Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 01, 2017 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Albireo Pharma, Inc. | |
Entity Central Index Key | 1,322,505 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | ALBO | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 6,292,644 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 20,143 | $ 29,931 |
Trade receivables | 1 | 26 |
Prepaid expenses and other assets | 553 | 560 |
Other receivables | 640 | 344 |
Total current assets | 21,337 | 30,861 |
Property and equipment, net | 111 | 21 |
Intangible assets | 150 | 150 |
Goodwill | 18,110 | 18,110 |
Other noncurrent assets | 594 | 518 |
Total assets | 40,302 | 49,660 |
Current liabilities: | ||
Trade payables | 1,309 | 972 |
Accrued expenses | 3,949 | 7,548 |
Long-term debt, current portion | 2,488 | 3,075 |
Warrant liability | 1,202 | 844 |
Other liabilities | 126 | 269 |
Total current liabilities | 9,074 | 12,708 |
Long-term liabilities | 21 | |
Total liabilities | 9,095 | 12,708 |
Stockholders' Equity: | ||
Common stock, $0.01 par value per share — 200,000,000 authorized at March 31, 2017 and December 31, 2016; 6,292,644 issued and outstanding at March 31, 2017 and December 31, 2016 | 63 | 63 |
Additional paid in capital | 62,743 | 61,338 |
Accumulated other comprehensive income | 1,017 | 1,496 |
Accumulated deficit | (32,616) | (25,945) |
Total stockholders’ equity | 31,207 | 36,952 |
Total liabilities and stockholders’ equity | $ 40,302 | $ 49,660 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 6,292,644 | 6,292,644 |
Common stock, shares outstanding | 6,292,644 | 6,292,644 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Revenue | $ 1,000 | $ 124,000 |
Operating expenses: | ||
Research and development | 2,812,000 | 1,597,000 |
General and administrative | 3,212,000 | 1,306,000 |
Other (income) expense, net | 74,000 | (155,000) |
Total operating expenses | 6,098,000 | 2,748,000 |
Operating loss | (6,097,000) | (2,624,000) |
Interest expense, net | (249,000) | (526,000) |
Non-operating expense, net | (325,000) | (89,000) |
Net loss before income taxes | (6,671,000) | (3,239,000) |
Income tax | 0 | 0 |
Net loss | $ (6,671,000) | $ (3,239,000) |
Net loss per share - basic and diluted | $ (1.06) | $ (12.20) |
Weighted-average shares outstanding - basic and diluted | 6,292,644 | 265,560 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (6,671) | $ (3,239) |
Other comprehensive income: | ||
Foreign currency translation adjustment | (479) | (339) |
Total other comprehensive (loss) income | (479) | (339) |
Total comprehensive loss | $ (7,150) | $ (3,578) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (6,671) | $ (3,239) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Accretion of debt discount and amortization of issuance costs | 171 | 277 |
Depreciation and amortization | 5 | 4 |
Change in fair value of financial instruments | 333 | 89 |
Stock-based compensation expense | 1,405 | |
Changes in operating assets and liabilities: | ||
Trade receivables | 26 | (434) |
Prepaid expenses and other current assets | 8 | 103 |
Other receivables | (300) | (16) |
Other noncurrent assets | (77) | |
Trade payables | 334 | 716 |
Accrued expenses | (3,623) | 143 |
Other liabilities and long term liabilities | (140) | 16 |
Net cash used in operating activities | (8,529) | (2,341) |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (95) | (3) |
Net cash used in investing activities | (95) | (3) |
Cash flows from financing activities: | ||
Payments of principal on borrowings | (789) | (323) |
Net cash used in financing activities | (789) | (323) |
Effect of exchange rate changes on cash and cash equivalents | (375) | (41) |
Net decrease in cash and cash equivalents | (9,788) | (2,708) |
Cash and cash equivalents—beginning of period | 29,931 | 5,120 |
Cash and cash equivalents—end of period | 20,143 | 2,412 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | $ 78 | $ 199 |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Basis of Presentation | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and Basis of Presentation | 1. Summary of significant accounting policies and basis of presentation Organization and Share Exchange Albireo Pharma, Inc. (Parent), together with its direct and indirect subsidiaries (the Company), is a clinical-stage biopharmaceutical company focused on the development and commercialization of novel bile acid modulators to treat orphan pediatric liver diseases and other liver and gastrointestinal diseases and disorders. The Company’s clinical pipeline includes two Phase 2 product candidates, plus a third product candidate for which an application for regulatory approval has been filed in Japan. A4250, the Company’s lead product candidate, is in development initially for the treatment of progressive familial intrahepatic cholestasis (PFIC), a rare, life-threatening genetic disorder affecting young children. Prior to November 3, 2016, Parent’s name was Biodel Inc. (Biodel). On that date, Biodel effected a 1-for-30 reverse stock split of its common stock (Reverse Stock Split) and completed a share exchange transaction with Albireo Limited, a limited company domiciled in London, United Kingdom, in accordance with the terms of an Amended and Restated Share Exchange Agreement, dated as of July 13, 2016, by and among Biodel, Albireo Limited and the shareholders and noteholders of Albireo Limited (the Agreement). Pursuant to the Agreement, each holder of shares or notes convertible into shares of Albireo Limited received newly issued shares of Biodel common stock and Albireo Limited became a wholly owned subsidiary of Biodel (the Transaction). Following completion of the Transaction, the business of Albireo Limited became the business of Parent and Parent changed its name to Albireo Pharma, Inc. For accounting purposes, the Transaction was treated as a “reverse acquisition” and Albireo Limited was considered the accounting acquirer. Accordingly, with respect to periods prior to completion of the Transaction, the accompanying Condensed Consolidated Financial Statements reflect the historical results of Albireo Limited and its direct and indirect subsidiaries and do not include the historical results of Biodel prior to completion of the Transaction. All share and per share information for periods prior to completion of the Transaction has been retroactively adjusted to reflect the exchange of shares in the Transaction based on an exchange ratio of 0.06999 and, where applicable, the Reverse Stock Split. Basis of presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and accompanying notes included in Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for fair presentation have been included in the Condensed Consolidated Financial Statements. The results of operations for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the full fiscal year, any other interim period or any future fiscal year. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). Any reference in these Condensed Consolidated Financial Statements to common stock or options or warrants to purchase shares of common stock of the Company means the common stock or options or warrants to purchase shares of common stock of Parent. Any reference in these Condensed Consolidated Financial Statements to common stock means, for periods prior to November 3, 2016, Ordinary shares of Albireo Limited. The Company has reclassified certain amounts in the Condensed Consolidated Balance Sheet as of December 31, 2016 from Advances from licensees and from Common stock warrant liability to Other liabilities to conform to the current year presentation. Principles of consolidation The accompanying Condensed Consolidated Financial Statements include the accounts of Parent and its direct or indirect wholly owned subsidiaries, Albireo Limited, Albireo AB, Elobix AB, Albireo, Inc and, for periods following completion of the Transaction, Biodel UK Limited. All intercompany balances and transactions have been eliminated in consolidation. Foreign currency translation Functional and presentation currency Items included in the financial statements of each entity comprising the Company are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The functional currency for Parent and Albireo, Inc. is the U.S. Dollar (USD), the functional currency for Albireo Limited, Elobix AB and Biodel U.K. is the Euro, and the functional currency for Albireo AB is the Swedish Krona (SEK). The Company consolidates its financial statements in USD. Transactions and balances Foreign currency transactions in each entity comprising the Company are remeasured into the functional currency of the entity using the exchange rates prevailing at the respective transaction dates. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized within Other income (expense), net in the Condensed Consolidated Statements of Operations. The results and financial position of the Company and its subsidiaries that have a functional currency different from the presentation currency are translated into the presentation currency as follows: a. assets and liabilities presented are translated at the closing exchange rate as of March 31, 2017 and December 31, 2016; b. income and expenses for each statement of comprehensive loss are translated at the average exchange rates that are relevant for the period reported; c. significant transactions use the closing exchange rate on the date of the transaction; and d. all resulting exchange differences arising from such translation are recognized directly in other comprehensive loss and presented as a separate component of equity. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets, liabilities, revenues and expenses reported in the financial statements and accompanying notes. Management must apply significant judgment in this process. On an ongoing basis, the Company evaluates its estimates and assumptions, including but not limited to accruals, deferred tax assets and warrant liability estimated at fair value. Actual results could materially differ from these estimates. Research and development expenses Research and development costs are expensed as incurred and include primarily salaries, benefits and other staff-related costs; clinical trial and related clinical manufacturing costs; contract services and other outside costs. The Company’s preclinical studies and clinical trials are performed by third-party contract research organizations (CROs). Some of these expenses are billed monthly for services performed, while others are billed based upon milestones achieved. For preclinical studies, the significant factors used in estimating accruals include the percentage of work completed to date and contract milestones achieved. For clinical trial expenses, the significant factors used in estimating accruals include the number of patients enrolled and percentage of work completed to date or contract milestones achieved. The Company’s estimates are highly dependent upon the timeliness and accuracy of the data provided by the respective CROs regarding the status of the contracted activity, with adjustments made when deemed necessary. Revenue recognition Revenue is generated from the receipt of upfront or license fees, milestone payments and payments for pharmaceutical ingredient or related procurement services that are made pursuant to out-licensing or related supply agreements. Where an out-licensing arrangement of the Company involves the provision of multiple elements that may contain different remuneration arrangements such as upfront payments, milestone payments or product sales, the arrangement is assessed to determine whether separate delivery of the individual elements of such arrangement comprises more than one unit of accounting. The delivered elements are separated if (a) they have value to the licensee on a stand-alone basis, (b) there is objective and reliable evidence of the fair value of the undelivered element(s) and (c) if the arrangement includes a general right of return relative to the delivered element(s), delivery or performance of the undelivered element(s) is considered probable and is substantially in the control of the Company. Allocation of revenue to the different elements that require separate accounting is based on the separate selling prices determined for each component, and total consideration is then allocated pro rata across the components of the arrangement. If separate selling prices are not available, the Company will use its best estimate of such selling prices, consistent with the overall pricing strategy and relevant market factors. The Company has determined that each element of its out-licensing agreements is a separate and distinct unit of accounting, and, as such, the fair value of each element has been subscribed and recognized as follows: • Nonrefundable upfront payments received from the Company’s out-licensing agreements relating to technical expertise and intellectual property are recognized in income if all rights relating to the intellectual property and all obligations resulting from them have been relinquished under the contract terms and the Company has no continuing material obligation to perform under the agreement. However, if rights to the intellectual property continue to exist or obligations resulting from them have yet to be fulfilled, the payments received would be deferred until all rights and obligations have been fulfilled. • Nonrefundable payments that are linked to the achievement of significant and substantive development or regulatory milestones in the research and development process are recognized as revenue upon the achievement of the specified milestone. • Revenue and costs associated with procurement services associated with pharmaceutical ingredients are recognized net in revenue when title and risk of loss of the pharmaceutical ingredients have passed to the licensee as the Company is not the primary obligor and revenue and costs associated with related procurement services are recognized net in revenue when the Company is contractually bound. As of March 31, 2017, the Company had a license agreement with EA Pharma Co., Ltd. (EA Pharma, formerly Ajinomoto Pharmaceuticals Co., Ltd.), entered into in 2012, to develop a select product candidate (elobixibat) for registration and subsequent commercialization in select markets. The Company satisfied its material performance obligations under the agreement in 2012, upon the delivery of technical expertise and intellectual property rights to EA Pharma. Payments resulting from pharmaceutical ingredient or related procurement services are recognized as revenue as the activities are performed and are presented on a net basis. Revenue is recorded on a net basis because the Company acts as an agent, as it does not have discretion to change suppliers and does not perform any part of the services or manufacture of the subject pharmaceutical ingredients. The costs associated with these activities are netted against the related revenue in the Condensed Consolidated Statements of Operations. For certain contingent payments under research and development arrangements, the Company recognizes revenue using the milestone method. Under the milestone method, a payment that is contingent upon the achievement of a substantive milestone is recognized in its entirety in the period in which the milestone is achieved. A milestone is an event: (i) that can be achieved based in whole or in part on either the Company’s performance or on the occurrence of a specific outcome resulting from the Company’s performance, (ii) for which there is substantive uncertainty at the date the arrangement is entered into that the event will be achieved and (iii) that would result in additional payments being due to the Company. The determination that a milestone is substantive requires estimation and judgment and is made at the inception of the arrangement. Milestones are considered substantive when the consideration earned from the achievement of the milestone is: (A) commensurate with either the Company’s performance to achieve the milestone or the enhancement of value of the item delivered as a result of a specific outcome resulting from the Company’s performance to achieve the milestone, (B) related solely to past performance and (C) reasonable relative to all deliverables and payment terms in the arrangement. In making the determination as to whether a milestone is substantive or not, management of the Company considers all facts and circumstances relevant to the arrangement, including factors such as the scientific, regulatory, commercial and other risks that must be overcome to achieve the milestone, the level of effort and investment required to achieve the milestone and whether any portion of the milestone consideration is related to future performance or deliverables. The Company has evaluated each milestone specified under its license agreement with EA Pharma and determined the milestone to be substantive. Under the terms of the license agreement with EA Pharma, the Company was eligible as of March 31, 2017 to receive up to approximately (a) €13.3 million ($14.2 million based on the Euro to USD exchange rate as of March 31, 2017) if specified regulatory events are achieved for elobixibat in Japan and (b) ¥3.5 billion ($31.4 million based on the Japanese Yen to USD exchange rate as of March 31, 2017) if specified sales milestones are achieved for elobixibat following regulatory approval in any country in EA Pharma’s licensed territory. The likelihood that the Company will achieve any particular milestone event with respect to elobixibat in any particular period, or at all, is uncertain, and the Company may not earn any future milestone payment with respect to elobixibat in any particular period, or ever. In addition, the Company is eligible to receive stepped royalties beginning in the high single digits on any future elobixibat product sales. The Company will recognize royalty revenue in the period of sale of elobixibat, based on the underlying contract terms, provided that the reported sales are reliably measurable and the Company has no remaining performance obligations, assuming all other revenue recognition criteria are met. Loss contingencies Loss contingencies are recorded as liabilities when it is probable that a liability has occurred and the amount of loss is reasonably estimable. Disclosure is required when there is a reasonable possibility that an ultimate loss will be material. Contingent liabilities are often resolved over long periods of time. Estimating probable losses requires analysis that often depends on judgments about potential actions by third parties, such as regulators. Recently adopted accounting pronouncements In March 2016, the FASB issued ASU No. 2016-09, “ Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting Accounting pronouncements issued but not yet adopted In May 2014, the FASB issued ASU No. 2014-09, “ Revenue from Contracts with Customers: (Topic 606) Revenue Recognition Property, Plant, and Equipment Intangibles-Goodwill and Other consolidated In February 2016, the FASB issued ASU 2016-02, “ Leases (Topic 842) In September 2016, the FASB issued ASU 2016-15, “ Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 2. Fair value of financial instruments In measuring fair value, the Company evaluates valuation techniques such as the market approach, the income approach and the cost approach. A three-level valuation hierarchy, which prioritizes the inputs to valuation techniques that are used to measure fair value, is based upon whether such inputs are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions made by the reporting entity. The three-level hierarchy for the inputs to valuation techniques is briefly summarized as follows: Level 1—Observable inputs such as quoted prices (unadjusted) for identical Level 2—Observable inputs such as quoted prices for similar Level 3—Unobservable inputs that reflect the reporting entity’s estimate of assumptions that market participants would use in pricing the asset or liability. The following tables present the fair values for the Company’s financial instruments as well as the input levels used to determine these fair values as of March 31, 2017 and December 31, 2016. The Company values its current assets, which include trade and other receivables, and liabilities, which include advances from licensees and accounts payable, at historical cost, which approximates fair value. The fair value of the Loan Facility (see Note 7) was $2.5 million as of March 31, 2017. The Company used the income approach to value the Loan Facility. Total Carrying Value on the Condensed Consolidated Balance Sheet Fair Value Measurements Fair Value Level March 31, 2017 December 31, 2016 March 31, 2017 December 31, 2016 (in thousands) Financial Instruments Recorded at Fair Value on a Recurring Basis Current liabilities: Warrant liability 3 $ 1,202 $ 844 $ 1,202 $ 844 On December 17, 2014, the Company (Albireo Limited) executed a convertible loan instrument, which provided 1,251,000 €1.00 ($1.12) unsecured convertible loan notes (2014 Convertible Loans), denominated in Euros, and was subsequently amended on October 1, 2015. On October 1, 2015, the Company executed a convertible loan instrument which provided 5,000,000 $1.00 unsecured convertible loan notes (the 2015 Convertible Loans), denominated in USD. The Company estimated the fair value of the derivative liabilities associated with the 2014 Convertible Loans to be $0.6 million (€0.5 million) as of March 31, 2016 and the fair value of the derivative liabilities associated with the 2015 Convertible Loans to be $1.5 million as of March 31, 2016. For the three months ended March 31, 2016 the Company recorded a decrease of $102,000 in the fair value of the 2014 Convertible Loans and 2015 Convertible Loans in its Condensed Consolidated Statement of Operations. Immediately prior to completion of the Transaction on November 3, 2016, the conversion rights for the 2014 Convertible Loans and the 2015 Convertible Loans were exercised. The Company recorded an increase of $358,000 in the fair value of the Replacement Kreos Warrants (defined below) for the three months ended March 31, 2017, and an increase of $191,000 in the fair value of the Warrants (defined below) for the three months ended March 31, 2016. There were no transfers from one Level to another Level during the periods reported. Warrants In connection with the Loan Facility, the Company issued to Kreos Capital IV (Expert Fund) Limited (Kreos Capital) detachable warrants with a right to acquire shares at €720,000 (the Warrants). The Company recognized the Warrants at fair value at the time of execution of the Loan Facility and remeasured their fair value on a recurring basis thereafter. In connection with the Transaction, the Warrants were replaced with warrants to purchase 67,271 shares of the Company’s common stock at an exercise price of $11.78 per share (the Replacement Kreos Warrants). The Replacement Kreos Warrants were valued as of March 31, 2017 at $1.2 million. The exchange was accounted for as a modification whereby the fair value of the Replacement Kreos Warrants was compared to the fair value of the Warrants immediately before the terms were modified, measured based on the market price of the common stock of the Company and other pertinent factors on the date of the modification. See Note 7 for a further description of the Warrants and Loan Facility. Beginning with the quarter ended June 30, 2016, the Company estimated the fair value of the Warrants, primarily using the binomial method. The key assumptions used in the binomial method to estimate the fair value of the Replacement Kreos Warrants as of March 31, 2017 included the following: March 31, 2017 Stock price $ 24.00 Exercise price $ 11.78 Term (in years) 0.25 Risk-free interest rate 0.76 % Volatility 62.6 % The key assumptions used in the binomial method to estimate the fair value of the Replacement Kreos Warrants as of December 31, 2016, included the following: December 31, 2016 Stock price $ 17.73 Exercise price $ 11.78 Term (in years) 1.00 Risk-free interest rate 0.85 % Volatility 83.4 % The fair values of the Replacement Kreos Warrants were determined to be $844,000 as of December 31, 2016 and $1.2 million as of March 31, 2017, an increase of $358,000. The values were each classified as a current liability because the Replacement Kreos Warrants are immediately exercisable. The significant unobservable input used to estimate the fair value of the Replacement Kreos Warrants was the term (in years). The Company performed sensitivity analysis regarding this input and the value of the Replacement Kreos Warrants was found to be as follows using a hypothetical 0.5 year decrease or 0.5 year increase in the term (in thousands): March 31, 2017 December 31, 2016 +0.5 -0.5 +0.5 -0.5 Term $ 1,194 $ 1,201 $ 833 $ 829 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 3. Commitments and contingencies Operating lease commitments Parent is a party to an Office Lease Agreement with SHIGO 10 PO Owner LLC for approximately 5,116 rentable square feet in the building located at 10 Post Office Square, Boston, Massachusetts, which serves as Parent’s executive offices. The initial term of the lease is 62 months beginning on March 1, 2017. Parent has the option to extend the lease one time for an additional 5-year period. Following a two-month rent abatement period, Parent is obligated to make monthly rent payments in an amount beginning at $20,997 and escalating by approximately 2% annually for the term of the lease. In addition, Parent is responsible under the lease for specified costs and charges, including certain operating expenses, utilities, taxes and insurance. Albireo AB is a party to a 36-month building lease for approximately 5,113 square feet of office space in Gothenburg, Sweden. The current quarterly payment under the lease is 318,197 SEK ($36,886 based on the SEK to USD exchange rate as of March 31, 2017) and subject to change based on applicable taxes and otherwise to increase based on changes in the Swedish Consumer Price Index (CPI). The current term of the lease expires in November 2019, but renews automatically thereafter for consecutive three-year terms unless notice of nonrenewal is given by either party at least nine months prior to the end of the then-current term, subject to Albireo AB’s right to terminate the lease at any time upon six months’ notice. As of March 31, 2017, future minimum commitments under facility operating leases were $1,381,000. Rent expense recognized under the Company’s operating leases was $92,000 and $27,000 for the three months ended March 31, 2017 and 2016, respectively. Agreements with CROs As of March 31, 2017, the Company had various agreements with CROs for the conduct of specified research and development activities and, based on the terms of the respective agreements, may be required to make future payments of up to $4.7 million upon the completion of contracted work. Other Commitments In connection with the spin-off of Albireo Limited from AstraZeneca in 2008 and associated transfer agreements, the Company became party to an assignment agreement between AstraZeneca and a named inventor on a patent related to elobixibat. In connection with this agreement, the inventor is entitled upon the initial launch of a pharmaceutical product that constitutes an IBAT inhibitor in specified countries to a one-time “launch fee” payment of SEK 4.0 million ($464,000, based on the SEK to USD exchange rate as of March 31, 2017). |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 4. Net loss per share Basic net loss per share, or Basic EPS, is calculated by dividing the net loss by the weighted average number of shares of common stock outstanding. Diluted net loss per share, or Diluted EPS, is calculated by dividing the net loss by the weighted-average number of shares of common stock. If the Company were in a net income position, Diluted EPS would be calculated by dividing the net income by the weighted-average number of shares of common stock plus dilutive common stock equivalents outstanding. The following table sets forth the computation of Basic EPS and Diluted EPS (in thousands, except for share and per share data): Three Months Ended March 31, 2017 2016 Basic and Diluted EPS: Numerator Net loss $ (6,671 ) $ (3,239 ) Net loss $ (6,671 ) $ (3,239 ) Denominator Weighted average number of shares 6,292,644 265,560 Number of shares used for basic and diluted EPS computation 6,292,644 265,560 Basic and Diluted EPS $ (1.06 ) $ (12.20 ) As described in Note 1, “Organization and Share Exchange,” the share and per share information as of and for the period ended March 31, 2016 has been retroactively adjusted to reflect the exchange of shares in the Transaction based on an exchange ratio of 0.06999 and does not include the historical results of Biodel. The following weighted-average outstanding common stock equivalents were excluded from the computation of Diluted EPS for the periods presented because including them would have been anti-dilutive: Three Months Ended March 31, 2017 2016 Convertible preference shares (on an as-converted basis) — 2,754,386 Warrants to purchase convertible preference shares (on an as-converted basis) — 177,215 Warrants to purchase common stock 67,271 67,271 Options to purchase common stock 735,329 — |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income taxes | 5. Income taxes The Company did not record a tax provision or benefit for the three months ended March 31, 2017 or March 31, 2016. The Company has continued to maintain a full valuation allowance against its net deferred tax assets. The Company has had an overall net operating loss position since its inception. The Company had approximately $53.3 million in valuation allowances recorded against its deferred tax assets as of both March 31, 2017 and December 31, 2016. The Company’s 2015 federal tax return, in respect of its predecessor (Biodel), is under examination. |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation | 6. Stock-based Compensation On November 3, 2016, the Albireo Pharma, Inc. 2016 Equity Incentive Plan (the 2016 Equity Plan) was approved by the Company’s stockholders. The 2016 Equity Plan replaced Biodel’s 2010 Stock Incentive Plan, as amended (the 2010 Plan), in connection with completion of the Transaction. The 2016 Equity Plan authorized the issuance of up to 635,000 shares, plus up to 249,059 shares issued if awards outstanding under the 2010 Plan were cancelled, forfeited or expired on or after the Transaction. All stock options outstanding under the 2010 Plan remain in full force and effect pursuant to their terms and the terms of the 2010 Plan. The 2016 Equity Plan is structured to comply with the requirements imposed by Section 162 (m) of the Internal Revenue Code of 1986, as amended, and related regulations. Prior to completion of the Transaction, Albireo Limited adopted a share option plan on March 18, 2016, providing for the grant of share options to employees, consultants, officers and directors of Albireo Limited or its subsidiaries (the Pre-Transaction Plan). The Pre-Transaction Plan was amended by Albireo Limited on April 18, 2016. Pursuant to the terms of the Pre-Transaction Plan and prior to completion of the Transaction, Albireo Limited issued or granted options to purchase 246,666 Ordinary A shares. These options were classified as a liability on the basis that they were granted in a currency other than the functional currency of the employing entity of the recipients and were subject to revaluation until exercised or forfeited. The options were replaced with options to purchase shares of the Company’s common stock in conjunction with the Transaction. The replacement was accounted for as a modification whereby the fair value of the replacement awards was compared to the fair value of the original award immediately before the terms were modified, measured based on the market price of the common stock of Biodel and other pertinent factors on the date of the modification. The options were then classified as equity awards with the liability reclassified to Additional paid in capital. The Company’s employment agreements with certain of its executives provide that, upon a change of control as defined, all of the then outstanding unvested options and any other rights to purchase Company shares will become fully vested and exercisable and any vesting-like restrictions will lapse in full, unless earlier vesting is provided for in the applicable program under which such option or other right to purchase Company shares was granted or under applicable law. The Transaction was not a change of control under the employment agreements. The Company recognized stock-based compensation expense for employees in the accompanying Condensed Consolidated Statements of Operations as follows (in thousands): Three Months Ended March 31, 2017 2016 General and administrative $ 1,405 $ — Total stock-based compensation $ 1,405 $ — A summary of the outstanding stock options as of March 31, 2017 is as follows: Stock Options Outstanding Number of Shares Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding—December 31, 2016 694,869 $ 26.71 7.35 $ 6,435 Granted 200,400 $ 19.12 — $ — Expirations (41,810 ) $ 181.84 — $ — Outstanding—March 31, 2017 853,459 $ 17.33 8.71 $ 10,636 Exercisable—March 31, 2017 254,621 26.25 6.85 $ 4,413 Vested or expected to vest at—March 31, 2017 834,037 17.71 8.70 $ 10,189 Aggregate intrinsic value represents the difference between the estimated fair value of the underlying common stock and the exercise price of outstanding, in-the-money options. Options to purchase 19,422 shares of common stock are performance based and vest upon the date the Company files a drug approval application for its product candidate A4250 for any orphan indication, if such filing occurs prior to a specified date. This unvested performance-based option is excluded from the vested or expected to vest balance as of March 31, 2017. As of March 31, 2017, the total unrecognized compensation expense related to unvested options was $7.5 million, which the Company expects to recognize over a weighted average vesting period of 2.6 years. In determining the estimated fair value of the stock-based awards, the Company uses the Black-Scholes option pricing model and assumptions discussed below. Each of these inputs is subjective and generally requires significant judgment to determine. The fair value of stock option awards granted during the three months ended March 31, 2017, was estimated with the following assumptions: As of March 31, 2017 Price per share of common stock $18.54-$19.19 Expected term (in years) 6.0-6.1 Risk-free interest rate 2.12% Expected volatility 78.4 Dividend rate 0% The Company recorded additional stock-based compensation expense of $788,000 in the general and administrative line in its Condensed Consolidated Statement of Operations for the three months ended March 31, 2017. The additional expense was attributable to the correction of an understatement of expense recorded for the year ended December 31, 2016 due to the use of incorrect service periods for stock options. The Company determined the error was not material to any prior period and does not expect the correction in the three months ended March 31, 2017 to be material to its 2017 annual financial statements. |
Long-term Debt
Long-term Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-term Debt | 7. Long-term debt March 31, 2017 December 31, 2016 (in thousands) Long-term debt, including current portion: Loan Facility $ 2,488 $ 3,075 Total debt 2,488 3,075 Less: current portion (2,488 ) (3,075 ) Long-term debt $ — $ — Loan Facility The Company (in particular, Albireo Limited) executed a loan agreement (Loan Facility) with Kreos Capital IV (UK) Limited (Kreos UK) in December 2014, at which time the Company borrowed €6.0 million ($7.3 million). The Loan Facility has a term of 36 months with principal and interest payable monthly, with an annual interest rate of 11.5%. In addition, the Company is required to make an end-of-loan payment equal to 1.25% of the amounts lent by Kreos UK. The amount outstanding as of March 31, 2017 was $2.5 million (€2.3 million). The outstanding amount is due and payable in average monthly installments of €249,000 ($273,000, based on the Euro to USD exchange rate as of March 31, 2017) and an end of loan payment of €670,000 ($736,000, based on the Euro to USD exchange rate as of March 31, 2017) due and payable on December 1, 2017. The Company is accreting the debt discount of $233,000 remaining as of March 31, 2017 over the remaining nine months of the loan term. Interest expense included $171,000 and $230,000 of discount accretion for the three months ended March 31, 2017 and 2016, respectively. The Company has the option to redeem all outstanding amounts. Upon the occurrence of a sale or a change of control, the Company shall redeem the principal, accrued interest and other fees, and remaining interest payments calculated until the end of the term, discounted by 5%. Parent’s subsidiary, Albireo Limited, has pledged its shares in its subsidiary, Albireo AB, and has granted a debenture (incorporating fixed and floating charges) over its assets by way of security for the obligations it owes under the Loan Facility. The Loan Facility is guaranteed by Parent and two of Parent’s indirect subsidiaries, Elobix AB and Albireo AB, as the principal obligors that have severally agreed to indemnify and keep indemnified Kreos UK in full and on demand from and against all and any losses, costs, claims, liabilities, damages, demands and expenses suffered or incurred by Kreos UK arising out of, or in connection with, any failure of the Company to perform or discharge any of its obligations or liabilities. In addition, Parent, Elobix AB and Albireo AB have agreed to pledge the following: • Parent shares in Albireo Limited • Albireo AB shares in Elobix AB • Albireo AB bank accounts • Albireo AB A4250 patents • Elobix elobixibat patents • Elobix bank accounts Although the bank accounts of Albireo AB and Elobix AB were pledged, Albireo AB and Elobix AB are not restricted from using the cash for working capital requirements. The Company also pledged its present and future rights to fees, royalties and other payments due and payable any time under its license agreement with EA Pharma to Kreos UK in support of the Loan Facility. On February 4, 2016, the Company (in particular, Albireo Limited) entered a Deed of Variation related to the Loan Facility. Under the terms of the Deed of Variation, the timing of principal payments was changed such that €512,000 ($562,000, based on the Euro to USD exchange rate as of March 31, 2017) of the payments was deferred to become payable at the end of the loan term. The total principal due under the Loan Facility remained unchanged. In addition, there were no changes to the maturity date or the stated interest rate. The Company accounted for the amendment to the Loan Facility prospectively in accordance with ASC 470-50, Modifications and Extinguishments In connection with the Loan Facility, the Company issued to Kreos Capital detachable warrants with a right to acquire shares at €720,000 to purchase certain shares of the Company’s stock under specified circumstances (the Warrants). In connection with the Transaction, the Warrants were replaced with a warrant to purchase 67,271 shares of the Company’s common stock at an exercise price of $11.78 per share (Replacement Kreos Warrants). The Company estimated the fair value of the Replacement Kreos Warrants as of March 31, 2017 to be $1.2 million. The exchange was accounted for as a modification whereby the fair value of the Replacement Kreos Warrants was compared to the fair value of the Warrants immediately before the terms were modified, measured based on the market price of the common stock of the Company and other pertinent factors on the date of the modification. The term of the Replacement Kreos Warrants is five years. After the Transaction, the Replacement Kreos Warrants were classified as liabilities because the amount of shares used to settle the Replacement Kreos Warrants is not fixed, as the Replacement Kreos Warrants contain certain price protections. Subsequent to the replacement, fair value of the Replacement Kreos Warrants is remeasured at each reporting period until settled, with any changes in fair value recorded in the consolidated statement of operations. |
Derivatives
Derivatives | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivatives | 8. Derivatives The following disclosures summarize the fair value of derivative instruments not designated as hedging instruments in the Condensed Consolidated Balance Sheet as of March 31, 2017 and the effects of changes in fair value related to those derivative instruments on the Condensed Consolidated Statements of Operations for the three months ended March 31, 2017 (in thousands): Derivative Instruments Not Designated as Hedging Instruments Balance Sheet Location March 31, 2017 December 31, 2016 Warrants liability Current liabilities 1,202 844 Effect of Derivative Instruments Not Location of Gains Three Months Ended March 31, Designated as Hedging Instruments (Losses) Recognized 2017 2016 Derivative liabilities Non-operating expense, net $ — $ 102 Warrants liability Non-operating expense, net (358 ) (191 ) The derivative liabilities related to the conversion feature embedded in the 2014 Convertible Loans and 2015 Convertible Loans have been separately recognized at their respective fair values. The Company determined that embedded features met the definition of a derivative and were required to be recorded at fair value at issuance and remeasured for each reporting period thereafter. |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | 9. Goodwill On November 3, 2016, the Company completed the Transaction pursuant to the Agreement, which resulted in goodwill recorded of $18.1 million. The Company has performed its assessment for indicators of impairment and concluded that there were no such indicators as of March 31, 2017. There was no change in the carrying amount of goodwill for the three months ended March 31, 2017. |
Summary of Significant Accoun16
Summary of Significant Accounting Policies and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Organization and Share Exchange | Organization and Share Exchange Albireo Pharma, Inc. (Parent), together with its direct and indirect subsidiaries (the Company), is a clinical-stage biopharmaceutical company focused on the development and commercialization of novel bile acid modulators to treat orphan pediatric liver diseases and other liver and gastrointestinal diseases and disorders. The Company’s clinical pipeline includes two Phase 2 product candidates, plus a third product candidate for which an application for regulatory approval has been filed in Japan. A4250, the Company’s lead product candidate, is in development initially for the treatment of progressive familial intrahepatic cholestasis (PFIC), a rare, life-threatening genetic disorder affecting young children. Prior to November 3, 2016, Parent’s name was Biodel Inc. (Biodel). On that date, Biodel effected a 1-for-30 reverse stock split of its common stock (Reverse Stock Split) and completed a share exchange transaction with Albireo Limited, a limited company domiciled in London, United Kingdom, in accordance with the terms of an Amended and Restated Share Exchange Agreement, dated as of July 13, 2016, by and among Biodel, Albireo Limited and the shareholders and noteholders of Albireo Limited (the Agreement). Pursuant to the Agreement, each holder of shares or notes convertible into shares of Albireo Limited received newly issued shares of Biodel common stock and Albireo Limited became a wholly owned subsidiary of Biodel (the Transaction). Following completion of the Transaction, the business of Albireo Limited became the business of Parent and Parent changed its name to Albireo Pharma, Inc. For accounting purposes, the Transaction was treated as a “reverse acquisition” and Albireo Limited was considered the accounting acquirer. Accordingly, with respect to periods prior to completion of the Transaction, the accompanying Condensed Consolidated Financial Statements reflect the historical results of Albireo Limited and its direct and indirect subsidiaries and do not include the historical results of Biodel prior to completion of the Transaction. All share and per share information for periods prior to completion of the Transaction has been retroactively adjusted to reflect the exchange of shares in the Transaction based on an exchange ratio of 0.06999 and, where applicable, the Reverse Stock Split. |
Basis of Presentation | Basis of presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and accompanying notes included in Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for fair presentation have been included in the Condensed Consolidated Financial Statements. The results of operations for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the full fiscal year, any other interim period or any future fiscal year. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). Any reference in these Condensed Consolidated Financial Statements to common stock or options or warrants to purchase shares of common stock of the Company means the common stock or options or warrants to purchase shares of common stock of Parent. Any reference in these Condensed Consolidated Financial Statements to common stock means, for periods prior to November 3, 2016, Ordinary shares of Albireo Limited. The Company has reclassified certain amounts in the Condensed Consolidated Balance Sheet as of December 31, 2016 from Advances from licensees and from Common stock warrant liability to Other liabilities to conform to the current year presentation. |
Principles of Consolidation | Principles of consolidation The accompanying Condensed Consolidated Financial Statements include the accounts of Parent and its direct or indirect wholly owned subsidiaries, Albireo Limited, Albireo AB, Elobix AB, Albireo, Inc and, for periods following completion of the Transaction, Biodel UK Limited. All intercompany balances and transactions have been eliminated in consolidation. |
Foreign Currency Translation | Foreign currency translation Functional and presentation currency Items included in the financial statements of each entity comprising the Company are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The functional currency for Parent and Albireo, Inc. is the U.S. Dollar (USD), the functional currency for Albireo Limited, Elobix AB and Biodel U.K. is the Euro, and the functional currency for Albireo AB is the Swedish Krona (SEK). The Company consolidates its financial statements in USD. Transactions and balances Foreign currency transactions in each entity comprising the Company are remeasured into the functional currency of the entity using the exchange rates prevailing at the respective transaction dates. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized within Other income (expense), net in the Condensed Consolidated Statements of Operations. The results and financial position of the Company and its subsidiaries that have a functional currency different from the presentation currency are translated into the presentation currency as follows: a. assets and liabilities presented are translated at the closing exchange rate as of March 31, 2017 and December 31, 2016; b. income and expenses for each statement of comprehensive loss are translated at the average exchange rates that are relevant for the period reported; c. significant transactions use the closing exchange rate on the date of the transaction; and d. all resulting exchange differences arising from such translation are recognized directly in other comprehensive loss and presented as a separate component of equity. |
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 amounts of assets, liabilities, revenues and expenses reported in the financial statements and accompanying notes. Management must apply significant judgment in this process. On an ongoing basis, the Company evaluates its estimates and assumptions, including but not limited to accruals, deferred tax assets and warrant liability estimated at fair value. Actual results could materially differ from these estimates. |
Research and Development Expenses | Research and development expenses Research and development costs are expensed as incurred and include primarily salaries, benefits and other staff-related costs; clinical trial and related clinical manufacturing costs; contract services and other outside costs. The Company’s preclinical studies and clinical trials are performed by third-party contract research organizations (CROs). Some of these expenses are billed monthly for services performed, while others are billed based upon milestones achieved. For preclinical studies, the significant factors used in estimating accruals include the percentage of work completed to date and contract milestones achieved. For clinical trial expenses, the significant factors used in estimating accruals include the number of patients enrolled and percentage of work completed to date or contract milestones achieved. The Company’s estimates are highly dependent upon the timeliness and accuracy of the data provided by the respective CROs regarding the status of the contracted activity, with adjustments made when deemed necessary. |
Revenue Recognition | Revenue recognition Revenue is generated from the receipt of upfront or license fees, milestone payments and payments for pharmaceutical ingredient or related procurement services that are made pursuant to out-licensing or related supply agreements. Where an out-licensing arrangement of the Company involves the provision of multiple elements that may contain different remuneration arrangements such as upfront payments, milestone payments or product sales, the arrangement is assessed to determine whether separate delivery of the individual elements of such arrangement comprises more than one unit of accounting. The delivered elements are separated if (a) they have value to the licensee on a stand-alone basis, (b) there is objective and reliable evidence of the fair value of the undelivered element(s) and (c) if the arrangement includes a general right of return relative to the delivered element(s), delivery or performance of the undelivered element(s) is considered probable and is substantially in the control of the Company. Allocation of revenue to the different elements that require separate accounting is based on the separate selling prices determined for each component, and total consideration is then allocated pro rata across the components of the arrangement. If separate selling prices are not available, the Company will use its best estimate of such selling prices, consistent with the overall pricing strategy and relevant market factors. The Company has determined that each element of its out-licensing agreements is a separate and distinct unit of accounting, and, as such, the fair value of each element has been subscribed and recognized as follows: • Nonrefundable upfront payments received from the Company’s out-licensing agreements relating to technical expertise and intellectual property are recognized in income if all rights relating to the intellectual property and all obligations resulting from them have been relinquished under the contract terms and the Company has no continuing material obligation to perform under the agreement. However, if rights to the intellectual property continue to exist or obligations resulting from them have yet to be fulfilled, the payments received would be deferred until all rights and obligations have been fulfilled. • Nonrefundable payments that are linked to the achievement of significant and substantive development or regulatory milestones in the research and development process are recognized as revenue upon the achievement of the specified milestone. • Revenue and costs associated with procurement services associated with pharmaceutical ingredients are recognized net in revenue when title and risk of loss of the pharmaceutical ingredients have passed to the licensee as the Company is not the primary obligor and revenue and costs associated with related procurement services are recognized net in revenue when the Company is contractually bound. As of March 31, 2017, the Company had a license agreement with EA Pharma Co., Ltd. (EA Pharma, formerly Ajinomoto Pharmaceuticals Co., Ltd.), entered into in 2012, to develop a select product candidate (elobixibat) for registration and subsequent commercialization in select markets. The Company satisfied its material performance obligations under the agreement in 2012, upon the delivery of technical expertise and intellectual property rights to EA Pharma. Payments resulting from pharmaceutical ingredient or related procurement services are recognized as revenue as the activities are performed and are presented on a net basis. Revenue is recorded on a net basis because the Company acts as an agent, as it does not have discretion to change suppliers and does not perform any part of the services or manufacture of the subject pharmaceutical ingredients. The costs associated with these activities are netted against the related revenue in the Condensed Consolidated Statements of Operations. For certain contingent payments under research and development arrangements, the Company recognizes revenue using the milestone method. Under the milestone method, a payment that is contingent upon the achievement of a substantive milestone is recognized in its entirety in the period in which the milestone is achieved. A milestone is an event: (i) that can be achieved based in whole or in part on either the Company’s performance or on the occurrence of a specific outcome resulting from the Company’s performance, (ii) for which there is substantive uncertainty at the date the arrangement is entered into that the event will be achieved and (iii) that would result in additional payments being due to the Company. The determination that a milestone is substantive requires estimation and judgment and is made at the inception of the arrangement. Milestones are considered substantive when the consideration earned from the achievement of the milestone is: (A) commensurate with either the Company’s performance to achieve the milestone or the enhancement of value of the item delivered as a result of a specific outcome resulting from the Company’s performance to achieve the milestone, (B) related solely to past performance and (C) reasonable relative to all deliverables and payment terms in the arrangement. In making the determination as to whether a milestone is substantive or not, management of the Company considers all facts and circumstances relevant to the arrangement, including factors such as the scientific, regulatory, commercial and other risks that must be overcome to achieve the milestone, the level of effort and investment required to achieve the milestone and whether any portion of the milestone consideration is related to future performance or deliverables. The Company has evaluated each milestone specified under its license agreement with EA Pharma and determined the milestone to be substantive. Under the terms of the license agreement with EA Pharma, the Company was eligible as of March 31, 2017 to receive up to approximately (a) €13.3 million ($14.2 million based on the Euro to USD exchange rate as of March 31, 2017) if specified regulatory events are achieved for elobixibat in Japan and (b) ¥3.5 billion ($31.4 million based on the Japanese Yen to USD exchange rate as of March 31, 2017) if specified sales milestones are achieved for elobixibat following regulatory approval in any country in EA Pharma’s licensed territory. The likelihood that the Company will achieve any particular milestone event with respect to elobixibat in any particular period, or at all, is uncertain, and the Company may not earn any future milestone payment with respect to elobixibat in any particular period, or ever. In addition, the Company is eligible to receive stepped royalties beginning in the high single digits on any future elobixibat product sales. The Company will recognize royalty revenue in the period of sale of elobixibat, based on the underlying contract terms, provided that the reported sales are reliably measurable and the Company has no remaining performance obligations, assuming all other revenue recognition criteria are met. |
Loss Contingencies | Loss contingencies Loss contingencies are recorded as liabilities when it is probable that a liability has occurred and the amount of loss is reasonably estimable. Disclosure is required when there is a reasonable possibility that an ultimate loss will be material. Contingent liabilities are often resolved over long periods of time. Estimating probable losses requires analysis that often depends on judgments about potential actions by third parties, such as regulators. |
Recently Adopted Accounting Pronouncements | Recently adopted accounting pronouncements In March 2016, the FASB issued ASU No. 2016-09, “ Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting |
Accounting Pronouncements Issued but not Yet Adopted | Accounting pronouncements issued but not yet adopted In May 2014, the FASB issued ASU No. 2014-09, “ Revenue from Contracts with Customers: (Topic 606) Revenue Recognition Property, Plant, and Equipment Intangibles-Goodwill and Other consolidated In February 2016, the FASB issued ASU 2016-02, “ Leases (Topic 842) In September 2016, the FASB issued ASU 2016-15, “ Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) |
Fair Value of Financial Instr17
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Financial Instruments Recorded at Fair Value on Recurring Basis | Total Carrying Value on the Condensed Consolidated Balance Sheet Fair Value Measurements Fair Value Level March 31, 2017 December 31, 2016 March 31, 2017 December 31, 2016 (in thousands) Financial Instruments Recorded at Fair Value on a Recurring Basis Current liabilities: Warrant liability 3 $ 1,202 $ 844 $ 1,202 $ 844 |
Replacement Kreos Warrants | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Sensitivity Analysis Regarding Discount Rate and Term on Derivative Liabilities | The Company performed sensitivity analysis regarding this input and the value of the Replacement Kreos Warrants was found to be as follows using a hypothetical 0.5 year decrease or 0.5 year increase in the term (in thousands): March 31, 2017 December 31, 2016 +0.5 -0.5 +0.5 -0.5 Term $ 1,194 $ 1,201 $ 833 $ 829 |
Binomial Method | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Summary of Assumptions used to Estimate Fair Value of Replacement Kreos Warrants | The key assumptions used in the binomial method to estimate the fair value of the Replacement Kreos Warrants as of March 31, 2017 included the following: March 31, 2017 Stock price $ 24.00 Exercise price $ 11.78 Term (in years) 0.25 Risk-free interest rate 0.76 % Volatility 62.6 % The key assumptions used in the binomial method to estimate the fair value of the Replacement Kreos Warrants as of December 31, 2016, included the following: December 31, 2016 Stock price $ 17.73 Exercise price $ 11.78 Term (in years) 1.00 Risk-free interest rate 0.85 % Volatility 83.4 % |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Summary of Computation of Basic EPS and Diluted EPS | The following table sets forth the computation of Basic EPS and Diluted EPS (in thousands, except for share and per share data): Three Months Ended March 31, 2017 2016 Basic and Diluted EPS: Numerator Net loss $ (6,671 ) $ (3,239 ) Net loss $ (6,671 ) $ (3,239 ) Denominator Weighted average number of shares 6,292,644 265,560 Number of shares used for basic and diluted EPS computation 6,292,644 265,560 Basic and Diluted EPS $ (1.06 ) $ (12.20 ) |
Summary of Weighted-Average Outstanding Shares Excluded from Computation of Diluted EPS | As described in Note 1, “Organization and Share Exchange,” the share and per share information as of and for the period ended March 31, 2016 has been retroactively adjusted to reflect the exchange of shares in the Transaction based on an exchange ratio of 0.06999 and does not include the historical results of Biodel. The following weighted-average outstanding common stock equivalents were excluded from the computation of Diluted EPS for the periods presented because including them would have been anti-dilutive: Three Months Ended March 31, 2017 2016 Convertible preference shares (on an as-converted basis) — 2,754,386 Warrants to purchase convertible preference shares (on an as-converted basis) — 177,215 Warrants to purchase common stock 67,271 67,271 Options to purchase common stock 735,329 — |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Recognized Stock-based Compensation Expense | The Company recognized stock-based compensation expense for employees in the accompanying Condensed Consolidated Statements of Operations as follows (in thousands): Three Months Ended March 31, 2017 2016 General and administrative $ 1,405 $ — Total stock-based compensation $ 1,405 $ — |
Summary of Outstanding Stock Options | A summary of the outstanding stock options as of March 31, 2017 is as follows: Stock Options Outstanding Number of Shares Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding—December 31, 2016 694,869 $ 26.71 7.35 $ 6,435 Granted 200,400 $ 19.12 — $ — Expirations (41,810 ) $ 181.84 — $ — Outstanding—March 31, 2017 853,459 $ 17.33 8.71 $ 10,636 Exercisable—March 31, 2017 254,621 26.25 6.85 $ 4,413 Vested or expected to vest at—March 31, 2017 834,037 17.71 8.70 $ 10,189 |
Summary of Estimated Fair Value of Stock Option Awards | The fair value of stock option awards granted during the three months ended March 31, 2017, was estimated with the following assumptions: As of March 31, 2017 Price per share of common stock $18.54-$19.19 Expected term (in years) 6.0-6.1 Risk-free interest rate 2.12% Expected volatility 78.4 Dividend rate 0% |
Long-term Debt (Tables)
Long-term Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | March 31, 2017 December 31, 2016 (in thousands) Long-term debt, including current portion: Loan Facility $ 2,488 $ 3,075 Total debt 2,488 3,075 Less: current portion (2,488 ) (3,075 ) Long-term debt $ — $ — |
Derivatives (Tables)
Derivatives (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Summary of Fair Value of Derivative Instruments Not Designated as Hedging Instruments | Derivative Instruments Not Designated as Hedging Instruments Balance Sheet Location March 31, 2017 December 31, 2016 Warrants liability Current liabilities 1,202 844 Effect of Derivative Instruments Not Location of Gains Three Months Ended March 31, Designated as Hedging Instruments (Losses) Recognized 2017 2016 Derivative liabilities Non-operating expense, net $ — $ 102 Warrants liability Non-operating expense, net (358 ) (191 ) |
Summary of Significant Accoun22
Summary of Significant Accounting Policies and Basis of Presentation - Additional Information (Details) € in Millions, $ in Millions, ¥ in Billions | Nov. 03, 2016 | Jul. 13, 2016 | Mar. 31, 2017USD ($) | Mar. 31, 2017EUR (€) | Mar. 31, 2017JPY (¥) | Mar. 31, 2016 |
Summary Of Significant Accounting Policies [Line Items] | ||||||
Reverse stock split | 0.033 | 0.06999 | 0.06999 | |||
Revenue recognition milestone received | $ 14.2 | € 13.3 | ||||
Sales Milestones | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Revenue recognition milestone received | $ 31.4 | ¥ 3.5 |
Fair Value of Financial Instr23
Fair Value of Financial Instruments - Additional Information (Details) | Oct. 01, 2015Note$ / Note | Dec. 17, 2014Note | Dec. 17, 2014€ / Note | Dec. 17, 2014$ / Note | Mar. 31, 2017USD ($)$ / sharesshares | Mar. 31, 2017EUR (€) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Mar. 31, 2016EUR (€) |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Fair value of Loan Facility | $ 2,500,000 | ||||||||
Fair value of liabilities transferred from level 1 to level 2 | 0 | ||||||||
Fair value of liabilities transferred from level 2 to level 1 | 0 | ||||||||
Fair value of liabilities transferred into level 3 | 0 | ||||||||
Fair value of liabilities transferred from level 3 | 0 | ||||||||
Fair value of warrants | 1,202,000 | $ 844,000 | |||||||
Replacement Kreos Warrants | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Increase in the fair value of warrants | $ 358,000 | ||||||||
Warrants to purchase common stock | shares | 67,271 | ||||||||
Exercise price warrants | $ / shares | $ 11.78 | ||||||||
Fair value of warrants outstanding | $ 1,200,000 | ||||||||
Fair value of warrants | $ 1,200,000 | $ 844,000 | |||||||
Warrants | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Increase in the fair value of warrants | $ 191,000 | ||||||||
Warrants | Kreos Capital | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Warrants issued with a right to acquire shares | € | € 720,000 | ||||||||
2014 Convertible Loans | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Number of convertible loan notes outstanding | Note | 1,251,000 | ||||||||
Convertible notes price per unit | 1 | 1.12 | |||||||
Fair value of derivative liabilities | 600,000 | € 500,000 | |||||||
Decrease in the fair value | (102,000) | ||||||||
2015 Convertible Loans | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Number of convertible loan notes outstanding | Note | 5,000,000 | ||||||||
Convertible notes price per unit | $ / Note | 1 | ||||||||
Fair value of derivative liabilities | 1,500,000 | ||||||||
Decrease in the fair value | $ (102,000) |
Fair Value of Financial Instr24
Fair Value of Financial Instruments - Financial Instruments Recorded at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 1,202 | $ 844 |
Recurring [Member] | Fair Value Level 3 | Warrant liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liability | 1,202 | 844 |
Recurring [Member] | Fair Value Measurements | Fair Value Level 3 | Warrant liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 1,202 | $ 844 |
Fair Value of Financial Instr25
Fair Value of Financial Instruments - Summary of Assumptions used to Estimate Fair Value of Replacement Kreos Warrants (Details) - Binomial Method - Replacement Kreos Warrants - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Stock price | $ 24 | $ 17.73 |
Exercise price | $ 11.78 | $ 11.78 |
Term (in years) | 3 months | 1 year |
Risk-free interest rate | 0.76% | 0.85% |
Volatility | 62.60% | 83.40% |
Fair Value of Financial Instr26
Fair Value of Financial Instruments - Sensitivity Analysis Regarding Discount Rate and Term on Derivative Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value Disclosures [Abstract] | ||
Term, +0.5 | $ 1,194 | $ 833 |
Term, -0.5 | $ 1,201 | $ 829 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 3 Months Ended | ||
Mar. 31, 2017USD ($)ft²Time | Mar. 31, 2017SEKft²Time | Mar. 31, 2016USD ($) | |
IBAT- Inhibitor | |||
Loss Contingencies [Line Items] | |||
One-time, launch fee payment | $ 464,000 | SEK 4,000,000 | |
CROs | |||
Loss Contingencies [Line Items] | |||
Agreement on leases future minimum payments upon completion of contracted work | $ 4,700,000 | ||
Office Space | |||
Loss Contingencies [Line Items] | |||
Lease expiration date | Nov. 30, 2019 | Nov. 30, 2019 | |
Operating Lease Commitments | |||
Loss Contingencies [Line Items] | |||
Future minimum commitments under facility operating leases | $ 1,381,000 | ||
Rent expense | $ 92,000 | $ 27,000 | |
Operating Lease Commitments | Office Space | Albireo | |||
Loss Contingencies [Line Items] | |||
Building lease agreement term | 36 months | 36 months | |
Number of square feet | ft² | 5,113 | 5,113 | |
Operating leases periodic payment | $ 36,886 | SEK 318,197 | |
Operating leases renewal term | The current term of the lease expires in November 2019, but renews automatically thereafter for consecutive three-year terms unless notice of nonrenewal is given by either party at least nine months prior to the end of the then-current term, subject to Albireo AB’s right to terminate the lease at any time upon six months’ notice. | The current term of the lease expires in November 2019, but renews automatically thereafter for consecutive three-year terms unless notice of nonrenewal is given by either party at least nine months prior to the end of the then-current term, subject to Albireo AB’s right to terminate the lease at any time upon six months’ notice. | |
Automatic lease renewal term | 3 years | 3 years | |
Period of notice for non-renewal of lease | 9 months | 9 months | |
Period of notice for termination | 6 months | 6 months | |
Operating Lease Commitments | SHIGO 10 PO Owner LLC | |||
Loss Contingencies [Line Items] | |||
Term of lease | The initial term of the lease is 62 months beginning on March 1, 2017. Parent has the option to extend the lease one time for an additional 5-year period. | The initial term of the lease is 62 months beginning on March 1, 2017. Parent has the option to extend the lease one time for an additional 5-year period. | |
Number of option available to extend the lease period | Time | 1 | 1 | |
Additional period of lease | 5 years | 5 years | |
Rent abatement period | 2 months | 2 months | |
Monthly rent payments | $ 20,997 | ||
Annual increase rent payment percentage | 2.00% | ||
Operating Lease Commitments | SHIGO 10 PO Owner LLC | 10 Post Office Square, Boston, Massachusetts | |||
Loss Contingencies [Line Items] | |||
Rentable square feet | ft² | 5,116 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Computation of Basic EPS and Diluted EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Numerator | ||
Net loss | $ (6,671) | $ (3,239) |
Denominator | ||
Weighted average number of shares used for basic and diluted EPS computation | 6,292,644 | 265,560 |
Basic and Diluted EPS | $ (1.06) | $ (12.20) |
Common Stock | ||
Denominator | ||
Weighted average number of shares used for basic and diluted EPS computation | 6,292,644 | 265,560 |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Details) | Nov. 03, 2016 | Jul. 13, 2016 | Mar. 31, 2016 |
Earnings Per Share [Abstract] | |||
Reverse stock split | 0.033 | 0.06999 | 0.06999 |
Net Loss Per Share - Summary 30
Net Loss Per Share - Summary of Weighted-Average Outstanding Shares Excluded from Computation of Diluted EPS (Details) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Convertible Preference Shares (on an as-converted basis) | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted net loss per share | 2,754,386 | |
Warrants to Purchase Convertible Preference Shares (on an as-converted basis) | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted net loss per share | 177,215 | |
Warrants to Purchase Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted net loss per share | 67,271 | 67,271 |
Options to Purchase Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted net loss per share | 735,329 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Income Tax [Line Items] | |||
Income tax provisions or benefits | $ 0 | $ 0 | |
Deferred tax assets, valuation allowances | $ 53,300,000 | $ 53,300,000 | |
Biodel | |||
Income Tax [Line Items] | |||
Tax year under examination | 2,015 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) - USD ($) | Nov. 03, 2016 | Apr. 18, 2016 | Mar. 31, 2017 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Options issued or granted | 200,400 | ||
Options, exercisable | 254,621 | ||
Total unrecognized compensation expense related to unvested options | $ 7,500,000 | ||
Additional stock-based compensation expense | 1,405,000 | ||
General and Administrative | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Additional stock-based compensation expense | 1,405,000 | ||
General and Administrative | Miscalculation | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Additional stock-based compensation expense | $ 788,000 | ||
Employee Stock Option | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted average vesting period for unvested options | 2 years 7 months 6 days | ||
Common Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Options, exercisable | 19,422 | ||
Common Stock | Performance Based Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Options, non vested | 19,422 | ||
Albireo Limited | Ordinary A Shares | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Options issued or granted | 246,666 | ||
2016 Equity Incentive Plan | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares authorized under plan | 635,000 | ||
Additional number of shares to be issued if awards outstanding under the 2010 Plan were cancelled, forfeited or expired on or after the Transaction | 249,059 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Recognized Stock-based Compensation Expense (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |
Total stock-based compensation | $ 1,405 |
General and Administrative | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |
Total stock-based compensation | $ 1,405 |
Stock-based Compensation - Su34
Stock-based Compensation - Summary of Outstanding Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Summary of the stock option activity | ||
Number of Shares Outstanding, Beginning Balance | 694,869 | |
Number of Shares, Granted | 200,400 | |
Number of Shares, Expirations | (41,810) | |
Number of Shares Outstanding, Ending Balance | 853,459 | 694,869 |
Number of Shares, Exercisable | 254,621 | |
Number of Shares, Vested or expected to vest | 834,037 | |
Weighted- Average Exercise Price Per Share Outstanding, Beginning Balance | $ 26.71 | |
Weighted- Average Exercise Price Per Share, Granted | 19.12 | |
Weighted- Average Exercise Price Per Share, Expirations | 181.84 | |
Weighted- Average Exercise Price Per Share Outstanding, Ending Balance | 17.33 | $ 26.71 |
Weighted- Average Exercise Price Per Share Exercisable | 26.25 | |
Weighted- Average Exercise Price Per Share Vested or expected to vest | $ 17.71 | |
Outstanding , Weighted- Average Remaining Contractual Term (Years) | 8 years 8 months 16 days | 7 years 4 months 6 days |
Exercisable , Weighted- Average Remaining Contractual Term (Years) | 6 years 10 months 6 days | |
Vested or expected to vest, Weighted- Average Remaining Contractual Term (Years) | 8 years 8 months 12 days | |
Outstanding options, Aggregate Intrinsic Value | $ 6,435 | |
Outstanding options, Aggregate Intrinsic Value | 10,636 | $ 6,435 |
Exercisable options, Aggregate Intrinsic Value | 4,413 | |
Vested or expected to vest options, Aggregate Intrinsic Value | $ 10,189 |
Stock-based Compensation - Su35
Stock-based Compensation - Summary of Estimated Fair Value of Stock Option Awards (Details) - Employee Stock Option | 3 Months Ended |
Mar. 31, 2017$ / shares | |
Stock Based Compensation [Line Items] | |
Risk-free interest rate | 2.12% |
Expected volatility | 78.40% |
Dividend rate | 0.00% |
Minimum | |
Stock Based Compensation [Line Items] | |
Expected term (in years) | 6 years |
Maximum | |
Stock Based Compensation [Line Items] | |
Expected term (in years) | 6 years 1 month 6 days |
Common Stock | Minimum | |
Stock Based Compensation [Line Items] | |
Share price | $ 18.54 |
Common Stock | Maximum | |
Stock Based Compensation [Line Items] | |
Share price | $ 19.19 |
Long-term Debt - Schedule of Lo
Long-term Debt - Schedule of Long-term Debt (Details) $ in Thousands, € in Millions | Mar. 31, 2017USD ($) | Mar. 31, 2017EUR (€) | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | |||
Total debt | $ 2,488 | $ 3,075 | |
Less: current portion | (2,488) | (3,075) | |
Long-term debt | 0 | 0 | |
Loan Facility | |||
Debt Instrument [Line Items] | |||
Total debt | $ 2,488 | € 2.3 | $ 3,075 |
Long-term Debt - Loan Facility
Long-term Debt - Loan Facility - Additional Information (Details) | 1 Months Ended | 3 Months Ended | |||||||
Dec. 31, 2014USD ($) | Dec. 31, 2014EUR (€) | Mar. 31, 2017USD ($)$ / sharesshares | Mar. 31, 2017EUR (€) | Mar. 31, 2016USD ($) | Mar. 31, 2017EUR (€)shares | Dec. 31, 2016USD ($) | Feb. 04, 2016USD ($) | Feb. 04, 2016EUR (€) | |
Debt Instrument [Line Items] | |||||||||
Long-term debt | $ 2,488,000 | $ 3,075,000 | |||||||
Replacement of Warrants | |||||||||
Debt Instrument [Line Items] | |||||||||
Purchase of company's common stock replaced with warrants | shares | 67,271 | 67,271 | |||||||
Exercise price of common stock replaced with warrants | $ / shares | $ 11.78 | ||||||||
Fair value of warrants to acquire shares | $ 1,200,000 | ||||||||
Loan Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term debt, borrowed amount | $ 7,300,000 | € 6,000,000 | |||||||
Loan facility, term | 36 months | 36 months | |||||||
Loan facility annual interest rate | 11.50% | 11.50% | |||||||
Loan facility, description | The Loan Facility has a term of 36 months with principal and interest payable monthly, with an annual interest rate of 11.5%. In addition, the Company is required to make an end-of-loan payment equal to 1.25% of the amounts lent by Kreos UK. | The Loan Facility has a term of 36 months with principal and interest payable monthly, with an annual interest rate of 11.5%. In addition, the Company is required to make an end-of-loan payment equal to 1.25% of the amounts lent by Kreos UK. | |||||||
Long-term debt | $ 2,488,000 | € 2,300,000 | $ 3,075,000 | ||||||
Loan facility, average monthly installments | 273,000 | € 249,000 | |||||||
Loan payment on maturity date | $ 736,000 | € 670,000 | $ 562,000 | € 512,000 | |||||
Payable date | Dec. 1, 2017 | Dec. 1, 2017 | |||||||
Debt discount | $ 233,000 | ||||||||
Debt instrument remaining term discount accreted over loan period | 9 months | 9 months | |||||||
Interest expense include discount accretion | $ 171,000 | $ 230,000 | |||||||
Discount percentage on redeemable option | 5.00% | 5.00% | |||||||
Warrants issued with rights to acquire shares | € | € 720,000 | ||||||||
Loan Facility | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of difference between original loans and amended loans per lender | 10.00% | 10.00% | |||||||
Loan Facility | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, effective interest rate percentage | 39.30% | 39.30% |
Derivatives - Summary of Fair V
Derivatives - Summary of Fair Value of Derivative Instruments Not Designated as Hedging Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Warrants liability | $ 1,202 | $ 844 | |
Derivative Instruments Not Designated as Hedging Instruments | Warrants | Non-operating (Expense) Income | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Gains (Losses) recognized | (358) | $ (191) | |
Derivative Instruments Not Designated as Hedging Instruments | Derivative Liabilities | Non-operating (Expense) Income | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Gains (Losses) recognized | $ 102 | ||
Derivative Instruments Not Designated as Hedging Instruments | Current Liabilities | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Warrants liability | $ 1,202 | $ 844 |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Nov. 03, 2016 |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 18,110 | $ 18,110 | $ 18,100 |