Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Jan. 31, 2016 | Jun. 30, 2015 | |
Document and Entity Information | |||
Entity Registrant Name | ACCELERON PHARMA INC | ||
Entity Central Index Key | 1,280,600 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 775 | ||
Entity Common Stock, Shares Outstanding | 37,096,412 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 27,783 | $ 176,460 |
Short-term investments | 77,064 | 0 |
Collaboration receivables (all amounts are with a related party) | 3,628 | 3,367 |
Prepaid expenses and other current assets | 2,458 | 2,480 |
Total current assets | 110,933 | 182,307 |
Property and equipment, net | 3,106 | 3,087 |
Long-term investments | 31,134 | 0 |
Restricted cash | 796 | 902 |
Other assets | 368 | 0 |
Total assets | 146,337 | 186,296 |
Current liabilities: | ||
Accounts payable | 875 | 724 |
Accrued expenses | 12,400 | 6,848 |
Deferred revenue | 555 | 1,162 |
Deferred rent | 661 | 519 |
Total current liabilities | 14,491 | 9,253 |
Deferred revenue, net of current portion | 4,239 | 4,816 |
Deferred rent, net of current portion | 1,157 | 1,818 |
Warrants to purchase common stock | 17,187 | 14,124 |
Total liabilities | 37,074 | 30,011 |
Commitments and contingencies | 0 | 0 |
Stockholders' equity: | ||
Undesignated preferred stock, $0.001 par value: 25,000,000 shares authorized and no shares issued or outstanding | 0 | 0 |
Common stock, $0.001 par value: 175,000,000 shares authorized; 33,313,355 and 32,432,025, shares issued and outstanding at December 31, 2015 and 2014, respectively | 34 | 33 |
Additional paid-in capital | 416,926 | 399,835 |
Accumulated deficit | (307,477) | (243,583) |
Accumulated other comprehensive loss | (220) | 0 |
Total stockholders' equity | 109,263 | 156,285 |
Total liabilities and stockholders' equity | $ 146,337 | $ 186,296 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Undesignated preferred stock shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 175,000,000 | 175,000,000 |
Common stock, shares issued | 33,313,355 | 32,432,025 |
Common stock, shares outstanding | 33,313,355 | 32,432,025 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Collaboration revenue: | ||||
License and milestone | $ 1,184 | $ 1,673 | $ 43,948 | |
Cost-sharing, net | 16,913 | 12,959 | 13,282 | |
Total revenue | [1] | 18,097 | 14,632 | 57,230 |
Costs and expenses: | ||||
Research and development | 58,404 | 50,897 | 36,051 | |
Litigation settlement | 0 | 5,000 | 0 | |
General and administrative | 20,572 | 14,199 | 14,227 | |
Total costs and expenses | 78,976 | 70,096 | 50,278 | |
(Loss) income from operations | (60,879) | (55,464) | 6,952 | |
Other (expense) income: | ||||
Other (expense) income, net | (3,527) | 5,044 | (26,797) | |
Interest income | 512 | 83 | 39 | |
Interest expense | 0 | (922) | (2,092) | |
Total other (expense) income, net | (3,015) | 4,205 | (28,850) | |
Net loss | (63,894) | (51,259) | (21,898) | |
Other comprehensive loss: | ||||
Net unrealized holding (losses) on short-term and long-term investments during the period | (220) | 0 | 0 | |
Comprehensive loss | (64,114) | (51,259) | (21,898) | |
Reconciliation of net loss to net loss applicable to common stockholders: | ||||
Net loss | (63,894) | (51,259) | (21,898) | |
Accretion of dividends, interest, redemption value and issuance costs on redeemable convertible preferred stock | 0 | 0 | (19,870) | |
Gain on extinguishment of redeemable convertible preferred stock | 0 | 0 | 2,765 | |
Net loss applicable to common stockholders—basic and diluted | $ (63,894) | $ (51,259) | $ (39,003) | |
Net loss per share applicable to common stockholders-basic and diluted | $ (1.92) | $ (1.63) | $ (4.15) | |
Weighted-average number of common shares used in computing net loss per share applicable to common stockholders-basic and diluted | 33,303 | 31,515 | 9,407 | |
[1] | ___________________________________________________________ (1) Includes related party revenue (Note 15)$18,097 $14,632 $32,284 |
Consolidated Statements of Ope5
Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | |||
Related party revenue | $ 18,097 | $ 14,632 | $ 32,284 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Redeemable Convertible Preferred Stock | Series A Redeemable Convertible Preferred Stock | Series B Redeemable Convertible Preferred Stock | Series C Redeemable Convertible Preferred Stock | Series C-1 Redeemable Convertible Preferred Stock | Series D Redeemable Convertible Preferred Stock | Series D-1 Redeemable Convertible Preferred Stock | Series E Redeemable Convertible Preferred Stock | Series F Redeemable Convertible Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Comprehensive Income [Member] |
Temporary equity beginning balance (in shares) at Dec. 31, 2012 | 6,410,976 | 4,204,185 | 2,978,062 | 457,875 | 234,940 | 636,942 | 816,060 | 2,426,171 | ||||||
Temporary equity beginning balance at Dec. 31, 2012 | $ 268,610 | $ 66,665 | $ 67,044 | $ 59,909 | $ 9,387 | $ 4,325 | $ 11,864 | $ 13,393 | $ 36,023 | |||||
Increase (Decrease) in Temporary Equity | ||||||||||||||
Accretion of dividends, interest, redemption value and issuance costs related to redeemable convertible preferred stock | $ (19,870) | 19,870 | $ 3,408 | $ 4,138 | $ 4,068 | $ 661 | $ 487 | $ 1,273 | $ 1,802 | $ 4,033 | ||||
Repurchase and retirement of redeemable convertible preferred stock (in shares) | (139,741) | (21,744) | (2,906) | (13,103) | (4,825) | |||||||||
Repurchase and retirement of redeemable convertible preferred stock | (3,064) | $ (2,267) | $ (445) | $ (54) | $ (224) | $ (74) | ||||||||
Exercise of warrants to purchase convertible preferred stock (in shares) | 46,668 | |||||||||||||
Exercise of warrants to purchase convertible preferred stock | 678 | $ 678 | ||||||||||||
Conversion of redeemable convertible preferred stock into common stock (in shares) | (6,457,644) | (4,064,444) | (2,956,318) | (457,875) | (232,034) | (636,942) | (802,957) | (2,421,346) | ||||||
Conversion of redeemable convertible preferred stock into common stock | $ (286,094) | $ (70,751) | $ (68,915) | $ (63,532) | $ (10,048) | $ (4,758) | $ (13,137) | $ (14,971) | $ (39,982) | |||||
Temporary equity ending balance at Dec. 31, 2013 | $ 250,107 | |||||||||||||
Stockholders' equity beginning balance (in shares) at Dec. 31, 2012 | 2,432,155 | |||||||||||||
Stockholders' equity beginning balance at Dec. 31, 2012 | (290,973) | $ 3 | $ (290,976) | |||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||
Accretion of dividends, interest, redemption value and issuance costs related to redeemable convertible preferred stock | (19,870) | (4,230) | (15,640) | |||||||||||
Repurchase and retirement of redeemable convertible preferred stock (in shares) | (722) | |||||||||||||
Repurchase and retirement of redeemable convertible preferred stock | 2,773 | 2,773 | ||||||||||||
Compensation expense associated with stock options | 2,196 | 2,196 | ||||||||||||
Exercise of stock options (in shares) | 292,802 | |||||||||||||
Exercise of stock options | 653 | 653 | ||||||||||||
Conversion of redeemable convertible preferred stock into common stock (in shares) | 18,516,993 | |||||||||||||
Conversion of redeemable convertible preferred stock into common stock | 286,094 | $ 19 | 149,885 | 136,190 | ||||||||||
Reclassification of warrants to purchase shares of redeemable convertible preferred stock into warrants to purchase common stock | 2,012 | 2,012 | ||||||||||||
Issuance of common stock (in shares) | 7,083,667 | |||||||||||||
Issuance of common stock | 96,825 | $ 7 | 96,818 | |||||||||||
Unrealized loss on available-for-sale securities | 0 | |||||||||||||
Exercise of warrants to purchase common stock (in shares) | 23,735 | |||||||||||||
Net loss | (21,898) | (21,898) | ||||||||||||
Stockholders' equity ending balance (in shares) at Dec. 31, 2013 | 28,348,630 | |||||||||||||
Stockholders' equity ending balance at Dec. 31, 2013 | 57,812 | $ 29 | (192,324) | |||||||||||
Increase (Decrease) in Temporary Equity | ||||||||||||||
Accretion of dividends, interest, redemption value and issuance costs related to redeemable convertible preferred stock | 0 | |||||||||||||
Temporary equity ending balance at Dec. 31, 2014 | 399,835 | |||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||
Accretion of dividends, interest, redemption value and issuance costs related to redeemable convertible preferred stock | 0 | |||||||||||||
Compensation expense associated with stock options | 4,778 | 4,778 | ||||||||||||
Exercise of stock options (in shares) | 853,507 | |||||||||||||
Exercise of stock options | 3,208 | $ 1 | 3,207 | |||||||||||
Issuance of common stock (in shares) | 2,760,000 | |||||||||||||
Issuance of common stock | 129,174 | $ 3 | 129,171 | |||||||||||
Stock issued during period for warrants exercsied (in shares) | 303,204 | |||||||||||||
Net exercise of warrants to purchase common stock | 7,422 | 7,422 | ||||||||||||
Unrealized loss on available-for-sale securities | 0 | |||||||||||||
Exercise of warrants to purchase common stock (in shares) | 166,684 | |||||||||||||
Exercise of warrants to purchase common stock | 5,150 | 5,150 | ||||||||||||
Net loss | (51,259) | (51,259) | ||||||||||||
Stockholders' equity ending balance (in shares) at Dec. 31, 2014 | 32,432,025 | |||||||||||||
Stockholders' equity ending balance at Dec. 31, 2014 | 156,285 | $ 33 | (243,583) | |||||||||||
Increase (Decrease) in Temporary Equity | ||||||||||||||
Accretion of dividends, interest, redemption value and issuance costs related to redeemable convertible preferred stock | 0 | |||||||||||||
Temporary equity ending balance at Dec. 31, 2015 | 416,926 | |||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||
Accretion of dividends, interest, redemption value and issuance costs related to redeemable convertible preferred stock | 0 | |||||||||||||
Compensation expense associated with stock options | 12,075 | 12,075 | ||||||||||||
Exercise of stock options (in shares) | 837,361 | |||||||||||||
Exercise of stock options | 3,963 | $ 1 | 3,962 | |||||||||||
Issuance of common stock (in shares) | 23,787 | |||||||||||||
Issuance of common stock | 589 | 589 | ||||||||||||
Stock issued during period for warrants exercsied (in shares) | 20,182 | |||||||||||||
Net exercise of warrants to purchase common stock | 465 | $ 465 | ||||||||||||
Unrealized loss on available-for-sale securities | (220) | |||||||||||||
Net loss | (63,894) | (63,894) | ||||||||||||
Stockholders' equity ending balance (in shares) at Dec. 31, 2015 | 33,313,355 | |||||||||||||
Stockholders' equity ending balance at Dec. 31, 2015 | $ 109,263 | $ 34 | $ (307,477) | $ (220) |
Consolidated Statements of Red7
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Stockholders' Equity [Abstract] | ||
Issuance costs | $ 554 | $ 2,692 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Activities | |||
Net loss | $ (63,894) | $ (51,259) | $ (21,898) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 1,176 | 1,118 | 915 |
Loss on disposition of property and equipment | 34 | 25 | 32 |
Stock-based compensation | 12,075 | 4,778 | 2,196 |
Accretion of deferred interest | 0 | (536) | 342 |
Amortization of deferred debt issuance costs | 0 | 36 | 186 |
Change in fair value of warrants | 3,528 | (5,037) | 26,875 |
Gain on retirement of warrants | 0 | 0 | (76) |
Forgiveness of related party receivable | 0 | 0 | 237 |
Net amortization of premium on investments | (406) | 0 | 0 |
Changes in assets and liabilities: | |||
Prepaid expenses and other current assets | 7 | (255) | (823) |
Collaboration receivables | (261) | 249 | (840) |
Related party receivable | 0 | 0 | (4) |
Accounts payable | 151 | (161) | (53) |
Accrued expenses | 4,976 | (17) | 709 |
Deferred revenue | (1,184) | (1,673) | (26,949) |
Deferred rent | (519) | (499) | (499) |
Restricted cash | 106 | 11 | 0 |
Net cash used in operating activities | (44,211) | (53,220) | (19,650) |
Investing Activities | |||
Purchase of investments | (134,697) | 0 | 0 |
Proceeds from maturities investments | 26,685 | 0 | 0 |
Purchases of property and equipment | (959) | (514) | (307) |
Net cash used in investing activities | (108,971) | (514) | (307) |
Financing Activities | |||
Proceeds from issuance of common stock from public offering, net of issuance costs | (47) | 129,174 | 86,825 |
Proceeds from issuance of common stock from private placements | 0 | 0 | 10,000 |
Payments of long-term debt | 0 | (16,331) | (3,669) |
Payments made to repurchase redeemable convertible preferred stock, common stock and warrants to purchase common stock | 0 | 0 | (300) |
Proceeds from issuances of common stock related to employee stock purchase plan | 589 | 0 | 0 |
Proceeds from exercise of stock options and warrants to purchase common stock | 3,963 | 4,188 | 653 |
Net cash provided by financing activities | 4,505 | 117,031 | 93,509 |
Net (decrease) increase in cash and cash equivalents | (148,677) | 63,297 | 73,552 |
Cash and cash equivalents at beginning of year | 176,460 | 113,163 | 39,611 |
Cash and cash equivalents at end of year | 27,783 | 176,460 | 113,163 |
Supplemental Disclosure of Cash Flow Information: | |||
Cash paid for interest | 0 | 1,574 | 1,657 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | |||
Accretion of dividends, interest, redemption value, and issuance costs on preferred stock | 0 | 0 | 19,870 |
Conversion of preferred stock into common stock | 0 | 0 | 286,094 |
Conversion of preferred stock warrants into common stock warrants | 0 | 0 | 2,012 |
Reclassification of warrant liability to additional paid-in capital | 465 | 11,592 | 678 |
Capitalized follow-on public offering costs included in accrued expenses | 306 | 0 | 74 |
Purchase of property and equipment included in accounts payable and accrued expenses | $ 270 | $ 11 | $ 297 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Nature of Business Acceleron Pharma Inc. (Acceleron or the Company) is a Cambridge, Massachusetts-based biopharmaceutical company focused on the discovery, development and commercialization of novel therapeutic candidates that are based on the mechanisms that the human body uses to regulate the growth and repair of its cells and tissues. The Company's research focuses on key natural regulators of cellular growth and repair, particularly the Transforming Growth Factor-Beta (TGF-beta) protein superfamily. By combining its discovery and development expertise, including its proprietary knowledge of the TGF-beta superfamily, and its internal protein engineering and manufacturing capabilities, the Company has built a highly productive discovery and development platform that has generated innovative therapeutic candidates with novel mechanisms of action. The Company has four internally discovered therapeutic candidates that are currently in clinical trials. The Company is subject to risks common to companies in the biotechnology industry, including, but not limited to, risk that the Company never achieves profitability, the need for substantial additional financing, risk of relying on third parties, risks of clinical trial failures, dependence on key personnel, protection of proprietary technology and compliance with government regulations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the consolidated financial statements. The Company believes that a significant accounting policy is one that is both important to the portrayal of the Company's financial condition and results, and requires management's most difficult, subjective, or complex judgments, often as the result of the need to make estimates about the effect of matters that are inherently uncertain. Principles of Consolidation The accompanying consolidated financial statements include those of the Company and its wholly-owned subsidiary, Acceleron Securities Corp. All significant intercompany balances and transactions have been eliminated in consolidation. Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts expensed during the reporting period. Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these consolidated financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including: expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. This process may result in actual results differing materially from those estimated amounts used in the preparation of the consolidated financial statements if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made. In preparing these consolidated financial statements, management used significant estimates in the following areas, among others: revenue recognition, stock-based compensation expense, the determination of the fair value of stock-based awards, the fair value of liability-classified warrants, accrued expenses, and the recoverability of the Company's net deferred tax assets and related valuation allowance. The Company utilized significant estimates and assumptions in determining the fair value of its common stock, prior to the completion of its initial public offering (IPO). The Company's board of directors (the Board) determined the estimated fair value of the Company's common stock based on a number of objective and subjective factors, including external market conditions affecting the biotechnology industry sector and the prices at which the Company sold shares of redeemable convertible preferred stock, the superior rights and preferences of securities senior to the Company's common stock at the time, and the likelihood of achieving a liquidity event, such as an IPO or sale of the Company. Collaboration Receivable Credit is extended to customers based upon an evaluation of the customer's financial condition. Collaboration receivables are recorded at net realizable value. The Company does not charge interest on past due balances. Collaboration receivables are determined to be past due when the payment due date is exceeded. The Company utilizes a specific identification accounts receivable reserve methodology based on a review of outstanding balances and previous activities to determine the allowance for doubtful accounts. The Company charges off uncollectible receivables at the time the Company determines the receivable is no longer collectible. The Company did not have an allowance for doubtful accounts at December 31, 2015 or 2014 . Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision making group, in making decisions on how to allocate resources and assess performance. The Company's chief operating decision maker is the chief executive officer. The Company and the chief executive officer view the Company's operations and manage its business as one operating segment, which is the discovery, development and commercialization of novel protein therapeutics for cancer and rare diseases. All material long-lived assets of the Company reside in the United States. The Company does use contract research organizations (CROs) and research institutions located outside the United States. Some of these expenses are subject to collaboration reimbursement which is presented as a component of cost sharing, net in the consolidated statements of operations and comprehensive loss. Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with original maturities of 90 days or less at acquisition to be cash equivalents. Cash and cash equivalents include cash held in banks and amounts held in interest-bearing money market accounts. Cash equivalents are carried at cost, which approximates their fair market value. Concentrations of Credit Risk and Off-Balance Sheet Risk The Company has no off-balance sheet risk, such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash, cash equivalents, restricted cash and collaboration receivables. The Company maintains its cash and cash equivalent balances in the form of money market accounts with financial institutions that management believes are creditworthy. The Company's investment policy includes guidelines on the quality of the institutions and financial instruments and defines allowable investments that the Company believes minimizes the exposure to concentrations of credit risk. The Company routinely assesses the creditworthiness of its customers and collaboration partners. The Company has not experienced any material losses related to receivables from individual customers and collaboration partners, or groups of customers. The Company does not require collateral. Due to these factors, no additional credit risk beyond amounts provided for collection losses is believed by management to be probable in the Company's collaboration receivables. Disclosure of Fair Value of Financial Instruments The carrying amounts of the Company's financial instruments, which include cash, cash equivalents, certificates of deposit, collaboration receivables, accounts payable, and accrued expenses, approximated their fair values at December 31, 2015 or 2014 due to the short-term nature of these instruments. See discussion below on the determination of the fair value of the Company's preferred and common stock warrants. The Company has evaluated the estimated fair value of financial instruments using available market information and management's estimates. The use of different market assumptions and/or estimation methodologies could have a significant effect on the estimated fair value amounts. Fair Value Measurements ASC Topic 820, Fair Value Measurement (ASC 820), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company's own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following: • Level 1—Quoted market prices in active markets for identical assets or liabilities. • Level 2—Inputs other than Level 1 inputs that are either directly or indirectly observable, such as quoted market prices, interest rates, and yield curves. • Level 3—Unobservable inputs developed using estimates of assumptions developed by the Company, which reflect those that a market participant would use. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Items measured at fair value on a recurring basis include warrants to purchase redeemable convertible preferred stock, which were outstanding until the closing of the IPO, and warrants to purchase common stock (Note 7). During the periods presented, the Company has not changed the manner in which it values assets and liabilities that are measured at fair value using Level 3 inputs. The following tables set forth the Company's financial instruments carried at fair value using the lowest level of input applicable to each financial instrument as of December 31, 2015 and 2014 and (in thousands): December 31, 2015 Quoted Prices Significant Other Significant Total Assets: Money market funds $ 24,811 $ — $ — $ 24,811 Corporate obligations — 67,706 — 67,706 U.S. Treasury securities — 10,991 — 10,991 Certificates of deposit — 16,776 — 16,776 Mortgage and other asset backed securities — 13,228 — 13,228 Restricted cash 796 — — 796 Total assets $ 25,607 $ 108,701 $ — $ 134,308 Liabilities: Warrants to purchase common stock $ — $ — $ 17,187 $ 17,187 Total liabilities $ — $ — $ 17,187 17,187 December 31, 2014 Quoted Prices Significant Other Significant Total Assets: Money market funds $ 169,679 $ — $ — $ 169,679 Restricted cash 902 — — 902 Total assets $ 170,581 $ — $ — $ 170,581 Liabilities: Warrants to purchase common stock $ — $ — $ 14,124 $ 14,124 Total liabilities $ — $ — $ 14,124 $ 14,124 The following table sets forth a summary of changes in the fair value of the Company's preferred and common stock warrant liabilities, which represent a recurring measurement that is classified within Level 3 of the fair value hierarchy, wherein fair value is estimated using significant unobservable inputs (in thousands): Year Ended December 31, 2015 2014 Beginning balance $ 14,124 $ 30,753 Change in fair value 3,528 (5,037 ) Exercises (465 ) (11,592 ) Repurchases — — Conversions — — Ending balance $ 17,187 $ 14,124 The money market funds noted above are included in cash and cash equivalents in the accompanying consolidated balance sheets. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the hierarchy during the years ended December 31, 2015 and 2014 . The fair value of the warrants to purchase common stock on the date of issuance and on each re-measurement date for those warrants to purchase common stock classified as liabilities was estimated using either the Monte Carlo simulation framework, which incorporates future financing events over the remaining life of the warrants to purchase common stock, or for certain re-measurement dates including December 31, 2015 and 2014, due to the warrants being deeply in the money, the Black-Scholes option pricing model was used. The Black-Scholes method of valuation involves using inputs such as the fair value of the Company's stock, stock price volatility, the contractual term of the warrants, risk free interest rates, and dividend yields. At each reporting period the company evaluates the best valuation methodology. Due to the nature of these inputs, the valuation of the warrants is considered a Level 3 measurement. See Note 7 for further discussions of the accounting for the warrants, as well as for a summary of the significant inputs and assumptions used to determine the fair value of the warrants. The Company measures eligible assets and liabilities at fair value, with changes in value recognized in earnings. Fair value treatment may be elected either upon initial recognition of an eligible asset or liability or, for an existing asset or liability, if an event triggers a new basis of accounting. The Company did not elect to remeasure any of its existing financial assets or liabilities, and did not elect the fair value option for any financial assets and liabilities transacted in the years ended December 31, 2015 or 2014 . Property and Equipment Property and equipment is stated at cost. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred. Upon disposal, retirement or sale the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the results of operations. Depreciation and amortization is calculated using the straight-line method over the estimated useful lives of the assets, which are as follows: Asset Estimated Useful Life Computer equipment and software 3 years Office and laboratory equipment 3 years Leasehold improvements Shorter of the useful life or remaining lease term The Company reviews long-lived assets when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparison of the book values of the assets to future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book value of the assets exceed their fair value, which is measured based on the projected discounted future net cash flows arising from the assets. No impairment losses have been recorded during the years ended December 31, 2015 , 2014 and 2013 . Revenue Recognition The company has primarily generated revenue through collaboration, license and research arrangements with collaboration partners for the development and commercialization of therapeutic candidates. The Company recognizes revenue in accordance with FASB ASC Topic 605, Revenue Recognition . Accordingly, revenue is recognized for each unit of accounting when all of the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the Company's consolidated balance sheets. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, current portion. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, net of current portion. Multiple Element Revenue Arrangements The Company enters into collaboration agreements from time to time, which are more fully described in Note 10. The arrangements generally contain multiple elements or deliverables, which may include (1) licenses, or options to obtain licenses, to the Company's technology, (2) research and development activities performed for the collaboration partner, (3) participation on Joint Development Committees, and (4) manufacturing clinical or preclinical material. Payments pursuant to these arrangements typically include non-refundable, up-front payments, milestone payments upon achieving significant development events, research and development reimbursements, sales milestones, and royalties on future product sales. Effective January 1, 2011, the Company adopted ASU No. 2009-13, Multiple-Deliverable Revenue Arrangements (ASU 2009-13), which amends ASC Topic 605-25, Revenue Recognition—Multiple Element Arrangements (ASC 605-25). The Company applies this guidance to new arrangements as well as existing agreements that are significantly modified after January 1, 2011. For agreements that are significantly modified, the Company determines the estimated selling price for the remaining undelivered elements as of the date of the material modification and allocates arrangement consideration based upon the estimated selling price to the undelivered elements. The application of the multiple element guidance requires subjective determinations, and requires management to make judgments about the individual deliverables, and whether such deliverables are separable from the other aspects of the contractual relationship. Deliverables are considered separate units of accounting provided that: (1) the delivered item(s) has value to the customer on a stand-alone basis and (2) if the arrangement includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in the control of the Company. In determining the units of accounting, management evaluates certain criteria, including whether the deliverables have stand-alone value, based on the consideration of the relevant facts and circumstances for each arrangement, such as the research, manufacturing and commercialization capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace. In addition, the Company considers whether the collaboration partner can use the other deliverable(s) for their intended purpose without the receipt of the remaining element(s), whether the value of the deliverable is dependent on the undelivered item(s) and whether there are other vendors that can provide the undelivered element(s). Arrangement consideration that is fixed or determinable is allocated among the separate units of accounting using the relative selling price method, and the applicable revenue recognition criteria, as described above, are applied to each of the separate units of accounting in determining the appropriate period or pattern of recognition. The Company determines the estimated selling price for deliverables within each agreement using vendor-specific objective evidence (VSOE) of selling price, if available, third-party evidence (TPE) of selling price if VSOE is not available, or management's best estimate of selling price (BESP) if neither VSOE nor TPE is available. Subsequent to the adoption of ASU 2009-13, the Company typically uses BESP to estimate the selling price of the deliverables. Determining the BESP for a unit of accounting requires significant judgment. In developing the BESP for a unit of accounting, the Company considers applicable market conditions and relevant entity-specific factors, including factors that were contemplated in negotiating the agreement with the customer and estimated costs. The Company validates the BESP for units of accounting by evaluating whether changes in the key assumptions used to determine the BESP will have a significant effect on the allocation of arrangement consideration between multiple units of accounting. The Company typically receives up-front, non-refundable payments when licensing its intellectual property in conjunction with a collaboration agreement. When management believes the license to its intellectual property does not have stand-alone value from the other deliverables to be provided in the arrangement, the Company generally recognizes revenue attributed to the license on a straight-line basis over the contractual or estimated performance period, which is typically the term of the Company's research and development or manufacturing obligations. The Company continually evaluates these periods, and will adjust the period of revenue recognition if circumstances change. When management believes the license to its intellectual property has stand-alone value, the Company generally recognizes revenue attributed to the license upon delivery. Research and development funding is recognized as revenue in the period that the related services are performed. When the Company acts as the principal under its collaboration agreements, it records payments received for the reimbursement of research and development costs as cost-sharing revenue in the consolidated statements of operations and comprehensive loss. To the extent that the Company reimburses the collaborator for costs incurred, the Company records these costs as a reduction of cost-sharing revenue. The Company's agreements may contain options which provide the collaboration partner the right to obtain additional licenses. Options are considered substantive if, at the inception of the arrangement, the Company is at risk as to whether the collaboration partner will choose to exercise the option. Factors considered in evaluating whether an option is substantive include the overall objective of the arrangement, the benefit the collaborator might obtain from the arrangement without exercising the option, the cost to exercise the option and the likelihood that the option will be exercised. For arrangements under which an option is considered substantive, the Company does not consider the item underlying the option to be a deliverable at the inception of the arrangement and the associated option fees are not included in allocable arrangement consideration, assuming the option is not priced at a significant and incremental discount. Conversely, for arrangements under which an option is not considered substantive or if an option is priced at a significant and incremental discount, the Company would consider the item underlying the option to be a deliverable at the inception of the arrangement and a corresponding amount would be included in allocable arrangement consideration. Effective January 1, 2011, the Company adopted ASU No. 2010-17, Revenue Recognition—Milestone Method (ASU 2010-17). At the inception of each arrangement that includes milestone payments, the Company evaluates, with respect to each milestone, whether the milestone is substantive and at-risk. This evaluation includes an assessment of whether (a) the consideration is commensurate with either (1) the entity's performance to achieve the milestone, or (2) the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting at least in part from the entity's performance to achieve the milestone, (b) the consideration relates solely to past performance, and (c) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. The Company evaluates factors such as the scientific, regulatory, commercial, and other risks that must be overcome to achieve the respective milestone, the level of effort and investment required to achieve the respective milestone, and whether the milestone consideration is reasonable relative to all deliverables and payment terms in the arrangement in making this assessment. On the milestone achievement date, assuming all other revenue recognition criteria are met and the milestone is deemed substantive and at-risk, the Company recognizes the payment as license and milestone revenue. For milestones that are not deemed substantive and at-risk, where payment is reasonably assured, the Company recognizes the milestone payment over the remaining service period. Sales and commercial milestones and royalties will be recognized when and if earned, provided collectability is reasonably assured. Research and Development Expenses Research and development costs are charged to expense as costs are incurred in performing research and development activities. Research and development costs include all direct costs, including salaries, stock compensation and benefits for research and development personnel, outside consultants, costs of clinical trials, sponsored research, clinical trials insurance, other outside costs, depreciation and facility costs related to the development of drug candidates. The Company records up-front, non-refundable payments made to outside vendors, or other payments made in advance of services performed or goods being delivered, as prepaid expenses, which are expensed as services are performed or the goods are delivered. Certain research and development projects are, or have been, partially funded by collaboration agreements, and the expenses related to these activities are included in research and development costs. The Company records the related reimbursement of research and development costs under these agreements as revenue, as more fully described above and in Note 10. Stock-Based Compensation At December 31, 2015 , the Company had two stock-based compensation plans, which are more fully described in Note 11. The Company accounts for stock-based compensation in accordance with the provisions of ASC Topic 718, Compensation—Stock Compensation (ASC 718), which requires the recognition of expense related to the fair value of stock-based compensation awards in the consolidated statements of operations and comprehensive loss. For stock options issued to employees and members of the Board for their services on the Board, the Company estimates the grant date fair value of each option using the Black-Scholes option-pricing model. The use of the Black-Scholes option-pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. For awards subject to service-based vesting conditions, the Company recognizes stock-based compensation expense, net of estimated forfeitures, equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. For awards subject to both performance and service-based vesting conditions, the Company recognizes stock-based compensation expense using an accelerated recognition method when it is probable that the performance condition will be achieved. If achievement of the performance condition is not probable, but the award will vest based on the service condition, expense is recognized over the requisite service period. Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company expenses restricted stock unit awards to employees based on the fair value of the award on a straight-line basis over the associated service period of the award. Share-based payments issued to non-employees are recorded at their fair values, and are periodically revalued as the equity instruments vest and are recognized as expense over the related service period in accordance with the provisions of ASC 718 and ASC Topic 505 (ASC 505), Equity . For stock-based awards granted to non-employees, the Company recognizes stock-based compensation expense using an accelerated recognition method. See Note 11 for a discussion of the assumptions used by the Company in determining the grant date fair value of options granted under the Black-Scholes option pricing model, as well as a summary of the stock option activity under the Company's stock-based compensation plans for the year ended December 31, 2015 . Income Taxes Income taxes are recorded in accordance with ASC Topic 740, Income Taxes (ASC 740), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon 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 accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. As of December 31, 2015 or 2014 , the Company does not have any significant uncertain tax positions. Net Income (Loss) Per Share Net income (loss) per share information is determined using the two-class method, which includes the weighted-average number of shares of common stock outstanding during the period and other securities that participate in dividends (a participating security). The Company's redeemable convertible preferred stock are participating securities as defined by ASC 260-10, Earnings Per Share . Under the two-class method, basic net income (loss) per share applicable to common stockholders is computed by dividing the net income (loss) applicable to common stockholders by the weighted-average number of common shares outstanding for the reporting period. Diluted net income (loss) per share is computed using the more dilutive of (1) the two-class method or (2) the if-converted method. The Company allocates net income first to preferred stockholders based on dividend rights under the Company's articles of incorporation and then to preferred and common stockholders based on ownership interests. Net losses are not allocated to preferred stockholders as they do not have an obligation to share in the Company's net losses. Diluted net income (loss) per share gives effect to all potentially dilutive securities, including redeemable convertible preferred stock, and shares issuable upon the exercise of outstanding warrants and stock options, using the treasury stock method. For the years ended December 31, 2015 , 2014 and 2013 , the Company has excluded the effects of all potentially dilutive shares, which include redeemable convertible preferred stock, warrants for redeemable convertible preferred stock, warrants for common stock and outstanding common stock options, from the weighted-average number of common shares outstanding as their inclusion in the computation for these years would be anti-dilutive due to net losses incurred. The following is a summary of the common stock equivalents which were excluded from the calculation of diluted net loss per share for the periods indicated (in thousands): Year Ended December 31, 2015 2014 2013 Outstanding stock options 3,191 3,230 3,709 Common stock warrants 398 422 908 Shares issuable under employee stock purchase plan 15 14 — Restricted stock units 521 — — Preferred stock — — 13,218 Preferred stock warrants — — 114 4,125 3,666 17,949 Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions, other events, and circumstances from non-owner sources. Comprehensive loss consists of net loss and other comprehensive loss, which includes certain changes in equity that are excluded from net loss. Comprehensive loss has be |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net, consists of the following (in thousands): December 31, 2015 2014 Computer equipment and software $ 1,163 $ 956 Office equipment 260 213 Laboratory equipment 11,458 11,311 Leasehold improvements 9,990 9,930 Construction in progress 390 11 Total property and equipment 23,261 22,421 Accumulated depreciation and amortization (20,155 ) (19,334 ) Property and equipment, net $ 3,106 $ 3,087 Depreciation and amortization expense was $1.2 million , $1.1 million and $0.9 million for the years ending December 31, 2015 , 2014 and 2013 respectively. |
Restricted Cash
Restricted Cash | 12 Months Ended |
Dec. 31, 2015 | |
Cash and Cash Equivalents [Abstract] | |
Restricted Cash | Restricted Cash As of December 31, 2015 , and 2014 , the Company maintained letters of credit totaling $0.8 million and $0.9 million respectively, held in the form of certificates of deposit as collateral for the Company's facility lease obligations and its credit cards. |
Cash, Cash Equivalents and Shor
Cash, Cash Equivalents and Short-term and Long-term Investments | 12 Months Ended |
Dec. 31, 2015 | |
Cash and Cash Equivalents [Abstract] | |
Cash Equivalents and Short-term and Long-term Investments | Cash, Cash Equivalents and Short-term and Long-term Investments The Company considers all highly liquid investments purchased with original maturities of 90 days or less at acquisition to be cash equivalents. Cash and cash equivalents include cash held in banks and amounts held primarily in interest-bearing money market accounts. Cash equivalents are carried at cost, which approximates their fair market value. The Company determines the appropriate classification of marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. The Company has classified all of its marketable securities at December 31, 2015 as “available-for-sale” pursuant to ASC 320, Investments – Debt and Equity Securities. The Company records available-for-sale securities at fair value, with the unrealized gains and losses included in accumulated other comprehensive income (loss) in stockholders’ equity. There were no realized gains or losses on marketable securities for the years ended December 31, 2015 , 2014 and 2013 . Investments not classified as cash equivalents are presented as either short-term or long-term investments based on both their maturities as well as the time period the Company intends to hold such securities. The Company adjusts the cost of available-for-sale debt securities for amortization of premiums and accretion of discounts to maturity. The Company includes such amortization and accretion in interest income. The cost of securities sold is based on the specific identification method. The Company includes in interest income interest and dividends on securities classified as available-for-sale. The Company reviews marketable securities for other-than-temporary impairment whenever the fair value of a marketable security is less than the amortized cost and evidence indicates that a marketable security’s carrying amount is not recoverable within a reasonable period of time. Other-than-temporary impairments of investments are recognized in the consolidated statements of operations if the Company has experienced a credit loss, has the intent to sell the marketable security, or if it is more likely than not that the Company will be required to sell the marketable security before recovery of the amortized cost basis. Evidence considered in this assessment includes reasons for the impairment, compliance with the Company’s investment policy, the severity and the duration of the impairment and changes in value subsequent to the end of the period. The following is a summary of cash, cash equivalents and available-for-sale securities as of December 31, 2015 and December 31, 2014 (in thousands): December 31, 2015 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and cash equivalents due in 90 days or less $ 27,783 $ — $ — $ 27,783 Available-for-sale securities: Corporate obligations due in one year or less 53,243 — (81 ) 53,162 Corporate obligations due in more than one year 14,112 — (72 ) 14,040 U.S. Treasury securities due in one year or less 6,016 — (4 ) 6,012 U.S. Treasury securities due in more than one year 4,995 — (15 ) 4,980 Certificates of deposit due in one year or less 11,890 — — 11,890 Certificates of deposit due in more than one year 4,886 — — 4,886 Mortgage and other asset backed securities due in one year or less 6,010 — (10 ) 6,000 Mortgage and other asset backed securities due in more than one year 7,266 — (38 ) 7,228 Total available-for-sale securities $ 108,418 $ — $ (220 ) $ 108,198 Total cash, cash equivalents and available-for-sale securities $ 136,201 $ — $ (220 ) $ 135,981 December 31, 2014 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and cash equivalents due in 90 days or less $ 176,460 $ — $ — $ 176,460 Total cash and cash equivalents $ 176,460 $ — $ — $ 176,460 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consist of the following (in thousands): December 31, 2015 2014 Research and development related $ 4,938 $ 2,291 Employee compensation 3,551 3,050 Professional services 1,198 426 Other 2,713 1,081 $ 12,400 $ 6,848 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2015 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Warrants Below is a summary of the number of shares issuable upon exercise of outstanding warrants and the terms and accounting treatment for the outstanding warrants (in thousands, except per share data): Warrants as of Weighted- Average Exercise Balance Sheet Classification December 31, 2015 December 31, 2014 Price Per Share Expiration December 31, 2015 December 31, 2014 Warrants to purchase common stock 393 409 5.88 June 10, 2020 - July 9, 2020 Liability(2) Liability(2) Warrants to purchase common stock 5 13 4.00 - 7.40 March 31, 2016 - December 31, 2017 Equity(1) (3) (4) Equity(1) (3) (4) All warrants 398 422 $ 5.88 ______________________________________________________________________ (1) In March 2015, the warrant holders exercised warrants to purchase 5,029 shares of Common Stock on a net basis, resulting in the issuance of 4,519 shares of Common Stock . (2) In May 2015, the warrant holders exercised warrants to purchase 16,665 shares of Common Stock on a net basis, resulting in the issuance of 13,588 shares of Common Stock. (3) In August 2015, the warrant holders exercised warrants to purchase 2,399 shares of Common Stock on a net basis, resulting in the issuance of 2,075 shares of Common Stock . (4) Warrants to purchase common stock were issued in connection with various debt financing transactions that were consummated in periods prior to December 31, 2012. See discussion below for further details. In connection with various financing transactions that were consummated in periods prior to December 31, 2014 , the Company issued warrants for the purchase of up to 106,500 shares of the Company's Series A redeemable convertible preferred stock (Series A Preferred Stock), 31,891 shares of the Company's Series B redeemable convertible preferred stock (Series B Preferred Stock), 45,786 shares of the Company's Series C-1 redeemable convertible preferred stock (Series C-1 Preferred Stock), and 63,693 shares of the Company's Series D-1 redeemable convertible preferred stock (Series D-1 Preferred Stock). Each warrant was immediately exercisable. The warrants to purchase Series A and Series B Preferred Stock expire seven years from the original date of issuance, while the warrants to purchase Series C-1 and Series D-1 Preferred Stock expire ten years from the original date of issuance. The warrants to purchase shares of the Company's preferred stock have an exercise price equal to the original issuance price of the underlying instrument. Each warrant is exercisable on either a physical settlement or net share settlement basis and the redemption provisions are outside the control of the Company. In connection with the closing of the Company's IPO on September 24, 2013, the outstanding warrants to purchase Series B Preferred Stock, Series C-1 Preferred Stock, and Series D-1 Preferred Stock were converted into warrants to purchase common stock. The exercise prices for each of these warrants remained unchanged. The Company follows the provisions of ASC Topic 480, Issuer's Accounting for Freestanding Warrants and Other Similar Instruments on Shares that Are Redeemable , which requires that warrants to purchase redeemable preferred stock be classified as liabilities. In addition, the value of the warrants is remeasured to the then-current fair value at each reporting date. Changes in fair value are recorded to other income (expense), net. For the years ended December 31, 2015 and 2014, the Company remeasured the fair value of all of its outstanding warrants to purchase shares of the Company's preferred stock up until the conversion of such warrants on September 24, 2013, using current assumptions, resulting in an increase in fair value of zero , zero and $1.3 million , respectively, which was recorded in other expense net in the accompanying consolidated statement of operations and comprehensive loss. As a result of the closing of the IPO and the resulting conversion of the warrants to purchase preferred shares into warrants to purchase common stock, the fair value of the warrant liability at September 24, 2013 was reclassified to permanent equity and therefore, is no longer subject to remeasurement. In December 2012, the Company modified the warrant to purchase 106,500 shares of Series A Preferred Stock and extended the expiration date from December 21, 2012 to February 28, 2013. During the year ended December 31, 2013, the holder of the warrant exercised the warrant on a net basis, resulting in the issuance of 46,668 shares of Series A Preferred Stock. Upon exercise, the Company re-measured the fair value of the warrant and recorded the resulting increase in fair value of $0.1 million as other expense in the accompanying statement of operations and comprehensive loss for the year ended December 31, 2013. In connection with the Series E redeemable convertible preferred stock (Series E Preferred Stock) financing transactions that took place in June 2010 and July 2010, the Company issued warrants to purchase up to 871,580 shares of common stock. Each warrant was immediately exercisable and expires ten years from the original date of issuance. The warrants to purchase shares of the Company's common stock have an exercise price equal to the estimated fair value of the underlying instrument as of the initial date such warrants were issued. Each warrant is exercisable on either a physical settlement or net share settlement basis from the date of issuance. The warrant agreement contains a provision requiring an adjustment to the number of shares in the event the Company issues common stock, or securities convertible into or exercisable for common stock, at a price per share lower than the warrant exercise price. The Company concluded the anti-dilution feature required the warrants to be classified as liabilities under ASC Topic 815, Derivatives and Hedging—Contracts in Entity's Own Equity (ASC 815). The warrants are measured at fair value, with changes in fair value recognized as a gain or loss to other income (expense) in the consolidated statements of operations and comprehensive loss for each reporting period thereafter. The fair value of the common stock warrants were recorded as a discount to the preferred stock issued of $3.0 million , and the preferred stock were being accreted to the redemption value. At the end of each reporting period, the Company remeasured the fair value of the outstanding warrants, using current assumptions, resulting in an increase (decrease) in fair value of $3.5 million , $(5.0) million and $26.9 million , respectively, which was recorded in other income (expense), net in the accompanying consolidated statements of operations and comprehensive loss for the years ended December 31, 2015 , 2014 and 2013 . The Company will continue to re-measure the fair value of the liability associated with the warrants to purchase common stock at the end of each reporting period until the earlier of the exercise or the expiration of the applicable warrants. On March 31, 2013, the Company retired 13,994 warrants to purchase common stock as a consequence of a repurchase of shares from an investor. All remaining outstanding warrants were fully vested and exercisable as of December 31, 2015 . In connection with various financing transactions that were consummated in periods prior to December 31, 2015 the Company issued warrants to purchase up to 12,634 shares of common stock. The awards of warrants to purchase shares of common stock are accounted for as equity instruments. The warrants are exercisable at any time through their respective expiration dates. The fair value at issuance was calculated using the Black-Scholes option-pricing model, and was charged to interest expense during the periods the related debt was outstanding. As of December 31, 2015 , 5,206 warrants remain outstanding and expire a various dates through December 31, 2017. Fair Value The fair value of the warrants to purchase preferred stock on the date of issuance and on each re-measurement date was estimated using the Black-Scholes option pricing model. This method of valuation involves using inputs such as the fair value of the Company's various classes of preferred stock and common stock, stock price volatility, contractual term of the warrants, risk free interest rates, and dividend yields. The fair value of the warrants to purchase common stock on the date of issuance and on each re-measurement date for those warrants to purchase common stock classified as liabilities was estimated using either the Monte Carlo simulation framework, which incorporates future financing events over the remaining life of the warrants to purchase common stock, or for certain re-measurement dates including December 31, 2015 and 2014, due to the warrants being deeply in the money, the Black-Scholes option pricing model was used. At each reporting period the company evaluates the best valuation methodology. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases The Company leases its facilities under non-cancelable operating leases that expire at various dates through March 2021. All of the Company's leases contain escalating rent clauses, which require higher rent payments in future years. The Company expenses rent on a straight-line basis over the term of the lease, including any rent-free periods. In addition, the Company received certain lease incentives, and recorded these incentives as deferred rent, which is amortized as a reduction of rent expense over the life of the lease. Rent expense of approximately $3.4 million , $3.3 million and $3.5 million were incurred during the years ended December 31, 2015 , 2014 and 2013 , respectively. Future annual minimum lease payments as of December 31, 2015, are as follows (in thousands): 2016 4,386 2017 4,547 2018 3,577 2019 640 2020 656 2021 165 Total $ 13,971 On December 15, 2015, the Company entered into a five -year building lease for approximately 12,200 square feet of space located at 125 Sidney Street, Cambridge, Massachusetts. The lease commenced on January 1, 2016 when the lessor delivered the building to the Company. Rent will commence on April 1, 2016 and is approximately $0.6 million for the first year with annual rent escalations thereafter. The total operating lease obligation of for the term of this agreement is $3.1 million . In addition, the lease provides a contribution from the landlord towards the initial build-out of the space of up to $0.5 million . The Company has the option to extend this lease by an additional five years. In accordance with the lease, the Company will enter into a cash-collateralized irrevocable standby letter of credit in the amount of $0.2 million , naming the landlord as beneficiary. Legal Proceedings Except as discussed below, the Company, from time to time, may be party to litigation arising in the ordinary course of its business. The Company was not subject to any material legal proceedings during the years ended December 31, 2015, 2014 and 2013, and, to the best of its knowledge, no material legal proceedings are currently pending or threatened. On October 18, 2012, the Salk Institute for Biological Studies (Salk) filed a complaint in the Massachusetts Superior Court for Suffolk County, alleging that the Company breached one of the Company's two licensing agreements with Salk. The licensing agreement in dispute provides the Company with a license with respect to certain of Salk’s U.S. patents related to the ActRIIB activin receptor proteins. Salk contended that, under the licensing agreement, the Company owed Salk a greater share of the upfront payment that it received under its now-terminated agreement with Shire AG regarding ACE-031 and a share of the upfront payment and development milestone payments that the Company has received under its ongoing collaboration agreement with Celgene regarding luspatercept. Salk was seeking a total of approximately $10.5 million plus interest and a 15% share of future development milestone payments received under the agreement with Celgene regarding luspatercept. The Company contended that no additional amounts were due to Salk and that it had complied with all of its payment obligations under the applicable Salk license agreement. The Company moved to dismiss the complaint on December 3, 2012. The Court denied the Company’s motion on February 28, 2013. On March 14, 2013, Acceleron answered the complaint and asserted patent invalidity counterclaims. On the basis of those counterclaims, Acceleron removed the action on March 28, 2013 to the United States District Court for the District of Massachusetts. The parties reached an agreement on a stipulation as to certain patent issues raised in the action, and the Company dismissed its counterclaims. The Court held an initial scheduling conference on May 30, 2013, and the fact discovery was closed. On July 25, 2014, the Company and the Salk Institute for Biological Studies entered into an amendment (the Amendment) to that certain Exclusive License Agreement between Salk and the Company regarding Activin Receptors (Type IIB) and Related Subject Matter for Therapeutic and Diagnostic Purposes, dated August 11, 2010 (the License Agreement). The License Agreement provides the Company with a license with respect to certain of Salk's U.S. patents related to the ActRIIB activin receptor proteins. The Amendment was entered into as a condition to the settlement with Salk that provides for the release of all claims in the lawsuit. Pursuant to the settlement, the Company has made a one-time total payment of $5.0 million , inclusive of interest, to Salk and the Company has agreed to pay Salk 6% of future development milestone payments received under the agreement with Celgene relating to luspatercept. Finally, the Company and Salk have further agreed that the royalty percentage on net sales of luspatercept will remain at 1% as provided in the original license agreement with Salk, and that such royalty will be payable until June 2022. The Company recorded the impact of the settlement as a charge to operations in the accompanying consolidated statement of operations and comprehensive loss for the year ended December 31, 2014. Other The Company is also party to various agreements, principally relating to licensed technology, that require future payments relating to milestones not met at December 31, 2015 and 2014 , or royalties on future sales of specified products. No milestone or royalty payments under these agreements are expected to be payable in the immediate future. See Note 10 for discussion of these arrangements. The Company enters into standard indemnification agreements in the ordinary course of business. Pursuant to the agreements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally the Company's business partners or customers, in connection with any U.S. patent or any copyright or other intellectual property infringement claim by any third party with respect to the Company's products. The term of these indemnification agreements is generally perpetual any time after execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders' Equity On September 24, 2013, the Company completed its IPO whereby the Company sold 6,417,000 shares of common stock (including 837,000 shares of common stock sold by the Company pursuant to the full exercise of an overallotment option by the underwriters in connection with the offering) at a price of $15.00 per share. The shares began trading on The Nasdaq Global Market on September 19, 2013. The aggregate net proceeds received by the Company from the offering were $86.8 million , net of underwriting discounts and commissions and estimated offering expenses payable by the Company. Upon the closing of the IPO, all outstanding shares of convertible preferred stock converted into 18,516,993 shares of common stock and warrants exercisable for convertible preferred stock were automatically converted into warrants exercisable for 141,370 shares of common stock, resulting in the reclassification of the related convertible preferred stock warrant liability of $2.0 million to additional paid-in capital. On September 24, 2013, the Company also completed the sale of a private placement of 666,667 shares of common stock to Celgene Corporation at the IPO price of $15.00 per share concurrent with and at the same offer price as the IPO. The aggregate net proceeds received by the Company from the concurrent private placement were $10.0 million . On January 28, 2014, the Company completed its underwritten public offering of 2,760,000 shares of common stock, including 360,000 shares of common stock issued upon the exercise in full by the underwriters of their option to purchase additional shares, at a public offering price of $50.00 per share. The aggregate net proceeds received by the Company, after underwriting discounts and commissions and other estimated offering expenses, were $129.2 million . On January 11, 2016, the Company completed its underwritten public offering of 3,750,000 shares of common stock at a public offering price of $40.00 per share. The aggregate net proceeds received by the Company, after underwriting discounts and commissions and other estimated offering expenses, were approximately $140.4 million . Preferred Stock The Company’s certificate of incorporation authorizes its board of directors to issue 25,000,000 shares of preferred stock from time to time in one or more series. The rights, preferences, restrictions, qualifications and limitations of such stock are determined by the board of directors. As of December 31, 2015 no shares are issued or outstanding. Common Stock The holders of shares of common stock are entitled to one vote for each share of common stock held at all meetings of stockholders and written actions in lieu of meetings. The holders of shares of common stock are entitled to receive dividends, if and when declared by the Board. No dividends have been declared or paid by the Company through December 31, 2015 . Common Stock Reserved for Future Issuance At December 31, 2015 , the Company has reserved for future issuance the following number of shares of common stock (in thousands): December 31, 2015 Outstanding stock options to purchase common stock 3,191 Shares available for future issuance under stock option plan 1,890 Warrants to purchase common stock 398 Shares available for future issuance under the employee stock purchase plan 251 Additional shares reserved for unissued, but designated, Preferred Stock 25,000 Total shares of authorized common stock reserved for future issuance 30,730 |
Significant Agreements
Significant Agreements | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Significant Agreements | Significant Agreements Celgene Overview On February 20, 2008 the Company entered into a collaboration, license, and option agreement (the Sotatercept Agreement) with Celgene Corporation (Celgene) relating to sotatercept. On August 2, 2011, the Company entered into a second collaboration, license and option agreement with Celgene for luspatercept (the Luspatercept Agreement), and also amended certain terms of the Sotatercept Agreement. These agreements provide Celgene exclusive licenses for sotatercept and luspatercept in all indications, as well as exclusive rights to obtain a license to certain future compounds. Celgene is a global biopharmaceutical company primarily engaged in the discovery, development and commercialization of innovative therapies designed to treat cancer and immune-inflammatory related diseases. Sotatercept Agreement Under the terms of the Sotatercept Agreement, the Company and Celgene collaborate worldwide for the joint development and commercialization of sotatercept. The Company also granted Celgene an option to license three discovery stage compounds. Under the terms of the agreement, the Company and Celgene will jointly develop, manufacture and commercialize sotatercept. Celgene paid $45.0 million of nonrefundable, upfront license and option payments to the Company upon the closing of the Sotatercept Agreement. The Company retained responsibility for research and development through the end of Phase 2a clinical trials, as well as manufacturing the clinical supplies for these trials. These activities were substantially completed in 2011. Celgene is conducting the ongoing Phase 2 trials for myelodysplastic syndromes (MDS), chronic kidney disease, and beta-thalassemia and will be responsible for any Phase 3 clinical trials, as well as additional Phase 2 clinical trials, and will be responsible for overseeing the manufacture of Phase 3 and commercial supplies by third-party contract manufacturing organizations. Under the agreement, the Company was eligible to receive clinical milestones of up to $88.0 million , regulatory milestones of up to $272.0 million , and commercial milestones of up to $150.0 million for sotatercept. Clinical milestone payments are triggered upon initiation of a defined phase of clinical research for a therapeutic candidate. Regulatory milestone payments are triggered upon the acceptance of the marketing application and upon the approval to market a therapeutic candidate by the Food and Drug Administration (FDA) or other global regulatory authorities. Commercial milestone payments are triggered when an approved pharmaceutical product reaches certain defined levels of net sales by Celgene in countries outside of North America. In addition, to the extent sotatercept is commercialized, the Company would be entitled to receive tiered royalty payments in the low-to-mid twenty percent range of net sales from sales generated from all geographies. Royalty payments are subject to certain reductions, including for entry of a generic product onto the market. Additionally, for three named discovery-stage option programs the Company was eligible to receive option fees of up to $30.0 million , clinical milestones of up to $53.3 million , regulatory milestones of up to $204.0 million , and commercial milestones of up to $150.0 million for each option program. Clinical milestone payments are triggered upon initiation of a defined phase of clinical research for a therapeutic candidate. Regulatory milestone payments are triggered upon the acceptance of the marketing application and upon the approval to market a therapeutic candidate by the FDA or other global regulatory authorities. Commercial milestone payments are triggered when an approved pharmaceutical product reaches certain defined levels of net sales by Celgene in countries outside of North America. Option fee payments are triggered upon license of any of the option programs by Celgene. In addition, to the extent an option compound is commercialized, the Company would be entitled to receive tiered royalty payments in the low-to-mid twenty percent range of net sales from sales generated from all geographies. Royalty payments are subject to certain reductions, including for entry of a generic product onto the market. None of the three discovery stage programs has advanced to the stage to achieve payment of a milestone. In connection with entering into the Sotatercept Agreement, Celgene purchased 457,875 shares of Series C-1 Preferred Stock at the aggregate purchase price of $5.0 million . The Series C-1 Preferred Stock was purchased at an amount that was deemed to represent fair value at the time of purchase. Per our agreement and concurrent with the IPO, Celgene purchased 666,667 shares of Common Stock at the IPO offer price of $15.00 per share for $10.0 million . Commensurate with the execution of the Luspatercept Agreement described below, the Company and Celgene agreed to modify the terms of the Sotatercept Agreement. The modified terms included: (1) a change to the responsibility for development costs to align with the Luspatercept Agreement, with Celgene responsible for more than half of the worldwide costs through December 31, 2012, and 100% of the development costs thereafter, (2) future contingent development milestones for sotatercept were amended to a two-category (oncology and non-oncology) structure with potential future clinical milestones of $27.0 million and regulatory milestones of $190.0 million from a four-category (various cancer indications) structure and, (3) future contingent development milestones for option compounds were amended to a two-category (oncology and non-oncology) structure with potential future clinical milestones of $25.5 million and regulatory milestones of $142.5 million from a four-category (various cancer indications) structure, and (4) an option to buy down tiered royalty payments on both sotatercept and luspatercept with a one-time $25.0 million payment on or prior to January 1, 2013. The potential commercial milestones remained unchanged. To date, the Company has received $43.0 million in research and development funding and milestone payments for sotatercept under the original and modified agreements, of which $7.0 million is a clinical milestone payment earned in December 2013 that resulted from Celgene's start of a Phase 2b clinical trial in chronic kidney disease. The next likely clinical milestone payment would be $10.0 million and result from Celgene's start of a Phase 3 study in chronic kidney disease. The Sotatercept Agreement will expire on a country-by-country basis on the occurrence of both of the following: (1) the expiration of the royalty term with respect to all license products in such country, and (2) the exercise or forfeiture by Celgene of its option with regard to each option compound. The royalty term for each licensed product in each country outside North America is the period commencing with first commercial sale of the applicable licensed product in the applicable country and ending on the latest of expiration of specified patent coverage or a specified period of years. The royalty term for each licensed product in North America is the period commencing with the first commercial sale in North America and ending, on a licensed product and country-by-country basis on the date which commercialization of such licensed product has ceased. The term for each option compound runs for a specified period of years unless Celgene exercises its option, in which case the compound becomes a licensed product, or forfeits its option by failing to make certain payments following the achievement of certain milestones in early clinical development of the option compound. Celgene has the right to terminate the agreement with respect to one or more licensed targets or in its entirety, upon 180 days ' notice (or 45 days ' notice if the licensed product has failed to meet certain end point criteria with respect to clinical trials or other development activities). The agreement may also be terminated in its entirety by either Celgene or the Company in the event of a material breach by the other party or in the event of a bankruptcy filing of the other party. There are no cancellation, termination or refund provisions in this arrangement that contain material financial consequences to the Company. Luspatercept Agreement Under the terms of the Luspatercept Agreement, the Company and Celgene collaborate worldwide for the joint development and commercialization of luspatercept. The Company also granted Celgene an option for future products for which Acceleron files an Investigational New Drug application for the treatment of anemia. Celgene paid $25.0 million on the closing of the Luspatercept Agreement in August, 2011. The Company retains responsibility for research and development through the end of Phase 1 and initial Phase 2 clinical trials, as well as manufacturing the clinical supplies for these studies. Celgene will conduct subsequent Phase 2 and Phase 3 clinical studies. Acceleron will manufacture luspatercept for the Phase 1 and Phase 2 clinical trials and Celgene will be responsible for overseeing the manufacture of Phase 3 and commercial supplies by third party contract manufacturing organizations. The Company is eligible to receive clinical milestones of up to $32.5 million , regulatory milestones of up to $105.0 million and commercial milestones of up to $80.0 million for luspatercept. The Company will receive additional, lower development, regulatory, and commercial milestones for any additional products for the treatment of anemia on which Celgene exercises an option. Clinical milestone payments are triggered upon initiation of a defined phase of clinical research for a therapeutic candidate. Regulatory milestone payments are triggered upon the acceptance of the marketing application and upon approval to market a therapeutic candidate by the FDA or other global regulatory authorities. Commercial milestone payments are triggered when an approved pharmaceutical product reaches certain defined levels of net sales by Celgene in countries outside of North America. In addition, to the extent luspatercept is commercialized, the Company would be entitled to receive tiered royalty payments in the low-to-mid twenty percent range of net sales from sales generated from all geographies. Royalty payments are subject to certain reductions, including for entry of a generic product onto the market. Through December 31, 2015 , the Company has received $60.3 million in research and development funding and milestone payments for luspatercept. The next likely clinical milestone payment would be $15.0 million and result from Celgene's start of a Phase 3 study in MDS or beta-thalassemia. The Company has not yet identified additional compounds for the treatment of anemia. Accordingly, there is no assurance that the Company will generate future value from additional programs. The Luspatercept Agreement will expire on a country-by-country basis on the occurrence of both of the following: (1) the expiration of the royalty term with respect to all license products in such country, and (2) the end of the option term. The royalty term for each licensed product in each country outside North America is the period commencing with first commercial sale of the applicable licensed product in the applicable country and ending on the latest of expiration of specified patent coverage or a specified period of years. The royalty term for each licensed product in North America is the period commencing with the first commercial sale in North America and ending, on a licensed product and country-by-country basis on the date which commercialization of such licensed product has ceased. The option term runs until the later of (1) the date on which no development or commercialization activities are ongoing or are expected to commence for any licensed products under the Luspatercept Agreement; (2) the date on which no development or commercialization activities are ongoing or are expected to commence for any licensed products under the Sotatercept Agreement and all option rights under the Sotatercept Agreement have been forfeited with respect to each option compound where Celgene has made a payment with respect to such compound; and (3) the royalty term for all licensed products under the Luspatercept Agreement and the Sotatercept Agreement has ended; provided that if at the time the option term would otherwise end any option compounds under the Luspatercept Agreement are in clinical development the option term shall continue until Celgene's rights to such compound are either exercised or forfeited. Celgene has the right to terminate the Luspatercept Agreement with respect to one or more licensed targets or in its entirety, upon 180 days ' notice (or 45 days ' notice if the licensed product has failed to meet certain end point criteria with respect to clinical trials or other development activities), provided that Celgene may not terminate the Luspatercept Agreement prior to the completion of the on-going luspatercept beta-thalassemia and luspatercept MDS Phase 2 clinical trials, except under certain conditions. The agreement may also be terminated in its entirety by either Celgene or the Company in the event of a material breach by the other party or in the event of a bankruptcy filing of the other party. There are no cancellation, termination or refund provisions in this arrangement that contain material financial consequences to the Company. Both Agreements The Company and Celgene shared development costs under the Sotatercept and Luspatercept Agreements through December 31, 2012. As of January 1, 2013, Celgene has been responsible for paying 100% of worldwide development costs under both agreements. Celgene will be responsible for all commercialization costs worldwide. The Company has the right to co-promote sotatercept, luspatercept and future products under both agreements in North America. Celgene's option to buy down royalty rates for sotatercept and luspatercept expired unexercised and, therefore, the Company will receive tiered royalties in the low-to-mid twenty percent range on net sales of sotatercept and luspatercept. The royalty schedules for sotatercept and luspatercept are the same. Accounting Analysis Prior to 2011, the Company accounted for the Sotatercept Agreement, as a multiple element arrangement under ASC 605-25 (prior to the amendments of ASU 2009-13). The Company identified the following deliverables under the arrangement; (1)the license to the ActRIIA compound, (2) right to license option program compounds, (3) participation in the joint development committee, (4) participation in the joint commercialization committee and (5) research and development activities. Under the provisions of ASC 605-25, applicable to the arrangement, since the Company could not establish vendor-specific objective evidence (VSOE) for the undelivered elements, the Company was required to recognize the initial consideration, consisting of the $45.0 million of nonrefundable upfront license and option payments, over the period the undelivered elements were to be delivered, which was initially estimated to be 15 years . As of the date of the modification of the agreement, there was approximately $34.7 million of deferred revenue under the arrangement. As a result of the material modifications to the cost sharing obligations, milestone payments structure and royalty payment structure, the Company concluded the modification represented a significant modification under ASU 2009-13, which required the Company to apply the updated provisions of ASU 2009-13 subsequent to the modification. Because the Luspatercept Agreement and the amendment to the Sotatercept Agreement were negotiated in contemplation of each other, and the Company had not yet completed all of its obligations pursuant to the Sotatercept Agreement, the agreements were considered one arrangement for accounting purposes. The deliverables under the combined arrangement include: (1) licenses to develop and commercialize sotatercept and luspatercept, (2) performance of research and development services, (3) participation on the joint development committees, and (4) the performance of manufacturing services to provide clinical material to Celgene. The Company has determined the option to future products related to the treatment of anemia represents a substantive option. The Company is under no obligation to discover, develop or deliver any new compounds that modulate anemia and Celgene is not contractually obligated to exercise the option. As a result, the Company is at risk as to whether Celgene will exercise the option. All of these deliverables identified in the arrangement were deemed to have stand-alone value and to meet the criteria to be accounted for as separate units of accounting under ASC 605-25. Factors considered in making this determination included, among other things, the subject of the licenses, the nature of the research and development services, and the capabilities of Celgene. The total arrangement consideration of $77.7 million under the Luspatercept Agreement and amended Sotatercept Agreement consisted of (1) the $25.0 million up-front payment for the license of luspatercept, (2) the remaining deferred revenue from the Sotatercept Agreement of $34.7 million , and (3) estimated payments for development activities and manufacturing services of $18.0 million . The Company used its best estimate of selling price (BESP) for each of the undelivered elements as the Company did not have VSOE or (third-party evidence) TPE of selling price for each deliverable. The Company's BESP considered its development plan for the compounds, expected manufacturing services, and reimbursement from Celgene (reimbursement of more than half of development expenses through December 31, 2012 and 100% thereafter). The Company determined its BESP for each of the undelivered elements under the arrangements as of the arrangement execution date as follows: • $18.8 million for research and development services • $2.9 million for the sotatercept joint development committee • $3.7 million for the ACE 536 joint development committee • $2.8 million for the manufacturing services After determining the BESP of the undelivered elements, the remaining consideration of $49.5 million was recognized upon execution of the arrangements. The difference between the estimated payments of $18.0 million and the estimated selling prices which totaled $28.2 million , using BESP, for undelivered elements was $10.2 million . This amount was deferred at inception and will be recognized as the undelivered elements are delivered, using the proportional performance method, or ratably in the case of performance on the Joint Development Committee. As noted above, the total arrangement consideration includes estimated payments for development activities and manufacturing services identified at the outset of the Luspatercept Agreement and amended Sotatercept Agreement. At the end of each reporting period, the Company reassesses the estimated payments to be received related to these services and the BESP of the undelivered elements based upon the Company's current estimates. The Company accounts for such changes as a change in accounting estimate and the cumulative impact of any change is reflected in the period of change. During 2011, the Company achieved a $7.5 million clinical milestone under its Luspatercept Agreement, related to the dosing of the first patient in a multiple-dose clinical trial. The Company evaluated the milestone and determined that it was not substantive, as there was no significant uncertainty to achieving the milestone upon execution of the Luspatercept Agreement. As such, the Company allocated the $7.5 million payment based on the allocation of arrangement consideration determined at the execution date of the Luspatercept Agreement and amended Sotatercept Agreement. Based on this allocation, the Company recognized $4.8 million of the payment upon achievement, with the remaining $2.7 million recognized as revenue as the undelivered elements are delivered, consistent with the treatment of the up-front payment. During January 2013, the Company achieved a $10.0 million clinical milestone under its Luspatercept Agreement, related to the dosing of the first patient for a Phase 2 clinical trial. The Company evaluated the milestone and deemed it to be substantive and consistent with the definition of a milestone included in ASU 2010-17 and, accordingly, recognized the $10.0 million payment in revenue during the year ended December 31, 2013. During December 2013, the Company achieved a $7.0 million clinical milestone under its Sotatercept Agreement, related to Celgene's start of a Phase 2b clinical trial in chronic kidney disease. The Company evaluated the milestone and deemed it to be substantive and consistent with the definition of a milestone included in ASU 2010-17 and, accordingly, recognized the $7.0 million payment in revenue during the year ended December 31, 2013.The remaining development milestones under the Luspatercept and Sotatercept Agreements were deemed to be substantive and consistent with the definition of a milestone included in ASU 2010-17 and, accordingly, the Company will recognize payments related to the achievement of such milestones, if any, when such milestone is achieved. Factors considered in this determination included scientific and regulatory risks that must be overcome to achieve the milestones, the level of effort and investment required to achieve each milestone, and the monetary value attributed to each milestone. During the years ended December 31, 2015 , 2014 and 2013 , the Company recognized $1.2 million , $1.7 million and $2.6 million , respectively, of the total deferred revenue as license and milestone revenue in the accompanying consolidated statements of operations and comprehensive loss. As noted above, under the terms of the Luspatercept Agreement the Company retains responsibility for certain research and development activities through the completion of Phase 1 and initial Phase 2 clinical trials, as well as manufacturing the clinical supplies for these studies. Celgene is responsible for the conduct of subsequent Phase 2 and Phase 3 clinical studies. In November, 2013, the Company agreed to conduct additional activities for the benefit of the luspatercept program including certain clinical and non-clinical services such as multiple toxicology studies and associated assay development and sample testing, clinical extension studies, and market development work. These activities will be reimbursed under the same terms and rates of the existing Agreements. The Company evaluated the additional services to be provided and determined that as the Company is under no obligation to conduct these additional activities, these services do not represent a deliverable under or modification to the Luspatercept Agreement, but rather, represent a separate services arrangement which should be accounted for as the services are delivered. Pursuant to the terms of the agreement, Celgene and the Company share development costs, with Celgene responsible for substantially more than half of the costs for sotatercept and luspatercept until December 31, 2012 and 100% of the costs from January 1, 2013 and thereafter. Payments from Celgene with respect to research and development costs incurred by the Company are recorded as cost-sharing revenue. Payments by the Company to Celgene for research and development costs incurred by Celgene are recorded as a reduction to cost-sharing revenue. During the years ended December 31, 2015 , 2014 and 2013 , the Company recorded net cost-sharing revenue of $16.9 million , $13.0 million and $12.7 million , respectively. Other Agreements Shire License In September 2010, the Company entered into a license and collaboration agreement granting Shire AG the exclusive right to develop, manufacture and commercialize ActRIIB compounds in territories outside North America. Shire also received the right to conduct research and manufacture commercial supplies in North America for ActRIIB compounds. The lead ActRIIB compound was designated ACE-031. Under the initial development plan, the companies share the costs associated with developing and commercializing ACE-031, in Duchenne Muscular Dystrophy. In September 2010, Shire made a nonrefundable, up-front license payment to the Company of $45.0 million . In accordance with the Company's revenue recognition policy prior to the adoption of ASU 2009-13, the up-front license payment of $45.0 million was deferred, and will be recognized as revenue ratably over three years, which represented the original period over which the Company expected to perform and deliver research and development and manufacturing services. On February 8, 2011, the FDA placed ACE-031 on clinical hold. The Company re-assessed the duration of its deliverables under the license agreement and estimated the new term to be approximately five years. The adjustment was treated as a change in accounting estimate with the remaining deferred revenue of $38.8 million at February 8, 2011, recognized prospectively over the new period of research and development and manufacturing services. In April 2013, the Company and Shire determined not to further pursue development of ACE-031 and Shire sent the Company a notice of termination for the ACE-031 collaboration. The collaboration terminated effective June 30, 2013. Upon the effectiveness of the termination of the Shire Agreement in the second quarter of 2013, the Company accelerated the recognition of $22.4 million of remaining deferred revenue from upfront non-refundable payments received under the Shire Agreement as it had no further obligation for deliverables under the Shire Agreement. During the year ended December 31, 2013 , the Company recognized $24.3 million of the up-front, non-refundable payments as license and milestone revenue in the accompanying consolidated statements of operations and comprehensive loss. No amounts were recognized subsequent to the June 30, 2013 termination. The agreement also included contingent milestone payments, based on the achievement of development milestones totaling $223.8 million and commercial milestones of $228.8 million for ActRIIB compounds. The milestones under the Shire Agreement were deemed to be substantive and consistent with the definition of a milestone included in ASU 2010-17 and, accordingly, the Company recognized payments related to the achievement of such milestones, if any, when such milestone was achieved. Factors considered in this determination included scientific and regulatory risks that must be overcome to achieve the milestones, the level of effort and investment required to achieve each milestone, and the monetary value attributed to each milestone. Pursuant to the terms of the agreement, Shire and the Company shared development costs, with Shire responsible for 65% of the costs for ACE-031 and 55% of the costs for licensed compounds other than ACE-031. Payments from Shire with respect to research and development costs incurred by the Company are recorded as cost-sharing revenue. Payments by the Company to Shire for research and development costs incurred by Shire are recorded as a reduction to cost-sharing revenue. During the year ended December 31, 2013 , the Company recorded net cost-sharing revenue of $0.6 million , which includes payments to Shire of $0.2 million , which are recorded as contra-revenue in the accompanying consolidated statements of operations and comprehensive loss. No amounts we recognized subsequent to the June 30, 2013 termination. Other In 2004, the Company entered into a license agreement with a non-profit institution for an exclusive, sublicensable, worldwide, royalty-bearing license to certain patents developed by the institution (Primary Licensed Products). In addition, the Company was granted a non-exclusive, non-sub-licensable license for Secondary Licensed Products. As compensation for the licenses, the Company issued 62,500 shares of its common stock to the institution, the fair value of which was $25,000 , and was expensed during 2004, to research and development expense. The Company also agreed to pay specified development milestone payments totaling up to $2.0 million for sotatercept and $0.7 million for luspatercept. In addition, the Company is obligated to pay milestone fees based on the Company's research and development progress, and U.S. sublicensing revenue ranging from 10% - 25% , as well as a royalty ranging from 1.0% - 3.5% of net sales on any products developed under the licenses. During the years ended December 31, 2015 , 2014 and 2013 , the Company paid and expensed milestones and fees defined under the agreement totaling $0.1 million , $0.1 million and $0.5 million , respectively, which is recorded as research and development expense. In 2004, the Company entered into another license agreement with certain individuals for an exclusive, sublicensable, worldwide, royalty-bearing license to certain patents developed by the individuals. The Company agreed to pay specified development and sales milestone payments aggregating up to $1.0 million relating to the development and commercialization of dalantercept. In addition, the Company is required to pay royalties in the low single-digits on worldwide net product sales of dalantercept, with royalty obligations continuing at a 50% reduced rate for a period of time after patent expiration. If the Company sublicenses its patent rights, it will owe a percentage of sublicensing revenue, excluding payments based on the level of sales, profits or other levels of commercialization. During the years ended December 31, 2015 , 2014 and 2013 , the Company did not reach any milestones defined under the agreement and, therefore, no amounts have been paid or expensed. During 2012, the Company executed a license agreement with a research institution for an exclusive, sublicensable, worldwide, royalty-bearing license. The Company is obligated to pay development milestones and commercial milestone fees totaling up to $1.0 million . Under the agreement, if the Company uses the inventors in the clinical research, the development milestones are waived and commercial milestones shall change to $0.8 million plus any waived milestones. The Company will also pay $25,000 annually upon first commercial sale as well as royalties of 1.5% of net sales on any products developed under the patents. During the years ended December 31, 2015 , 2014 and 2013 , paid and expensed milestones and fees defined under the agreement totaling $0.0 million , zero and zero , respectively, which is recorded as research and development expense. In May 2014, the Company executed a collaboration agreement with a research technology company. The Company paid an upfront and research fee of $0.3 million upon execution of the agreement and the Company is obligated to pay additional research fees of approximately $0.6 million over approximately the next year, depending on the success of the research program. The Company also received an option to obtain a commercial license to the molecules developed during the collaboration. During the year ended December 31, 2015 and December 31, 2014 the Company expensed milestones and fees of $1.4 million and $0.6 million , which is recorded as research and development expense. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation At December 31, 2015 , the Company had two stock-based compensations plans, which are more fully described below. The Company's 2003 Stock Option and Restricted Stock Plan (the 2003 Plan) provides for the issuance of stock options, restricted stock awards, and restricted stock to employees, officers, directors, consultants and key personnel of the Company as determined by the Board. In conjunction with the effectiveness of the 2013 Equity Incentive Plan (the 2013 Plan) described below, the Company determined that no further stock options or other equity-based awards may be granted under the 2003 Plan. On September 4, 2013, the Board and stockholders approved the adoption of the 2013 Equity Incentive Plan (the 2013 Plan). The Company has reserved for issuance an aggregate of 1,500,000 shares of common stock under the 2013 Plan which is comprised of (i) the remaining 155,884 shares reserved for issuance under the 2003 Plan and (ii) an additional 1,344,116 shares. The 2013 Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning in 2014, by the lesser of (i) 3,150,000 shares, or (ii) 4% of the outstanding number of shares of the Company's common stock on the immediately preceding December 31st. This number is subject to adjustment in the event of a stock split, stock dividend or other change in the Company's capitalization. The number of options available for future grant was 1,889,730 at December 31, 2015 . The Company has not granted unrestricted stock awards under the 2003 Plan or the 2013 Plan since its inception. Stock options carry an exercise price equal to the estimated fair value of the Company's common stock on the date of grant. Options generally expire 10 years following the date of grant. Stock options and restricted stock awards typically vest over 4 years , but vesting provisions can vary based on the discretion of the Board. Shares of the Company's common stock underlying any awards that are forfeited, canceled, withheld upon exercise of an option, or settlement of an award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of shares of the Company's common stock, or otherwise terminated other than by exercise will be added back to the shares of common stock available for issuance under the 2013 Plan. Shares available for issuance under the 2013 Plan may be authorized but unissued shares of the Company's common stock or shares of the Company's common stock that have been reacquired by the Company. Additionally, on September 4, 2013, the Board and stockholders approved the adoption of the 2013 Employee Stock Purchase Plan (the 2013 ESPP). Under the 2013 ESPP, 275,000 shares of the Company's common stock will be available for issuance to eligible employees. The per-share purchase price at the end of each offering period is equal to 85% of the closing price of one share of the Company’s common stock at the beginning or end of the offering period, whichever is lower, subject to Internal Revenue Service limits. The 2013 ESPP will terminate on September 4, 2023, the tenth anniversary of the initial adoption of the plan. The Board determined the initial offering period commenced on September 16, 2014 and the initial purchase will occur on the 6 month anniversary. The Company recorded $0.3 million , $0.1 million and zero of stock-based compensation expense during years ended December 31, 2015 , 2014 and 2013 , respectively. The Company recognized stock-based compensation expense under the various Plans totaling $12.1 million , $4.8 million and $2.2 million during the years ended December 31, 2015 , 2014 and 2013 , respectively. Total compensation cost recognized for all stock-based compensation awards in the consolidated statements of operations and comprehensive loss is as follows (in thousands): Year Ended December 31, 2015 2014 2013 Research and development $ 4,852 $ 2,065 $ 659 General and administrative 7,223 2,713 1,537 $ 12,075 $ 4,778 $ 2,196 The fair value of each option issued to employees was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: Year Ended December 31, 2015 2014 2013 Expected volatility 67.0 % 70.9 % 71.5 % Expected term (in years) 6.0 6.0 6.0 Risk-free interest rate 1.67 % 1.82 % 1.85 % Expected dividend yield — % — % — % Given the absence of an active market for the Company’s common stock prior to the completion of the Company’s initial public offering (IPO) on September 19, 2013, the Board, the members of which the Company believes have extensive business, finance, and venture capital experience, were required to estimate the fair value of the Company’s common stock at the time of each option grant. The Board considered numerous objective and subjective factors in determining the value of the Company’s common stock at each option grant date, including the following factors: (1) prices for the Company’s preferred stock, which the Company had sold to outside investors in arm’s-length transactions, and the rights, preferences, and privileges of the Company’s preferred stock and common stock; (2) valuations performed by an independent valuation specialist; (3) the Company’s stage of development and revenue growth; (4) the fact that the option grants involved illiquid securities in a private company; and (5) the likelihood of achieving a liquidity event for the shares of common stock underlying the options, such as an initial public offering or sale of the Company, given prevailing market conditions. The Company believes this to have been a reasonable methodology based upon the Company’s internal peer company analyses, and based on several arm’s-length transactions involving the Company’s preferred stock, supportive of the results produced by this valuation methodology. Prior to the Company’s common stock being actively traded, the determination of fair value involved assumptions, judgments and estimates. If different assumptions were made, stock-based compensation expense, net loss and consolidated net loss per share could have been significantly different. The fair value of each option grant issued under the Company’s stock-based compensation plans was estimated using the Black-Scholes option-pricing model. As there was no public market for its common stock prior to September 19, 2013, the effective date of the Company’s IPO, and as the trading history of the Company’s common stock was limited through December 31, 2014, the Company determined the volatility for options granted based on an analysis of reported data for a peer group of companies that issued options with substantially similar terms. The expected volatility of options granted has been determined using an average of the historical volatility measures of this peer group of companies. During 2015 we began to estimate our volatility by using a blend of our stock price history, for the length of time we have market data for our stock and the historical volatility of similar public companies for the expected term of each grant. The expected life of options has been determined utilizing the “simplified method”. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the stock options. The Company has not paid, and does not anticipate paying, cash dividends on its common stock; therefore, the expected dividend yield is assumed to be zero . In addition, based on an analysis of the historical actual forfeitures, the Company applied an estimated forfeiture rate of approximately 4% for each of the years ended December 31, 2015 , 2014 and 2013 , respectively, in determining the expense recorded in the accompanying consolidated statements of operations and comprehensive loss. Stock Option Activity The following table summarizes the stock option activity under the Company's stock option plans during the year ended December 31, 2015 (in thousands, except per share amounts and years): Number Weighted- Weighted- (in years) Aggregate Outstanding at December 31, 2014 3,230 $ 9.77 Granted 870 $ 40.01 Exercised (837 ) $ 4.73 Canceled or forfeited (72 ) $ 31.72 Outstanding at December 31, 2015 3,191 $ 18.85 6.31 $ 95,479,304 Exercisable at December 31, 2015 1,997 $ 10.79 4.98 $ 75,853,297 Vested and expected to vest at December 31, 2015(2) 3,135 $ 18.56 6.26 $ 94,709,640 ______________________________________________________ (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the estimated fair value of the common stock for the options that were in the money at December 31, 2015 and 2014 . (2) This represents the number of vested options at December 31, 2015 , plus the number of unvested options expected to vest at December 31, 2015 , based on the unvested options outstanding at December 31, 2015 , adjusted for the estimated forfeiture rate. During the years ended December 31, 2015 , 2014 and 2013 , the Company granted stock options to purchase an aggregate of 870,526 , 203,550 and 552,750 shares of its common stock, respectively, with weighted-average grant date fair values of options granted of $24.29 , $24.39 and $15.27 , respectively. During the years ended December 31, 2015 , 2014 and 2013 , current and former employees of the Company exercised a total of 837,361 , 853,507 and 292,802 options and options, respectively, resulting in total proceeds of $4.0 million , $3.2 million and $0.7 million , respectively. The aggregate intrinsic value of options exercised during the years ended December 31, 2015 , 2014 and 2013 , under the Company's stock option plans, was $25.2 million , $26.3 million and $7.0 million , respectively, calculated as the difference between the exercise price of the underlying options and the estimated fair value of the common stock for the options on the respective date of exercise. As of December 31, 2015 , there was $19.5 million of unrecognized compensation expense that is expected to be recognized over a weighted-average period of 2.31 years. Restricted Stock Units The following table summarizes the restricted stock unit (RSU) activity under the 2013 Plan during the year ended December 31, 2015 : Number Weighted- Unvested balance at December 31, 2014 — $ — Granted 527 $ 31.67 Vested — $ — Forfeited (6 ) $ 41.20 Unvested balance at December 31, 2015 521 $ 31.57 During the year ended December 31 2015 the Company issued 62,650 restricted stock units, or RSUs, to certain employees. These RSUs are subject to time-based vesting. At December 31, 2015, there was approximately $1.7 million of unrecognized compensation cost related to the time-based RSUs, which the Company expects to recognize over a remaining weighted-average period of 2.39 years. 57,150 restricted stock units remained unvested and outstanding at December 31, 2015. In September 2015, the Company issued 464,000 performance-based RSUs to certain employees. The vesting of these performance-based RSUs is accelerated upon the occurrence of certain milestone events, but otherwise these RSUs vest four years from grant date. As a result, when deemed probable, compensation cost is recognized over the estimated period of achievement. If achievement is not considered probable the expense is recognized over the four year vesting period. At December 31, 2015, there was approximately $12.4 million of unrecognized compensation cost related to the time-based RSUs, which the Company expects to recognize over a remaining weighted-average period of 2.83 years. All 464,000 of these performance-based RSUs remained outstanding at December 31, 2015. |
401(k) Savings Plan
401(k) Savings Plan | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
401(k) Savings Plan | 401(k) Savings Plan In 2004, the Company established a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code (the 401(k) Plan). The 401(k) Plan covers all employees who meet defined minimum age and service requirements, and allows participants to defer a portion of their annual compensation on a pretax basis. For the years 2015 and 2014 the Board approved matching contributions of up to $5,000 and $2,500 respectively, per eligible participant pursuant to the 401(k) Savings Plan’s matching formula. All matching contributions and participant contributions vest immediately. Contributions totaled $0.3 million and $0.2 million for the year ended December 31, 2015 and 2014 have been recorded in the consolidated statement of operations and comprehensive loss. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company provides for income taxes under ASC 740. Under ASC 740, the liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. For the years ended December 31, 2015 , 2014 and 2013 , the Company did not record a current or deferred income tax expense or benefit. The Company's loss before income taxes was $(63.9) million , $(51.3) million and $(21.9) million for the years ended December 31, 2015 , 2014 and 2013 , respectively, and was generated entirely in the United States. Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The significant components of the Company's deferred tax assets are comprised of the following (in thousands): Year Ended December 31, 2015 2014 Deferred tax assets: U.S. and state net operating loss carryforwards $ 90,732 $ 75,334 Research and development credits 7,864 6,704 Deferred revenue 1,883 2,348 Accruals and other temporary differences 9,319 5,416 Total deferred tax assets 109,798 89,802 Less valuation allowance (109,798 ) (89,802 ) Net deferred tax assets $ — $ — The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. Based on the Company's history of operating losses, the Company has concluded that it is more likely than not that the benefit of its deferred tax assets will not be realized. Accordingly, the Company has provided a full valuation allowance for deferred tax assets as of December 31, 2015 and 2014 . The valuation allowance increased by $20.0 million during the year ended December 31, 2015 , due primarily to the generation of net operating losses during the period. A reconciliation of income tax expense computed at the statutory federal income tax rate to income taxes as reflected in the consolidated financial statements is as follows: Year Ended December 31, 2015 2014 2013 Federal income tax expense at statutory rate 34.0 % 34.0 % 34.0 % State income tax, net of federal benefit 4.6 % 4.1 % (1.5 )% Permanent differences (8.3 )% 2.0 % (43.1 )% Research and development credit 1.2 % 1.6 % 0.7 % Other — % 4.6 % — % Change in valuation allowance (31.5 )% (46.3 )% 9.9 % Effective income tax rate — % — % — % As of December 31, 2015 and 2014 , the Company had U.S. federal net operating loss carryforwards of $276.1 million and $211.2 million , respectively, which may be available to offset future income tax liabilities and expire at various dates through 2035 . As of December 31, 2015 and 2014 , the Company also had U.S. state net operating loss carryforwards of $229.8 million and $165.0 million , respectively, which may be available to offset future income tax liabilities and expire at various dates through 2035 . Included in the federal and state net operating loss carryforwards are approximately $38.9 million and $13.2 million , respectively, of deductions related to the exercise of stock options which represent an excess tax benefit which will be realized when it results in the reduction of cash income tax in accordance with ASC 718. As of December 31, 2015 and 2014 , the Company had federal research and development tax credit carryforwards of $5.5 million and $4.8 million , respectively, available to reduce future tax liabilities which expire at various dates through 2035 . As of December 31, 2015 and 2014 , the Company had state research and development tax credit carryforwards of approximately $3.5 million and $2.9 million , respectively, available to reduce future tax liabilities which expire at various dates through 2030 . Under the provisions of the Internal Revenue Code, the net operating loss and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Net operating loss and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three‑year period in excess of 50 percent, as defined under Sections 382 and 383 of the Internal Revenue Code, respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has completed several financings since its inception which may have resulted in a change in control as defined by Sections 382 and 383 of the Internal Revenue Code, or could result in a change in control in the future. Through June 2014, the Company completed an assessment to determine whether there may have been a Section 382 ownership change and determined that it is more-likely-than-not that the Company’s net operating and tax credit amounts as disclosed are not subject to any material Section 382 limitations. The Company will recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2015 and 2014 , the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company's consolidated statements of operations and comprehensive loss. For all years through December 31, 2015 , the Company generated research credits but has not conducted a study to document the qualified activities. This study may result in an adjustment to the Company’s research and development credit carryforwards; however, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position for the years ended December 31, 2015 and 2014 . A full valuation allowance has been provided against the Company’s research and development credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the deferred tax asset established for the research and development credit carryforwards and the valuation allowance. The Company files income tax returns in the United States, and various state jurisdictions. The federal and state income tax returns are generally subject to tax examinations for the tax years ended December 31, 2012 through December 31, 2015 . To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service, state or foreign tax authorities to the extent utilized in a future period. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt On June 7, 2012, the Company entered into a loan and security agreement (the Loan Agreement) with three lenders, pursuant to which the Company received a loan in the aggregate principal amount of $20.0 million . The Company was required to repay the aggregate principal balance under the Loan Agreement in 42 months . The first 12 payments were interest only and the remaining 30 payments were equal monthly installments of principal plus interest. The Loan Agreement provided that the interest only period could be extended under certain circumstances. The Company did not trigger the requirements and began paying principal in July 2013. Per annum interest was payable at the 8.5% . The Loan Agreement also included a closing fee of $0.2 million . The Company amortized the cost over the 42 months of loan. The Loan Agreement was also subject to an additional deferred payment of $1.2 million due with the final payment. The Company recorded the deferred payment to interest expense over the term of the Loan Agreement. The resulting effective interest rate was approximately 11.8% . The Loan Agreement was secured by a lien on all of the Company's personal property as of, or acquired after, the date of the Loan Agreement, except for intellectual property. On March 12, 2014, the Company repaid the outstanding balance of the Loan Agreement. At the time of repayment the Company recognized interest expense related to the remaining $0.6 million of the $1.2 million deferred payment due with the final payment. The Company also recognized $0.3 million in prepayment fees as additional expense |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Celgene Corporation (Celgene) In connection with its entry into the collaboration agreement with Celgene, on February 2008, the Company sold Celgene 457,875 shares of its Series C-1 Preferred Stock. As part of the Company's June 2010 Series E financing, Celgene purchased 36,496 shares of Series E Preferred Stock and received warrants to purchase 38,979 shares of common stock. As part of the Company's December 2011 Series F financing, Celgene purchased 1,990,446 shares of Series F Preferred Stock. In connection with the Company's IPO, Celgene purchased 666,667 shares of common stock. In connection with the Company's January 2014 public offering, Celgene purchased 300,000 shares of common stock. In May 2014, Celgene purchased 1,100,000 shares of common stock from five current shareholders of the Company. As a result of these transactions, Celgene owned 12.3% and 12.8% of the Company's fully diluted equity as of December 31, 2015 and 2014 , respectively. Refer to Note 10 for additional information regarding this collaboration agreement. During the years ended December 31, 2015 , 2014 and 2013 , the Company recognized $18.1 million , $14.6 million and $32.3 million , respectively, in collaboration revenue under the Celgene collaboration arrangement. As of December 31, 2015 and 2014 , the Company had $4.8 million and $6.0 million , respectively, of deferred revenue related to the Celgene collaboration arrangement. The Company recognized revenue from Celgene during the years ended December 31, 2015 , 2014 and 2013 as follows (in thousands): Year Ended December 31, 2015 2014 2013 License and milestone $ 1,184 $ 1,673 $ 19,626 Cost sharing, net 16,913 12,959 12,658 $ 18,097 $ 14,632 $ 32,284 Related-Party Receivable On January 28, 2008, the Company issued a secured promissory note (the Note Receivable) in the amount of $0.2 million to the current chief executive officer of the Company (the CEO). The Note Receivable bore interest at an annual interest rate of 3.11% and was initially repayable on the earlier of January 28, 2011, or the date prior to the date that the Company files a registration statement with the SEC, covering shares of its common stock. The Note Receivable was secured by shares of the Company's common stock owned by the CEO. On December 22, 2010, the term was extended until January 28, 2014, or the date prior to the date that the Company files a registration statement with the SEC covering shares of its common stock. In November 2012, the Company further modified the terms of the Note Receivable, such that in the event that an acquisition event occurs or the Company files a registration statement with the SEC on or before the maturity date, the unpaid principal and interest will be forgiven. As a result of the Company's filing of a registration statement with the SEC on August 6, 2013 which triggered the forgiveness of the Note Receivable, the Company expensed the unpaid principal and interest expense totaling $0.2 million as compensation expense during the year ended December 31, 2013. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure: On January 11, 2016, the Company completed its underwritten public offering of 3,750,000 shares of common stock at a public offering price of $40.00 per share. The aggregate net proceeds received by the Company, after underwriting discounts and commissions and other estimated offering expenses, were approximately $140.4 million . |
Quarterly Financial Data (unaud
Quarterly Financial Data (unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (unaudited) | Quarterly Financial Data (unaudited) The following table presents certain unaudited quarterly financial information for the eight quarters in the period ended December 31, 2015 . This information has been prepared on the same basis as the audited financial statements and includes all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the unaudited quarterly results of operations set forth herein. For the Three Months Ended(1) March 31 June 30 September 30 December 31 (in thousands except per share data) 2015 Total revenue $ 4,420 $ 5,717 $ 4,155 $ 3,804 Total costs and expenses 19,479 18,811 18,768 21,919 Loss from operations (15,059 ) (13,094 ) (14,613 ) (18,115 ) Net loss (14,574 ) (10,383 ) (11,858 ) (27,082 ) Basic net loss per share* $ (0.45 ) $ (0.32 ) $ (0.36 ) $ (0.81 ) Diluted net loss per share* $ (0.45 ) $ (0.32 ) $ (0.36 ) $ (0.81 ) 2014 Total revenue $ 3,307 $ 4,078 $ 3,508 $ 3,739 Total costs and expenses 15,515 21,389 14,899 18,293 Loss from operations (12,208 ) (17,311 ) (11,391 ) (14,554 ) Net loss (9,120 ) (16,550 ) (7,972 ) (17,617 ) Basic net loss per share* $ (0.30 ) $ (0.52 ) $ (0.25 ) $ (0.55 ) Diluted net loss per share* $ (0.30 ) $ (0.52 ) $ (0.25 ) $ (0.55 ) ______________________________________________________ (1) The amounts were computed independently for each quarter, and the sum of the quarters may not total the annual amounts. * Applicable to common stockholders |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include those of the Company and its wholly-owned subsidiary, Acceleron Securities Corp. All significant intercompany balances and transactions have been eliminated in consolidation. |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts expensed during the reporting period. Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these consolidated financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including: expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. This process may result in actual results differing materially from those estimated amounts used in the preparation of the consolidated financial statements if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made. In preparing these consolidated financial statements, management used significant estimates in the following areas, among others: revenue recognition, stock-based compensation expense, the determination of the fair value of stock-based awards, the fair value of liability-classified warrants, accrued expenses, and the recoverability of the Company's net deferred tax assets and related valuation allowance. The Company utilized significant estimates and assumptions in determining the fair value of its common stock, prior to the completion of its initial public offering (IPO). The Company's board of directors (the Board) determined the estimated fair value of the Company's common stock based on a number of objective and subjective factors, including external market conditions affecting the biotechnology industry sector and the prices at which the Company sold shares of redeemable convertible preferred stock, the superior rights and preferences of securities senior to the Company's common stock at the time, and the likelihood of achieving a liquidity event, such as an IPO or sale of the Company. |
Collaboration Receivable | Collaboration Receivable Credit is extended to customers based upon an evaluation of the customer's financial condition. Collaboration receivables are recorded at net realizable value. The Company does not charge interest on past due balances. Collaboration receivables are determined to be past due when the payment due date is exceeded. The Company utilizes a specific identification accounts receivable reserve methodology based on a review of outstanding balances and previous activities to determine the allowance for doubtful accounts. The Company charges off uncollectible receivables at the time the Company determines the receivable is no longer collectible. |
Segment Information | Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision making group, in making decisions on how to allocate resources and assess performance. The Company's chief operating decision maker is the chief executive officer. The Company and the chief executive officer view the Company's operations and manage its business as one operating segment, which is the discovery, development and commercialization of novel protein therapeutics for cancer and rare diseases. All material long-lived assets of the Company reside in the United States. The Company does use contract research organizations (CROs) and research institutions located outside the United States. Some of these expenses are subject to collaboration reimbursement which is presented as a component of cost sharing, net in the consolidated statements of operations and comprehensive loss. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with original maturities of 90 days or less at acquisition to be cash equivalents. Cash and cash equivalents include cash held in banks and amounts held in interest-bearing money market accounts. Cash equivalents are carried at cost, which approximates their fair market value. |
Concentrations of Credit Risk and Off-Balance Sheet Risk | Concentrations of Credit Risk and Off-Balance Sheet Risk The Company has no off-balance sheet risk, such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash, cash equivalents, restricted cash and collaboration receivables. The Company maintains its cash and cash equivalent balances in the form of money market accounts with financial institutions that management believes are creditworthy. The Company's investment policy includes guidelines on the quality of the institutions and financial instruments and defines allowable investments that the Company believes minimizes the exposure to concentrations of credit risk. The Company routinely assesses the creditworthiness of its customers and collaboration partners. The Company has not experienced any material losses related to receivables from individual customers and collaboration partners, or groups of customers. The Company does not require collateral. Due to these factors, no additional credit risk beyond amounts provided for collection losses is believed by management to be probable in the Company's collaboration receivables. |
Disclosure of Fair Value of Financial Instruments | Disclosure of Fair Value of Financial Instruments The carrying amounts of the Company's financial instruments, which include cash, cash equivalents, certificates of deposit, collaboration receivables, accounts payable, and accrued expenses, approximated their fair values at December 31, 2015 or 2014 due to the short-term nature of these instruments. See discussion below on the determination of the fair value of the Company's preferred and common stock warrants. The Company has evaluated the estimated fair value of financial instruments using available market information and management's estimates. The use of different market assumptions and/or estimation methodologies could have a significant effect on the estimated fair value amounts. |
Fair Value Measurements | Fair Value Measurements ASC Topic 820, Fair Value Measurement (ASC 820), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company's own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following: • Level 1—Quoted market prices in active markets for identical assets or liabilities. • Level 2—Inputs other than Level 1 inputs that are either directly or indirectly observable, such as quoted market prices, interest rates, and yield curves. • Level 3—Unobservable inputs developed using estimates of assumptions developed by the Company, which reflect those that a market participant would use. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Items measured at fair value on a recurring basis include warrants to purchase redeemable convertible preferred stock, which were outstanding until the closing of the IPO, and warrants to purchase common stock (Note 7). During the periods presented, the Company has not changed the manner in which it values assets and liabilities that are measured at fair value using Level 3 inputs. The following tables set forth the Company's financial instruments carried at fair value using the lowest level of input applicable to each financial instrument as of December 31, 2015 and 2014 and (in thousands): December 31, 2015 Quoted Prices Significant Other Significant Total Assets: Money market funds $ 24,811 $ — $ — $ 24,811 Corporate obligations — 67,706 — 67,706 U.S. Treasury securities — 10,991 — 10,991 Certificates of deposit — 16,776 — 16,776 Mortgage and other asset backed securities — 13,228 — 13,228 Restricted cash 796 — — 796 Total assets $ 25,607 $ 108,701 $ — $ 134,308 Liabilities: Warrants to purchase common stock $ — $ — $ 17,187 $ 17,187 Total liabilities $ — $ — $ 17,187 17,187 December 31, 2014 Quoted Prices Significant Other Significant Total Assets: Money market funds $ 169,679 $ — $ — $ 169,679 Restricted cash 902 — — 902 Total assets $ 170,581 $ — $ — $ 170,581 Liabilities: Warrants to purchase common stock $ — $ — $ 14,124 $ 14,124 Total liabilities $ — $ — $ 14,124 $ 14,124 The following table sets forth a summary of changes in the fair value of the Company's preferred and common stock warrant liabilities, which represent a recurring measurement that is classified within Level 3 of the fair value hierarchy, wherein fair value is estimated using significant unobservable inputs (in thousands): Year Ended December 31, 2015 2014 Beginning balance $ 14,124 $ 30,753 Change in fair value 3,528 (5,037 ) Exercises (465 ) (11,592 ) Repurchases — — Conversions — — Ending balance $ 17,187 $ 14,124 The money market funds noted above are included in cash and cash equivalents in the accompanying consolidated balance sheets. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the hierarchy during the years ended December 31, 2015 and 2014 . The fair value of the warrants to purchase common stock on the date of issuance and on each re-measurement date for those warrants to purchase common stock classified as liabilities was estimated using either the Monte Carlo simulation framework, which incorporates future financing events over the remaining life of the warrants to purchase common stock, or for certain re-measurement dates including December 31, 2015 and 2014, due to the warrants being deeply in the money, the Black-Scholes option pricing model was used. The Black-Scholes method of valuation involves using inputs such as the fair value of the Company's stock, stock price volatility, the contractual term of the warrants, risk free interest rates, and dividend yields. At each reporting period the company evaluates the best valuation methodology. Due to the nature of these inputs, the valuation of the warrants is considered a Level 3 measurement. See Note 7 for further discussions of the accounting for the warrants, as well as for a summary of the significant inputs and assumptions used to determine the fair value of the warrants. The Company measures eligible assets and liabilities at fair value, with changes in value recognized in earnings. Fair value treatment may be elected either upon initial recognition of an eligible asset or liability or, for an existing asset or liability, if an event triggers a new basis of accounting. The Company did not elect to remeasure any of its existing financial assets or liabilities, and did not elect the fair value option for any financial assets and liabilities transacted in the years ended December 31, 2015 or 2014 . |
Property and Equipment | Property and Equipment Property and equipment is stated at cost. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred. Upon disposal, retirement or sale the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the results of operations. Depreciation and amortization is calculated using the straight-line method over the estimated useful lives of the assets, which are as follows: Asset Estimated Useful Life Computer equipment and software 3 years Office and laboratory equipment 3 years Leasehold improvements Shorter of the useful life or remaining lease term The Company reviews long-lived assets when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparison of the book values of the assets to future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book value of the assets exceed their fair value, which is measured based on the projected discounted future net cash flows arising from the assets. |
Revenue Recognition | Revenue Recognition The company has primarily generated revenue through collaboration, license and research arrangements with collaboration partners for the development and commercialization of therapeutic candidates. The Company recognizes revenue in accordance with FASB ASC Topic 605, Revenue Recognition . Accordingly, revenue is recognized for each unit of accounting when all of the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the Company's consolidated balance sheets. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, current portion. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, net of current portion. Multiple Element Revenue Arrangements The Company enters into collaboration agreements from time to time, which are more fully described in Note 10. The arrangements generally contain multiple elements or deliverables, which may include (1) licenses, or options to obtain licenses, to the Company's technology, (2) research and development activities performed for the collaboration partner, (3) participation on Joint Development Committees, and (4) manufacturing clinical or preclinical material. Payments pursuant to these arrangements typically include non-refundable, up-front payments, milestone payments upon achieving significant development events, research and development reimbursements, sales milestones, and royalties on future product sales. Effective January 1, 2011, the Company adopted ASU No. 2009-13, Multiple-Deliverable Revenue Arrangements (ASU 2009-13), which amends ASC Topic 605-25, Revenue Recognition—Multiple Element Arrangements (ASC 605-25). The Company applies this guidance to new arrangements as well as existing agreements that are significantly modified after January 1, 2011. For agreements that are significantly modified, the Company determines the estimated selling price for the remaining undelivered elements as of the date of the material modification and allocates arrangement consideration based upon the estimated selling price to the undelivered elements. The application of the multiple element guidance requires subjective determinations, and requires management to make judgments about the individual deliverables, and whether such deliverables are separable from the other aspects of the contractual relationship. Deliverables are considered separate units of accounting provided that: (1) the delivered item(s) has value to the customer on a stand-alone basis and (2) if the arrangement includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in the control of the Company. In determining the units of accounting, management evaluates certain criteria, including whether the deliverables have stand-alone value, based on the consideration of the relevant facts and circumstances for each arrangement, such as the research, manufacturing and commercialization capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace. In addition, the Company considers whether the collaboration partner can use the other deliverable(s) for their intended purpose without the receipt of the remaining element(s), whether the value of the deliverable is dependent on the undelivered item(s) and whether there are other vendors that can provide the undelivered element(s). Arrangement consideration that is fixed or determinable is allocated among the separate units of accounting using the relative selling price method, and the applicable revenue recognition criteria, as described above, are applied to each of the separate units of accounting in determining the appropriate period or pattern of recognition. The Company determines the estimated selling price for deliverables within each agreement using vendor-specific objective evidence (VSOE) of selling price, if available, third-party evidence (TPE) of selling price if VSOE is not available, or management's best estimate of selling price (BESP) if neither VSOE nor TPE is available. Subsequent to the adoption of ASU 2009-13, the Company typically uses BESP to estimate the selling price of the deliverables. Determining the BESP for a unit of accounting requires significant judgment. In developing the BESP for a unit of accounting, the Company considers applicable market conditions and relevant entity-specific factors, including factors that were contemplated in negotiating the agreement with the customer and estimated costs. The Company validates the BESP for units of accounting by evaluating whether changes in the key assumptions used to determine the BESP will have a significant effect on the allocation of arrangement consideration between multiple units of accounting. The Company typically receives up-front, non-refundable payments when licensing its intellectual property in conjunction with a collaboration agreement. When management believes the license to its intellectual property does not have stand-alone value from the other deliverables to be provided in the arrangement, the Company generally recognizes revenue attributed to the license on a straight-line basis over the contractual or estimated performance period, which is typically the term of the Company's research and development or manufacturing obligations. The Company continually evaluates these periods, and will adjust the period of revenue recognition if circumstances change. When management believes the license to its intellectual property has stand-alone value, the Company generally recognizes revenue attributed to the license upon delivery. Research and development funding is recognized as revenue in the period that the related services are performed. When the Company acts as the principal under its collaboration agreements, it records payments received for the reimbursement of research and development costs as cost-sharing revenue in the consolidated statements of operations and comprehensive loss. To the extent that the Company reimburses the collaborator for costs incurred, the Company records these costs as a reduction of cost-sharing revenue. The Company's agreements may contain options which provide the collaboration partner the right to obtain additional licenses. Options are considered substantive if, at the inception of the arrangement, the Company is at risk as to whether the collaboration partner will choose to exercise the option. Factors considered in evaluating whether an option is substantive include the overall objective of the arrangement, the benefit the collaborator might obtain from the arrangement without exercising the option, the cost to exercise the option and the likelihood that the option will be exercised. For arrangements under which an option is considered substantive, the Company does not consider the item underlying the option to be a deliverable at the inception of the arrangement and the associated option fees are not included in allocable arrangement consideration, assuming the option is not priced at a significant and incremental discount. Conversely, for arrangements under which an option is not considered substantive or if an option is priced at a significant and incremental discount, the Company would consider the item underlying the option to be a deliverable at the inception of the arrangement and a corresponding amount would be included in allocable arrangement consideration. Effective January 1, 2011, the Company adopted ASU No. 2010-17, Revenue Recognition—Milestone Method (ASU 2010-17). At the inception of each arrangement that includes milestone payments, the Company evaluates, with respect to each milestone, whether the milestone is substantive and at-risk. This evaluation includes an assessment of whether (a) the consideration is commensurate with either (1) the entity's performance to achieve the milestone, or (2) the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting at least in part from the entity's performance to achieve the milestone, (b) the consideration relates solely to past performance, and (c) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. The Company evaluates factors such as the scientific, regulatory, commercial, and other risks that must be overcome to achieve the respective milestone, the level of effort and investment required to achieve the respective milestone, and whether the milestone consideration is reasonable relative to all deliverables and payment terms in the arrangement in making this assessment. On the milestone achievement date, assuming all other revenue recognition criteria are met and the milestone is deemed substantive and at-risk, the Company recognizes the payment as license and milestone revenue. For milestones that are not deemed substantive and at-risk, where payment is reasonably assured, the Company recognizes the milestone payment over the remaining service period. Sales and commercial milestones and royalties will be recognized when and if earned, provided collectability is reasonably assured. |
Research and Development Expenses | Research and Development Expenses Research and development costs are charged to expense as costs are incurred in performing research and development activities. Research and development costs include all direct costs, including salaries, stock compensation and benefits for research and development personnel, outside consultants, costs of clinical trials, sponsored research, clinical trials insurance, other outside costs, depreciation and facility costs related to the development of drug candidates. The Company records up-front, non-refundable payments made to outside vendors, or other payments made in advance of services performed or goods being delivered, as prepaid expenses, which are expensed as services are performed or the goods are delivered. Certain research and development projects are, or have been, partially funded by collaboration agreements, and the expenses related to these activities are included in research and development costs. The Company records the related reimbursement of research and development costs under these agreements as revenue, as more fully described above and in Note 10. |
Stock-Based Compensation | Stock-Based Compensation At December 31, 2015 , the Company had two stock-based compensation plans, which are more fully described in Note 11. The Company accounts for stock-based compensation in accordance with the provisions of ASC Topic 718, Compensation—Stock Compensation (ASC 718), which requires the recognition of expense related to the fair value of stock-based compensation awards in the consolidated statements of operations and comprehensive loss. For stock options issued to employees and members of the Board for their services on the Board, the Company estimates the grant date fair value of each option using the Black-Scholes option-pricing model. The use of the Black-Scholes option-pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. For awards subject to service-based vesting conditions, the Company recognizes stock-based compensation expense, net of estimated forfeitures, equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. For awards subject to both performance and service-based vesting conditions, the Company recognizes stock-based compensation expense using an accelerated recognition method when it is probable that the performance condition will be achieved. If achievement of the performance condition is not probable, but the award will vest based on the service condition, expense is recognized over the requisite service period. Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company expenses restricted stock unit awards to employees based on the fair value of the award on a straight-line basis over the associated service period of the award. Share-based payments issued to non-employees are recorded at their fair values, and are periodically revalued as the equity instruments vest and are recognized as expense over the related service period in accordance with the provisions of ASC 718 and ASC Topic 505 (ASC 505), Equity . For stock-based awards granted to non-employees, the Company recognizes stock-based compensation expense using an accelerated recognition method. See Note 11 for a discussion of the assumptions used by the Company in determining the grant date fair value of options granted under the Black-Scholes option pricing model, as well as a summary of the stock option activity under the Company's stock-based compensation plans for the year ended December 31, 2015 . |
Income Taxes | Income Taxes Income taxes are recorded in accordance with ASC Topic 740, Income Taxes (ASC 740), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon 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 accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Net income (loss) per share information is determined using the two-class method, which includes the weighted-average number of shares of common stock outstanding during the period and other securities that participate in dividends (a participating security). The Company's redeemable convertible preferred stock are participating securities as defined by ASC 260-10, Earnings Per Share . Under the two-class method, basic net income (loss) per share applicable to common stockholders is computed by dividing the net income (loss) applicable to common stockholders by the weighted-average number of common shares outstanding for the reporting period. Diluted net income (loss) per share is computed using the more dilutive of (1) the two-class method or (2) the if-converted method. The Company allocates net income first to preferred stockholders based on dividend rights under the Company's articles of incorporation and then to preferred and common stockholders based on ownership interests. Net losses are not allocated to preferred stockholders as they do not have an obligation to share in the Company's net losses. Diluted net income (loss) per share gives effect to all potentially dilutive securities, including redeemable convertible preferred stock, and shares issuable upon the exercise of outstanding warrants and stock options, using the treasury stock method. For the years ended December 31, 2015 , 2014 and 2013 , the Company has excluded the effects of all potentially dilutive shares, which include redeemable convertible preferred stock, warrants for redeemable convertible preferred stock, warrants for common stock and outstanding common stock options, from the weighted-average number of common shares outstanding as their inclusion in the computation for these years would be anti-dilutive due to net losses incurred. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions, other events, and circumstances from non-owner sources. Comprehensive loss consists of net loss and other comprehensive loss, which includes certain changes in equity that are excluded from net loss. Comprehensive loss has been disclosed in the accompanying consolidated statements of operations and comprehensive loss. Accumulated other comprehensive loss is presented separately on the consolidated balance sheets and consists entirely of unrealized holdings gains (losses) on investments as of December 31, 2015. |
Subsequent Events | Subsequent Events The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated as required. The Company has evaluated all subsequent events and determined that there are no material recognized or unrecognized subsequent events, other than as disclosed within the notes to the consolidated financial statements. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. In May 2014, the FASB issued ASU No. 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. The new standard will be effective for the Company on January 1, 2018. The Company is currently evaluating the method of adoption and the potential impact that Topic 606 may have on its financial position and results of operations. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40) . The ASU requires all entities to evaluate for the existence of conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the issuance date of the financial statements. The accounting standard is effective for interim and annual periods ending after December 15, 2016, and will not have a material impact on the consolidated financial statements, but may impact the Company’s footnote disclosures. In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810), Amendments to the Consolidation Analysis , which updated accounting guidance on consolidation requirements. This update changes the guidance with respect to the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. This guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015, with early adoption permitted. We will adopt this standard on January 1, 2016 and the adoption is not expected to have a material impact on our consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes . The new standard requires that deferred tax assets and liabilities be classified as non-current in a classified statement of financial position. The new standard will be effective for the Company on January 1, 2017. The Company is currently evaluating the method of adoption and the potential impact that Topic 740 may have on its financial position and results of operations. |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Financial Instruments Carried at Fair Value | The following tables set forth the Company's financial instruments carried at fair value using the lowest level of input applicable to each financial instrument as of December 31, 2015 and 2014 and (in thousands): December 31, 2015 Quoted Prices Significant Other Significant Total Assets: Money market funds $ 24,811 $ — $ — $ 24,811 Corporate obligations — 67,706 — 67,706 U.S. Treasury securities — 10,991 — 10,991 Certificates of deposit — 16,776 — 16,776 Mortgage and other asset backed securities — 13,228 — 13,228 Restricted cash 796 — — 796 Total assets $ 25,607 $ 108,701 $ — $ 134,308 Liabilities: Warrants to purchase common stock $ — $ — $ 17,187 $ 17,187 Total liabilities $ — $ — $ 17,187 17,187 December 31, 2014 Quoted Prices Significant Other Significant Total Assets: Money market funds $ 169,679 $ — $ — $ 169,679 Restricted cash 902 — — 902 Total assets $ 170,581 $ — $ — $ 170,581 Liabilities: Warrants to purchase common stock $ — $ — $ 14,124 $ 14,124 Total liabilities $ — $ — $ 14,124 $ 14,124 |
Summary of Changes in the Fair Value of Preferred and Common Stock Warrants | The following table sets forth a summary of changes in the fair value of the Company's preferred and common stock warrant liabilities, which represent a recurring measurement that is classified within Level 3 of the fair value hierarchy, wherein fair value is estimated using significant unobservable inputs (in thousands): Year Ended December 31, 2015 2014 Beginning balance $ 14,124 $ 30,753 Change in fair value 3,528 (5,037 ) Exercises (465 ) (11,592 ) Repurchases — — Conversions — — Ending balance $ 17,187 $ 14,124 |
Schedule of Estimated Useful Lives of Property and Equipment | Depreciation and amortization is calculated using the straight-line method over the estimated useful lives of the assets, which are as follows: Asset Estimated Useful Life Computer equipment and software 3 years Office and laboratory equipment 3 years Leasehold improvements Shorter of the useful life or remaining lease term |
Schedule of Anti-dilutive Common Stock Equivalents Excluded from the Calculation of Diluted Net Income (Loss) per Share | The following is a summary of the common stock equivalents which were excluded from the calculation of diluted net loss per share for the periods indicated (in thousands): Year Ended December 31, 2015 2014 2013 Outstanding stock options 3,191 3,230 3,709 Common stock warrants 398 422 908 Shares issuable under employee stock purchase plan 15 14 — Restricted stock units 521 — — Preferred stock — — 13,218 Preferred stock warrants — — 114 4,125 3,666 17,949 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net, consists of the following (in thousands): December 31, 2015 2014 Computer equipment and software $ 1,163 $ 956 Office equipment 260 213 Laboratory equipment 11,458 11,311 Leasehold improvements 9,990 9,930 Construction in progress 390 11 Total property and equipment 23,261 22,421 Accumulated depreciation and amortization (20,155 ) (19,334 ) Property and equipment, net $ 3,106 $ 3,087 |
Cash, Cash Equivalents and Sh29
Cash, Cash Equivalents and Short-term and Long-term Investments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Available-for-Sale Securities | The following is a summary of cash, cash equivalents and available-for-sale securities as of December 31, 2015 and December 31, 2014 (in thousands): December 31, 2015 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and cash equivalents due in 90 days or less $ 27,783 $ — $ — $ 27,783 Available-for-sale securities: Corporate obligations due in one year or less 53,243 — (81 ) 53,162 Corporate obligations due in more than one year 14,112 — (72 ) 14,040 U.S. Treasury securities due in one year or less 6,016 — (4 ) 6,012 U.S. Treasury securities due in more than one year 4,995 — (15 ) 4,980 Certificates of deposit due in one year or less 11,890 — — 11,890 Certificates of deposit due in more than one year 4,886 — — 4,886 Mortgage and other asset backed securities due in one year or less 6,010 — (10 ) 6,000 Mortgage and other asset backed securities due in more than one year 7,266 — (38 ) 7,228 Total available-for-sale securities $ 108,418 $ — $ (220 ) $ 108,198 Total cash, cash equivalents and available-for-sale securities $ 136,201 $ — $ (220 ) $ 135,981 December 31, 2014 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and cash equivalents due in 90 days or less $ 176,460 $ — $ — $ 176,460 Total cash and cash equivalents $ 176,460 $ — $ — $ 176,460 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following (in thousands): December 31, 2015 2014 Research and development related $ 4,938 $ 2,291 Employee compensation 3,551 3,050 Professional services 1,198 426 Other 2,713 1,081 $ 12,400 $ 6,848 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of Shares Issuable Upon Exercise of Outstanding Warrants | Below is a summary of the number of shares issuable upon exercise of outstanding warrants and the terms and accounting treatment for the outstanding warrants (in thousands, except per share data): Warrants as of Weighted- Average Exercise Balance Sheet Classification December 31, 2015 December 31, 2014 Price Per Share Expiration December 31, 2015 December 31, 2014 Warrants to purchase common stock 393 409 5.88 June 10, 2020 - July 9, 2020 Liability(2) Liability(2) Warrants to purchase common stock 5 13 4.00 - 7.40 March 31, 2016 - December 31, 2017 Equity(1) (3) (4) Equity(1) (3) (4) All warrants 398 422 $ 5.88 ______________________________________________________________________ (1) In March 2015, the warrant holders exercised warrants to purchase 5,029 shares of Common Stock on a net basis, resulting in the issuance of 4,519 shares of Common Stock . (2) In May 2015, the warrant holders exercised warrants to purchase 16,665 shares of Common Stock on a net basis, resulting in the issuance of 13,588 shares of Common Stock. (3) In August 2015, the warrant holders exercised warrants to purchase 2,399 shares of Common Stock on a net basis, resulting in the issuance of 2,075 shares of Common Stock . (4) Warrants to purchase common stock were issued in connection with various debt financing transactions that were consummated in periods prior to December 31, 2012. See discussion below for further details. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Annual Minimum Lease Payments | Future annual minimum lease payments as of December 31, 2015, are as follows (in thousands): 2016 4,386 2017 4,547 2018 3,577 2019 640 2020 656 2021 165 Total $ 13,971 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | At December 31, 2015 , the Company has reserved for future issuance the following number of shares of common stock (in thousands): December 31, 2015 Outstanding stock options to purchase common stock 3,191 Shares available for future issuance under stock option plan 1,890 Warrants to purchase common stock 398 Shares available for future issuance under the employee stock purchase plan 251 Additional shares reserved for unissued, but designated, Preferred Stock 25,000 Total shares of authorized common stock reserved for future issuance 30,730 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Total Compensation Cost Recognized for all Stock-based Awards | Total compensation cost recognized for all stock-based compensation awards in the consolidated statements of operations and comprehensive loss is as follows (in thousands): Year Ended December 31, 2015 2014 2013 Research and development $ 4,852 $ 2,065 $ 659 General and administrative 7,223 2,713 1,537 $ 12,075 $ 4,778 $ 2,196 |
Schedule of Stock Option Valuation Assumptions | The fair value of each option issued to employees was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: Year Ended December 31, 2015 2014 2013 Expected volatility 67.0 % 70.9 % 71.5 % Expected term (in years) 6.0 6.0 6.0 Risk-free interest rate 1.67 % 1.82 % 1.85 % Expected dividend yield — % — % — % |
Summary of Stock Option Activity | The following table summarizes the stock option activity under the Company's stock option plans during the year ended December 31, 2015 (in thousands, except per share amounts and years): Number Weighted- Weighted- (in years) Aggregate Outstanding at December 31, 2014 3,230 $ 9.77 Granted 870 $ 40.01 Exercised (837 ) $ 4.73 Canceled or forfeited (72 ) $ 31.72 Outstanding at December 31, 2015 3,191 $ 18.85 6.31 $ 95,479,304 Exercisable at December 31, 2015 1,997 $ 10.79 4.98 $ 75,853,297 Vested and expected to vest at December 31, 2015(2) 3,135 $ 18.56 6.26 $ 94,709,640 ______________________________________________________ (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the estimated fair value of the common stock for the options that were in the money at December 31, 2015 and 2014 . (2) This represents the number of vested options at December 31, 2015 , plus the number of unvested options expected to vest at December 31, 2015 , based on the unvested options outstanding at December 31, 2015 , adjusted for the estimated forfeiture rate. |
Schedule of Restricted Stock Unit Activity | The following table summarizes the restricted stock unit (RSU) activity under the 2013 Plan during the year ended December 31, 2015 : Number Weighted- Unvested balance at December 31, 2014 — $ — Granted 527 $ 31.67 Vested — $ — Forfeited (6 ) $ 41.20 Unvested balance at December 31, 2015 521 $ 31.57 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Components of the Company's Deferred Tax Assets | The significant components of the Company's deferred tax assets are comprised of the following (in thousands): Year Ended December 31, 2015 2014 Deferred tax assets: U.S. and state net operating loss carryforwards $ 90,732 $ 75,334 Research and development credits 7,864 6,704 Deferred revenue 1,883 2,348 Accruals and other temporary differences 9,319 5,416 Total deferred tax assets 109,798 89,802 Less valuation allowance (109,798 ) (89,802 ) Net deferred tax assets $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of income tax expense computed at the statutory federal income tax rate to income taxes as reflected in the consolidated financial statements is as follows: Year Ended December 31, 2015 2014 2013 Federal income tax expense at statutory rate 34.0 % 34.0 % 34.0 % State income tax, net of federal benefit 4.6 % 4.1 % (1.5 )% Permanent differences (8.3 )% 2.0 % (43.1 )% Research and development credit 1.2 % 1.6 % 0.7 % Other — % 4.6 % — % Change in valuation allowance (31.5 )% (46.3 )% 9.9 % Effective income tax rate — % — % — % |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Schedule of Revenues from Related Party | The Company recognized revenue from Celgene during the years ended December 31, 2015 , 2014 and 2013 as follows (in thousands): Year Ended December 31, 2015 2014 2013 License and milestone $ 1,184 $ 1,673 $ 19,626 Cost sharing, net 16,913 12,959 12,658 $ 18,097 $ 14,632 $ 32,284 |
Quarterly Financial Data (una37
Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Certain Unaudited Quarterly Financial Information | The following table presents certain unaudited quarterly financial information for the eight quarters in the period ended December 31, 2015 . This information has been prepared on the same basis as the audited financial statements and includes all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the unaudited quarterly results of operations set forth herein. For the Three Months Ended(1) March 31 June 30 September 30 December 31 (in thousands except per share data) 2015 Total revenue $ 4,420 $ 5,717 $ 4,155 $ 3,804 Total costs and expenses 19,479 18,811 18,768 21,919 Loss from operations (15,059 ) (13,094 ) (14,613 ) (18,115 ) Net loss (14,574 ) (10,383 ) (11,858 ) (27,082 ) Basic net loss per share* $ (0.45 ) $ (0.32 ) $ (0.36 ) $ (0.81 ) Diluted net loss per share* $ (0.45 ) $ (0.32 ) $ (0.36 ) $ (0.81 ) 2014 Total revenue $ 3,307 $ 4,078 $ 3,508 $ 3,739 Total costs and expenses 15,515 21,389 14,899 18,293 Loss from operations (12,208 ) (17,311 ) (11,391 ) (14,554 ) Net loss (9,120 ) (16,550 ) (7,972 ) (17,617 ) Basic net loss per share* $ (0.30 ) $ (0.52 ) $ (0.25 ) $ (0.55 ) Diluted net loss per share* $ (0.30 ) $ (0.52 ) $ (0.25 ) $ (0.55 ) ______________________________________________________ (1) The amounts were computed independently for each quarter, and the sum of the quarters may not total the annual amounts. * Applicable to common stockholders |
Nature of Business (Details)
Nature of Business (Details) | 12 Months Ended |
Dec. 31, 2015protein_therapeutic | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of internally discovered therapeutics in clinical trials | 4 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies (Details) | 12 Months Ended | ||
Dec. 31, 2015USD ($)segmentstock-based_compensation_plan | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Segment Information | |||
Number of operating segments | segment | 1 | ||
Concentrations of Credit Risk and Off-Balance Sheet Risk | |||
Off-balance sheet risk, asset | $ 0 | ||
Off-balance sheet risk, liability | 0 | ||
Fair Value Measurement | |||
Transfers within the hierarchy | 0 | $ 0 | |
Property and Equipment | |||
Impairment losses | $ 0 | $ 0 | $ 0 |
Stock-Based Compensation | |||
Number of stock-based compensation plans | stock-based_compensation_plan | 2 |
Summary of Significant Accoun40
Summary of Significant Accounting Policies - Schedule of Financial Instruments Carried at Fair Value (Details) - Recurring - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Assets: | ||
Total assets | $ 134,308 | $ 170,581 |
Liabilities: | ||
Total liabilities | 17,187 | 14,124 |
Common Stock Warrants | ||
Liabilities: | ||
Total liabilities | 17,187 | 14,124 |
Money Market Funds | ||
Assets: | ||
Total assets | 24,811 | 169,679 |
Corporate Obligations | ||
Assets: | ||
Total assets | 67,706 | |
US Treasury Securities | ||
Assets: | ||
Total assets | 10,991 | |
Certificates of Deposit | ||
Assets: | ||
Total assets | 16,776 | |
Mortgage and Other Asset-Backed Securities | ||
Assets: | ||
Total assets | 13,228 | |
Restricted Cash | ||
Assets: | ||
Total assets | 796 | 902 |
Level 1 | ||
Assets: | ||
Total assets | 25,607 | 170,581 |
Liabilities: | ||
Total liabilities | 0 | 0 |
Level 1 | Common Stock Warrants | ||
Liabilities: | ||
Total liabilities | 0 | 0 |
Level 1 | Money Market Funds | ||
Assets: | ||
Total assets | 24,811 | 169,679 |
Level 1 | Corporate Obligations | ||
Assets: | ||
Total assets | 0 | |
Level 1 | US Treasury Securities | ||
Assets: | ||
Total assets | 0 | |
Level 1 | Certificates of Deposit | ||
Assets: | ||
Total assets | 0 | |
Level 1 | Mortgage and Other Asset-Backed Securities | ||
Assets: | ||
Total assets | 0 | |
Level 1 | Restricted Cash | ||
Assets: | ||
Total assets | 796 | 902 |
Level 2 | ||
Assets: | ||
Total assets | 108,701 | 0 |
Liabilities: | ||
Total liabilities | 0 | 0 |
Level 2 | Common Stock Warrants | ||
Liabilities: | ||
Total liabilities | 0 | 0 |
Level 2 | Money Market Funds | ||
Assets: | ||
Total assets | 0 | 0 |
Level 2 | Corporate Obligations | ||
Assets: | ||
Total assets | 67,706 | |
Level 2 | US Treasury Securities | ||
Assets: | ||
Total assets | 10,991 | |
Level 2 | Certificates of Deposit | ||
Assets: | ||
Total assets | 16,776 | |
Level 2 | Mortgage and Other Asset-Backed Securities | ||
Assets: | ||
Total assets | 13,228 | |
Level 2 | Restricted Cash | ||
Assets: | ||
Total assets | 0 | 0 |
Level 3 | ||
Assets: | ||
Total assets | 0 | 0 |
Liabilities: | ||
Total liabilities | 17,187 | 14,124 |
Level 3 | Common Stock Warrants | ||
Liabilities: | ||
Total liabilities | 17,187 | 14,124 |
Level 3 | Money Market Funds | ||
Assets: | ||
Total assets | 0 | 0 |
Level 3 | Corporate Obligations | ||
Assets: | ||
Total assets | 0 | |
Level 3 | US Treasury Securities | ||
Assets: | ||
Total assets | 0 | |
Level 3 | Certificates of Deposit | ||
Assets: | ||
Total assets | 0 | |
Level 3 | Mortgage and Other Asset-Backed Securities | ||
Assets: | ||
Total assets | 0 | |
Level 3 | Restricted Cash | ||
Assets: | ||
Total assets | $ 0 | $ 0 |
Summary of Significant Accoun41
Summary of Significant Accounting Policies - Summary of Changes in the Fair Value of Preferred and Common Stock Warrants (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Summary of changes in the fair value of the preferred and common stock warrant liability classified within Level 3 of the fair value hierarchy | |||
Beginning balance | $ 14,124 | $ 30,753 | |
Change in fair value | 3,528 | (5,037) | |
Exercises | (465) | (11,592) | |
Repurchases | 0 | 0 | |
Conversions | 0 | 0 | $ (2,012) |
Ending balance | 14,124 | $ 30,753 | |
Warrants to purchase common stock | $ 17,187 | $ 14,124 |
Summary of Significant Accoun42
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Computer Equipment and Software | |
Property and Equipment | |
Estimated useful life | 3 years |
Office and laboratory equipment | |
Property and Equipment | |
Estimated useful life | 3 years |
Summary of Significant Accoun43
Summary of Significant Accounting Policies - Schedule of Anti-dilutive Common Stock Equivalents Excluded from the Calculation of Diluted Net Income (Loss) per Share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net Income (Loss) Per Share | |||
Anti-dilutive common stock equivalents excluded from the calculation of diluted net income (loss) per share (in shares) | 4,125 | 3,666 | 17,949 |
Stock Options | |||
Net Income (Loss) Per Share | |||
Anti-dilutive common stock equivalents excluded from the calculation of diluted net income (loss) per share (in shares) | 3,191 | 3,230 | 3,709 |
Common Stock Warrants | |||
Net Income (Loss) Per Share | |||
Anti-dilutive common stock equivalents excluded from the calculation of diluted net income (loss) per share (in shares) | 398 | 422 | 908 |
Shares issuable under employee stock purchase plan | |||
Net Income (Loss) Per Share | |||
Anti-dilutive common stock equivalents excluded from the calculation of diluted net income (loss) per share (in shares) | 15 | 14 | 0 |
Restricted Stock Units | |||
Net Income (Loss) Per Share | |||
Anti-dilutive common stock equivalents excluded from the calculation of diluted net income (loss) per share (in shares) | 521 | 0 | 0 |
Preferred stock | |||
Net Income (Loss) Per Share | |||
Anti-dilutive common stock equivalents excluded from the calculation of diluted net income (loss) per share (in shares) | 0 | 0 | 13,218 |
Preferred stock warrants | |||
Net Income (Loss) Per Share | |||
Anti-dilutive common stock equivalents excluded from the calculation of diluted net income (loss) per share (in shares) | 0 | 0 | 114 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property and equipment, net | |||
Total property and equipment | $ 23,261 | $ 22,421 | |
Accumulated depreciation and amortization | (20,155) | (19,334) | |
Property and equipment, net | 3,106 | 3,087 | |
Depreciation and amortization expense | 1,176 | 1,118 | $ 915 |
Computer Equipment and Software | |||
Property and equipment, net | |||
Total property and equipment | 1,163 | 956 | |
Office Equipment | |||
Property and equipment, net | |||
Total property and equipment | 260 | 213 | |
Laboratory Equipment | |||
Property and equipment, net | |||
Total property and equipment | 11,458 | 11,311 | |
Leasehold Improvements | |||
Property and equipment, net | |||
Total property and equipment | 9,990 | 9,930 | |
Construction in Progress | |||
Property and equipment, net | |||
Total property and equipment | $ 390 | $ 11 |
Restricted Cash (Details)
Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Restricted Cash | ||
Letters of credit held in the form of certificates of deposit | $ 796 | $ 902 |
Certificates of Deposit | Letters of Credit | ||
Restricted Cash | ||
Letters of credit held in the form of certificates of deposit | $ 800 | $ 900 |
Cash, Cash Equivalents and Sh46
Cash, Cash Equivalents and Short-term and Long-term Investments - Schedule of Available-for-Sale Securities (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Schedule of Available-for-sale Securities | ||||
Realized gains or (losses) on marketable securities | $ 0 | $ 0 | $ 0 | |
Cash and cash equivalents due in 90 days or less | 27,783,000 | 176,460,000 | $ 113,163,000 | $ 39,611,000 |
Available-for-sale securities: | ||||
Amortized Cost | 108,418,000 | |||
Gross Unrealized Gains | 0 | |||
Gross Unrealized Losses | (220,000) | |||
Estimated Fair Value | 108,198,000 | |||
Total cash, cash equivalents and available for sale securities | ||||
Amortized cost | 136,201,000 | 176,460,000 | ||
Gross unrealized gains | 0 | 0 | ||
Gross unrealized losses | (220,000) | 0 | ||
Estimated fair value | 135,981,000 | $ 176,460,000 | ||
Corporate Obligations Due in One Year or Less | ||||
Available-for-sale securities: | ||||
Amortized Cost | 53,243,000 | |||
Gross Unrealized Gains | 0 | |||
Gross Unrealized Losses | (81,000) | |||
Estimated Fair Value | 53,162,000 | |||
Corporate Obligations Due in More Than One Year | ||||
Available-for-sale securities: | ||||
Amortized Cost | 14,112,000 | |||
Gross Unrealized Gains | 0 | |||
Gross Unrealized Losses | (72,000) | |||
Estimated Fair Value | 14,040,000 | |||
U.S. Treasury Securities Due in One Year or Less | ||||
Available-for-sale securities: | ||||
Amortized Cost | 6,016,000 | |||
Gross Unrealized Gains | 0 | |||
Gross Unrealized Losses | (4,000) | |||
Estimated Fair Value | 6,012,000 | |||
U.S. Treasury Securities Due in More Than One Year | ||||
Available-for-sale securities: | ||||
Amortized Cost | 4,995,000 | |||
Gross Unrealized Gains | 0 | |||
Gross Unrealized Losses | (15,000) | |||
Estimated Fair Value | 4,980,000 | |||
Certificates Of Deposit Due in One Year or Less | ||||
Available-for-sale securities: | ||||
Amortized Cost | 11,890,000 | |||
Gross Unrealized Gains | 0 | |||
Gross Unrealized Losses | 0 | |||
Estimated Fair Value | 11,890,000 | |||
Certificates Of Deposit Due in More Than One Year | ||||
Available-for-sale securities: | ||||
Amortized Cost | 4,886,000 | |||
Gross Unrealized Gains | 0 | |||
Gross Unrealized Losses | 0 | |||
Estimated Fair Value | 4,886,000 | |||
Mortgage and Other Asset Backed Securities Due in One Year or Less | ||||
Available-for-sale securities: | ||||
Amortized Cost | 6,010,000 | |||
Gross Unrealized Gains | 0 | |||
Gross Unrealized Losses | (10,000) | |||
Estimated Fair Value | 6,000,000 | |||
Mortgage and Other Asset Backed Securities Due More Than One Year | ||||
Available-for-sale securities: | ||||
Amortized Cost | 7,266,000 | |||
Gross Unrealized Gains | 0 | |||
Gross Unrealized Losses | (38,000) | |||
Estimated Fair Value | $ 7,228,000 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Research and development related | $ 4,938 | $ 2,291 |
Employee compensation | 3,551 | 3,050 |
Professional services | 1,198 | 426 |
Other | 2,713 | 1,081 |
Total accrued expenses | $ 12,400 | $ 6,848 |
Warrants - Summary of Shares Is
Warrants - Summary of Shares Issuable Upon Exercise of Outstanding Warrants (Details) - $ / shares | 1 Months Ended | ||||||
Aug. 31, 2015 | May. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Jul. 31, 2010 | ||
Class of Warrant or Right | |||||||
Number of outstanding warrants (in shares) | 398,000 | 422,000 | |||||
Weighted-average exercise price per share (in dollars per share) | $ 5.88 | ||||||
Number of warrants exercised | 2,399 | 16,665 | 5,029 | ||||
Stock issued during period for warrants exercsied (in shares) | 2,075 | 13,588 | 4,519 | ||||
Expiring between June 10, 2020 to July 9, 2020 | |||||||
Class of Warrant or Right | |||||||
Number of outstanding warrants (in shares) | [1] | 393,000 | 409,000 | ||||
Weighted-average exercise price per share (in dollars per share) | $ 5.88 | ||||||
Expiring between June 10, 2020 to July 9, 2020 | Maximum | |||||||
Class of Warrant or Right | |||||||
Number of outstanding warrants (in shares) | 871,580 | ||||||
Expiring between March 31, 2015 to December 31, 2017 | |||||||
Class of Warrant or Right | |||||||
Number of outstanding warrants (in shares) | [2],[3],[4] | 5,206 | 13,000 | ||||
Expiring between March 31, 2015 to December 31, 2017 | Minimum | |||||||
Class of Warrant or Right | |||||||
Weighted-average exercise price per share (in dollars per share) | $ 4 | ||||||
Expiring between March 31, 2015 to December 31, 2017 | Maximum | |||||||
Class of Warrant or Right | |||||||
Number of outstanding warrants (in shares) | 12,634 | ||||||
Weighted-average exercise price per share (in dollars per share) | $ 7.40 | ||||||
[1] | In May 2015, the warrant holders exercised warrants to purchase 16,665 shares of Common Stock on a net basis, resulting in the issuance of 13,588 shares of Common Stock. | ||||||
[2] | In August 2015, the warrant holders exercised warrants to purchase 2,399 shares of Common Stock on a net basis, resulting in the issuance of 2,075 shares of Common Stock. | ||||||
[3] | In March 2015, the warrant holders exercised warrants to purchase 5,029 shares of Common Stock on a net basis, resulting in the issuance of 4,519 shares of Common Stock. | ||||||
[4] | Warrants to purchase common stock were issued in connection with various debt financing transactions that were consummated in periods prior to December 31, 2012. See discussion below for further details. |
Warrants (Details)
Warrants (Details) - USD ($) | Mar. 31, 2013 | Jul. 31, 2010 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Class of Warrant or Right | |||||||
Number of outstanding warrants (in shares) | 398,000 | 422,000 | |||||
Increase in fair value of warrants | $ 3,528,000 | $ (5,037,000) | $ 26,875,000 | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | $ 3,528,000 | $ (5,037,000) | |||||
Series A Preferred Stock | |||||||
Class of Warrant or Right | |||||||
Issuance of preferred stock on exercise of warrant (in shares) | 46,668 | ||||||
Warrant to Purchase Series A Preferred Stock | |||||||
Class of Warrant or Right | |||||||
Number of outstanding warrants (in shares) | 106,500 | ||||||
Expiration period | 7 years | ||||||
Increase in fair value of warrants | $ 100,000 | ||||||
Warrant to Purchase Series B Preferred Stock | |||||||
Class of Warrant or Right | |||||||
Number of outstanding warrants (in shares) | 31,891 | ||||||
Warrant to Purchase Series C-1 Preferred Stock | |||||||
Class of Warrant or Right | |||||||
Number of outstanding warrants (in shares) | 45,786 | ||||||
Expiration period | 10 years | ||||||
Preferred stock warrants | |||||||
Class of Warrant or Right | |||||||
Increase in fair value of warrants | $ 0 | $ 0 | 1,300,000 | ||||
Warrant to Purchase Series D-1 Preferred Stock | |||||||
Class of Warrant or Right | |||||||
Number of outstanding warrants (in shares) | 63,693 | ||||||
Expiring between June 10, 2020 to July 9, 2020 | |||||||
Class of Warrant or Right | |||||||
Number of outstanding warrants (in shares) | [1] | 393,000 | 409,000 | ||||
Expiration period | 10 years | ||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | $ 26,900,000 | ||||||
Warrants retired (in shares) | 13,994 | ||||||
Expiring between June 10, 2020 to July 9, 2020 | Series E Preferred Stock | |||||||
Class of Warrant or Right | |||||||
Discount recorded to the preferred stock issued | $ 3,000,000 | ||||||
Expiring between March 31, 2015 to December 31, 2017 | |||||||
Class of Warrant or Right | |||||||
Number of outstanding warrants (in shares) | [2],[3],[4] | 5,206 | 13,000 | ||||
Maximum | Warrant to Purchase Series A Preferred Stock | |||||||
Class of Warrant or Right | |||||||
Number of outstanding warrants (in shares) | 106,500 | ||||||
Maximum | Expiring between June 10, 2020 to July 9, 2020 | |||||||
Class of Warrant or Right | |||||||
Number of outstanding warrants (in shares) | 871,580 | ||||||
Maximum | Expiring between March 31, 2015 to December 31, 2017 | |||||||
Class of Warrant or Right | |||||||
Number of outstanding warrants (in shares) | 12,634 | ||||||
[1] | In May 2015, the warrant holders exercised warrants to purchase 16,665 shares of Common Stock on a net basis, resulting in the issuance of 13,588 shares of Common Stock. | ||||||
[2] | In August 2015, the warrant holders exercised warrants to purchase 2,399 shares of Common Stock on a net basis, resulting in the issuance of 2,075 shares of Common Stock. | ||||||
[3] | In March 2015, the warrant holders exercised warrants to purchase 5,029 shares of Common Stock on a net basis, resulting in the issuance of 4,519 shares of Common Stock. | ||||||
[4] | Warrants to purchase common stock were issued in connection with various debt financing transactions that were consummated in periods prior to December 31, 2012. See discussion below for further details. |
Commitments and Contingencies50
Commitments and Contingencies (Details) | Dec. 15, 2015USD ($)ft² | Jul. 25, 2014USD ($) | Oct. 18, 2012USD ($)clinical_triallicensing_agreement | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) |
Loss Contingencies | ||||||
Term of contract | 5 years | |||||
Leased space | ft² | 12,200 | |||||
First year annual rent amount | $ 600,000 | $ 4,386,000 | ||||
Total operating lease obligation | 3,100,000 | 13,971,000 | ||||
Lessor contribution | $ 500,000 | |||||
Lease renewal term | 5 years | |||||
Rent expense | 3,400,000 | $ 3,300,000 | $ 3,500,000 | |||
Salk Litigation | ||||||
Loss Contingencies | ||||||
Number of license agreements allegedly breached | clinical_trial | 1 | |||||
Number of licensing agreements | licensing_agreement | 2 | |||||
Total amount sought | $ 10,500,000 | |||||
Percentage of future development milestone payments received under the agreement with Celgene regarding ACE-536 sought | 1.00% | 15.00% | ||||
Amounts due | $ 0 | |||||
Total amount paid | $ 5,000,000 | |||||
Royalty payable as percentage of net sales | 6.00% | |||||
Licensed Technology and Other Agreements | ||||||
Loss Contingencies | ||||||
Amounts due | $ 0 | $ 0 | ||||
Letters of Credit | ||||||
Loss Contingencies | ||||||
Standby letter of credit amount | $ 200,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Annual Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 15, 2015 |
Commitments and Contingencies Disclosure [Abstract] | ||
2,016 | $ 4,386 | $ 600 |
2,017 | 4,547 | |
2,018 | 3,577 | |
2,019 | 640 | |
2,020 | 656 | |
2,021 | 165 | |
Total | $ 13,971 | $ 3,100 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ / shares in Units, $ in Thousands | Jan. 11, 2016USD ($)$ / sharesshares | Jan. 28, 2014$ / sharesshares | Sep. 24, 2013USD ($)$ / sharesshares | Sep. 24, 2013USD ($)$ / sharesshares | Sep. 04, 2013 | Dec. 31, 2015USD ($)vote$ / sharesshares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($) |
Common stock | ||||||||
Stock split, conversion ratio | 0.25 | |||||||
Aggregate net proceeds received from private placement | $ | $ 0 | $ 0 | $ 10,000 | |||||
Number of outstanding warrants (in shares) | 398,000 | 422,000 | ||||||
Preferred stock (in shares) | 25,000,000 | |||||||
Number of votes for each share of common stock held | vote | 1 | |||||||
Dividends declared on common stock (in dollars per share) | $ / shares | $ 0 | |||||||
Initial Public Offering | ||||||||
Common stock | ||||||||
Issuance of common stock (in shares) | 6,417,000 | |||||||
Offer price of common stock (in dollars per share) | $ / shares | $ 15 | $ 15 | ||||||
Aggregate net proceeds from the offering | $ | $ 86,800 | |||||||
Conversion of redeemable convertible preferred stock into common stock (in shares) | 18,516,993 | |||||||
Warrant issued | $ | $ 2,000 | |||||||
Concurrent Private Placement | Celgene | ||||||||
Common stock | ||||||||
Issuance of common stock (in shares) | 666,667 | |||||||
Offer price of common stock (in dollars per share) | $ / shares | $ 15 | $ 15 | ||||||
Aggregate net proceeds received from private placement | $ | $ 10,000 | |||||||
Over-allotment Option | ||||||||
Common stock | ||||||||
Issuance of common stock (in shares) | 360,000 | 837,000 | ||||||
Underwritten Public Offering | ||||||||
Common stock | ||||||||
Issuance of common stock (in shares) | 2,760,000 | |||||||
Offer price of common stock (in dollars per share) | $ / shares | $ 50 | |||||||
Aggregate net proceeds from the offering | $ | $ 129,200 | |||||||
Subsequent Event | ||||||||
Common stock | ||||||||
Aggregate net proceeds from the offering | $ | $ 140,400 | |||||||
Public offering share amount (in shares) | 3,750,000 | |||||||
Price per share (in dollars per share) | $ / shares | $ 40 | |||||||
Common Stock Warrants | Initial Public Offering | ||||||||
Common stock | ||||||||
Number of outstanding warrants (in shares) | 141,370 | 141,370 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Common Stock Reserved for Future Issuance (Details) - shares shares in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Common stock | ||
Outstanding stock options to purchase common stock | 3,191 | 3,230 |
Remaining shares reserved for issuance | 1,890 | |
Total shares of authorized common stock reserved for future issuance | 30,730 | |
Conversion of Preferred Stock | Unissued, but Designated, Preferred Stock | ||
Common stock | ||
Total shares of authorized common stock reserved for future issuance | 25,000 | |
Employee Stock Purchase Plan | ||
Common stock | ||
Total shares of authorized common stock reserved for future issuance | 251 | |
Common Stock Warrants | ||
Common stock | ||
Total shares of authorized common stock reserved for future issuance | 398 |
Significant Agreements - Sotate
Significant Agreements - Sotatercept Agreement (Details) - Celgene $ / shares in Units, $ in Millions | Feb. 20, 2008USD ($)discovery_stage_compound$ / sharesshares | Aug. 31, 2011USD ($) | Dec. 31, 2015licensed_target | Dec. 31, 2013USD ($) | Dec. 31, 2012 | Dec. 31, 2013USD ($) |
Original Sotatercept Agreement | Collaboration Arrangement | Discovery Stage Compounds | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Number of license options granted | discovery_stage_compound | 3 | |||||
Potential royalty rate (as a percent) | 20.00% | |||||
Original Sotatercept Agreement | Collaboration Arrangement | Sotatercept | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Potential royalty rate (as a percent) | 20.00% | |||||
Sotatercept Agreements | Collaboration Arrangement | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Period of notice for termination of agreement | 180 days | |||||
Period of notice for termination of agreement on failure to meet certain criteria of licensed product | 45 days | |||||
Sotatercept Agreements | Collaboration Arrangement | Discovery Stage Compounds | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Number of license options granted | discovery_stage_compound | 3 | |||||
Modified Sotatercept Agreement | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Percentage of development costs for which collaborator is responsible | 100.00% | |||||
Modified Sotatercept Agreement | Collaboration Arrangement | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Percentage of development costs for which collaborator is responsible | 100.00% | |||||
Modified Sotatercept Agreement | Collaboration Arrangement | Sotatercept and Luspatercept | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Optional one-time royalty payment | $ 25 | |||||
Nonrefundable Upfront Payments | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Payments received | 25 | |||||
Nonrefundable Upfront Payments | Sotatercept Agreements | Collaboration Arrangement | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Payments received | $ 45 | |||||
Research and Development Funding and Milestones | Sotatercept Agreements | Collaboration Arrangement | Sotatercept | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Payments received | $ 43 | |||||
Clinical Milestones | Sotatercept Agreements | Sotatercept | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Milestone payment receivable on commencement of trial or study | $ 10 | 10 | ||||
Clinical Milestones | Sotatercept Agreements | Collaboration Arrangement | Sotatercept | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Milestone payment receivable on commencement of trial or study | $ 7 | $ 7 | ||||
Clinical Milestones | Modified Sotatercept Agreement | Collaboration Arrangement | Discovery Stage Compounds | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Contingent milestone payments | 25.5 | |||||
Clinical Milestones | Modified Sotatercept Agreement | Collaboration Arrangement | Sotatercept | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Contingent milestone payments | 27 | |||||
Regulatory Milestones | Modified Sotatercept Agreement | Collaboration Arrangement | Discovery Stage Compounds | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Contingent milestone payments | 142.5 | |||||
Regulatory Milestones | Modified Sotatercept Agreement | Collaboration Arrangement | Sotatercept | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Contingent milestone payments | $ 190 | |||||
Maximum | Original Sotatercept Agreement | Collaboration Arrangement | Discovery Stage Compounds | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Potential option fees | 30 | |||||
Maximum | Clinical Milestones | Original Sotatercept Agreement | Collaboration Arrangement | Discovery Stage Compounds | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Contingent milestone payments | 53.3 | |||||
Maximum | Clinical Milestones | Original Sotatercept Agreement | Collaboration Arrangement | Sotatercept | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Contingent milestone payments | 88 | |||||
Maximum | Regulatory Milestones | Original Sotatercept Agreement | Collaboration Arrangement | Discovery Stage Compounds | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Contingent milestone payments | 204 | |||||
Maximum | Regulatory Milestones | Original Sotatercept Agreement | Collaboration Arrangement | Sotatercept | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Contingent milestone payments | 272 | |||||
Maximum | Commercial Milestones | Original Sotatercept Agreement | Collaboration Arrangement | Discovery Stage Compounds | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Contingent milestone payments | 150 | |||||
Maximum | Commercial Milestones | Original Sotatercept Agreement | Collaboration Arrangement | Sotatercept | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Contingent milestone payments | $ 150 | |||||
Minimum | Sotatercept Agreements | Collaboration Arrangement | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Number of licenses which may be terminated | licensed_target | 1 | |||||
Series C-1 Preferred Stock | Sotatercept Agreements | Collaboration Arrangement | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Shares purchased by collaborators | shares | 457,875 | |||||
Aggregate purchase price | $ 5 | |||||
Common Stock | Sotatercept Agreements | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Aggregate purchase price | $ 10 | |||||
Shares purchased by collaborators | shares | 666,667 | |||||
Shares issued (in dollars per share) | $ / shares | $ 15 |
Significant Agreements - Luspat
Significant Agreements - Luspatercept Agreement (Details) - Celgene $ in Millions | 1 Months Ended | 12 Months Ended | 53 Months Ended | |||
Dec. 31, 2013USD ($) | Jan. 31, 2013USD ($) | Aug. 31, 2011USD ($) | Dec. 31, 2015licensed_target | Dec. 31, 2011USD ($) | Dec. 31, 2015USD ($) | |
Nonrefundable Upfront Payments | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Payments received | $ 25 | |||||
Luspatercept Agreement | Collaboration Arrangement | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Potential royalty rate (as a percent) | 20.00% | |||||
Period of notice for termination of agreement | 180 days | |||||
Period of notice for termination of agreement on failure to meet certain criteria of licensed product | 45 days | |||||
Luspatercept Agreement | Nonrefundable Upfront Payments | Collaboration Arrangement | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Payments received | $ 25 | |||||
Luspatercept Agreement | Research and Development Funding and Milestones | Collaboration Arrangement | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Payments received | $ 60.3 | |||||
Minimum | Luspatercept Agreement | Collaboration Arrangement | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Number of licensed targets | licensed_target | 1 | |||||
Clinical Milestones | Luspatercept Agreement | Collaboration Arrangement | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Payments received | $ 7 | $ 10 | $ 7.5 | |||
Milestone payment receivable on commencement of trial or study | 15 | |||||
Clinical Milestones | Maximum | Luspatercept Agreement | Collaboration Arrangement | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Potential milestone payments receivable | 32.5 | |||||
Regulatory Milestones | Maximum | Luspatercept Agreement | Collaboration Arrangement | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Potential milestone payments receivable | 105 | |||||
Commercial Milestones | Maximum | Luspatercept Agreement | Collaboration Arrangement | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Potential milestone payments receivable | $ 80 |
Significant Agreements - Both A
Significant Agreements - Both Agreements and Accounting Analysis (Details) - USD ($) | Feb. 20, 2008 | Dec. 31, 2013 | Jan. 31, 2013 | Aug. 31, 2011 | Dec. 31, 2015 | Sep. 30, 2015 | [1] | Jun. 30, 2015 | [1] | Mar. 31, 2015 | [1] | Dec. 31, 2014 | Sep. 30, 2014 | [1] | Jun. 30, 2014 | [1] | Mar. 31, 2014 | [1] | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2015 | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | |||||||||||||||||||||||||||||
Research and Development Expense | $ 58,404,000 | $ 50,897,000 | $ 36,051,000 | ||||||||||||||||||||||||||
Difference between the estimated payments and the estimated selling prices | $ 4,239,000 | $ 4,816,000 | 4,239,000 | 4,816,000 | $ 4,239,000 | ||||||||||||||||||||||||
Residual consideration recognized | $ 3,804,000 | [1] | $ 4,155,000 | $ 5,717,000 | $ 4,420,000 | $ 3,739,000 | [1] | $ 3,508,000 | $ 4,078,000 | $ 3,307,000 | 18,097,000 | [2] | 14,632,000 | [2] | 57,230,000 | [2] | |||||||||||||
Cost-sharing, net | $ 16,913,000 | 12,959,000 | 13,282,000 | ||||||||||||||||||||||||||
Celgene | Luspatercept Agreement and Amended Sotatercept Agreement | Collaboration Arrangement | |||||||||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | |||||||||||||||||||||||||||||
Percentage of development costs for which collaborator is responsible | 100.00% | 100.00% | |||||||||||||||||||||||||||
Potential royalty rate (as a percent) | 20.00% | ||||||||||||||||||||||||||||
Deferred revenue recognized | $ 1,200,000 | 1,700,000 | 2,600,000 | ||||||||||||||||||||||||||
Cost-sharing, net | 16,900,000 | 13,000,000 | $ 12,700,000 | ||||||||||||||||||||||||||
Celgene | Original Sotatercept Agreement | Collaboration Arrangement | |||||||||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | |||||||||||||||||||||||||||||
Deferred revenue | $ 45,000,000 | ||||||||||||||||||||||||||||
Delivery period of contract | 15 years | ||||||||||||||||||||||||||||
Celgene | Modified Sotatercept Agreement | |||||||||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | |||||||||||||||||||||||||||||
Percentage of development costs for which collaborator is responsible | 100.00% | ||||||||||||||||||||||||||||
Celgene | Modified Sotatercept Agreement | Collaboration Arrangement | |||||||||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | |||||||||||||||||||||||||||||
Percentage of development costs for which collaborator is responsible | 100.00% | ||||||||||||||||||||||||||||
Deferred revenue | $ 34,700,000 | ||||||||||||||||||||||||||||
Total arrangement consideration | 77,700,000 | ||||||||||||||||||||||||||||
Estimated payments for development activities and manufacturing services | 18,000,000 | ||||||||||||||||||||||||||||
BESP of the undelivered elements | 28,200,000 | ||||||||||||||||||||||||||||
Difference between the estimated payments and the estimated selling prices | 10,200,000 | ||||||||||||||||||||||||||||
Residual consideration recognized | $ 49,500,000 | ||||||||||||||||||||||||||||
Celgene | Luspatercept Agreement | Collaboration Arrangement | |||||||||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | |||||||||||||||||||||||||||||
Potential royalty rate (as a percent) | 20.00% | ||||||||||||||||||||||||||||
License Agreement with Certain Individuals | Non-collaborative Arrangement Transactions | |||||||||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | |||||||||||||||||||||||||||||
Research and Development Expense | $ 0 | $ 0 | $ 0 | ||||||||||||||||||||||||||
Nonrefundable Upfront Payments | Celgene | |||||||||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | |||||||||||||||||||||||||||||
Payments received | $ 25,000,000 | ||||||||||||||||||||||||||||
Nonrefundable Upfront Payments | Celgene | Luspatercept Agreement | Collaboration Arrangement | |||||||||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | |||||||||||||||||||||||||||||
Payments received | 25,000,000 | ||||||||||||||||||||||||||||
Nonrefundable Upfront Payments | Celgene | Sotatercept Agreements | Collaboration Arrangement | |||||||||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | |||||||||||||||||||||||||||||
Payments received | $ 45,000,000 | ||||||||||||||||||||||||||||
Research and Development Services | Celgene | Luspatercept Agreement and Amended Sotatercept Agreement | Collaboration Arrangement | |||||||||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | |||||||||||||||||||||||||||||
BESP of the undelivered elements | 18,800,000 | ||||||||||||||||||||||||||||
Sotatercept Joint Development Committee | Celgene | Luspatercept Agreement and Amended Sotatercept Agreement | Collaboration Arrangement | |||||||||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | |||||||||||||||||||||||||||||
BESP of the undelivered elements | 2,900,000 | ||||||||||||||||||||||||||||
ACE 536 Joint Development Committee | Celgene | Luspatercept Agreement and Amended Sotatercept Agreement | Collaboration Arrangement | |||||||||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | |||||||||||||||||||||||||||||
BESP of the undelivered elements | 3,700,000 | ||||||||||||||||||||||||||||
Manufacturing Services | Celgene | Luspatercept Agreement and Amended Sotatercept Agreement | Collaboration Arrangement | |||||||||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | |||||||||||||||||||||||||||||
BESP of the undelivered elements | $ 2,800,000 | ||||||||||||||||||||||||||||
Clinical Milestones | Celgene | Luspatercept Agreement | Collaboration Arrangement | |||||||||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | |||||||||||||||||||||||||||||
Deferred revenue | $ 2,700,000 | ||||||||||||||||||||||||||||
Payments received | $ 7,000,000 | $ 10,000,000 | 7,500,000 | ||||||||||||||||||||||||||
Deferred revenue recognized | $ 10,000,000 | $ 4,800,000 | |||||||||||||||||||||||||||
[1] | The amounts were computed independently for each quarter, and the sum of the quarters may not total the annual amounts. | ||||||||||||||||||||||||||||
[2] | ___________________________________________________________ (1) Includes related party revenue (Note 15)$18,097 $14,632 $32,284 |
Significant Agreements - Shire
Significant Agreements - Shire License (Details) - USD ($) $ in Thousands | Feb. 08, 2011 | Sep. 30, 2010 | Jun. 30, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Cost-sharing, net | $ 16,913 | $ 12,959 | $ 13,282 | |||
Shire | Collaboration Arrangement | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Cost-sharing, net | 600 | |||||
Payment for research and development costs | 200 | |||||
ACE-031 | Shire | Collaboration Arrangement | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Percentage of development costs for which collaborator is responsible | 65.00% | |||||
ACE-031 | Nonrefundable Upfront Payments | Shire | Collaboration Arrangement | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Payments received | $ 45,000 | |||||
Deferred revenue | $ 45,000 | |||||
Estimated revenue recognition period | 3 years | |||||
Deferred revenue recognized | $ 0 | $ 24,300 | ||||
Licensed Compounds Other Than ACE-031 | Shire | Collaboration Arrangement | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Percentage of development costs for which collaborator is responsible | 55.00% | |||||
Change in Accounting Estimate Adjustments | ACE-031 | Nonrefundable Upfront Payments | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Deferred revenue recognized | $ 22,400 | |||||
Change in Accounting Estimate Adjustments | ACE-031 | Nonrefundable Upfront Payments | Shire | Collaboration Arrangement | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Deferred revenue | $ 38,800 | |||||
Estimated revenue recognition period | 5 years | |||||
Development Milestones | ActRIIB Compounds | Shire | Collaboration Arrangement | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Contingent milestone payments | $ 223,800 | |||||
Commercial Milestones | ActRIIB Compounds | Shire | Collaboration Arrangement | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | ||||||
Contingent milestone payments | $ 228,800 |
Significant Agreements - Other
Significant Agreements - Other (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
May. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2004 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions | |||||||||
Collaborative Arrangement, Milestone Payments | $ 0 | $ 0 | $ 0 | ||||||
Research and Development Expense | 58,404,000 | 50,897,000 | 36,051,000 | ||||||
License Agreement with a Non-profit Institution | Non-collaborative Arrangement Transactions | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | |||||||||
Research and Development Expense | $ 100,000 | $ 100,000 | $ 500,000 | ||||||
License Agreement with Certain Individuals | Non-collaborative Arrangement Transactions | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | |||||||||
Research and Development Expense | 0 | $ 0 | $ 0 | ||||||
Percentage of reduction in royalty rate for a period of time after patent expiration | 50.00% | ||||||||
License Agreement with Research Institution | Non-collaborative Arrangement Transactions | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | |||||||||
Royalty payable as percentage of net sales | 1.50% | ||||||||
Annual payment upon first commercial sale | $ 25,000 | ||||||||
License Agreement With Antibody Technology Company | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | |||||||||
Collaborative arrangement amount paid and expensed | $ 1,400,000 | $ 600,000 | |||||||
Common Stock | License Agreement with a Non-profit Institution | Non-collaborative Arrangement Transactions | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | |||||||||
Number of shares issued as compensation for licenses | 62,500 | ||||||||
Fair value of shares issued as compensation for licenses | $ 25,000 | ||||||||
Maximum | License Agreement with a Non-profit Institution | Non-collaborative Arrangement Transactions | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | |||||||||
Milestone fees payable as percentage of research and U.S. development progress and sublicensing revenue | 25.00% | ||||||||
Royalty payable as percentage of net sales | 3.50% | ||||||||
Minimum | License Agreement with a Non-profit Institution | Non-collaborative Arrangement Transactions | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | |||||||||
Milestone fees payable as percentage of research and U.S. development progress and sublicensing revenue | 10.00% | ||||||||
Royalty payable as percentage of net sales | 1.00% | ||||||||
Development Milestones | Sotatercept | Maximum | Non-collaborative Arrangement Transactions | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | |||||||||
Total potential milestone payments | $ 2,000,000 | ||||||||
Development Milestones | Luspatercept | Maximum | Non-collaborative Arrangement Transactions | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | |||||||||
Total potential milestone payments | 700,000 | ||||||||
Development and Sales Milestone | Dalantercept | Maximum | License Agreement with Certain Individuals | Non-collaborative Arrangement Transactions | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | |||||||||
Total potential milestone payments | $ 1,000,000 | ||||||||
Development and Commercial Milestone | Maximum | License Agreement with Research Institution | Non-collaborative Arrangement Transactions | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | |||||||||
Total potential milestone payments | 1,000,000 | ||||||||
Commercial Milestones | License Agreement with Research Institution | Non-collaborative Arrangement Transactions | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | |||||||||
Total potential milestone payments | $ 800,000 | ||||||||
Additional Research Fees | License Agreement With Antibody Technology Company | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions | |||||||||
Total potential milestone payments | $ 600,000 | ||||||||
Collaborative arrangement amount paid and expensed | $ 300,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) $ / shares in Units, $ in Thousands | Sep. 04, 2013shares | Dec. 31, 2015USD ($)stock-based_compensation_plan$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2013USD ($)$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Number of stock-based compensations plans | stock-based_compensation_plan | 2 | |||
Shares reserved for issuance | 30,730,000 | |||
Remaining shares reserved for issuance | 1,890,000 | |||
Stock compensation expense | $ | $ 12,075 | $ 4,778 | $ 2,196 | |
Expected dividend yield | 0.00% | |||
Estimated forfeiture rate | 4.00% | |||
2003 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Number of shares of common stock which may be granted | 0 | |||
Remaining shares reserved for issuance | 155,884 | |||
2013 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Shares reserved for issuance | 1,500,000 | |||
Remaining shares reserved for issuance | 1,889,730 | |||
Additional shares authorized under new plan | 1,344,116 | |||
Annual increase in shares authorized under plan, shares threshold | 3,150,000 | |||
Percentage threshold of outstanding shares as of December 31 of each year for calculation of annual increase in authorized shares under the plan | 4.00% | |||
2013 ESPP | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Shares reserved for issuance | 275,000 | |||
Purchase price of common stock expressed as a percentage of the fair value of a share of common stock | 85.00% | |||
Stock compensation expense | $ | $ 300 | $ 100 | $ 0 | |
2003 and 2013 Plans | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Expiration period of options | 10 years | |||
Vesting period of stock options and restricted stock awards | 4 years | |||
Shares granted during period | 870,526 | 203,550 | 552,750 | |
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 24.29 | $ 24.39 | $ 15.27 | |
Shares exercised during period | (837,361) | (853,507) | (292,802) | |
Total proceeds from options exercised | $ | $ 4,000 | $ 3,200 | $ 700 | |
Aggregate intrinsic value of options exercised | $ | 25,200 | $ 26,300 | $ 7,000 | |
Unrecognized compensation expense related to unvested stock options | $ | $ 19,500 | |||
Weighted-average period of recognition (in years) | 2 years 3 months 22 days |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Total Compensation Cost Recognized for All Stock-based Awards (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total compensation cost recognized | $ 12,075 | $ 4,778 | $ 2,196 |
Research and Development | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total compensation cost recognized | 4,852 | 2,065 | 659 |
General and Administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total compensation cost recognized | $ 7,223 | $ 2,713 | $ 1,537 |
Stock-Based Compensation - Sc61
Stock-Based Compensation - Schedule of Stock Option Valuation Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award | |||
Expected dividend yield | 0.00% | ||
Equity Option | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Expected volatility | 67.00% | 70.90% | 71.50% |
Expected term (in years) | 6 years | 6 years | 6 years |
Risk-free interest rate | 1.67% | 1.82% | 1.85% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015USD ($)$ / sharesshares | ||
Number of Grants | ||
Outstanding at beginning of period (in shares) | shares | 3,230 | |
Canceled or forfeited (in shares) | shares | (72) | |
Outstanding at end of period (in shares) | shares | 3,191 | |
Exercisable (in shares) | shares | 1,997 | |
Vested and expected to vest (in shares) | shares | 3,135 | [1] |
Weighted- Average Exercise Price Per Share | ||
Outstanding at beginning of period (in dollars per share) | $ 9.77 | |
Granted (in dollars per share) | 40.01 | |
Exercised (in dollars per share) | 4.73 | |
Canceled or forfeited (in dollars per share) | 31.72 | |
Outstanding at end of period (in dollars per share) | 18.85 | |
Exercisable (in dollars per share) | 10.79 | |
Vested and expected to vest (in dollars per share) | $ 18.56 | [1] |
Weighted- Average Contractual Life (in years) | ||
Outstanding at end of period (in years) | 6 years 3 months 22 days | |
Exercisable (in years) | 4 years 11 months 23 days | |
Vested and expected to vest (in years) | 6 years 3 months 4 days | [1] |
Aggregate Intrinsic Value | ||
Outstanding at end of period (in dollars) | $ | $ 95,479,304 | [2] |
Exercisable (in dollars) | $ | 75,853,297 | [2] |
Vested and expected to vest (in dollars) | $ | $ 94,709,640 | [1],[2] |
[1] | This represents the number of vested options at December 31, 2015, plus the number of unvested options expected to vest at December 31, 2015, based on the unvested options outstanding at December 31, 2015, adjusted for the estimated forfeiture rate. | |
[2] | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the estimated fair value of the common stock for the options that were in the money at December 31, 2015 and 2014. |
Stock-based Compensation - Sc63
Stock-based Compensation - Schedule of Restricted Stock Unit Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2015 | |
Restricted Stock Units | ||
Number of Grants | ||
Unvested balance at beginning of period (in units) | 0 | |
Granted (in units) | 527,000 | |
Vested (in units) | 0 | |
Forfeited (in units) | (6,000) | |
Unvested balance at end of period (in units) | 521,000 | |
Weighted- Average Grant Date Fair Value | ||
Unvested balance at beginning of period (in dollars per share) | $ 0 | |
Granted (in dollars per share) | 31.67 | |
Vested (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 41.20 | |
Unvested balance at end of period (in dollars per share) | $ 31.57 | |
Certain Individuals | Restricted Stock Units | ||
Number of Grants | ||
Granted (in units) | 62,650 | |
Unvested balance at end of period (in units) | 57,150 | |
Weighted- Average Grant Date Fair Value | ||
Unrecognized compensation expense related to unvested restricted stock units | $ 1.7 | |
Weighted-average period of recognition (in years) | 2 years 4 months 21 days | |
Certain Individuals | Performance-Based Restricted Stock Units | ||
Number of Grants | ||
Granted (in units) | 464,000 | |
Weighted- Average Grant Date Fair Value | ||
Unrecognized compensation expense related to unvested restricted stock units | $ 12.4 | |
Weighted-average period of recognition (in years) | 2 years 9 months 29 days |
401(k) Savings Plan (Details)
401(k) Savings Plan (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | ||
Matching contribution, amount per employee | $ 5,000 | $ 2,500 |
Expenses related to 401(k) Savings Plan | $ 300,000 | $ 200,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating loss carryforwards | |||
(Loss) income before income taxes | $ (63.9) | $ (51.3) | $ (21.9) |
Increase in valuation allowance | 20 | ||
Federal | |||
Operating loss carryforwards | |||
Net operating loss carryforwards | 276.1 | 211.2 | |
Excess tax benefit related to the exercise of stock options | 38.9 | ||
State | |||
Operating loss carryforwards | |||
Net operating loss carryforwards | 229.8 | 165 | |
Excess tax benefit related to the exercise of stock options | 13.2 | ||
Research and development | Federal | |||
Operating loss carryforwards | |||
Tax credit carryforwards | 5.5 | 4.8 | |
Research and development | State | |||
Operating loss carryforwards | |||
Tax credit carryforwards | $ 3.5 | $ 2.9 |
Income Taxes Income Taxes - Com
Income Taxes Income Taxes - Components of the Company's Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
U.S. and state net operating loss carryforwards | $ 90,732 | $ 75,334 |
Research and development credits | 7,864 | 6,704 |
Deferred revenue | 1,883 | 2,348 |
Accruals and other temporary differences | 9,319 | 5,416 |
Total deferred tax assets | 109,798 | 89,802 |
Less valuation allowance | (109,798) | (89,802) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Federal income tax expense at statutory rate | 34.00% | 34.00% | 34.00% |
State income tax, net of federal benefit | 4.60% | 4.10% | (1.50%) |
Permanent differences | (8.30%) | 2.00% | (43.10%) |
Research and development credit | 1.20% | 1.60% | 0.70% |
Other | 0.00% | 4.60% | 0.00% |
Change in valuation allowance | (31.50%) | (46.30%) | 9.90% |
Effective income tax rate | 0.00% | 0.00% | 0.00% |
Long-Term Debt (Details)
Long-Term Debt (Details) - Loan Agreement $ in Millions | Jun. 07, 2012USD ($)paymentlender | Mar. 12, 2014USD ($) |
Long-term debt | ||
Number of lenders | lender | 3 | |
Aggregate principal amount | $ 20 | |
Payment period of debt | 42 months | |
Number of interest only payments | payment | 12 | |
Number of principal and interest payments | payment | 30 | |
Interest rate (as a percent) | 8.50% | |
Closing fee | $ 0.2 | |
Period of amortization of financing costs | 42 months | |
Additional deferred payment | $ 1.2 | $ 0.6 |
Effective interest rate (as a percent) | 11.80% | |
Prepayment fees recognized as additional expense | $ 0.3 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Revenues from Related Party (Details) $ in Thousands | Sep. 24, 2013shares | May. 31, 2014shareholdershares | Jan. 31, 2014shares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($)shares | Dec. 31, 2011shares | Jun. 30, 2010shares | Feb. 29, 2008shares |
Related Party Transaction | |||||||||
Number of outstanding warrants (in shares) | 398,000 | 422,000 | |||||||
Number of shareholders | shareholder | 5 | ||||||||
Reimbursement Revenue | $ | $ 16,913 | $ 12,959 | $ 13,282 | ||||||
Celgene | |||||||||
Related Party Transaction | |||||||||
Ownership percentage of entity's fully diluted equity | 12.30% | 12.80% | |||||||
Collaboration revenue | $ | $ 18,097 | $ 14,632 | 32,284 | ||||||
Deferred revenue | $ | 4,800 | 6,000 | |||||||
License and milestone | Celgene | |||||||||
Related Party Transaction | |||||||||
Collaboration revenue | $ | 1,184 | 1,673 | 19,626 | ||||||
Cost sharing, net | Celgene | |||||||||
Related Party Transaction | |||||||||
Reimbursement Revenue | $ | $ 16,913 | $ 12,959 | $ 12,658 | ||||||
Series C-1 Preferred Stock | Celgene | |||||||||
Related Party Transaction | |||||||||
Shares sold | 457,875 | ||||||||
Series E Preferred Stock | Celgene | |||||||||
Related Party Transaction | |||||||||
Shares sold | 36,496 | ||||||||
Series F Redeemable Convertible Preferred Stock | Celgene | |||||||||
Related Party Transaction | |||||||||
Shares sold | 1,990,446 | ||||||||
Common Stock | |||||||||
Related Party Transaction | |||||||||
Shares purchased by collaborators | 23,787 | 2,760,000 | 7,083,667 | ||||||
Common Stock | Celgene | |||||||||
Related Party Transaction | |||||||||
Number of outstanding warrants (in shares) | 38,979 | ||||||||
Initial Public Offering | |||||||||
Related Party Transaction | |||||||||
Shares purchased by collaborators | 6,417,000 | ||||||||
Initial Public Offering | Common Stock | Celgene | |||||||||
Related Party Transaction | |||||||||
Shares purchased by collaborators | 666,667 | ||||||||
Stock Purchase Agreements | Common Stock | Celgene | |||||||||
Related Party Transaction | |||||||||
Shares purchased by collaborators | 1,100,000 | 300,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 28, 2008 | |
Celgene | ||||
Related Party Transaction | ||||
Deferred revenue recognized | $ 18,097 | $ 14,632 | $ 32,284 | |
CEO | ||||
Related Party Transaction | ||||
Amount of note receivable issued | $ 200 | |||
Annual interest rate on note receivable (as a percent) | 3.11% | |||
Loan receivable forgiven | $ 200 |
Subsequent Events Narrative (De
Subsequent Events Narrative (Details) - Subsequent Event $ / shares in Units, $ in Millions | Jan. 11, 2016USD ($)$ / sharesshares |
Subsequent Event [Line Items] | |
Public offering share amount (in shares) | shares | 3,750,000 |
Price per share (in dollars per share) | $ / shares | $ 40 |
Aggregate net proceeds from the offering | $ | $ 140.4 |
Quarterly Financial Data (una72
Quarterly Financial Data (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||||
Total revenue | $ 3,804 | [1] | $ 4,155 | [1] | $ 5,717 | [1] | $ 4,420 | [1] | $ 3,739 | [1] | $ 3,508 | [1] | $ 4,078 | [1] | $ 3,307 | [1] | $ 18,097 | [2] | $ 14,632 | [2] | $ 57,230 | [2] | |
Total costs and expenses | 21,919 | [1] | 18,768 | [1] | 18,811 | [1] | 19,479 | [1] | 18,293 | [1] | 14,899 | [1] | 21,389 | [1] | 15,515 | [1] | 78,976 | 70,096 | 50,278 | ||||
Income (loss) from operations | (18,115) | [1] | (14,613) | [1] | (13,094) | [1] | (15,059) | [1] | (14,554) | [1] | (11,391) | [1] | (17,311) | [1] | (12,208) | [1] | (60,879) | (55,464) | 6,952 | ||||
Net loss | $ (27,082) | [1] | $ (11,858) | [1] | $ (10,383) | [1] | $ (14,574) | [1] | $ (17,617) | [1] | $ (7,972) | [1] | $ (16,550) | [1] | $ (9,120) | [1] | $ (63,894) | $ (51,259) | $ (21,898) | ||||
Basic net income (loss) per share (in dollars per share) | [1],[3] | $ (0.81) | $ (0.36) | $ (0.32) | $ (0.45) | $ (0.55) | $ (0.25) | $ (0.52) | $ (0.30) | ||||||||||||||
Diluted net income (loss) per share (in dollars per share) | [1],[3] | $ (0.81) | $ (0.36) | $ (0.32) | $ (0.45) | $ (0.55) | $ (0.25) | $ (0.52) | $ (0.30) | ||||||||||||||
[1] | The amounts were computed independently for each quarter, and the sum of the quarters may not total the annual amounts. | ||||||||||||||||||||||
[2] | ___________________________________________________________ (1) Includes related party revenue (Note 15)$18,097 $14,632 $32,284 | ||||||||||||||||||||||
[3] | Applicable to common stockholders |