Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 07, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | MACK | ||
Entity Registrant Name | MERRIMACK PHARMACEUTICALS INC | ||
Entity Central Index Key | 0001274792 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 13,410,243 | ||
Entity Public Float | $ 67,545,578 | ||
Entity Interactive Data Current | Yes | ||
Title of 12(b) Security | Common Stock, $0.01 par value | ||
Security Exchange Name | NASDAQ | ||
Entity File Number | 001-35409 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 04-3210530 | ||
Entity Address, Address Line One | One Broadway | ||
Entity Address, Address Line Two | 14th Floor | ||
Entity Address, City or Town | Cambridge | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02142 | ||
City Area Code | (617) | ||
Local Phone Number | 720-8606 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Auditor Name | Marcum llp | ||
Auditor Location | Boston, MA | ||
Auditor Firm ID | 688 | ||
Documents Incorporated by Reference [Text Block] | The registrant intends to file a definitive proxy statement pursuant to Regulation 14A in connection with its 2022 Annual Meeting of Stockholders. Portions of such proxy statement are incorporated by reference into Part III of this Annual Report on Form 10-K. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 14,203 | $ 14,038 |
Prepaid expenses and other current assets | 480 | 2,506 |
Total current assets | 14,683 | 16,544 |
Other assets | 66 | 232 |
Total assets | 14,749 | 16,776 |
Current liabilities: | ||
Accounts payable, accrued expenses and other | 562 | 770 |
Total current liabilities | 562 | 770 |
Total liabilities | 562 | 770 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.01 par value: 10,000 shares authorized at December 31, 2021 and 2020 no shares issued or outstanding at December 31, 2021 or 2020 | ||
Common stock, $0.01 par value: 30,000 shares authorized at December 31, 2021 and 2020; 13,410 and 13,380 shares issued and outstanding at December 31, 2021 and 2020 | 1,334 | 1,334 |
Additional paid-in capital | 558,945 | 558,309 |
Accumulated deficit | (546,092) | (543,637) |
Total stockholders’ equity | 14,187 | 16,006 |
Total liabilities and stockholders’ equity | $ 14,749 | $ 16,776 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
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 | 30,000,000 | 30,000,000 |
Common stock, shares issued | 13,410,000 | 13,380,000 |
Common stock, shares outstanding | 13,410,000 | 13,380,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses: | ||
General and administrative expenses | $ 2,616 | $ 5,012 |
Gain on sales of assets | (144) | (2,139) |
Total operating expenses | 2,472 | 2,873 |
Loss from continuing operations | (2,472) | (2,873) |
Other income and expenses: | ||
Interest income | 20 | 50 |
Other income (expense), net | (191) | |
Total other income and expenses | 20 | (141) |
Loss before income tax benefit | (2,452) | (3,014) |
Income tax expense | (3) | (14) |
Net loss and comprehensive loss | $ (2,455) | $ (3,028) |
Net loss per common share - basic and diluted | $ (0.18) | $ (0.23) |
Weighted-average common shares used to compute basic and diluted net loss per common share | 13,407 | 13,380 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2019 | $ 17,312 | $ 1,334 | $ 556,587 | $ (540,609) |
Balance (in shares) at Dec. 31, 2019 | 13,380 | |||
Stock-based compensation | 1,722 | 1,722 | ||
Net loss | (3,028) | (3,028) | ||
Balance at Dec. 31, 2020 | 16,006 | $ 1,334 | 558,309 | (543,637) |
Balance (in shares) at Dec. 31, 2020 | 13,380 | |||
Exercise of stock options | $ 239 | 239 | ||
Exercise of stock options (in shares) | 30 | 30 | ||
Stock-based compensation | $ 397 | 397 | ||
Net loss | (2,455) | (2,455) | ||
Balance at Dec. 31, 2021 | $ 14,187 | $ 1,334 | $ 558,945 | $ (546,092) |
Balance (in shares) at Dec. 31, 2021 | 13,410 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (2,455) | $ (3,028) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Gain on sales of in process research and development | (144) | (2,139) |
Stock-based compensation expense | 397 | 1,722 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | 2,192 | 764 |
Accounts payable, accrued expenses and other | (208) | (1,944) |
Net cash used in operating activities | (218) | (4,625) |
Cash flows from investing activities | ||
Proceeds from sale of in-process research and development assets | 144 | 2,139 |
Net cash provided by investing activities | 144 | 2,139 |
Cash flows from financing activities | ||
Proceeds from exercise of options | 239 | |
Repayment of other liability | (56) | |
Net cash provided by (used in) financing activities | 239 | (56) |
Net increase (decrease) in cash and cash equivalents | 165 | (2,542) |
Cash and cash equivalents, beginning of period | 14,038 | 16,580 |
Cash and cash equivalents, end of period | $ 14,203 | $ 14,038 |
Nature of the Business and Summ
Nature of the Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Nature of the Business and Summary of Significant Accounting Policies | 1. Nature of the Business and Summary of Significant Accounting Policies Nature of the Business Merrimack Pharmaceuticals, Inc. (the “Company”) is a biopharmaceutical company based in Cambridge, Massachusetts that is entitled to receive up to $450.0 million in contingent milestone payments related to its sale of ONIVYDE ® The $450.0 million in potential milestone payments resulting from the Ipsen Sale consist of: • $225.0 million upon approval by the U.S. Food and Drug Administration (“FDA”) of ONIVYDE for the first-line treatment of metastatic adenocarcinoma of the pancreas, subject to certain conditions; • $150.0 million upon approval by the FDA of ONIVYDE for the treatment of small-cell lung cancer after failure of first-line chemotherapy; and • $75.0 million upon approval by the FDA of ONIVYDE for an additional indication unrelated to those described above. On May 30, 2019, the Company announced the completion of its review of strategic alternatives, following which the Company’s board of directors (the “Board”) implemented a series of measures designed to extend the Company’s cash runway and preserve its ability to capture the potential milestone payments resulting from the Ipsen Sale. In connection with that announcement, the Company discontinued the discovery efforts on its remaining preclinical programs: MM-401, an agonistic antibody targeting a novel immuno-oncology target, TNFR2; and MM-201, a highly stabilized agonist-Fc fusion protein targeting death receptors 4 and 5. The Company is seeking potential acquirers for its remaining preclinical and clinical assets. The Company’s termination of its executive management team and all other employees was substantially completed by June 28, 2019 and fully completed by July 12, 2019. As of July 12, 2019, the Company no longer had any employees. The Company has engaged external consultants to run the day-to-day operations of the Company. The Company has also entered into consulting agreements with certain former members of its executive management team who are supporting the Company’s relationship with current partners, assisting with the potential sale of remaining preclinical and clinical assets, and assisting with certain legal and regulatory matters and the continued wind-down of operations. On July 12, 2019, the Company completed the sale to Elevation Oncology, Inc. (formerly known as 14ner Oncology, Inc.) (“Elevation”) of its anti-HER3 antibody programs, MM-121 (seribantumab) and MM-111 (the “Elevation Sale”). In connection with the Elevation Sale, the Company received an upfront cash payment of $3.5 million. The Company is also eligible to receive up to $54.5 million in additional potential development, regulatory approval and commercial-based milestone payments, consisting of: • $3.0 million for achievement of the primary endpoint in the first registrational clinical study of either MM-121 or MM-111; • Up to $16.5 million in total payments for the achievement of various regulatory approval and reimbursement-based milestones in the United States, Europe and Japan; and • Up to $35.0 million in total payments for achieving various cumulative worldwide net sales targets between $100.0 million and $300.0 million for MM-121 and MM-111. On March 27, 2020, the Company entered into an Asset Purchase Agreement (the “Celator Agreement”) with Celator Pharmaceuticals, Inc. (“Celator”), pursuant to which Celator agreed to purchase certain assets relating to certain of the Company’s preclinical nanoliposome programs (the “Celator sale”). The Company and Celator completed the Celator sale simultaneously with the execution of the Celator Agreement. Under the terms of the Celator Agreement, Celator paid to the Company a cash payment of million and reimbursed the Company for related to certain specified expenses. The Company incurred $0.4 million expenses related to the Celator sale. On September 15, 2021, the Company entered into an Asset Purchase Option Agreement (the “Asset Purchase Option Agreement”) with a third party (the “Purchaser”), pursuant to which the Purchaser agreed to obtain an exclusive option (the “Option”), to purchase one of the Company’s preclinical programs with a consideration of $0.5 million. Under the terms of the Asset Purchase Option Agreement, the Purchaser paid to the Company the Option fee of $ 0.1 million. The Purchaser may exercise the Option within 24 months from September 15, 2021. The Company recognized a gain of $ 0.1 million related to the Option fee payment for the year ended December 31, 2021. Subsequent to year end, on March 1, 2022 the Purchaser exercised the Option for consideration of $ 0.5 million, see subsequent events (Note 9) for further details. 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, development by competitors of new technological innovations, protection of proprietary technology and compliance with government regulations. None of the Company’s product candidates sold to others or retained by the Company are approved for any indication by the FDA or any other regulatory agency. The Company operates in an environment of rapid change in technology and substantial competition from pharmaceutical and biotechnology companies, among others. In addition, the Company is dependent upon the services of its external consultants for the operation of the Company. The Company’s business strategy depends substantially upon its ability to receive future milestone payments from Ipsen. Any failure to achieve such milestones or a perception that the milestones may not be achieved will materially and adversely affect the Company and the value of its common stock. In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern he Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. As of December 31, 2021, the Company had an accumulated deficit of $546.1 million. During the year ended December 31, 2021, the Company incurred a net loss of $2.5 million and used $0.2 million of cash in operating activities. The Company expects to continue to generate operating losses in the foreseeable future. Based on current projections, the Company expects that its cash and cash equivalents of $14.2 million at December 31, 2021 will allow the Company to continue its operations into 2027, when the Company estimates the longest-term potential Ipsen milestone may be achieved. The continued viability of the Company beyond that point is dependent on its ability to raise additional capital to finance its operations or to reduce operating expenses. There can be no assurance that the Company will be able to obtain sufficient capital to cover its costs on acceptable terms, if at all. The Company expects that it would finance any future cash needs through a combination of divestitures of its product candidates or other assets, equity offerings and debt financings. There can be no assurance as to the timing, terms or consummation of any divestiture or financing, and the terms of any such financing may adversely affect the holdings or the rights of the Company’s stockholders or require the Company to relinquish rights to certain of its revenue streams or product candidates. Summary of Significant Accounting Policies Segment Information Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business as one operating segment and the Company operates in only one Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared under U.S. generally accepted accounting principles (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries, all intercompany accounts and transactions have been eliminated. Use of Estimates GAAP requires the Company’s management to make estimates and judgments that may affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. The Company bases estimates and judgments on historical experience and on various other factors that it believes to be reasonable under the circumstances. The most significant estimates in these consolidated financial statements include, but may not be limited to, accounting for stock-based compensation and the accrual of remaining clinical trial expenses and professional service expenses. The Company’s actual results may differ from these estimates under different assumptions or conditions. The Company evaluates its estimates on an ongoing basis. Changes in estimates are reflected in reported results in the period in which they become known by the Company’s management. Cash and Cash Equivalents Cash and cash equivalents are short-term, highly liquid investments with original maturities of three months or less at the date of purchase. Investments qualifying as cash equivalents primarily consist of money market funds. 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. Accrued Expenses As part of the process of preparing financial statements, the Company is required to estimate accrued expenses. This process involves identifying services that have been performed on the Company’s behalf and estimating the level of services performed and the associated costs incurred for such services where the Company has not yet been invoiced or otherwise notified of actual cost. The Company records these estimates in its consolidated financial statements as of each balance sheet date. Examples of estimated accrued expenses include: • fees due to contract research organizations in connection with preclinical and toxicology studies and clinical trials; • fees paid to investigative sites in connection with clinical trials; and • professional service fees. In accruing service fees, the Company estimates the time period over which services will be provided and the level of effort in each period. If the actual timing of the provision of services or the level of effort varies from the estimate, the Company adjusts the accrual accordingly. In the event that the Company does not identify costs that have been incurred or it under or overestimates the level of services performed or the costs of such services, its actual expenses could differ from such estimates. The date on which some services commence, the level of services performed on or before a given date and the cost of such services are often subjective determinations. The Company prepares its estimates based on the facts and circumstances known to it at the time and in accordance with GAAP. There have been no material changes in estimates for the periods presented. General and Administrative Expenses General and administrative expenses are comprised of consulting fees and other related costs for personnel, including stock-based compensation expenses and benefits, in the Company’s commercial, legal, intellectual property, business development, finance, information technology, corporate communications, investor relations and human resources departments. Other general and administrative expenses include costs for employee training and development, board of directors costs, depreciation, insurance expenses, facility-related costs, professional fees for legal services, including patent-related expenses, and accounting and information technology services. Stock-Based Compensation Expense The Company accounts for all stock-based payments to non-employees, including grants of stock options, to be recognized in the consolidated statements of operations and comprehensive loss based on their grant date fair values. For stock options granted to members of the Board for their service on the Board, the Company estimates the grant date fair value of each option award using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires the Company to make assumptions with respect to the expected term of the option, the expected volatility of the Company’s common stock consistent with the expected term of the option, the risk-free interest rate consistent with the expected term of the option and the expected dividend yield of the Company’s common stock. Stock-based compensation expense related to employee stock options is measured using the fair value of the award at the grant date and is adjusted quarterly to reflect actual forfeitures. Stock-based compensation expense is then recognized on a straight-line basis over the vesting period, which is also the requisite service period. Net Loss Per Common Share Basic net loss per share is calculated by dividing the net loss attributable to Merrimack Pharmaceuticals, Inc. by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss attributable to Merrimack Pharmaceuticals, Inc. by the weighted-average number of dilutive common shares outstanding during the period. Dilutive shares outstanding is calculated by adding to the weighted shares outstanding any potential (unissued) shares of common stock from outstanding stock options based on the treasury stock method. In a period when a net loss is reported, all common stock equivalents are excluded from the calculation because they would have an anti-dilutive effect, meaning the loss per share would be reduced. Therefore, in periods where a loss is reported, there is no difference in basic and dilutive loss per share. The Company follows the two-class method when computing net loss per share, when it has issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participating rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based on their respective rights to receive dividends, as if all income for the period has been distributed, or losses to be allocated if they are contractually required to fund losses. There were no amounts allocated to participating securities for the years ended December 31, 2021 and 2020, as the Company was in a loss position and had no shares that met the definition of participating securities outstanding as of December 31, 2021 and 2020. Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted rates in effect for the year in which these temporary differences are expected to be recovered or settled. Valuation allowances are provided if based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company provides reserves for potential payments of tax to various tax authorities related to uncertain tax positions and other issues. Reserves are based on a determination of whether and how much of a tax benefit taken by the Company in its tax filing is more likely than not to be realized following resolution of any potential contingencies present related to the tax benefit. Potential interest and penalties associated with such uncertain tax positions are recorded as components of income tax expense. To date, the Company has not taken any uncertain tax positions or recorded any reserves, interest or penalties. Concentration of Credit Risk Financial instruments that subject the Company to credit risk consist primarily of cash and cash equivalents. The Company places its cash deposits in accredited financial institutions and, therefore, the Company’s management believes these funds are subject to minimal credit risk. The Company invests cash equivalents in money market funds. The Company has no significant off-balance sheet concentrations of credit risk such as foreign currency exchange contracts, option contracts or other hedging arrangements. Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, “Income Taxes—Simplifying the Accounting for Income Taxes (Topic 740) (“ASU 2019-12”),” which simplifies the accounting for income taxes. The new guidance removes certain exceptions to the general principles in ASC 740 such as recognizing deferred taxes for equity investments, the incremental approach to performing intra-period tax allocation and calculating income taxes in interim periods. The standard also simplifies accounting for income taxes under U.S. GAAP by clarifying and amending existing guidance, including the recognition of deferred taxes for goodwill, the allocation of taxes to members of a consolidated group and requiring that an entity reflect the effect of enacted changes in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. This guidance is effective for annual periods beginning after December 15, 2020, and interim periods thereafter; however, early adoption is permitted. The new guidance was adopted on January 1, 2021 and it did not have a material impact on the Company’s consolidated financial statements and related disclosures. From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed above, the Company does not believe that the adoption of recently issued standards has or may have a material impact on the Company’s consolidated financial statements or disclosures. |
Net Loss Per Common Share
Net Loss Per Common Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | 2. Net Loss Per Common Share The stock options are excluded from the calculation of diluted loss per share because the net loss for the years ended December 31, 2021 and 2020 causes such securities to be anti-dilutive. Securities excluded from the calculation of diluted loss per share are shown in the chart below: Years Ended December 31, (in thousands) 2021 2020 Outstanding options to purchase common stock 1,778 1,862 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 3. Fair Value of Financial Instruments The Company’s cash and cash equivalents, accounts receivable, prepaid expenses, and other current assets, accounts payable, accrued expenses and variable interest rate note payable are recorded at cost, which approximates fair value due to their short-term nature. The following tables summarize assets measured at fair value on a recurring basis as of December 31, 2021 and 2020 and the input categories associated with those assets: December 31, 2021 (in thousands) Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 12,934 $ — $ — Totals $ 12,934 $ — $ — December 31, 2020 (in thousands) Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 13,943 $ — $ — Totals $ 13,943 $ — $ — There were no liabilities measured at fair value on a recurring basis as of December 31, 2021 and 2020. |
Accounts Payable, Accrued Expen
Accounts Payable, Accrued Expenses and Other | 12 Months Ended |
Dec. 31, 2021 | |
Payables And Accruals [Abstract] | |
Accounts Payable, Accrued Expenses and Other | 4. Accounts Payable, Accrued Expenses and Other Accounts payable, accrued expenses and other as of December 31, 2021 and 2020 consisted of the following: December 31, (in thousands) 2021 2020 Accounts payable $ 120 $ 123 Accrued goods and services 167 194 Accrued clinical trial costs 84 112 Others 191 341 Total accounts payable, accrued expenses and other $ 562 $ 770 |
Restructuring Activities
Restructuring Activities | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring And Related Activities [Abstract] | |
Restructuring Activities | 5. Restructuring Activities On November 7, 2018, the Company announced that it was implementing a reduction in headcount as part of a corporate restructuring. No additional restructuring expenses were recognized during the year ended December 31, 2021 and 2020 The following table summarizes the charges related to the restructuring activities for the year ended December 31, 2020: (in thousands) Accrued Restructuring Expenses at January 1, 2020 Expenses Less: Payments Accrued Restructuring Expenses at December 31, 2020 Severance, benefits and related costs due to workforce reduction $ 66 $ — $ (66 ) $ — Totals $ 66 $ — $ (66 ) $ — |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Common Stock | 6. Common Stock As of December 31, 2021 and 2020, the Company had 30.0 million shares of $0.01 par value common stock authorized. There were approximately 13.4 million shares of common stock issued and outstanding as of December 31, 2021 and 2020, respectively. Stockholder Rights Agreement On November 22, 2019, the Board created, as of and contingent with the Section 382 Rights Agreement with Computershare Trust Company, N.A., as Rights Agent (the “Rights Agreement”) being signed, a series of junior participating preferred stock of the Company to be designated “Series Z Junior Participating Preferred Stock” with a par value of $0.01 per share, and stated the designation and number of shares: Designation and Amount . The shares of this series are designated as Series Z Junior Participating Preferred Stock (the “Series Z Junior Preferred Stock”), and the number of shares constituting the Series Z Junior Preferred Stock shall be 30,000. Such number of shares may be increased or decreased by resolution of the Board; provided , that no decrease shall reduce the number of shares of Series Z Junior Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Company convertible into Series Z Junior Preferred Stock. On December 3, 2019, the Company entered into the Rights Agreement in an effort to protect stockholder value by attempting to diminish the risk that the Company’s ability to use its net operating losses (“NOLs”) to reduce potential future federal income tax obligations may become substantially limited. The Company’s ability to utilize its NOLs may be substantially limited if the Company experiences an "ownership change" within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"). The Rights Agreement is intended to act as a deterrent to any person acquiring beneficial ownership of 4.9% or more of the Company’s outstanding common stock without the approval of the Board. The Board authorized the issuance of one Right for each outstanding share of common stock, par value $0.01 per share, of the Company, payable to stockholders of record date of the close of business on December 13, 2019 (the “Record Date”). Subject to the terms, provisions and conditions of the Rights Agreement, if the Rights become exercisable, each Right would initially represent the right to purchase from the Company one one-thousandth of a share of Series Z Junior Preferred Stock, par value $0.01 per share, of the Company (the “Preferred Shares”) for a purchase price of $18.00 (the “Purchase Price”). Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. The Rights will not be exercisable until the earlier of (i) ten business days after a public announcement that a person has become an “Acquiring Person” by acquiring beneficial ownership of 4.9% or more of outstanding common stock has become such (or, in the event an exchange is effected in accordance with Section 24 of the Rights Agreement and the Board determines that a later date is advisable, then such later date) Until the Distribution Date, the Rights will be transferred with and only with the common stock, and (unless the Rights are redeemed or expire) the surrender or transfer of any common stock outstanding on or after the Record Date will constitute the transfer of the Rights associated with such common stock. Upon the Distribution Date, the Rights may be transferred separately from the common stock, and each Right, other than Rights held by an Acquiring Person, will entitle its holder to purchase from the Company one one-thousandth of a Preferred Share in exchange for the Purchase Price. The Rights will be evidenced, with respect to any of the common stock certificates outstanding as of the Record Date, by such common stock certificate with a copy of the Summary of Rights to Purchase Preferred Shares. If any person becomes an Acquiring Person, proper provision shall be made so that each holder of a Rights, other than rights beneficially owned by an Acquiring Person, an associate or affiliate of the Acquiring Person or any person with whom such person is acting in concert (all of which will thereafter be void), will thereafter have the right to receive, upon exercise thereof, that number of common stock having a market value equal to two times the Purchase Price of the Right. If the Board so elects, the Company shall deliver, upon payment of the Purchase Price, an amount of cash or securities equivalent in value to the number of common stock issuable upon exercise of a Right. If, at any time after a person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the Purchase Price. At any time prior to the time any person becomes an Acquiring Person, the Board may redeem the Rights in whole, but not in part, at a price of $0.0001 per Right (the “Redemption Price”). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. At any time after any person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding common stock, the Board may exchange the Rights (other than Rights owned by an Acquiring Person, which shall have become void), in whole or in part, at an exchange ratio of one common stock per Right (subject to adjustment). The exchange of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. The Rights will expire on the earlier of (i) the close of business on December 2, 2022, (ii) the close of business on the date that the Board determines that (A) the Rights Agreement is no longer necessary or desirable for the preservation of the Tax Benefits or (B) the Tax Benefits have been fully utilized and may no longer be carried forward, (iii) the time at which the Rights are redeemed, (iv) the time at which the Rights are exchanged, and (v) if the Rights Agreement has not been approved by the stockholders prior to the conclusion of the Company’s 2020 annual meeting, the close of business on such date. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights is subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on the Preferred Shares payable in Preferred Shares or a subdivision or combination of the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares, or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of Preferred Shares issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 7. Stock-Based Compensation On April 15, 2021, the Company’s Board of Directors adopted the 2021 Incentive Award Plan (the “2021 Plan”) to replace the 2011 Stock Incentive Plan (the “2011 Plan”). The 2021 Plan was approved by the Company’s stockholders at the Company’s Annual Meeting of Stockholders held on June 10, 2021. The 2021 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. The Company initially reserved 275,000 Stock options granted to non-employee directors in 2021 and 2020 vest over a one-year The fair value of stock options granted to employees during the years ended December 31, 2021 and 2020 was estimated at the date of grant using the following assumptions: Years Ended December 31, 2021 2020 Risk-free interest rate 0.73% 0.2% Expected dividend yield 0% 0% Expected term 5.2 years 5.3 years Expected volatility 68.48% 67.00% 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 the expected term of its stock options. Under this approach, the expected term is calculated to be the average of the ten-year Stock-based compensation expense related to employee stock options is measured using the fair value of the award at the grant date and is adjusted quarterly to reflect actual forfeitures. Stock-based compensation expense is then recognized on a straight-line basis over the vesting period, which is also the requisite service period. The following table summarizes stock option activity during the year ended December 31, 2021: (in thousands, except per share amounts) Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at December 31, 2020 1,862 $ 11.97 6.04 $ 1,254 Granted 22 $ 6.41 Exercised (30 ) $ 7.95 Forfeited (76 ) $ 20.94 Outstanding at December 31, 2021 1,778 $ 11.46 5.32 $ 148 Vested and expected to vest at December 31, 2021 1,778 $ 11.46 5.32 $ 148 Exercisable at December 31, 2021 1,767 $ 11.53 5.30 $ 148 The weighted-average grant date fair value of stock options granted during the years ended December 31, 2021 and 2020 was $3.68 and $1.90, respectively. The aggregate intrinsic value was 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 options exercised during the year ended December 31, 2021 was less than $0.1 million. There were no option exercises during the year ended December 31, 2020. As of December 31, 2021, there was less than $0.1 million of total unrecognized stock-based compensation expense related to unvested employee stock options. The Company expects to recognize this expense over a weighted-average period of approximately 0.3 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes Intraperiod tax allocation rules require the Company to allocate the provision for income taxes between continuing operations and other categories of earnings, such as discontinued operations. In periods in which there is pre-tax loss from continuing operations and pre-tax income in other categories of earnings, such as discontinued operations, the Company must allocate to continuing operations an income tax benefit for the loss in continuing operations with an offsetting income tax expense to discontinued operations. For the years ended December 31, 2021 and 2020, the Company recognized an income tax expense less than $0.1 million. A reconciliation of the Company’s effective tax rate to the statutory federal income tax rate is as follows: Years Ended December 31, 2021 2020 Federal income tax at statutory federal rate 21.0 % 21.0 % State taxes 4.9 6.4 Permanent differences 0.3 — Stock-based compensation 0.1 — Tax credits 0.1 (0.1 ) Recapture of tax credits 0.0 34.9 Other 1.3 (3.2 ) Change in valuation allowance (27.8 ) (59.4 ) Total (0.1 )% (0.4 )% The reconciliation of the Company’s effective tax rate to the statutory tax rate includes a reduction to the deferred tax asset for stock options that have been forfeited. The Company will no longer receive a tax deduction for these options in the future and as such the deferred tax asset has been reversed into income tax expense. An offsetting reduction to the valuation allowance has also been recorded. Temporary differences that give rise to significant net deferred tax assets as of December 31, 2021 and 2020 are as follows: December 31, (in thousands) 2021 2020 Deferred tax assets Net operating losses $ 62,619 $ 61,905 Capitalized research and development expenses 282 423 Credit carryforwards 167,498 167,501 Deferred compensation 1,993 1,890 Election out of installment method 956 820 Accrued expenses 44 124 Other temporary differences 672 720 Installment sale tax basis 15,869 15,869 Total gross deferred tax assets 249,933 249,252 Valuation allowance (249,933 ) (249,252 ) At December 31, 2021, the Company had net operating loss carryforwards for federal and state income tax purposes of $209.5 million and $294.8 million, respectively. The Company's existing federal and state net operating loss carryforwards begin to expire in 2033. The Company also had available research and development credits for federal and state income tax purposes of approximately $28.8 million and $20.3 million, respectively. The federal and state research and development credits will begin to expire in 2022 and 2025, respectively. As of December 31, 2021, the Company also had available investment tax credits for state income tax purposes of less than $0.1 million which do not expire. The Company has orphan drug credits of $122.7 million, which begin to expire in 2031. Utilization of the net operating loss and tax credit carryforwards may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code due to ownership change limitations that have occurred previously or that could occur in the future. These ownership changes may limit the amount of net operating loss and tax credit carryforwards that can be utilized annually to offset future taxable income and tax. The Company completed an evaluation of ownership changes through November 15, 2019 to assess whether utilization of the Company’s net operating loss or tax credit carryforwards would be subject to an annual limitation under Section 382 of the Internal Revenue Code. The Company believes it can utilize its tax attributes generated through November 15, 2019 as a result of the analysis. To the extent an ownership change has occurred after November 15, 2019 or occurs in the future, the net operating loss and tax credit carryforwards may be subject to limitation. The Company has not, as of yet, conducted a study of its domestic research and development credit carryforwards and orphan drug credits. This study may result in an increase or decrease to the Company's credit carryforwards; however, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position. A full valuation allowance has been provided against the Company's credits, and if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance. As a result, there would be no impact to the statement of operations and comprehensive loss, balance sheet or cash flows if an adjustment were required. As of December 31, 2021, the Company has evaluated the positive and negative evidence bearing upon the realizability of its remaining deferred tax assets, which are comprised principally of net operating loss carryforwards and research and development credits. Under the applicable accounting standards, management has considered the Company's history of losses and concluded that it is more likely than not that the Company will not recognize the benefits of its deferred tax assets. Accordingly, a full valuation allowance has been established against the deferred tax assets. The change in the valuation allowance against the deferred tax assets in the years ended December 31, 2021 and 2020 was as follows: (in thousands) Balance at Beginning of Period Additions Deductions Balance at End of Period December 31, 2020 247,468 1,784 — 249,252 December 31, 2021 249,252 681 — 249,933 The change in the valuation allowance in the year ended December 31, 2021 primarily relates to the net operating loss deferred tax assets generated for the current year. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. Subsequent Events The Company and Purchaser entered into the Asset Purchase Option Agreement dated September 15, 2021 (see Note 1 for further details), pursuant to which the Company granted to Purchaser an exclusive option during a fixed period of time to negotiate a definitive asset purchase agreement to acquire one of the Company's preclinical programs. On January 18, 2022, the Purchaser provided written notice to the Company of its intent to exercise such Option. On March 1, 2022 the Company and the Purchaser entered into the Asset Purchase Agreement and the Option fee of $0.5 million . |
Nature of the Business and Su_2
Nature of the Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Segment Information | Segment Information Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business as one operating segment and the Company operates in only one |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared under U.S. generally accepted accounting principles (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries, all intercompany accounts and transactions have been eliminated. |
Use of Estimates | Use of Estimates GAAP requires the Company’s management to make estimates and judgments that may affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. The Company bases estimates and judgments on historical experience and on various other factors that it believes to be reasonable under the circumstances. The most significant estimates in these consolidated financial statements include, but may not be limited to, accounting for stock-based compensation and the accrual of remaining clinical trial expenses and professional service expenses. The Company’s actual results may differ from these estimates under different assumptions or conditions. The Company evaluates its estimates on an ongoing basis. Changes in estimates are reflected in reported results in the period in which they become known by the Company’s management. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents are short-term, highly liquid investments with original maturities of three months or less at the date of purchase. Investments qualifying as cash equivalents primarily consist of money market funds. |
Fair Value of Financial Instruments | 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. |
Accrued Expenses | Accrued Expenses As part of the process of preparing financial statements, the Company is required to estimate accrued expenses. This process involves identifying services that have been performed on the Company’s behalf and estimating the level of services performed and the associated costs incurred for such services where the Company has not yet been invoiced or otherwise notified of actual cost. The Company records these estimates in its consolidated financial statements as of each balance sheet date. Examples of estimated accrued expenses include: • fees due to contract research organizations in connection with preclinical and toxicology studies and clinical trials; • fees paid to investigative sites in connection with clinical trials; and • professional service fees. In accruing service fees, the Company estimates the time period over which services will be provided and the level of effort in each period. If the actual timing of the provision of services or the level of effort varies from the estimate, the Company adjusts the accrual accordingly. In the event that the Company does not identify costs that have been incurred or it under or overestimates the level of services performed or the costs of such services, its actual expenses could differ from such estimates. The date on which some services commence, the level of services performed on or before a given date and the cost of such services are often subjective determinations. The Company prepares its estimates based on the facts and circumstances known to it at the time and in accordance with GAAP. There have been no material changes in estimates for the periods presented. |
General and Administrative Expenses | General and Administrative Expenses General and administrative expenses are comprised of consulting fees and other related costs for personnel, including stock-based compensation expenses and benefits, in the Company’s commercial, legal, intellectual property, business development, finance, information technology, corporate communications, investor relations and human resources departments. Other general and administrative expenses include costs for employee training and development, board of directors costs, depreciation, insurance expenses, facility-related costs, professional fees for legal services, including patent-related expenses, and accounting and information technology services. |
Stock-Based Compensation Expense | Stock-Based Compensation Expense The Company accounts for all stock-based payments to non-employees, including grants of stock options, to be recognized in the consolidated statements of operations and comprehensive loss based on their grant date fair values. For stock options granted to members of the Board for their service on the Board, the Company estimates the grant date fair value of each option award using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires the Company to make assumptions with respect to the expected term of the option, the expected volatility of the Company’s common stock consistent with the expected term of the option, the risk-free interest rate consistent with the expected term of the option and the expected dividend yield of the Company’s common stock. Stock-based compensation expense related to employee stock options is measured using the fair value of the award at the grant date and is adjusted quarterly to reflect actual forfeitures. Stock-based compensation expense is then recognized on a straight-line basis over the vesting period, which is also the requisite service period. |
Net Loss Per Common Share | Net Loss Per Common Share Basic net loss per share is calculated by dividing the net loss attributable to Merrimack Pharmaceuticals, Inc. by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss attributable to Merrimack Pharmaceuticals, Inc. by the weighted-average number of dilutive common shares outstanding during the period. Dilutive shares outstanding is calculated by adding to the weighted shares outstanding any potential (unissued) shares of common stock from outstanding stock options based on the treasury stock method. In a period when a net loss is reported, all common stock equivalents are excluded from the calculation because they would have an anti-dilutive effect, meaning the loss per share would be reduced. Therefore, in periods where a loss is reported, there is no difference in basic and dilutive loss per share. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted rates in effect for the year in which these temporary differences are expected to be recovered or settled. Valuation allowances are provided if based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company provides reserves for potential payments of tax to various tax authorities related to uncertain tax positions and other issues. Reserves are based on a determination of whether and how much of a tax benefit taken by the Company in its tax filing is more likely than not to be realized following resolution of any potential contingencies present related to the tax benefit. Potential interest and penalties associated with such uncertain tax positions are recorded as components of income tax expense. To date, the Company has not taken any uncertain tax positions or recorded any reserves, interest or penalties. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that subject the Company to credit risk consist primarily of cash and cash equivalents. The Company places its cash deposits in accredited financial institutions and, therefore, the Company’s management believes these funds are subject to minimal credit risk. The Company invests cash equivalents in money market funds. The Company has no significant off-balance sheet concentrations of credit risk such as foreign currency exchange contracts, option contracts or other hedging arrangements. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, “Income Taxes—Simplifying the Accounting for Income Taxes (Topic 740) (“ASU 2019-12”),” which simplifies the accounting for income taxes. The new guidance removes certain exceptions to the general principles in ASC 740 such as recognizing deferred taxes for equity investments, the incremental approach to performing intra-period tax allocation and calculating income taxes in interim periods. The standard also simplifies accounting for income taxes under U.S. GAAP by clarifying and amending existing guidance, including the recognition of deferred taxes for goodwill, the allocation of taxes to members of a consolidated group and requiring that an entity reflect the effect of enacted changes in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. This guidance is effective for annual periods beginning after December 15, 2020, and interim periods thereafter; however, early adoption is permitted. The new guidance was adopted on January 1, 2021 and it did not have a material impact on the Company’s consolidated financial statements and related disclosures. From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed above, the Company does not believe that the adoption of recently issued standards has or may have a material impact on the Company’s consolidated financial statements or disclosures. |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Securities Excluded from Computation of Diluted Loss Per Share | The stock options are excluded from the calculation of diluted loss per share because the net loss for the years ended December 31, 2021 and 2020 causes such securities to be anti-dilutive. Securities excluded from the calculation of diluted loss per share are shown in the chart below: Years Ended December 31, (in thousands) 2021 2020 Outstanding options to purchase common stock 1,778 1,862 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets Measured at Fair Value on a Recurring Basis | The following tables summarize assets measured at fair value on a recurring basis as of December 31, 2021 and 2020 and the input categories associated with those assets: December 31, 2021 (in thousands) Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 12,934 $ — $ — Totals $ 12,934 $ — $ — December 31, 2020 (in thousands) Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 13,943 $ — $ — Totals $ 13,943 $ — $ — |
Accounts Payable, Accrued Exp_2
Accounts Payable, Accrued Expenses and Other (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables And Accruals [Abstract] | |
Schedule of Accounts Payable, Accrued Expenses and Other | Accounts payable, accrued expenses and other as of December 31, 2021 and 2020 consisted of the following: December 31, (in thousands) 2021 2020 Accounts payable $ 120 $ 123 Accrued goods and services 167 194 Accrued clinical trial costs 84 112 Others 191 341 Total accounts payable, accrued expenses and other $ 562 $ 770 |
Restructuring Activities (Table
Restructuring Activities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring And Related Activities [Abstract] | |
Summary of Charges Related to Restructuring Activities | The following table summarizes the charges related to the restructuring activities for the year ended December 31, 2020: (in thousands) Accrued Restructuring Expenses at January 1, 2020 Expenses Less: Payments Accrued Restructuring Expenses at December 31, 2020 Severance, benefits and related costs due to workforce reduction $ 66 $ — $ (66 ) $ — Totals $ 66 $ — $ (66 ) $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 years ended December 31, 2021 and 2020 was estimated at the date of grant using the following assumptions: Years Ended December 31, 2021 2020 Risk-free interest rate 0.73% 0.2% Expected dividend yield 0% 0% Expected term 5.2 years 5.3 years Expected volatility 68.48% 67.00% |
Summary of Stock Option Activity | The following table summarizes stock option activity during the year ended December 31, 2021: (in thousands, except per share amounts) Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at December 31, 2020 1,862 $ 11.97 6.04 $ 1,254 Granted 22 $ 6.41 Exercised (30 ) $ 7.95 Forfeited (76 ) $ 20.94 Outstanding at December 31, 2021 1,778 $ 11.46 5.32 $ 148 Vested and expected to vest at December 31, 2021 1,778 $ 11.46 5.32 $ 148 Exercisable at December 31, 2021 1,767 $ 11.53 5.30 $ 148 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of the Company's Effective Tax Rate to the Statutory Federal Income Tax Rate | A reconciliation of the Company’s effective tax rate to the statutory federal income tax rate is as follows: Years Ended December 31, 2021 2020 Federal income tax at statutory federal rate 21.0 % 21.0 % State taxes 4.9 6.4 Permanent differences 0.3 — Stock-based compensation 0.1 — Tax credits 0.1 (0.1 ) Recapture of tax credits 0.0 34.9 Other 1.3 (3.2 ) Change in valuation allowance (27.8 ) (59.4 ) Total (0.1 )% (0.4 )% |
Schedule of Temporary Differences That Give Rise to Significant Net Deferred Tax Assets | Temporary differences that give rise to significant net deferred tax assets as of December 31, 2021 and 2020 are as follows: December 31, (in thousands) 2021 2020 Deferred tax assets Net operating losses $ 62,619 $ 61,905 Capitalized research and development expenses 282 423 Credit carryforwards 167,498 167,501 Deferred compensation 1,993 1,890 Election out of installment method 956 820 Accrued expenses 44 124 Other temporary differences 672 720 Installment sale tax basis 15,869 15,869 Total gross deferred tax assets 249,933 249,252 Valuation allowance (249,933 ) (249,252 ) |
Schedule of Changes in the Valuation Allowance | The change in the valuation allowance against the deferred tax assets in the years ended December 31, 2021 and 2020 was as follows: (in thousands) Balance at Beginning of Period Additions Deductions Balance at End of Period December 31, 2020 247,468 1,784 — 249,252 December 31, 2021 249,252 681 — 249,933 |
Nature of the Business and Su_3
Nature of the Business and Summary of Significant Accounting Policies - Additional Information (Detail) | Mar. 01, 2022USD ($) | Sep. 15, 2021USD ($) | Mar. 27, 2020USD ($) | Jul. 12, 2019USD ($) | Dec. 31, 2021USD ($)SegmentRegion | Dec. 31, 2020USD ($) | Apr. 03, 2017USD ($) |
Summary Of Significant Accounting Policies [Line Items] | |||||||
Accumulated deficit | $ 546,092,000 | $ 543,637,000 | |||||
Net loss from continuing operations | 2,455,000 | 3,028,000 | |||||
Cash used in operating activities | 218,000 | $ 4,625,000 | |||||
Cash, cash equivalents and marketable securities | $ 14,200,000 | ||||||
Number of operating segments | Segment | 1 | ||||||
Number of geographic regions | Region | 1 | ||||||
Original maturities | Three months or less | ||||||
Celator Pharmaceuticals Inc [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Cash payment received | $ 2,300,000 | ||||||
Reimbursement of expenses | 200,000 | ||||||
Transaction expenses | $ 400,000 | ||||||
Asset Purchase Option Agreement [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Gain related to option fee payment | $ 100,000 | ||||||
Asset Purchase Option Agreement [Member] | Pegascy SAS [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Consideration receivable | 500,000 | ||||||
Option fee | $ 100,000 | ||||||
Exercise period of option | 24 months | ||||||
Asset Purchase Option Agreement [Member] | Pegascy SAS [Member] | Subsequent Event [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Consideration receivable | $ 500,000 | ||||||
Option fee | $ 500,000 | ||||||
Ipsen [Member] | First Line Treatment of Metastatic Adenocarcinoma of Pancreas [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Contingent milestone payments receivable | $ 225,000,000 | ||||||
Ipsen [Member] | After Failure of First Line Chemotherapy [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Contingent milestone payments receivable | 150,000,000 | ||||||
Ipsen [Member] | Additional Indication [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Contingent milestone payments receivable | 75,000,000 | ||||||
Ipsen [Member] | Asset Sale Agreement [Member] | Maximum [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Contingent milestone payments receivable | $ 450,000,000 | ||||||
14ner Sale [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Upfront cash payment received | $ 3,500,000 | ||||||
14ner Sale [Member] | Maximum [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Additional payments receivable on achievement of certain milestone events | 54,500,000 | ||||||
14ner Sale [Member] | Maximum [Member] | Achievement of the Primary Endpoint in the First Registrational Clinical Study of Either MM-121 or MM-111 [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Additional payments receivable on achievement of certain milestone events | 3,000,000 | ||||||
14ner Sale [Member] | Maximum [Member] | Achievement of Various Regulatory Approval and Reimbursement-Based Milestones in the United States, Europe and Japan [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Additional payments receivable on achievement of certain milestone events | 16,500,000 | ||||||
14ner Sale [Member] | Maximum [Member] | Achievement Various Cumulative Worldwide Net Sales Targets Between $100.0 million and $300.0 million for MM-121 and MM-111 [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Additional payments receivable on achievement of certain milestone events | 35,000,000 | ||||||
Cumulative worldwide net sales target | $ 300,000,000 |
Net Loss Per Common Share - Sch
Net Loss Per Common Share - Schedule of Securities Excluded from Computation of Diluted Loss Per Share (Detail) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Outstanding Options to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Outstanding options to purchase common stock | 1,778 | 1,862 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Assets Measured at Fair Value on a Recurring Basis (Detail) - Recurring Basis [Member] - Level 1 [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 12,934 | $ 13,943 |
Money Market Funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 12,934 | $ 13,943 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Additional Information (Detail) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Recurring Basis [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Liabilities measured at fair value | $ 0 | $ 0 |
Accounts Payable, Accrued Exp_3
Accounts Payable, Accrued Expenses and Other - Schedule of Accounts Payable, Accrued Expenses and Other (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables And Accruals [Abstract] | ||
Accounts payable | $ 120 | $ 123 |
Accrued goods and services | 167 | 194 |
Accrued clinical trial costs | 84 | 112 |
Others | 191 | 341 |
Total accounts payable, accrued expenses and other | $ 562 | $ 770 |
Restructuring Activities - Addi
Restructuring Activities - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost And Reserve [Line Items] | ||
Restructuring expenses | $ 0 | $ 0 |
Payments for restructuring | $ 66 | |
November 2018 Corporate Restructuring [Member] | ||
Restructuring Cost And Reserve [Line Items] | ||
Restructuring activity, announcement date | Nov. 7, 2018 |
Restructuring Activities - Summ
Restructuring Activities - Summary of Charges Related to Restructuring Activities (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost And Reserve [Line Items] | ||
Accrued Restructuring Expenses | $ 66 | |
Expenses | $ 0 | 0 |
Less: Payments | (66) | |
Severance, Benefits and Related Costs Due to Workforce Reduction [Member] | ||
Restructuring Cost And Reserve [Line Items] | ||
Accrued Restructuring Expenses | 66 | |
Less: Payments | $ (66) |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) - $ / shares | Dec. 03, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 22, 2019 |
Class Of Stock [Line Items] | |||||
Common stock, shares issued | 13,410,000 | 13,380,000 | |||
Common stock, shares authorized | 30,000,000 | 30,000,000 | |||
Common stock, par value | $ 0.01 | $ 0.01 | |||
Common stock, shares outstanding | 13,410,000 | 13,380,000 | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | |||
Stockholder Rights Agreement [Member] | |||||
Class Of Stock [Line Items] | |||||
Common stock, par value | $ 0.01 | ||||
Preferred stock, redemption price per share | $ 0.0001 | ||||
Purchase price description | no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. | ||||
Percentage of minimum variance for upward purchase price adjustment | 1.00% | ||||
Stockholder Rights Agreement [Member] | Minimum [Member] | |||||
Class Of Stock [Line Items] | |||||
Acquiring beneficial ownership percentage of common stock outstanding | 4.90% | 4.90% | |||
Percentage transfer consolidated assets or earning power | 50.00% | ||||
Series Z Junior Preferred Stock [Member] | Stockholder Rights Agreement [Member] | |||||
Class Of Stock [Line Items] | |||||
Preferred stock, par value | $ 0.01 | ||||
Preferred stock exercise features | Subject to the terms, provisions and conditions of the Rights Agreement, if the Rights become exercisable, each Right would initially represent the right to purchase from the Company one one-thousandth of a share of Series Z Junior Preferred Stock, par value $0.01 per share, of the Company (the “Preferred Shares”) for a purchase price of $18.00 (the “Purchase Price”). | ||||
Preferred stock purchase price | $ 18 | ||||
Computershare Trust Company N.A [Member] | Stockholder Rights Agreement [Member] | |||||
Class Of Stock [Line Items] | |||||
Number of shares constituting such series shares | 30,000 | ||||
Computershare Trust Company N.A [Member] | Series Z Junior Preferred Stock [Member] | Stockholder Rights Agreement [Member] | |||||
Class Of Stock [Line Items] | |||||
Preferred stock, par value | $ 0.01 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options, Granted | 22,000 | 22,000 |
Weighted-average grant date fair value per share of stock options | $ 3.68 | $ 1.90 |
Allocated Share Based Compensation Expense | $ 400,000 | $ 1,700,000 |
Aggregate intrinsic value of options exercised | $ 0 | |
Weighted average period over which unrecognized stock-based compensation expense is expected to be recognized | 3 months 18 days | |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Aggregate intrinsic value of options exercised | 100,000 | |
Unrecognized stock-based compensation expense related to nonvested stock options | $ 100,000 | |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Contractual term | 10 years | |
Stock Incentive Plan 2021 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares of common stock available for grant (in shares) | 253,000 | |
common stock for the issuance | 275,000 | |
Stock Incentive Plan 2011 [Member] | Non-Employee Directors [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options vesting period | 1 year | 1 year |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Assumptions Used to Calculate Fair Value of Options Granted to Employees (Detail) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Risk-free interest rate | 0.73% | 0.20% |
Expected dividend yield | 0.00% | 0.00% |
Expected term | 5 years 2 months 12 days | 5 years 3 months 18 days |
Expected volatility | 68.48% | 67.00% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding Roll Forward | ||
Number of Options, Outstanding, Beginning balance | 1,862,000 | |
Number of Options, Granted | 22,000 | 22,000 |
Number of Options, Exercised | (30,000) | |
Number of Options, Forfeited | (76,000) | |
Number of Options, Outstanding, Ending balance | 1,778,000 | 1,862,000 |
Number of Options, Vested and expected to vest | 1,778,000 | |
Number of Options, Exercisable | 1,767,000 | |
Weighted-Average Exercise Price, Outstanding, Beginning balance | $ 11.97 | |
Weighted-Average Exercise Price, Granted | 6.41 | |
Weighted-Average Exercise Price, Exercised | 7.95 | |
Weighted-Average Exercise Price, Forfeited | 20.94 | |
Weighted-Average Exercise Price, Outstanding, Ending balance | 11.46 | $ 11.97 |
Weighted-Average Exercise Price, Vested and expected to vest | 11.46 | |
Weighted-Average Exercise Price, Exercisable | $ 11.53 | |
Weighted-Average Remaining Contractual Term | 5 years 3 months 25 days | 6 years 14 days |
Weighted-Average Remaining Contractual Term, Vested and expected to vest | 5 years 3 months 25 days | |
Weighted-Average Remaining Contractual Term, Exercisable | 5 years 3 months 18 days | |
Aggregate Intrinsic Value, Outstanding | $ 148 | $ 1,254 |
Aggregate Intrinsic Value, Vested and expected to vest | 148 | |
Aggregate Intrinsic Value, Exercisable | $ 148 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Income tax expense | $ (3,000) | $ (14,000) |
Federal orphan drug credits | $ 122,700,000 | |
Federal orphan drug credits begin to expire | 2031 | |
State [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 294,800,000 | |
Net operating loss carryforwards expire year begin | 2033 | |
State [Member] | Research and Development [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Amount of tax credit carryforward | $ 20,300,000 | |
Tax credit carryforwards expire year begin | 2022 | |
Tax credit carryforwards expire year through | 2025 | |
State [Member] | Investment [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Amount of tax credit carryforward | $ 100,000 | |
Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 209,500,000 | |
Net operating loss carryforwards expire year begin | 2033 | |
Federal [Member] | Research and Development [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Amount of tax credit carryforward | $ 28,800,000 | |
Tax credit carryforwards expire year begin | 2022 | |
Tax credit carryforwards expire year through | 2025 | |
Maximum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Income tax expense | $ 100,000 | $ 100,000 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of the Company's Effective Tax Rate to the Statutory Federal Income Tax Rate (Detail) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax at statutory federal rate | 21.00% | 21.00% |
State taxes | 4.90% | 6.40% |
Permanent differences | 0.30% | |
Stock-based compensation | 0.10% | |
Tax credits | 0.10% | (0.10%) |
Recapture of tax credits | 0.00% | 34.90% |
Other | 1.30% | (3.20%) |
Change in valuation allowance | (27.80%) | (59.40%) |
Total | (0.10%) | (0.40%) |
Income Taxes - Schedule of Temp
Income Taxes - Schedule of Temporary Differences That Give Rise to Significant Net Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets | |||
Net operating losses | $ 62,619 | $ 61,905 | |
Capitalized research and development expenses | 282 | 423 | |
Credit carryforwards | 167,498 | 167,501 | |
Deferred compensation | 1,993 | 1,890 | |
Election out of installment method | 956 | 820 | |
Accrued expenses | 44 | 124 | |
Other temporary differences | 672 | 720 | |
Installment sale tax basis | 15,869 | 15,869 | |
Total gross deferred tax assets | 249,933 | 249,252 | |
Valuation allowance | $ (249,933) | $ (249,252) | $ (247,468) |
Income Taxes - Schedule of Chan
Income Taxes - Schedule of Changes in the Valuation Allowance (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Balance at beginning of period | $ 249,252 | $ 247,468 |
Additions | 681 | 1,784 |
Balance at end of period | $ 249,933 | $ 249,252 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Asset Purchase Option Agreement [Member] - Pegascy SAS [Member] - USD ($) $ in Millions | Mar. 01, 2022 | Sep. 15, 2021 |
Subsequent Event [Line Items] | ||
Option fee | $ 0.1 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Option fee | $ 0.5 |