are intended to consistently transact at a target net asset value of $1.00. Accordingly, the carrying amounts reflected in the condensed consolidated balance sheets for cash and cash equivalents approximate their fair value. Warrant liability relates to potential future warrants that may be issued. The fair value of the warrant liability on the date of the commitment and on each re-measurement date for those warrants classified as liabilities was estimated using the Monte Carlo simulation model, which involves a series of simulated future stock price paths over the remaining life of the commitment. The fair value is estimated by taking the average of the fair values under each of many Monte Carlo simulations. The fair value estimate is affected by our stock price, as well as estimated future financing needs, including timing and sources of the financing and subjective variables including expected stock price volatility over the remaining life of the commitment and risk-free interest rate. Due to the nature of these inputs, the valuation of the warrants is considered a Level 3 measurement. The fair value of the warrant liability as of December 31, 2022 has been included in accrued expenses and other current liabilities on our condensed consolidated balance sheet. Our obligation to issue the warrants described above expired on January 8, 2023 and therefore, no warrant liability exists as of March 31, 2023. See Note 10 for further discussion of the accounting for the warrants. There have been no changes to our valuation methods of available-for-sale securities during the three months ended March 31, 2023. We had no available-for-sale securities that were classified as Level 3 at any point during the three months ended March 31, 2023 or during the year ended December 31, 2022. The carrying amounts reflected in the condensed consolidated balance sheets for prepaid expenses and other current assets, other assets, accounts payable and accrued expenses and other current liabilities approximate their fair value due to their short-term maturities. | 5. Fair Value We measure certain financial instruments at fair value on a recurring basis. The Company’s assets which are required to be measured on a recurring basis consist of cash and cash equivalents totaling $38.3 million and $80.7 million as of December 31, 2022 and 2021, respectively. The Company’s liabilities which are required to be measured on a recurring basis consist of a warrant liability in the amount of $0.2 million as of December 31, 2022 and 2021. Cash and cash equivalents, which are measured using Level 1 inputs, consist of highly liquid deposit accounts and money market funds that are intended to consistently transact at a target net asset value of $1.00. Accordingly, the carrying amounts reflected in the condensed consolidated balance sheets for cash and cash equivalents approximate their fair value. Warrant liability relates to potential future warrants that may be issued. The fair value of the warrant liability on the date of the commitment and on each re-measurement The fair value of the warrant liability as of December 31, 2022 has been included in accrued expenses and other current liabilities on our consolidated balance sheet. The fair value of the warrant liability as of December 31, 2021 has been included in other liabilities on our consolidated balance sheet. See Note 9 for further discussions of the accounting for the warrants. There have been no changes to our valuation methods during the year ended December 31, 2022. We had no available-for-sale The carrying amounts reflected in the consolidated balance sheets for prepaid expenses and other current assets, other assets, accounts payable and accrued expenses and other current liabilities approximate their fair value due to their short-term maturities. |
Short-Term Investments
Short-Term Investments | 9 Months Ended |
Mar. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Short-Term Investments | Note 3. Short-Term Investments As of March 31, 2023, and June 30, 2022, our short-term investments consisted of March 3 March 3 |
License Agreements
License Agreements | 9 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Jun. 30, 2022 | |
Related Party Transactions [Abstract] | ||
License Agreements | Note 4. License Agreements Kyowa Kirin License, Development and Commercialization Agreement In April 2020, we entered into the Kyowa Kirin Commercialization Agreement under which we granted to Kyowa Kirin a co-exclusive, know-how controlled by us to develop and commercialize zandelisib and any pharmaceutical product containing zandelisib for all human indications in the U.S. (the “U.S. License”), and an exclusive (subject to certain retained rights to perform obligations under the Kyowa Kirin Commercialization Agreement), sublicensable, payment-bearing, license under certain patents and know-how “Ex-U.S.” “Ex-U.S. co-exclusive, know-how co-exclusive, know-how Ex-U.S. 100.0 million. Kyowa Kirin is responsible for the development and commercialization of zandelisib in the Ex-U.S. Ex-U.S., Ex-U.S. We assessed the Kyowa Kirin Commercialization Agreement in accordance with Topic 808 and Topic 606 and determined that our obligations comprise the U.S. License, the Ex-U.S. Ex-U.S. As discussed in Note 1, we and Kyowa Kirin jointly decided to discontinue zandelisib development in the U.S. As of March 31, 2023, we updated our assessment of the total transaction price from the Kyowa Kirin Commercialization Agreement to be 217.0 million, comprised of the upfront payment of $ 100.0 million, milestone payments of $ 20.0 million, estimated development cost-sharing of $ 91.8 million, and deferred revenue of $ 5.2 million. As of March 31, 2023, the updated assessment reflects a decrease in estimated variable consideration related to development cost sharing of 143.1 million from June 30, 2022. In December 2022, we announced our plan to discontinue the global development of zandelisib outside of Japan. As a result, we decreased our estimate for variable consideration related to development cost sharing. During the three months ended December 31, 2022, we recognized revenue of 16.6 million from the change in estimate. Additionally , during the three months ended December 31, 2022 8.6 million of revenue related to non-refundable re-evaluate We allocated the transaction price of the Ex-U.S. We determined that control of the U.S. License and Ex-U.S. 21.0 million related to the Ex-U.S. 64.5 million transaction price allocated to the U.S. License obligation accounted for under Topic 808 is included as non-current 1.6 million and $ 30.9 million, respectively, related to the transaction price allocated to the Development Services performance obligations and are recognizing this revenue based on the proportional performance of these development activities, which we expect to recognize through fiscal year 2024. 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 $ 2.9 million. With respect to the first indication, an incremental $ 2.0 million payment, due upon dosing of the first subject in the first registration trial, will be owed to Presage, for total payments of $ 4.9 million prior to receipt of marketing approval of the first indication in the U.S., E.U. or Japan. Additional potential payments of up to $ 179 million will be due upon the achievement of certain development, regulatory and commercial milestones. We will also pay mid-single-digit | Note 2. KKC License, Development and Commercialization Agreement In April 2020, we entered into the License, Development and Commercialization Agreement (the “KKC Commercialization Agreement”) with Kyowa Kirin Company (“KKC”). Under the KKC Commercialization Agreement, we granted to KKC a co-exclusive, know-how know-how “Ex-U.S.” “Ex-U.S. co-exclusive, know-how co-exclusive, know-how Ex-U.S. Ex-U.S., KKC will be responsible for the development and commercialization of zandelisib in the Ex-U.S. co-develop co-promote 50-50 Ex-U.S., Ex-U.S. We assessed the KKC Commercialization Agreement in accordance with Topic 808 and Topic 606 and determined that our obligations comprise the U.S. License, the Ex-U.S. Ex-U.S. We determined, at the time of our initial assessment, that the total transaction price of $191.5 million is comprised of the upfront payment of $100.0 million, expected milestone payments of $20.0 million, estimated variable consideration related to development cost-sharing of $66.3 million, and deferred revenue of $5.2 million from the KKC Commercialization Agreement. During the year ended June 30, 2022, we updated our estimate of variable consideration related to development cost sharing to $234.9 million. We increased our estimate primarily as a result of further visibility into total expected costs for these development estimates. Any variable consideration related to sales-based royalties and commercial milestones related to licenses of intellectual property will be determined when the sale or usage occurs and is, therefore, excluded from the transaction price. In addition, we are eligible to receive future development and regulatory milestones upon the achievement of certain criteria; however, these amounts are excluded from variable consideration as the risk of significant revenue reversal will only be resolved depending on future research and development and/or regulatory approval outcomes. We re-evaluate We allocated the transaction price to each unit of account. Variable consideration that relates specifically to our efforts to satisfy specific performance obligations are allocated entirely to those performance obligations. Other components of the transaction price are allocated based on the relative stand-alone selling price, over which management has applied significant judgment. We developed the estimated stand-alone selling price for the licenses using the risk-adjusted net present values of estimated cash flows, and the estimated stand-alone selling price of the development services performance obligations by estimating costs to be incurred, and an appropriate margin, using an income approach. We determined that control of the U.S. License and Ex-U.S. Ex-U.S. non-current non-ASC |
Other License Agreements
Other License Agreements | 12 Months Ended |
Jun. 30, 2022 | |
Licensing Arrangements [Abstract] | |
Other License Agreements | Note 4. Other License Agreements Presage License Agreement In September 2017, we, as licensee, entered into a license agreement with Presage Biosciences, Inc. (“Presage”). Under the terms of the 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 $2.9 million to Presage. With respect to the first indication, an incremental $2.0 million payment, due upon dosing of the first subject in the first registration trial, will be owed to Presage, for total payments of $4.9 million prior to receipt of marketing approval of the first indication in the U.S., EU or Japan. Additional potential payments of up to $179 million will be due upon the achievement of certain development, regulatory and commercial milestones. We will also pay mid-single Helsinn License Agreement In August 2016, we entered into an exclusive worldwide license, development, manufacturing and commercialization agreement with Helsinn Healthcare SA, a Swiss pharmaceutical corporation, for pracinostat in acute myeloid leukemia, myelodysplastic syndrome and other potential indications (the “Helsinn License Agreement”). As of June 30, 2021, our performance obligations related to the Helsinn License Agreement had been met, and the Helsinn License Agreement was terminated in November 2021. |
BeiGene Collaboration
BeiGene Collaboration | 9 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
BeiGene Collaboration | Note 5. BeiGene Collaboration In October 2018, we entered into a clinical collaboration with BeiGene, Ltd. (“BeiGene”) to evaluate the safety and efficacy of zandelisib in combination with BeiGene’s zanubrutinib (marketed as Brukinsa ® inhibito B-cell B-cell | Note 3. BeiGene Collaboration In October 2018, we entered into a clinical collaboration with BeiGene, Ltd. (“BeiGene”) to evaluate the safety and efficacy of zandelisib in combination with BeiGene’s zanubrutinib (marketed as Brukinsa), an investigational inhibitor of Bruton’s tyrosine kinase (“BTK”), for the treatment of patients with B-cell Phase 1b trial to include evaluation of zandelisib in combination with zanubrutinib in patients with B-cell |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 6. Net Loss Per Share Basic and diluted net loss 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 shares of common stock subject to repurchase or forfeiture for the three and nine months ended March 31, 2023 and 2022. Diluted net loss per share is computed based on the sum of the weighted average number of common shares and potentially dilutive common shares outstanding during the period. The following table presents the calculation of net loss used to calculate basic loss and diluted loss per share (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Net loss – basic $ (15,438 ) $ (8,725 ) $ (21,809 ) $ (38,391 ) Change in fair value of warrant liability — — — (8,046 ) Net loss – diluted $ (15,438 ) $ (8,725 ) $ (21,809 ) $ (46,437 ) Share used in calculating net loss per share was determined as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Weighted average shares used in calculating basic net loss per share 6,663 6,653 6,663 6,080 Effect of potentially dilutive common shares from equity awards and liability-classified warrants — — — 44 Weighted average shares used in calculating diluted net loss per share 6,663 6,653 6,663 6,124 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. The following table presents weighted average potentially dilutive shares that have been excluded from the calculation of net loss per share because of their anti-dilutive effect (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Stock options 1,258 1,020 1,340 1,029 Warrants 905 11 837 12 Restricted stock units — 803 — 268 Total anti-dilutive shares 2,163 1,834 2,177 1,309 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | |
Commitments and Contingencies | Note 7. Commitments and Contingencies We have contracted with various consultants and third parties to assist us in pre-clinical circumstances. Presage License Agreement As discussed in Note 4, 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 March 3 no t accrued any amounts for potential future payments as achievement of the milestones had not been met. Torreya Partners In October 2022, we engaged Torreya Partners as a financial advisor to help explore additional strategic opportunities. As part of this engagement, we issued warrants to acquire shares of our common stock having a value equal to $0.5 million. These warrants were issued during the three months ended March 31, 2023. We will also pay Torreya Partners a transaction fee equal to 20% of aggregate consideration, up to a maximum of $2.0 million, upon completion of a strategic transaction. As of March 31, 2023, we have not accrued any amount for potential future transaction fees. | Note 10. Commitments and Contingencies We have contracted with various consultants and third parties to assist us in pre-clinical Presage License Agreement As discussed in Note 4. Other License Agreements, 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, 2022, we had not accrued any amounts for potential future payments as achievement of the milestones had not been met. COVID-19 As a result of the ongoing COVID-19 COVID-19 We may experience enrollment delays and suspensions, patient withdrawals, postponement of planned clinical or preclinical studies, redirection of site resources from studies, and study deviations or noncompliance. We may also need to maintain or implement study modifications, suspensions, or terminations, the introduction of additional remote study procedures and modified informed consent procedures, study site changes, direct delivery of investigational products to patient homes or alternative sites, which may require state licensing, and changes or delays in site monitoring. The foregoing may require that we consult with relevant review and ethics committees, Institutional Review Boards and the FDA. The foregoing may also impact the integrity of our study data. The ongoing COVID-19 Not only might the ongoing COVID-19 Government stimulus programs enacted in response to the ongoing COVID-19 Nasdaq Bid Price Letter On May 9, 2022, we received a letter from Nasdaq indicating that, for the last thirty consecutive business days, the bid price for our common stock had closed below the minimum $1.00 per share requirement for continued listing on the Nasdaq Capital Market. In accordance with Nasdaq listing rules, we were provided an initial period of 180 calendar days, or until November 7, 2022, to regain compliance. The letter states that Nasdaq will provide written notification that we have achieved compliance with its rules if at any time before November 7, 2022, the bid price of our common stock closes at $1.00 per share or more for a minimum of ten consecutive business days. The Nasdaq letter had no immediate effect on the listing or trading of our common stock and the common stock continued to trade on The Nasdaq Capital Market. If we do not regain compliance with Nasdaq listing rules by November 7, 2022, we may be eligible for an additional 180 calendar day compliance period. To qualify, we would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and would need to provide written notice of our intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. However, if it appears to Nasdaq that we will not be able to cure the deficiency, or if we are otherwise not eligible, Nasdaq would notify us that our securities would be subject to delisting. In the event of such a notification, we may appeal Nasdaq’s determination to delist our securities, but there can be no assurance Nasdaq would grant our request for continued listing. We have not regained compliance with Nasdaq listing rules as of September 8, 2022. | ||
Infinity Pharmaceuticals Inc [Member] | ||||
Commitments and Contingencies | 11. Commitments and Contingencies On April 5, 2019, we entered into a lease agreement, or the Lease, with Sun Life Assurance Company of Canada, or the Landlord, effective April 3, 2019, or the Commencement Date, for the lease of approximately 10,097 square feet of office space at 1100 Massachusetts Avenue, Cambridge, Massachusetts, or the Leased Premises. The term of the Lease commenced on the Commencement Date and expires on August 1, 2024, or the Expiration Date, approximately five years after the Rent Commencement Date as defined below. Beginning August 1, 2019, or the Rent Commencement Date, the total base rent of the Lease was $47,961 per month and increases by approximately 3% on each anniversary of the Rent Commencement Date until the Expiration Date. In addition to the base rent, we are also responsible for our share of the operating expenses, insurance, real estate taxes and certain capital costs, and we are responsible for utility expenses in the Leased Premises, all in accordance with the terms of the Lease. Pursuant to the terms of the Lease, we provided a security deposit in the form of a letter of credit in the initial amount of $300,000, which was reduced to $150,000 during the year ended December 31, 2021 in accordance with the terms of the Lease. The remaining portion of the security deposit plus the associated bank fee of $7,500 is included on our condensed consolidated balance sheet as restricted cash as of March 31, 2023. The Landlord provided a lease incentive allowance of $0.6 million to fund certain improvements made by us to the Leased Premises. As of March 31, 2023, future minimum lease payments of our operating lease liabilities are approximately $0.8 million. | 10. Commitments and Contingencies On April 5, 2019, we entered into a lease agreement, or the Lease, with Sun Life Assurance Company of Canada, or the Landlord, effective April 3, 2019, or the Commencement Date, for the lease of approximately 10,097 square feet of office space at 1100 Massachusetts Avenue, Cambridge, Massachusetts, or the Leased Premises. The term of the Lease commenced on the Commencement Date and expires on August 1, 2024, or the Expiration Date, approximately five years after the Rent Commencement Date as defined below. Beginning August 1, 2019, or the Rent Commencement Date, the total base rent of the Lease was $47,961 per month and increases by approximately 3% on each anniversary of the Rent Commencement Date until the Expiration Date. In addition to the base rent, we are also responsible for our share of the operating expenses, insurance, real estate taxes and certain capital costs, and we are responsible for utility expenses in the Leased Premises, all in accordance with the terms of the Lease. Pursuant to the terms of the Lease, we provided a security deposit in the form of a letter of credit in the initial amount of $300,000, which was reduced to $150,000 during the year ended December 31, 2021 in accordance with the terms of the Lease. The remaining portion of the security deposit plus the associated bank fee of $7,500 is included in our consolidated balance sheet as restricted cash as of December 31, 2022 and 2021. The Landlord provided a lease incentive allowance of $0.6 million to fund certain improvements to be made by us to the Leased Premises. Subject to certain conditions specified in the Lease, we have the right to extend the term of the Lease for two years, if we provide notice to the Landlord not earlier than twelve months, nor later than nine months, prior to expiration of the Lease. The base rent for the extension term shall be equal to the greater of the base rent in effect for the last year of the initial lease term or a fair market base rent determined according to the terms of the Lease. The Lease contains customary provisions allowing the Landlord to, among other things, accelerate payments under the Lease or terminate the Lease in its entirety if we fail to remedy a default of any of our obligations under the Lease within specified time periods or upon our bankruptcy or insolvency. We have recorded a right-of-use December 31, 2022 2021 (in thousands) Assets Operating lease right-of-use $ 697 $ 1,064 Liabilities Accrued expenses and other current liabilities $ 593 $ 519 Operating lease liability 324 917 Total lease liabilities $ 917 $ 1,436 As of December 31, 2022, the weighted average term remaining on our lease is 1.6 years, and the weighted average discount rate is 10%. As of December 31, 2021, the weighted average term remaining on our lease was 2.6 years, and the weighted average discount rate was 10%. Operating lease costs, including variable costs, of $0.7 million were incurred during both the years ended December 31, 2022 and 2021. Cash paid for amounts included in the measurement of lease liabilities were $0.6 million and $0.7 million during the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, future minimum lease payments of our operating lease liabilities are as follows: Operating Leases (in thousands) 2023 $ 658 2024 334 Total future minimum lease payments 992 Less: imputed interest (75 ) Total lease liability $ 917 |
Leases
Leases | 9 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Jun. 30, 2022 | |
Disclosure Text Block [Abstract] | ||
Leases | Note 8. Leases In July 2020, we entered into a lease agreement (the “Initial Lease Agreement”) for office space in San Diego, California. The Initial Lease Agreement was extended to November 30, 2029, in accordance with the amended lease agreement that we entered into in January 2022 (the “Amended Lease Agreement”). The Amended Lease Agreement, which began on July 1, 2022 and expires on November 30, 2029, provides additional office space adjacent to our current office in San Diego. Upon taking control of the additional office space on July 1, 2022, we recognized operating lease ROU assets obtained in exchange for operating lease liabilities 4.3 million. The Initial Lease Agreement and Amended Lease Agreement are collectively referred to as the “Lease Agreements” and have been accounted for as operating leases. The following is a schedule of the future minimum lease payments under the Lease Agreements, reconciled to the operating lease liability, as of March 31, 2023 (in thousands): March 31, Remainder of fiscal year ending June 30, 2023 $ 566 Years ending June 30, 2024 2,335 2025 1,913 2026 2,477 2027 2,551 2028 2,715 Thereafter 4,386 Total lease payments 16,943 Less: Present value discount (3,891 ) Total operating lease liability $ 13,052 Balance Sheet Classification – Operating Leases Operating lease liability $ 1,385 Operating lease liability, long-term 11,667 Total operating lease liability $ 13,052 Other Balance Sheet Information – Operating Leases Weighted average remaining lease term (in years) 6.7 Weighted average discount rate 7.50 % The Lease Agreements include rent escalations over the lease terms. In addition, the Lease Agreements include renewal options which were not included in the determination of the ROU assets or lease liabilities as the renewals were not reasonably certain at the inception of the Lease Agreements. Under the terms of the Lease Agreements, we are subject to charges for variable non-lease components (e.g., common area maintenance, maintenance, etc.) that are not included in the ROU assets and operating lease liabilities and are recorded as an expense in the period incurred. The total operating lease costs and supplemental cash flow information related to our operating leases were as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Operating lease expense $ 609 $ 377 $ 1,826 $ 1,130 Operating cash flows from operating leases $ 567 $ 380 $ 1,700 $ 1,139 | Note 11. Leases In July 2020, we entered into a lease agreement (the “Initial Lease Agreement”) for approximately 32,800 square feet of office space in San Diego, California. The Lease Agreement was scheduled to expire in March 2028 non-lease The Amended Lease Agreement also provides for an additional 12,300 square feet of office space adjacent to our current office in San Diego, beginning on July 1, 2022, for approximately 45,100 square feet of office space, which will be accounted for as an additional ROU asset and operating lease liability once we obtain control of the additional lease space. Our total contractual obligation for the additional lease space is $5.7 million. The total operating lease costs for the Lease Agreement were as follows for the periods presented (in thousands): Years Ended June 30, 2022 2021 2020 Operating lease cost $ 1,583 $ 1,507 $ 692 Supplemental cash flow information related to our operating leases was as follows for the periods presented (in thousands): Years Ended June 30, 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,519 $ 983 $ — Right-of-use $ 2,189 $ 8,689 $ — The following is a schedule of the future minimum rental payments for our operating leases, reconciled to the lease liability as of June 30, 2022 (in thousands): June 30, Years ending June 30, 2023 $ 1,565 2024 1,612 2025 1,168 2026 1,710 2027 1,761 Thereafter 5,090 Total lease payments 12,906 Less: Present value discount (3,264 ) Total operating lease liability $ 9,642 Balance Sheet Classification—Operating Leases Operating lease liability $ 871 Operating lease liability, long-term 8,771 Total operating lease liability $ 9,642 Other Balance Sheet Information—Operating Leases Weighted average remaining lease term (in years) 7.4 Weighted average discount rate 7.50 % |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Jun. 30, 2022 | |
Federal Home Loan Banks [Abstract] | ||
Stockholders' Equity | Note 9. Stockholders’ Equity Equity Transactions Shelf Registration Statement We have a shelf registration statement that permits us to sell, from time to time, up to $ million of common stock, preferred stock and warrants. The shelf registration was filed and declared effective in May 2020, and carried forward approximately $ million of unsold securities registered under the prior shelf registration statement. As of March 31, 2023, there was $ million aggregate value of securities available under the shelf registration statement, including $ million remaining available under the 2020 ATM Sales Agreement described below. The shelf registration expires on May 18, 2023. At-The-Market On November 10, 2020, we entered into an At-The-Market 60.0 million of our common stock pursuant to the shelf registration statement. As of March 3 60.0 million remaining available under the 2020 ATM Sales Agreement. Warrants As of March 31, 2023, we have 802,949 shares of our common stock related to a private placement equity financing that we closed in May 2018. The warrants are fully vested, exercisable at a price of $ 50.80 per share and expire in May 2023. Pursuant to the terms of the warrants, we could be required to settle the warrants in cash in the event of an acquisition of us Consolidated March 3 1.6 million, respectively. The change in fair value of zero and $ 1.6 million was recorded on the Condensed Consolidated Statement of Operations for the three and nine months ended March 31, 2023. As of March 31, 2023, we also have outstanding warrants to purchase 102,513 shares of our common stock issued to Torreya Partners. The warrants are fully vested, exercisable at a price of $6.80 per share and expire in October 2027. | Note 8. Stockholders’ Equity Equity Transactions Underwritten Registered Offering During the year ended June 30, 2022, we completed an underwritten registered offering of 1,006,250 shares of common stock at a price per share of $52.00 for net cash proceeds of $48.7 million, after offering costs of $3.7 million. During the year ended June 30, 2020, we completed an underwritten registered offering of 1,617,188 shares of common stock at a price per share of $32.00 for net cash proceeds of $48.5 million, after offering costs of $3.3 million. Shelf Registration Statement We have a shelf registration statement that permits us to sell, from time to time, up to $200.0 million of common stock, preferred stock and warrants. The shelf registration was filed and declared effective in May 2020, replacing our prior shelf registration statement that was filed and declared effective in May 2017, and carrying forward approximately $107.5 million of unsold securities registered under the prior shelf registration statement. As of June 30, 2022, there was $123.4 million aggregate value of securities available under the shelf registration statement. At-The-Market On November 10, 2020, we entered into an At-The-Market Equity an At-The-Market Equity Warrants As of June 30, 2022, we have outstanding warrants to purchase 802,949 shares of our common stock. The warrants are fully vested, exercisable at a price of $50.80 per share and expire in May 2023. 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 Sheets. The warrants were revalued as of June 30, 2022, 2021 and 2020 at $1.6 million, $22.4 million and $40.5 million, respectively. The changes in fair value were recorded on our Statements of Operations for the years ended June 30, 2022, 2021 and 2020. During the year ended June 30, 2021, a warrant holder completed a cashless exercise of 131 warrants for 48 shares of common stock. No warrants were exercised during the years ended June 30, 2022 and 2020. Description of Capital Stock Our total authorized share capital is 226,100,000 shares consisting of 226,000,000 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 ratably 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 a 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 of directors, 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, 2022 or 2021. |
Share-based Compensation
Share-based Compensation | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | |
Share-Based Compensation | Note 10. 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 (“Omnibus Plan”), as amended and restated from time-to-time, 1,450,740 shares of common stock are authorized for issuance. The Omnibus Plan provides for the grant of options and/or other stock-based or stock-denominated awards to our non-employee additional shares available for future grant under the Omnibus Plan. As of March 31, 2023, there were shares available for future grant under the Omnibus Plan. In May 2021, we adopted the 2021 Inducement Plan (“Inducement Plan”), under which shares of common stock are authorized for issuance. The Inducement Plan is intended to assist us in attracting and retaining selected individuals to serve as employees who are expected to contribute to our success, by providing an inducement for such individuals to enter into employment with us, and to achieve long-term objectives that will benefit our stockholders. As of March 31, 2023, there were 25,185 shares available for future grant under the Inducement Plan. Total share-based compensation expense for all stock awards consisted of the following for the periods presented (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Research and development $ 374 $ 1,118 $ 1,224 $ 2,398 General and administrative 544 1,719 2,066 5,302 Total share-based compensation expense $ 918 $ 2,837 $ 3,290 $ 7,700 Stock Options Stock options granted to employees vest 25 % one year from the date of grant and ratably each month thereafter for a period of 36 months and expire ten years from the date of grant. Stock options granted to directors vest ratably each month for a period of 12 months from the date of grant and expire ten years from the date of grant. Of the total options outstanding of 1,252,931 as of March 31, 2023 , were granted under the Omnibus Plan and were granted under the Inducement Plan. A summary of our stock option activity and related data follows: Number of Weighted- Weighted Aggregate Outstanding at June 30, 2022 996,700 $ 57.00 Granted 462,201 10.66 Expired (7,834 ) 52.62 Forfeited/Cancelled (198,136 ) 40.37 Outstanding at March 31, 2023 1,252,931 42.56 7.5 $ — Vested and exercisable at March 31, 2023 664,330 56.70 6.2 $ — As of March 31, 2023, the aggregate intrinsic value of outstanding options was calculated as the difference between the exercise price of the underlying options and the closing price of our common stock of 4.58 on that date. Unrecognized compensation expense related to non-vested 3.9 million as of March 31, 2023. Such compensation expense is expected to be recognized over a weighted average period of 1.5 years. As of March 31, 2023, we expect all options to vest. We use the 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 for the periods presented: Nine Months Ended 2023 2022 Risk-free interest rate 2.9 % 1.2 % Expected life (years) 6.0 6.0 Expected volatility 84.1 % 68.8 % Dividend yield 0.0 % 0.0 % Weighted average grant date fair value $ 7.71 $ 33.00 Restricted Stock Units A summary of our RSU activity and related data for the nine months ended March 31, 2023 was as follows: Number of Weighted Average Non-vested 9,220 $ 69.80 Vested (9,220 ) $ 69.80 Non-vested — $ — | Note 9. 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 (the “Omnibus Plan”), as amended and restated from time to time, under which 1,450,740 shares of common stock are authorized for issuance. The Omnibus Plan provides for the grant of options and/or other stock-based or stock-denominated awards to our non-employee In May 2021, we adopted the 2021 Inducement Plan (“Inducement Plan”), under which 125,000 shares of common stock are authorized for issuance. The Inducement Plan is intended to assist us in attracting and retaining selected individuals to serve as employees who are expected to contribute to our success, by providing an inducement for such individuals to enter into employment with us, and to achieve long-term objectives that will benefit stockholders of the Company. As of June 30, 2022, there were 7,150 shares available for future grant under the Inducement Plan. Total share-based compensation expense for all stock awards consists of the following, in thousands: Years Ended June 30, 2022 2021 2020 Research and development $ 2,610 $ 4,144 $ 2,777 General and administrative 5,740 6,101 4,024 Total share-based compensation $ 8,350 $ 10,245 $ 6,801 Stock Options Stock options granted to employees vest 25% one year from the date of grant and ratably each month thereafter for a period of 36 months and expire ten years from the date of grant. Stock options granted to directors vest ratably each month for a period of 12 months from the date of grant and expire ten years from the date of grant. As of June 30, 2022, there were a total of 996,700 options outstanding. Of the total outstanding options, 878,850 were granted under the Omnibus Plan and 117,850 were granted under the Inducement Plan. A summary of our stock option activity and related data follows: Number of Weighted-Average Weighted-Average Aggregate Outstanding at June 30, 2021 833,427 $ 60.20 Granted 356,237 $ 51.40 Exercised (17,428 ) $ 32.80 Forfeited (175,536 ) $ 63.00 Outstanding at June 30, 2022 996,700 $ 57.00 7.4 $ 50,600 Vested and exercisable at June 30, 2022 542,232 $ 59.00 6.2 $ — As of June 30, 2022, 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 $12.20 on that date. The total fair value of options that vested during the years ended June 30, 2022, 2021 and 2020 was $9.0 million, $6.4 million and $5.4 million, respectively. 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, 2022 2021 2020 Risk-free interest rate 1.3 % 0.5 % 1.7 % Expected life (years) 6.0 6.0 6.0 Expected volatility 69.6 % 80.1 % 74.1 % Dividend yield 0.0 % 0.0 % 0.0 % Weighted-average grant date fair value $ 31.40 $ 46.00 $ 32.80 Restricted Stock Units A summary of our RSU activity and related data follows: Number of Weighted-Average Non-vested 20,033 $ 69.80 Vested (6,500 ) $ 69.80 Forfeited (4,313 ) $ 69.80 Non-vested 9,220 $ 69.80 Each RSU represents the contingent right to receive one share of our common stock. Under the terms of the Omnibus Plan, each of the RSUs is calculated as 1.25 shares of common stock for purposes of determining the number of shares available for future grant. As of June 30, 2022, unrecognized compensation expense related to the unvested portion of our RSUs was de minimis. | ||
Infinity Pharmaceuticals Inc [Member] | ||||
Share-Based Compensation | 5. Stock-Based Compensation Total stock-based compensation expense related to all equity awards for the three months ended March 31, 2023 and 2022 was composed of the following: Three Months 2023 2022 (in thousands) Research and development $ 403 $ 275 General and administrative 1,371 592 Total stock-based compensation expense $ 1,774 $ 867 As of March 31, 2023, we had approximately $6.0 million of total unrecognized compensation cost related to unvested common stock options, restricted stock units and awards under our 2013 Employee Stock Purchase Plan, which is expected to be recognized over a weighted-average period of 1.9 years. During the three months ended March 31, 2023, our board of directors approved a strategic restructuring of the Company. As a result of the restructuring activities, the vesting conditions for several outstanding equity awards were accelerated, which resulted in additional stock-based compensation expense being recognized during the period. For the three months ended March 31, 2023, the stock-based compensation expense above includes $0.8 million of expense directly related to the restructuring activities. See Note 13 for further discussion of the strategic restructuring. Stock Options No options were granted during the three months ended March 31, 2023. During the three months ended March 31, 2022, we granted options to purchase 2,082,324 shares of our common stock at a weighted average fair value of $1.26 per share and a weighted average exercise price of $1.54 per share. For the three months ended March 31, 2023 and 2022, the fair values were estimated using the Black-Scholes valuation model using the following weighted-average assumptions: Three Months Ended 2023 2022 Risk-free interest rate — 1.6% Expected annual dividend yield — — Expected stock price volatility — 106.2% Expected term of options — 6.0 years Restricted Stock Units From time to time, we grant restricted stock units (“RSUs”) to employees. RSUs awarded to employees contain a mix of service and performance conditions. Stock-based compensation expense related to RSUs with service conditions is recognized on a straight-line basis over the requisite service period of the award, which is generally equal to the vesting period of the award. Stock-based compensation expense related to RSUs with performance conditions is recognized when it is deemed probable that the performance condition will be met. The fair value of RSUs awarded is estimated to be equal to the closing price of our common stock on the date of grant. No RSUs were granted during the three months ended March 31, 2023 and 2022. During the three months ended March 31, 2023, we recognized $0.5 million in stock-based compensation expense related to RSUs with performance conditions. During the three months ended March 31, 2022, we did not recognize any stock-based compensation expense related to RSUs with performance conditions. | 3. Stock-Based Compensation Under each of the stock incentive plans described below, stock option awards made to new employees upon commencement of employment typically provide for vesting of 25% of the shares underlying the award at the end of the first year of service with the remaining 75% of the shares underlying the award vesting ratably on a monthly basis over the following three-year period subject to continued service. Annual grants to existing employees typically provide for ratable vesting over specified periods determined by the board of directors. In addition, under each plan, all options granted expire no later than ten years after the date of grant. 2019 Equity Incentive Plan Our 2019 Equity Incentive Plan, or the 2019 Plan, was approved by our stockholders in June 2019. The 2019 Plan provides for the grant of incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended, or IRC, as well as nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based and cash-based awards. Up to 12,531,009 shares of our common stock may be issued pursuant to awards granted under the 2019 Plan, plus an additional amount of our common stock underlying awards issued under the 2010 Stock Incentive Plan, or the 2010 Plan, that expire or are canceled without the holders receiving any shares under those awards. As of December 31, 2022, an aggregate of 7,744,676 shares of our common stock were reserved for issuance upon the vesting or exercise of outstanding awards, and up to 2,564,077 shares of common stock may be issued pursuant to awards granted under the 2019 Plan. 2010 Stock Incentive Plan The 2010 Plan provided for the grant of incentive stock options under the IRC, as well as nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based and cash-based awards. As of December 31, 2022, an aggregate of 6,309,021 shares of our common stock were reserved for issuance upon the exercise of outstanding awards granted under the 2010 Plan. The 2010 Plan was terminated upon approval of the 2019 Plan; therefore, no further grants may be made under the 2010 Plan. 2013 Employee Stock Purchase Plan Our ESPP permits eligible employees to purchase shares of our common stock at a discount and consists of consecutive, overlapping 24-month six-month Compensation Expense Total stock-based compensation expense related to all equity awards was comprised of the following: Year Ended December 31, 2022 2021 Research and development $ 1,291 $ 830 General and administrative 2,330 1,865 Total stock-based compensation expense $ 3,621 $ 2,695 As of December 31, 2022, we had approximately $8.1 million of total unrecognized compensation cost related to unvested common stock options, restricted stock units and awards under our ESPP, which are expected to be recognized over a weighted-average period of two years. Stock Options We estimate the fair value of stock options at the date of grant using the Black-Scholes valuation model with the following weighted-average assumptions: Risk-free interest rate 2.1 % 0.9 % Expected annual dividend yield — — Expected stock price volatility 105.0 % 106.3 % Expected term of options 5.9 years 5.9 The valuation assumptions were determined as follows: • Risk-free interest rate: zero-coupon • Expected annual dividend yield: • Expected stock price volatility: • Expected term of options: A summary of our stock option activity for the year ended December 31, 2022 is as follows: Stock Options Weighted- Weighted- Aggregate Outstanding at January 1, 2022 12,689,439 $ 3.53 Granted 2,886,324 1.36 Exercised (17,708 ) 0.83 Forfeited (238,129 ) 1.46 Expired (656,229 ) 8.30 Outstanding at December 31, 2022 14,663,697 $ 2.93 6.3 $ — Exercisable at December 31, 2022 10,903,188 $ 3.33 5.6 $ — The weighted-average fair value per share of options granted during the years ended December 31, 2022 and 2021 was $1.10 and $2.69, respectively. The aggregate intrinsic value of options outstanding at December 31, 2022 was calculated based on the positive difference, if any, between the closing fair market value of our common stock on December 31, 2022 and the exercise price of the underlying options. The aggregate intrinsic value of options exercised during the year ended December 31, 2022 was nominal. The aggregate intrinsic value of options exercised during the year ended December 31, 2021 was $0.8 million. No related income tax benefits were recorded during the years ended December 31, 2022 or 2021. We settle employee stock option exercises with newly issued shares of our common stock. Restricted Stock Units A summary of our RSU activity for the year ended December 31, 2022 is as follows: Weighted-Average Outstanding, non-vested 50,000 $ 2.93 Granted 2,950,483 1.08 Vested (50,000 ) 2.93 Forfeited (10,667 ) 1.08 Outstanding, non-vested 2,939,816 $ 1.08 The total fair value of RSUs vested during the year ended December 31, 2022 was nominal. No RSUs vested during the year ended December 31, 2021. |
Income Taxes
Income Taxes | 12 Months Ended | |
Dec. 31, 2022 | Jun. 30, 2022 | |
Income Taxes | Note 13. Income Taxes Pre-tax Years Ended June 30, 2022 2021 2020 Domestic $ (54,454 ) $ (41,306 ) $ (47,172 ) Foreign — — — Pre-tax $ (54,454 ) $ (41,306 ) $ (47,172 ) 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, 2022 2021 2020 $ % $ % $ % Tax benefit at U.S. statutory rates $ 11,435 21 % $ 8,674 21 % $ 9,906 21 % State tax 191 0 % (99 ) 0 % 9 0 % Warrant liability costs 4,358 8 % 3,806 9 % (4,803 ) (10 )% Equity compensation (71 ) 0 % (6 ) 0 % (2 ) 0 % Increase in valuation allowance (15,473 ) (28 )% (10,536 ) (26 )% (4,473 ) (10 )% Other (440 ) (1 )% (1,847 ) (4 )% (638 ) (1 )% $ 0 0 % $ (8 ) 0 % $ (1 ) 0 % Deferred tax liabilities and assets are comprised of the following (in thousands): June 30, 2022 2021 Deferred tax assets (liabilities): Deferred revenue $ 20,362 $ 16,637 Fixed and intangible assets 13,283 15,924 Share-based payments 4,869 4,182 Tax losses carried forward 29,581 16,104 Compensation accruals 927 727 Consultant and other accruals 25 22 Right-of-use (1,932 ) (1,633 ) Lease liabilities 2,057 1,742 Charitable contributions 7 1 Total deferred tax assets (liabilities) 69,179 53,706 Valuation allowance for deferred tax assets (69,179 ) (53,706 ) 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, 2022 and 2021. 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 $133.9 million and $23.8 million as of June 30, 2022. The federal net operating loss will carry forward indefinitely subject to an 80% taxable income limitation. The state net operating loss carryforwards will begin to expire in 2030 unless previously utilized. Our ability to utilize our net operating loss 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 2019 and 2018, respectively. If we utilize a net operating loss related to a closed tax year, the tax year in which the loss was incurred is subject to adjustment up to the amount of the net operating loss. We have not reduced any tax benefit on our financial statements due to uncertain tax positions as of June 30, 2022 and we are not aware of any circumstance that would significantly change this result through the end of fiscal year 2022. To the extent we incur income-tax | |
Infinity Pharmaceuticals Inc [Member] | ||
Income Taxes | 12. Income Taxes We did not have any income tax expense for the years ended December 31, 2022 or 2021. Our income tax expense for the years ended December 31, 2022 and 2021 differed from the expected U.S. federal statutory income tax expense as set forth below: Years Ended December 31, 2022 2021 (in thousands) Expected federal tax benefit $ (9,317 ) $ (9,505 ) Permanent differences 215 191 State taxes, net of the deferred federal benefit (1,986 ) (3,024 ) Tax credit carryforwards (1,533 ) (1,416 ) Adjustments to deferred tax assets and deferred tax liabilities 560 226 Other 15 (93 ) Change in valuation allowance 12,046 13,621 Income tax expense (benefit) $ — $ — The significant components of our deferred tax assets and liabilities are as follows: Years Ended December 31, 2022 2021 (in thousands) Deferred tax assets (liabilities): Net operating loss carryforwards $ 170,880 $ 164,969 Tax credit carryforwards 45,270 44,302 Intangible assets 13,212 15,151 Capitalized research and development costs 8,104 — Accrued expenses 655 1,255 Stock-based compensation 5,183 5,109 Sale of future royalties 13,212 13,557 Other (105 ) 22 Valuation allowance (256,411 ) (244,365 ) Net deferred tax assets (liabilities) $ — $ — We have recorded a valuation allowance against our deferred tax assets in each of the years ended December 31, 2022, and 2021 because we believe that it is more likely than not that these assets will not be realized. The valuation allowance increased by approximately $12.0 million during the year ended December 31, 2022 primarily due to new federal tax regulations effective for the year ended December 31, 2022 requiring that research and development costs be capitalized and amortized over future periods compared to previous tax regulations which allowed for such expenses to be fully deductible in the year incurred. The increase in the valuation allowance is also largely attributable to the increase in our unbenefited net operating loss for the current period. The valuation allowance increased by approximately $13.6 million during the year ended December 31, 2021 primarily as a result of the increase in our unbenefited net operating loss for the period. Subject to the limitations described below, at December 31, 2022, we have cumulative net operating loss carryforwards of approximately $653.2 million and $533.3 million available to reduce federal and state taxable income, respectively. For federal purposes, the net operating loss carryforwards have begun to expire and will continue to expire through 2037 for losses incurred before January 1, 2018. Federal losses generated after December 31, 2017 do not expire. As of December 31, 2022, we have approximately $128.5 million of federal losses that do not expire. The state net operating loss carryforwards begin to expire in 2031 and continue to expire through 2041. In addition, we have cumulative federal and state tax credit carryforwards of $37.7 million and $9.6 million, respectively, available to reduce federal and state income taxes which expire through 2041 and 2036, respectively. Our net operating loss carryforwards and tax credit carryforwards are limited as a result of certain ownership changes, as defined under Sections 382 and 383 of the Internal Revenue Code. This limits the annual amount of these tax attributes that can be utilized to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on our value immediately prior to an ownership change. Subsequent ownership changes may affect the limitation in future years. The net operating losses and tax credit carryforwards that have and will expire unused in the future as a result of Section 382 and 383 limitations have been excluded from the amounts disclosed above. The latest Section 382 study was performed through December 31, 2021. Ownership changes after that date could further reduce the Company’s ability to utilize the net operating loss and other attribute carryforwards. At December 31, 2022 and 2021, we had no unrecognized tax benefits. As of December 31, 2022 and 2021, we had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in our consolidated statements of operations and comprehensive loss. We will recognize interest and penalties related to uncertain tax positions in income tax expense. For all years through December 31, 2022, we generated research credits but have not conducted a study to document the qual We file U.S. federal and Massachusetts state income tax returns. The statute of limitations for assessment by the Internal Revenue Service, or IRS, and state tax authorities is closed for tax years prior to 2019, although carryforward attributes that were generated prior to tax year 2019 may still be adjusted upon examination by the IRS or state tax authorities if they either have been or will be used in a future period. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Infinity Pharmaceuticals Inc [Member] | ||
Prepaid Expenses and Other Current Assets | 8. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: March 31, December 31, (in thousands) Prepaid expenses $ 2,036 $ 1,429 Other current assets 590 560 Total prepaid expenses and other current assets $ 2,626 $ 1,989 | 6. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: Prepaid expenses $ 1,429 $ 1,143 Other current assets 560 399 Total prepaid expenses and other current assets $ 1,989 $ 1,542 |
Property and Equipment
Property and Equipment | 12 Months Ended | |
Dec. 31, 2022 | Jun. 30, 2022 | |
Property and Equipment | Note 6. Property and Equipment Property and equipment consisted of the following, in thousands: June 30, 2022 2021 Furniture and equipment $ 1,254 $ 896 Leasehold improvements 1,054 941 2,308 1,837 Less: accumulated depreciation (648 ) (330 ) Property and equipment, net $ 1,660 $ 1,507 Depreciation expense of property and equipment for the years ended June 30, 2022, 2021 and 2020 was approximately $326,000, $285,000 and $75,000, respectively. | |
Infinity Pharmaceuticals Inc [Member] | ||
Property and Equipment | 7. Property and Equipment Property and equipment consist of the following: December 31, 2022 2021 (in thousands) Computer equipment and software $ 1,921 $ 1,904 Furniture and fixtures 446 446 Leasehold improvements 1,743 1,743 4,110 4,093 Less accumulated depreciation (3,310 ) (2,852 ) $ 800 $ 1,241 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Jun. 30, 2022 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Liabilities | Note 7. Accrued Liabilities Accrued liabilities consisted of the following, in thousands: June 30, 2022 2021 Accrued pre-clinical $ 5,264 $ 4,004 Accrued compensation and benefits 4,346 3,513 Accrued legal and professional services expenses 1,036 813 Other 174 72 Total accrued liabilities $ 10,820 $ 8,402 |
Segment Information
Segment Information | 12 Months Ended |
Jun. 30, 2022 | |
Segment Information | Note 12. Segment Information We have one operating segment which is the development of pharmaceutical compounds. Al |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | |
Accrued Expenses and Other Current Liabilities | Note 7. Accrued Liabilities Accrued liabilities consisted of the following, in thousands: June 30, 2022 2021 Accrued pre-clinical $ 5,264 $ 4,004 Accrued compensation and benefits 4,346 3,513 Accrued legal and professional services expenses 1,036 813 Other 174 72 Total accrued liabilities $ 10,820 $ 8,402 | ||
Infinity Pharmaceuticals Inc [Member] | |||
Accrued Expenses and Other Current Liabilities | 9. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: March 31, December 31, (in thousands) Accrued clinical $ 3,881 $ 4,290 Accrued compensation and benefits 1,204 605 Accrued restructuring costs 841 — Accrued development 407 335 Accrued consulting 321 742 Accrued professional services 288 785 Liability related to sale of future royalties, net, current portion 1,307 1,218 Operating lease liability, current portion 613 593 Other 492 655 Total accrued expenses and other current liabilities $ 9,354 $ 9,223 | 8. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: December 31, 2022 2021 (in thousands) Accrued clinical $ 4,290 $ 4,998 Accrued professional services 785 88 Accrued consulting 742 475 Accrued compensation and benefits 605 2,835 Accrued development 335 755 Liability related to sale of future royalties, net, current portion 1,218 897 Operating lease liability, current portion 593 519 Other 655 413 Total accrued expenses $ 9,223 $ 10,980 |
Cash, Cash Equivalents and Avai
Cash, Cash Equivalents and Available-for-Sale Securities | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Cash, Cash Equivalents and Available-for-Sale Securities | 6. Cash, Cash Equivalents and Available-for-Sale Securities As of March 31, 2023 and December 31, 2022, we had cash and cash equivalents of $25.7 million and $38.3 million, respectively. We have not incurred any unrealized gains or losses on our cash and cash equivalents balances as of March 31, 2023 and December 31, 2022. During the three months ended March 31, 2022, we held debt securities classified as available-for-sale securities. We had no material realized gains or losses on our available-for-sale securities for the three months ended March 31, 2022. We held no such securities during the three months ended March 31, 2023. | |
Infinity Pharmaceuticals Inc [Member] | ||
Cash, Cash Equivalents and Available-for-Sale Securities | 4. Cash, Cash Equivalents and Available-for-Sale As of December 31, 2022 and 2021, we had cash and cash equivalents of $38.3 million and $80.7 million, respectively. We have not incurred any unrealized gains or losses on our cash and cash equivalents balances as of December 31, 2022 and 2021. During the years ended December 31, 2022 and 2021, we held debt securities classified as available-for-sale available-for-sale |
Liabilities Related to Sale of
Liabilities Related to Sale of Future Royalties | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Infinity Pharmaceuticals Inc [Member] | ||
Liabilities Related to Sale of Future Royalties | 10. Liabilities Related to Sale of Future Royalties HCR Agreement In 2016, we and Verastem Inc., or Verastem, entered into an amended and restated license agreement, or the Verastem Agreement, under which we granted to Verastem an exclusive worldwide license in oncology indications for the research, development, commercialization, and manufacture of duvelisib, or Copiktra ® , an oral, dual inhibitor of PI3K delta and gamma, and products containing duvelisib, which we refer to as Licensed Products. In September 2020, Verastem completed a disposition of its rights, title, and interest in and to duvelisib to Secura Bio, Inc., or Secura Bio, whereby Secura Bio assumed all liabilities and obligations under the Verastem Agreement. We now refer to the Verastem Agreement as the Secura Bio Agreement. Secura Bio is obligated to pay us royalties on worldwide net sales of Licensed Products ranging from the mid-single digits to the high-single digits, a portion of which we are obligated to share with Takeda Pharmaceuticals Company Limited, or Takeda, as described in Note 12. In March 2019, we entered into a royalty purchase agreement, or the HCR Agreement, with HealthCare Royalty Partners III, L.P., or HCR, providing for the acquisition by HCR of our interest in certain royalty payments based on worldwide annual net sales of Licensed Products under the Secura Bio Agreement for gross proceeds of $30.0 million, which is non-refundable. After sharing with Takeda in accordance with the Takeda Agreement, as defined in Note 12, we retained $22.5 million in gross proceeds, or approximately $20.9 million in net proceeds. Under the HCR Agreement, HCR obtained the right to receive the royalty payments up to agreed upon thresholds of royalties, the amount of which depends on when the aggregate royalties received by HCR reach specified thresholds. If the specified threshold has been met through royalty payments from Secura Bio or if we elect to make a payment to meet the threshold amount, the HCR Agreement will automatically terminate and all rights to the royalty stream under the HCR Agreement will revert back to us. If the specified threshold has not been achieved by June 30, 2025, the HCR Agreement will continue through the term of the Secura Bio Agreement. We recognized the receipt of the $30.0 million payment from HCR as a liability, net of debt discount and issuance costs of approximately $2.4 million. As the basis for our determination, we considered, in accordance with the relevant accounting guidance, the potential for the royalty stream to revert back to us if specified royalty thresholds have been met and our right to terminate the HCR Agreement by making a payment to achieve the threshold. We are not obligated to repay any of the proceeds received under the HCR Agreement. In order to determine the amortization of the liability, we are required to estimate the total amount of future net royalty payments to be made to HCR over the term of the HCR Agreement. The total threshold of net royalties to be paid, less the net proceeds received, will be recorded as interest expense over the life of the liability. We impute interest on the unamortized portion of the liability using the effective interest method. Interest and debt discount amortization expense is reflected as non-cash interest expense in the condensed consolidated statements of operations and comprehensive loss. Over the course of the HCR Agreement, the actual interest rate will be affected by the amount and timing of royalty revenue recognized and changes in forecasted royalty revenue. On a quarterly basis, we reassess the effective interest rate and adjust the rate prospectively as needed. The following table shows the activity within the liability account for the three months ended March 31, 2023: March 31, 2023 (in thousands) Liability related to sale of future royalties, net - beginning balance $ 26,818 Non-cash royalty revenue (387 ) Non-cash interest expense recognized 38 Liability related to sale of future royalties, net - ending balance 26,469 Less: current portion (1,307 ) Liability related to sale of future royalties, net, less current portion $ 25,162 As royalties are due to HCR by Secura Bio, the balance of the recognized liability will be effectively repaid over the life of the HCR Agreement. There are a number of factors that could materially affect the amount and timing of royalty payments from Secura Bio, none of which are within our control. BVF Agreement On January 8, 2020, or the BVF Closing Date, we entered into a funding agreement, or the BVF Funding Agreement, with BVF Partners, L.P., or BVF, and Royalty Security, LLC, a wholly-owned subsidiary of BVF, or the Buyer. BVF was subsequently replaced as a party to the BVF Funding Agreement with Royalty Security Holdings, LLC. The BVF Funding Agreement provides for the acquisition by the Buyer of our interest in all royalty payments based on worldwide annual net sales of a clinical-stage product candidate IPI-926, or patidegib, part of the hedgehog inhibitor program we licensed to PellePharm Inc., or PellePharm, in 2013, or the BVF Licensed Product, excluding relevant Trailing Mundipharma Royalties, as defined in Note 12, which is related to patidegib. We refer to all BVF Licensed Product royalties owed to us less Trailing Mundipharma Royalties as the Royalty or Royalties. In January 2023, PellePharm announced that Sol-Gel Technologies, Ltd., or Sol-Gel, acquired all rights and obligations under the license agreement. We now refer to the license agreement with PellePharm as the Sol-Gel Agreement. Such Royalties are owed to us pursuant to the Sol-Gel Agreement, as further described in Note 12. Pursuant to the BVF Funding Agreement, we received a non-refundable payment of $20.0 million, or the Upfront Purchase Price, less certain transaction expenses. We transferred to the Buyer (i) the Royalty, (ii) the Sol-Gel Agreement (subject to our rights to milestone payments and rights to equity in Sol-Gel under the Sol-Gel Agreement), and (iii) certain patent rights established in the BVF Funding Agreement, with (i), (ii), and (iii) together referred to as Transferred Assets. We preserved our rights under the Sol-Gel Agreement to receive potential regulatory, commercial, and success-based milestone payments. We had the option to terminate the BVF Funding Agreement by purchasing 100% of the outstanding equity interests of the Buyer under specified terms for a specified amount under the BVF Funding Agreement through January 8, 2023. In addition, the BVF Funding Agreement may be terminated by mutual written agreement between us and the Buyer. We recognized the proceeds received under the BVF Funding Agreement as a liability that will be amortized using the effective interest method over the life of the arrangement. We recorded the receipt of the $20.0 million Upfront Purchase Price as a liability, net of debt issuance costs of approximately $0.4 million and warrant liability of $0.3 million. We are not obligated to repay any of the proceeds received under the BVF Funding Agreement. In order to determine the amortization of the liability, we are required to estimate the total amount of potential future net royalty payments to be made by Sol-Gel to the Buyer over the term of the BVF Funding Agreement. The total estimated net royalties to be paid, less the net proceeds received, will be recorded as interest expense over the life of the liability. Interest and debt discount amortization expense is reflected as non-cash interest expense for the three months ended March 31, 2023 and 2022 in our condensed consolidated statements of operations and comprehensive loss. Over the course of the BVF Funding Agreement, the actual interest rate will be affected by the amount and timing of royalty revenue recognized, if any, and changes in forecasted royalty revenue. There are a number of factors that could materially affect the amount and timing of royalty payments from Sol-Gel, none of which are within our control. On a quarterly basis, we will reassess the effective interest rate and adjust the rate prospectively as needed. The following table shows the activity within the liability account for the three months ended March 31, 2023: March 31, 2023 (in thousands) Liability related to sale of future royalties, net - beginning balance $ 21,613 Non-cash interest expense recognized 7 Liability related to sale of future royalties, net - ending balance $ 21,620 For so long as we have not exercised an option to repurchase the Buyer’s equity interest under the BVF Funding Agreement, (a) if, during the 36-month period following the BVF Closing Date, we issue a specified number of shares of our common stock, which we refer to as the Warrant Threshold, and (b) any shares in excess of the Warrant Threshold are issued for consideration to us of less than $3.75 per share (as adjusted for any stock splits, reverse stock splits or other similar recapitalization events), or the Threshold Price, then we were obligated to issue to BVF warrants to purchase a number of shares of our common stock. Such warrants would equal 50% of the number of qualifying shares at an exercise price equal to 1.5 times the price per share of such qualifying shares issued. The requirement to issue warrants to BVF did not apply to certain issuances of our common stock. Our obligation to issue warrants to BVF under these terms expired on January 8, 2023 without any warrants being issued to BVF. We determined that the commitment to issue warrants represented a freestanding financial instrument and accounted for it as a liability as of the BVF Closing Date. The fair value of the warrant liability was estimated using the Monte Carlo simulation model. We have re-measured the warrant liability at each reporting date. Changes in fair value of the warrant liability, including the gain recognized on the expiration of the warrant liability are included in investment and other income in our condensed consolidated statements of operations and comprehensive loss. See Note 7 for further discussions of the fair value of the warrants. | 9. Liabilities Related to Sale of Future Royalties HCR Agreement In 2016, we and Verastem Inc., or Verastem, entered into an amended and restated license agreement, or the Verastem Agreement, under which we granted to Verastem an exclusive worldwide license in oncology indications for the research, development, commercialization, and manufacture of duvelisib, or Copiktra ® Secura Bio is obligated to pay us royalties on worldwide net sales of Licensed Products ranging from the mid-single In March 2019, we entered into a royalty purchase agreement, or the HCR Agreement, with HealthCare Royalty Partners III, L.P., or HCR, providing for the acquisition by HCR of our interest in certain royalty payments based on worldwide annual net sales of Licensed Products under the Secura Bio Agreement for gross proceeds of $30.0 million, which is non-refundable. We recognized the receipt of the $30.0 million payment from HCR as a liability, net of debt discount and issuance costs of approximately $2.4 million. As the basis for our determination, we considered, in accordance with the relevant accounting guidance, the potential for the royalty stream to revert back to us if specified royalty thresholds have been met and our right to terminate the HCR Agreement by making a payment to achieve the threshold. We are not obligated to repay any of the proceeds received under the HCR Agreement. In order to determine the amortization of the liability, we are required to estimate the total amount of future net royalty payments to be made to HCR over the term of the HCR Agreement. The total threshold of net royalties to be paid, less the net proceeds received, will be recorded as interest expense over the life of the liability. We impute interest on the unamortized portion of the liability using the effective interest method. Interest and debt discount amortization expense is reflected as non-cash The following table shows the activity within the liability account for the years ended December 31, 2022 and 2021: December 31, 2022 2021 (in thousands) Liability related to sale of future royalties - beginning balance $ 28,038 $ 28,869 Non-cash (1,373 ) (984 ) Non-cash 153 153 Liability related to sale of future royalties, net - ending balance $ 26,818 $ 28,038 Less: current portion (1,218 ) (897 ) Liability related to sale of future royalties, net, less current portion $ 25,600 $ 27,141 As royalties are due to HCR by Secura Bio, the balance of the recognized liability will be effectively repaid over the life of the HCR Agreement. There are a number of factors that could materially affect the amount and timing of royalty payments from Secura Bio, none of which are within our control. BVF Agreement On January 8, 2020, or the BVF Closing Date, we entered into a funding agreement, or the BVF Funding Agreement, with BVF Partners, L.P., or BVF, and Royalty Security, LLC, a wholly-owned subsidiary of BVF, or the Buyer. BVF was subsequently replaced as a party to the BVF Funding Agreement with Royalty Security Holdings, LLC. The BVF Funding Agreement provides for the acquisition by the Buyer of our interest in all royalty payments based on worldwide annual net sales of a clinical-stage product candidate IPI-926, Sol-Gel Sol-Gel, Sol-Gel Sol-Gel Pursuant to the BVF Funding Agreement, we received a non-refundable Sol-Gel Sol-Gel Sol-Gel Sol-Gel terms for a specified amount under the BVF Funding Agreement through January 8, 2023. In addition, the BVF Funding Agreement may be terminated by mutual written agreement between us and the Buyer. We recognized the proceeds received under the BVF Funding Agreement as a liability that will be amortized using the effective interest method over the life of the arrangement. We recorded the receipt of the $20.0 million Upfront Purchase Price as a liability, net of debt issuance costs of approximately $0.4 million and warrant liability of $0.3 million. We are not obligated to repay any of the proceeds received under the BVF Funding Agreement. In order to determine the amortization of the liability, we are required to estimate the total amount of potential future net royalty payments to be made by Sol-Gel non-cash Sol-Gel, The following table shows the activity within the liability account for the years ended December 31, 2022 and 2021: December 31, 2022 2021 (in thousands) Liability related to sale of future royalties - beginning balance $ 21,586 $ 21,559 Non-cash 27 27 Liability related to sale of future royalties, net - ending balance $ 21,613 $ 21,586 For so long as we have not exercised an option to repurchase the Buyer’s equity interest under the BVF Funding Agreement, (a) if, during the 36-month period We determined that the commitment to issue warrants represents a freestanding financial instrument and accounted for it as a liability as of the BVF Closing Date. The fair value of the warrant liability was estimated using the Monte Carlo simulation model. The fair value of the warrant liability as of December 31, 2022 has been included in accrued expenses and other current liabilities on our consolidated balance sheet. The fair value of the warrant liability as of December 31, 2021 has been included in other liabilities on our consolidated balance sheet. Changes in fair value of the warrant liability are included in investment and other income (expense) in our consolidated statements of operations and comprehensive loss. See Note 5 for further discussions of the fair value of the warrants. |
Stockholders' (Deficit) Equity
Stockholders' (Deficit) Equity | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | |
Stockholders' (Deficit) Equity | Note 9. Stockholders’ Equity Equity Transactions Shelf Registration Statement We have a shelf registration statement that permits us to sell, from time to time, up to $ million of common stock, preferred stock and warrants. The shelf registration was filed and declared effective in May 2020, and carried forward approximately $ million of unsold securities registered under the prior shelf registration statement. As of March 31, 2023, there was $ million aggregate value of securities available under the shelf registration statement, including $ million remaining available under the 2020 ATM Sales Agreement described below. The shelf registration expires on May 18, 2023. At-The-Market On November 10, 2020, we entered into an At-The-Market 60.0 million of our common stock pursuant to the shelf registration statement. As of March 3 60.0 million remaining available under the 2020 ATM Sales Agreement. Warrants As of March 31, 2023, we have 802,949 shares of our common stock related to a private placement equity financing that we closed in May 2018. The warrants are fully vested, exercisable at a price of $ 50.80 per share and expire in May 2023. Pursuant to the terms of the warrants, we could be required to settle the warrants in cash in the event of an acquisition of us Consolidated March 3 1.6 million, respectively. The change in fair value of zero and $ 1.6 million was recorded on the Condensed Consolidated Statement of Operations for the three and nine months ended March 31, 2023. As of March 31, 2023, we also have outstanding warrants to purchase 102,513 shares of our common stock issued to Torreya Partners. The warrants are fully vested, exercisable at a price of $6.80 per share and expire in October 2027. | Note 8. Stockholders’ Equity Equity Transactions Underwritten Registered Offering During the year ended June 30, 2022, we completed an underwritten registered offering of 1,006,250 shares of common stock at a price per share of $52.00 for net cash proceeds of $48.7 million, after offering costs of $3.7 million. During the year ended June 30, 2020, we completed an underwritten registered offering of 1,617,188 shares of common stock at a price per share of $32.00 for net cash proceeds of $48.5 million, after offering costs of $3.3 million. Shelf Registration Statement We have a shelf registration statement that permits us to sell, from time to time, up to $200.0 million of common stock, preferred stock and warrants. The shelf registration was filed and declared effective in May 2020, replacing our prior shelf registration statement that was filed and declared effective in May 2017, and carrying forward approximately $107.5 million of unsold securities registered under the prior shelf registration statement. As of June 30, 2022, there was $123.4 million aggregate value of securities available under the shelf registration statement. At-The-Market On November 10, 2020, we entered into an At-The-Market Equity an At-The-Market Equity Warrants As of June 30, 2022, we have outstanding warrants to purchase 802,949 shares of our common stock. The warrants are fully vested, exercisable at a price of $50.80 per share and expire in May 2023. 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 Sheets. The warrants were revalued as of June 30, 2022, 2021 and 2020 at $1.6 million, $22.4 million and $40.5 million, respectively. The changes in fair value were recorded on our Statements of Operations for the years ended June 30, 2022, 2021 and 2020. During the year ended June 30, 2021, a warrant holder completed a cashless exercise of 131 warrants for 48 shares of common stock. No warrants were exercised during the years ended June 30, 2022 and 2020. Description of Capital Stock Our total authorized share capital is 226,100,000 shares consisting of 226,000,000 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 ratably 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 a 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 of directors, 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, 2022 or 2021. | ||
Infinity Pharmaceuticals Inc [Member] | ||||
Stockholders' (Deficit) Equity | 14. Stockholders’ (Deficit) Equity Common Stock Sales Facility On June 28, 2019, we entered into a Capital on Demand Sales Agreement with JonesTrading Institutional Services LLC, or JonesTrading, and on July 29, 2019 we amended and restated the sales agreement to add B. Riley Securities (f/k/a B. Riley FBR, Inc.), or B. Riley Securities, as a party to the agreement. On July 27, 2021, we entered into an amendment to the agreement to increase the maximum aggregate offering price of the shares of common stock that we may issue and sell from time to time under the agreement by $75.0 million to an aggregate of $95.0 million. We refer to the amended and restated sales agreement, as amended, as the ATM Sales Agreement. During the year ended December 31, 2022, a portion of the aggregate offering price totaling $11.8 million expired without sale. As of March 31, 2023, we had an aggregate of $75.0 million available for future sales. Pursuant to the ATM Sales Agreement we may offer and sell shares of our common stock from time to time through JonesTrading or B. Riley Securities, each acting as our sales agent. We have agreed to pay commissions to the sales agents for their services in acting as agents in the sale of our common stock in the amount of up to 3.0% of the gross proceeds from sales of our common stock pursuant to the ATM Sales Agreement. Sales of shares of our common stock under the ATM Sales Agreement may be made by any method that is deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. With our prior written approval, JonesTrading or B. Riley Securities may also sell the shares by any other method permitted by law, including in negotiated transactions. We and JonesTrading or B. Riley Securities may suspend or terminate the offering of shares upon notice to the other parties and subject to other conditions. During the three months ended March 31, 2023 and 2022, we did not sell any shares under the ATM Sales Agreement. | 13. Stockholders’ (Deficit) Equity Common Stock Sales Facility On June 28, 2019, we entered into a Capital on Demand Sales Agreement with JonesTrading Institutional Services LLC, or JonesTrading, and on July 29, 2019 we amended and restated the sales agreement to add B. Riley Securities (f/k/a B. Riley FBR, Inc.), or B. Riley Securities, as a party to the agreement. On July 27, 2021, we entered into an amendment to the agreement to increase the maximum aggregate offering price of the shares of common stock that we may issue and sell from time to time under the agreement by $75.0 million to an aggregate of $95.0 million. We refer to the amended and restated sales agreement, as amended, as the ATM Sales Agreement. During the year ended December 31, 2022, a portion of the aggregate offering price totaling $11.8 million expired without sale. As of December 31, 2022, we had an aggregate of $75.0 million available for future sales. Pursuant to the ATM Sales Agreement we may offer and sell shares of our common stock from time to time through JonesTrading or B. Riley Securities, each acting as our sales agent. We have agreed to pay commissions to the sales agents for their services in acting as agents in the sale of our common stock in the amount of up to 3.0% of the gross proceeds from sales of our common stock pursuant to the ATM Sales Agreement. Sales of shares of our common stock under the ATM Sales Agreement may be made by any method that is deemed to be an “at-the-market-offering” Agreement. During the year ended December 31, 2021, we issued and sold 89,520 shares of common stock at a weighted average price per share of $3.83 at-the-market Public Offering On February 11, 2021, we entered into a purchase agreement with Piper Sandler & Co., as representative of the underwriters named therein, pursuant to which we issued and sold to the underwriters in an underwritten public offering an aggregate of 24,150,000 shares of our common stock, including 3,150,000 shares of common stock sold in connection with the exercise in full of a 15% over-allotment option by the underwriters. The public offering price was $3.80 per share. The gross proceeds to us from this offering were approximately $91.8 million. After underwriting discounts and commissions and offering expenses, we received net proceeds from the offering of approximately $85.8 million. Warrants On February 24, 2014, we entered into a facility agreement with affiliates of Deerfield Management Company, L.P., or Deerfield. In connection with the execution of the original facility agreement, we issued to Deerfield warrants to purchase an aggregate of 1,000,000 shares of common stock at an exercise price of $13.83 per share. The warrants have dividend rights to the same extent as if the warrants were exercised into shares of common stock. The warrants expire on the seventh anniversary of their issuance and contain certain limitations that prevent the holder from acquiring shares upon exercise of a warrant that would result in the number of shares beneficially owned by the holder exceeding 9.985% of the total number of shares of common stock then issued and outstanding. During the year ended December 31, 2021, the warrants expired without being exercised. |
Strategic Agreements
Strategic Agreements | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Strategic Agreements | Note 5. BeiGene Collaboration In October 2018, we entered into a clinical collaboration with BeiGene, Ltd. (“BeiGene”) to evaluate the safety and efficacy of zandelisib in combination with BeiGene’s zanubrutinib (marketed as Brukinsa ® inhibito B-cell B-cell | Note 3. BeiGene Collaboration In October 2018, we entered into a clinical collaboration with BeiGene, Ltd. (“BeiGene”) to evaluate the safety and efficacy of zandelisib in combination with BeiGene’s zanubrutinib (marketed as Brukinsa), an investigational inhibitor of Bruton’s tyrosine kinase (“BTK”), for the treatment of patients with B-cell Phase 1b trial to include evaluation of zandelisib in combination with zanubrutinib in patients with B-cell | ||
Infinity Pharmaceuticals Inc [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Strategic Agreements | 12. Strategic Agreements We have worldwide development and commercialization rights to eganelisib, subject to certain obligations to our licensor, Takeda Pharmaceutical Company Limited, or Takeda, as described in more detail below. Additionally, we are obligated to pay Mundipharma International Corporation Limited, or Mundipharma, and Purdue Pharmaceutical Products L.P., or Purdue, a 4% royalty in the aggregate on worldwide net sales of products that were previously subject to our strategic alliance with Mundipharma and Purdue that was terminated in 2012. Such products include eganelisib; duvelisib, the PI3K delta and gamma inhibitor that we licensed to Verastem in 2016, the rights to which Verastem sold to Secura Bio in 2020; and IPI-926, or patidegib, part of the hedgehog inhibitor program we licensed to PellePharm in 2013, and which license is now held by Sol-Gel. We refer to such royalties as Trailing Mundipharma Royalties. After Mundipharma and Purdue have recovered approximately $260.0 million in royalty payments from all products that were previously subject to the strategic alliance, which represents the funding paid to us for research and development services performed by us under this strategic alliance, the Trailing Mundipharma Royalties will be reduced to a 1% royalty on net sales in the United States of such products. As of March 31, 2023, Mundipharma and Purdue have recovered $3.8 million. PellePharm / Sol-Gel In June 2013, we entered into a license agreement with PellePharm, under which we granted PellePharm exclusive global development and commercialization rights to our hedgehog inhibitor program, including patidegib. In January 2023, PellePharm announced that Sol-Gel acquired all rights and obligations under the license agreement. We refer to our license agreement with PellePharm as the Sol-Gel Agreement and products covered by the Sol-Gel Agreement as Hedgehog Products. We assessed this arrangement in accordance with Accounting Standard Codification 606 and concluded that at the date of contract inception there was only one performance obligation, consisting of the license, which was satisfied at contract inception. Under the Sol-Gel Agreement, Sol-Gel is obligated to pay us up to $9.0 million in remaining regulatory and commercial-based milestone payments through the first commercial sale of a Hedgehog Product. Sol-Gel is also obligated to pay us up to $37.5 million in success-based milestone payments upon the achievement of certain annual net sales thresholds, as well as a share of certain revenue received by Sol-Gel in the event that Sol-Gel sublicenses its rights under the Sol-Gel Agreement and tiered royalties on annual net sales of Hedgehog Products subject to specified conditions. The remaining milestones have not been recognized as they represent variable consideration that is constrained. In making this assessment, we considered numerous factors, including the fact that achievement of the milestones is outside of our control and contingent upon the future success of clinical trials, Sol-Gel’s actions, and the receipt of regulatory approval. As the single performance obligation was previously satisfied, all regulatory and commercial-based milestones will be recognized as revenue in full in the period in which the constraint is removed. Any consideration related to sales-based milestone payments, including royalties, will be recognized when the related sales occur as these amounts have been determined to relate predominantly to the license granted to Sol-Gel and therefore are recognized at the later of when the performance obligation is satisfied or the related sales occur. Sol-Gel is also obligated to pay us tiered royalties on annual net sales of Hedgehog Products, which are subject to reduction after a certain aggregate funding threshold has been achieved. On January 8, 2020, we entered into the BVF Funding Agreement, as further described in Note 10, pursuant to which we sold our interest in all royalty payments based on worldwide annual net sales of the BVF Licensed Product excluding Trailing Mundipharma Royalties related to patidegib. Takeda In July 2010, we entered into a development and license agreement with Intellikine, Inc., or Intellikine, under which we obtained rights to discover, develop and commercialize pharmaceutical products targeting the gamma and/or delta isoforms of PI3K, including eganelisib and duvelisib. In January 2012, Intellikine was acquired by Takeda. In December 2012, we amended and restated our development and license agreement with Takeda and further amended the agreement in July 2014, September 2016, July 2017, and March 2019. We refer to the amended and restated development and license agreement, as amended, as the Takeda Agreement. Duvelisib Pursuant to the Takeda Agreement, prior to March 4, 2019, we were obligated to share equally with Takeda all revenue arising from certain qualifying transactions for duvelisib, including the Secura Bio Agreement, subject to certain exceptions including revenue we receive as reimbursement for duvelisib research and development expenses. On March 4, 2019, we entered into the fourth amendment to the Takeda Agreement, or the Takeda Amendment. Pursuant to the Takeda Amendment, Takeda agreed (i) to the sale of certain royalty payments based on worldwide annual net sales of Licensed Products under the Secura Bio Agreement to HCR, (ii) to forego its rights to an equal share of the royalties due from Secura Bio during the term of the HCR Agreement, and (iii) not to seek any payment from HCR with respect to the royalties owed to Takeda. As consideration for the Takeda Amendment, we paid Takeda $6.7 million representing 25% of the $30.0 million in gross proceeds we received from the closing of the HCR Agreement, net of 25% of the expenses incurred by us in connection with the HCR Agreement. In addition, we agreed to pay Takeda 25% of the royalties that would have been payable to us by Secura Bio but for the consummation of the HCR Agreement, which we refer to as the Interim Obligation. During each of the three months ended March 31, 2023 and 2022, we recognized $0.1 million of Interim Obligation amounts owed to Takeda as royalty expense. We have the right to extinguish the Interim Obligation by payment to Takeda of an amount equal to (i) the $6.7 million payment multiplied by a specified multiple corresponding to the time period in which such extinguishing payment is made, minus (ii) any payments made to Takeda pursuant to the Interim Obligation. The Interim Obligation shall expire upon the termination of the HCR Agreement and the reversion of related royalties to us, at which time our obligations to share the royalties payable under the Secura Bio Agreement equally with Takeda shall be reinstated. Eganelisib Pursuant to the Takeda Agreement, we are obligated to pay Takeda up to $3.0 million in remaining success-based development milestone payments and up to $165.0 million in remaining regulatory and commercial-based milestone payments for one product candidate other than duvelisib, which could be eganelisib. | 11. Strategic Agreements We have worldwide development and commercialization rights to eganelisib, subject to certain obligations to our licensor, Takeda Pharmaceutical Company Limited, or Takeda, as described in more detail below. Additionally, we are obligated to pay Mundipharma International Corporation Limited, or Mundipharma, and Purdue Pharmaceutical Products L.P., or Purdue, a 4% royalty in the aggregate on worldwide net sales of products that were previously subject to our strategic alliance with Mundipharma and Purdue that was terminated in 2012. Such products include eganelisib; duvelisib, the PI3K delta and gamma inhibitor that we licensed to Verastem in 2016, the rights to which Verastem sold to Secura Bio in 2020; and IPI-926, Sol-Gel. PellePharm / Sol-Gel In June 2013, we entered into a license agreement with PellePharm, under which we granted PellePharm exclusive global development and commercialization rights to our hedgehog inhibitor program, including patidegib. In January 2023, PellePharm announced that Sol-Gel Sol-Gel Sol-Gel Under the Sol-Gel Sol-Gel Sol-Gel Sol-Gel Sol-Gel Sol-Gel Sol-Gel’s Sol-Gel Sol-Gel Takeda In July 2010, we entered into a development and license agreement with Intellikine, Inc., or Intellikine, under which we obtained rights to discover, develop and commercialize pharmaceutical products targeting the gamma and/or delta isoforms of PI3K, including eganelisib and duvelisib. In January 2012, Intellikine was acquired by Takeda. In December 2012, we amended and restated our development and license agreement with Takeda and further amended the agreement in July 2014, September 2016, July 2017, and March 2019. We refer to the amended and restated development and license agreement, as amended, as the Takeda Agreement. Duvelisib Pursuant to the Takeda Agreement, prior to March 4, 2019, we were obligated to share equally with Takeda all revenue arising from certain qualifying transactions for duvelisib, including the Secura Bio Agreement, subject to certain exceptions including revenue we receive as reimbursement for duvelisib research and development expenses. On March 4, 2019, we entered into the fourth amendment to the Takeda Agreement, or the Takeda Amendment. Pursuant to the Takeda Amendment, Takeda agreed (i) to the sale of certain royalty payments based on worldwide annual net sales of Licensed Products under the Secura Bio Agreement to HCR, (ii) to forego its rights to an equal share of the royalties due from Secura Bio during the term of the HCR Agreement, and (iii) not to seek any payment from HCR with respect to the royalties owed to Takeda. As consideration for the Takeda Amendment, we paid Takeda $6.7 million representing 25% of the $30.0 million in gross proceeds we received from the closing of the HCR Agreement, net of 25% of the expenses incurred by us in connection with the HCR Agreement. In addition, we agreed to pay Takeda 25% of the royalties that would have been payable to us by Secura Bio but for the consummation of the HCR Agreement, which we refer to as the Interim Obligation. During the years ended December 31, 2022 and 2021, we recognized $0.3 million and $0.2 million, respectively, of Interim Obligation amounts owed to Takeda as royalty expense. We have the right to extinguish the Interim Obligation by payment to Takeda of an amount equal to (i) the $6.7 million payment multiplied by the multiple set forth in the table below corresponding to the time period in which such extinguishing payment is made, minus (ii) any payments made to Takeda pursuant to the Interim Obligation: Time Period Multiple From the Takeda Amendment Effective Date until June 30, 2022 145 % From July 1, 2022 through June 30, 2023 155 % From July 1, 2023 through June 30, 2024 165 % From July 1, 2024 through June 30, 2025 175 % The Interim Obligation shall expire upon the termination of the HCR Agreement and the reversion of related royalties to us, at which time our obligations to share the royalties payable under the Secura Bio Agreement equally with Takeda shall be reinstated. Eganelisib Pursuant to the Takeda Agreement, we are obligated to pay Takeda $3.0 million in a remaining success-based development milestone payment and up to $165.0 million in remaining regulatory and commercial-based milestone payments for one product candidate other than duvelisib, which could be eganelisib. |
Strategic Restructuring
Strategic Restructuring | 3 Months Ended |
Mar. 31, 2023 | |
Strategic Restructuring | 13. Strategic Restructuring On February 22, 2023, in conjunction with their approval of the Merger Agreement, our board of directors approved a strategic restructuring to preserve our resources. As a result, we have reduced our overall headcount by four positions, representing approximately 13% of our workforce at the time we entered into the Merger Agreement. During the three months ended March 31, 2023 we have incurred restructuring charges consisting of severance payments, employee benefits and related taxes, and stock-based compensation. The workforce reduction was completed on March 31, 2023. The following table summarizes the financial impact of the restructuring activities on our operating expenses and cash flows for the three months ended March 31, 2023 and the current liability remaining on our balance sheet as of March 31, 2023: Charges Amounts Less non-cash Accrued (in thousands) Employee severance, benefits and related taxes $ 899 $ 58 $ — $ 841 Stock-based compensation 821 — 821 — Total restructuring $ 1,720 $ 58 $ 821 $ 841 During the three months ended March 31, 2023 we recognized $1.7 million of expense related to restructuring activities of which $1.6 million is included in general and administrative expense and $0.1 million is included in research and development expense. We expect to pay the majority of the remaining amounts accrued through the quarter ended June 30, 2023. |
Defined Contribution Benefit Pl
Defined Contribution Benefit Plan | 12 Months Ended |
Dec. 31, 2022 | |
Infinity Pharmaceuticals Inc [Member] | |
Retirement Benefits [Line Items] | |
Defined Contribution Benefit Plan | 14. Defined Contribution Benefit Plan We sponsor a 401(k) retirement plan in which substantially all of our full-time employees are eligible to participate. Participants may contribute a percentage of their annual compensation to this plan, subject to statutory limitations. During the years ended December 31, 2022 and 2021, we matched participants’ contributions up to 6% of the participant’s pre-tax |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Infinity Pharmaceuticals Inc [Member] | ||
Subsequent Event [Line Items] | ||
Subsequent Events [Text Block] | 15. Subsequent Event On May 3, 2023, a putative stockholder complaint was filed in the United States (U.S.) District Court for the Southern District of New York (S.D.N.Y.), captioned Childress v. Infinity Pharmaceuticals, Inc., et al. The complaint names as defendants Infinity and each member of the board of directors, or the Board. The complaint alleges, among other things, that Infinity and each member of the Board violated federal securities laws and regulations through a registration statement intended to induce them to vote in favor of the transaction that purportedly omits material facts necessary to make the statements therein not false or misleading. The complaint seeks, among other relief, (i) injunctive relief preventing the consummation of the proposed transaction; (ii) rescission or rescissory damages in the event the proposed transaction is consummated; (iii) other damages purportedly incurred on account of defendants’ alleged misstatements or omissions; (iv) dissemination of an amendment to the registration statement that discloses certain information requested by the plaintiff; and (v) an award of plaintiff’s expenses and attorneys’ fees. We believe that the allegations asserted in the complaint are without merit. However, we cannot predict the outcome of this matter, nor can we estimate possible losses or a range of losses that may result from this matter. | 15. Subsequent Events On February 22, 2023, we, MEI Pharma, Inc., a Delaware corporation, or MEI, and Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of MEI, or the Merger Sub, entered into an Agreement and Plan of Merger, or the Merger Agreement, pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Infinity, with Infinity continuing as a wholly owned subsidiary of MEI and the surviving corporation of the merger, which transaction is referred to herein as the Merger. If the Merger is completed, the combined company will combine the expertise and resources of MEI and Infinity to advance a pipeline of three clinical-stage oncology drug candidates. We expect to devote significant time and resources to the completion of the Merger. However, there can be no assurances that such activities will result in the completion of the Merger. Further, the completion of the Merger may ultimately not deliver the anticipated benefits or enhance shareholder value. If the Merger is not completed, we will consider alternative courses of action. We consider one of the following courses of action to be the most likely alternatives if the Merger is not completed: • Pursue another strategic transaction • Wind down the company In conjunction with their approval of the Merger Agreement, our board of directors approved a strategic restructuring to preserve our resources. As a result, we have reduced our overall headcount by four positions, representing approximately 13% of our workforce at the time we entered into the Merger Agreement. We expect to incur approximately $1.6 million and $0.1 million in total restructuring charges in general and administrative expenses and research and development expenses, respectively in the first quarter of 2023. These charges primarily consist of severance payments, employee benefits and related taxes, and stock-based compensation. Of the aggregate restructuring costs, we expect approximately $0.9 million to be settled through future cash expenditures. We expect the workforce reduction will be substantially completed by March 31, 2023. |
The Company and Summary of Si_2
The Company and Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | |
Clinical Development Programs | Clinical Development Programs We build our pipeline by licensing or acquiring promising cancer agents and creating value in programs through development, commercialization and strategic partnerships, as appropriate. Our objective is to leverage the mechanisms and properties of our pipeline drug candidates to optimize the balance between efficacy and tolerability to meet the needs of patients with cancer. Our drug candidate pipeline includes: • Voruciclib, an oral cyclin-dependent kinase (“CDK”) inhibitor; • ME-344, • Zandelisib, an oral phosphatidylinositol 3-kinase d The results of pre-clinical ME-344 acquire collaborators. Reduction in Force and Current Events | Clinical Development Programs We build our pipeline by licensing or acquiring promising cancer agents and creating value in programs through development, commercialization and strategic partnerships, as appropriate. Our objective is to leverage the mechanisms and properties of our pipeline drug candidates to optimize the balance between efficacy and tolerability to meet the needs of patients with cancer. Our drug candidate pipeline includes: • zandelisib (f/k/a ME-401), 3-kinase • voruciclib, an oral cyclin-dependent kinase (“CDK”) 9 inhibitor; and • ME-344, | ||
Reduction in Force and Current Events | In November 2022, we and Kyowa Kirin Co., Ltd. (“Kyowa Kirin”) met with the U.S. Food and Drug Administration (“FDA”) in a follow-up non-Hodgkin The discontinuation of zandelisib development outside of Japan was a business decision based on the most recent regulatory guidance from the FDA and is not related to the zandelisib clinical data generated to date. Kyowa Kirin is continuing certain ongoing Japanese clinical trials, including the Phase 2 MIRAGE trial evaluating Japanese patients with relapsed or refractory indolent B-cell non-Hodgkin single-arm, In light of Kyowa Kirin’s decision to discontinue development of zandelisib in Japan, the parties intend to terminate the global license, development and commercialization agreement executed in April 2020. We and Kyowa Kirin have begun closing all ongoing zandelisib clinical studies outside of Japan, including the Phase 3 COASTAL trial, the Phase 2 TIDAL trial, and the Phase 2 CORAL trial. Depending on the achievement of certain regulatory and commercial milestones in Japan, we may be eligible for additional payments from Kyowa Kirin under the current agreement. In December 2022, we announced a plan to streamline our organization towards the continued clinical development of voruciclib and ME-344. 27 % of our workforce ) and an additional 14 employees in April 2023. In connection with the reduction in force, we incurred termination costs, which include severance, benefits, and related costs of approximate 2.4 million, of which $ 1.8 million was research and development expense and $ 0.6 million was general and administrative expense. | |||
Liquidity | Liquidity We have accumulated losses of $ 396.0 million since inception and expect to incur operating losses and generate negative cash flows from operations for the foreseeable future. As of March 3 112.0 million in cash and cash equivalents and short-term investments. We believe that these resources will be sufficient to meet our obligations and fund our liquidity and capital expenditure requirements for at least the next 12 months from the issuance of these financial statements. Our current business operations are focused on continuing the clinical development of our drug candidates. Changes to our research and development plans or other changes affecting our operations and operating expenses may affect actual future use of existing cash resources. We cannot determine with certainty costs associated with ongoing and future clinical trials or the regulatory approval process. The duration, costs and timing associated with the development of our product candidates will depend on a variety of factors, including uncertainties associated with the results of our clinical trials. To date, we have obtained cash and funded our operations primarily through equity financings and license agreements. In order to continue the development of our drug candidates, at some point in the future we expect to pursue one or more capital transactions, whether through the sale of equity securities, debt financing, license agreements or entry into strategic partnerships. There can be no assurance that we will be able to continue to raise additional capital in the future. | Liquidity We have accumulated losses of $374.2 million since inception and expect to incur operating losses and generate negative cash flows from operations for the foreseeable future. As of June 30, 2022, we had $153.3 million in cash, cash equivalents and short-term investments. We believe that these resources will be sufficient to meet our obligations and fund our liquidity and capital expenditure requirements for at least the next 12 months from the issuance of these financial statements. Our current business operations are focused on continuing the clinical development of our drug candidates. Changes to our research and development plans or other changes affecting our operating expenses may affect actual future use of existing cash resources. Our research and development expenses are expected to increase in the foreseeable future. We cannot determine with certainty costs associated with ongoing and future clinical trials or the regulatory approval process. The duration, costs and timing associated with the development of our product candidates will depend on a variety of factors, including uncertainties associated with the results of our clinical trials. To date, we have obtained cash and funded our operations primarily through equity financings and license agreements. In order to continue the development of our drug candidates, at some point in the future we expect to pursue one or more capital transactions, whether through the sale of equity securities, debt financing, license agreements or entry into strategic partnerships. There can be no assurance that we will be able to continue to raise additional capital in the future. | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of MEI Pharma, Inc. and our wholly owned subsidiary, Meadow Merger Sub, Inc. We have eliminated all significant intercompany accounts and transactions in consolidation. The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X. The accompanying unaudited condensed consolidated financial statements for the quarterly period ended March 31, 2023 should be read in conjunction with the audited financial statements and notes thereto as of and for the fiscal year ended June 30, 2022, included in our Annual Report on Form 10-K | |||
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and disclosures made in the accompanying notes to the consolidated 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. | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“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. | ||
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. | 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. | ||
Revenue Recognition | Revenue Recognition Revenues from Customers In accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers Payments received under commercial arrangements, such as licensing technology rights, may include non-refundable re-evaluate We may enter into arrangements that consist of multiple performance obligations. Such arrangements may include any combination of our deliverables. To the extent a contract includes multiple promised deliverables, we apply judgment to determine whether promised deliverables are capable of being distinct and are distinct in the context of the contract. If these criteria are not met, the promised deliverables are accounted for as a combined performance obligation. For arrangements with multiple distinct performance obligations, we allocate variable consideration related to our 50-50 Stand-alone selling price is the price at which we would sell a promised good or service separately to the customer. When not directly observable, we typically estimate the stand-alone selling price for each distinct performance obligation. Variable consideration that relates specifically to our efforts to satisfy specific performance obligations is allocated entirely to those performance obligations. Other components of the transaction price are allocated based on the relative stand-alone selling price, over which management has applied significant judgment. We develop assumptions that require judgment to determine the stand-alone selling price for license-related performance obligations, which may include forecasted revenues, development timelines, reimbursement rates for personnel costs, discount rates and probabilities of technical, regulatory and commercial success. We estimate stand-alone selling price for research and development performance obligations by forecasting the expected costs of satisfying a performance obligation plus an appropriate margin. In the case of a license that is a distinct performance obligation, we recognize revenue allocated to the license from non-refundable, up-front The selection of the method to measure progress towards completion requires judgment and is based on the nature of the products or services to be provided. Revenue is recorded proportionally as costs are incurred. We generally use the cost-to-cost cost-to-cost For arrangements that include sales-based or usage-based royalties, we recognize revenue at the later of (i) when the related sales occur or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied or partially satisfied. To date, we have not recognized any sales-based or usage-based royalty revenue from license agreements. In connection with our License, Development and Commercialization Agreement (the “Kyowa Kirin Commercialization Agreement”) with Kyowa Kirin, we perform development services related to our 50-50 100 % of reimbursed costs, as control of the additional services for Kyowa Kirin is transferred at the time we incur such costs. The costs of these services are recognized in the Condensed Consolidated Statements of Operations as research and development expense. We recognized revenue associated with the Kyowa Kirin Commercialization Agreement Three Months Ended Nine Months Ended 2023 2022 2023 2022 Revenue $ 5,894 $ 9,694 $ 47,359 $ 29,283 Timing of Revenue Recognition: Services performed over time $ 5,598 $ 9,694 $ 46,430 $ 26,970 Pass through services at a point in time 296 — 929 2,313 $ 5,894 $ 9,694 $ 47,359 $ 29,283 Contract Balances Accounts receivable are included in “Prepaid expenses and other current assets”, and contract liabilities are included in “Deferred revenue” and “Deferred revenue, long-term” on our Condensed Consolidated Balance Sheets. The following table presents changes in accounts receivable, unbilled receivables and contract liabilities accounted for under Topic 606 for the periods presented (in thousands): Nine March 202 3 202 2 Accounts receivable Accounts receivable, beginning of period $ — $ — Amounts billed 23,507 45,927 Payments received (23,507 ) (45,927 ) Accounts receivable, end of period $ — $ — Unbilled receivables Unbilled receivables, beginning of period $ 10,044 $ 7,582 Billable amounts 18,043 46,791 Amounts billed (23,507 ) (45,927 ) Unbilled receivables, end of period $ 4,580 $ 8,446 Contract liabilities Contract liabilities, beginning of period $ 30,900 $ 14,677 Payments received — 20,000 Revenue recognized (4,145 ) (2,513 ) Revenue recognized from change in estimate for performance obligations that are being closed (16,565 ) — Revenue recognized for performance obligations that will no longer commence (8,607 ) — Contract liabilities, end of period $ 1,583 $ 32,164 The timing of revenue recognition, invoicing and cash collections results in billed accounts receivable and unbilled receivables and deferred revenue (contract liabilities). We invoice our customers in accordance with agreed-upon contractual terms, typically at periodic intervals or upon achievement of contractual milestones. Invoicing may occur subsequent to revenue recognition, resulting in unbilled receivables. We may receive advance payments from our customers before revenue is recognized, resulting in contract liabilities. The unbilled receivables and deferred revenue reported on the Condensed Consolidated Balance Sheets relate to the Kyowa Kirin Commercialization Agreement. As of March 31, 2023 and June 30, 2022, we had 66.1 million and $ 95.4 million, respectively, of deferred revenue associated with the Kyowa Kirin 64.5 million relates to the U.S. license which is a unit of account under the scope of ASC Topic 808, Collaborative Arrangements revenue as of March 31, 2023 and June 30, 2022 1.6 million and $ 30.9 million, respectively, relates to the development services performance obligations which are under the scope of Topic 606. The decrease in deferred revenue comes as a result of our winding down of all zandelisib studies outside of Japan. We updated our estimated costs to complete each of the performance obligations, resulting in a higher progress towards completion based on the ratio of costs incurred to date to the total estimated costs. Additionally, during the three months ended December 31, 2022, we recognized revenue related to non-refundable Our contract liabilities accounted for under Topic 606 relate to the amount of initial upfront consideration that was allocated to the development services performance obligations. Contract liabilities are recognized over the duration of the performance obligations based on the costs incurred relative to total expected costs. Revenues from Collaborators At contract inception, we assess whether the collaboration arrangements are within the scope of Topic 808 to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities. This assessment is performed based on the responsibilities of all parties in the arrangement. For collaboration arrangements within the scope of Topic 808 that contain multiple units of account, we first determine which units of account within the arrangement are within the scope of Topic 808 and which elements are within the scope of Topic 606. For units of account within collaboration arrangements that are accounted for pursuant to Topic 808, an appropriate recognition method is determined and applied consistently, by analogy to authoritative accounting literature. For elements of collaboration arrangements that are accounted for pursuant to Topic 606, we recognize revenue as discussed above. Consideration received that does not meet the requirements to satisfy Topic 606 revenue recognition criteria is recorded as deferred revenue in the accompanying Condensed Consolidated Balance Sheets, classified as either short-term or long-term deferred revenue based on our best estimate of when such amounts will be recognized. | Revenue Recognition Revenue from Customers In accordance with ASC Topic 606, Revenue from Contracts with Customers Payments received under commercial arrangements, such as licensing technology rights, may include non-refundable re-evaluate We may enter into arrangements that consist of multiple performance obligations. Such arrangements may include any combination of our deliverables. To the extent a contract includes multiple promised deliverables, we apply judgment to determine whether promised deliverables are capable of being distinct and are distinct in the context of the contract. If these criteria are not met, the promised deliverables are accounted for as a combined performance obligation. For arrangements with multiple distinct performance obligations, we allocate variable consideration related to our 50-50 In the case of a license that is a distinct performance obligation, we recognize revenue allocated to the license from non-refundable, up-front the licensee can use and benefit from the license. For licenses that are bundled with other distinct or combined obligations, we use judgment to assess the nature of the performance obligation to determine whether the performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. If the performance obligation is satisfied over time, we evaluate the measure of progress each reporting period and, if necessary, adjust the measure of performance and related revenue recognition. From time to time, we perform additional services for Kyowa Kirin Co., Ltd. (“KKC”) at their request, the costs of which are fully reimbursed to us. The cost of these services is recognized in the Statements of Operations as research and development expense. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the products or services to be provided. Revenue is recorded proportionally as costs are incurred. We generally use the cost-to-cost cost-to-cost For arrangements that include sales-based or usage-based royalties, we recognize revenue at the later of (i) when the related sales occur or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied or partially satisfied. To date, we have not recognized any sales-based or usage-based royalty revenue from license agreements. We recognized revenue associated with the following license agreements for the periods presented (in thousands): Years Ended June 30, 2022 2021 2020 License Agreement: KKC Commercialization Agreement $ 40,697 $ 34,356 $ 26,386 Helsinn License Agreement — 440 1,370 $ 40,697 $ 34,796 $ 27,756 Timing of Revenue Recognition: Development services performed over time $ 37,304 $ 31,302 $ 6,768 Pass through services at a point in time 3,393 3,494 — License transferred at a point in time — — 20,988 $ 40,697 $ 34,796 $ 27,756 Based on the characteristics of the Helsinn License Agreement, we recognized revenue based on the extent of progress towards completion of the performance obligations. The performance obligations under the Helsinn License Agreement were completed in June 2021, and the Helsinn License Agreement was terminated in November 2021. Contract Balances Accounts receivable are included on our Balance Sheets in “Prepaid expenses and other current assets”, and contract liabilities are included in “Deferred revenue” and “Deferred revenue, long-term” in our Balance Sheets. The following table presents changes in accounts receivable, unbilled receivables and contract liabilities accounted for under Topic 606 for the periods presented (in thousands): Years Ended June 30, 2022 2021 Accounts receivable Accounts receivable, beginning of year $ — $ 83 Amounts billed 54,611 25,682 Payments received (54,611 ) (25,765 ) Accounts receivable, end of year $ — $ — Unbilled receivables Unbilled receivables, beginning of year $ 7,582 $ 2,858 Billable amounts 56,816 30,406 Amounts billed (54,354 ) (25,682 ) Unbilled receivables, end of year $ 10,044 $ 7,582 Contract liabilities Contract liabilities, beginning of year $ 14,677 $ 19,108 Revenue recognized (3,777 ) (4,798 ) Payments received 20,000 367 Contract liabilities, end of year $ 30,900 $ 14,677 The timing of revenue recognition, invoicing and cash collections results in billed accounts receivable and unbilled receivables (contract assets) and deferred revenue (contract liabilities). We invoice our customers in accordance with agreed-upon contractual terms, typically at periodic intervals or upon achievement of contractual milestones. Invoicing may occur subsequent to revenue recognition, resulting in unbilled receivables. We may receive advance payments from our customers before revenue is recognized, resulting in contract liabilities. The unbilled receivables and deferred revenue reported on the Balance Sheets relate to the KKC Commercialization Agreement. As of June 30, 2022 and 2021, we had unbilled receivables of $10.0 million and $7.6 million, respectively, related to our remaining performance obligations under the KKC Commercialization Agreement. Our unbilled receivables are comprised of amounts that are billable based on the contractual provisions of the license agreement but not yet billed. As of June 30, 2022 and 2021, we had $95.4 million and $79.2 million, respectively, of deferred revenue associated with the KKC Commercialization Agreement, of which $64.5 million relates to the U.S. license which is a unit of account under the scope of ASC Topic 808, Collaborative Arrangements Our contract liabilities accounted for under Topic 606 relate to the amount of initial upfront consideration that was allocated to the development services performance obligations. Contract liabilities are recognized over the duration of the performance obligations based on the costs incurred relative to total expected costs. Revenue from Collaborators At contract inception, we assess whether the collaboration arrangements are within the scope of Topic 808, to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities. This assessment is performed based on the responsibilities of all parties in the arrangement. For collaboration arrangements within the scope of Topic 808 that contain multiple units of account, we first determine which units of account within the arrangement are within the scope of Topic 808 and which elements are within the scope of Topic 606. For units of account within collaboration arrangements that are accounted for pursuant to Topic 808, an appropriate recognition method is determined and applied consistently, by analogy to authoritative accounting literature. For elements of collaboration arrangements that are accounted for pursuant to Topic 606, we recognize revenue as discussed above. Consideration received that does not meet the requirements to satisfy Topic 606 revenue recognition criteria is recorded as deferred revenue in the accompanying Balance Sheets, classified as either current or long-term deferred revenue based on our best estimate of when such amounts will be recognized. | ||
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 or licensing of in-process | Research and Development 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 or licensing of in-process | ||
Leases | Leases We account for our leases under ASC Topic 842, Leases right-of-use right-of-use Operating lease expense for operating leases is recognized on a straight-line basis over the lease term based on the total lease payments. We have elected the practical expedient to not separate lease and non-lease non-lease | Leases Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 842, Leases right-of-use a lease liability on the Balance Sheets for all leases with terms longer than 12 months. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. We elected the following as practical expedients: 1) an entity need not reassess whether any expired or existing contracts are or contain leases, 2) an entity need not reassess the lease classification for any expired or existing leases, and 3) an entity need not reassess initial direct costs for any existing leases. Rent expense for operating leases is recognized on a straight-line basis over the lease term based on the total lease payments. We have elected the practical expedient to not separate lease and non-lease non-lease | ||
Share-based Compensation | Share-Based Compensation Share-based compensation expense stock options and restricted stock units (“RSUs”) granted to employees and directors is recognized in the Condensed Consolidated Statements of Operations based on estimated amounts. The cost of stock options is measured at the grant date, based on the estimated fair value of the stock option using the Black-Scholes valuation model, which incorporates various assumptions, including expected volatility, risk-free interest rate, the expected term of the award and the dividend yield on the underlying stock. Expected volatility is calculated based on the historical volatility of our stock over the expected option life and other appropriate factors. The expected option term is computed using the “simplified” method as permitted under the provisions of ASC Topic 718, Compensation—Stock Compensation | Share-Based Compensation Share-based compensation expense for stock options and restricted stock units (“RSUs”) granted to employees and directors is recognized in the Statements of Operations based on estimated amounts. The cost of stock options is measured at the grant date, based on the estimated fair value of the stock option using the Black-Scholes valuation model, which incorporates various assumptions including expected volatility, risk-free interest rate, the expected term of the award and the dividend yield on the underlying stock. Expected volatility is calculated based on the historical volatility of our stock over the expected option life and other appropriate factors. The expected option term is computed using the “simplified” method as permitted under the provisions of ASC 718-10-S99. | ||
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 March 31, 2023, 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 carryforwards that can be utilized in the future to offset taxable income. There have been no material changes in our unrecognized tax benefits since June 30, 2022, and, as such, the disclosures included in our 2022 Annual Report continue to be relevant for the nine months ended March 31, 2023. | 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, 2022 and 2021, 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 carryforwards 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 | ||
Recent Accounting Pronouncements | Recent Accounting Pronouncement In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-13, Financial Instruments–Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 2016-13”), 2016-13 2016-13 2016-13 | Recent Account Pronouncement In June 2016, the FASB issued ASU 2016-13, 2016-13 2016-13 | ||
Reclassification | Reclassifications Proceeds from issuance of common stock and payment of issuance costs have been reclassified in the prior year financial statements to conform to the current year financial statement presentation. These changes did not impact previously reported net loss, loss per share, stockholders’ equity, total assets or total cash flows. | |||
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 not experienced any losses related to these balances. | |||
Short-Term Investments | Short-Term Investments Short-term investments are marketable securities with maturities greater than three months but less than one year from date of purchase. As of June 30, 2022 and 2021, our short-term investments consisted of $137.5 million and $144.9 million, respectively, in United States, “U.S.”, government securities. The short-term investments held as of June 30, 2022 and 2021 are considered to be “held to maturity” and are carried at amortized cost. As of June 30, 2022 and 2021, the gross unrealized gains and losses were immaterial. | |||
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 | |||
Cost of Revenue | Cost of Revenue Cost of 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 performance obligations associated with the Helsinn License Agreement which was terminated in November 2021. | |||
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. | |||
Net Loss Per Share | Net Loss Per Share Basic and diluted net loss 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, 2022, 2021 and 2020. 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. The assessment of dilution is made on a quarterly basis and therefore the annual determination of diluted net loss per share only includes those quarters in which the potential common stock equivalents were determined to be dilutive. The following table presents the calculation of net loss used to calculate basic and diluted loss per share for the periods presented (in thousands): Years Ended June 30, 2022 2021 2020 Net loss—basic $ (54,454 ) $ (41,314 ) $ (47,173 ) Change in fair value of warrant liability (8,046 ) (27,394 ) — Net loss—diluted $ (62,500 ) $ (68,708 ) $ (47,173 ) Shares used in calculating net loss per share for the periods presented was determined as follows (in thousands): Years Ended June 30, 2022 2021 2020 Weighted average shares used in calculating basic net loss per share 6,224 5,626 4,554 Effect of potentially dilutive common shares from equity awards and liability-classified warrants 33 98 — Weighted average shares used in calculating diluted net loss per share 6,257 5,724 4,554 The following potentially dilutive shares have been excluded from the calculation of net loss per share for the periods presented because of their anti-dilutive effect (in thousands): Years Ended June 30, 2022 2021 2020 Stock options 1,024 794 552 Warrants 402 201 803 Restricted stock units 11 21 — Total anti-dilutive shares 1,437 1,016 1,355 | |||
Infinity Pharmaceuticals Inc [Member] | ||||
Basis of Presentation | Basis of Presentation These consolidated financial statements include the accounts of Infinity and its wholly-owned subsidiaries. We have eliminated all significant intercompany accounts and transactions in consolidation. The preparation of consolidated financial statements in accordance with generally accepted accounting principles requires our management to make estimates and judgments that may affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and judgments. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. | |||
Research and Development Costs | Research and Development Expense Research and development expense consists of expenses incurred in performing research and development activities, including salaries and benefits, overhead expenses including facilities expenses, materials and supplies, preclinical expenses, clinical trial and related clinical manufacturing expenses, comparator and combination drug expenses, stock-based compensation expense, depreciation of property and equipment, contract services, and other outside expenses. We also include as research and development expense upfront license payments related to acquired technologies which have not yet reached technological feasibility and have no alternative use. We expense research and development costs as they are incurred. Prepaid comparator and combination drug expenses are capitalized and then recognized as expense when title transfers to us. We have been a party to collaboration agreements in which we were reimbursed for work performed on behalf of the collaborator, as well as one in which we reimbursed the collaborator for work it had performed. We record all appropriate expenses under our collaborations as research and development expense. If the arrangement provides for reimbursement of research and development expenses incurred by us, we evaluate the terms of the arrangement to determine whether the reimbursement should be recorded as revenue or as an offset to research and development expense. If the arrangement provides for us to reimburse the collaborator for research and development expenses or for the achievement of a development milestone for which a payment is due, we record the reimbursement or the achievement of the development milestone as research and development expense. | |||
Leases | Leases We have entered into leases for office space and a data center. As of January 1, 2019, we adopted the provisions of Accounting Standards Codification, or ASC, Topic 842, Leases, or ASC 842. Accordingly, we recorded a right-of-use right-of-use We recognize a right-of-use right-of-use Our leases do not provide an implicit rate; therefore, we use an estimate of our incremental borrowing rate based on the information available at the adoption date or lease commencement date in determining the present value of lease payments. | |||
Income Taxes | Income Taxes We use the liability method to account for income taxes. Deferred tax assets and liabilities are determined based on differences between financial reporting and income tax basis of assets and liabilities, as well as net operating loss and tax credit carryforwards, and are measured using the enacted tax rates and laws that will be in effect when the differences reverse. Deferred tax assets are reduced by a valuation allowance to reflect the uncertainty associated with their ultimate realization. The effect of a change in tax rate on deferred taxes is recognized in income or loss in the period that includes the enactment date. We use our judgment for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. We recognize any material interest and penalties related to unrecognized tax benefits in income tax expense. Due to the uncertainty surrounding the realization of the net deferred tax assets in future periods, we have recorded a full valuation allowance against our otherwise recognizable net deferred tax assets as of December 31, 2022 and 2021. | |||
Recent Accounting Pronouncements | New Accounting Pronouncements In June 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Update, or ASU, No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Statements , or ASU No. 2016-13, which requires that credit losses be reported using an expected losses model rather than the incurred losses model that was previously used, and it establishes additional disclosure requirements related to credit risks. For available-for-sale debt securities with expected credit losses, ASU No. 2016-13 requires allowances to be recorded instead of reducing the amortized cost of the investment. In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates , whereby the effective date of ASU No. 2016-13 for smaller reporting companies was deferred to annual reporting periods beginning after December 15, 2022, including interim periods within those annual reporting periods, and early adoption was still permitted. ASU No. 2016-13 is required to be applied using a modified-retrospective approach, which requires a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. We adopted this standard effective January 1, 2023 and our application of the standard did not result in a cumulative-effect adjustment. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40): , or ASU No. 2020-06, which simplifies the guidance on an issuer’s accounting for convertible instruments and contracts in its own equity. The provisions of ASU No. 2020-06 are applicable for fiscal years beginning after December 15, 2023, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. We are currently evaluating the impact of ASU No. 2020-06 on our consolidated financial statements and related disclosures. | New Accounting Pronouncements In June 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Update, or ASU, No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Statements No. 2016-13, available-for-sale 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40): No. 2020-06, No. 2020-06 No. 2020-06 In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance No. 2021-10, | ||
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of the applicable assets. Application development costs incurred for computer software developed or obtained for internal use are capitalized. Upon sale or retirement, the cost and related accumulated depreciation are eliminated from the respective account, and the resulting gain or loss, if any, is included in current operations. Amortization of leasehold improvements, building improvements and finance leases is recorded as depreciation expense and included in research and development and general and administrative expense, as applicable. Repairs and maintenance charges that do not increase the useful life of the assets are charged to operations as incurred. Property and equipment are depreciated over the following periods: Computer equipment and software 3 to 5 years Leasehold improvements Shorter of lease term or useful life of asset Furniture and fixtures 7 to 10 years | |||
Net Loss Per Share | Basic and Diluted Net Loss per Common Share Basic net loss per share is based upon the weighted average number of common shares outstanding during the period, excluding restricted stock units that have been issued but have not yet vested. Diluted net loss per share is based upon the weighted average number of common shares outstanding during the period plus the effect of additional weighted average common equivalent shares outstanding during the period when the effect of adding such shares is dilutive. Common equivalent shares result from the assumed exercise of outstanding stock options and the exercise of outstanding warrants (the proceeds of which are then assumed to have been used to repurchase outstanding stock using the treasury stock method) and the vesting of restricted shares of common stock. In addition, the assumed proceeds under the treasury stock method include the average unrecognized compensation expense of stock options that are in-the-money. This results in the “assumed” buyback of additional shares, thereby reducing the dilutive impact of stock options. The two-class method is used for outstanding warrants as such warrants are considered to be participating securities, and this method is more dilutive than the treasury stock method. The following outstanding shares of common stock equivalents were excluded from the computation of net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive: At March 31, 2023 2022 Stock options 14,199,758 14,538,334 Non-vested restricted stock units 2,929,149 50,000 | Basic and Diluted Net Loss per Common Share Basic net loss per share is based upon the weighted average number of common shares outstanding during the period, excluding restricted stock units that have been issued but have not yet vested. Diluted net loss per share is based upon the weighted average number of common shares outstanding during the period plus the effect of additional weighted average common equivalent shares outstanding during the period when the effect of adding such shares is dilutive. Common equivalent shares result from the assumed exercise of outstanding stock options and the exercise of outstanding warrants (the proceeds of which are then assumed to have been used to repurchase outstanding stock using the treasury stock method) and the vesting of restricted shares of common stock. In addition, the assumed proceeds under the treasury stock method include the average unrecognized compensation expense of stock options that are in-the-money. two-class At December 31, 2022 2021 Stock options 14,663,697 12,689,439 Non-vested 2,939,816 50,000 | ||
Segment Information | Segment Information We operate in one business segment, which focuses on drug development. We make operating decisions based upon the performance of the enterprise as a whole and utilize our consolidated financial statements for decision making. | Segment Information We operate in one business segment, which focuses on drug development. We make operating decisions based upon the performance of the enterprise as a whole and utilize our consolidated financial statements for decision making. | ||
Cash Equivalents and Available-For-Sale Securities | Cash Equivalents and Available-For-Sale Cash equivalents consist of money market funds. We consider all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. Cash equivalents are stated at fair value. They are also readily convertible to known amounts of cash and have such short-term maturities that each presents insignificant risk of change in value due to changes in interest rates. Our classification of cash equivalents is consistent with prior periods. From time to time we invest our cash in short-term marketable securities. We determine the appropriate classification of marketable securities at the time of purchase and re-evaluate “available-for-sale.” We available-for-sale available-for-sale available-for-sale. We adjust the cost of available-for-sale available-for-sale. We conduct periodic reviews to identify and evaluate each available-for-sale available-for-sale available-for-sale Regardless of our intent to sell a security, we perform additional analysis on all securities in an unrealized loss position to evaluate losses associated with the creditworthiness of the security. Credit losses are identified where we do not expect to receive cash flows sufficient to recover the amortized cost basis of a security and are recorded within earnings as an impairment loss. | |||
Liquidity and Going Concern | Liquidity and Going Concern As of December 31, 2022, we had cash and cash equivalents of $38.3 million. We have primarily incurred operating losses since inception and have relied on our ability to fund our operations through collaboration and license arrangements, or other strategic arrangements, and through the sale of our common stock. We expect to continue to spend significant resources to fund the development and potential commercialization of eganelisib, also known as IPI-549, phosphoinositide-3-kinase As of December 31, 2022, we had an accumulated deficit of $856.0 million and during the year ended December 31, 2022 used $42.4 million in cash and cash equivalents to fund operating activities. We expect to continue to incur substantial operating losses and negative cash flows from operations for the foreseeable future. These conditions raise substantial doubt about our ability to continue as a going concern for at least twelve months from the date these consolidated financial statements are issued on March 28, 2023. If the Merger is not completed, we will need to raise additional capital in order to successfully execute on our current operating plans to further the development of eganelisib. If the Merger is not completed, we will explore other plans to mitigate the conditions which raise substantial doubt about our ability to continue as a going concern. We consider one of the following courses of action to be the most likely alternatives if the Merger is not completed: • Pursue another strategic transaction • Wind down the company Our consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the ordinary course of business. The consolidated financial statements do not include any adjustments that might result from the outcome of the conditions described above. | |||
Concentration of Credit Risk | Concentration of Credit Risk Cash and cash equivalents are primarily maintained with two major financial institutions in the United States. Deposits at banks may exceed the insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and, therefore, bear minimal risk. From time to time the Company invests its cash in other financial instruments that potentially subject us to concentration of credit risk, primarily consisting of available-for-sale available-for-sale | |||
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets We evaluate our long-lived assets for potential impairment. Potential impairment is assessed when there is evidence that events or changes in circumstances have occurred that indicate that the carrying amount of a long-lived asset may not be recovered. Recoverability of these assets is assessed based on undiscounted expected future cash flows from the assets, considering a number of factors, including past operating results, budgets and economic projections, market trends and product development cycles. An impairment in the carrying value of each asset is assessed when the undiscounted expected future cash flows, including its eventual residual value, derived from the asset are less than its carrying value. Impairments, if any, are recognized in earnings. An impairment loss would be recognized in an amount equal to the excess of the carrying amount over the undiscounted expected future cash flows. | |||
Fair Value Measurements | Fair Value Measurements We define fair value as the price that we would receive to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We determine fair value based on the assumptions market participants use when pricing the asset or liability. We use a valuation hierarchy for disclosure of the inputs used to measure fair value. This hierarchy prioritizes the inputs into three broad levels. Level 1 inputs, which we consider the highest level inputs, are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. The classification of a financial asset or liability within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. | |||
Liabilities Related to Sale of Future Royalties | Liabilities Related to Sale of Future Royalties We treat the liabilities related to sale of future royalties (see Note 9) as debt financings, amortized under the effective interest rate method over the estimated life of the related expected royalty stream. The liabilities related to sale of future royalties and the debt amortization are based on our current estimates of future royalties expected to be paid over the life of the arrangement. We will periodically assess the expected royalty payments using projections from external sources. To the extent our estimates of future royalty payments are greater or less than previous estimates or the estimated timing of such payments is materially different than previous estimates, we will adjust the effective interest rate and recognize related non-cash Non-cash non-cash non-cash | |||
Revenue Recognition | Revenue Recognition To date, all our revenue has been generated under collaboration agreements, including payments to us of upfront license fees, funding or reimbursement of research and development efforts, milestone payments, if specified objectives are achieved, and royalties on product sales. We recognize revenue when we transfer goods or services to customers in an amount that reflects the consideration that we expect to receive for those goods or services. These principles are applied using a five-step model: 1) identify the customer contract; 2) identify the contract’s performance obligations; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when or as a performance obligation is satisfied. We evaluate all promised goods and services within a customer contract and determine which of those are separate performance obligations. This evaluation includes an assessment of whether the good or service is capable of being distinct and whether the good or service is separable from other promises in the contract. When a performance obligation is satisfied, we recognize as revenue the amount of the transaction price, excluding estimates of variable consideration that are constrained, that is allocated to that performance obligation. For contracts that contain variable consideration, such as milestone payments, we estimate the amount of variable consideration by using either the expected value method or the most likely amount method. In making this assessment, we evaluate factors such as the clinical, regulatory, commercial and other risks that must be overcome to achieve the milestone. Each reporting period we re-evaluate We recognize sales-based milestones and royalty revenue based upon net sales by the licensee of licensed products in licensed territories, and in the period the sales occur under the sales- and usage-based royalty exception when the sole or predominate item to which the royalty relates is a license to intellectual property. In the event of an early termination of a collaboration agreement, any contract liabilities would be recognized in the period in which all our obligations under the agreement have been fulfilled. | |||
Stock-based Compensation Expense | Stock-based Compensation Expense We issue stock-based awards to employees, directors, and non-employees, non-employees awards with performance conditions, we estimate the likelihood of satisfaction of the performance conditions, which affects the period over which the expense is recognized. When the likelihood of satisfying the performance conditions related to these awards is determined to be probable, we recognize the expense over the requisite service period. We have no awards with market conditions. We recognize forfeitures related to share-based payments as they occur. | |||
Royalty Expense | Royalty Expense Royalty expense is recorded when incurred and represents the expense associated with amounts owed to third parties as a result of royalty revenue recognized and the amounts owed by us to Takeda Pharmaceutical Company Limited, or Takeda, in relation to the sale of future royalties (see Note 11). | |||
Comprehensive Loss | Comprehensive Loss Comprehensive loss is comprised of net loss and other comprehensive loss. Other comprehensive loss is comprised of unrealized holding gains arising during the period on available-for-sale |
The Company and Summary of Si_3
The Company and Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | |
Schedule Of Revenue Associated With License Agreement | We recognized revenue associated with the Kyowa Kirin Commercialization Agreement Three Months Ended Nine Months Ended 2023 2022 2023 2022 Revenue $ 5,894 $ 9,694 $ 47,359 $ 29,283 Timing of Revenue Recognition: Services performed over time $ 5,598 $ 9,694 $ 46,430 $ 26,970 Pass through services at a point in time 296 — 929 2,313 $ 5,894 $ 9,694 $ 47,359 $ 29,283 | We recognized revenue associated with the following license agreements for the periods presented (in thousands): Years Ended June 30, 2022 2021 2020 License Agreement: KKC Commercialization Agreement $ 40,697 $ 34,356 $ 26,386 Helsinn License Agreement — 440 1,370 $ 40,697 $ 34,796 $ 27,756 Timing of Revenue Recognition: Development services performed over time $ 37,304 $ 31,302 $ 6,768 Pass through services at a point in time 3,393 3,494 — License transferred at a point in time — — 20,988 $ 40,697 $ 34,796 $ 27,756 | ||
Schedule of Changes in Contract Assets and Contract Liabilities | The following table presents changes in accounts receivable, unbilled receivables and contract liabilities accounted for under Topic 606 for the periods presented (in thousands): Nine March 202 3 202 2 Accounts receivable Accounts receivable, beginning of period $ — $ — Amounts billed 23,507 45,927 Payments received (23,507 ) (45,927 ) Accounts receivable, end of period $ — $ — Unbilled receivables Unbilled receivables, beginning of period $ 10,044 $ 7,582 Billable amounts 18,043 46,791 Amounts billed (23,507 ) (45,927 ) Unbilled receivables, end of period $ 4,580 $ 8,446 Contract liabilities Contract liabilities, beginning of period $ 30,900 $ 14,677 Payments received — 20,000 Revenue recognized (4,145 ) (2,513 ) Revenue recognized from change in estimate for performance obligations that are being closed (16,565 ) — Revenue recognized for performance obligations that will no longer commence (8,607 ) — Contract liabilities, end of period $ 1,583 $ 32,164 | The following table presents changes in accounts receivable, unbilled receivables and contract liabilities accounted for under Topic 606 for the periods presented (in thousands): Years Ended June 30, 2022 2021 Accounts receivable Accounts receivable, beginning of year $ — $ 83 Amounts billed 54,611 25,682 Payments received (54,611 ) (25,765 ) Accounts receivable, end of year $ — $ — Unbilled receivables Unbilled receivables, beginning of year $ 7,582 $ 2,858 Billable amounts 56,816 30,406 Amounts billed (54,354 ) (25,682 ) Unbilled receivables, end of year $ 10,044 $ 7,582 Contract liabilities Contract liabilities, beginning of year $ 14,677 $ 19,108 Revenue recognized (3,777 ) (4,798 ) Payments received 20,000 367 Contract liabilities, end of year $ 30,900 $ 14,677 | ||
Schedule of Income (Loss) Per Share, Basic and Diluted | The following table presents the calculation of net loss used to calculate basic loss and diluted loss per share (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Net loss – basic $ (15,438 ) $ (8,725 ) $ (21,809 ) $ (38,391 ) Change in fair value of warrant liability — — — (8,046 ) Net loss – diluted $ (15,438 ) $ (8,725 ) $ (21,809 ) $ (46,437 ) | The following table presents the calculation of net loss used to calculate basic and diluted loss per share for the periods presented (in thousands): Years Ended June 30, 2022 2021 2020 Net loss—basic $ (54,454 ) $ (41,314 ) $ (47,173 ) Change in fair value of warrant liability (8,046 ) (27,394 ) — Net loss—diluted $ (62,500 ) $ (68,708 ) $ (47,173 ) | ||
Calculation of Weighted Average Shares Used to Calculate Basic and Diluted (Loss) Earnings Per Share | Share used in calculating net loss per share was determined as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Weighted average shares used in calculating basic net loss per share 6,663 6,653 6,663 6,080 Effect of potentially dilutive common shares from equity awards and liability-classified warrants — — — 44 Weighted average shares used in calculating diluted net loss per share 6,663 6,653 6,663 6,124 | Shares used in calculating net loss per share for the periods presented was determined as follows (in thousands): Years Ended June 30, 2022 2021 2020 Weighted average shares used in calculating basic net loss per share 6,224 5,626 4,554 Effect of potentially dilutive common shares from equity awards and liability-classified warrants 33 98 — Weighted average shares used in calculating diluted net loss per share 6,257 5,724 4,554 | ||
Antidilutive Securities | The following table presents weighted average potentially dilutive shares that have been excluded from the calculation of net loss per share because of their anti-dilutive effect (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Stock options 1,258 1,020 1,340 1,029 Warrants 905 11 837 12 Restricted stock units — 803 — 268 Total anti-dilutive shares 2,163 1,834 2,177 1,309 | The following potentially dilutive shares have been excluded from the calculation of net loss per share for the periods presented because of their anti-dilutive effect (in thousands): Years Ended June 30, 2022 2021 2020 Stock options 1,024 794 552 Warrants 402 201 803 Restricted stock units 11 21 — Total anti-dilutive shares 1,437 1,016 1,355 | ||
Infinity Pharmaceuticals Inc [Member] | ||||
Property and Equipment, Depreciated Periods | Property and equipment are depreciated over the following periods: Computer equipment and software 3 to 5 years Leasehold improvements Shorter of lease term or useful life of asset Furniture and fixtures 7 to 10 years | |||
Antidilutive Securities | The following outstanding shares of common stock equivalents were excluded from the computation of net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive: At March 31, 2023 2022 Stock options 14,199,758 14,538,334 Non-vested restricted stock units 2,929,149 50,000 | The following outstanding shares of common stock equivalents were excluded from the computation of net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive: At December 31, 2022 2021 Stock options 14,663,697 12,689,439 Non-vested 2,939,816 50,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | ||
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 for the periods presented: March 3 June 30, Risk-free interest rate 4.6 % 2.8 % Expected life (years) 0.1 0.9 Expected volatility 91.5 % 139.4 % Dividend yield 0.0 % 0.0 % Black-Scholes Fair Value $ — $ 0.10 | To calculate the fair value of the warrant liability, the following assumptions were used for the periods presented: June 30, 2022 2021 Risk-free interest rate 2.8 % 0.2 % Expected life (years) 0.9 1.9 Expected volatility 139.4 % 88.5 % Dividend yield 0.0 % 0.0 % Black-Scholes fair value $ 2.00 $ 27.80 |
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 nine months ended March 31, 2023 and 2022 (in thousands): Fair Value of Warrants Using 202 3 202 2 Balance at July 1, $ 1,603 $ 22,355 Change in estimated fair value of liability classified warrants (1,603 ) (20,819 ) Balance at March $ — $ 1,536 | The following table sets forth a summary of changes in the estimated fair value of our Level 3 warrant liability for the years ended June 30, 2022 and 2021 (in thousands): Fair Value of Warrants 2022 2021 Balance at July 1, $ 22,355 $ 40,483 Reclassification of warrant liability to equity upon exercise of warrants — (6 ) Change in estimated fair value of liability classified warrants (20,752 ) (18,122 ) Balance at June 30, $ 1,603 $ 22,355 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Abstract] | ||
Schedule of Income (Loss) Per Share, Basic and Diluted | The following table presents the calculation of net loss used to calculate basic loss and diluted loss per share (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Net loss – basic $ (15,438 ) $ (8,725 ) $ (21,809 ) $ (38,391 ) Change in fair value of warrant liability — — — (8,046 ) Net loss – diluted $ (15,438 ) $ (8,725 ) $ (21,809 ) $ (46,437 ) | The following table presents the calculation of net loss used to calculate basic and diluted loss per share for the periods presented (in thousands): Years Ended June 30, 2022 2021 2020 Net loss—basic $ (54,454 ) $ (41,314 ) $ (47,173 ) Change in fair value of warrant liability (8,046 ) (27,394 ) — Net loss—diluted $ (62,500 ) $ (68,708 ) $ (47,173 ) |
Calculation of Weighted Average Shares Used to Calculate Basic and Diluted Income (Loss) Earnings Per Share | Share used in calculating net loss per share was determined as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Weighted average shares used in calculating basic net loss per share 6,663 6,653 6,663 6,080 Effect of potentially dilutive common shares from equity awards and liability-classified warrants — — — 44 Weighted average shares used in calculating diluted net loss per share 6,663 6,653 6,663 6,124 | Shares used in calculating net loss per share for the periods presented was determined as follows (in thousands): Years Ended June 30, 2022 2021 2020 Weighted average shares used in calculating basic net loss per share 6,224 5,626 4,554 Effect of potentially dilutive common shares from equity awards and liability-classified warrants 33 98 — Weighted average shares used in calculating diluted net loss per share 6,257 5,724 4,554 |
Antidilutive Securities | The following table presents weighted average potentially dilutive shares that have been excluded from the calculation of net loss per share because of their anti-dilutive effect (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Stock options 1,258 1,020 1,340 1,029 Warrants 905 11 837 12 Restricted stock units — 803 — 268 Total anti-dilutive shares 2,163 1,834 2,177 1,309 | The following potentially dilutive shares have been excluded from the calculation of net loss per share for the periods presented because of their anti-dilutive effect (in thousands): Years Ended June 30, 2022 2021 2020 Stock options 1,024 794 552 Warrants 402 201 803 Restricted stock units 11 21 — Total anti-dilutive shares 1,437 1,016 1,355 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | |
Schedule of Future Minimum Lease Payments | The following is a schedule of the future minimum lease payments under the Lease Agreements, reconciled to the operating lease liability, as of March 31, 2023 (in thousands): March 31, Remainder of fiscal year ending June 30, 2023 $ 566 Years ending June 30, 2024 2,335 2025 1,913 2026 2,477 2027 2,551 2028 2,715 Thereafter 4,386 Total lease payments 16,943 Less: Present value discount (3,891 ) Total operating lease liability $ 13,052 Balance Sheet Classification – Operating Leases Operating lease liability $ 1,385 Operating lease liability, long-term 11,667 Total operating lease liability $ 13,052 Other Balance Sheet Information – Operating Leases Weighted average remaining lease term (in years) 6.7 Weighted average discount rate 7.50 % | The following is a schedule of the future minimum rental payments for our operating leases, reconciled to the lease liability as of June 30, 2022 (in thousands): June 30, Years ending June 30, 2023 $ 1,565 2024 1,612 2025 1,168 2026 1,710 2027 1,761 Thereafter 5,090 Total lease payments 12,906 Less: Present value discount (3,264 ) Total operating lease liability $ 9,642 Balance Sheet Classification—Operating Leases Operating lease liability $ 871 Operating lease liability, long-term 8,771 Total operating lease liability $ 9,642 Other Balance Sheet Information—Operating Leases Weighted average remaining lease term (in years) 7.4 Weighted average discount rate 7.50 % | |
Infinity Pharmaceuticals Inc [Member] | |||
Summary of Leases | The following is a summary of our current lease included in the respective balance sheet classifications: December 31, 2022 2021 (in thousands) Assets Operating lease right-of-use $ 697 $ 1,064 Liabilities Accrued expenses and other current liabilities $ 593 $ 519 Operating lease liability 324 917 Total lease liabilities $ 917 $ 1,436 | ||
Schedule of Future Minimum Lease Payments | As of December 31, 2022, future minimum lease payments of our operating lease liabilities are as follows: Operating Leases (in thousands) 2023 $ 658 2024 334 Total future minimum lease payments 992 Less: imputed interest (75 ) Total lease liability $ 917 |
Leases (Tables)
Leases (Tables) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Jun. 30, 2022 | |
Disclosure Text Block [Abstract] | ||
Schedule of Future Minimum Rental Payments | The following is a schedule of the future minimum lease payments under the Lease Agreements, reconciled to the operating lease liability, as of March 31, 2023 (in thousands): March 31, Remainder of fiscal year ending June 30, 2023 $ 566 Years ending June 30, 2024 2,335 2025 1,913 2026 2,477 2027 2,551 2028 2,715 Thereafter 4,386 Total lease payments 16,943 Less: Present value discount (3,891 ) Total operating lease liability $ 13,052 Balance Sheet Classification – Operating Leases Operating lease liability $ 1,385 Operating lease liability, long-term 11,667 Total operating lease liability $ 13,052 Other Balance Sheet Information – Operating Leases Weighted average remaining lease term (in years) 6.7 Weighted average discount rate 7.50 % | The following is a schedule of the future minimum rental payments for our operating leases, reconciled to the lease liability as of June 30, 2022 (in thousands): June 30, Years ending June 30, 2023 $ 1,565 2024 1,612 2025 1,168 2026 1,710 2027 1,761 Thereafter 5,090 Total lease payments 12,906 Less: Present value discount (3,264 ) Total operating lease liability $ 9,642 Balance Sheet Classification—Operating Leases Operating lease liability $ 871 Operating lease liability, long-term 8,771 Total operating lease liability $ 9,642 Other Balance Sheet Information—Operating Leases Weighted average remaining lease term (in years) 7.4 Weighted average discount rate 7.50 % |
Schedule of Total Operating Costs | The total operating lease costs and supplemental cash flow information related to our operating leases were as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Operating lease expense $ 609 $ 377 $ 1,826 $ 1,130 Operating cash flows from operating leases $ 567 $ 380 $ 1,700 $ 1,139 | The total operating lease costs for the Lease Agreement were as follows for the periods presented (in thousands): Years Ended June 30, 2022 2021 2020 Operating lease cost $ 1,583 $ 1,507 $ 692 |
Schedule of Supplemental Cash Flow Information Related to Operating Leases | Supplemental cash flow information related to our operating leases was as follows for the periods presented (in thousands): Years Ended June 30, 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,519 $ 983 $ — Right-of-use $ 2,189 $ 8,689 $ — |
Share-based Compensation (Table
Share-based Compensation (Tables) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | |
Share-Based Compensation Expense for Stock Awards | Total share-based compensation expense for all stock awards consisted of the following for the periods presented (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Research and development $ 374 $ 1,118 $ 1,224 $ 2,398 General and administrative 544 1,719 2,066 5,302 Total share-based compensation expense $ 918 $ 2,837 $ 3,290 $ 7,700 | Total share-based compensation expense for all stock awards consists of the following, in thousands: Years Ended June 30, 2022 2021 2020 Research and development $ 2,610 $ 4,144 $ 2,777 General and administrative 5,740 6,101 4,024 Total share-based compensation $ 8,350 $ 10,245 $ 6,801 | ||
Summary of Stock Option Activity and Related Data | A summary of our stock option activity and related data follows: Number of Weighted- Weighted Aggregate Outstanding at June 30, 2022 996,700 $ 57.00 Granted 462,201 10.66 Expired (7,834 ) 52.62 Forfeited/Cancelled (198,136 ) 40.37 Outstanding at March 31, 2023 1,252,931 42.56 7.5 $ — Vested and exercisable at March 31, 2023 664,330 56.70 6.2 $ — | A summary of our stock option activity and related data follows: Number of Weighted-Average Weighted-Average Aggregate Outstanding at June 30, 2021 833,427 $ 60.20 Granted 356,237 $ 51.40 Exercised (17,428 ) $ 32.80 Forfeited (175,536 ) $ 63.00 Outstanding at June 30, 2022 996,700 $ 57.00 7.4 $ 50,600 Vested and exercisable at June 30, 2022 542,232 $ 59.00 6.2 $ — | ||
Fair Value of Stock Options Weighted-Average Assumptions Used | the following weighted average assumptions were used for the periods presented: Nine Months Ended 2023 2022 Risk-free interest rate 2.9 % 1.2 % Expected life (years) 6.0 6.0 Expected volatility 84.1 % 68.8 % Dividend yield 0.0 % 0.0 % Weighted average grant date fair value $ 7.71 $ 33.00 | 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, 2022 2021 2020 Risk-free interest rate 1.3 % 0.5 % 1.7 % Expected life (years) 6.0 6.0 6.0 Expected volatility 69.6 % 80.1 % 74.1 % Dividend yield 0.0 % 0.0 % 0.0 % Weighted-average grant date fair value $ 31.40 $ 46.00 $ 32.80 | ||
Summary of RSU activity | A summary of our RSU activity and related data for the nine months ended March 31, 2023 was as follows: Number of Weighted Average Non-vested 9,220 $ 69.80 Vested (9,220 ) $ 69.80 Non-vested — $ — | A summary of our RSU activity and related data follows: Number of Weighted-Average Non-vested 20,033 $ 69.80 Vested (6,500 ) $ 69.80 Forfeited (4,313 ) $ 69.80 Non-vested 9,220 $ 69.80 | ||
Infinity Pharmaceuticals Inc [Member] | ||||
Share-Based Compensation Expense for Stock Awards | Total stock-based compensation expense related to all equity awards for the three months ended March 31, 2023 and 2022 was composed of the following: Three Months 2023 2022 (in thousands) Research and development $ 403 $ 275 General and administrative 1,371 592 Total stock-based compensation expense $ 1,774 $ 867 | Total stock-based compensation expense related to all equity awards was comprised of the following: Year Ended December 31, 2022 2021 Research and development $ 1,291 $ 830 General and administrative 2,330 1,865 Total stock-based compensation expense $ 3,621 $ 2,695 | ||
Fair Value of Stock Options Weighted-Average Assumptions Used | For the three months ended March 31, 2023 and 2022, the fair values were estimated using the Black-Scholes valuation model using the following weighted-average assumptions: Three Months Ended 2023 2022 Risk-free interest rate — 1.6% Expected annual dividend yield — — Expected stock price volatility — 106.2% Expected term of options — 6.0 years | We estimate the fair value of stock options at the date of grant using the Black-Scholes valuation model with the following weighted-average assumptions: Risk-free interest rate 2.1 % 0.9 % Expected annual dividend yield — — Expected stock price volatility 105.0 % 106.3 % Expected term of options 5.9 years 5.9 | ||
Summary of Stock Option Activity | A summary of our stock option activity for the year ended December 31, 2022 is as follows: Stock Options Weighted- Weighted- Aggregate Outstanding at January 1, 2022 12,689,439 $ 3.53 Granted 2,886,324 1.36 Exercised (17,708 ) 0.83 Forfeited (238,129 ) 1.46 Expired (656,229 ) 8.30 Outstanding at December 31, 2022 14,663,697 $ 2.93 6.3 $ — Exercisable at December 31, 2022 10,903,188 $ 3.33 5.6 $ — | |||
Summary of RSU Activity | A summary of our RSU activity for the year ended December 31, 2022 is as follows: Weighted-Average Outstanding, non-vested 50,000 $ 2.93 Granted 2,950,483 1.08 Vested (50,000 ) 2.93 Forfeited (10,667 ) 1.08 Outstanding, non-vested 2,939,816 $ 1.08 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Infinity Pharmaceuticals Inc [Member] | ||
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following: March 31, December 31, (in thousands) Prepaid expenses $ 2,036 $ 1,429 Other current assets 590 560 Total prepaid expenses and other current assets $ 2,626 $ 1,989 | Prepaid expenses and other current assets consist of the following: Prepaid expenses $ 1,429 $ 1,143 Other current assets 560 399 Total prepaid expenses and other current assets $ 1,989 $ 1,542 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended | |
Dec. 31, 2022 | Jun. 30, 2022 | |
Pre-Tax loss Information | Pre-tax Years Ended June 30, 2022 2021 2020 Domestic $ (54,454 ) $ (41,306 ) $ (47,172 ) Foreign — — — Pre-tax $ (54,454 ) $ (41,306 ) $ (47,172 ) | |
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, 2022 2021 2020 $ % $ % $ % Tax benefit at U.S. statutory rates $ 11,435 21 % $ 8,674 21 % $ 9,906 21 % State tax 191 0 % (99 ) 0 % 9 0 % Warrant liability costs 4,358 8 % 3,806 9 % (4,803 ) (10 )% Equity compensation (71 ) 0 % (6 ) 0 % (2 ) 0 % Increase in valuation allowance (15,473 ) (28 )% (10,536 ) (26 )% (4,473 ) (10 )% Other (440 ) (1 )% (1,847 ) (4 )% (638 ) (1 )% $ 0 0 % $ (8 ) 0 % $ (1 ) 0 % | |
Deferred Tax Liabilities and Assets | Deferred tax liabilities and assets are comprised of the following (in thousands): June 30, 2022 2021 Deferred tax assets (liabilities): Deferred revenue $ 20,362 $ 16,637 Fixed and intangible assets 13,283 15,924 Share-based payments 4,869 4,182 Tax losses carried forward 29,581 16,104 Compensation accruals 927 727 Consultant and other accruals 25 22 Right-of-use (1,932 ) (1,633 ) Lease liabilities 2,057 1,742 Charitable contributions 7 1 Total deferred tax assets (liabilities) 69,179 53,706 Valuation allowance for deferred tax assets (69,179 ) (53,706 ) Net deferred tax assets and liabilities $ — $ — | |
Infinity Pharmaceuticals Inc [Member] | ||
Reconciliation of Income Taxes Computed at U.S Federal Statutory Tax Rates to Income Tax Expense | Our income tax expense for the years ended December 31, 2022 and 2021 differed from the expected U.S. federal statutory income tax expense as set forth below: Years Ended December 31, 2022 2021 (in thousands) Expected federal tax benefit $ (9,317 ) $ (9,505 ) Permanent differences 215 191 State taxes, net of the deferred federal benefit (1,986 ) (3,024 ) Tax credit carryforwards (1,533 ) (1,416 ) Adjustments to deferred tax assets and deferred tax liabilities 560 226 Other 15 (93 ) Change in valuation allowance 12,046 13,621 Income tax expense (benefit) $ — $ — | |
Deferred Tax Liabilities and Assets | The significant components of our deferred tax assets and liabilities are as follows: Years Ended December 31, 2022 2021 (in thousands) Deferred tax assets (liabilities): Net operating loss carryforwards $ 170,880 $ 164,969 Tax credit carryforwards 45,270 44,302 Intangible assets 13,212 15,151 Capitalized research and development costs 8,104 — Accrued expenses 655 1,255 Stock-based compensation 5,183 5,109 Sale of future royalties 13,212 13,557 Other (105 ) 22 Valuation allowance (256,411 ) (244,365 ) Net deferred tax assets (liabilities) $ — $ — |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended | |
Dec. 31, 2022 | Jun. 30, 2022 | |
Schedule of Property and Equipment | Property and equipment consisted of the following, in thousands: June 30, 2022 2021 Furniture and equipment $ 1,254 $ 896 Leasehold improvements 1,054 941 2,308 1,837 Less: accumulated depreciation (648 ) (330 ) Property and equipment, net $ 1,660 $ 1,507 | |
Infinity Pharmaceuticals Inc [Member] | ||
Schedule of Property and Equipment | Property and equipment consist of the following: December 31, 2022 2021 (in thousands) Computer equipment and software $ 1,921 $ 1,904 Furniture and fixtures 446 446 Leasehold improvements 1,743 1,743 4,110 4,093 Less accumulated depreciation (3,310 ) (2,852 ) $ 800 $ 1,241 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Liabilities | Accrued liabilities consisted of the following, in thousands: June 30, 2022 2021 Accrued pre-clinical $ 5,264 $ 4,004 Accrued compensation and benefits 4,346 3,513 Accrued legal and professional services expenses 1,036 813 Other 174 72 Total accrued liabilities $ 10,820 $ 8,402 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | |
Schedule of Accrued Liabilities [Table Text Block] | Accrued liabilities consisted of the following, in thousands: June 30, 2022 2021 Accrued pre-clinical $ 5,264 $ 4,004 Accrued compensation and benefits 4,346 3,513 Accrued legal and professional services expenses 1,036 813 Other 174 72 Total accrued liabilities $ 10,820 $ 8,402 | ||
Infinity Pharmaceuticals Inc [Member] | |||
Schedule of Accrued Liabilities [Table Text Block] | Accrued expenses and other current liabilities consisted of the following: March 31, December 31, (in thousands) Accrued clinical $ 3,881 $ 4,290 Accrued compensation and benefits 1,204 605 Accrued restructuring costs 841 — Accrued development 407 335 Accrued consulting 321 742 Accrued professional services 288 785 Liability related to sale of future royalties, net, current portion 1,307 1,218 Operating lease liability, current portion 613 593 Other 492 655 Total accrued expenses and other current liabilities $ 9,354 $ 9,223 | Accrued expenses and other current liabilities consisted of the following: December 31, 2022 2021 (in thousands) Accrued clinical $ 4,290 $ 4,998 Accrued professional services 785 88 Accrued consulting 742 475 Accrued compensation and benefits 605 2,835 Accrued development 335 755 Liability related to sale of future royalties, net, current portion 1,218 897 Operating lease liability, current portion 593 519 Other 655 413 Total accrued expenses $ 9,223 $ 10,980 |
Liabilities Related to Sale o_2
Liabilities Related to Sale of Future Royalties (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Infinity Pharmaceuticals Inc [Member] | ||
Schedule of Liability Related to Future Sale of Royalties | The following table shows the activity within the liability account for the three months ended March 31, 2023: March 31, 2023 (in thousands) Liability related to sale of future royalties, net - beginning balance $ 26,818 Non-cash royalty revenue (387 ) Non-cash interest expense recognized 38 Liability related to sale of future royalties, net - ending balance 26,469 Less: current portion (1,307 ) Liability related to sale of future royalties, net, less current portion $ 25,162 The following table shows the activity within the liability account for the three months ended March 31, 2023: March 31, 2023 (in thousands) Liability related to sale of future royalties, net - beginning balance $ 21,613 Non-cash interest expense recognized 7 Liability related to sale of future royalties, net - ending balance $ 21,620 | The following table shows the activity within the liability account for the years ended December 31, 2022 and 2021: December 31, 2022 2021 (in thousands) Liability related to sale of future royalties - beginning balance $ 28,038 $ 28,869 Non-cash (1,373 ) (984 ) Non-cash 153 153 Liability related to sale of future royalties, net - ending balance $ 26,818 $ 28,038 Less: current portion (1,218 ) (897 ) Liability related to sale of future royalties, net, less current portion $ 25,600 $ 27,141 The following table shows the activity within the liability account for the years ended December 31, 2022 and 2021: December 31, 2022 2021 (in thousands) Liability related to sale of future royalties - beginning balance $ 21,586 $ 21,559 Non-cash 27 27 Liability related to sale of future royalties, net - ending balance $ 21,613 $ 21,586 |
Strategic Agreements (Tables)
Strategic Agreements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Infinity Pharmaceuticals Inc [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Summary of Payments Made to Counterparty, Multiplier | We have the right to extinguish the Interim Obligation by payment to Takeda of an amount equal to (i) the $6.7 million payment multiplied by the multiple set forth in the table below corresponding to the time period in which such extinguishing payment is made, minus (ii) any payments made to Takeda pursuant to the Interim Obligation: Time Period Multiple From the Takeda Amendment Effective Date until June 30, 2022 145 % From July 1, 2022 through June 30, 2023 155 % From July 1, 2023 through June 30, 2024 165 % From July 1, 2024 through June 30, 2025 175 % |
Strategic Restructuring - (Tabl
Strategic Restructuring - (Table) | 3 Months Ended |
Mar. 31, 2023 | |
Infinity Pharmaceuticals Inc [Member] | |
Statement [Table] | |
Restructuring and Related Costs [Table Text Block] | The following table summarizes the financial impact of the restructuring activities on our operating expenses and cash flows for the three months ended March 31, 2023 and the current liability remaining on our balance sheet as of March 31, 2023: Charges Amounts Less non-cash Accrued (in thousands) Employee severance, benefits and related taxes $ 899 $ 58 $ — $ 841 Stock-based compensation 821 — 821 — Total restructuring $ 1,720 $ 58 $ 821 $ 841 |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | |
Accumulated deficit | $ (395,968) | $ (395,968) | $ (396,000) | $ (374,159) | $ (319,705) | ||||
Net cash provided by (used in) operating activities | (41,182) | $ (33,242) | $ (48,746) | $ (31,964) | $ 34,258 | ||||
Infinity Pharmaceuticals Inc [Member] | |||||||||
Cash, cash equivalents, and available-for-sale securities | 25,700 | 25,700 | 38,300 | ||||||
Accumulated deficit | (866,997) | $ (866,997) | (855,952) | $ (811,583) | |||||
Net cash provided by (used in) operating activities | $ (12,576) | $ (13,535) | $ (42,431) | $ (40,618) |
The Company and Summary of Si_4
The Company and Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Feb. 22, 2023 | Mar. 31, 2023 USD ($) Segment shares | Mar. 31, 2022 USD ($) shares | Dec. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) shares | Mar. 31, 2022 USD ($) shares | Dec. 31, 2022 USD ($) segment institution issuer award | Jun. 30, 2022 USD ($) Segment shares | Dec. 31, 2021 USD ($) | Jun. 30, 2021 USD ($) Segment shares | Jun. 30, 2020 USD ($) shares | Sep. 30, 2022 USD ($) | |
Targeted or Tracking Stock, Stock [Line Items] | ||||||||||||
Reduction of workforce | 27% | |||||||||||
Severance benefits, and related costs | $ 2,400,000 | |||||||||||
Unrecognized tax benefits | $ 0 | $ 0 | ||||||||||
Accumulated deficit | $ (395,968,000) | (396,000,000) | $ (395,968,000) | $ (396,000,000) | (374,159,000) | (319,705,000) | ||||||
Cash And Cash Equivalents,Short Term Investments And Common Stock Proceeds Receivable | 112,000,000 | 112,000,000 | 153,300,000 | |||||||||
Deferred Revenue, Revenue Recognized | 66,100,000 | 95,400,000 | 79,200,000 | |||||||||
Short-term investments | $ 103,224,000 | 103,200,000 | $ 103,224,000 | 103,200,000 | 137,512,000 | 144,883,000 | $ 137,500,000 | |||||
Unbilled receivables | $ 10,000,000 | $ 7,600,000 | ||||||||||
Common stock subject to repurchase or forfeiture | shares | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Changes in unrecognized tax position | An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. | |||||||||||
Number of operating segments | Segment | 1 | 1 | ||||||||||
Net cash provided by (used in) operating activities | $ 41,182,000 | $ 33,242,000 | $ 48,746,000 | $ 31,964,000 | $ (34,258,000) | |||||||
Research and Development | ||||||||||||
Targeted or Tracking Stock, Stock [Line Items] | ||||||||||||
Severance benefits, and related costs | 1,800,000 | |||||||||||
General and Administrative Expense Member | ||||||||||||
Targeted or Tracking Stock, Stock [Line Items] | ||||||||||||
Severance benefits, and related costs | $ 600,000 | |||||||||||
Pass Through Services [Member] | ||||||||||||
Targeted or Tracking Stock, Stock [Line Items] | ||||||||||||
Percentage of reimbursement of pass through costs as revenue | 100% | |||||||||||
US License | ||||||||||||
Targeted or Tracking Stock, Stock [Line Items] | ||||||||||||
Deferred Revenue, Revenue Recognized | $ 64,500,000 | 64,500,000 | ||||||||||
Development Services Performance Obligations | ||||||||||||
Targeted or Tracking Stock, Stock [Line Items] | ||||||||||||
Deferred Revenue, Revenue Recognized | 1,600,000 | $ 30,900,000 | $ 14,700,000 | |||||||||
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 | |||||||||||
Infinity Pharmaceuticals Inc [Member] | ||||||||||||
Targeted or Tracking Stock, Stock [Line Items] | ||||||||||||
Reduction of workforce | 13% | |||||||||||
Unrecognized tax benefits | 0 | 0 | $ 0 | |||||||||
Accumulated deficit | $ (866,997,000) | (855,952,000) | (866,997,000) | $ (855,952,000) | (811,583,000) | |||||||
Number of operating segments | 1 | 1 | ||||||||||
Cash, cash equivalents, and available-for-sale securities | $ 25,700,000 | $ 38,300,000 | $ 25,700,000 | $ 38,300,000 | ||||||||
Net cash provided by (used in) operating activities | $ 12,576,000 | $ 13,535,000 | $ 42,431,000 | $ 40,618,000 | ||||||||
Number of major financial institutions | institution | 2 | |||||||||||
Number of issuers of investments | issuer | 1 | |||||||||||
Number of awards with market conditions | award | 0 | |||||||||||
Reclassifications out of accumulated other comprehensive income (loss) | $ 0 |
The Company and Summary of Si_5
The Company and Summary of Significant Accounting Policies - Revenue Associated With The Following license agreements (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Recognized Revenue Associated with The Following License Agreements [Line Items] | |||||||
Revenues | $ 5,894 | $ 9,694 | $ 47,359 | $ 29,283 | $ 40,697 | $ 34,796 | $ 27,756 |
KKC Agreements [Member] | |||||||
Recognized Revenue Associated with The Following License Agreements [Line Items] | |||||||
Revenues | 40,697 | 34,356 | 26,386 | ||||
Helsinn License Agreement [Member] | |||||||
Recognized Revenue Associated with The Following License Agreements [Line Items] | |||||||
Revenues | 0 | 440 | 1,370 | ||||
Services Performed Over Time [Member] | |||||||
Recognized Revenue Associated with The Following License Agreements [Line Items] | |||||||
Revenues | 5,598 | 9,694 | 46,430 | 26,970 | |||
Pass through services at a point in time [Member] | |||||||
Recognized Revenue Associated with The Following License Agreements [Line Items] | |||||||
Revenues | $ 296 | $ 0 | $ 929 | $ 2,313 | |||
Pass through services at a point in time [Member] | Service | |||||||
Recognized Revenue Associated with The Following License Agreements [Line Items] | |||||||
Revenues | 3,393 | 3,494 | 0 | ||||
Pass through services at a point in time [Member] | License | |||||||
Recognized Revenue Associated with The Following License Agreements [Line Items] | |||||||
Revenues | 0 | 0 | 20,988 | ||||
Services performed over time [Member] | Service | |||||||
Recognized Revenue Associated with The Following License Agreements [Line Items] | |||||||
Revenues | $ 37,304 | $ 31,302 | $ 6,768 |
The Company and Summary of Si_6
The Company and Summary of Significant Accounting Policies - Schedule of Changes in Contract Assets and Contract Liabilities (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Contract with Customer Asset and Liability [Line Items] | ||||
Account receivables, beginning | $ 0 | $ 0 | $ 0 | $ 83 |
Amounts billed | 23,507 | 45,927 | 54,611 | 25,682 |
Payments received | (23,507) | (45,927) | (54,611) | (25,765) |
Accounts receivables, end | 0 | 0 | 0 | 0 |
Unbilled receivables, beginning | 10,044 | 7,582 | 7,582 | 2,858 |
Billable amounts | 18,043 | 46,791 | 56,816 | 30,406 |
Amounts billed | (23,507) | (45,927) | (54,354) | (25,682) |
Unbilled receivables, end | 4,580 | 8,446 | 10,044 | 7,582 |
Contract liabilities, beginning | 30,900 | 14,677 | 14,677 | 19,108 |
Payments received | 0 | 20,000 | 20,000 | 367 |
Revenue recognized | (4,145) | (2,513) | (3,777) | (4,798) |
Revenue recognized from change in estimate for performance obligations that are being closed | (16,565) | 0 | ||
Revenue recognized for performance obligations that will no longer commence | (8,607) | 0 | ||
Contract liabilities, end | $ 1,583 | $ 32,164 | $ 30,900 | $ 14,677 |
The Company and Summary of Si_7
The Company and Summary of Significant Accounting Policies - Schedule of Property and Equipment, Depreciated Periods (Detail) | 12 Months Ended | |
Dec. 31, 2022 | Jun. 30, 2022 | |
Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 7 years | |
Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 3 years | |
Computer equipment and software | Maximum | Infinity Pharmaceuticals Inc [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 5 years | |
Computer equipment and software | Minimum | Infinity Pharmaceuticals Inc [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 3 years | |
Furniture and fixtures | Maximum | Infinity Pharmaceuticals Inc [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 10 years | |
Furniture and fixtures | Minimum | Infinity Pharmaceuticals Inc [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 7 years |
Schedule of Assumptions Used to
Schedule of Assumptions Used to Calculate Fair Value of Warrant Liability (Detail) | Mar. 31, 2023 USD ($) yr | Jun. 30, 2022 USD ($) yr | Jun. 30, 2021 USD ($) yr |
Risk Free Interest Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 4.6 | 2.8 | 0.2 |
Expected life years | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | yr | 0.1 | 0.9 | 1.9 |
Expected volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 91.5 | 139.4 | 88.5 |
Dividend Yield | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | 0 |
Black-Scholes Fair Value | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | $ | 0 | 0.1 | 27.8 |
Black-Scholes Fair Value | Previously Reported [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 2 |
Schedule of Changes in Estimate
Schedule of Changes in Estimated Fair Value of Warrant Liability (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Fair value measurements Significant unobservable inputs [Line Items] | |||||||
Beginning balance | $ 1,603 | $ 22,355 | $ 22,355 | $ 40,483 | |||
Change in estimated fair value of liability classified warrants | $ 0 | $ (12,773) | (1,603) | (20,819) | (20,752) | (18,122) | $ 22,870 |
Ending balance | 0 | 0 | 1,603 | 22,355 | $ 40,483 | ||
Fair Value, Measurements, Recurring [Member] | Level 3 | |||||||
Fair value measurements Significant unobservable inputs [Line Items] | |||||||
Beginning balance | 1,603 | 22,355 | 22,355 | ||||
Reclassification of warrant liability to equity upon exercise of warrants | 0 | (6) | |||||
Change in estimated fair value of liability classified warrants | (1,603) | (20,819) | (20,752) | (18,122) | |||
Ending balance | $ 0 | $ 1,536 | $ 0 | $ 1,536 | $ 1,603 | $ 22,355 |
License Agreements - Additional
License Agreements - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | May 31, 2020 | |
Related Party Transaction [Line Items] | ||||||
Revenue recognized | $ (4,145) | $ (2,513) | $ (3,777) | $ (4,798) | ||
Kyowa Kirin Co | ||||||
Related Party Transaction [Line Items] | ||||||
Total upfront payment receivable for grant of rights | $ 100,000 | |||||
Kyowa Kirin Co | Potential Payments on Achievement of Development Regulatory and Commercial Milestones | Maximum | ||||||
Related Party Transaction [Line Items] | ||||||
Milestone payment receivable amount | 582,500 | |||||
Presage License Agreement | Presage Biosciences, Inc. | ||||||
Related Party Transaction [Line Items] | ||||||
Compensation payable for grant of rights | $ 4,900 | |||||
Payment for license | 2,900 | |||||
Presage License Agreement | Presage Biosciences, Inc. | Incremental Payment | ||||||
Related Party Transaction [Line Items] | ||||||
Compensation payable for grant of rights | 2,000 | |||||
Presage License Agreement | Presage Biosciences, Inc. | Potential Payments on Achievement of Development Regulatory and Commercial Milestones | ||||||
Related Party Transaction [Line Items] | ||||||
Milestone payment receivable amount | $ 179,000 | |||||
Kkc Agreements [Member] | Kyowa Kirin Co | ||||||
Related Party Transaction [Line Items] | ||||||
Upfront payment | 100,000 | 100,000 | ||||
Transaction price relating to the performance obligation | 217,000 | 191,500 | ||||
Expected milestone payment receivable | 20,000 | 20,000 | ||||
Estimated development cost sharing recovered through earnings | 91,800 | 66,300 | ||||
Deferred revenue | 5,200 | 5,200 | ||||
Revenue recognized | 16,600 | |||||
Revenue related to non-refundable payments for performance obligations | 8,600 | |||||
Kkc Agreements [Member] | Kyowa Kirin Co | Ex US License | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue recognized | 21,000 | 21,000 | ||||
License Obligation Account Transaction Price Allocated | 64,500 | 64,500 | ||||
Kkc Agreements [Member] | Kyowa Kirin Co | Development Services | ||||||
Related Party Transaction [Line Items] | ||||||
Contract with customer liability non current | 1,600 | 30,900 | $ 14,700 | |||
Kkc Agreements [Member] | Kyowa Kirin Co | Maximum | ||||||
Related Party Transaction [Line Items] | ||||||
Estimated development cost sharing recovered through earnings | $ 143,100 | $ 234,900 |
Other License Agreements - Addi
Other License Agreements - Additional Information (Detail) - Presage License Agreement - Presage Biosciences, Inc. $ in Millions | 1 Months Ended |
Sep. 30, 2017 USD ($) | |
Related Party Transaction [Line Items] | |
Compensation payable for grant of rights | $ 4.9 |
Payment for license | 2.9 |
Incremental Payment | |
Related Party Transaction [Line Items] | |
Compensation payable for grant of rights | 2 |
Potential Payments on Achievement of Development Regulatory and Commercial Milestones | |
Related Party Transaction [Line Items] | |
Milestone payment receivable amount | $ 179 |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Detail) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Potentially Dilutive Securities Outstanding [Line Items] | |||||||
Common stock subject to repurchase or forfeiture | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Schedule of Net Income (Loss) P
Schedule of Net Income (Loss) Per Share, Basic and Diluted (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Net loss - basic | $ (15,438) | $ (8,725) | $ (21,809) | $ (38,391) | $ (54,454) | $ (41,314) | $ (47,173) |
Change in fair value of warrant liability | 0 | 0 | 0 | (8,046) | (8,046) | (27,394) | 0 |
Net loss - diluted | $ (15,438) | $ (8,725) | $ (21,809) | $ (46,437) | $ (62,500) | $ (68,708) | $ (47,173) |
Calculation of Weighted Average
Calculation of Weighted Average Shares Used to Calculate Basic and Diluted Income (Loss) Earnings Per Share (Detail) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Weighted average shares used in calculating basic net loss per share | 6,663 | 6,653 | 6,663 | 6,080 | 6,224 | 5,626 | 4,554 |
Effect of potentially dilutive common shares from equity awards and liability-classified warrants | 0 | 0 | 0 | 44 | 33 | 98 | 0 |
Weighted average shares used in calculating diluted net loss per share | 6,663 | 6,653 | 6,663 | 6,124 | 6,257 | 5,724 | 4,554 |
Antidilutive Securities (Detail
Antidilutive Securities (Detail) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | |
Potentially Dilutive Securities Outstanding [Line Items] | |||||||||
Total anti-dilutive shares | 2,163,000 | 1,834,000 | 2,177,000 | 1,309,000 | 1,437 | 1,016 | 1,355 | ||
Stock options | |||||||||
Potentially Dilutive Securities Outstanding [Line Items] | |||||||||
Total anti-dilutive shares | 14,199,758 | 14,538,334 | 1,340,000 | 1,029,000 | 1,024 | 794 | 552 | ||
Stock options | Previously Reported [Member] | |||||||||
Potentially Dilutive Securities Outstanding [Line Items] | |||||||||
Total anti-dilutive shares | 1,258,000 | 1,020,000 | |||||||
Warrants | |||||||||
Potentially Dilutive Securities Outstanding [Line Items] | |||||||||
Total anti-dilutive shares | 905,000 | 11,000 | 837,000 | 12,000 | 402 | 201 | 803 | ||
Restricted stock units | |||||||||
Potentially Dilutive Securities Outstanding [Line Items] | |||||||||
Total anti-dilutive shares | 0 | 803,000 | 0 | 268,000 | 11 | 21 | 0 | ||
Restricted Stock | |||||||||
Potentially Dilutive Securities Outstanding [Line Items] | |||||||||
Total anti-dilutive shares | 2,929,149 | 50,000 | |||||||
Infinity Pharmaceuticals Inc [Member] | Stock options | |||||||||
Potentially Dilutive Securities Outstanding [Line Items] | |||||||||
Total anti-dilutive shares | 14,663,697 | 12,689,439 | |||||||
Infinity Pharmaceuticals Inc [Member] | Restricted Stock | |||||||||
Potentially Dilutive Securities Outstanding [Line Items] | |||||||||
Total anti-dilutive shares | 2,939,816 | 50,000 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Leases (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Assets | |||||
Operating lease right-of-use assets | $ 12,338 | $ 9,054 | $ 7,774 | ||
Liabilities | |||||
Accrued expenses and other current liabilities | 1,385 | 871 | 928 | ||
Operating lease liability | 11,667 | 8,771 | $ 7,370 | ||
Total lease liabilities | 13,052 | $ 9,642 | |||
Infinity Pharmaceuticals Inc [Member] | |||||
Assets | |||||
Operating lease right-of-use assets | 597 | $ 697 | $ 1,064 | ||
Liabilities | |||||
Accrued expenses and other current liabilities | 613 | 593 | 519 | ||
Operating lease liability | $ 164 | 324 | 917 | ||
Total lease liabilities | $ 917 | $ 1,436 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||||
2023 | $ 2,335 | $ 1,565 | ||
2024 | 1,913 | 1,612 | ||
Total future minimum lease payments | 16,943 | 12,906 | ||
Less: imputed interest | (3,891) | (3,264) | ||
Total lease liability | 13,052 | $ 9,642 | ||
Infinity Pharmaceuticals Inc [Member] | ||||
Leases [Abstract] | ||||
2023 | $ 658 | |||
2024 | 334 | |||
Total future minimum lease payments | $ 800 | 992 | ||
Less: imputed interest | (75) | |||
Total lease liability | $ 917 | $ 1,436 |
Commitments and Contingencies_3
Commitments and Contingencies - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 60 Months Ended | ||||||||||
May 09, 2022 $ / shares | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 30, 2021 USD ($) | Jul. 31, 2020 USD ($) | Jun. 30, 2020 USD ($) | Aug. 01, 2024 | Apr. 03, 2019 USD ($) ft² | Mar. 04, 2019 ft² | |
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||||||||||||
Minimum bid price per share | $ / shares | $ 1 | |||||||||||||
Minimum Threshold Price | $ / shares | $ 1 | |||||||||||||
Weighted average remaining lease term (in years) | 6 years 8 months 12 days | 6 years 8 months 12 days | 7 years 4 months 24 days | |||||||||||
Weighted average discount rate | 7.50% | 7.50% | 7.50% | |||||||||||
Operating lease cost | $ 609,000 | $ 377,000 | $ 1,826,000 | $ 1,130,000 | $ 1,583,000 | $ 1,507,000 | $ 692,000 | |||||||
Operating cash flows from operating leases | 567,000 | $ 380,000 | 1,700,000 | $ 1,139,000 | ||||||||||
Total future minimum lease payments | 16,943,000 | 16,943,000 | 12,906,000 | |||||||||||
Torreya partners | ||||||||||||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||||||||||||
Accrued payment for potential future payments | 0 | $ 0 | ||||||||||||
Transaction fee | 20% | |||||||||||||
Torreya partners | Maximum | ||||||||||||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||||||||||||
Business Combination, Consideration Transferred | $ 2,000,000 | |||||||||||||
General and administrative | Torreya partners | ||||||||||||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||||||||||||
Acquire shares of common stock grant date fair value | 500,000 | |||||||||||||
Presage License Agreement | ||||||||||||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||||||||||||
Accrued payment for potential future payments | 0 | 0 | $ 0 | |||||||||||
Infinity Pharmaceuticals Inc [Member] | ||||||||||||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||||||||||||
Lessee Operating Lease Option To Extend Term | 2 years | |||||||||||||
Weighted average remaining lease term (in years) | 1 year 7 months 6 days | 2 years 7 months 6 days | ||||||||||||
Weighted average discount rate | 10% | 10% | ||||||||||||
Operating lease cost | $ 700,000 | $ 700,000 | ||||||||||||
Operating cash flows from operating leases | 600,000 | 700,000 | ||||||||||||
Total future minimum lease payments | 800,000 | 800,000 | $ 992,000 | |||||||||||
Infinity Pharmaceuticals Inc [Member] | Massachusetts Avenue Cambridge Massachusetts Premises [Member] | ||||||||||||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||||||||||||
Area of premises leased under lease agreement | ft² | 10,097 | 10,097 | ||||||||||||
Lease term | 5 years | 5 years | ||||||||||||
Monthly base rent expense | $ 47,961 | |||||||||||||
Restricted Cash | $ 7,500 | $ 7,500 | 7,500 | |||||||||||
Leasehold Improvement, Landlord, Gross | $ 600,000 | |||||||||||||
Infinity Pharmaceuticals Inc [Member] | Financial Standby Letter of Credit [Member] | Massachusetts Avenue Cambridge Massachusetts Premises [Member] | ||||||||||||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||||||||||||
Security Deposit | $ 300,000 | |||||||||||||
Security Deposit Reduced Amount Under Lease Terms | $ 150,000 | |||||||||||||
Infinity Pharmaceuticals Inc [Member] | Forecast [Member] | Massachusetts Avenue Cambridge Massachusetts Premises [Member] | ||||||||||||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||||||||||||
Annual percentage increase of rent expense | 3% | 3% |
Leases - Additional Information
Leases - Additional Information (Detail) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jul. 31, 2022 USD ($) ft² Segment | Jul. 01, 2022 USD ($) | Jul. 31, 2020 ft² | |
Number of square feet under lease | ft² | 32,800 | ||||
Extended date | November 30, 2029 | November 2029 | |||
Lease expire date | Nov. 30, 2029 | Mar. 31, 2028 | |||
Operating lease liabilities, Total | $ 13,052 | $ 9,642 | |||
San Diego California [Member] | |||||
Operating lease liabilities, Total | $ 4,300 | ||||
Contractual obligation | $ 5,700 | ||||
Accounting Standards Update 2016-02 [Member] | |||||
Number of square feet under lease | ft² | 12,300 | ||||
Accounting Standards Update 2016-02 [Member] | San Diego California [Member] | |||||
Number of square feet under lease | Segment | 45,100 |
Schedule of Future Minimum Rent
Schedule of Future Minimum Rental Payments (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 |
Disclosure Text Block [Abstract] | |||
Remainder of fiscal year ending June 30, 2023 | $ 566 | ||
2024 | 2,335 | $ 1,565 | |
2025 | 1,913 | 1,612 | |
2026 | 2,477 | 1,168 | |
2027 | 2,551 | 1,710 | |
2028 | 2,715 | 1,761 | |
Thereafter | 4,386 | 5,090 | |
Total lease payments | 16,943 | 12,906 | |
Less: Present value discount | (3,891) | (3,264) | |
Total operating lease liability | 13,052 | 9,642 | |
Operating lease liabilities | 1,385 | 871 | $ 928 |
Operating lease liabilities, long-term | 11,667 | 8,771 | $ 7,370 |
Operating lease liabilities, Total | $ 13,052 | $ 9,642 | |
Weighted average remaining lease term (in years) | 6 years 8 months 12 days | 7 years 4 months 24 days | |
Weighted average discount rate | 7.50% | 7.50% |
Schedule of Total Operating Cos
Schedule of Total Operating Costs (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Leases [Abstract] | |||||||
Operating lease cost | $ 609 | $ 377 | $ 1,826 | $ 1,130 | $ 1,583 | $ 1,507 | $ 692 |
Operating cash flows from operating leases | $ 567 | $ 380 | $ 1,700 | $ 1,139 |
Short-Term Investments - Additi
Short-Term Investments - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 |
Schedule of Equity Method Investments [Line Items] | |||||
Short-term investments | $ 103,224 | $ 103,200 | $ 137,500 | $ 137,512 | $ 144,883 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | Nov. 10, 2020 | Nov. 08, 2017 | |
Class of Stock [Line Items] | ||||||||||||
Fair value of warrants | $ 0 | $ 0 | $ 1,603 | $ 22,355 | $ 40,483 | |||||||
Offering price per share | $ 52 | |||||||||||
Payments of Stock Issuance Costs | 0 | $ 3,672 | $ 3,652 | 64 | 3,731 | |||||||
Common stock Value Issued | $ 48,653 | 48,673 | $ 3,136 | $ 69,231 | ||||||||
Unsold Securities Shares and Warrants Under Agreement | $ 107,500 | 107,500 | ||||||||||
Aggregate Value of Securities Available Under Agreement | $ 123,400 | $ 123,400 | $ 123,400 | |||||||||
Number Of Warrants Exercised | 0 | 131,000 | 0 | |||||||||
Number Of Shares Issued On Warrant Exercise | 48,000 | |||||||||||
Change in fair value of warrant liability | $ 0 | $ 12,773 | $ 1,603 | $ 20,819 | $ 20,752 | $ 18,122 | $ (22,870) | |||||
Total authorized share capital | 226,100,000 | |||||||||||
Common stock, shares authorized | 226,000,000 | 226,000,000 | 226,000,000 | 226,000,000 | ||||||||
Common stock, par value | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.00 | ||||||||
Preferred stock, shares authorized | 100,000 | 100,000 | 100,000 | 100,000 | ||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||
Preferred stock, shares issued | 100,000 | |||||||||||
Common stock voting rights | one vote per share | |||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | ||||||||
Shelf registration expiration date | May 18, 2023 | |||||||||||
Warrant [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Fair value of warrants | $ 1,600 | |||||||||||
Exercise price | $ 50.8 | $ 50.8 | $ 50.8 | |||||||||
Warrants outstanding | 802,949,000 | 802,949,000 | 802,949 | |||||||||
Change in fair value of warrant liability | $ 0 | $ 1,600 | ||||||||||
Underwritten Registered Offering | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock share issued | 1,006,250 | 1,617,188 | ||||||||||
Offering price per share | $ 32 | |||||||||||
Proceeds from Issuance Initial Public Offering | $ 48,700 | $ 48,500 | ||||||||||
Payments of Stock Issuance Costs | 3,700 | $ 3,300 | ||||||||||
ATM Sales Agreement | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock share issued | 47,904 | 273,584 | ||||||||||
Common stock Value Issued | $ 3,100 | $ 20,700 | ||||||||||
Aggregate Value of Securities Available Under Agreement | $ 100 | $ 400 | ||||||||||
Two Thousand And Twenty At The Market Sale Agreement Member | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Aggregate value of securities available under shelf registration statement | 60,000 | 60,000 | ||||||||||
Maximum | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Sale of shares and warrants under agreement | 200,000 | 200,000 | ||||||||||
Maximum | ATM Sales Agreement | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Sale of shares under agreement | $ 30,000 | |||||||||||
Maximum | Two Thousand And Twenty At The Market Sale Agreement Member | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Sale of shares under agreement | $ 60,000 | $ 60,000 | $ 60,000 | $ 60,000 | ||||||||
Torreya Partners [Member] | Warrant [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Exercise price | $ 6.8 | $ 6.8 | ||||||||||
Warrants outstanding | 102,513,000 | 102,513,000 |
Share-based Compensation - Addi
Share-based Compensation - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 $ / shares | Dec. 31, 2022 USD ($) PERIOD $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) $ / shares shares | Jun. 30, 2020 USD ($) $ / shares | Jan. 31, 2023 shares | Jan. 01, 2022 shares | May 31, 2021 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Outstanding Options | 1,252,931,000 | 1,252,931,000 | 996,700,000 | 833,427,000 | ||||||||
Closing price of common stock | $ / shares | $ 12.2 | |||||||||||
Unrecognized compensation expense related to unvested stock options | $ | $ 3,900,000 | $ 3,900,000 | $ 6,600,000 | |||||||||
Expected weighted average period for recognition of compensation expense | 1 year 6 months | 1 year 8 months 12 days | ||||||||||
Expected annual dividend yield | 0% | 0% | 0% | 0% | 0% | |||||||
Weighted-average fair value per share of options granted (in dollars per share) | $ / shares | $ 7.71 | $ 33 | $ 31.4 | $ 46 | $ 32.8 | |||||||
Stock options granted, weighted average exercise price (in dollars per share) | $ / shares | $ 10.66 | $ 51.4 | ||||||||||
Infinity Pharmaceuticals Inc [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Outstanding Options | 14,663,697 | 12,689,439 | ||||||||||
Unrecognized compensation expense related to unvested stock options | $ | $ 6,000,000 | $ 6,000,000 | $ 8,100,000 | |||||||||
Expected weighted average period for recognition of compensation expense | 1 year 10 months 24 days | 2 years | ||||||||||
Expected annual dividend yield | 0% | 0% | ||||||||||
Weighted-average fair value per share of options granted (in dollars per share) | $ / shares | $ 1.26 | $ 1.1 | $ 2.69 | |||||||||
Aggregate intrinsic value | $ | $ 0 | $ 800,000 | ||||||||||
Related income tax benefits | $ | $ 0 | 0 | ||||||||||
Expense related to restructuring activities | $ | $ 1,720,000 | |||||||||||
Stock options granted (in shares) | 0 | 2,082,324 | ||||||||||
Stock options granted, weighted average exercise price (in dollars per share) | $ / shares | $ 1.54 | $ 1.36 | ||||||||||
Total stock-based compensation expense | $ | $ 1,774,000 | $ 867,000 | $ 3,621,000 | $ 2,695,000 | ||||||||
Infinity Pharmaceuticals Inc [Member] | Other Restructuring [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Expense related to restructuring activities | $ | $ 821,000 | |||||||||||
Employee Stock Option | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Outstanding Options | 996,700 | |||||||||||
Closing price of common stock | $ / shares | $ 4.58 | $ 4.58 | ||||||||||
Total fair value of options vested | $ | $ 9,000,000 | $ 6,400,000 | $ 5,400,000 | |||||||||
Employee Stock Option | Infinity Pharmaceuticals Inc [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Expected annual dividend yield | 0% | |||||||||||
Employee Stock Option | Directors | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 12 months | 12 months | ||||||||||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | 10 years | ||||||||||
Employee Stock Option | Employees | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock option vested percentage | 25% | 25% | ||||||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 36 months | 36 months | ||||||||||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | |||||||||||
Restricted Stock Units (RSUs) | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of common stock to be received for each RSUs | 1 | |||||||||||
Restricted Stock Units (RSUs) | Infinity Pharmaceuticals Inc [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
RSUs granted | 0 | 0 | ||||||||||
Total stock-based compensation expense | $ | $ 500,000 | $ 0 | ||||||||||
Stock Incentive Plan | Infinity Pharmaceuticals Inc [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock option vested percentage | 25% | |||||||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 3 years | |||||||||||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | |||||||||||
Percent of shares in each award vesting after three years | 75% | |||||||||||
Equity Incentive Plan Twenty Nineteen | Infinity Pharmaceuticals Inc [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Common stock authorized | 12,531,009 | |||||||||||
Shares available for future grant | 2,564,077 | |||||||||||
Number of additional shares available for future grant | 7,744,676 | |||||||||||
Stock Incentive Plan Twenty Ten | Infinity Pharmaceuticals Inc [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of additional shares available for future grant | 6,309,021 | |||||||||||
Employee Stock Purchase Plan Twenty Thirteen | Infinity Pharmaceuticals Inc [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Employee stock purchase plan share purchase offering period | 24 months | |||||||||||
Employee stock purchase plan number of purchase periods | PERIOD | 4 | |||||||||||
Employee stock purchase plan share purchase period | 6 months | |||||||||||
Percentage of common stock purchase price | 85% | |||||||||||
Number of common stock purchased (in shares) | 111,155 | 57,561 | ||||||||||
Proceeds from purchase of common stock | $ | $ 100,000 | $ 100,000 | ||||||||||
Restricted Stock | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
RSUs granted | 2,950,483 | |||||||||||
RSUs grant date fair value per unit | $ / shares | $ 1.08 | |||||||||||
Share based compensation by share based payment arrangement other than options unvested outstanding | 2,939,816 | 50,000 | ||||||||||
Fair value of RSU's vested | $ | $ (50,000) | |||||||||||
Forfeited (in shares) | (10,667) | |||||||||||
Unvested, Beginning of the period (in dollars per share) | $ / shares | $ 1.08 | $ 2.93 | $ 2.93 | |||||||||
Vested (in dollars per share) | $ / shares | 2.93 | |||||||||||
Forfeited (in dollars per share) | $ / shares | 1.08 | |||||||||||
Unvested, End of the period (in dollars per share) | $ / shares | $ 1.08 | $ 2.93 | ||||||||||
Restricted Stock | Infinity Pharmaceuticals Inc [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Fair value of RSU's vested | $ | $ 0 | |||||||||||
Vested (in shares) | 0 | |||||||||||
2008 Omnibus Plan | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Common stock authorized | 1,450,740,000 | 1,450,740,000 | ||||||||||
Shares available for future grant | 583,468,000 | 583,468,000 | 457,733,000 | |||||||||
Number of additional shares available for future grant | 400,000,000 | |||||||||||
2008 Omnibus Plan | Employee Stock Option | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Shares available for future grant | 1,153,116,000 | 1,153,116,000 | ||||||||||
Outstanding Options | 1,252,931,000 | 1,252,931,000 | 878,850 | |||||||||
2008 Omnibus Plan | Restricted Stock Units (RSUs) | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number Of Shares For Each Unit Of Restricted Stock | 1.25 | |||||||||||
Inducement Plan [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Common stock authorized | 125,000,000 | |||||||||||
Shares available for future grant | 25,185,000 | 25,185,000 | 7,150 | |||||||||
Inducement Plan [Member] | Employee Stock Option | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Shares available for future grant | 99,815,000 | 99,815,000 | ||||||||||
Outstanding Options | 117,850 |
Share-Based Compensation Expens
Share-Based Compensation Expense for Stock Awards (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||
Share-based compensation expense | $ 918 | $ 2,837 | $ 3,290 | $ 7,700 | $ 8,350 | $ 10,245 | $ 6,801 | ||
Research and Development | |||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||
Share-based compensation expense | 374 | 1,118 | 1,224 | 2,398 | 2,610 | 4,144 | 2,777 | ||
General and administrative | |||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||
Share-based compensation expense | 544 | 1,719 | $ 2,066 | $ 5,302 | $ 5,740 | $ 6,101 | $ 4,024 | ||
Infinity Pharmaceuticals Inc [Member] | |||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||
Share-based compensation expense | 1,774 | 867 | $ 3,621 | $ 2,695 | |||||
Stock-based compensation | 1,774 | 867 | 3,621 | 2,695 | |||||
Infinity Pharmaceuticals Inc [Member] | Research and Development | |||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||
Share-based compensation expense | 403 | 275 | |||||||
Stock-based compensation | 1,291 | 830 | |||||||
Infinity Pharmaceuticals Inc [Member] | General and administrative | |||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||||||
Share-based compensation expense | $ 1,371 | $ 592 | |||||||
Stock-based compensation | $ 2,330 | $ 1,865 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | |
Number of Options | ||||
Beginning Balance | 996,700,000 | 833,427,000 | ||
Granted | 462,201,000 | 356,237,000 | ||
Expired | (7,834,000) | |||
Exercised | (17,428,000) | |||
Forfeited / Cancelled | (198,136,000) | (175,536,000) | ||
Ending balance | 1,252,931,000 | 1,252,931,000 | 996,700,000 | |
Vested and exercisable at end of period | 664,330,000 | 664,330,000 | 542,232,000 | |
Weighted- Average Exercise Price | ||||
Beginning Balance | $ 57 | $ 60.2 | ||
Granted | 10.66 | 51.4 | ||
Expired | 52.62 | |||
Exercised | 32.8 | |||
Forfeited / Cancelled | 40.37 | 63 | ||
Ending balance | $ 42.56 | 42.56 | 57 | |
Vested and exercisable at end of period | $ 56.7 | $ 56.7 | $ 59 | |
Weighted Average Remaining Contractual Term (in years) | ||||
Outstanding at end of period | 7 years 6 months | 7 years 4 months 24 days | ||
Vested and exercisable at end of period | 6 years 2 months 12 days | 6 years 2 months 12 days | ||
Aggregate Intrinsic Value | ||||
Outstanding at end of period | $ 0 | $ 0 | $ 50,600 | |
Vested and exercisable at end of period | $ 0 | $ 0 | $ 0 | |
Infinity Pharmaceuticals Inc [Member] | ||||
Number of Options | ||||
Beginning Balance | 14,663,697 | 12,689,439 | ||
Granted | 2,886,324 | |||
Expired | (656,229) | |||
Exercised | (17,708) | |||
Forfeited / Cancelled | (238,129) | |||
Ending balance | 14,663,697 | |||
Vested and exercisable at end of period | 10,903,188 | |||
Weighted- Average Exercise Price | ||||
Beginning Balance | $ 2.93 | $ 3.53 | ||
Granted | $ 1.54 | 1.36 | ||
Expired | 8.3 | |||
Exercised | 0.83 | |||
Forfeited / Cancelled | 1.46 | |||
Ending balance | 2.93 | |||
Vested and exercisable at end of period | $ 3.33 | |||
Weighted Average Remaining Contractual Term (in years) | ||||
Outstanding at end of period | 6 years 3 months 18 days | |||
Vested and exercisable at end of period | 5 years 7 months 6 days |
Share-based Compensation - Summ
Share-based Compensation - Summary Of Fair Value of Stock Options Weighted-Average Assumptions Used (Detail) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Risk-free interest rate | 2.90% | 1.20% | 1.30% | 0.50% | 1.70% | ||||
Expected life (years) | 6 years | 6 years | 6 years | 6 years | 6 years | 6 years | |||
Expected volatility | 84.10% | 68.80% | 69.60% | 80.10% | 74.10% | ||||
Dividend yield | 0% | 0% | 0% | 0% | 0% | ||||
Weighted-average grant date fair value | $ 7.71 | $ 33 | $ 31.4 | $ 46 | $ 32.8 | ||||
Infinity Pharmaceuticals Inc [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Risk-free interest rate | 0% | 1.60% | 2.10% | 0.90% | |||||
Expected life (years) | 5 years 10 months 24 days | 5 years 10 months 24 days | |||||||
Expected volatility | 0% | 106.20% | 105% | 106.30% | |||||
Dividend yield | 0% | 0% | |||||||
Weighted-average grant date fair value | $ 1.26 | $ 1.1 | $ 2.69 |
Share Based Compensation - Summ
Share Based Compensation - Summary of RSU activity and related data (Detail) - $ / shares | 9 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | ||
Beginning balance | 9,220 | 20,033 |
Vested | (6,500) | |
Forfeited/Cancelled | (4,313) | |
Ending balance | 9,220 | |
Weighted average grant date fair value | ||
Beginning balance | $ 69.8 | $ 69.8 |
Vested | 69.8 | |
Forfeited/Cancelled | 69.8 | |
Ending balance | $ 69.8 | |
Restricted Stock Units (RSUs) [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | ||
Beginning balance | 9,220 | |
Vested | (9,220) | |
Ending balance | 0 | 9,220 |
Weighted average grant date fair value | ||
Beginning balance | $ 69.8 | |
Vested | 69.8 | |
Ending balance | $ 0 | $ 69.8 |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Information Related to Operating Leases (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||||
Operating cash flows from operating leases | $ 1,519,000 | $ 983,000 | $ 0 | ||
Right-of-use assets obtained in exchange for operating lease obligations: | $ 4,347,000 | $ 0 | $ 2,189,000 | $ 8,689,000 | $ 0 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Total prepaid expenses and other current assets | $ 3,867 | $ 3,830 | $ 3,809 | ||
Infinity Pharmaceuticals Inc [Member] | |||||
Prepaid expenses | 2,036 | $ 1,429 | $ 1,143 | ||
Other current assets | 590 | 560 | 399 | ||
Total prepaid expenses and other current assets | $ 2,626 | $ 1,989 | $ 1,542 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Gross | $ 2,308 | $ 1,837 | |||
Less: accumulated depreciation | (648) | (330) | |||
Property and equipment, net | $ 1,366 | 1,660 | 1,507 | ||
Infinity Pharmaceuticals Inc [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Gross | $ 4,110 | $ 4,093 | |||
Less: accumulated depreciation | (3,310) | (2,852) | |||
Property and equipment, net | $ 695 | 800 | 1,241 | ||
Furniture And Equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Gross | 1,254 | 896 | |||
Leasehold Improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Gross | $ 1,054 | $ 941 | |||
Leasehold Improvements | Infinity Pharmaceuticals Inc [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Gross | 1,743 | 1,743 | |||
Computer Equipment [Member] | Infinity Pharmaceuticals Inc [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Gross | 1,921 | 1,904 | |||
Furniture and Fixtures [Member] | Infinity Pharmaceuticals Inc [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Gross | $ 446 | $ 446 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 326,000 | $ 285,000 | $ 75,000 |
Accrued Liabilities (Detail)
Accrued Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2021 |
Accrued Liabilities [Line Items] | |||
Accrued pre-clinical and clinical trial expenses | $ 5,264 | $ 4,004 | |
Accrued compensation and benefits | 4,346 | 3,513 | |
Accrued legal and professional services expenses | 1,036 | 813 | |
Other | 174 | 72 | |
Total accrued liabilities | $ 16,264 | $ 10,820 | $ 8,402 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) - Segment | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Reporting Information [Line Items] | ||
Number of Operating Segments | 1 | 1 |
Pre- Tax loss Jurisdictions (De
Pre- Tax loss Jurisdictions (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Pre tax Income Loss [Line Items] | |||
Domestic | $ (54,454) | $ (41,306) | $ (47,172) |
Foreign | 0 | 0 | 0 |
Pre-tax loss | $ (54,454) | $ (41,306) | $ (47,172) |
Reconciliation of Income Taxes
Reconciliation of Income Taxes Computed at U.S Federal Statutory Tax rates to Income Tax Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | |
Reconciliation Of Statutory Federal Tax Rate [Line Items] | |||||
Tax benefit at U.S. statutory rates | $ 11,435 | $ 8,674 | $ 9,906 | ||
State tax | 191 | (99) | 9 | ||
Warrant liability costs | 4,358 | 3,806 | (4,803) | ||
Equity compensation | (71) | (6) | (2) | ||
Increase in valuation allowance | (15,473) | (10,536) | (4,473) | ||
Other | (440) | (1,847) | (638) | ||
Income tax expense | $ 0 | $ (8) | $ (1) | ||
Tax benefit (expense) at U.S. statutory rates | 21% | 21% | 21% | ||
State tax | 0% | 0% | 0% | ||
Warrant liability costs | 8% | 9% | (10.00%) | ||
Equity compensation | 0% | 0% | 0% | ||
(Increase) decrease in valuation allowance | (28.00%) | (26.00%) | (10.00%) | ||
Other | (1.00%) | (4.00%) | (1.00%) | ||
Effective Income Tax Rate, Continuing Operations, Total | 0% | 0% | 0% | ||
Infinity Pharmaceuticals Inc [Member] | |||||
Reconciliation Of Statutory Federal Tax Rate [Line Items] | |||||
Tax benefit at U.S. statutory rates | $ (9,317) | $ (9,505) | |||
State tax | (1,986) | (3,024) | |||
Increase in valuation allowance | 12,046 | 13,621 | |||
Other | 15 | (93) | |||
Income tax expense | 0 | 0 | |||
Permanent differences | 215 | 191 | |||
Tax credit carryforwards | (1,533) | (1,416) | |||
Adjustments to deferred tax assets and deferred tax liabilities | $ 560 | $ 226 |
Deferred Tax Liabilities and As
Deferred Tax Liabilities and Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Deferred revenue | $ 20,362 | $ 16,637 | ||
Fixed and intangible assets | 13,283 | 15,924 | ||
Share-based payments | 4,869 | 4,182 | ||
Tax losses carried forward | 29,581 | 16,104 | ||
Compensation accruals | 927 | 727 | ||
Consultant and other accruals | 25 | 22 | ||
Right-of-use assets | (1,932) | (1,633) | ||
Lease liabilities | 2,057 | 1,742 | ||
Charitable contributions | 7 | 1 | ||
Total deferred tax assets | 69,179 | 53,706 | ||
Valuation allowance for deferred tax assets | (69,179) | (53,706) | ||
Net deferred tax assets and liabilities | $ 0 | $ 0 | ||
Infinity Pharmaceuticals Inc [Member] | ||||
Share-based payments | $ 5,183 | $ 5,109 | ||
Tax losses carried forward | 170,880 | 164,969 | ||
Valuation allowance for deferred tax assets | (256,411) | (244,365) | ||
Tax credit carryforwards | 45,270 | 44,302 | ||
Intangible assets | 13,212 | 15,151 | ||
Capitalized research and development costs | 8,104 | 0 | ||
Accrued expenses | 655 | 1,255 | ||
Sale of future royalties | 13,212 | 13,557 | ||
Other | (105) | 22 | ||
Net deferred tax assets (liabilities) | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | |
Federal net operating loss carry forwards | $ 133,900,000 | |||
State net operating loss carry forwards | $ 23,800,000 | |||
Taxable income percentage | 80% | |||
Unrecognized Tax Benefits | $ 0 | $ 0 | ||
Infinity Pharmaceuticals Inc [Member] | ||||
Increase in valuation allowance against deferred tax assets | $ 12,000,000 | $ 13,600,000 | ||
Unrecognized Tax Benefits | 0 | 0 | ||
Income Tax Examination, Penalties and Interest Accrued | 0 | 0 | ||
Income Tax Examination, Penalties and Interest Expense | 0 | $ 0 | ||
State | ||||
Expiration year of operating loss carry forwards | 2030 | |||
State | Infinity Pharmaceuticals Inc [Member] | ||||
Federal net operating loss carry forwards | 533,300,000 | |||
Tax Credit Carryforward, Amount | 9,600,000 | |||
Domestic Tax Authority [Member] | Infinity Pharmaceuticals Inc [Member] | ||||
Federal net operating loss carry forwards | 653,200,000 | |||
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration | 128,500,000 | |||
Tax Credit Carryforward, Amount | $ 37,700,000 |
Cash, Cash Equivalents and Av_2
Cash, Cash Equivalents and Available-for-Sale Securities - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Cash and cash equivalents | $ 8,812,000 | $ 15,740,000 | $ 8,543,000 | |||
Infinity Pharmaceuticals Inc [Member] | ||||||
Cash and cash equivalents | 25,737,000 | $ 53,125,000 | $ 38,313,000 | $ 80,726,000 | ||
Unrealized gains (losses) on cash and cash equivalents | 0 | 0 | 0 | |||
Material realized gain (loss) | $ 0 | $ 0 | $ 0 | $ 0 |
Fair Value (Detail)
Fair Value (Detail) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Cash and cash equivalents | $ 8,812,000 | $ 15,740,000 | $ 8,543,000 | |||
Infinity Pharmaceuticals Inc [Member] | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Cash and cash equivalents | 25,737,000 | $ 38,313,000 | $ 53,125,000 | $ 80,726,000 | ||
Target net asset value | 1 | |||||
Infinity Pharmaceuticals Inc [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Available-for-sale securities | $ 0 | 0 | ||||
Warrant liability | 200,000 | |||||
Infinity Pharmaceuticals Inc [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Warrant liability | $ 200,000 | $ 200,000 |
Liabilities Related to Sale o_3
Liabilities Related to Sale of Future Royalties - Liability Activity (Detail) - Infinity Pharmaceuticals Inc - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Liability Related To Future Sale Of Royalties RollForward [Line Items] | ||||
Non-cash royalty revenue | $ 1,373 | $ 984 | ||
Non-cash interest expense recognized | $ 45 | $ 45 | 180 | 180 |
Less: current portion | 1,307 | 1,218 | 897 | |
Liability related to sale of future royalties, net, less current portion | 46,782 | 47,213 | 48,727 | |
HCR Agreement | ||||
Liability Related To Future Sale Of Royalties RollForward [Line Items] | ||||
Liability related to sale of future royalties - beginning balance | 26,818 | 28,038 | 28,038 | 28,869 |
Non-cash interest expense recognized | 38 | 153 | 153 | |
Liability related to sale of future royalties, net - ending balance | 26,469 | 26,818 | 28,038 | |
Less: current portion | (1,307) | (1,218) | (897) | |
Liability related to sale of future royalties, net, less current portion | 25,162 | 25,600 | 27,141 | |
HCR Agreement | Royalty revenue | ||||
Liability Related To Future Sale Of Royalties RollForward [Line Items] | ||||
Non-cash royalty revenue | (387) | (1,373) | (984) | |
BVF Funding Agreement | ||||
Liability Related To Future Sale Of Royalties RollForward [Line Items] | ||||
Liability related to sale of future royalties - beginning balance | 21,613 | $ 21,586 | 21,586 | 21,559 |
Non-cash interest expense recognized | 7 | 27 | 27 | |
Liability related to sale of future royalties, net - ending balance | $ 21,620 | $ 21,613 | $ 21,586 |
Liabilities Related to Sale o_4
Liabilities Related to Sale of Future Royalties - Additional Information (Detail) - Infinity Pharmaceuticals [Member] - USD ($) $ in Millions | 1 Months Ended | ||
Jan. 08, 2020 | Mar. 31, 2019 | Dec. 31, 2022 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Number of warrants issued | 0 | ||
HealthCare Royalty Partners III, L.P [Member] | |||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Closing day payment | $ 30 | ||
Gross proceeds | 22.5 | ||
Net proceeds | 20.9 | ||
Deferred transaction costs amortized | $ 2.4 | ||
BVF Funding Agreement [Member] | |||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Warrant threshold, price per share | 3.75 | ||
BVF Funding Agreement [Member] | Holdco [Member] | |||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Option to purchase, percentage of outstanding equity interests | 100% | ||
BVF Funding Agreement [Member] | BVF And Royalty Security, LLC [Member] | |||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Deferred transaction costs amortized | $ 0.4 | ||
Upfront purchase price | 20 | ||
Warrant liability | $ 0.3 | ||
Period after closing date | 36 months | ||
Percentage of common stock called by warrant | 50% | ||
Exercise price of warrant, percentage of price per share | 1.50% |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Accrued compensation and benefits | $ 4,346 | $ 3,513 | |||
Operating lease liability, current portion | $ 1,385 | 871 | 928 | ||
Other | $ 174 | $ 72 | |||
Infinity Pharmaceuticals Inc [Member] | |||||
Accrued clinical | 3,881 | $ 4,290 | $ 4,998 | ||
Accrued compensation and benefits | 1,204 | 605 | 2,835 | ||
Accrued restructuring costs | 841 | 0 | |||
Accrued development | 407 | 335 | 755 | ||
Accrued consulting | 321 | 742 | 475 | ||
Accrued professional services | 288 | 785 | 88 | ||
Liability related to sale of future royalties, net, current portion | 1,307 | 1,218 | 897 | ||
Operating lease liability, current portion | 613 | 593 | 519 | ||
Other | 492 | 655 | 413 | ||
Total accrued expenses and other current liabilities | $ 9,354 | $ 9,223 | $ 10,980 |
Stockholders' (Deficit) Equity
Stockholders' (Deficit) Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||
Jul. 27, 2021 | Feb. 11, 2021 | Feb. 24, 2014 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Infinity Pharmaceuticals Inc [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sales agreement, commission percentage | 3% | ||||||
Common stock warrants issued (in shares) | 1,000,000 | ||||||
Common stock warrants issued, exercise price | $ 13.83 | ||||||
Potential percentage of ownership interest | 9.985% | ||||||
Common Stock Sales Facility [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sales agreement, increase in aggregate offering price | $ 75 | ||||||
Sales agreement | $ 95 | ||||||
Sales agreement, expired without sale | $ 11.8 | ||||||
Amount available for future sales | $ 75 | ||||||
Sales agreement, commission percentage | 3% | ||||||
Number of shares sold in transaction | |||||||
Common Stock Sales Facility [Member] | Infinity Pharmaceuticals Inc [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Sales agreement, increase in aggregate offering price | $ 75 | ||||||
Sales agreement | $ 95 | ||||||
Sales agreement, expired without sale | 11.8 | ||||||
Amount available for future sales | $ 75 | ||||||
Number of shares sold in transaction | 89,520 | ||||||
Sale of stock, price per share | $ 3.83 | ||||||
Sale of stock, consideration received on transaction | $ 0.3 | ||||||
Public Offering [Member] | Infinity Pharmaceuticals Inc [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares sold in transaction | 24,150,000 | ||||||
Sale of stock, price per share | $ 3.8 | ||||||
Sale of stock, consideration received on transaction | $ 85.8 | ||||||
Sale of stock, over-allotment option, percentage | 15% | ||||||
Gross proceeds from shares sold | $ 91.8 | ||||||
Over-Allotment Option [Member] | Infinity Pharmaceuticals Inc [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares sold in transaction | 3,150,000 |
Defined Contribution Benefit _2
Defined Contribution Benefit Plan (Detail) - Infinity Pharmaceuticals Inc [Member] - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Line Items] | ||
Participant contributions, employee | 6% | 6% |
Employer matching contribution | $ 0.3 | $ 0.2 |
Strategic Agreements - Addition
Strategic Agreements - Additional Information (Detail) - Infinity Pharmaceuticals Inc [Member] $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Mar. 04, 2019 USD ($) | Mar. 31, 2019 USD ($) | Jun. 30, 2013 USD ($) | Mar. 31, 2023 USD ($) product | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) product | Dec. 31, 2021 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Royalty Expense | $ 441 | $ 393 | $ 1,563 | $ 1,120 | |||
Number of distinct product candidates | product | 1 | 1 | |||||
Maximum [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Additional success-based milestone payments to be paid | $ 165,000 | $ 165,000 | |||||
Maximum [Member] | Current [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Success-based remaining milestone payments | $ 3,000 | $ 3,000 | |||||
Trailing Mundipharma [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Royalty percentage on sales, reimbursement of research and development, percentage | 4% | 4% | |||||
Royalty payments, reimbursement of research and development upon completion | $ 260,000 | $ 260,000 | |||||
Royalty percentage on sales, reimbursement of research and development upon completion, percentage | 1% | 1% | |||||
Royalty payments, reimbursement of research and development | $ 3,800 | $ 3,500 | |||||
Takeda Agreement Fourth Amendment [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Royalty Expense | $ 200 | ||||||
Sol Gel Agreement [Member] | Hedgehog Products [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Collaborative agreement, total remaining milestone payment amount | $ 9,000 | ||||||
Collaborative agreement, additional milestone payments amount, if circumstances met | 37,500 | ||||||
Pelle Pharm And Sol Gel Agreement [Member] | Hedgehog Products [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Collaborative agreement, total remaining milestone payment amount | 9,000 | ||||||
Collaborative agreement, additional milestone payments amount, if circumstances met | $ 37,500 | ||||||
Takeda Pharmaceutical Company Limited [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Royalty Expense | $ 300 | ||||||
Takeda Pharmaceutical Company Limited [Member] | Takeda Agreement Fourth Amendment [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Investment amount to be paid | $ 6,700 | ||||||
Percentage of investment amount | 25% | 25% | |||||
Percentage of net expenses incurred | 25% | ||||||
Percentage of royalty payments | 25% | ||||||
Royalty Expense | $ 100 | $ 100 | |||||
Health Care Royalty Partners I I I L. P. [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Closing day payment | $ 30,000 |
Strategic Agreements - Takeda A
Strategic Agreements - Takeda Agreement (Detail) - Infinity Pharmaceuticals Inc [Member] - Takeda Pharmaceutical Company Limited [Member] | Mar. 04, 2019 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
From the Takeda Amendment Effective Date until June 30, 2022 | 145% |
From July 1, 2022 through June 30, 2023 | 155% |
From July 1, 2023 through June 30, 2024 | 165% |
From July 1, 2024 through June 30, 2025 | 175% |
Strategic Restructuring - Addit
Strategic Restructuring - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Feb. 22, 2023 POSITION | Mar. 31, 2023 USD ($) | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and Related Cost, Number of Positions Eliminated, Period Percent | 27% | ||
Infinity Pharmaceuticals Inc [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and Related Cost, Incurred Cost | $ 1,720 | ||
Restructuring and Related Cost, Number of Positions Eliminated, Period Percent | 13% | ||
Restructuring and Related Cost, Number of Positions Eliminated | POSITION | 4 | ||
General and Administrative Expense [Member] | Infinity Pharmaceuticals Inc [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and Related Cost, Incurred Cost | 1,600 | ||
Research and Development Expense [Member] | Infinity Pharmaceuticals Inc [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and Related Cost, Incurred Cost | $ 100 |
Strategic Restructuring - Summa
Strategic Restructuring - Summary of Restructuring Costs (Details) - Infinity Pharmaceuticals Inc [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Charges incurred during the three months ended March 31, 2023 | $ 1,720 |
Amounts paid during the three months ended March 31, 2023 | 58 |
Less non-cash charges incurred during the three months ended March 31, 2023 | 821 |
Accrued restructuring costs as of March 31, 2023 | 841 |
Employee severance, benefits and related taxes | |
Restructuring Cost and Reserve [Line Items] | |
Charges incurred during the three months ended March 31, 2023 | 899 |
Amounts paid during the three months ended March 31, 2023 | 58 |
Less non-cash charges incurred during the three months ended March 31, 2023 | 0 |
Accrued restructuring costs as of March 31, 2023 | 841 |
Stock-based compensation | |
Restructuring Cost and Reserve [Line Items] | |
Charges incurred during the three months ended March 31, 2023 | 821 |
Amounts paid during the three months ended March 31, 2023 | 0 |
Less non-cash charges incurred during the three months ended March 31, 2023 | 821 |
Accrued restructuring costs as of March 31, 2023 | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) $ in Millions | 3 Months Ended | 6 Months Ended | |
Feb. 22, 2023 USD ($) POSITION | Mar. 31, 2023 USD ($) | Dec. 31, 2022 | |
Subsequent Event [Line Items] | |||
Headcount reduction percentage | 27% | ||
Infinity Pharmaceuticals Inc [Member] | |||
Subsequent Event [Line Items] | |||
Number of positions overall headcount | POSITION | 4 | ||
Headcount reduction percentage | 13% | ||
General and administrative | Forecast [Member] | Infinity Pharmaceuticals Inc [Member] | |||
Subsequent Event [Line Items] | |||
Restructuring charges | $ 1.6 | ||
Research and Development | Forecast [Member] | Infinity Pharmaceuticals Inc [Member] | |||
Subsequent Event [Line Items] | |||
Restructuring charges | $ 0.1 | ||
Subsequent Event [Member] | Infinity Pharmaceuticals Inc [Member] | |||
Subsequent Event [Line Items] | |||
Number of positions overall headcount | POSITION | 4 | ||
Headcount reduction percentage | 13% | ||
Restructuring costs, expected to be settled through future cash expenditures | $ 0.9 |