Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 09, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | MACK | |
Entity Registrant Name | MERRIMACK PHARMACEUTICALS INC | |
Entity Central Index Key | 1,274,792 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 132,427,921 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 17,155 | $ 21,524 |
Restricted cash | 102 | 102 |
Accounts receivable, net | 43 | 275 |
Prepaid expenses and other current assets | 2,338 | 2,239 |
Assets held for sale | 26,634 | 33,295 |
Total current assets | 46,272 | 57,435 |
Restricted cash | 674 | 674 |
Property and equipment, net | 12,852 | 14,212 |
Other assets | 27 | 27 |
Assets held for sale, net of current portion | 8,814 | 9,135 |
Total assets | 68,639 | 81,483 |
Current liabilities: | ||
Accounts payable, accrued expenses and other | 38,756 | 29,369 |
Deferred rent | 2,054 | 2,014 |
Liabilities held for sale | 67,187 | 56,839 |
Total current liabilities | 107,997 | 88,222 |
Deferred rent, net of current portion | 2,868 | 3,386 |
Long-term debt | 218,041 | 216,861 |
Liabilities held for sale, net of current portion | 16,877 | 25,673 |
Total liabilities | 345,783 | 334,142 |
Commitments and contingencies | ||
Non-controlling interest | (1,406) | (1,539) |
Stockholders’ deficit: | ||
Preferred stock, $0.01 par value: 10,000 shares authorized at March 31, 2017 and December 31, 2016; no shares issued or outstanding at March 31, 2017 or December 31, 2016 | ||
Common stock, $0.01 par value: 200,000 shares authorized at March 31, 2017 and December 31, 2016; 131,911 and 130,197 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively | 1,319 | 1,302 |
Additional paid-in capital | 707,428 | 702,377 |
Accumulated deficit | (984,485) | (954,799) |
Total stockholders’ deficit | (275,738) | (251,120) |
Total liabilities, non-controlling interest and stockholders’ deficit | $ 68,639 | $ 81,483 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 131,911,000 | 130,197,000 |
Common stock, shares outstanding | 131,911,000 | 130,197,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Costs and expenses: | ||
Research and development expenses | $ 21,605 | $ 28,002 |
General and administrative expenses | 5,634 | 6,452 |
Total costs and expenses | 27,239 | 34,454 |
Loss from continuing operations | (27,239) | (34,454) |
Other income and expenses: | ||
Interest income | 14 | 72 |
Interest expense | (1,979) | (3,290) |
Other expense, net | (2) | (43) |
Loss from continuing operations | (29,206) | (37,715) |
Discontinued operations: | ||
Loss from discontinued operations, net of tax | (947) | (943) |
Net loss | (30,153) | (38,658) |
Net loss attributable to non-controlling interest | (467) | (185) |
Net loss attributable to Merrimack Pharmaceuticals, Inc. | (29,686) | (38,473) |
Other comprehensive loss: | ||
Unrealized loss on available-for-sale securities | (14) | |
Other comprehensive loss | (14) | |
Comprehensive loss | (29,686) | (38,487) |
Amounts attributable to Merrimack Pharmaceuticals, Inc.: | ||
Loss from continuing operations | (28,739) | (37,530) |
Loss from discontinued operations | (947) | (943) |
Net loss attributable to Merrimack Pharmaceuticals, Inc. | $ (29,686) | $ (38,473) |
Basic and diluted net loss per share: | ||
Loss from continuing operations | $ (0.22) | $ (0.32) |
Loss from discontinued operations | (0.01) | (0.01) |
Net loss per share | $ (0.23) | $ (0.33) |
Weighted-average common shares used per share calculations—basic and diluted | 130,588 | 116,064 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (30,153) | $ (38,658) |
Loss from discontinued operations | (947) | (943) |
Loss from continuing operations | (29,206) | (37,715) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Non-cash interest expense | 1,508 | 2,190 |
Depreciation and amortization expense | 1,182 | 1,198 |
Stock-based compensation expense | 796 | 2,510 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 232 | 11 |
Accounts payable, accrued expenses and other | 8,054 | (2,231) |
Other assets and liabilities, net | (690) | 1,324 |
Net cash used by continuing operations for operating activities | (18,124) | (32,713) |
Net cash provided by (used in) discontinuing operations for operating activities | 7,968 | (20,810) |
Net cash used in operating activities | (10,156) | (53,523) |
Cash flows from investing activities | ||
Purchases of marketable securities | (84,262) | |
Purchases of property and equipment | (290) | (1,229) |
Net cash used in investing activities | (290) | (85,491) |
Cash flows from financing activities | ||
Proceeds from exercise of options to purchase common stock | 4,053 | 1,645 |
Proceeds from issuance of preferred stock by Silver Creek Pharmaceuticals, Inc. | 2,024 | |
Net cash provided by financing activities | 6,077 | 1,645 |
Net decrease in cash and cash equivalents | (4,369) | (137,369) |
Cash and cash equivalents, beginning of period | 21,524 | 185,606 |
Cash and cash equivalents, end of period | 17,155 | 48,237 |
Non-cash investing and financing activities | ||
Purchases of property and equipment in accounts payable, accrued expenses and other | 34 | 388 |
Receivables related to stock option exercises in prepaid expenses and other current assets | 76 | 53 |
Supplemental disclosure of cash flows | ||
Cash paid for interest | $ 1,368 | $ 2,813 |
Nature of the Business
Nature of the Business | 3 Months Ended |
Mar. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of the Business | 1. Nature of the Business Merrimack Pharmaceuticals, Inc. (the “Company”) is a biopharmaceutical company based in Cambridge, Massachusetts that is outthinking cancer to ensure that patients and their families live fulfilling lives. The Company’s mission is to transform cancer care through the smart design and development of targeted solutions based on a deep understanding of cancer pathways and biological markers. All of the Company’s product candidates, including three in clinical studies and several others in preclinical development, fit into the Company’s strategy of (1) understanding the biological problems the Company is trying to solve, (2) designing specific solutions and (3) developing those solutions for biomarker-selected patients. This three-pronged strategy seeks to ensure optimal patient outcomes. On April 3, 2017, The Company’s non-commercial assets, including its clinical and preclinical development programs (the “Pipeline Business”), were not included in the Asset Sale and remain assets of the Company. As of the closing of the Asset Sale, the Company’s most advanced programs are as follows: • MM-121 (seribantumab), a fully human monoclonal antibody that binds to the ErbB3 (HER3) receptor and targets heregulin positive cancers. The Company is currently conducting the Phase 2 randomized SHERLOC clinical trial evaluating MM-121 in heregulin positive non-small cell lung cancer patients and plans to initiate another Phase 2 randomized clinical trial in 2017 in heregulin positive, hormone receptor positive, ErbB2 (HER2) negative, metastatic breast cancer patients; • MM-141 (istiratumab), a fully human bispecific tetravalent monoclonal antibody designed to block tumor survival signals by targeting receptor complexes containing the insulin-like growth factor 1 (“IGF-1”) receptor and ErbB3 (HER3) cell surface receptors. The Company is currently conducting the Phase 2 randomized CARRIE clinical trial evaluating MM-141 in previously untreated metastatic pancreatic cancer patients with high levels of free IGF-1 in combination with nab-paclitaxel and gemcitabine; and • MM-310, an antibody-directed nanotherapeutic (“ADN”) that contains a novel prodrug of the highly potent chemotherapy docetaxel and targets the ephrin receptor A2 (“EphA2”) receptor, which is highly expressed in most solid tumor types. MM-310 was designed to improve the therapeutic window of docetaxel in major oncology indications, such as prostate, ovarian, bladder, gastric, pancreatic and lung cancers. The Company initiated a Phase 1 clinical trial to evaluate safety and preliminary activity of MM-310 in the first quarter of 2017. In addition to its clinical-stage programs, the Company has several product candidates in preclinical development and a discovery effort advancing additional candidate medicines. The Company is subject to risks and uncertainties common to companies in the biopharmaceutical industry, including, among other things, its ability to secure additional capital to fund operations, success of clinical trials, development by competitors of new technological innovations, dependence on collaborative arrangements, protection of proprietary technology, compliance with government regulations and dependence on key personnel. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of capital, adequate personnel, infrastructure and extensive compliance reporting capabilities. The accompanying condensed consolidated financial statements have been prepared on a basis which assumes that the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. Until such time, if ever, as the Company can generate sufficient product revenues, the Company expects to finance its cash needs through a combination of equity offerings, debt financings, collaborations, licensing arrangements and other marketing and distribution arrangements. The Company could also engage in discussions with third parties regarding partnerships, joint ventures, combinations or divestitures of one or more of its businesses as it seeks to further the development of its research programs, improve its cash position and maximize stockholder value. |
Basis of Presentation and Conso
Basis of Presentation and Consolidation | 3 Months Ended |
Mar. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation and Consolidation | 2. Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements as of March 31, 2017 and December 31, 2016, and for the three months ended March 31, 2017 and 2016, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and generally accepted accounting principles in the United States of America (“GAAP”) for condensed consolidated financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these condensed consolidated financial statements reflect all adjustments which are necessary for a fair statement of the Company’s financial position and results of its operations, as of and for the periods presented. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 1, 2017. The information presented in the condensed consolidated financial statements and related notes as of March 31, 2017, and for the three months ended March 31, 2017 and 2016, is unaudited. The December 31, 2016 condensed consolidated balance sheet included herein was derived from the audited financial statements as of that date, but does not include all disclosures, including notes, required by GAAP for complete financial statements. Interim results for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2017, or any future period. As of March 31, 2017, the Commercial Business met all the conditions to be classified as held-for-sale and represents a discontinued operation since the disposal of the Commercial Business is a strategic shift that will have a major effect on the Company’s operations and financial results. The Company will not have further significant involvement in the operations of the discontinued Commercial Business. The operating results of the Commercial Business are reported as a loss from discontinued operations, net of tax in the condensed consolidated statements of operations for all periods presented. In addition, in the condensed consolidated balance sheet as of March 31, 2017 and December 31, 2016, the assets and liabilities held for sale have been presented separately. For additional information, see Note 3, “Sale of Commercial Business.” These condensed consolidated financial statements include the accounts of the Company and Silver Creek Pharmaceuticals, Inc. (“Silver Creek”), representing a variable interest entity that the Company is required to consolidate. All intercompany transactions and balances have been eliminated in consolidation. As of March 31, 2017, the Company’s unrestricted cash and cash equivalents includes $2.8 million of cash and cash equivalents held by Silver Creek. This $2.8 million held by Silver Creek is designated for the operations of Silver Creek. In the first quarter of 2017, Silver Creek entered into a Series C preferred stock financing, issuing 1.4 million shares of Series C preferred stock at $1.50 per share for proceeds of $2.0 million. In conjunction with this sale in the first quarter of 2017, Silver Creek also issued warrants to purchase 1.8 million shares of Silver Creek Series C preferred stock to investors. As of March 31, 2017, the Company held a 52% ownership interest in Silver Creek and maintained control over the Silver Creek Board of Directors through its voting rights. As such, the Company remains the primary beneficiary of Silver Creek. The change in the non-controlling interest related to Silver Creek was as follows: (in thousands) Non- Controlling Interest Balance at December 31, 2016 $ (1,539 ) Net loss attributable to Silver Creek (467 ) Issuance of Silver Creek Series C preferred stock 600 Balance at March 31, 2017 $ (1,406 ) (in thousands) Non- Controlling Interest Balance at December 31, 2015 $ 239 Net loss attributable to Silver Creek (185 ) Balance at March 31, 2016 $ 54 |
Sale of Commercial Business
Sale of Commercial Business | 3 Months Ended |
Mar. 31, 2017 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Sale of Commercial Business | 3. Sale of Commercial Business Ipsen On April 3, 2017, the Company completed the sale of the Commercial Business to Ipsen. Pursuant to the Asset Sale Agreement, the Company may be entitled to up to $450.0 million in additional payments based on the achievement by or on behalf of Ipsen of certain milestone events if the U.S. Food and Drug Administration (the “FDA”) approves ONIVYDE for certain indications as follows: (i) $225.0 million upon the regulatory approval by the FDA of ONIVYDE for the first-line treatment of metastatic adenocarcinoma of the pancreas (a) in combination with fluorouracil and leucovorin (with or without oxaliplatin), (b) in combination with gemcitabine and abraxane or (c) following submission and filing of regulatory approval by Ipsen for purposes of commercialization by Ipsen; (ii) $150.0 million upon the regulatory approval by the FDA of ONIVYDE for the treatment of small cell lung cancer after failure of first-line chemotherapy; and (iii) $75.0 million upon the regulatory approval by the FDA of ONIVYDE for an additional indication unrelated to those described above. In connection with the sale of the Commercial Business, on April 3, 2017, the Company entered into a transition services agreement, a sublease agreement and an intellectual property license agreement with Ipsen, among others, as further described in Note 13, “Subsequent Events.” Pursuant to the transition services agreement, the Company and Ipsen are providing certain services to each other for a period of 24 months following the closing, including Ipsen’s agreement to manufacture MM-310 and to perform certain quality related services. Discontinued Operations and Assets Held for Sale The condensed consolidated financial statements for the three months ended March 31, 2017 and 2016 reflect the operations of the Commercial Business as a discontinued operation. Discontinued operations for the three months ended March 31, 2017 and 2016 includes the following: (in thousands) Three Months Ended March 31, 2017 2016 Revenues: Product revenues, net $ 16,135 $ 9,968 License and collaboration revenues 7,797 11,313 Other revenues 1,973 — Total revenues 25,905 21,281 Costs and expenses: Cost of revenues 3,890 711 Research and development expenses 3,730 4,880 Selling, general and administrative expenses 8,733 11,343 Restructuring expenses 5,265 — Total costs and expenses 21,618 16,934 Other income and expenses: Interest expense (5,234 ) (5,290 ) Loss from discontinued operations (947 ) (943 ) The carrying value of the assets and liabilities of the Commercial Business classified as “Assets held for sale” in the condensed consolidated balance sheets are as follows: (in thousands) March 31, 2017 December 31, 2016 Assets Current assets: Accounts receivable, net $ 8,985 $ 17,194 Inventory 15,532 14,554 Prepaid expenses and other current assets 2,117 1,547 Total current assets held for sale 26,634 33,295 Property and equipment, net 1,376 1,553 Intangible assets, net 3,833 3,977 Goodwill 3,605 3,605 Total long-term assets held for sale 8,814 9,135 Liabilities Current liabilities: Accounts payable, accrued expenses and other 28,563 20,613 Deferred revenues 38,624 36,226 Total current liabilities held for sale 67,187 56,839 Deferred revenues, net of current portion 16,877 25,673 Total liabilities held for sale 16,877 25,673 Inventory Inventory of the Commercial Business as of March 31, 2017 and December 31, 2016 consisted of the following: (in thousands) March 31, 2017 December 31, 2016 Raw materials $ 4,246 $ 4,483 Work in process 9,053 8,651 Finished goods 2,233 1,420 Total inventory $ 15,532 $ 14,554 Restructuring Activities On January 8, 2017, the Company announced a reduction in headcount by approximately 30% in connection with the Asset Sale and the completion of its strategic pipeline review. Upon the closing of the Asset Sale and the completion of its strategic pipeline review, the Company had approximately 80 employees. Under this corporate restructuring, for the three months ended March 31, 2017, the Company recognized total restructuring expenses of $5.3 million, which was related to contractual termination benefits for employees with pre-existing severance arrangements. These one-time employee termination benefits are comprised of severance, benefits and related costs, all of which are expected to result in cash expenditures. The Company anticipates that the majority of these payments will be made during the second quarter of 2017. The expense of $5.3 million was included in discontinued operations, as the costs are directly associated with the sale of the Commercial Business. The following table summarizes the charges related to the restructuring activities as of March 31, 2017: (in thousands) Accrued Restructuring Expenses at December 31, 2016 Expenses Less: Payments Accrued Restructuring Expenses at March 31, 2017 Severance, benefits and related costs $ — $ 5,265 $ — $ 5,265 Totals $ — $ 5,265 $ — $ 5,265 See Note 13, “Subsequent Events,” in the accompanying notes to the condensed consolidated financial statements for additional information. License and Collaboration Agreements Related to the Asset Sale Baxalta On September 23, 2014, the Company and Baxter International Inc., Baxter Healthcare Corporation and Baxter Healthcare SA entered into a license and collaboration agreement (the “Baxalta Agreement”) for the development and commercialization of ONIVYDE outside of the United States and Taiwan (the “Licensed Territory”). In connection with Baxter International Inc.’s separation of the Baxalta business, the Baxalta Agreement was assigned to Baxalta during the second quarter of 2015. As part of the Baxalta Agreement, the Company granted Baxalta an exclusive, royalty-bearing right and license under the Company’s patent rights and know-how to develop and commercialize ONIVYDE in the Licensed Territory. On April 3, 2017, the Baxalta Agreement and all related agreements, including the Company’s agreement related to the commercial supply of ONIVYDE, were assigned to Ipsen in connection with the Asset Sale. Pursuant to the Asset Sale Agreement, the Company retained the rights to receive net milestone payments of up to $33.0 million that may become payable pursuant to the Baxalta Agreement for the ex-U.S. development and commercialization of ONIVYDE, which is comprised of potential payments of $18.0 million from the sale of ONIVYDE in two additional major European countries, $5.0 million related to the sale of ONIVYDE in the first major non-European, non-Asian country and $10.0 million for the first patient dosed in the planned small cell lung cancer trial. PharmaEngine, Inc. On May 5, 2011, the Company and PharmaEngine, Inc. (“PharmaEngine”) entered into an assignment, sublicense and collaboration agreement (the “PharmaEngine Agreement”) under which the Company reacquired rights in Europe and certain countries in Asia to ONIVYDE. In exchange, the Company agreed to pay PharmaEngine a nonrefundable, noncreditable upfront payment of $10.0 million and up to an additional $80.0 million in aggregate development and regulatory milestones and $130.0 million in aggregate sales milestones. On April 3, 2017, the PharmaEngine Agreement and all related agreements, including the Company’s agreement related to its commercial supply of ONIVYDE, were assigned to Ipsen in connection with the Asset Sale. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Going Concern | 4. Going Concern In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern As of December 31, 2016, the Company had $21.5 million in unrestricted cash and cash equivalents, had suffered recurring losses from operations and had negative working capital and cash outflows from operating activities. Based on the evaluation completed in connection with the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, including consideration of management’s plans, the Company previously concluded that there was substantial doubt as to its ability to continue as a going concern within one year after March 1, 2017, the date that the consolidated financial statements were issued. On April 3, 2017, the Company closed the Asset Sale with Ipsen and received a $575.0 million upfront cash payment (subject to a working capital adjustment). The Company used a portion of the cash payment to redeem the $175.0 million outstanding aggregate principal amount of 11.50% senior secured notes due 2022 (the “2022 Notes”), which also required an additional make-whole premium payment of approximately $20.1 million, and deposited $60.0 million into an escrow account in response to a lawsuit filed by the trustee and certain holders of its 4.50% convertible notes due 2020 (the “Convertible Notes”). The escrow and the lawsuit are described in more detail in Note 13, “Subsequent Events.” The Company also plans to distribute $140.0 million of the upfront cash payment in the form of a special cash dividend to stockholders. After consideration of the Company’s cash and cash equivalents balance at March 31, 2017 of $17.2 million and the net proceeds from the Asset Sale, the Company has concluded that the previous conditions and events that raised substantial doubt about its ability to continue as a going concern have been alleviated. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 5. Income Taxes Deferred tax assets and liabilities are recognized based on temporary differences between the financial reporting and tax basis of assets and liabilities using future enacted tax rates. A valuation allowance is recorded against deferred tax assets if it is more likely than not that some or all of the deferred tax assets will not be realized. For the three months ended March 31, 2017 and 2016, the Company did not recognize any tax expense or benefit due to its loss position. In the second quarter of 2017, when the sale of the Commercial Business closed, the Company will record a pre-tax gain on the sale of the Commercial Business. The Company expects to use a portion of its net operating losses to offset the taxable gain generated by the sale, which will result in a partial release of the Company’s valuation allowance in the second quarter of 2017. As of March 31, 2017, the sale of the Commercial Business had not been finalized, as all of the closing conditions had not been met and substantial uncertainty existed as to if the sale would be finalized. Therefore, as of March 31, 2017, after considering all available evidence, the Company concluded that it should maintain its valuation allowance. |
Net Loss Per Common Share
Net Loss Per Common Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | 6. Net Loss Per Common Share Basic net loss per share is calculated by dividing the net loss available to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is computed by dividing the net loss available to common stockholders by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method. For purposes of this calculation, convertible preferred stock, stock options 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. As discussed in Note 10, “Borrowings,” in July 2013, the Company issued $125.0 million aggregate principal amount of Convertible Notes in an underwritten public offering. Following the repayment and satisfaction in full of the Company’s obligations to Hercules Technology Growth Capital, Inc. (“Hercules”) under its Loan and Security Agreement with Hercules (the “Loan Agreement”), which occurred in December 2015, upon any conversion of the Convertible Notes, the Convertible Notes may be settled, at the Company’s election, in cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock. For purposes of calculating the maximum dilutive impact, it is presumed that the conversion premium will be settled in common stock, inclusive of a contractual make-whole provision resulting from a fundamental change, and the resulting potential common shares included in diluted earnings per share if the effect is more dilutive. As of March 31, 2017, $60.8 million aggregate principal amount of the Convertible Notes remained outstanding. The stock options and conversion premium on the Convertible Notes are excluded from the calculation of diluted loss per share because the net loss for the three months ended March 31, 2017 and 2016 causes such securities to be anti-dilutive. Outstanding securities excluded from the calculation of diluted loss per share for the three months ended March 31, 2017 and 2016 are shown in the chart below: Three Months Ended March 31, (in thousands) 2017 2016 Outstanding options to purchase common stock 16,523 21,647 Conversion of the Convertible Notes 12,158 25,000 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 7. Fair Value of Financial Instruments Fair value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is determined based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect certain market assumptions. As a basis for considering such assumptions, GAAP establishes a three-tier value hierarchy, which prioritizes the inputs used to develop the assumptions and for measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets for identical assets; (Level 2) inputs other than the quoted prices in active markets that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. Recurring Fair Value Measurements The carrying values of cash, restricted cash, prepaid expenses, accounts receivable, accounts payable and accrued expenses, and other short-term assets and liabilities approximate their respective fair values due to the short-term maturities of these assets and liabilities. The following tables show assets measured at fair value on a recurring basis as of March 31, 2017 and December 31, 2016: March 31, 2017 (in thousands) Level 1 Level 2 Level 3 Assets: Money market funds $ 7,386 $ — $ — Totals $ 7,386 $ — $ — Liabilities: Silver Creek warrant liability $ — $ — $ 2,926 Totals $ — $ — $ 2,926 December 31, 2016 (in thousands) Level 1 Level 2 Level 3 Assets: Money market funds $ 12,373 $ — $ — Totals $ 12,373 $ — $ — Liabilities: Silver Creek warrant liability $ — $ — $ 1,499 Totals $ — $ — $ 1,499 In December 2016, Silver Creek issued warrants to purchase an aggregate of 1.9 million shares of Silver Creek Series C preferred stock (the “Silver Creek warrants”). During the first quarter of 2017, Silver Creek issued additional Silver Creek warrants to purchase an aggregate of 1.8 million shares of Silver Creek Series C preferred stock. The Silver Creek warrants were valued at $2.9 million and $1.5 million as of March 31, 2017 and December 31, 2016, respectively, using a Black-Scholes option pricing model, probability-weighted for different exercise scenarios. The key assumptions utilized in the Black-Scholes option pricing model as of March 31, 2017 were a risk-free interest rate of 2.2%, expected dividend yield of 0.0%, expected volatility of 62.2% and expected term of 6.9 years. The key assumptions utilized in the Black-Scholes option pricing model as of December 31, 2016 were a risk-free interest rate of 2.3%, expected dividend yield of 0.0%, expected volatility of 61.7% and expected term of 6.9 years. Changes in the fair value of the Silver Creek warrants are recognized as a component of “Other income, net” in the consolidated statements of operations and comprehensive loss. There were no changes in valuation techniques or transfers between the fair value measurement levels during the three months ended March 31, 2017 or during the year ended December 31, 2016. Other Fair Value Measurements The estimated fair value of the Convertible Notes was $51.3 million as of March 31, 2017. The Company estimated the fair value of the Convertible Notes by using a quoted market rate in an inactive market, which is classified as a Level 2 input. The carrying value of the Convertible Notes was $47.9 million as of March 31, 2017 due to the bifurcation of the conversion feature of the Convertible Notes as described more fully in Note 10, “Borrowings.” As discussed in Note 10, “Borrowings,” in December 2015, the Company closed a private placement of $175.0 million aggregate principal amount of 2022 Notes. The Company estimated the fair value of the 2022 Notes by using publicly-available information related to one of the 2022 Notes borrower’s portfolio of debt investments based on unobservable inputs, which is classified as a Level 3 input. The estimated fair value of the 2022 Notes was $172.7 million as of March 31, 2017. The carrying value of the 2022 Notes was $170.1 million as of March 31, 2017. |
Marketable Securities
Marketable Securities | 3 Months Ended |
Mar. 31, 2017 | |
Investments Debt And Equity Securities [Abstract] | |
Marketable Securities | 8. Marketable Securities As of both March 31, 2017 and December 31, 2016, the Company maintained only cash equivalents comprised of money market funds. As of March 31, 2017, the Company did not hold any securities that were in an unrealized loss position. There were no realized gains or losses on available-for-sale securities for the three months ended March 31, 2017 or 2016. |
Accounts Payable, Accrued Expen
Accounts Payable, Accrued Expenses and Other | 3 Months Ended |
Mar. 31, 2017 | |
Payables And Accruals [Abstract] | |
Accounts Payable, Accrued Expenses and Other | 9. Accounts Payable, Accrued Expenses and Other Accounts payable, accrued expenses and other as of March 31, 2017 and December 31, 2016 consisted of the following: (in thousands) March 31, 2017 December 31, 2016 Accounts payable $ 7,502 $ 2,692 Accrued goods and services 6,180 8,233 Accrued clinical trial costs 10,390 8,776 Accrued drug purchase costs — 480 Accrued payroll and related benefits 3,308 3,394 Accrued restructuring expenses 581 774 Accrued interest 6,448 2,100 Accrued dividends payable 19 19 Silver Creek warrant liability 2,926 1,499 Deferred tax incentives 1,402 1,402 Total accounts payable, accrued expenses and other $ 38,756 $ 29,369 |
Borrowings
Borrowings | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Borrowings | 10. Borrowings 2022 Notes On December 22, 2015, the Company closed a private placement of $175.0 million aggregate principal amount of 2022 Notes. As a result of this placement, the Company received net proceeds of approximately $168.5 million, after deducting private placement and offering expenses payable by the Company. The 2022 Notes bear interest at a rate of 11.50% per year, payable semi-annually on June 15 and December 15 of each year, beginning on June 15, 2016. The Company will pay semi-annual installments of principal on the 2022 Notes of $21.9 million each on June 15 and December 15 of each year, beginning on June 15, 2019. The 2022 Notes will mature on December 15, 2022, unless earlier redeemed or repurchased in accordance with their terms prior to such date. The 2022 Notes are senior secured obligations of the Company and will be equal in right of payment to all existing and future pari passu indebtedness of the Company (including the Company’s outstanding Convertible Notes), will be senior in right of payment to all existing and future subordinated indebtedness of the Company, will have the benefit of a security interest in the 2022 Notes collateral and will be junior in lien priority in respect of any asset-based lending collateral that secures any first priority lien obligations from time to time. The 2022 Notes contain customary covenants, including covenants that limit or restrict the Company’s ability to incur liens, incur indebtedness and make certain restricted payments, but do not contain covenants related to future financial performance. The 2022 Notes are secured by a first priority lien on substantially all of the Company’s assets. The Company assessed the 2022 Notes pursuant to ASC 815, Derivatives and Hedging Debt issuance costs incurred by the Company are accounted for as a direct deduction to the carrying value of the 2022 Notes and are amortized to interest expense using the effective interest method over the life of the 2022 Notes. For the three months ended March 31, 2017 and 2016, interest expense related to the 2022 Notes was $5.2 million and $5.2 million, respectively, and was included in discontinued operations. The Company used a portion of the proceeds from the Asset Sale to extinguish the 2022 Notes. See Note 13, “Subsequent Events.” Convertible Notes In July 2013, the Company issued $125.0 million aggregate principal amount of Convertible Notes in an underwritten public offering. As a result of the Convertible Notes offering, the Company received net proceeds of approximately $120.6 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company. The Convertible Notes bear interest at a rate of 4.50% per year, payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2014. The Convertible Notes are general unsecured senior obligations of the Company and rank (i) senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Convertible Notes, (ii) equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated, (iii) effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness and (iv) structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries. The Company separately accounted for the liability and equity components of the Convertible Notes by bifurcating gross proceeds between the indebtedness, or liability component, and the embedded conversion option, or equity component. This bifurcation was done by estimating an effective interest rate as of the date of issuance for similar notes which do not contain an embedded conversion option. The gross proceeds received from the issuance of the Convertible Notes less the initial amount allocated to the indebtedness resulted in a $53.8 million allocation to the embedded conversion option. The embedded conversion option was recorded in stockholders’ deficit and as debt discount, to be subsequently amortized as interest expense over the term of the Convertible Notes. Underwriting discounts and commissions and offering expenses totaled $4.4 million and were allocated to the indebtedness and the embedded conversion option based on their relative values. On April 13, 2016, the Company entered into separate, privately-negotiated conversion agreements (the “Conversion Agreements”) with certain holders of the Convertible Notes. Under the Conversion Agreements, such holders agreed to convert an aggregate principal amount of $64.2 million of Convertible Notes held by them. The Company initially settled each $1,000 principal amount of Convertible Notes surrendered for conversion by delivering 136 shares of the Company’s common stock on April 18, 2016. In total, the Company issued an aggregate of 8,732,152 shares of its common stock on this initial closing date. In addition, pursuant to the Conversion Agreements, at the additional closings (as defined in the Conversion Agreements), the Company issued an aggregate of 3,635,511 shares of the Company’s common stock representing an aggregate of $27.7 million as additional payments in respect of the conversion of the Convertible Notes. The number of additional shares was determined based on the daily VWAP (as defined in the Conversion Agreements) of the Company’s common stock for each of the trading days in the 10-day trading period following the date of the Conversion Agreements. The issuance of 12,367,663 total shares of the Company’s common stock pursuant to the Conversion Agreements resulted in an increase to common stock and additional paid-in capital of $101.0 million. As a result of the conversion, the Company recognized an overall loss on extinguishment of $14.6 million representing the difference between the total settlement consideration transferred to the holders that was attributed to the liability component of the Convertible Notes, based on the fair value of that component at the time of conversion, and the net carrying value of the liability. The loss on extinguishment was recorded as interest expense during the second quarter of 2016. The remaining settlement consideration transferred was allocated to the reacquisition of the embedded conversion option and recognized as a $39.8 million reduction of additional paid-in capital. Transaction costs incurred with third parties related to the conversion were allocated to the liability and equity components and resulted in an additional $0.2 million of interest expense and a $0.2 million reduction of additional paid-in capital. The outstanding Convertible Notes will mature on July 15, 2020 (the “Maturity Date”), unless earlier repurchased by the Company or converted at the option of holders. Holders may convert their Convertible Notes at their option at any time prior to the close of business on the business day immediately preceding April 15, 2020 only under the following circumstances: • during any calendar quarter commencing after September 30, 2013 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; • during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price (as defined in the Convertible Notes) per $1,000 principal amount of Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; or • upon the occurrence of specified corporate events set forth in the indenture governing the Convertible Notes. On or after April 15, 2020 until the close of business on the business day immediately preceding the Maturity Date, holders may convert their Convertible Notes at any time, regardless of the foregoing circumstances. Following the repayment and satisfaction in full of the Company’s obligations to Hercules under the Loan Agreement, which occurred in December 2015, upon any conversion of the Convertible Notes, the Convertible Notes may be settled, at the Company’s election, in cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock. The initial conversion rate of the Convertible Notes is 160 shares of the Company’s common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of $6.25 per share of common stock. The conversion rate will be subject to adjustment in some events, but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the Maturity Date, the Company will increase the conversion rate for a holder who elects to convert its Convertible Notes in connection with such a corporate event in certain circumstances. For the three months ended March 31, 2017 and 2016, interest expense related to the Convertible Notes was $1.7 million and $3.4 million, respectively. The decrease was primarily attributable to interest expense related to a reduction in the principal based on the conversion of some of the Convertible Notes that occurred in April 2016. Future Minimum Payments under Outstanding Borrowings Future minimum payments under outstanding borrowings as of March 31, 2017 are as follows: (in thousands) Convertible Notes Remainder of 2017 $ 1,368 2018 2,736 2019 2,736 2020 and thereafter 63,527 Total 70,367 Less interest (9,576 ) Less unamortized discount (12,863 ) Less current portion — Long-term debt $ 47,928 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 11. Stock-Based Compensation As of December 31, 2015, there were 2.5 million shares of common stock available to be granted under the Company’s 2011 Stock Incentive Plan (the “2011 Plan”). The 2011 Plan is administered by the Company’s board of directors and permits the Company to grant incentive and non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards. In February 2016, 4.1 million additional shares of common stock became available for grant to employees, officers, directors and consultants under the 2011 Plan. At March 31, 2017, there were 5.5 million shares remaining available for grant under the 2011 Plan. During the three months ended March 31, 2017 and 2016, the Company issued options to purchase 0.0 million and 3.1 million shares of common stock, respectively. These options generally vest over a three-year period for employees. Options granted to directors vest immediately. The fair value of stock options granted to employees during the three months ended March 31, 2017 and 2016 was estimated at the date of grant using the following assumptions: Three Months Ended March 31, 2017 2016 Risk-free interest rate 2.10% 1.3-1.5% Expected dividend yield 0% 0% Expected term 5.8 years 5.8 years Expected volatility 67-68% 67-68% The Company uses the simplified method to calculate the expected term, as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. The computation of expected volatility is based on the historical volatility of comparable companies from a representative peer group selected based on industry and market capitalization. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the stock options. Management estimates expected forfeitures based on historical experience and recognizes compensation costs only for those equity awards expected to vest. The Company recognized stock-based compensation expense during the three months ended March 31, 2017 and 2016 as follows: Three Months Ended March 31, (in thousands) 2017 2016 Employee awards: Research and development expense $ 468 $ 1,525 Selling, general and administrative expense 328 985 Total stock-based compensation expense $ 796 $ 2,510 The following table summarizes stock option activity during the three months ended March 31, 2017: Weighted-Average Remaining Aggregate (in thousands, except per share amounts) Options Weighted-Average Exercise Price Contractual Term (in years) Intrinsic Value Outstanding at December 31, 2016 19,024 $ 5.77 5.97 $ 7,564 Granted 3 $ 4.00 Exercised (1,714 ) $ 2.27 Forfeited (790 ) $ 6.49 Outstanding at March 31, 2017 16,523 $ 6.10 2.34 $ 1,989 Vested and expected to vest at March 31, 2017 16,367 $ 6.10 2.34 $ 1,989 Exercisable at March 31, 2017 13,827 $ 5.96 2.25 $ 1,989 The weighted-average grant date fair value per share of stock options granted during the three months ended March 31, 2017 and 2016 was $2.43 and $3.27, respectively. The aggregate intrinsic value is calculated as the difference between the exercise price of the stock options and the fair value of the underlying common stock. The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2017 and 2016 was $1.4 million and $2.1 million, respectively. As of March 31, 2017, there was $3.0 million of total unrecognized stock-based compensation expense related to unvested employee stock awards. The Company expects to recognize this expense over a weighted-average period of approximately 1.6 years. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Changes And Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 12. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supersedes all existing revenue recognition requirements, including most industry-specific guidance. The new standard requires a company to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. This guidance was originally effective for interim and annual periods beginning after December 15, 2016 and allows for adoption using a full retrospective method, or a modified retrospective method. Early adoption was originally not permitted. Subsequent to the issuance of ASU 2014-09, the FASB also issued the following updates related to ASC 606, Revenue from Contracts with Customers • In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,” whereby the effective date for the new revenue standard was deferred by one year. As a result of ASU 2015-14, the new revenue standard is now effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017, and early adoption is now permitted for annual periods beginning after December 15, 2016, including interim periods within that annual period. • In March 2016, the FASB issued ASU 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” to clarify the implementation guidance on principal versus agent considerations. • In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” to clarify the principle for determining whether a good or service is “separately identifiable” from other promises in the contract and to clarify the categorization of licenses of intellectual property. • In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Technical Expedients,” to clarify guidance on transition, determining collectability, non-cash consideration and the presentation of sales and other similar taxes. The Company is currently evaluating the potential impact that the adoption of this guidance may have on the consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, “Financial Statements – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Liabilities,” which contains a number of provisions related to the measurement, presentation and disclosure of financial instruments. This guidance will be effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual periods. Early adoption of this guidance is not permitted with the exception of certain specific presentation requirements that are not currently applicable to the Company. The Company does not anticipate a material impact to the consolidated financial statements as a result of the adoption of this guidance. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” which supersedes all existing lease accounting guidance within ASC 840, Leases In March 2016, the FASB issued ASU 2016-06, “Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments,” which clarifies the requirements for assessing whether contingent call or put options that can accelerate the repayment of principal on debt instruments are clearly and closely related to their debt hosts. This guidance will be effective for annual reporting periods beginning after December 15, 2016, including interim periods within those annual reporting periods, and early adoption is permitted. The Company adopted the guidance and it did not have an impact on the consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, “Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,” which simplifies several areas of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either liabilities or equity and classification of excess tax benefits on the statement of cash flows. This guidance also permits a new entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. This guidance will be effective for annual reporting periods beginning after December 15, 2016, including interim periods within those annual reporting periods, and early adoption is permitted. An entity that elects early adoption must adopt all of the amendments in the same period. The Company adopted the guidance and it did not have an impact on the consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which represents a new credit loss standard that will change the impairment model for most financial assets and certain other financial instruments. Specifically, this guidance will require entities to utilize a new “expected loss” model as it relates to trade and other receivables. In addition, entities will be required to recognize an allowance for estimated credit losses on available-for-sale debt securities, regardless of the length of time that a security has been in an unrealized loss position. This guidance will be effective for annual reporting periods beginning after December 15, 2019, including interim periods within those annual reporting periods, and early adoption is permitted. The Company is currently evaluating the potential impact that the adoption of this guidance may have on the consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” which is intended to reduce diversity in practice in how entities present certain types of cash transactions in the statement of cash flows. This guidance also clarifies how the predominance principle should be applied when classifying cash receipts and cash payments that have attributes of more than one class of cash flows. This guidance will be effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods, and early adoption is permitted. An entity that elects early adoption must adopt all of the amendments in the same period. The Company does not anticipate a material impact to the consolidated financial statements as a result of the adoption of this guidance. Other accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events On April 3, 2017, the Company completed the sale of the Commercial Business to Ipsen, which is outlined more fully in Note 3, “Sale of Commercial Business.” In connection with the closing of the Asset Sale, on April 3, 2017, the Company entered into a transition services agreement with Ipsen pursuant to which the Company and Ipsen are providing certain services to each other for a period of 24 months following the closing, including Ipsen’s agreement to manufacture MM-310 and to perform certain quality related services in accordance with a manufacturing services agreement being negotiated by the parties. In connection with the completion of the Asset Sale, on April 3, 2017, the Company irrevocably deposited the redemption price of the 2022 Notes of $175.0 million outstanding aggregate principal amount, interest through the redemption date and an additional make-whole premium payment of approximately $20.1 million In connection with the completion of the Asset Sale, on April 3, 2017, the Company entered into a sublease with Ipsen, pursuant to which Ipsen is subleasing from the Company approximately 70,237 square feet of leased space in the Company’s Cambridge, Massachusetts facility through the end of the term of the lease on June 30, 2019. In connection with the completion of the Asset Sale, on April 3, 2017, the Company entered into an intellectual property license agreement with Ipsen, pursuant to which Ipsen granted to the Company a perpetual, worldwide, non-exclusive, royalty-free, fully paid-up license in and to all patents included in the transferred intellectual property, other than certain patents relating to generic liposomal technology, with respect to which the license will be exclusive, in each case for use outside of the Commercial Business. The Company granted to Ipsen a non-exclusive, royalty-free, fully paid up, perpetual, irrevocable and worldwide license to all patents it owned at the time of the closing of the transaction contemplated by the Asset Sale Agreement for use in connection with the Commercial Business. On April 3, 2017, the Company entered into an amendment to its facility lease. This lease amendment reduces the final date of the term for approximately 29,157 square feet of leased space at the Company’s current facility in Cambridge, Massachusetts from June 30, 2019 to May 15, 2018 or earlier upon landlord’s election. As a result of this amendment, the Company’s lease payments through 2019 will be reduced by approximately $1.7 million. In connection with the completion of the Asset Sale and the completion of our strategic pipeline review the Company reduced its headcount by approximately 30%. Upon the closing of the Asset Sale, the Company had approximately 80 employees. On April 5, 2017, the Company’s board of directors authorized and declared a special cash dividend of $140.0 million on the Company's common stock. The special dividend is payable on May 26, 2017 to stockholders of record as of the close of business on May 17, 2017. The ex-dividend date for the special dividend will be May 30, 2017, the first trading day following the payment date. On April 7, 2017, the previously disclosed Loan and Security Agreement (the “Credit Agreement”) between the Company and BioPharma Credit Investments IV Sub, LP expired. No amounts were borrowed under the Credit Agreement. In connection with a lawsuit filed by the trustee and certain holders of the Convertible Notes in the Court of Chancery in the State of Delaware, captioned Wells Fargo Bank, National Association, Wolverine Flagship Fund Trading Limited, Highbridge International LLC, and Highbridge Tactical Credit & Convertibles Master Fund, L.P. v. Merrimack Pharmaceuticals, Inc. |
Recent Accounting Pronounceme19
Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Changes And Error Corrections [Abstract] | |
Recent Accounting Pronouncements | In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supersedes all existing revenue recognition requirements, including most industry-specific guidance. The new standard requires a company to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. This guidance was originally effective for interim and annual periods beginning after December 15, 2016 and allows for adoption using a full retrospective method, or a modified retrospective method. Early adoption was originally not permitted. Subsequent to the issuance of ASU 2014-09, the FASB also issued the following updates related to ASC 606, Revenue from Contracts with Customers • In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,” whereby the effective date for the new revenue standard was deferred by one year. As a result of ASU 2015-14, the new revenue standard is now effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017, and early adoption is now permitted for annual periods beginning after December 15, 2016, including interim periods within that annual period. • In March 2016, the FASB issued ASU 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” to clarify the implementation guidance on principal versus agent considerations. • In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” to clarify the principle for determining whether a good or service is “separately identifiable” from other promises in the contract and to clarify the categorization of licenses of intellectual property. • In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Technical Expedients,” to clarify guidance on transition, determining collectability, non-cash consideration and the presentation of sales and other similar taxes. The Company is currently evaluating the potential impact that the adoption of this guidance may have on the consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, “Financial Statements – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Liabilities,” which contains a number of provisions related to the measurement, presentation and disclosure of financial instruments. This guidance will be effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual periods. Early adoption of this guidance is not permitted with the exception of certain specific presentation requirements that are not currently applicable to the Company. The Company does not anticipate a material impact to the consolidated financial statements as a result of the adoption of this guidance. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” which supersedes all existing lease accounting guidance within ASC 840, Leases In March 2016, the FASB issued ASU 2016-06, “Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments,” which clarifies the requirements for assessing whether contingent call or put options that can accelerate the repayment of principal on debt instruments are clearly and closely related to their debt hosts. This guidance will be effective for annual reporting periods beginning after December 15, 2016, including interim periods within those annual reporting periods, and early adoption is permitted. The Company adopted the guidance and it did not have an impact on the consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, “Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,” which simplifies several areas of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either liabilities or equity and classification of excess tax benefits on the statement of cash flows. This guidance also permits a new entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. This guidance will be effective for annual reporting periods beginning after December 15, 2016, including interim periods within those annual reporting periods, and early adoption is permitted. An entity that elects early adoption must adopt all of the amendments in the same period. The Company adopted the guidance and it did not have an impact on the consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which represents a new credit loss standard that will change the impairment model for most financial assets and certain other financial instruments. Specifically, this guidance will require entities to utilize a new “expected loss” model as it relates to trade and other receivables. In addition, entities will be required to recognize an allowance for estimated credit losses on available-for-sale debt securities, regardless of the length of time that a security has been in an unrealized loss position. This guidance will be effective for annual reporting periods beginning after December 15, 2019, including interim periods within those annual reporting periods, and early adoption is permitted. The Company is currently evaluating the potential impact that the adoption of this guidance may have on the consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” which is intended to reduce diversity in practice in how entities present certain types of cash transactions in the statement of cash flows. This guidance also clarifies how the predominance principle should be applied when classifying cash receipts and cash payments that have attributes of more than one class of cash flows. This guidance will be effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods, and early adoption is permitted. An entity that elects early adoption must adopt all of the amendments in the same period. The Company does not anticipate a material impact to the consolidated financial statements as a result of the adoption of this guidance. Other accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption. |
Basis of Presentation and Con20
Basis of Presentation and Consolidation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Non-Controlling Interest in Subsidiary | The change in the non-controlling interest related to Silver Creek was as follows: (in thousands) Non- Controlling Interest Balance at December 31, 2016 $ (1,539 ) Net loss attributable to Silver Creek (467 ) Issuance of Silver Creek Series C preferred stock 600 Balance at March 31, 2017 $ (1,406 ) (in thousands) Non- Controlling Interest Balance at December 31, 2015 $ 239 Net loss attributable to Silver Creek (185 ) Balance at March 31, 2016 $ 54 |
Sale of Commercial Business (Ta
Sale of Commercial Business (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Schedule of Discontinued Operations and Assets Held for Sale | Discontinued operations for the three months ended March 31, 2017 and 2016 includes the following: (in thousands) Three Months Ended March 31, 2017 2016 Revenues: Product revenues, net $ 16,135 $ 9,968 License and collaboration revenues 7,797 11,313 Other revenues 1,973 — Total revenues 25,905 21,281 Costs and expenses: Cost of revenues 3,890 711 Research and development expenses 3,730 4,880 Selling, general and administrative expenses 8,733 11,343 Restructuring expenses 5,265 — Total costs and expenses 21,618 16,934 Other income and expenses: Interest expense (5,234 ) (5,290 ) Loss from discontinued operations (947 ) (943 ) |
Schedule of Carrying Value of Assets and Liabilities Classified as Assets Held for Sale Relates to Commercial Business | The carrying value of the assets and liabilities of the Commercial Business classified as “Assets held for sale” in the condensed consolidated balance sheets are as follows: (in thousands) March 31, 2017 December 31, 2016 Assets Current assets: Accounts receivable, net $ 8,985 $ 17,194 Inventory 15,532 14,554 Prepaid expenses and other current assets 2,117 1,547 Total current assets held for sale 26,634 33,295 Property and equipment, net 1,376 1,553 Intangible assets, net 3,833 3,977 Goodwill 3,605 3,605 Total long-term assets held for sale 8,814 9,135 Liabilities Current liabilities: Accounts payable, accrued expenses and other 28,563 20,613 Deferred revenues 38,624 36,226 Total current liabilities held for sale 67,187 56,839 Deferred revenues, net of current portion 16,877 25,673 Total liabilities held for sale 16,877 25,673 |
Schedule of Inventory of Commercial Business | Inventory of the Commercial Business as of March 31, 2017 and December 31, 2016 consisted of the following: (in thousands) March 31, 2017 December 31, 2016 Raw materials $ 4,246 $ 4,483 Work in process 9,053 8,651 Finished goods 2,233 1,420 Total inventory $ 15,532 $ 14,554 |
Summary of Charges Related to Restructuring Activities | The following table summarizes the charges related to the restructuring activities as of March 31, 2017: (in thousands) Accrued Restructuring Expenses at December 31, 2016 Expenses Less: Payments Accrued Restructuring Expenses at March 31, 2017 Severance, benefits and related costs $ — $ 5,265 $ — $ 5,265 Totals $ — $ 5,265 $ — $ 5,265 |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Outstanding Securities Excluded from Computation of Diluted Loss Per Share | Outstanding securities excluded from the calculation of diluted loss per share for the three months ended March 31, 2017 and 2016 are shown in the chart below: Three Months Ended March 31, (in thousands) 2017 2016 Outstanding options to purchase common stock 16,523 21,647 Conversion of the Convertible Notes 12,158 25,000 |
Fair Value of Financial Instr23
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following tables show assets measured at fair value on a recurring basis as of March 31, 2017 and December 31, 2016: March 31, 2017 (in thousands) Level 1 Level 2 Level 3 Assets: Money market funds $ 7,386 $ — $ — Totals $ 7,386 $ — $ — Liabilities: Silver Creek warrant liability $ — $ — $ 2,926 Totals $ — $ — $ 2,926 December 31, 2016 (in thousands) Level 1 Level 2 Level 3 Assets: Money market funds $ 12,373 $ — $ — Totals $ 12,373 $ — $ — Liabilities: Silver Creek warrant liability $ — $ — $ 1,499 Totals $ — $ — $ 1,499 |
Accounts Payable, Accrued Exp24
Accounts Payable, Accrued Expenses and Other (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Payables And Accruals [Abstract] | |
Schedule of Accounts Payable, Accrued Expenses and Other | Accounts payable, accrued expenses and other as of March 31, 2017 and December 31, 2016 consisted of the following: (in thousands) March 31, 2017 December 31, 2016 Accounts payable $ 7,502 $ 2,692 Accrued goods and services 6,180 8,233 Accrued clinical trial costs 10,390 8,776 Accrued drug purchase costs — 480 Accrued payroll and related benefits 3,308 3,394 Accrued restructuring expenses 581 774 Accrued interest 6,448 2,100 Accrued dividends payable 19 19 Silver Creek warrant liability 2,926 1,499 Deferred tax incentives 1,402 1,402 Total accounts payable, accrued expenses and other $ 38,756 $ 29,369 |
Borrowings (Tables)
Borrowings (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Future Minimum Payments under the Loans Payable | Future minimum payments under outstanding borrowings as of March 31, 2017 are as follows: (in thousands) Convertible Notes Remainder of 2017 $ 1,368 2018 2,736 2019 2,736 2020 and thereafter 63,527 Total 70,367 Less interest (9,576 ) Less unamortized discount (12,863 ) Less current portion — Long-term debt $ 47,928 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Assumptions Used to Calculate Fair Value of Options Granted to Employees | The fair value of stock options granted to employees during the three months ended March 31, 2017 and 2016 was estimated at the date of grant using the following assumptions: Three Months Ended March 31, 2017 2016 Risk-free interest rate 2.10% 1.3-1.5% Expected dividend yield 0% 0% Expected term 5.8 years 5.8 years Expected volatility 67-68% 67-68% |
Schedule of Recognized Stock-Based Compensation Expense | The Company recognized stock-based compensation expense during the three months ended March 31, 2017 and 2016 as follows: Three Months Ended March 31, (in thousands) 2017 2016 Employee awards: Research and development expense $ 468 $ 1,525 Selling, general and administrative expense 328 985 Total stock-based compensation expense $ 796 $ 2,510 |
Summary of Stock Option Activity | The following table summarizes stock option activity during the three months ended March 31, 2017: Weighted-Average Remaining Aggregate (in thousands, except per share amounts) Options Weighted-Average Exercise Price Contractual Term (in years) Intrinsic Value Outstanding at December 31, 2016 19,024 $ 5.77 5.97 $ 7,564 Granted 3 $ 4.00 Exercised (1,714 ) $ 2.27 Forfeited (790 ) $ 6.49 Outstanding at March 31, 2017 16,523 $ 6.10 2.34 $ 1,989 Vested and expected to vest at March 31, 2017 16,367 $ 6.10 2.34 $ 1,989 Exercisable at March 31, 2017 13,827 $ 5.96 2.25 $ 1,989 |
Nature of the Business - Additi
Nature of the Business - Additional Information (Detail) - Subsequent Event [Member] | Apr. 03, 2017USD ($) |
Ipsen [Member] | Asset Sale Agreement [Member] | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Upfront cash payment received | $ 575,000,000 |
Ipsen [Member] | Asset Sale Agreement [Member] | Maximum [Member] | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Additional payments receivable on achievement of certain milestone events | 450,000,000 |
Baxalta [Member] | License and Collaboration Agreements [Member] | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Net milestone payments expected to be received | $ 33,000,000 |
Basis of Presentation and Con28
Basis of Presentation and Consolidation - Additional Information (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Cash and cash equivalents | $ 17,155 | $ 21,524 | $ 48,237 | $ 185,606 |
Preferred stock issued | 0 | 0 | ||
Net cash proceeds from stock issuance | $ 2,024 | |||
Silver Creek [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Cash and cash equivalents | $ 2,800 | |||
Ownership interest percentage held by parent and its de facto agents | 52.00% | |||
Silver Creek [Member] | Series C Preferred Stock [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Preferred stock issued | 1,400 | |||
Preferred stock price per share | $ 1.50 | |||
Net cash proceeds from stock issuance | $ 2,000 | |||
Warrants issued to purchase preferred stock, shares | 1,800 | 1,900 |
Basis of Presentation and Con29
Basis of Presentation and Consolidation - Schedule of Non-Controlling Interest in Subsidiary (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Minority Interest [Line Items] | ||
Balance at the beginning of the period | $ (1,539) | $ 239 |
Net loss attributable to Silver Creek | (467) | (185) |
Balance at the end of the period | (1,406) | $ 54 |
Series C Preferred Stock [Member] | ||
Minority Interest [Line Items] | ||
Issuance of Silver Creek Series C preferred stock | $ 600 |
Sale of Commercial Business - A
Sale of Commercial Business - Additional Information (Detail) | Apr. 03, 2017USD ($)Employee | Jan. 08, 2017Employee | May 05, 2011USD ($) | Mar. 31, 2017USD ($) |
January 2017 Corporate Restructuring [Member] | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Restructuring activity, announcement date | Jan. 8, 2017 | |||
Restructuring and related cost, headcount reduction percentage | 30.00% | |||
Restructuring and related cost, number of employees after headcount reduction | Employee | 80 | |||
January 2017 Corporate Restructuring [Member] | Discontinued Operations [Member] | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Restructuring expenses | $ 5,300,000 | |||
January 2017 Corporate Restructuring [Member] | Contractual Termination Benefits [Member] | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Restructuring expenses | $ 5,300,000 | |||
January 2017 Corporate Restructuring [Member] | One-time Employee Termination Benefits [Member] | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Restructuring And Related Activities Description | One-time employee termination benefits are comprised of severance, benefits and related costs, all of which are expected to result in cash expenditures. The Company anticipates that the majority of these payments will be made during the second quarter of 2017. | |||
PharmaEngine [Member] | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Upfront license fees paid | $ 10,000,000 | |||
PharmaEngine [Member] | Development and Regulatory Milestone [Member] | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Maximum milestone payment obligation | 80,000,000 | |||
PharmaEngine [Member] | Sales Milestone [Member] | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Maximum milestone payment obligation | $ 130,000,000 | |||
Subsequent Event [Member] | Asset Sale Agreement [Member] | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Restructuring and related cost, headcount reduction percentage | 30.00% | |||
Restructuring and related cost, number of employees after headcount reduction | Employee | 80 | |||
Subsequent Event [Member] | Ipsen [Member] | Asset Sale Agreement [Member] | Clinical Trials in Pancreas as First-Line Treatment [Member] | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Additional payments receivable on achievement of certain milestone events | $ 225,000,000 | |||
Subsequent Event [Member] | Ipsen [Member] | Asset Sale Agreement [Member] | Clinical Trials in Small Cell Lung Cancer [Member] | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Additional payments receivable on achievement of certain milestone events | 150,000,000 | |||
Subsequent Event [Member] | Ipsen [Member] | Asset Sale Agreement [Member] | Other Unrelated Clinical Trials [Member] | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Additional payments receivable on achievement of certain milestone events | 75,000,000 | |||
Subsequent Event [Member] | Ipsen [Member] | Asset Sale Agreement [Member] | Development and Commercialization Milestones [Member] | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Maximum amount of milestone payments that can be received | 33,000,000 | |||
Subsequent Event [Member] | Ipsen [Member] | Asset Sale Agreement [Member] | Sale Milestones in Major European Countries [Member] | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Potential milestone payments receivable | 18,000,000 | |||
Subsequent Event [Member] | Ipsen [Member] | Asset Sale Agreement [Member] | Sale Milestones in Major Non-European and Non-Asian Country [Member] | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Potential milestone payments receivable | 5,000,000 | |||
Subsequent Event [Member] | Ipsen [Member] | Asset Sale Agreement [Member] | Clinical Trials in Lung Cancer [Member] | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Potential milestone payments receivable | 10,000,000 | |||
Subsequent Event [Member] | Ipsen [Member] | Asset Sale Agreement [Member] | Maximum [Member] | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Additional payments receivable on achievement of certain milestone events | $ 450,000,000 |
Sale of Commercial Business - S
Sale of Commercial Business - Schedule of Discontinued Operations and Assets Held for Sale (Detail) - Commercial Business [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues: | ||
Product revenues, net | $ 16,135 | $ 9,968 |
License and collaboration revenues | 7,797 | 11,313 |
Other revenues | 1,973 | |
Total revenues | 25,905 | 21,281 |
Costs and expenses: | ||
Cost of revenues | 3,890 | 711 |
Research and development expenses | 3,730 | 4,880 |
Selling, general and administrative expenses | 8,733 | 11,343 |
Restructuring expenses | 5,265 | |
Total costs and expenses | 21,618 | 16,934 |
Other income and expenses: | ||
Interest expense | (5,234) | (5,290) |
Loss from discontinued operations | $ (947) | $ (943) |
Sale of Commercial Business -32
Sale of Commercial Business - Schedule of Carrying Value of Assets and Liabilities Classified as Assets Held for Sale Relates to Commercial Business (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Total current assets held for sale | $ 26,634 | $ 33,295 |
Total long-term assets held for sale | 8,814 | 9,135 |
Current liabilities: | ||
Total current liabilities held for sale | 67,187 | 56,839 |
Total liabilities held for sale | 16,877 | 25,673 |
Commercial Business [Member] | ||
Current assets: | ||
Accounts receivable, net | 8,985 | 17,194 |
Inventory | 15,532 | 14,554 |
Prepaid expenses and other current assets | 2,117 | 1,547 |
Total current assets held for sale | 26,634 | 33,295 |
Property and equipment, net | 1,376 | 1,553 |
Intangible assets, net | 3,833 | 3,977 |
Goodwill | 3,605 | 3,605 |
Total long-term assets held for sale | 8,814 | 9,135 |
Current liabilities: | ||
Accounts payable, accrued expenses and other | 28,563 | 20,613 |
Deferred revenues | 38,624 | 36,226 |
Total current liabilities held for sale | 67,187 | 56,839 |
Deferred revenues, net of current portion | 16,877 | 25,673 |
Total liabilities held for sale | $ 16,877 | $ 25,673 |
Sale of Commercial Business -33
Sale of Commercial Business - Schedule of Inventory of Commercial Business (Detail) - Commercial Business [Member] - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Inventory [Line Item] | ||
Raw materials | $ 4,246 | $ 4,483 |
Work in process | 9,053 | 8,651 |
Finished goods | 2,233 | 1,420 |
Total inventory | $ 15,532 | $ 14,554 |
Sale of Commercial Business -34
Sale of Commercial Business - Summary of Charges Related to Restructuring Activities (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Restructuring Cost And Reserve [Line Items] | |
Accrued Restructuring Expenses at Dec 31, 2016 | $ 774 |
Accrued Restructuring Expenses at Mar 31, 2017 | 581 |
Commercial Business [Member] | |
Restructuring Cost And Reserve [Line Items] | |
Expenses | 5,265 |
Accrued Restructuring Expenses at Mar 31, 2017 | 5,265 |
Commercial Business [Member] | Severance Benefits and Related Costs [Member] | |
Restructuring Cost And Reserve [Line Items] | |
Expenses | 5,265 |
Accrued Restructuring Expenses at Mar 31, 2017 | $ 5,265 |
Going Concern - Additional Info
Going Concern - Additional Information (Detail) - USD ($) $ in Thousands | Apr. 05, 2017 | Apr. 03, 2017 | Apr. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 22, 2015 | Jul. 31, 2013 |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Unrestricted cash and cash equivalents | $ 17,155 | $ 21,524 | $ 48,237 | $ 185,606 | |||||
Subsequent Event [Member] | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Special cash to be distributed | $ 140,000 | ||||||||
Deposited into escrow account | $ 60,000 | ||||||||
Convertible Notes [Member] | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Interest rate (as a percent) | 4.50% | ||||||||
Convertible Notes [Member] | Subsequent Event [Member] | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Interest rate (as a percent) | 4.50% | ||||||||
Deposited into escrow account | $ 60,000 | ||||||||
2022 Notes [Member] | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Interest rate (as a percent) | 11.50% | ||||||||
2022 Notes [Member] | Subsequent Event [Member] | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Interest rate (as a percent) | 11.50% | ||||||||
Asset Sale Agreement [Member] | Convertible Notes [Member] | Subsequent Event [Member] | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Special cash to be distributed | $ 140,000 | ||||||||
Asset Sale Agreement [Member] | 2022 Notes [Member] | Subsequent Event [Member] | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Aggregate principal amount outstanding to be redeemed | 175,000 | ||||||||
Additional premium payment | 20,100 | ||||||||
Ipsen [Member] | Asset Sale Agreement [Member] | Subsequent Event [Member] | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Upfront cash payment received | $ 575,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense (benefit) | $ 0 | $ 0 |
Net Loss Per Common Share - Add
Net Loss Per Common Share - Additional Information (Detail) - Convertible Notes [Member] - USD ($) $ in Millions | Mar. 31, 2017 | Jul. 31, 2013 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Aggregate principal amount | $ 125 | |
Aggregate principal amount of outstanding debt | $ 60.8 |
Net Loss Per Common Share - Sch
Net Loss Per Common Share - Schedule of Outstanding Securities Excluded from Computation of Diluted Loss Per Share (Detail) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Outstanding Options to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Outstanding securities excluded from calculation of diluted loss per share | 16,523 | 21,647 |
Conversion of the Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Outstanding securities excluded from calculation of diluted loss per share | 12,158 | 25,000 |
Fair Value of Financial Instr39
Fair Value of Financial Instruments - Schedule of Assets Measured at Fair Value on a Recurring Basis (Detail) - Recurring Basis [Member] - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | $ 7,386 | $ 12,373 |
Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 7,386 | 12,373 |
Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 2,926 | 1,499 |
Level 3 [Member] | Silver Creek [Member] | Warrant Liability [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | $ 2,926 | $ 1,499 |
Fair Value of Financial Instr40
Fair Value of Financial Instruments - Additional Information (Detail) - USD ($) shares in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | Dec. 22, 2015 | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Transfers between fair value measurement levels | $ 0 | $ 0 | |
Senior Convertible Notes [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Aggregate principal amount of outstanding debt | 47,900,000 | ||
Senior Convertible Notes [Member] | Level 2 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Fair value of debt | 51,300,000 | ||
2022 Notes [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Fair value of debt | 172,700,000 | ||
Aggregate principal amount of outstanding debt | $ 170,100,000 | ||
Aggregate principal amount of loan | $ 175,000,000 | ||
Silver Creek [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Risk-free interest rate | 2.20% | 2.30% | |
Expected dividend yield | 0.00% | 0.00% | |
Expected volatility | 62.20% | 61.70% | |
Expected term | 6 years 10 months 24 days | 6 years 10 months 24 days | |
Silver Creek [Member] | Series C Preferred Stock [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Warrants issued to purchase preferred stock, shares | 1.8 | 1.9 | |
Warrants to purchase preferred stock, value | $ 2,900,000 | $ 1,500,000 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Detail) | 3 Months Ended | |
Mar. 31, 2017USD ($)Security | Mar. 31, 2016USD ($) | |
Amortized Cost And Fair Value Debt Securities [Abstract] | ||
Number of securities held in unrealized loss position | Security | 0 | |
Realized gains (losses) on sale of available-for-sale securities | $ | $ 0 | $ 0 |
Accounts Payable, Accrued Exp42
Accounts Payable, Accrued Expenses and Other - Schedule of Accounts Payable, Accrued Expenses and Other (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Accounts Payable And Accrued Liabilities [Line Items] | ||
Accounts payable | $ 7,502 | $ 2,692 |
Accrued goods and services | 6,180 | 8,233 |
Accrued clinical trial costs | 10,390 | 8,776 |
Accrued drug purchase costs | 480 | |
Accrued payroll and related benefits | 3,308 | 3,394 |
Accrued restructuring expenses | 581 | 774 |
Accrued interest | 6,448 | 2,100 |
Accrued dividends payable | 19 | 19 |
Deferred tax incentives | 1,402 | 1,402 |
Total accounts payable, accrued expenses and other | 38,756 | 29,369 |
Silver Creek [Member] | ||
Accounts Payable And Accrued Liabilities [Line Items] | ||
Warrant liability | $ 2,926 | $ 1,499 |
Borrowings - 2022 Notes - Addit
Borrowings - 2022 Notes - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 22, 2015 | Mar. 31, 2017 | Mar. 31, 2016 |
Schedule Of Debt Instruments [Line Items] | |||
Debt maturity date | Jul. 15, 2020 | ||
Interest expense | $ 1,979 | $ 3,290 | |
2022 Notes [Member] | |||
Schedule Of Debt Instruments [Line Items] | |||
Aggregate principal amount | $ 175,000 | ||
Net proceeds from the debt issuance | $ 168,500 | ||
Interest rate (as a percent) | 11.50% | ||
Semi-annual installments of principal | $ 21,900 | ||
Debt maturity date | Dec. 15, 2022 | ||
Interest expense | $ 5,200 | $ 5,200 |
Borrowings - Convertible Notes
Borrowings - Convertible Notes - Additional Information (Detail) | Apr. 18, 2016shares | Apr. 13, 2016USD ($)shares | Jul. 31, 2013USD ($)$ / shares | Jul. 31, 2013USD ($)$ / shares | Mar. 31, 2017USD ($)shares | Jun. 30, 2016USD ($)shares | Mar. 31, 2016USD ($) | Dec. 31, 2016shares |
Debt Instrument [Line Items] | ||||||||
Common stock, shares issued | shares | 131,911,000 | 130,197,000 | ||||||
Debt maturity date | Jul. 15, 2020 | |||||||
Interest expense | $ 1,979,000 | $ 3,290,000 | ||||||
Convertible Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | $ 125,000,000 | $ 125,000,000 | ||||||
Net proceeds from the debt issuance | $ 120,600,000 | |||||||
Interest rate (as a percent) | 4.50% | 4.50% | ||||||
Embedded conversion option | $ 53,800,000 | $ 53,800,000 | ||||||
Underwriting discounts and commissions and offering expenses | 4,400,000 | |||||||
Principal amount of convertible notes due 2020 converted into shares of common stock | $ 64,200,000 | |||||||
Conversion ratio, principal amount | $ 1,000 | $ 1,000 | $ 1,000 | |||||
Conversion rate of common stock shares per $1,000 principal amount | 136 | 160 | ||||||
Common stock, shares issued | shares | 8,732,152 | 3,635,511 | 12,367,663 | |||||
Value of additional shares issued for conversion | $ 27,700,000 | |||||||
Trading period | 10 days | |||||||
Increase to additional paid in capital pursuant to conversion | $ 101,000,000 | |||||||
Loss on extinguishment of debt | 14,600,000 | |||||||
Reduction in additional paid-in capital attributable to embedded conversion option | $ 39,800,000 | |||||||
Number of consecutive trading days during which the closing price of the entity's common stock must exceed the conversion price for at least 20 days in order for the notes to be convertible | 30 days | |||||||
Convertibility of debt, closing price of stock test, percentage of stock price to conversion price for the notes that must be exceeded | 130.00% | |||||||
Number of consecutive business days immediately after any five consecutive trading day period during the note measurement period | 5 days | |||||||
Number of consecutive trading days before five consecutive business days during the note measurement period | 5 days | |||||||
Initial conversion price of shares (in dollars per share) | $ / shares | $ 6.25 | $ 6.25 | ||||||
Interest expense | 1,700,000 | $ 3,400,000 | ||||||
Convertible Notes [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of days within 30 consecutive trading days in which the closing price of the entity's common stock must exceed the conversion price for the notes to be convertible | 20 days | |||||||
Convertible Notes [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertibility of debt, trading price of debt test, percentage of closing price of stock used in calculation | 98.00% | |||||||
Convertible Notes [Member] | Transaction Costs Incurred With Third Parties [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Reduction in additional paid-in capital | 200,000 | |||||||
Convertible Notes [Member] | Interest Expense [Member] | Transaction Costs Incurred With Third Parties [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Transaction costs related to conversion of convertible notes due 2020 incurred and paid | $ 200,000 |
Borrowings - Schedule of Future
Borrowings - Schedule of Future Minimum Payments under the Loans Payable (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 218,041 | $ 216,861 |
Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Remainder of 2017 | 1,368 | |
2,018 | 2,736 | |
2,019 | 2,736 | |
2020 and thereafter | 63,527 | |
Loans payable, gross including contractual interest | 70,367 | |
Less interest | (9,576) | |
Less unamortized discount | (12,863) | |
Long-term debt | $ 47,928 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | ||
Feb. 29, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Options, Granted | 3,000 | |||
Weighted-average grant date fair value per share of stock options | $ 2.43 | $ 3.27 | ||
Aggregate intrinsic value of options exercised | $ 1.4 | $ 2.1 | ||
Unrecognized stock-based compensation expense related to nonvested stock awards | $ 3 | |||
Weighted average period over which unrecognized stock-based compensation expense is expected to be recognized | 1 year 7 months 6 days | |||
Stock Incentive Plan 2011 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares of common stock available for grant (in shares) | 5,500,000 | 2,500,000 | ||
Additional common stock available for issuance (in shares) | 4,100,000 | |||
Number of Options, Granted | 0 | 3,100,000 | ||
Stock Incentive Plan 2011 [Member] | Employee [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options vesting period | 3 years |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Assumptions Used to Calculate Fair Value of Options Granted to Employees (Detail) - Options to Purchase Common Stock [Member] | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 2.10% | |
Expected dividend yield | 0.00% | 0.00% |
Expected term | 5 years 9 months 18 days | 5 years 9 months 18 days |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 1.30% | |
Expected volatility | 67.00% | 67.00% |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 1.50% | |
Expected volatility | 68.00% | 68.00% |
Stock-Based Compensation - Sc48
Stock-Based Compensation - Schedule of Recognized Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | $ 796 | $ 2,510 |
Research and Development Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense for employee awards | 468 | 1,525 |
Selling, General and Administrative Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense for employee awards | $ 328 | $ 985 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding Roll Forward | ||
Number of Options, Outstanding, Beginning balance | 19,024 | |
Number of Options, Granted | 3 | |
Number of Options, Exercised | (1,714) | |
Number of Options, Forfeited | (790) | |
Number of Options, Outstanding, Ending balance | 16,523 | 19,024 |
Number of Options, Vested and expected to vest | 16,367 | |
Number of Options, Exercisable | 13,827 | |
Weighted-Average Exercise Price, Outstanding, Beginning balance | $ 5.77 | |
Weighted-Average Exercise Price, Granted | 4 | |
Weighted-Average Exercise Price, Exercised | 2.27 | |
Weighted-Average Exercise Price, Forfeited | 6.49 | |
Weighted-Average Exercise Price, Outstanding, Ending balance | 6.10 | $ 5.77 |
Weighted-Average Exercise Price, Vested and expected to vest | 6.10 | |
Weighted-Average Exercise Price, Exercisable | $ 5.96 | |
Weighted-Average Remaining Contractual Term | 2 years 4 months 2 days | 5 years 11 months 19 days |
Weighted-Average Remaining Contractual Term, Vested and expected to vest | 2 years 4 months 2 days | |
Weighted-Average Remaining Contractual Term, Exercisable | 2 years 3 months | |
Aggregate Intrinsic Value, Outstanding | $ 1,989 | $ 7,564 |
Aggregate Intrinsic Value, Vested and expected to vest | 1,989 | |
Aggregate Intrinsic Value, Exercisable | $ 1,989 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] | Apr. 07, 2017USD ($) | Apr. 05, 2017USD ($) | Apr. 03, 2017USD ($)ft²Employee | Apr. 30, 2017USD ($) |
Subsequent Event [Line Items] | ||||
Dividend date declared | Apr. 5, 2017 | |||
Special cash dividend to be paid | $ 140,000,000 | |||
Dividend payable date | May 26, 2017 | |||
Dividend payable, date of record | May 17, 2017 | |||
Ex-dividend date | May 30, 2017 | |||
Proceeds from asset sale deposited into escrow account | $ 60,000,000 | |||
BioPharma Credit Investments IV Sub, LP [Member] | Credit Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Credit facility, expiration date | Apr. 7, 2017 | |||
Credit facility, amounts borrowed | $ 0 | |||
Asset Sale Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Transition services agreement period | 24 months | |||
Restructuring and related cost, headcount reduction percentage | 30.00% | |||
Restructuring and related cost, number of employees after headcount reduction | Employee | 80 | |||
Asset Sale Agreement [Member] | Ipsen [Member] | Manufacturing Facility [Member] | ||||
Subsequent Event [Line Items] | ||||
Area of sublease property | ft² | 70,237 | |||
Lease expiration date | Jun. 30, 2019 | |||
Asset Sale Agreement [Member] | Ipsen [Member] | Manufacturing Facility [Member] | Amendment [Member] | ||||
Subsequent Event [Line Items] | ||||
Area of sublease property | ft² | 29,157 | |||
Lease expiration description | May 15, 2018 or earlier upon landlord’s election | |||
Reduction in lease payments | $ 1,700,000 | |||
Asset Sale Agreement [Member] | Ipsen [Member] | Manufacturing Facility [Member] | Amendment [Member] | Maximum [Member] | ||||
Subsequent Event [Line Items] | ||||
Lease expiration date | May 15, 2018 | |||
Asset Sale Agreement [Member] | 2022 Notes [Member] | ||||
Subsequent Event [Line Items] | ||||
Aggregate principal amount outstanding to be redeemed | $ 175,000,000 | |||
Additional premium payment | $ 20,100,000 |