Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 25, 2016 | Jul. 28, 2015 | |
Document Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | NK | ||
Entity Registrant Name | NANTKWEST, INC. | ||
Entity Central Index Key | 1,326,110 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 81,930,998 | ||
Entity Public Float | $ 961.5 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 175,908 | $ 59,104 |
Receivables, net, prepaid expenses and other current assets | 3,322 | 269 |
Marketable securities | 118,310 | |
Marketable securities, noncurrent | 55,135 | |
Property and equipment, net | 5,523 | 211 |
Other assets | 1,359 | 409 |
Current liabilities: | ||
Accounts payable | 2,085 | 1,131 |
Accrued expenses | 2,575 | 311 |
Due to related parties (See Note 9) | 1,352 | |
Other current liabilities | 136 | 442 |
Total current liabilities | 6,148 | 1,884 |
Build-to-suit lease liability, less current portion (See Note 8) | 2,468 | |
Deferred rent | 845 | |
Deferred revenue | 228 | $ 521 |
Deferred tax liability | $ 1,165 | |
Commitments and contingencies (See Note 8) | ||
Stockholders' Equity | ||
Common stock | $ 8 | |
Additional paid-in capital | 606,555 | $ 71,158 |
Accumulated other comprehensive loss | (192) | |
Total stockholders’ equity | 355,995 | |
As Adjusted | ||
Current assets: | ||
Total current assets | 297,540 | 59,373 |
Intangible assets, net | 7,292 | 3 |
Total assets | 366,849 | 59,996 |
Current liabilities: | ||
Total liabilities | 10,854 | 2,405 |
Stockholders' Equity | ||
Accumulated deficit | (250,376) | (13,573) |
Total stockholders’ equity | 355,995 | 57,591 |
Total liabilities and stockholders’ equity | $ 366,849 | 59,996 |
Common Class A | ||
Stockholders' Equity | ||
Common stock | $ 6 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Common stock, par value | $ 0.0001 | |
Common Stock Class Undefined | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 80,000,000 |
Common stock, shares issued | 81,311,686 | 0 |
Common stock, shares outstanding | 81,311,686 | 0 |
Common Class A | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 0 | 75,470,414 |
Common stock, shares issued | 0 | 61,094,367 |
Common stock, shares outstanding | 0 | 61,094,367 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue | $ 236 | $ 641 | $ 600 |
Operating expenses: | |||
Research and development | 11,434 | 1,595 | 446 |
Selling, general and administrative | 227,678 | 4,621 | 2,423 |
Other income (expense): | |||
Interest expense | (471) | (463) | |
Investment income, net | 2,988 | 20 | 2 |
Change in fair value of warrant liability | (1,366) | (158) | 684 |
Other income (expense), net | 77 | ||
Income tax (benefit) expense, net | (301) | 1 | 1 |
Net loss | $ (236,876) | $ (6,185) | $ (2,047) |
Net loss per share: | |||
Basic and diluted | $ (3.31) | $ (0.75) | $ (2.57) |
Weighted average number of shares during the period: | |||
Basic and diluted | 71,519,609 | 8,246,028 | 797,105 |
As Adjusted | |||
Operating expenses: | |||
Selling, general and administrative | $ 227,678 | $ 4,621 | $ 2,423 |
Total operating expenses | 239,112 | 6,216 | 2,869 |
Loss from operations | (238,876) | (5,575) | (2,269) |
Other income (expense): | |||
Loss before income taxes | (237,177) | (6,184) | (2,046) |
Net loss | $ (236,876) | $ (6,185) | $ (2,047) |
Net loss per share: | |||
Basic and diluted | $ (3.31) | $ (0.75) | $ (2.57) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net loss | $ (236,876) | $ (6,185) | $ (2,047) |
Net unrealized loss on available-for-sale securities | (192) | ||
Total comprehensive loss | $ (237,068) | $ (6,185) | $ (2,047) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Other Comprehensive Loss | Accumulated Deficit | Initial Public Offering | Initial Public OfferingCommon Stock | Initial Public OfferingAdditional Paid-in Capital | Private Placement | Private PlacementCommon Stock | Private PlacementAdditional Paid-in Capital | Accredited Investors | Accredited InvestorsCommon Stock | Accredited InvestorsAdditional Paid-in Capital | Brink Biologics IncSpinout | Brink Biologics IncSpinoutAccumulated Deficit | Series A Convertible Preferred Stock | Series B Convertible Preferred Stock | Series C Convertible Preferred Stock | Common Class A | Common Class B |
Beginning Balance, Shares at Dec. 31, 2012 | 406,048 | 362,897 | |||||||||||||||||||
Beginning Balance, as adjusted at Dec. 31, 2012 | $ (4,394) | $ 946 | $ (5,341) | $ 1 | |||||||||||||||||
Issuance of convertible preferred stock less issuance costs | 511 | 511 | |||||||||||||||||||
Issuance of convertible preferred stock less issuance costs, Shares | 1,851 | ||||||||||||||||||||
Conversion to Class A common stock, Shares | (406,048) | 406,048 | |||||||||||||||||||
Conversion of debt and payables to Class A common stock | 950 | 950 | |||||||||||||||||||
Conversion of debt and payables to Class A common stock, Shares | 389,437 | ||||||||||||||||||||
Exercise of Class B common stock | 341 | 340 | $ 1 | ||||||||||||||||||
Exercise of Class B common stock, Shares | 1,681,099 | ||||||||||||||||||||
Stock-based compensation expense | 884 | 884 | |||||||||||||||||||
Net loss, as adjusted (See Note 15) | As Adjusted | (2,047) | (2,047) | |||||||||||||||||||
Net loss, as adjusted (See Note 15) | (2,047) | ||||||||||||||||||||
Ending Balance, as adjusted at Dec. 31, 2013 | (3,755) | 3,631 | (7,388) | $ 1 | $ 1 | ||||||||||||||||
Ending Balance, Shares at Dec. 31, 2013 | 1,851 | 1,158,382 | 1,681,099 | ||||||||||||||||||
Issuance of convertible preferred stock less issuance costs | 6,701 | 6,701 | |||||||||||||||||||
Issuance of convertible preferred stock less issuance costs, Shares | 5,754,984 | ||||||||||||||||||||
Conversion of debt and payables to Class A common stock | 1,339 | 1,339 | |||||||||||||||||||
Conversion of debt and payables to Class A common stock, Shares | 1,522,799 | ||||||||||||||||||||
Exercise of Class B common stock | 1,185 | 1,185 | |||||||||||||||||||
Exercise of Class B common stock, Shares | 5,851,152 | ||||||||||||||||||||
Stock-based compensation expense | 562 | 562 | |||||||||||||||||||
Net loss, as adjusted (See Note 15) | As Adjusted | (6,185) | ||||||||||||||||||||
Net loss, as adjusted (See Note 15) | (6,185) | (6,185) | |||||||||||||||||||
Ending Balance, as adjusted at Dec. 31, 2014 | 57,591 | 71,158 | (13,573) | $ 6 | |||||||||||||||||
Ending Balance, Shares at Dec. 31, 2014 | 61,094,367 | ||||||||||||||||||||
Issuance of restricted stock | 227 | 227 | |||||||||||||||||||
Issuance of restricted stock, Shares | 129,605 | ||||||||||||||||||||
Issuance of stock to placement agent, Shares | 3,087,324 | 763,151 | |||||||||||||||||||
Issuance of common stock less issuance costs | 57,337 | 57,334 | $ 3 | ||||||||||||||||||
Issuance of common stock less issuance costs, Shares | 30,809,800 | ||||||||||||||||||||
Conversion of Preferred B and C convertible preferred stock and Class B common stock | (1) | $ 2 | $ (1) | ||||||||||||||||||
Conversion of Preferred B and C convertible preferred stock and Class B common stock, Shares | (1,851) | (5,754,984) | 23,553,284 | (8,295,402) | |||||||||||||||||
Exercise of stock options | 180 | 180 | |||||||||||||||||||
Exercise of stock options, Shares | 833,173 | ||||||||||||||||||||
Ending Balance (As Adjusted) at Dec. 31, 2014 | 57,591 | ||||||||||||||||||||
Net loss, as adjusted (See Note 15) | (117,470) | ||||||||||||||||||||
Beginning Balance, Shares at Dec. 31, 2014 | 61,094,367 | ||||||||||||||||||||
Beginning Balance, as adjusted at Dec. 31, 2014 | 57,591 | 71,158 | (13,573) | $ 6 | |||||||||||||||||
Net loss, as adjusted (See Note 15) | (160,110) | ||||||||||||||||||||
Beginning Balance, Shares at Dec. 31, 2014 | 61,094,367 | ||||||||||||||||||||
Beginning Balance, as adjusted at Dec. 31, 2014 | 57,591 | 71,158 | (13,573) | $ 6 | |||||||||||||||||
Conversion to Class A common stock | $ 7 | $ (7) | |||||||||||||||||||
Conversion to Class A common stock, Shares | 65,900,303 | (65,900,303) | |||||||||||||||||||
Stock-based compensation expense | 211,221 | 211,221 | |||||||||||||||||||
Net loss, as adjusted (See Note 15) | As Adjusted | (236,876) | (236,876) | |||||||||||||||||||
Net loss, as adjusted (See Note 15) | (236,876) | ||||||||||||||||||||
Ending Balance, Shares at Dec. 31, 2015 | 81,311,686 | ||||||||||||||||||||
Issuance of common stock less issuance costs | $ 221,475 | $ 1 | $ 221,474 | $ 17,000 | $ 17,000 | $ 77,977 | $ 77,977 | ||||||||||||||
Issuance of common stock less issuance costs, Shares | 9,531,200 | 680,000 | 4,063,333 | ||||||||||||||||||
Exercise of stock options | 878 | 877 | $ 1 | ||||||||||||||||||
Exercise of stock options, Shares | 177,703 | 949,396 | |||||||||||||||||||
Vesting of restricted stock units | 485,150 | ||||||||||||||||||||
Employee payroll taxes withheld related to vesting of restricted stock units | (2,415) | (2,415) | |||||||||||||||||||
Employee payroll taxes withheld related to vesting of restricted stock units, Shares | (96,612) | ||||||||||||||||||||
Warrants issued in conjunction with Inex Bio purchase | 5,170 | 5,170 | |||||||||||||||||||
Exercise of warrants | 7,348 | 7,348 | |||||||||||||||||||
Exercise of warrants, Shares | 570,609 | 4,106,492 | |||||||||||||||||||
Repurchase of common stock | $ (4,798) | (4,798) | |||||||||||||||||||
Repurchase of common stock, Shares | 0 | (249,952) | |||||||||||||||||||
Reclassification of warrant liability due to exercise | $ 1,543 | 1,543 | |||||||||||||||||||
Spinout of Brink Biologics, Inc. | $ 73 | $ 73 | |||||||||||||||||||
Other comprehensive loss | (192) | $ (192) | |||||||||||||||||||
Ending Balance (As Adjusted) at Dec. 31, 2015 | 355,995 | ||||||||||||||||||||
Ending Balance at Dec. 31, 2015 | 355,995 | $ 8 | 606,555 | (192) | (250,376) | ||||||||||||||||
Net loss, as adjusted (See Note 15) | As Adjusted | 9 | ||||||||||||||||||||
Net loss, as adjusted (See Note 15) | As Adjusted | (26,822) | ||||||||||||||||||||
Net loss, as adjusted (See Note 15) | (26,822) | ||||||||||||||||||||
Ending Balance, Shares at Dec. 31, 2015 | 81,311,686 | ||||||||||||||||||||
Ending Balance (As Adjusted) at Dec. 31, 2015 | 355,995 | ||||||||||||||||||||
Ending Balance at Dec. 31, 2015 | $ 355,995 | $ 8 | $ 606,555 | $ (192) | $ (250,376) |
Consolidated Statements of Sto7
Consolidated Statements of Stockholders' Equity (Deficit) (Parenthetical) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock issuance costs | $ 28,000 | ||
Series B Convertible Preferred Stock | |||
Stock issuance costs | $ 100,000 | ||
Series C Convertible Preferred Stock | |||
Stock issuance costs | $ 800,000 | ||
Common Class A | |||
Stock issuance costs | $ 200,000 | ||
Initial Public Offering | |||
Stock issuance costs | $ 16,800,000 |
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 | $ (236,876) | $ (6,185) | $ (2,047) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 1,472 | 36 | 4 |
Amortization of finance issuance costs | 60 | 60 | |
Stock-based compensation expense | 211,221 | 789 | 884 |
Deferred income tax benefit | (302) | ||
Change in value of warrant liability | 1,366 | 158 | (684) |
Amortization of debt discount | 377 | 259 | |
Forgiveness of note receivable from related party | 115 | ||
Bad debt expense | 25 | ||
Non-cash interest items | 72 | ||
Loss incurred by Inex Bio | 56 | ||
Amortization of premiums on marketable securities | 38 | ||
Gain on sales of marketable securities | (2,501) | ||
Gain on settlement of note payable | (133) | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | 75 | 95 | (173) |
Notes receivable from related party | (1) | (2) | |
Other current assets | (3,306) | (14) | 97 |
Other assets | (1,194) | (160) | |
Accounts payable | 627 | (347) | 700 |
Accrued expenses and other liabilities | 1,991 | (314) | 309 |
Due to related parties | 1,352 | ||
Deferred rent | 850 | ||
Deferred revenue | (113) | (52) | (75) |
Net cash used in operating activities | (25,305) | (5,418) | (668) |
Investing activities | |||
Purchases of property and equipment | (2,241) | (235) | (3) |
Purchase of Inex Bio, Inc., net of cash acquired | (1,818) | ||
Purchases of marketable securities | (198,068) | ||
Sales of marketable securities | 26,903 | ||
Net cash used in investing activities | (175,224) | (235) | (3) |
Financing activities | |||
Proceeds from equity offerings, net of issuance costs | 316,452 | 63,118 | 676 |
Payments on notes payable | (132) | (53) | (1) |
Proceeds from exercise of Class B common stock | 1,162 | 230 | |
Proceeds from exercise of stock options | 878 | 180 | |
Proceeds from exercise of warrants | 7,348 | ||
Repurchase of stock | (4,798) | ||
Employee payroll taxes paid related to net share settlement of restricted stock units | (2,415) | ||
Net cash provided by financing activities | 317,333 | 64,407 | 905 |
Net increase in cash | 116,804 | 58,754 | 234 |
Cash and cash equivalents, beginning of year | 59,104 | 350 | 116 |
Cash and cash equivalents, end of year | 175,908 | 59,104 | 350 |
Cash paid during the period for: | |||
Interest | 52 | ||
Income taxes | 1 | 1 | 1 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Conversion of debt and payables into common stock | 1,339 | 950 | |
Conversion of debt into Series C preferred stock | 1,000 | ||
Change in par value from $0.001 to $0.0001 | 1 | ||
Conversion of accounts payable against note receivable related party | 23 | 110 | |
Cashless exercise of warrants | 1,543 | ||
Estimated fair market value of building under build-to-suit lease | 2,740 | ||
Property and equipment purchases included in accounts payable and accrued expenses | 457 | ||
Unrealized loss on marketable securities | 182 | ||
Common Class B | |||
Supplemental disclosure of non-cash investing and financing activities: | |||
Notes received for purchase of Class B common stock | 1,526 | ||
Inex Bio Inc | |||
Supplemental disclosure of non-cash investing and financing activities: | |||
Issuance of warrants in Inex Bio acquisition | 5,170 | ||
As Adjusted | |||
Operating activities | |||
Net loss | (236,876) | (6,185) | (2,047) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 1,472 | 36 | 4 |
Changes in operating assets and liabilities: | |||
Net cash used in operating activities | (25,305) | (5,418) | (668) |
Investing activities | |||
Net cash used in investing activities | $ (175,224) | $ (235) | $ (3) |
Consolidated Statements of Cas9
Consolidated Statements of Cash Flows (Parenthetical) | Dec. 31, 2014$ / shares |
Common stock, par value | $ 0.0001 |
Previously Reported | |
Common stock, par value | $ 0.001 |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | 1. Description of Business and Basis of Presentation Organization NantKwest, Inc. (the Company) was incorporated in Illinois on October 7, 2002 under the name ZelleRx Corporation. On January 22, 2010, the Company changed its name to Conkwest, Inc., and on July 10, 2015, the Company changed its name to NantKwest, Inc. The Company is a biotechnology company headquartered in San Diego, California with certain operations in Culver City, California. The Company is commercially developing targeted direct-acting immunotherapeutic agents for a variety of clinical conditions. The Company holds the exclusive right to commercialize activated natural killer (aNK) cells, a commercially viable natural killer cell-line, and a variety of genetically modified derivatives capable of killing cancer and virally infected cells. The Company owns corresponding U.S. and foreign composition and methods-of-use patents and applications covering the clinical use of aNK cells as a therapeutic to treat a spectrum of clinical conditions. The Company also licensed exclusive commercial rights to a portfolio of CD16 bearing aNK cells along with the corresponding U.S. and foreign composition and methods-of-use patents and applications covering the non-clinical use in laboratory testing of monoclonal antibodies as well as clinical use as a therapeutic to treat cancers in combination with antibody products. The Company has licensed or sub-licensed its cell lines and intellectual property to numerous pharmaceutical and biotechnology companies for such non-clinical uses. The Company retains exclusive worldwide rights to clinical and research data, intellectual property and know-how developed with the Company’s aNK cells, as well as the only clinical grade master cell bank. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Inex Bio, Inc. (Note 3), and have been prepared in accordance with accounting principles generally accepted in the United States of America. All intercompany accounts and transactions have been eliminated in consolidation. The Company applies the variable interest model under Accounting Standards Codification (ASC) Topic 810, Consolidation, to any entity in which the Company holds an equity investment or to which the Company has the power to direct the entity's most significant economic activities and the ability to participate in the entity's economics. If the entity is within the scope of the model, and meets the definition of a variable interest entity (VIE), the Company considers whether it must consolidate the VIE or provide additional disclosures regarding the Company's involvement with the VIE. If the Company determines that it is the primary beneficiary of the VIE, the Company will consolidate the VIE. This analysis is performed at the initial investment in the entity or upon any reconsideration event. Reclassifications The Company has reclassified certain prior period amounts to conform to the current period presentation. Specifically, it has classified its royalties and cost of licensing to selling, general and administrative expenses. As of December 31, 2014 and 2013, $0.2 million of royalties and cost of licensing expense were reclassified into selling, general and administrative expenses for both periods. The reclassification had no impact on the Company’s net loss from operations or consolidated stockholders’ equity as previously reported. Domicile Change In March 2014, the Company entered into a definitive merger and share exchange agreement pursuant to which the Company redomesticated from the State of Illinois to the State of Delaware and the Illinois Company ceased to exist (the Redomestication). In connection with the Redomestication, the holders of Class A and Class B common stock received one share of Class A and Class B common stock of the Delaware Company, respectively, in exchange for fifteen shares of the Illinois Company. The holders of Series B preferred stock received one share of Series B preferred stock of the Delaware Company in exchange for one share of the Illinois Company. The holders of any options, warrants or other securities are subject to adjustment based on the ratio of 1 for 15. All share numbers and per share prices in the accompanying consolidated financial statements have been adjusted to reflect the 1 for 15 exchange. Initial Public Offering In July 2015, the Company completed an initial public offering (IPO) of its common stock. In connection with its IPO, the Company issued and sold 9,531,200 shares of its common stock, at a price to the public of $25 per share. The Company’s shares of common stock began trading on the NASDAQ Global Market on July 28, 2015. As a result of the IPO, the Company received approximately $221.5 million in net proceeds, after deducting underwriting discounts, commissions and offering expenses of $16.8 million. Change in Method of Accounting for Patent Costs On December 31, 2015, the Company elected to change its method of accounting for patent and patent application costs to expense them as incurred rather than capitalizing them as intangible assets and amortizing them using the straight-line method over the estimated useful lives of the patents. The Company adopted this new method of accounting for patent costs because of the uncertainty and significant judgment involved in estimating the future economic benefits of such costs. In addition, changing the method of accounting for patent costs improves or otherwise enhances the comparability of the Company’s consolidated financial statements with other companies in its industry. The Company has adjusted the comparative consolidated financial statements of prior years and interim periods to retrospectively apply the new method of accounting for patent costs. See Note 15 for the effects of the change in accounting principle on the financial statement line items for fiscal years 2015, 2014, and 2013 and the unaudited interim periods in fiscal 2015 and 2014. Liquidity As of December 31, 2015, the Company had an accumulated deficit of approximately $250.4 million. The Company also had negative cash flow from operations of approximately $25.3 million during the year ended December 31, 2015. The Company expects that it will likely need additional capital to further fund development of, and seek regulatory approvals for, its product candidates, and begin to commercialize any approved products. The Company is currently focused primarily on the development of immunotherapeutic treatments for cancers and debilitating viral infections using targeted cancer killing cell lines, and believes such activities will result in the Company’s continued incurrence of significant research and development and other expenses related to those programs. If the clinical trials for any of the Company’s product candidates fail or produce unsuccessful results and those product candidates do not gain regulatory approval, or if any of the Company’s product candidates, if approved, fails to achieve market acceptance, the Company may never become profitable. Even if the Company achieves profitability in the future, it may not be able to sustain profitability in subsequent periods. The Company intends to cover its future operating expenses through cash and cash equivalents, marketable securities, and through a combination of equity offerings, debt financings, government or other third-party funding, marketing and distribution arrangements and other collaborations, strategic alliances and licensing arrangements. Additional financing may not be available to the Company when needed and, if available, financing may not be obtained on terms favorable to the Company or its stockholders. While the Company expects its existing cash and cash equivalents will enable it to fund operations and capital expenditure requirements for at least the next twelve months, it may not have sufficient funds to reach commercialization. Failure to obtain adequate financing when needed may require the Company to delay, reduce, limit or terminate some or all of its development programs or future commercialization efforts or grant rights to develop and market product candidates that the Company might otherwise prefer to develop and market itself which could adversely affect the Company’s ability to operate as a going concern. If the Company raises additional funds from the issuance of equity securities, substantial dilution to existing stockholders may result. If the Company raises additional funds by incurring debt financing, the terms of the debt may involve significant cash payment obligations as well as covenants and specific financial ratios that may restrict the Company’s ability to operate its business. Forward Stock Split On July 10, 2015, the Company effected a 1.8515-for-1 forward stock split of its outstanding common stock. All applicable share data, per share amounts and related information in the consolidated financial statements and notes thereto have been adjusted retroactively to give effect to the 1.8515-for-1 forward stock split. Restatement The Company identified the following errors impacting the Company’s unaudited consolidated balance sheet as of June 30, 2015 and unaudited consolidated statements of operations for the three- and six-months ended June 30, 2015. The correction of the errors did not result in a change to net cash for the periods. · Understatement of stock compensation expense related to modification of warrant shares issued to an officer of the Company (refer to Note 13 for further discussion of modification); specifically, stock based compensation expense was understated by $46.3 million for the three- and six-months ended June 30, 2015. · Understatement of property, plant and equipment and build-to-suit liability related to a construction project (see Note 8 for further discussion of the build-to-suit liability); specifically, construction-in-progress assets and build-to-suit liabilities, current and non-current, were understated by $2.7 million as of June 30, 2015, respectively. · Various immaterial errors that overstated current liabilities and current assets, understated general and administrative expenses, and overstated research and development expenses for travel costs, research and development grants, and management bonuses. The Company assessed the after-tax impact of these errors on prior quarterly periods, which would have increased net loss by $46.3 million for the three- and six-months ended June 30, 2015. The amounts are quantitatively material to the unaudited consolidated financial statements for the quarter-ended June 30, 2015 and, accordingly, the Company is restating the unaudited consolidated balance sheet as of June 30, 2015 and the unaudited consolidated statements of operations for the three- and six-months ended June 30, 2015. The correction of these errors did not result in a change to the unaudited consolidated statement of cash flows for the period ended June 30, 2015. Unaudited Consolidated Balance Sheet (In thousands) Selected Items As of June 30, 2015 Previously Reported Adjustment As Restated ASSETS Receivables, net, prepaid expenses and other current assets $ 433 $ (79 ) $ 354 Total current assets 120,870 (79 ) 120,791 Property and equipment, net 310 2,740 3,050 Total assets 132,557 2,661 135,218 LIABILITIES AND STOCKHOLDERS' EQUITY Accrued expenses 2,618 (102 ) 2,516 Due to related parties — 59 59 Other current liabilities — 219 219 Total current liabilities 5,798 176 5,974 Build-to-suit lease liability, less current portion — 2,497 2,497 Deferred rent — 3 3 Total liabilities 6,039 2,676 8,715 Additional paid-in capital 256,515 46,257 302,772 Accumulated deficit (130,004 ) (46,272 ) (176,276 ) Total stockholders’ equity (deficit) $ 126,518 $ (15 ) $ 126,503 Unaudited Consolidated Statement of Operations (In thousands) Selected Items Three Months Ended June 30, 2015 Six Months Ended June 30, 2015 Previously Reported Adjustment As Restated Previously Reported Adjustment As Restated Research and development $ 1,745 $ 329 $ 2,074 $ 2,348 $ 329 $ 2,677 Selling, general and administrative 82,429 45,943 128,372 114,023 45,943 159,966 Total operating expenses 84,174 46,272 130,446 116,371 46,272 162,643 Loss from operations (84,083 ) (46,272 ) (130,355 ) (116,160 ) (46,272 ) (162,432 ) Loss before income taxes (84,581 ) (46,272 ) (130,853 ) (117,405 ) (46,272 ) (163,677 ) Net loss $ (84,581 ) $ (46,272 ) $ (130,853 ) $ (117,406 ) $ (46,272 ) $ (163,678 ) Net loss per share, basic and diluted $ (1.29 ) $ (0.70 ) $ (1.99 ) $ (1.85 ) $ (0.73 ) $ (2.58 ) Shares used in calculating net loss per share - basic and diluted 65,789,041 65,789,041 65,789,041 63,450,609 63,450,609 63,450,609 The Company further identified the following errors impacting the Company’s unaudited consolidated balance sheet as of September 30, 2015 and unaudited consolidated statements of operations for the three- and nine-months ended September 30, 2015. · Understatement of stock compensation expense related to modification of warrant shares issued to an officer of the Company (refer to Note 13 for further discussion of modification); specifically, stock based compensation expense for the three- and nine-months ended September 30, 2015, was understated by $2.9 million and $49.2 million, respectively. · Understatement of property, plant and equipment and build-to-suit liability related to a construction project (see Note 8 for further discussion of the build-to-suit liability); specifically, construction-in-progress assets and build-to-suit liabilities, current and non-current, were understated by $2.7 million as of September 30, 2015, respectively. · Various immaterial errors that understated current liabilities, overstated current assets, understated general and administrative expenses, and overstated research and development expenses for travel costs, research and development grants, and bonuses. The Company assessed the after-tax impact of these errors, in addition to the errors applicable to the Company’s unaudited consolidated financial statements as of June 30, 2015 that remained uncorrected as of September 30, 3015, on prior quarterly periods, which would have increased net loss by $3.7 million and $49.9 million for the three- and nine-months ended September 30, 2015, respectively. The amounts are quantitatively material to the unaudited consolidated financial statements for the quarter-ended September 30, 2015 and, accordingly, the Company is restating the unaudited consolidated balance sheet as of September 30, 2015 and the unaudited consolidated statements of operations for the three- and nine-months ended September 30, 2015. The correction of these errors did not result in a change to the unaudited consolidated statement of cash flows for the period ended September 30, 2015. Unaudited Consolidated Balance Sheet (In thousands) Selected Items As of September 30, 2015 Previously Reported Adjustment As Restated ASSETS Receivables, net, prepaid expenses and other current assets $ 1,671 $ (46 ) $ 1,625 Total current assets 360,287 (46 ) 360,241 Property and equipment, net 1,414 2,772 4,186 Total assets 370,191 2,726 372,917 LIABILITIES AND STOCKHOLDERS' EQUITY Accrued expenses 1,126 242 1,368 Due to related parties 610 615 1,225 Other current liabilities — 179 179 Total current liabilities 6,683 1,036 7,719 Build-to-suit lease liability, less current portion — 2,483 2,483 Deferred rent 342 3 345 Total liabilities 7,260 3,522 10,782 Additional paid-in capital 535,696 49,148 584,844 Accumulated deficit (172,723 ) (49,944 ) (222,667 ) Total stockholders’ equity (deficit) $ 362,931 $ (796 ) $ 362,135 Unaudited Consolidated Statement of Operations (In thousands) Selected Items Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 Previously Reported Adjustment As Restated Previously Reported Adjustment As Restated Research and development $ 3,950 $ 707 $ 4,657 $ 6,328 $ 1,036 $ 7,364 Selling, general and administrative 38,854 2,965 41,819 152,847 48,908 201,755 Total operating expenses 42,804 3,672 46,476 159,175 49,944 209,119 Loss from operations (42,794 ) (3,672 ) (46,466 ) (158,953 ) (49,944 ) (208,897 ) Loss before income taxes (42,649 ) (3,672 ) (46,321 ) (160,054 ) (49,944 ) (209,998 ) Net loss $ (42,649 ) $ (3,672 ) $ (46,321 ) $ (160,055 ) $ (49,944 ) $ (209,999 ) Net loss per share, basic and diluted $ (0.55 ) $ (0.05 ) $ (0.60 ) $ (2.34 ) $ (0.73 ) $ (3.07 ) Shares used in calculating net loss per share- basic and diluted 77,837,586 77,837,586 77,837,586 68,316,004 68,316,004 68,316,004 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including those related to the valuation of warrants, stock-based compensation, the valuation allowance for deferred tax assets, the valuation of build-to-suit lease assets. The Company bases its estimates on historical experience and on various other market-specific and relevant assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates. Risks and Uncertainties Appeal of USPTO Decision In March 2009, the Company received a final rejection in one of the Company’s original patent applications pertaining to certain limited methods of use claims for NK-92 from the U.S. Patent and Trademark Office (the USPTO) (but the USPTO allowed claims on all of the other proposed claims, including other methods of use). The Company appealed this decision with the USPTO Board of Appeals and, in the fall of 2013, the Board of Appeals reversed the Examiner’s rejection of the claim to certain limited methods of use with NK-92, but affirmed the Examiner’s rejection of the remaining patent claims. In December 2013, the Company brought an action in the U.S. District Court for the Eastern District of Virginia to review the decision of the USPTO as the Company disagreed with the decision as to the certain limited non-allowed claims. On September 2, 2015, the U.S. District Court granted the USPTO’s motion for summary judgment. The Company has filed a notice of appeal and will be appealing the decision. Based on information available at present, the Company cannot reasonably estimate a range of loss for this action. Accordingly, no liability associated with this action has been accrued. The Company is expensing legal costs associated with defending this litigation as the costs are incurred. Cash, Cash Equivalents and Marketable Securities The Company invests its excess funds in investment grade short- to intermediate-term corporate debt securities, commercial paper and foreign government bonds and classifies these investments as available-for-sale. The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents and all investments purchased with original maturities of greater than three months as marketable securities. Marketable securities with original maturities of 12 months or less are classified as short-term and marketable securities with original maturities greater than 12 months are classified as long-term. All marketable securities are reported at fair value and any unrealized gains and losses are reported as a component of accumulated other comprehensive income (loss), net of tax, in the consolidated statement of stockholders’ equity (deficit), with the exception of unrealized losses believed to be other-than-temporary, which are recorded within other income (expense) in the current period. Realized gains and losses are included in other income (expense) in the consolidated statements of operations. Realized gains and losses from the sale of the securities and the amounts, net of tax, reclassified out of accumulated other comprehensive income, if any, are determined on a specific identification basis. The Company periodically evaluates whether declines in fair values of its investments below their book value are other-than-temporary. This evaluation consists of several qualitative and quantitative factors regarding the severity and duration of the unrealized loss as well as the Company’s ability and intent to hold the investment until a forecasted recovery occurs. Additionally, the Company assesses whether it has plans to sell the security or it is more likely than not it will be required to sell any investment before recovery of its amortized cost basis. Factors considered include quoted market prices, recent financial results and operating trends, implied values from any recent transactions or offers of investee securities, credit quality of debt instrument issuers, other publicly available information that may affect the value of our investments, duration and severity of the decline in value and the Company’s strategy and intentions for holding the investment. There were no other than temporary impairments recorded in 2015. The Company had no investments in 2014. The Company minimizes its credit risk associated with cash and cash equivalents by periodically evaluating the credit quality of its primary financial institutions. While the Company maintains cash deposits in FDIC insured financial institutions in excess of federally insured limits, management believes the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. The Company has not experienced any losses on such accounts. Property and Equipment Property and equipment is stated at historical cost less accumulated depreciation. Historical cost includes expenditures that are directly attributable to the acquisition of the items. All repairs and maintenance are charged to net loss during the financial period in which they are incurred. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, as follows: Software 3 years Equipment 5 years Furniture & fixtures 5 years Leasehold improvements The lesser of the lease term or the life of the asset On disposal or impairment of property and equipment, the cost and related accumulated depreciation is removed from the consolidated financial statements and the net amount, less any proceeds, is included in other income / (loss) in the consolidated statement of operations. Furthermore, the Company is deemed to be the owner, for accounting purposes, during the construction phase of certain long-lived assets under build-to-suit lease arrangements because of its involvement with the construction, its exposure to any potential cost overruns and its other commitments under the arrangements. In these cases, the Company recognizes a build-to-suit lease asset under construction and a corresponding build-to-suit lease liability on the consolidated balance sheets. Intangible Assets Intangible assets consist of the cost of reacquiring a technology license in the asset purchase of Inex Bio. The Company calculates amortization expense for acquired technology licenses using the straight-line method over the estimated useful lives, generally 4-15 years. Patents The Company expenses patent costs, including related legal costs, as incurred and records such costs within general and administrative expenses in the consolidated statements of operations. Impairments The Company’s long-lived assets include property, plant and equipment and intangible assets. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amount to the future net cash flows which 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 carrying amount of the assets exceeds the projected undiscounted future cash flows arising from the asset using a discount rate determined by management to be commensurate with the risk inherent to the Company’s current business model. There were no impairments recognized during the years ended December 31, 2015 or 2014. Transactions with Related Parties As outlined in Note 9, the Company has various agreements with different related parties. Some are billed monthly and settled in cash monthly. Others are billed quarterly and settled in cash the following month. Monthly accruals are made for all quarterly billing arrangements. Fair Value of Financial Instruments The accounting standard for fair value measurements provides a framework for measuring fair value and requires disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in absence of a principal, most advantageous market for the specific asset or liability. The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: · Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets at the measurement date. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. The Company’s Level 1 assets consist of bank deposits and money market funds. · Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities. The Company’s Level 2 assets consist of corporate debt securities including commercial paper, corporate bonds and certificates of deposit as well as foreign municipal securities. · Level 3— Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The Company’s Level 3 liability includes a warrant derivative liability. During the years ended December 31, 2015 and 2014 or The Company utilizes a third-party pricing service to assist in obtaining fair value pricing for investments. Inputs are documented in accordance with the fair value disclosure hierarchy. Lease Obligations The Company categorizes leases at their inception as either operating or capital leases. On certain lease agreements, the Company may receive rent holidays and other incentives. The Company recognizes lease costs on a straight-line basis without regard to deferred payment terms, such as rent holidays that defer the commencement date of required payments. Additionally, incentives the Company receives for leases categorized as operating leases are treated as a reduction of cost over the term of the agreement. The Company establishes assets and liabilities for the estimated construction costs incurred under build-to-suit lease arrangements to the extent the Company is involved in the construction of structural improvements or takes construction risk prior to commencement of a lease. Upon occupancy of facilities under build-to-suit leases, the Company assesses whether these arrangements qualify for sales recognition under the sale-leaseback accounting guidance. If the Company continues to be the deemed owner, the facilities are accounted for as financing leases. Revenue Recognition and Deferred Revenue The Company derives substantially all of its revenue from non-exclusive license agreements with numerous pharmaceutical and biotechnology companies granting them the right to use the Company’s cell lines and intellectual property for non-clinical use. These license agreements generally include nonrefundable upfront fees and annual research license fees for such use, as well as commercial fees for sales of the licensees’ products developed or manufactured using the Company’s intellectual property and cell lines. The Company’s license agreements also may include milestone payments, although to date, the Company has not generated any revenue from milestone payments. The Company recognizes revenue when (i) persuasive evidence of an arrangement exists; (ii) delivery of the products and/or services has occurred; (iii) the fees are fixed or determinable; and (iv) collectability is reasonably assured. When entering into an arrangement, the Company first determines whether the arrangement includes multiple deliverables and is subject to accounting guidance in Accounting Standards Codification (ASC) Subtopic 605-25, Multiple-Element Arrangements An element qualifies as a separate unit of accounting when the delivered element has standalone value to the customer. The Company’s agreements do not include a general right of return relative to delivered elements. Any delivered elements that do not qualify as separate units of accounting are combined with other undelivered elements within the arrangement as a single unit of accounting. If the arrangement constitutes a single combined unit of accounting, the Company determines the revenue recognition method for the combined unit of accounting and recognizes the revenue over the period from inception through the date the last deliverable within the single unit of accounting is delivered. License rights and non-contingent deliverables, such as knowledge transfer, do not have standalone value as they are not sold separately and they cannot be resold and, consequently are considered a single unit of accounting. Therefore, license revenue in the form of upfront payments is deferred and recognized over the applicable period of the Company’s substantive performance obligations or the period the rights granted are in effect. The Company recognizes a milestone payment when earned if it is substantive and the Company has no ongoing performance obligations related to the milestone. A milestone payment is considered substantive if it 1) is commensurate with either the Company’s performance to achieve the milestone or the enhanced value of the delivered item as a result of a specific outcome resulting from the Company’s performance to achieve the milestone; 2) relates solely to past performance; and 3) is reasonable relative to all of the deliverables and payment terms, including other potential milestone consideration, within the arrangement. The Company records any amounts received prior to satisfying the revenue recognition criteria as deferred revenue in the accompanying consolidated balance sheets. Research and Development Costs Major components of research and development costs include cash compensation, stock-based compensation, depreciation and amortization expense on research and development property and equipment and intangible assets, costs of preclinical studies, clinical trials and related clinical manufacturing, costs of drug development, costs of materials and supplies, facilities cost, overhead costs, regulatory and compliance costs, and fees paid to consultants and other entities that conduct certain research and development activities on the Company’s behalf. Costs incurred in research and development are expensed as incurred. Stock-Based Compensation The Company accounts for stock-based compensation expense related to stock options granted to employees and members of its board of directors by estimating the fair value of each stock option on the date of grant using the Black-Scholes options-pricing model, net of estimated forfeitures. For awards subject to service-based vesting conditions, stock-based compensation expense is recognized over the vesting period using the straight-line method. The fair value of restricted stock units is determined by the closing market price of the Company’s common stock on the date of grant and is also recognized over the vesting period using the straight-line method. For performance-based awards to employees (i) the fair value of the award is determined on the grant date, (ii) the Company assesses the probability of the individual milestones under the award being achieved and (iii) the fair value of the shares subject to the milestone is expensed over the service period commencing once management believes the performance criteria is probable of being met. The Company also accounts for equity instruments issued to non-employees using a fair value approach under ASC Subtopic 505-50, Equity-Based Payments to Non-Employees. The Company values equity instruments and stock options granted using the Black-Scholes option-pricing model. The value of non-employee stock-based compensation is subject to periodic adjustments as the underlying equity instruments vest and is recognized as an expense over the term of the related financing or the period over which services are received. Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The Company records valuation allowances to reduce deferred tax assets to the amount the Company believes is more likely than not to be realized. The Company recognizes uncertain tax positions when the positions will be more likely than not upheld on examination by the taxing authorities based solely upon the technical merits of the positions. The Company recognizes interest and penalties, if any, related to unrecognized income tax uncertainties in income tax expense. The Company did not have any accrued interest or penalties associated with uncertain tax positions as of December 31, 2015 and 2014. The Company is subject to U.S. federal income tax as well as income tax in California and other states. The federal returns for tax years 2012 through 2015 remain open to examination; the California returns remain subject to examination for tax years 2011 through 2015. Carryforward attributes that were generated in years where the statute of limitations is closed may still be adjusted upon examination by the Internal Revenue Service or other respective tax authority. All other state jurisdictions remain open to examination. No income tax returns are currently under examination by taxing authorities. Comprehensive Loss Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive loss is composed of net income/(loss) and other comprehensive income/(loss). The Company's other comprehensive income/(loss) consists of unrealized gains and losses on marketable securities classified as available-for-sale. Basic and Diluted Net Loss per Share of Common Stock Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period. Diluted loss per share is computed similarly to basic loss per share except that the denominator is increased to include the number of additional shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. For all periods presented, potentially dilutive securities are excluded from the computation of fully diluted loss per share as their effect is anti-dilutive. The following table details those securities which have been excluded from the computation of potentially dilutive securities: As of December 31, 2015 2014 2013 Series B convertible preferred stock — — 3,224,141 Class B common shares not exercised — — 5,851,152 Outstanding options 8,777,893 5,138,410 1,727 Outstanding restricted stock units 1,129,638 — — Outstanding warrants 17,819,616 1,850,937 677,441 Total 27,727,147 6,989,347 9,754,461 Amounts in the table above reflect the common stock equivalents of the noted instruments. Segment and Geographic Information Operating segments are defined as components of an enterprise (business activity from which it earns revenue and incurs expenses) for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker (CODM) is its Chief Executive Officer. The Company views its operations and manages its business as a single operating and reporting segment. With the exception of a bank account in Korea at December 31, 2015 and the Inex Bio investment shown on the consolidated balance sheets at December 31, 2014 and 2013, all assets of the Company were held in the United States for the years ended December 31, 2015, 2014 and 2013. Although all operations are based in the United States, the Company generated a portion of its revenue from customers outside of the United States. Information about the Company’s revenue from the different geographic regions for the years ended December 31, 2015, 2014 and 2013 is as follows: Year ended December 31, 2015 2014 2013 United States $ 191 $ 371 $ 380 Europe 21 220 95 Other non-U.S. 24 50 125 Total $ 236 $ 641 $ 600 Recent Accounting Pronouncements Application of New or Revised Accounting Standards—Adopted In July 2013, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exist In April 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity Presentation of Financial Statements Property, Plant and Equipment In June 2014, the FASB issued ASU 2014-12, Compensation-Stock Compensation (Topic 718): Accounting for Share-Based Payments when the Terms of an Award Provide that a Performance Target Could Be Achieved After the Requisite Service Period In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810)—Amendments to the Consolidation Analysis In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes Application of New or Revised Accounting Standards—Not Yet Adopted In May 2014, the FASB issued guidance codified in ASC Topic 606, ASU 2014-09, Revenue Recognition—Revenue from Contracts Revenue Recognition In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (ASU 2016-02), which requires lessees to recognize assets and liabilities for operating leases with lease terms greater than twelve months in the balance sheet. The update also requires improved disclosures to help users of financial statements better understand the amount, timing and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of the adoption of ASU 2016-02 on its financial statements and disclosures. |
Investment In Inex Bio, Inc
Investment In Inex Bio, Inc | 12 Months Ended |
Dec. 31, 2015 | |
Schedule Of Investments [Abstract] | |
Investment in Inex Bio, Inc | 3. Investment in Inex Bio, Inc. In April 2012, the Company made a strategic decision to enter into a License Agreement with Inex Bio, Inc. (Inex Bio), a Republic of Korea corporation (the Inex License Agreement). Under the Inex License Agreement, the Company provided Inex Bio with an exclusive license to the Company’s technology to be used in products only in certain Asian countries. In exchange for the Inex License Agreement, the Company received a $0.3 million up-front license fee. In addition, the Company was eligible to receive milestone payments of up to $0.8 million based upon completion of clinical trials and a 5% royalty on net sales of applicable products using the aNK cells. No milestone payments were due or received for the years ended December 31, 2015, 2014 or 2013. In May 2012, the Company acquired 57,000 shares of Inex Bio for $0.2 million, which represented 22.2% of the outstanding shares and 17.4% of the fully-diluted shares of Inex Bio. The Company accounted for its investment under the equity method. The Company reviewed its investment for impairment in accordance with ASC Topic 320, Investments—Debt and Equity Securities. In February and March 2015, InexBio Holdings (Holdings), an entity owned fifty percent (50%) by Cambridge Equities, L.P., an entity in which Dr. Soon-Shiong, the Company’s chief executive officer and one of the Company’s directors, is the sole member of its general partner, and fifty percent (50%) Eragon Ventures, LLC, an entity of which Dr. Ji, one of our former directors, is managing member, acquired 220,000 shares or 67.3% of Inex Bio from third party owners for $1.1 million. On March 30, 2015, the Company entered into a Stock Purchase Agreement with Holdings and the third party owners, pursuant to which the Company acquired all the remaining outstanding shares of Inex Bio not previously held by the Company. The Company paid to the other owners of Inex Bio cash of $1.5 million and issued warrants to acquire 593,072 shares of the Company’s Class A common stock at an exercise price of $2.00 per share. The Company valued the warrants using the Black-Sholes option-pricing model with a stock price of $10.72 per share as of March 30, 2015, an expected term of 0.04 years, and a volatility of 80%. This resulted in a total fair value of the warrants of $5.2 million. In April 2015, the Company received $1.2 million for the full exercise of the warrants. The Company recorded the transaction as an asset purchase because Inex Bio was a shell corporation without any employees or other significant assets and did not meet the definition of a business under ASC Topic 805, Business Combinations. The purchase price paid to acquire Inex Bio from the other owners is as follows (in thousands): Consideration Total Cash paid by InexBio Holdings, LLC $ 1,100 Cash paid by Company 1,482 Fair value of warrants 5,170 Aggregate purchase price $ 7,752 The following table summarizes the assets acquired and liabilities assumed (in thousands): Cash $ 763 Intangible assets - reacquired rights of Company technology* 8,636 Other assets 42 Investment in Inex Bio (221 ) Deferred tax liability (1,467 ) Accounts payable (1 ) Total assets acquired and liabilities assumed $ 7,752 * Inclusive of $1.5 million intangible asset related to deferred tax liability. The license solely covers pending patent applications at this time. The Company will amortize the intangible assets related to the reacquired rights of the Company technology over 4 years, which represents the period until the next action date of the pending patent application in the territory of the license issued to Inex Bio. The Company paid Holdings cash of $6.5 million and issued warrants to acquire 2,609,520 shares of the Company’s Class A common stock at an exercise price of $2.00 per share for their assistance in negotiating the acquisition of Inex Bio from the other owners. The Company valued the warrants using the Black-Sholes option-pricing model with a stock price of $10.72 per share as of March 30, 2015, an expected term of 0.04 years, and a volatility of 80%. This resulted in a fair value of total warrants of $22.7 million. In April 2015, the Company received $5.2 million for the full exercise of the warrants. The following summarizes the net consideration paid to Holdings (in thousands): Consideration Total Cash $ 6,518 Fair value of warrants 22,747 Less cash paid to acquire shares in Inex Bio (1,100 ) Net consideration $ 28,165 The Company recorded compensation expense for the portion of the cash and warrants issued to Holdings that exceeded the fair value of the shares acquired consistent with ASC Topic 718. The Company recorded $22.7 million of stock-based compensation and $5.4 million of cash compensation to the Company’s chief executive officer and the former director as a result of acquiring their interest in Inex Bio. |
Financial Statement Details
Financial Statement Details | 12 Months Ended |
Dec. 31, 2015 | |
Financial Statement Details [Abstract] | |
Financial Statement Details | 4. Financial Statement Details Receivables, net, prepaid expenses and other current assets As of December 31, 2015 and 2014, receivables, net, prepaid expenses and other current assets were made up of (in thousands): Year Ended December 31, 2015 2014 Interest receivable - marketable securities $ 911 $ — Tax refund receivable 646 — Prepaid services 631 115 Prepaid insurance 466 9 Prepaid legal fees 350 — Due from related parties (See Note 9) 217 — Prepaid license fees 101 — Accounts receivable, net — 145 $ 3,322 $ 269 Property and equipment As of December 31, 2015 and 2014, property and equipment was made up of (in thousands): Year Ended December 31, 2015 2014 Construction in Progress $ 5,136 $ — Equipment 241 29 Leasehold Improvements 182 182 Furniture & Fixtures 125 44 Software 6 2 5,690 257 Accumulated Depreciation and Amortization (167 ) (46 ) $ 5,523 $ 211 Construction in Progress includes the estimated fair market value of the building under the build-to-suit lease of $2.7 million of which the Company is the "deemed owner" for accounting purposes only. See Note 8 - Commitments and Contingencies for further discussion of the Company's build-to-suit lease. Other Long Term Assets As of December 31, 2015 and 2014, other long term assets were made up of (in thousands): Year Ended December 31, 2015 2014 Equipment not placed in service $ 624 $ — Software license and implementation costs 391 — Security deposits 344 19 Investment in Inex Bio (See Note 3) — 249 Deferred financing costs — 141 $ 1,359 $ 409 Intangible Assets As of December 31, 2015 and 2014, intangible assets were made up of (in thousands): Year Ended December 31, 2015 2014 (As Adjusted - see Note 15) Technology license* $ 8,636 $ — Trademarks — 3 Total intangible assets 8,636 3 Less accumulated amortization (1,344 ) — Intangible assets, net $ 7,292 $ 3 *Inclusive of $1.5 million intangible asset related to the deferred tax liability, which is not amortized. Amortization expense was $1.3 million, $0 and $0 for the years ended December 31, 2015, 2014 and 2013, respectively. Amortization for the Company’s technology license is included in research and development expense on the consolidated statement of operations. Future estimated amortization expense related to the Company’s technology license for the next five years and thereafter is as follows: Years ending December 31: 2016 $ 1,792 2017 1,792 2018 1,792 2019 449 2020 — Thereafter — $ 5,825 The remaining amortization period for the technology license is 3.25 years. Accrued Expenses As of December 31, 2015 and 2014, accrued expenses were made up of (in thousands): Year Ended December 31, 2015 2014 Accrued bonuses $ 1,359 $ — Accrued professional and service fees 367 91 Accrued compensation 348 191 Accrued franchise and property taxes 225 — Accrued construction costs 132 — Other 144 29 $ 2,575 $ 311 Investment Income, Net Net investment income includes interest income from all bank accounts as well as marketable securities, dividend income, net realized gains or losses on sales of investments and the amortization of the premiums and discounts of the investments and is as follows for the years ended December 31, 2015, 2014 and 2013 (in thousands). 2015 2014 2013 Interest income $ 312 $ 20 $ 2 Investment amortization accretion income (expense), net (38 ) — — Dividend income 213 — — Net realized gains on investments 2,501 — — $ 2,988 $ 20 $ 2 The interest income includes interest from our bank deposits. No impairment losses were recognized on our investments during the years ended December 31, 2015, 2014 and 2013. |
Cash Equivalents and Marketable
Cash Equivalents and Marketable Securities | 12 Months Ended |
Dec. 31, 2015 | |
Cash Equivalents And Marketable Securities [Abstract] | |
Cash Equivalents and Marketable Securities | 5. Cash Equivalents and Marketable Securities As of December 31, 2015, all of the Company’s marketable securities are classified as available-for-sale and are scheduled to mature within 3.5 years. At December 31, 2015, the Company’s cash equivalents and marketable securities are detailed as follows (in thousands): December 31, 2015 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Current: Commercial paper $ 29,899 $ 13 $ — $ 29,912 Corporate debt securities 99,600 2 (109 ) 99,493 Foreign government bonds 6,951 — (7 ) 6,944 Subtotal current 136,450 15 (116 ) 136,349 Non-current: Corporate debt securities 51,215 1 (85 ) 51,131 Foreign government bonds 4,011 — (7 ) 4,004 Subtotal non-current 55,226 1 (92 ) 55,135 Total $ 191,676 $ 16 $ (208 ) $ 191,484 The cash equivalent portions included in the current fair values above are $5 million for commercial paper and $13 million for corporate debt securities. There were no investments as of December 31, 2014. Available-for-sale investments that had been in an unrealized loss position for less than 12 months at December 31, 2015 are detailed as follows (in thousands): At December 31, 2015 Estimated Fair Value Gross Unrealized Losses Corporate debt securities 141,320 (194 ) Foreign government bonds 10,947 (14 ) Total $ 152,267 $ (208 ) At December 31, 2015, 48 of the securities and bonds are in an unrealized loss position. No securities have been in an unrealized loss position for greater than 12 months. The Company evaluated its securities for other-than-temporary impairment and concluded that the decline in value was primarily caused by current economic and market conditions. The Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases. Therefore, the Company did not recognize any other-than-temporary impairment loss during the year ended December 31, 2015. During the year ended December 31, 2015, the Company sold investments in equity securities and recognized a gain of $2.5 million. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 6. Fair value measurements Fair value is defined as an exit price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Authoritative guidance establishes a three-level hierarchy for disclosure that is based on the extent and level of judgment used to estimate the fair value of assets and liabilities. Financial assets and liabilities measured at fair value on a recurring basis are summarized below at December 31, 2015 and 2014 (in thousands): Fair Value Measurements at December 31, 2015 Total Level 1 Level 2 Level 3 Assets: Current: Cash and cash equivalents* $ 18,039 $ — $ 18,039 Commercial paper 24,917 — 24,917 — Corporate debt securities 86,450 — 86,450 — Foreign government bonds 6,943 — 6,943 — Noncurrent: Corporate debt securities 51,131 — 51,131 — Foreign government bonds 4,004 — 4,004 — Total assets measured at fair value $ 191,484 $ — $ 191,484 $ — Liabilities: Current: Warrant derivative liability $ — $ — $ — $ — Total liabilities measured at fair value $ — $ — $ — $ — * This amount excludes $157.9 million in depository institutions. Fair Value Measurements at December 31, 2014 Total Level 1 Level 2 Level 3 Assets: Current: Cash and cash equivalents* $ — $ — $ — $ — Commercial paper Corporate debt securities — — — — Foreign government bonds — — — — Noncurrent: Corporate debt securities — — — — Foreign government bonds — — — — Total assets measured at fair value $ — $ — $ — $ — Liabilities: Current: Warrant derivative liability $ 177 $ — $ — $ 177 Total liabilities measured at fair value $ 177 $ — $ — $ 177 * This amount excludes $59.1 million in depository institutions. The Company used Level 3 inputs for its valuation methodology for the warrant derivative liability. The estimated fair value was determined using a Monte Carlo option pricing model based on various assumptions. The Company’s warrant derivative liability is adjusted to reflect estimated fair value at each reporting period, with any decrease or increase in the estimated fair value recorded in other income or expense as an adjustment to the fair value of warrant derivative liability. The assumptions used in valuing these warrants are presented in the table below. April 30, 2015 (settlement date) December 31, Expected dividend yield 0 % 0 % Expected volatility 80.0 % 79.5 % Risk-free interest rate 1.43 % 1.67 % Marketability discount 10.0 % 10.0 % In addition, as of the valuation dates, management assessed the probabilities of future financings assumptions in the Monte Carlo valuation models. The Company also applied a discount for lack of marketability to the valuation of the warrant derivative liability based on such trading restrictions due to the shares not being registered. Activity for the warrant derivative liability measured at fair value using significant unobservable inputs (Level 3) is presented in the table below: Warrant Derivative Liability Balance January 1, 2015 $ 177 Adjustment to estimated fair value 1,366 Warrant exercised (1,543 ) Balance at December 31, 2015 $ — |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Notes Payable | 7. Notes Payable 2013 Promissory Note —In June 2013, the Company entered into a securities purchase agreement (the 2013 Securities Purchase Agreement) whereby the Company issued to an institutional investor a $1 million note payable (the 2013 Promissory Note) plus 1,851 shares of Series B preferred stock at a per share price of $0.05 for aggregate proceeds of $1 million. The 2013 Promissory Note accrued interest at 5% per annum and was scheduled to mature on June 20, 2014. The 2013 Promissory Note was secured by all of the assets of the Company. The Company allocated the proceeds under the 2013 Securities Purchase Agreement to the 2013 Promissory Note and Series B preferred stock based on their relative fair values, which resulted in $0.4 million and $0.6 million being allocated to the 2013 Promissory Note and Series B preferred stock, respectively. The Company recorded a debt discount of $0.6 million, which was being amortized to interest expense over the term of the 2013 Promissory Note using the effective interest method. In April 2014, the Company entered into the 2014 Securities Purchase Agreement (Note 12) at which time the holder of the 2013 Promissory Note agreed to convert the $1.0 million principal into 771,458 shares of Series C preferred stock plus a warrant to purchase 192,865 shares of Class A common stock having the same terms as the warrants issued in the 2014 Securities Purchase Agreement (the 2014 Warrant, Note 12). The Company paid accrued interest of $39,000 in cash upon conversion of the 2013 Promissory Note. The 2014 Warrant was outstanding at December 31, 2014. Other Notes and Payables —The 2013 Securities Purchase Agreement was a qualified financing. As a result, certain holders of notes payable and accounts payable totaling $1 million (Converting Creditors) converted their outstanding payable balances into Class A common stock at a conversion price of $2.44 per share. The Series A preferred stock holders and Converting Creditors also entered into a shareholder lock up agreement. 2009 Convertible Notes —In 2009, the Company entered into a bridge loan agreement (the 2009 Bridge Loan Agreement) whereby the Company agreed to sell and issue $0.4 million of convertible promissory notes (the 2009 Convertible Notes). The 2009 Convertible Notes accrued interest at 15% per annum until maturity on September 30, 2010 (the Maturity Date). After the Maturity Date, the 2009 Convertible Notes accrued interest at 24% per annum. The 2009 Convertible Notes were convertible at the option of the holders into securities issued in the Company’s next financing. The 2009 Convertible Notes were secured by all assets of the Company. At December 31, 2013, there was $0.4 million of principal and $0.4 million of accrued interest outstanding on the 2009 Convertible Notes. As discussed below, the 2009 Convertible Notes were exchanged for shares of Class A common stock, and there was no balance outstanding on the 2009 Convertible Notes at December 31, 2014. Each holder of the 2009 Convertible Notes also received a warrant to purchase shares of Class A common stock (the 2009 Warrants). The 2009 Warrants were exercisable only if and to the extent that the holder subscribed to the next financing for a number of shares equal to 300% of the number of shares issued to the holder in the next financing. The exercise price of the 2009 Warrants initially was the purchase price for the shares in the next financing. However, for up to two years after the date that the Company becomes a public company, the exercise price is adjusted to a price equal to the price of the new equity securities should the Company enter into any new equity transaction whereby the price of the equity in the new transaction is lower than the exercise price of the 2009 Warrants. In conjunction with the 2013 Securities Purchase Agreement in June 2013, each holder of the 2009 Convertible Notes entered into a consent, amendment and exchange agreement (the Exchange Agreement). The Exchange Agreement (i) modified the Maturity Date to June 20, 2014; (ii) caused each holder to execute a subordination and shareholder lock-up agreement, and; (iii) upon a Mandatory Exchange Financing (Company closing a private placement of stock or other securities of at least $3 million, Note 8), automatically exchanged the outstanding principal and accrued interest under the 2009 Convertible Notes and the 2009 Warrants for shares of Class A common stock at an exchange rate of three times the principal amount of the 2009 Convertible Notes divided by the per share price of the Mandatory Exchange Financing. In April 2014, the 2014 Securities Purchase Agreement qualified as a Mandatory Exchange Financing and the $0.4 million outstanding principal balance plus $0.4 million accrued interest on the 2009 Convertible Notes and the 2009 Warrants were exchanged for 985,229 shares of the Company’s Class A common stock. The 2009 Convertible Notes and the 2009 Warrants were no longer outstanding at December 31, 2014. In connection with the sale of the 2009 Convertible Notes, the Company used a placement agent. The placement agent received a corporate advisory warrant (the CA Warrant) for common stock equal to 20% of the issued and outstanding common stock of the Company on a fully diluted basis immediately following the final closing of the Bridge Loan Agreement financing. The CA Warrant had an exercise price of $2.44 per share and was to expire on September 30, 2019. The placement agent also received a warrant for common stock for the number of shares equal to 9% of the number of warrant shares issued to the holders who subscribe to the next financing (the PA Warrant). The initial exercise price of the PA Warrant is equal to the price of the next financing. In conjunction with the 2013 Securities Purchase Agreement in June 2013, the placement agent agreed to exchange the CA Warrant and PA Warrant into shares of Class A common stock equal to 10% of the shares of fully-diluted stock outstanding immediately following the closing of a Mandatory Exchange Financing less certain exempted issuances. At the 2014 Securities Purchase Agreement closing in April 2014, the CA Warrant and PA Warrant were exchanged for 3,052,608 shares of the Company’s Class A common stock. The Company also issued to the placement agent 34,715 shares of Class A common stock in exchange for a cash commission in conjunction with the 2014 Securities Purchase Agreement. Settlement Agreement Note —In 2007, the Company entered into a settlement agreement with a former officer of the Company (the Settlement Agreement Note). The Settlement Agreement Note included a cash payment to the former officer of $0.3 million payable upon the Company’s receipt of any debt or equity financing. As part of the 2009 Convertible Notes financing, the Settlement Agreement Note was amended so that the Note will convert into Class A common stock at a conversion price of $2.44 per share on the second anniversary of Company being a publicly traded company. The $0.3 million outstanding Settlement Agreement Note balance is reflected in other current liabilities on the consolidated balance sheets as of December 31, 2014. In March 2015, the Company entered into a Supplemental Agreement and General Release (the Supplemental Agreement) with the former officer related to the Settlement Agreement. As a result, (i) the Company agreed to pay $0.13 million in exchange for retiring the note and (ii) the former officer agreed to exercise a warrant from 2008 to purchase 32,675 shares of Class A common stock at an exercise price of $2.44 per share. The Settlement Agreement Note is no longer outstanding as of December 31, 2015 and the $0.13 million difference between the carrying value of the Settlement Agreement Note and the amount paid to retire the Settlement Agreement Note is reflected in other income on the consolidated statement of operations for the year ended December 31, 2015. Founder Note— As consideration for the sale and assignment of the license and technical information to the NK-92 cell line to the Company in 2009 and 2010 in connection with the amendment to the Founder License Agreement (Note 8), the Company issued a non-interest bearing note (the Founder Note) to a founder for $23,000. In April 2014, the outstanding balance was paid in full and the balance was no longer outstanding at December 31, 2014. Other Notes and Creditors—As part of the 2009 Convertible Notes financing, certain other note holders and creditors with obligations totaling $0.2 million (Other Creditors) executed agreements either to defer payment for three years or convert the obligations into Class A common stock upon the Company closing a financing of at least $1.2 million at a conversion price of $2.44 per share. In conjunction with the 2013 Securities Purchase Agreement, Other Creditors holding $20,000 of principal plus $29,000 of accrued interest elected to convert their obligations into 20,205 shares of Class A common stock. Other Creditors holding $50,000 of principal entered into exchange agreements whereby, upon the Company completing a Mandatory Exchange Financing, the balance plus any accrued interest is automatically exchanged for shares of Class A common stock at an exchange rate of three times the amount owed divided by the per share price of the Mandatory Exchange Financing. At the close of the 2014 Securities Purchase Agreement in April 2014, the $50,000 principal plus accrued interest of $50,000 were exchanged for 230,859 shares of Class A common stock. In April 2014, an Other Creditor with $0.1 million of outstanding principal and interest agreed to sell its note to a third party who agreed to exchange the note for 114,369 shares of Class A common stock. Other Creditors with $29,000 of outstanding principal plus $13,000 of accrued interest were repaid in cash in April 2014. Side Agreement Notes —Payables and debt totaling $0.2 million were sold by certain creditors to existing investors (the Side Agreements). In conjunction with the Side Agreements, the Company issued to the investors convertible notes (the Side Agreement Notes) pursuant to an exchange agreement whereby upon the Company completing a Mandatory Exchange Financing, the outstanding balance under the (the Side Agreement Notes) are automatically exchanged for shares of Class A common stock at an exchange rate of the amount divided by the per share price of the Mandatory Exchange Financing. At the close of the 2014 Securities Purchase Agreement in April 2014, the $0.2 million balance of the (the Side Agreement Notes) was exchanged for 192,341 shares of Class A common stock. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 8. Commitments and Contingencies Contingencies In March 2009, the Company received a final rejection in one of the Company’s original patent applications pertaining to certain limited methods of use claims for NK-92 from the U.S. Patent and Trademark Office (the USPTO) (but the USPTO allowed claims on all of the other proposed claims, including other methods of use). The Company appealed this decision with the USPTO Board of Appeals and, in the fall of 2013, the Board of Appeals reversed the Examiner’s rejection of the claim to certain limited methods of use with NK-92, but affirmed the Examiner’s rejection of the remaining patent claims. In December 2013, the Company brought an action in the U.S. District Court for the Eastern District of Virginia to review the decision of the USPTO as the Company disagreed with the decision as to the certain limited non-allowed claims. On September 2, 2015, the U.S. District Court granted the USPTO’s motion for summary judgment. The Company filed a notice of appeal on September 24, 2015. Based on the information available to us at present, the Company cannot reasonably estimate a range of loss for this action. Accordingly, no liability associated with this action has been accrued. The Company is expensing legal costs associated with defending this litigation as the costs are incurred. Contractual Obligations - Leases The Company leases: (i) office space in Cardiff-by-the-Sea, California under a non-cancelable operating lease that expires in August 2016; (ii) a research facility in Boston, Massachusetts on a month-to-month basis; (iii) a research and manufacturing facility in San Diego, California (see below); (iv) office space in Cary, North Carolina (see below); and; (v) office and research space in Culver City, California from a related party (see Note 9). In June 2015, the Company entered into a lease agreement for an approximately 44,681 square foot facility in San Diego, California for a research and development laboratory, related office and other related uses. The term of the lease extends for seven years commencing on August 1, 2016. The base rent is $0.2 million per month with 3% annual increases on each anniversary date. In July 2015 the Company entered into a sublease for the building with the current lessee for a term of year commencing August 1, 2015. There is no fixed rent or operating expenses during the sublease term other than utilities. In July 2015, the Company entered into a lease agreement for approximately 3,067 square feet of office space in Cary, North Carolina. The term of the lease is 26 months commencing on July 1, 2015. The base rent is $6,000 per month with 3% annual increases on each anniversary date. In November 2015, the Company entered into a facility license agreement with NantWorks (Note 9) for approximately 9,500 square feet of office space in Culver City, California, which is to be converted to a research and development laboratory and a Good Manufacturing Practices (GMP) laboratory. The license was effective in May 2015 and extends through December 2020. The Company has the option to extend the license through December 2023. The monthly license fee is $47,000 with annual increases of 3% beginning in January 2017. Additional terms for the license shall be determined at fair market value. For the year ended December 31, 2015, the Company recorded rent expense of $0.2 million, included in research and development. The Company is responsible for costs to build out the laboratory and has incurred costs of approximately $2.0 million as of December 31, 2015 which is reflected in construction in progress on the consolidated balance sheet. Additionally, in order for the facility to meet the Company's research and development and GMP laboratory specifications, the Company made structural changes as part of the conversion from office to laboratory space, and as a result, the Company has concluded that it was the “deemed owner” of the building (for accounting purposes only) during the construction period. Accordingly, the Company recorded a non-cash build-to-suit lease asset of $2.7 million, representing its estimate of the fair market value of the building, and a corresponding construction build-to-suit lease liability, recorded as a component of other current and non-current liabilities on the consolidated balance sheet as of December 31, 2015. Upon completion of construction of this facility, the Company evaluates the de-recognition of the asset and liability under the provisions of ASC 840.40 Leases - Sale-Leaseback Transactions. However, if the Company does not comply with the provisions needed for sale-leaseback accounting, the lease will be accounted for as a financing obligation and lease payments will be attributed to (1) a reduction of the principal financing obligation; (2) imputed interest expense; and (3) land lease expense (which is considered an operating lease and a component of research and development expenses) representing an imputed cost to lease the underlying land of the facility. In addition, the underlying building asset will be depreciated over the building's estimated useful life which is estimated at 39 years. And at the conclusion of the lease term, the Company would de-recognize both the net book values of the asset and financing obligation. The Company recognizes rent expense under operating leases on a straight-line basis. Rent expense for the years ended December 31, 2015, 2014 and 2013 was $1.5 million, $0.2 million and $0.1 million, respectively. Collaborative Arrangement A collaborative arrangement is a contractual arrangement that involves a joint operating activity. These arrangements involve two or more parties who are (i) active participants in the activity, and (ii) exposed to significant risks and rewards dependent on the commercial success of the activity. Joint Development and License Agreement —In December 2014, the Company entered into a Joint Development and License Agreement (the Joint Development and License Agreement) with Sorrento Therapeutics, Inc. (Sorrento). Under the Joint Development and License Agreement, the Company and Sorrento agreed to exclusively collaborate on research, development and commercialization with respect to certain technologies and intellectual property rights as may be agreed between the parties for the purpose of jointly developing therapeutic applications of certain effector cell lines. To fund the Company’s joint research and development efforts, Sorrento agreed to make research credit payments to the Company of up to $2 million in 2015 and 2016, reduced by certain expenses for which the Company is responsible under the agreements. The research credit payments, due in December of each year, will be paid in the form of full-time employee expense credits by Sorrento to work on behalf of the Company and for the Company’s portion of any development costs and a laboratory credit towards maintaining a laboratory on Sorrento’s premises. For each cell line or product to be developed by the parties pursuant to the Joint Development and License Agreement, one party (the Primary Party), as mutually agreed upon by a designated steering committee comprised of three representatives from each party when a statement of work is agreed to by the parties, will have the right and authority to initiate and control the development, testing, regulatory approval or commercialization of such cell line or joint product, including the right to license and sublicense all applicable intellectual property rights (including joint product rights) with respect thereto. The Primary Party will also bear all costs associated with the development of the applicable cell line or product unless the other party shares in such costs. The ratio of such split between the parties is conditioned on the stage of development of the cell line or product and each party’s contribution towards development costs. Sorrento and the Company each will own an undivided interest in and to all rights, title and interest in and to the joint product rights. The Joint Development and License Agreement expires upon the later of three years or completion of the series of collaborative research and development efforts. In connection with the Joint Development and License Agreement, Sorrento entered into a subscription and investment agreement with the Company under which the Company sold to Sorrento 4,557,537 shares of the Company’s Class A common stock for gross proceeds of $8 million. Subsequently, Sorrento purchased 1,060,789 shares of the Company’s Class A common stock for an additional $2 million in gross proceeds. There was no joint research activity under the Joint Development and License Agreement during year ended December 31, 2015 and as a result, no payment was received during the year ended December 31, 2015. As of the date hereof, the Company and Sorrento have not yet agreed upon any projects under the Joint Development and License Agreement; therefore Sorrento has no rights to use the Company’s NK cells or other technologies or intellectual property rights or to begin related research, development or commercialization activities and the Company is free to pursue, and is actively pursuing, research, development and commercialization activities with antibodies that may bind to various targets, including PDL1, ROR-1, CD33 and CD123. Royalties and In-licensing Agreements Founder License Agreement —In 2003, the Company entered into a licensing agreement with a founding shareholder of the Company for the exclusive license to the NK-92 cell line and related know-how for payment of certain royalties related to the sales of licensed products (the Founder License Agreement). In 2009 and 2010, the Founder License Agreement was amended for the sale and assignment of the licensed patents to the Company. As consideration for the sale and assignment of the licensed patents and technical information to the Company, the founding shareholder was to receive a one-time cash payment of $75,000, which was converted to a non-interest bearing note (the Founder Note) (Note 7). In addition, the Company is obligated to (i) pay low single digit percentage royalties of net sales of licensed products for therapeutic and diagnostic use; (ii) issue additional shares of common stock of the Company in conjunction with the closing of a financing of at least $1 million after the 2013 Securities Purchase Agreement to ensure the founder retains no less than a 7% ownership interest of the total outstanding common shares of the Company on a fully diluted basis; (iii) pay the British Columbia Cancer Agency a low single digit percentage royalty on net sales on aNK cell-based products, a responsibility assumed by the Company for the founding shareholder; and (iv) issue a warrant (Founder Warrant) to purchase up to 123,433 additional shares of Class A common stock at a purchase price of $2.44 per share with a 10 year exercise term subject to the completion of five milestones pertaining to granting of a patent, completion of clinical trials and issuance of a commercial biologic license. In 2013, the first milestone, a claim granted for a certain patent application in the United States, was achieved and as a result 37,030 shares underlying the Founder Warrant became exercisable. In March 2014, the Founder License Agreement was amended to (i) provide for payment to the founder of low single digit percentage royalties on net sales of licensed products for therapeutic and diagnostic use and mid-single digit percentage royalties from sublicenses for net sales of licensed products; (ii) exchange warrants held by the founder to purchase up to 156,109 shares of Class A common stock for a fully-vested incentive stock option to purchase up to 740,600 shares of Class A common stock at fair market value on the date of issuance upon the Company closing a private placement of stock or other securities of at least $3 million (the Mandatory Exchange Financing); and (iii) remove the requirement for the founder to retain not less than a 7% ownership interest of the total outstanding common shares of the Company on a fully diluted basis. Through December 31, 2015, no royalties have been earned or paid. Fox Chase Cancer Center License Agreement —In 2004 and amended in 2008, the Company entered into an exclusive license agreement with Fox Chase Cancer Center (Fox Chase) for the exclusive, worldwide rights to certain patents and know-how pertaining to CD16 receptors bearing NK-92 cell lines. In consideration for this exclusive license granted, the Company agreed to pay Fox Chase (i) low single-digit percentage royalties on net sales of licensed products for therapeutic and diagnostic use; and (ii) mid-twenties percentage royalties on any compensation the Company receives from sublicensees. The Company recorded royalty expense of $52,000, $0.2 million and $0.1 million for the years ended December 31, 2015, 2014 and 2013, respectively, related to the Fox Chase Cancer Center License Agreement. Royalty expense is included in selling, general and administrative in the consolidated statements of operations. Rush University Medical Center License Agreement— In 2004, the Company entered into a 12-year licensing agreement with Rush University Medical Center for the exclusive rights to license and grant sublicenses of certain intellectual property related to clinical use of NK-92. The Company is required to pay low to mid-single digit percentage royalties on net sales depending upon the various fields of studies and other factors. The Company is required to pay a minimum annual royalty of $25,000. The Rush University Medical Center License Agreement also provides for payments in the aggregate amount of $2.5 million upon the Company achieving various milestones, including upon (i) the completion of Phase II clinical trial associated with the licensed intellectual property; (ii) the approval by the Food and Drug Administration (the FDA) of a new drug application for a licensed product; and (iii) the first year that sales of the licensed product equals or exceeds $0.3 million. The Rush University Medical Center License Agreement terminates on the 12th anniversary of the first payment of royalties, which occurred in 2006, at which point the license is deemed a perpetual, irrevocable, fully-paid royalty-free, exclusive license, and may be terminated earlier by either party for material breach. During the years ended December 31, 2015, 2014 and 2013, the Company recorded royalty expense of $25,000, $50,000 and $25,000, respectively, related to the Rush University Medical Center License Agreement. Royalty expense is included in selling, general and administrative in the consolidated statements of operations. No milestones were met during the years ended December 31, 2015 or 2014. Chemotherapeutisches Forschungsinstitut Georg-Speyer-Haus (GSH) and DRK-Blutspendedienst Baden-Wurttemberg-Hessen gGmbH (BSD) License Agreement— In August 2015, the Company entered into a license agreement with GSH and BSD under which the Company was granted an exclusive license to certain GSH-BSD patents, materials and know-how that specifically targets ErbB2 expressing cancers. In addition, GSH granted the Company an exclusive license to certain GSH only technology and materials. In consideration for the licenses, the Company agreed to pay initial and annual licensing fees, regulatory and commercial milestones and low single-digit percentage royalties on net sales of licensed products. The royalty term shall continue in a particular country until the later of (i) the expiration of the valid patent claims in such country or (ii) a specified period of time after the first commercial sale of licensed product in such country. The license agreement shall continue until no further payments are due at which time the licenses and rights will continue on a non-exclusive, royalty-free basis. The license agreement can be terminated earlier for: (i) material breach by either party after 60 days cure period, (ii) the Company declaring bankruptcy or insolvency, (iii) the Company in its sole discretion upon 60 days prior written notice. The Company paid $1.1 million for initial license fees under the license, which are included in research and development expenses in the consolidated statements of operations for the year ended December 31, 2015 . The following table summarizes our significant contractual obligations at December 31, 2015 for each of the periods indicated (in thousands): Payments Due by Period Total Less than 1 Year 1-3 Years 3-5 Years More than 5 Years Contractual Obligations Operating lease obligations $ 19,115 $ 1,094 $ 5,638 $ 5,928 $ 6,455 License agreement obligations* 1,311 — 437 874 — Total $ 20,426 $ 1,094 $ 6,075 $ 6,802 $ 6,455 *This obligation is measured in Euros, but shown in US dollars using the exchange rate as of December 31, 2015. |
Related Party Agreements
Related Party Agreements | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Agreements | 9. Related Party Agreements In June 2015, the Company spun out Brink Biologics, Inc. (Brink Biologics) and Coneksis, Inc. (Coneksis) (Note 11). The Company’s chairman and chief executive officer has a controlling interest in Brink Biologics and Coneksis. The Company’s chairman and chief executive officer founded and has a controlling interest in NantWorks, Inc. (NantWorks), which is a collection of multiple companies in the healthcare and technology space. The Company has entered into arrangements with NantWorks and certain affiliates of NantWorks, as described below, to facilitate the development of new genetically modified NK cells for the Company’s product pipeline. In June 2015, the Company entered into an agreement with NantOmics, LLC (NantOmics) to obtain genomic sequencing and proteomic analysis services, as well as related data management and bioinformatics services, exclusively from NantOmics. The Company is obligated to pay NantOmics a fixed, per sample fee, determined based on the type of services being provided. The agreement has an initial term of five years and renews automatically for successive one year periods, unless terminated earlier. All payments are due 30 days from the invoice date. For the year ended December 31, 2015, the Company recorded operating expense of $50,000 to research and development under this arrangement in the consolidated statement of operations. The Company owed NantOmics $30,000 at December 31, 2015 included on the due to related parties line of the consolidated balance sheet. In June 2015, the Company entered into an agreement with NanoCav, LLC (NanoCav) pursuant to which the Company obtained access to NanoCav’s virus-free cell transfection technologies on a non-exclusive basis. Under the agreement, NanoCav will conduct certain, mutually-agreed feasibility studies, on a fee for service basis, to evaluate the use of its cell transfection technologies with the Company’s aNK cells. The agreement has an initial term of five years and renews automatically for successive one year periods, unless terminated earlier. All payments are due 30 days from the invoice date. In September 2015, the Company made a $45,000 feasibility study retainer payment as required by the agreement which is recorded in prepaid expenses in the consolidated balance sheet. At December 31, 2015, there was no balance due between the companies. In June 2015, the Company also entered into a supply agreement with NantCell, Inc. (NantCell) pursuant to which the Company has the right to purchase NantCell’s proprietary bioreactors, made according to specifications mutually agreed to with NantCell. The Company also has the right to purchase reagents and consumables associated with such equipment from NantCell. In September 2015, the Company made a $0.5 million nonrefundable, upfront payment to NantCell as required by the agreement, which upfront payment is creditable against the Company’s future development activities and equipment purchases under the agreement. The agreement has an initial term of five years and renews automatically for successive one year periods unless terminated earlier. The upfront payment is included in prepaid expenses in the consolidated balance sheets. Payments are due 30 days from the invoice date. At December 31, 2015, there was no balance due between the companies. In November 2015, the Company entered into a shared services agreement with NantWorks under which NantWorks will provide corporate, general and administrative, manufacturing strategy, regulatory and clinical trial strategy and other support services to the Company. The Company will be charged for the services at cost plus reasonable allocation for indirect costs that relate to the employees providing the services. The agreement is effective as of August 1, 2015. For the year ended December 31, 2015, the Company recorded operating expenses of $0.3 million to research and development and $1.0 million to selling, general and administrative under this arrangement in the consolidated statement of operations. In November 2015, the Company entered into a facility license agreement with NantWorks, effective in May 2015, for approximately 9,500 square feet of office space in Culver City, California, which is to be converted to a research and development laboratory and a Good Manufacturing Practices (GMP) laboratory. The license was effective in May 2015 and extends through December 2020. The Company has the option to extend the license through December 2023. The monthly license fee is $47,000 with annual increases of 3% beginning in January 2017. Additional terms for the license shall be determined at fair market value. For the year ended December 31, 2015, the Company recorded rent expense of $0.2 million, included in research and development on the consolidated statement of operations. All charges between the Company and NantWorks are settled quarterly. At December 31, 2015, the Company owed NantWorks $1.3 million included on the due to related parties line of the consolidated balance sheet. The Company is responsible for costs to build out the laboratory and has incurred costs of approximately $2.0 million as of December 31, 2015 which is reflected in construction in progress on the consolidated balance sheet. Additionally, in order for the facility to meet the Company's research and development and GMP laboratory specifications, the Company made structural changes as part of the conversion from office to laboratory space, and as a result, the Company has concluded that it was the “deemed owner” of the building (for accounting purposes only) during the construction period. Accordingly, the Company recorded a non-cash build-to-suit lease asset of $2.7 million, representing its estimate of the fair market value of the building, and a corresponding construction build-to-suite lease liability, recorded as a component of other current and non-current liabilities on the consolidated balance sheet as of December 31, 2015. Upon completion of construction of this facility, the Company evaluates the de-recognition of the asset and liability under the provisions of ASC 840.40 Leases - Sale-Leaseback Transactions. However, if the Company does not comply with the provisions needed for sale-leaseback accounting, the lease will be accounted for as a financing obligation and lease payments will be attributed to (1) a reduction of the principal financing obligation; (2) imputed interest expense; and (3) land lease expense (which is considered an operating lease and a component of research and development expenses) representing an imputed cost to lease the underlying land of the facility. In addition, the underlying building asset will be depreciated over the building's estimated useful life which is estimated at 39 years. And at the conclusion of the lease term, the Company would de-recognize both the net book values of the asset and financing obligation. In December 2013, the Company entered into restricted stock purchase agreements with certain officers to sell 7,532,251 shares of the Company’s Class B common stock (Note 12). As consideration for the shares, the officers executed secured promissory notes totaling $1.5 million (the Secured Notes). The Secured Notes accrued interest at 1.64% per annum, and all principal and interest was due and payable on the earlier of (i) the sale of all or substantially all of the Company’s stock by the officer and (ii) December 2022. The Secured Notes were collateralized by the underlying Class B common stock. Since the Secured Notes were non-recourse, they were treated similar to stock options for accounting purposes with the fair value recognized through a charge to compensation expense. The shares of Class B common stock were not considered issued and outstanding in the consolidated financial statements until the Company received payment against the Secured Notes. In December 2013, the Company recorded $0.9 million of compensation expense using the Black-Scholes option-pricing model to determine the fair value of the Class B common stock granted to the officers. The assumptions used in the model are presented in the table below. Expected term 3 years Risk-free interest rate 0.78 % Expected volatility 92.00 % Dividend yield 0.00 % In 2013 and 2014, the Company received principal payments under the Secured Notes of $0.2 million and $1.2 million, respectively. Additionally in 2013 and 2014, an officer agreed to offset against his outstanding principal and interest $0.1 million and $23,000, respectively, of amounts the Company owed to him. Upon receipt of these payments, the Company issued to the officers 1,681,099 and 5,851,152 shares of Class B common stock in 2013 and 2014, respectively. As of December 31, 2014, the Secured Notes were settled in full. |
Out-Licensing Agreement
Out-Licensing Agreement | 12 Months Ended |
Dec. 31, 2015 | |
Licensing Agreement [Abstract] | |
Out-Licensing Agreement | 10. Out-Licensing Agreement Intrexon License Agreement— In February 2010, the Company entered into a 17-year license agreement with Intrexon Corporation (Intrexon) pursuant to which the Company granted to Intrexon a non-exclusive, worldwide, sublicensable license to research and sell products under certain patents relating to modified NK-92 cells that express Intrexon’s proprietary gene sequences for use as a therapeutic and prophylactic agent in humans in specified therapeutic areas. In consideration for the license agreement, Intrexon paid the Company a one-time fee of $0.4 million and will pay the Company the following milestone payments: $50,000 upon the first IND filing; $0.1 million upon the commencement of the first Phase II clinical trial; $0.4 million upon the commencement of the first Phase III clinical trial; and $0.5 million upon the first commercial sale relating to the licensed products. Intrexon is obligated to pay the Company a low single digit percentage royalty based on net sales of the licensed products by Intrexon and a mid-teen percentage royalty based on revenues received by Intrexon in connection with sublicenses of the licensed products. No milestone payments were due or received in the years ended December 31, 2015, 2014 or 2013. For the years ended December 31, 2015, 2014 and 2013, the Company recorded revenue of $20,000 each year, related to the agreement in the consolidated statements of operations. |
Spin-out of Brink Biologics and
Spin-out of Brink Biologics and Coneksis | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Spin-out of Brink Biologics and Coneksis | 11. Spin-out of Brink Biologics and Coneksis On June 9, 2015, the Company spun out its business related to testing and diagnostic products and services into the entity, Brink Biologics in exchange for all of the issued and outstanding shares of Brink Biologics which were subsequently distributed by a dividend to our stockholders. Under the spin-out arrangement, the Company transferred to Brink Biologics all of the Company’s existing revenue-earning, non-exclusive license agreements that allow third parties to use the Company’s cell lines and intellectual property for non-clinical laboratory testing. In addition, the Company transferred or licensed to Brink Biologics the Company’s other assets associated with testing and diagnostics products and services. The Company granted to Brink Biologics worldwide, exclusive licenses to the use of certain cell lines limited to the field of in vitro in vivo On June 9, 2015, the Company spun out its business related to veterinary oncology into the entity, Coneksis in exchange for all of the issued and outstanding shares of Coneksis which were subsequently distributed by a dividend to our stockholders. In connection with the spin-out arrangement, the Company granted to Coneksis worldwide, exclusive licenses for use of certain cell lines in the field of veterinary medical research and therapeutics, trademarks, intellectual property, and patents, including the Company’s rights under its license agreement with Fox Chase Cancer Center. As part of the agreement, the Company also has a non-exclusive license to any results and data arising from Coneksis’ use of the Company’s cell lines and intellectual property for the Company’s use for internal research purposes and outside of Coneksis’ field. In consideration for the license grants, Coneksis is obligated to pay the Company a single-digit royalty on amounts received for the sale of licensed products and services, as well as a single-digit percentage share of other revenue received by Coneksis from the grant of sublicenses under the Company’s rights. Coneksis and the Company have the right to terminate the license agreement under certain conditions. Also, as part of the spin-out arrangement, the Company has agreed to provide certain services to Coneksis for a transitional period on a fee-for-service basis. Invoices for services are to be issued monthly and payments are due 30 days from the date invoiced. For the year ended December 31, 2015, the Company has invoiced Coneksis for service fees in the amount of $6,000 which is recorded in other income on the consolidated statement of operations. Had the Company consummated the spin-out as of the beginning of the year, there would have been no material impact to the statement of operations for the year ended December 31, 2015. At December 31, 2015, Coneksis owes the Company $6,000, which has been fully reserved. The Company determined it has a variable interest in both Brink Biologics and Coneksis through its royalty agreements. Based upon the level of equity investment at risk, Brink Biologics and Coneksis are considered variable interest entities (VIEs). The Company considered whether it is the primary beneficiary of the Brink Biologics and Coneksis VIEs and required to consolidate the entities. As the Company does not control the research and development or the sales of the potential licensed or commercialized products, the Company does not direct the activities of Brink Biologics and Coneksis that most significantly impact their economic performance. Therefore, the Company determined that it is not the primary beneficiary of the entities and does not consolidate the Brink Biologics VIE and the Coneksis VIE. In April 2014, the FASB issued ASU No. 2014-08 - Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | 12. Stockholders’ Equity Stock Repurchase— In November 2015, the board of directors approved a share repurchase program (the 2015 Share Repurchase Program) allowing the CEO or CFO, on behalf of the Company, to repurchase from time to time, in the open market or in privately negotiated transactions, up to $50 million of the Company’s outstanding shares of common stock, exclusive of any commissions, markups or expenses. The timing and amounts of any purchases will be based on market conditions and other factors, including price, regulatory requirements and other corporate considerations. The program does not require the purchase of any minimum number of shares and may be suspended, modified or discontinued at any time without prior notice. The Company expects to finance the purchases with existing cash balances. No shares were repurchased as of December 31, 2015. Conversion —In June 2015, the board of directors and the requisite shareholders approved the conversion of Class A common stock to common stock. Each share of Class A common stock (the 2015 Conversion) converted into 1.00 share of common stock. Additionally, the number of authorized shares of common stock was increased from 80,000,000 to 100,000,000. In December 2014, the board of directors and the requisite shareholders of each class of stock approved the conversion of 8,295,402 shares of Class B common stock, 9,502,898 shares of Series B preferred stock and 5,754,984 shares of Series C preferred stock into Class A common stock (the 2014 Conversion). Each share of Series B common stock and Series C preferred stock converted into 1.00 share of Class A common stock and each share of Series B preferred stock converted into 5,132.548 shares of Class A common stock. Forward Stock Split —On July 10, 2015, the Company amended its amended and restated certificate of incorporation effecting a 1.8515-for-1 forward stock split of its common stock. The forward stock split did not cause an adjustment to the par value or the authorized shares of the common stock or preferred stock. As a result of the forward stock split, the Company also adjusted the share and per-share amounts under its 2014 Equity Incentive Stock Plan and common stock warrant agreements with third parties. No fractional shares were issued in connection with the forward stock split. All disclosure of common shares and per common share data in the accompanying consolidated financial statements and related notes have been adjusted retroactively to reflect the forward stock split for all periods presented. Amended and Restated Certificate of Incorporation —On July 31, 2015 the Company amended its Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 to 500,000,000. Common Stock —In June 2015, the Company sold 3,698,695 shares of common stock in a private placement offering for net proceeds of $71.0 million after $28,000 of issuance costs. On July 8, 2015, the Company sold 364,638 shares of common stock in a private placement offering for gross proceeds of $7.0 million. On July 31, 2015, the Company closed its initial public offering and sold 9,531,200 shares of common stock for net proceeds of $221.5 million after underwriters’ discounts and commissions and offering expenses of $16.8 million. In addition, the Company completed a separate private placement concurrent with the completion of the initial public offering and sold 680,000 shares of common stock for proceeds of $17.0 million. Redomestication —In March 2014, the Company entered into a definitive merger and share exchange agreement pursuant to which the Company redomesticated from the State of Illinois to the State of Delaware and the Illinois Company ceased to exist (the Redomestication). In connection with the Redomestication, the holders of Class A and Class B common stock received one share of Class A and Class B common stock of the Delaware Company, respectively, in exchange for fifteen shares of the Illinois Company. The holders of Series B preferred stock received one share of Series B preferred stock of the Delaware Company in exchange for one share of the Illinois Company. The holders of any options, warrants or other securities are subject to adjustment based on the ratio of 1 for 15. All share numbers and per share prices in the accompanying consolidated financial statements have been adjusted to reflect the 1 for 15 exchange. Class A Common Stock —On June 18, 2015, the Company repurchased 249,952 shares of Class A common stock from an employee at $19.20 per share for $4.8 million. This was not part of the November 2015 share repurchase program described above. In December 2014, the Company issued 4,557,537 shares of Class A common stock at $1.76 per share for gross proceeds of $8 million in a private placement transaction with Sorrento (Note 8). Subsequently in December 2014, the Company entered into a private placement offering and sold 26,252,262 shares of Class A common stock at $1.89 per share for gross proceeds of $49.5 million, of which Sorrento purchased 1,060,789 shares for $2 million. Related stock issuance costs totaled $0.2 million. In conjunction with the offering, the Company amended its Bylaws to increase the size of the board of directors to nine. In 2014, the Company issued a restricted stock award for 129,605 shares of Class A common stock that vested upon achieving certain performance milestones. The holder met those milestones during 2014. In conjunction with the 2014 Securities Purchase Agreement, the Company converted the 2009 Convertible Notes, the Other Creditor debt, and Side Agreement Notes into a total of 1,522,799 shares of Class A Common stock. Also in conjunction with the 2014 Securities Purchase Agreement, the placement agent agreed to exchange the CA Warrant and PA Warrant and $45,000 of its cash commission (Note 7) for a total of 3,087,324 shares of Class A Common stock. Refer to the table below for further details of the 2014 Securities Purchase Agreement. In conjunction with the 2013 Securities Purchase Agreement, 389,437 shares of Class A common stock were issued for conversion of certain debt and payables totaling $1.0 million, and 406,048 shares were issued in exchange for all outstanding shares of Series A preferred stock. Class B Common Stock —In March 2014, the Company issued 763,151 shares of Class B common stock to a placement agent in exchange for an outstanding warrant. In December 2013, the Company sold 7,532,251 shares of Class B common stock to officers (Note 9). In 2014 and 2013, the Company issued 5,851,152 and 1,681,099 shares of Class B common stock, respectively, to an officer of the Company as an offset against his outstanding principal and interest owed to the Company under a secured note Series B Preferred Stock —In December 2014, all outstanding shares of Series B preferred stock were converted into 9,502,898 shares of Class A common stock during the 2014 Conversion. In June 2013, the Company entered into the 2013 Securities Purchase Agreement whereby the Company issued the 2013 Promissory Note plus 1,851 shares of Series B preferred stock for aggregate proceeds of $1.0 million (Note 7). Series C Preferred Stock —In December 2014, all outstanding shares of Series C preferred stock were converted into 5,754,984 shares of Class A common stock during the 2014 Conversion. In April 2014, the Company sold 4,983,526 Units in a private placement offering for gross proceeds of $6.5 million under a securities purchase agreement (the 2014 Securities Purchase Agreement). In addition, 771,458 Units were issued in conjunction with conversion of the 2013 Promissory Note (Note 7). Each Unit consists of one share of the Company’s Series C preferred stock and a warrant to purchase 0.25 share of Class A common stock at an initial exercise price of $1.62 per share (the Unit). The warrant expires three years following the date the Company becomes required to file reports under the Exchange Act. The 2014 Securities Purchase Agreement qualified as a Mandatory Exchange Financing (Note 7). The following summarizes changes in securities in conjunction with the 2014 Securities Purchase Agreement: Class A common stock Class B common stock Series C preferred stock Warrants to purchase Class A common stock Options to purchase Class A common stock Share Balance in April 2014 prior to 2014 Securities 1,158,394 1,763,609 — 763,841 3,056,702 Exchange of Founder Warrant (Note 8) — — — (156,109 ) 740,600 Conversion of 2013 Promissory Note (Note 7) — — 771,458 192,865 — Conversion of 2009 Convertible Notes (Note 7) 985,229 — — — — Exchange the CA Warrant and the PA Warrant associated 3,052,608 — — — — Exchange of Other Creditor debt (Note 7) 345,228 — — — — Exchange of Side Agreement Notes (Note 7) 192,341 — — — — Sale of Units in 2014 Securities Purchase Agreement (see — — 4,983,526 1,245,881 — Cash commission to placement agent paid in Class A 34,715 — — — — Exchange of placement agent warrant for stock (see below) — 763,151 — (193,413 ) — Issuance of placement agent warrant associated with 2014 — — — 199,341 — Share balance after closing of 2014 Securities 5,768,515 2,526,760 5,754,984 2,052,406 3,797,302 Common Stock Warrants —In March 2015, the board of directors approved the issuance of a stock option and a warrant to purchase Class A common stock to an officer of the Company (Note 13). In connection with its acquisition of Inex Bio in March 2015, the Company issued warrants to purchase 3,202,592 shares of Class A common stock with an exercise price of $2.00 per share (Note 3). In April 2015, the Company received $6.4 million for the full exercise of the warrants. In April 2015, a warrant to purchase 114,822 shares of Class A common stock was exercised. The warrant, issued in 2010 in conjunction with a termination and release agreement, was initially exercisable at $2.44 per share, and was ultimately exercised at $1.76 per share. The warrant was exercisable through February 2020. The warrant included a provision that for a period through two years after a reverse merger, the exercise price of the warrant was protected against down-round financing unless 66.67% of shareholders consent to the new transaction. Pursuant to ASC Subtopic 815-15 and ASC Subtopic 815-40, the fair value of the warrant of $0.4 million was recorded as a derivative liability on the issuance date. The fair value of the warrant was estimated at the issuance date and was revalued at each reporting period and the exercise date using a Monte Carlo simulation. At April 30, 2015, the date of exercise, and December 31, 2014, the Company recorded a derivative liability of approximately $1.5 million and $0.2 million, respectively. The change in fair value of the derivative liability is included in other income (expense) in the consolidated statements of operations. In March 2014, in conjunction with the amendment to the Founder License Agreement, the warrant held by the founder to purchase 156,109 shares of Class A common stock was exchanged for a fully-vested stock option to purchase up to 740,600 shares of Class A common stock (Note 8 ). In June 2013, the Company engaged a placement agent in connection with the 2013 Securities Purchase Agreement (Note 7). The placement agent received a warrant to purchase 193,413 shares of Class A common stock (the Initial Warrant). On the date of a Mandatory Exchange Financing, the Initial Warrant would automatically be exchanged into shares of common stock equal to 2.5% of the fully-diluted number of shares of Class B common stock outstanding upon the closing of the Private Placement. In March 2014, the placement agent agreement was amended to exchange the Initial Warrant for 763,151 shares of Class B common stock and a new warrant for 199,341 shares of Class A common stock based on 4% of the number of shares of stock issued to investors introduced to the Company by the placement agent in the 2014 Securities Purchase Agreement (the New Warrant). The New Warrant has the same terms as the 2014 Warrant issued as part of the 2014 Securities Purchase Agreement. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 13. Stock-Based Compensation 2004 Equity Incentive Plan— In April 2004, the Company adopted the 2004 Stock Option Plan (the 2004 Plan) under which 81,695 shares of common stock were reserved for issuance under the 2004 Plan. The 2004 Plan provides for the granting of stock options to employees, directors and consultants of the Company. Options granted under the 2004 Plan may be either incentive stock options (ISOs) or nonqualified stock options (NSOs). NSOs may be granted to the Company employees and consultants. No further shares are available for grant under the 2004 Plan. 2014 Equity Incentive Plan —In March 2014, the Company’s board of directors and stockholders approved the 2014 Equity Incentive Plan (2014 Plan) under which 11,109,000 shares of Class A common stock were reserved for the granting of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units and performance awards to employees, directors and consultants. Recipients of stock awards are eligible to purchase shares of the Company’s common stock at an exercise price equal to no less than the estimated fair market value of such stock on the date of grant. The maximum term of awards granted under the 2014 Plan is ten years. Stock awards are generally not exercisable prior to the applicable vesting date, unless otherwise accelerated under the terms of the applicable stock plan agreement. Unvested shares of the Company’s common stock issued in connection with an early exercise allowed by the Company may be repurchased by the Company upon termination of the optionee’s service with the Company. 2015 Equity Incentive Plan —In July 2015, the Company’s board of directors adopted the 2015 Equity Incentive Plan (2015 Plan). The 2015 Plan permits the grant of incentive stock options, within the meaning of Section 422 of the Code, to the Company’s employees and for the grant of non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares to the Company’s employees, directors and consultants. A total of 2,126,682 shares are reserved for issuance pursuant to the 2015 Plan. In addition, the shares reserved for issuance under the 2015 Plan will include shares subject to stock options or similar awards granted under the 2014 Plan that expire or terminate without having been exercised in full and shares issued pursuant to awards granted under the 2014 Plan that are forfeited to or repurchased by the Company (provided that the maximum number of shares that may be added to the 2015 Plan pursuant to this provision is 7,500,146 shares). Modification of Stock-based Awards to an Officer —On March 24, 2015, the Company granted a non-qualified stock option and a warrant to purchase 1,851,500 shares and 17,589,250 shares of the Company’s common stock, respectively, to an officer of the Company. The non-qualified stock option (the Option) had an exercise price of $2.00 per share, a ten-year term and vests monthly over 40 months from the grant date. The warrant (the Warrant) had an exercise price of $2.00 per share, a three-year term and included performance-based vesting conditions. Subsequent to the original grant date, the Company modified the terms and conditions of the Option and the Warrant, and on May 8, 2015, the Company and the officer reached a mutual agreement on the revised terms of the Option and the Warrant. By mutual agreement, the Company increased the exercise price of the Option from $2.00 per share to $2.20 per share and reduced the term of the Option from ten to four years. The Warrant’s vesting conditions changed from performance based to a combination of performance based for 10,183,250 shares, including modified performance milestones from the original grant, and service based for 7,406,000 shares. In addition, the Company revised the term of the Warrant from three to four years. The Company treated these changes to the Option and the Warrant as modifications of the terms and conditions of an equity award. The change in the term and exercise price of the Option did not result in incremental stock compensation expense as the higher exercise price and shorter term reduced the overall value of the modified Option. The Company will record incremental compensation expense of $91.5 million upon the vesting of the warrant shares, of which $53.0 million is associated with the achievement of performance milestones and $38.5 million would be recognized over the service period. As a result of the modification, the Company recorded incremental stock compensation expense of $43.4 million associated with the achievement of a performance milestone in the second quarter of 2015 (Note 12). The Company also recognized additional compensation expense of $2.9 million for the second and third quarters of 2015, respectively, for the shares with service vesting requirements. For further information regarding the restatement associated with this modification, see Note 1. At December 31, 2015, a total of 9,998,100 shares were vested. Issuance of options and restricted stock units to Officers —In accordance with their employment agreements, the Company granted to its Chief Executive Officer and Chief Operating Officer upon the initial public offering a total of 1,455,450 options to purchase common stock with an exercise price of $25.00 per share and 970,300 restricted stock units representing the right to receive one share of the Company’s common stock for each restricted stock unit that becomes vested. The options and restricted stock units vested 50% at grant and the remaining 50% will vest upon the first anniversary of the initial public offering. Stock-Based Compensation The following table presents all stock-based compensation as included in the Company’s consolidated statements of operations (in thousands): Year Ended December 31, 2015 2014 2013 Stock-based compensation expense: Warrants for Class A common stock to an officer and a director related to Inex Bio, Inc. acquisition (Note 3) $ 22,747 $ — $ — Warrants for Class A common stock to an officer 141,901 — — Exercise of Class B common stock (Note 9) — — 884 Employee stock options 25,498 485 — Non-employee stock options 3,300 76 — Restricted stock units 17,775 228 — $ 211,221 $ 789 $ 884 Stock-based compensation expense in operating expense: Research and development $ 1,221 $ 222 $ 251 Selling, general and administrative 210,000 567 633 $ 211,221 $ 789 $ 884 Stock Options The following table summarizes stock option activity under all equity incentive plans for the year ended December 31, 2015: Numbers of Shares Weighted- Average Exercise Price Aggregate Intrinsic Value Weighted- Average Remaining Contractual Life (in years) Outstanding at December 31, 2013 1,727 $ 0.41 $ — 1.3 Options granted 5,971,087 $ 0.77 Options forfeited (1,231 ) $ 0.41 Options exercised (833,173 ) $ 0.22 Outstanding at December 31, 2014 5,138,410 $ 0.85 $ 5,298 9.7 Options granted 5,713,899 $ 7.92 Options forfeited (947,311 ) $ 1.87 Options exercised (1,127,105 ) $ 0.86 Outstanding at December 31, 2015 8,777,893 $ 5.36 $ 116,273 7.2 Vested and Exercisable at December 31, 2015 4,844,857 $ 4.70 $ 66,754 8.0 The vested and exercisable shares at December 31, 2014 and December 31, 2013 were 1,705,035 and 1,727. The following table provides a summary of options outstanding and vested as of December 31, 2015: Exercise Prices Number Outstanding Weighted- Average (in years) Number Exercisable Weighted- Average Life (in years) $0.22 1,342,344 8.2 1,157,194 8.2 $0.42 1,044,172 8.9 946,583 8.9 $1.76 1,393,103 9.0 601,587 9.0 $2.00 1,691,324 9.1 1,064,612 9.1 $2.20 1,851,500 3.2 347,156 3.2 $25.00 1,455,450 6.5 727,725 6.5 8,777,893 7.2 4,844,857 8.0 The aggregate intrinsic value of stock options exercised during the years ended December 31, 2015, 2014 and 2013 was $2.4 million, $0.2 million and $0, respectively. The cash received from exercised options was $0.9 million, $0.2 million and $0 for the years ended December 31, 2015, 2014 and 2013, respectively. Total stock option expense was $28.8 million, $0.6 million and $0 for the years ended December 31, 2015, 2014 and 2013, respectively. The total unrecognized compensation cost related to non-vested stock options as of December 31, 2015 is $30.7 million, which is expected to be recognized over a weighted-average period of 1.9 years. The Company records equity instruments issued to non-employees as expense at the fair value over the related service period as determined in accordance with the authoritative guidance and periodically revalues the equity instruments as they vest. Stock options granted to non-employees were 231,437 during both the years ended December 31, 2015 and 2014. As of December 31, 2015, there were 106,075 non-employee options that were vested and outstanding. In the years ended December 31, 2015, 2014 and 2013, the Company recorded stock-based compensation expense related to non-employee consultants of $3.3 million, $0.1 million and $0, respectively, as an operating expense in selling, general and administrative. The Company uses a Black-Scholes option-pricing model to determine the fair value of stock-based compensation under ASC Topic 718, Stock Compensation Years Ended December 31, 2015 2014 Employee Grants Non- Employee Grants Employee Grants Non- Employee Grants Expected term (years) 4.0 - 5.5 .1 - 9.0 5.0 - 5.6 9.2 - 9.7 Risk-free interest rate 1.5% - 1.8% 0% - 2.4% 1.6% - 1.9% 2.2% Expected volatility 80% 80% 81% - 91% 81% Dividend yield 0 0 0% 0% Weighted-average measurement $ 12.08 $ 15.25 $ 0.53 $ 0.18 The assumed dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. The estimated volatility is based on a weighted-average calculation of a peer group of comparable companies whose share prices are publicly available. The risk-free interest rate assumption was based on the U.S. Treasury’s rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued. The weighted-average expected life of options was estimated using the average of the contractual term and the weighted-average vesting term of the options. Restricted Stock Units The following table summarizes the restricted stock units activity under the 2015 Plan: Numbers of Restricted Stock Units Outstanding Weighted- Average Grant Date Fair Value Unvested balance at December 31, 2014 — $ — Granted 1,614,788 $ 21.86 Vested (485,150 ) $ 25.00 Unvested balance at December 31, 2015 1,129,638 $ 20.51 There was no RSU activity in either 2014 or 2013. In November 2015, 353,188 shares of restricted stock units were granted to employees of related companies under the Company’s shared services agreement with NantWorks (Note 9). As of December 31, 2015, there was $17.5 million of unrecognized stock-based compensation expense related to restricted stock units granted that is expected to be recognized over a weighted-average period of 1.9 years. Of that amount, $11.7 million of unrecognized expense is related to employee grants with a weighted-average period of 1.4 years and $5.8 million expense is related to non-employee grants with a weighted-average period of 3.9 years. Warrants The following table summarizes the warrant activity for the year ended December 31, 2015: Outstanding at December 31, 2014 1,850,937 Warrants granted 20,791,842 Warrants cancelled (146,062 ) Warrants exercised (4,677,101 ) Outstanding at December 31, 2015 17,819,616 Common Stock Reserved for Future Issuance At December 31, 2015, the Company has reserved authorized shares of common stock for future issuance as follows: Shares approved for 2015 Equity Incentive Plan 3,500,000 Shares remaining from 2014 Equity Incentive Plan 749,857 Total shares authorized under the 2015 Plan 4,249,857 2015 grants (3,070,238 ) 2015 forfeitures added back to available pool 947,063 Shares reserved for future issuance as of December 31, 2015 2,126,682 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes The amount of income (loss) before taxes is (in thousands): Year Ended December 31, 2015 2014 2013 U.S. (loss) income before taxes $ (235,750 ) $ (6,184 ) $ (2,046 ) Foreign (loss) income before taxes (1,427 ) — — (Loss) Income before income taxes $ (237,177 ) $ (6,184 ) $ (2,046 ) Income tax expense for the year ended December 31, 2015, 2014 and 2013 consists of the following (in thousands): Year Ended December 31, 2015 2014 2013 Current: Federal $ — $ — $ — State 1 1 1 Foreign — — — Total Current 1 1 1 Deferred: Federal — — — State — — — Foreign (302 ) — — Total Deferred (302 ) — — Income tax provision $ (301 ) $ 1 $ 1 The components that comprise the Company’s net deferred tax assets at December 31 consist of the following (in thousands): As of December 31, 2015 2014 Deferred tax assets: Stock compensation $ 67,559 $ 121 Accrued compensation 572 75 Accrued legal expenses — 2 Accrued interest — — Other accrued liabilities 389 10 Depreciation and amortization 624 — Total deferred tax assets 69,144 208 Deferred tax liabilities: Foreign Intangibles (1,165 ) — Depreciation and amortization — (46 ) Total deferred tax liabilities (1,165 ) (46 ) Net deferred tax assets 67,979 162 Valuation allowance (69,144 ) (162 ) Net deferred tax liability $ (1,165 ) $ — A reconciliation of the federal statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, 2015 2014 2013 Tax computed at federal statutory rate 34.0 % 34.0 % 35.0 % State income taxes, net of federal tax benefit 2.6 % 4.8 % 12.0 % Other (3.8 %) (7.3 %) 0.2 % Tax rate adjustment 0.0 % 0.5 % 0.0 % Section 382/383 NOL (3.5 %) (40.0 %) (32.3 %) Research and development credits 0.1 % 0.7 % 0.0 % Stock-based compensation (0.4 %) (1.1 %) 0.0 % Warrant derivative liability adjustment 0.0 % 0.0 % (20.1 %) Valuation Allowance (28.9 %) 8.4 % 5.2 % Provision for income taxes 0.1 % 0.0 % 0.0 % Pursuant of Internal Revenue Code (IRC) Sections 382 and 383, annual use of the company's net operating loss and research and development credit carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year period . The Company has not completed an IRC Section 382/383 analysis regarding the limitation of net operating loss and research and development credit carryforwards. Until such an analysis is completed, the Company has removed the deferred tax assets for net operating losses and federal and state research and development credits of $12.7 million and $4.0 million from its deferred tax asset schedule as December 31, 2015 and 2014, respectively. The Company also recorded a corresponding decrease to its valuation allowance. When this analysis is finalized, the Company plans to update its unrecognized tax benefits accordingly. The Company does not expect that the unrecognized tax benefits will change within 12 months of this reporting date. Due to the existence of the valuation allowance, future changes in the Company's unrecognized tax benefits will not impact the Company's effective tax rate. The Company has removed the deferred tax assets for foreign net operating losses in the amount of $40,000 consistent with the federal and state presentation. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the level of historical operating results and the uncertainty of the economic conditions, the Company has recorded a full valuation allowance of $69.1 million at December 31, 2015. The change in the valuation allowance for the year end December 31, 2015 was an increase of $69.0 million. The Company has not incurred any material interest or penalties as of the current reporting date with respect to income tax matters. The Company does not expect that there will be unrecognized tax benefits of a significant nature that will increase or decrease within 12 months of the reporting date. The Company is subject to U.S. federal income tax as well as income tax in California and other states. The federal returns for tax years 2012 through 2015 remain open to examination; the California returns remain subject to examination for tax years 2011 through 2015. Carryforward attributes that were generated in years where the statute of limitations is closed may still be adjusted upon examination by the Internal Revenue Service or other respective tax authority. All other state jurisdictions remain open to examination. At December 31, 2015, the Company has federal net operating losses of approximately $31.6 million, state NOLs of $28.1 million, and foreign NOLs of $0.2 million. The federal NOL carryforwards begin to expire in 2024, the state NOL carryforwards begin to expire in 2030 and the foreign NOL carryforwards begin to expire in 2023. The Illinois NOLs were written off in 2015 as the company no longer has nexus in Illinois and will not be filing in the state. At December 31, 2015, the Company also had federal research tax credit carryforwards of approximately $ 0.3 million and California research tax credits of $50,000. The federal research tax credit carryforwards begin to expire in 2026 and the California research tax credit carryforwards do not expire and can be carried forward indefinitely until utilized. The Company recognizes excess tax benefits associated with share-based compensation to stockholders’ equity only when realized. As of December 31, 2015, the Company had $40,000 of unrealized excess tax benefits associated with share-based compensation. The tax benefits will be accounted for as a credit to additional paid in capital, if and when realized, rather than a reduction of the provision for income taxes. The following table summarizes the changes to the amount of unrecognized tax benefits (in thousands): Unrecognized tax benefits at December 31, 2013 $ — Increase(decrease) for prior year tax positions — Increase for current year tax positions — Unrecognized tax benefits at December 31, 2014 — Increase(decrease) for prior year tax positions 120 Increase for current year tax positions 1,083 Unrecognized tax benefits at December 31, 2015 $ 1,203 Included in the balance of unrecognized tax benefits at December 31, 2015, is $0.8 million that, if recognized, would not impact the Company’s income tax benefit or effective tax rate as long as the deferred tax asset remains subject to a full valuation allowance. The Company does not expect any significant increases or decreases to our unrecognized tax benefits within the next 12 months. |
Change in Method of Accounting
Change in Method of Accounting for Patent Costs | 12 Months Ended |
Dec. 31, 2015 | |
New Accounting Pronouncements And Changes In Accounting Principles [Abstract] | |
Change in Method of Accounting for Patent Costs | 15. Change in Method of Accounting for Patent Costs As disclosed in Note 1, Description of Business and Basis of Presentation Organization – Change in Method of Accounting for Patent Costs, o n December 31, 2015, the Company elected to change its method of accounting for patent and patent application costs to expense them as incurred rather than capitalizing them as intangible assets and amortizing them using the straight-line method over the estimated useful lives of the patents. The Company has adjusted the comparative consolidated financial statements of prior years and interim periods to retrospectively apply the new method of accounting for patent costs as shown below (in thousands except for per share amounts): Annual Periods: Consolidated Balance Sheet As Reported Effect of Change As Adjusted As of December 31, 2015* Intangible assets, net $ 8,175 $ (883 ) $ 7,292 Accumulated deficit (249,493 ) (883 ) (250,376 ) As of December 31, 2014 Intangible assets, net 835 (832 ) 3 Accumulated deficit (12,741 ) (832 ) (13,573 ) As of December 31, 2013 Intangible assets, net 863 (860 ) 3 Accumulated deficit (6,528 ) (860 ) (7,388 ) *This period has not been reported, therefore, the numbers are As Computed. Consolidated Statement of Operations As Reported Effect of Change As Adjusted Year Ended December 31, 2015* Selling, general and administrative $ 227,627 $ 51 $ 227,678 Net loss (236,825 ) (51 ) (236,876 ) Earnings per share - basic and diluted $ (3.31 ) $ (0.00 ) $ (3.31 ) Year Ended December 31, 2014 Selling, general and administrative 4,649 (28 ) 4,621 Net loss (6,213 ) 28 (6,185 ) Earnings per share - basic and diluted $ (0.75 ) $ 0.00 $ (0.75 ) Year Ended December 31, 2013 Selling, general and administrative 2,235 188 2,423 Net loss (1,859 ) (188 ) (2,047 ) Earnings per share - basic and diluted $ (2.33 ) $ (0.24 ) $ (2.57 ) Consolidated Statement of Cash Flows As Reported Effect of Change As Adjusted Year Ended December 31, 2015* Net loss $ (236,825 ) $ (51 ) $ (236,876 ) Depreciation and amortization 1,587 (115 ) 1,472 Net cash used in operating activities (25,139 ) (166 ) (25,305 ) Investment in intangible assets (166 ) 166 — Net cash used in investing activities (175,390 ) 166 (175,224 ) Year Ended December 31, 2014 Net loss (6,213 ) 28 (6,185 ) Depreciation and amortization 128 (92 ) 36 Net cash used in operating activities (5,354 ) (64 ) (5,418 ) Investment in intangible assets (64 ) 64 — Net cash used in investing activities (299 ) 64 (235 ) Year Ended December 31, 2013 Net loss (1,859 ) (188 ) (2,047 ) Depreciation and amortization 76 (72 ) 4 Net cash used in operating activities (408 ) (260 ) (668 ) Investment in intangible assets (260 ) 260 — Net cash used in investing activities (263 ) 260 (3 ) *This period has not been reported, therefore, the numbers are As Computed. Unaudited Interim Periods: Consolidated Balance Sheet As Reported Effect of Change As Adjusted As of September 30, 2015 Intangible assets, net $ 7,164 $ (888 ) $ 6,276 Accumulated deficit (As Restated - See Note 1) (222,667 ) (888 ) (223,555 ) As of June 30, 2015 Intangible assets, net 7,620 (896 ) 6,724 Accumulated deficit (As Restated - See Note 1) (176,276 ) (896 ) (177,172 ) As of March 31, 2015 Intangible assets, net 8,028 (856 ) 7,172 Accumulated deficit (45,566 ) (856 ) (46,422 ) As of September 30, 2014* Intangible assets, net 843 (840 ) 3 Accumulated deficit (9,978 ) (840 ) (10,818 ) As of June 30, 2014* Intangible assets, net 821 (818 ) 3 Accumulated deficit (9,082 ) (818 ) (9,900 ) As of March 31, 2014* Intangible assets, net 794 (791 ) 3 Accumulated deficit (7,686 ) (791 ) (8,477 ) Consolidated Statement of Operations As Reported Effect of Change As Adjusted Three Months Ended December 31, 2015* (As Restated - See Note 1) Selling, general and administrative $ 25,842 $ (4 ) $ 25,838 Net loss (26,826 ) 4 (26,822 ) Earnings per share - basic and diluted $ (0.33 ) $ 0.00 $ (0.33 ) Three Months Ended September 30, 2015 (As Restated - See Note 1) Selling, general and administrative 41,819 (9 ) 41,810 Net loss (46,321 ) 9 (46,312 ) Earnings per share - basic and diluted $ (0.60 ) $ 0.00 $ (0.60 ) Three Months Ended June 30, 2015 (As Restated - See Note 1) Selling, general and administrative 128,372 40 128,412 Net loss (130,853 ) (40 ) (130,893 ) Earnings per share - basic and diluted $ (1.99 ) $ (0.00 ) $ (1.99 ) Three Months Ended March 31, 2015 Selling, general and administrative 31,594 24 31,618 Net loss (32,825 ) (24 ) (32,849 ) Earnings per share - basic and diluted $ (0.54 ) $ (0.00 ) $ (0.54 ) *This period has not been reported, therefore, the numbers are As Computed. Consolidated Statement of Operations As Reported Effect of Change As Adjusted Three Months Ended December 31, 2014 Selling, general and administrative $ 1,834 $ (8 ) $ 1,826 Net loss (2,763 ) 8 (2,755 ) Earnings per share - basic and diluted $ (0.09 ) $ 0.00 $ (0.09 ) Three Months Ended September 30,2014 Selling, general and administrative 702 22 724 Net loss (896 ) (22 ) (918 ) Earnings per share - basic and diluted $ (0.11 ) $ (0.00 ) $ (0.11 ) Three Months Ended June 30, 2014 Selling, general and administrative 1,052 27 1,079 Net loss (1,396 ) (27 ) (1,423 ) Earnings per share - basic and diluted $ (0.19 ) $ (0.00 ) $ (0.19 ) Three Months Ended March 31, 2014 Selling, general and administrative 1,061 (69 ) 992 Net loss (1,158 ) 69 (1,089 ) Earnings per share - basic and diluted $ (0.40 ) $ 0.02 $ (0.38 ) Consolidated Statement of Cash Flows As Reported Effect of Change As Adjusted Nine Months Ended September 30, 2015 Net loss $ (160,055 ) $ (55 ) $ (160,110 ) Depreciation and amortization 1,067 (86 ) 981 Net cash used in operating activities (14,220 ) (141 ) (14,361 ) Investment in intangible assets (141 ) 141 — Net cash used in investing activities (3,245 ) 141 (3,104 ) Six Months Ended June 30, 2015 Net loss (117,406 ) (64 ) (117,470 ) Depreciation and amortization 1,042 (56 ) 986 Net cash used in operating activities (10,042 ) (120 ) (10,162 ) Investment in intangible assets (603 ) 120 (483 ) Net cash used in investing activities (2,573 ) 120 (2,453 ) Three Months Ended March 31, 2015 Net loss (32,825 ) (24 ) (32,849 ) Depreciation and amortization 53 (27 ) 26 Net cash used in operating activities (7,321 ) (51 ) (7,372 ) Investment in intangible assets (51 ) 51 — Net cash used in investing activities (1,907 ) 51 (1,856 ) Consolidated Statement of Cash Flows As Reported Effect of Change As Adjusted Nine Months Ended September 30, 2014 Net loss $ (3,450 ) $ 20 $ (3,430 ) Depreciation and amortization 145 (66 ) 79 Net cash used in operating activities (2,798 ) (46 ) (2,844 ) Investment in intangible assets (53 ) 46 (7 ) Net cash used in investing activities (251 ) 46 (205 ) Six Months Ended June 30, 2014 Net loss (2,554 ) 42 (2,512 ) Depreciation and amortization 103 (40 ) 63 Net cash used in operating activities (2,093 ) 2 (2,091 ) Investment in intangible assets — — — Net cash used in investing activities (17 ) — (17 ) Three Months Ended March 31, 2014 Net loss (1,158 ) 69 (1,089 ) Depreciation and amortization 47 (16 ) 31 Net cash used in operating activities (91 ) 53 (38 ) Investment in intangible assets — — — Net cash used in investing activities 2 — 2 |
Summarized Quarterly Data (Unau
Summarized Quarterly Data (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summarized Quarterly Data (Unaudited) | 16. Summarized Quarterly Data (Unaudited) The following financial information reflects all restatements (Note 1) and accounting policy changes (Note 15) as well as all normal recurring adjustments that are, in the opinion of management, necessary for a fair statement of the results of the interim periods. The table below presents unaudited quarterly data for fiscal 2015 and 2014 (in thousands, except per share data): 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter (As Adjusted – see Note 15) (As Restated and Adjusted - see Notes 1 & 15) (As Restated and Adjusted - see Notes 1 & 15) (As Restated and Adjusted – see Notes 1 & 15) 2015 Revenue $ 120 $ 91 $ 10 $ 15 Operating expenses 32,221 130,486 46,467 29,938 Operating loss (32,101 ) (130,395 ) (46,457 ) (29,923 ) Net loss (32,849 ) (130,893 ) (46,312 ) (26,822 ) Net loss per share - basic and diluted $ (0.54 ) $ (1.99 ) $ (0.60 ) $ (0.33 ) Shares used in calculating net loss per share - basic and diluted 61,137,625 65,789,041 77,837,586 81,247,430 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter (As Adjusted – see Note 15) (As Adjusted – see Note 15) (As Adjusted – see Note 15) (As Adjusted – see Note 15) 2014 Revenue $ 286 $ 124 $ 133 $ 98 Operating expenses 1,112 1,322 1,052 2,730 Operating loss (826 ) (1,198 ) (919 ) (2,632 ) Net loss (1,089 ) (1,423 ) (918 ) (2,755 ) Net loss per share - basic and diluted $ (0.38 ) $ (0.19 ) $ (0.11 ) $ (0.09 ) Shares used in calculating net loss per share - basic and diluted 2,880,748 7,543,348 7,903,941 31,290,625 |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2015 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefits | 17. Employee Benefits Benefit Plan - In December 2015, the Company adopted a 401(k) retirement and savings plan (the 401(k) Plan) covering all employees. The 401(k) Plan allows employees to make pre- and post-tax contributions up to the maximum allowable amount set by the IRS. The Company, at its discretion, may make certain contributions to the 401(k) Plan. The Company made contributions of $4,000 during the year ended December 31, 2015. Compensated Absences – Under the Company’s vacation policy, certain salaried employees are provided unlimited vacation leave. Therefore, the Company does not record an accrual for paid leave related to these employees since the Company is unable to reasonably estimate the compensated absences that these employees will take. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Event | 18. Subsequent Event Securities Litigation In March 2016, a securities class action complaint was filed in federal district court in California against the Company related to the recently announced restatement of certain interim financial statements for the periods ending June 30, 2015 and September 30, 2015. The case, Sudunagunta v. NantKwest, Inc., et al., is currently pending before the United States District Court for the Central District of California. The complaint names the Company and certain of its current and former officers and directors, as defendants, for allegedly misrepresenting material facts and/or misleading investors regarding the errors in the Company’s financial statements related to stock-based awards to the Chairman and Chief Executive Officer and build-to-suit lease accounting related to one of the Company’s research and development and good manufacturing practices facilities, and the lack of effective internal financial controls. The complaint alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The complaint seeks unspecified damages, costs and attorneys’ fees, and equitable/injunctive or other relief. |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Inex Bio, Inc. (Note 3), and have been prepared in accordance with accounting principles generally accepted in the United States of America. All intercompany accounts and transactions have been eliminated in consolidation. The Company applies the variable interest model under Accounting Standards Codification (ASC) Topic 810, Consolidation, to any entity in which the Company holds an equity investment or to which the Company has the power to direct the entity's most significant economic activities and the ability to participate in the entity's economics. If the entity is within the scope of the model, and meets the definition of a variable interest entity (VIE), the Company considers whether it must consolidate the VIE or provide additional disclosures regarding the Company's involvement with the VIE. If the Company determines that it is the primary beneficiary of the VIE, the Company will consolidate the VIE. This analysis is performed at the initial investment in the entity or upon any reconsideration event. |
Reclassifications | Reclassifications The Company has reclassified certain prior period amounts to conform to the current period presentation. Specifically, it has classified its royalties and cost of licensing to selling, general and administrative expenses. As of December 31, 2014 and 2013, $0.2 million of royalties and cost of licensing expense were reclassified into selling, general and administrative expenses for both periods. The reclassification had no impact on the Company’s net loss from operations or consolidated stockholders’ equity as previously reported. |
Change in Method of Accounting for Patent Costs | Change in Method of Accounting for Patent Costs On December 31, 2015, the Company elected to change its method of accounting for patent and patent application costs to expense them as incurred rather than capitalizing them as intangible assets and amortizing them using the straight-line method over the estimated useful lives of the patents. The Company adopted this new method of accounting for patent costs because of the uncertainty and significant judgment involved in estimating the future economic benefits of such costs. In addition, changing the method of accounting for patent costs improves or otherwise enhances the comparability of the Company’s consolidated financial statements with other companies in its industry. The Company has adjusted the comparative consolidated financial statements of prior years and interim periods to retrospectively apply the new method of accounting for patent costs. See Note 15 for the effects of the change in accounting principle on the financial statement line items for fiscal years 2015, 2014, and 2013 and the unaudited interim periods in fiscal 2015 and 2014. |
Liquidity | Liquidity As of December 31, 2015, the Company had an accumulated deficit of approximately $250.4 million. The Company also had negative cash flow from operations of approximately $25.3 million during the year ended December 31, 2015. The Company expects that it will likely need additional capital to further fund development of, and seek regulatory approvals for, its product candidates, and begin to commercialize any approved products. The Company is currently focused primarily on the development of immunotherapeutic treatments for cancers and debilitating viral infections using targeted cancer killing cell lines, and believes such activities will result in the Company’s continued incurrence of significant research and development and other expenses related to those programs. If the clinical trials for any of the Company’s product candidates fail or produce unsuccessful results and those product candidates do not gain regulatory approval, or if any of the Company’s product candidates, if approved, fails to achieve market acceptance, the Company may never become profitable. Even if the Company achieves profitability in the future, it may not be able to sustain profitability in subsequent periods. The Company intends to cover its future operating expenses through cash and cash equivalents, marketable securities, and through a combination of equity offerings, debt financings, government or other third-party funding, marketing and distribution arrangements and other collaborations, strategic alliances and licensing arrangements. Additional financing may not be available to the Company when needed and, if available, financing may not be obtained on terms favorable to the Company or its stockholders. While the Company expects its existing cash and cash equivalents will enable it to fund operations and capital expenditure requirements for at least the next twelve months, it may not have sufficient funds to reach commercialization. Failure to obtain adequate financing when needed may require the Company to delay, reduce, limit or terminate some or all of its development programs or future commercialization efforts or grant rights to develop and market product candidates that the Company might otherwise prefer to develop and market itself which could adversely affect the Company’s ability to operate as a going concern. If the Company raises additional funds from the issuance of equity securities, substantial dilution to existing stockholders may result. If the Company raises additional funds by incurring debt financing, the terms of the debt may involve significant cash payment obligations as well as covenants and specific financial ratios that may restrict the Company’s ability to operate its business. |
Restatement | Restatement The Company identified the following errors impacting the Company’s unaudited consolidated balance sheet as of June 30, 2015 and unaudited consolidated statements of operations for the three- and six-months ended June 30, 2015. The correction of the errors did not result in a change to net cash for the periods. · Understatement of stock compensation expense related to modification of warrant shares issued to an officer of the Company (refer to Note 13 for further discussion of modification); specifically, stock based compensation expense was understated by $46.3 million for the three- and six-months ended June 30, 2015. · Understatement of property, plant and equipment and build-to-suit liability related to a construction project (see Note 8 for further discussion of the build-to-suit liability); specifically, construction-in-progress assets and build-to-suit liabilities, current and non-current, were understated by $2.7 million as of June 30, 2015, respectively. · Various immaterial errors that overstated current liabilities and current assets, understated general and administrative expenses, and overstated research and development expenses for travel costs, research and development grants, and management bonuses. The Company assessed the after-tax impact of these errors on prior quarterly periods, which would have increased net loss by $46.3 million for the three- and six-months ended June 30, 2015. The amounts are quantitatively material to the unaudited consolidated financial statements for the quarter-ended June 30, 2015 and, accordingly, the Company is restating the unaudited consolidated balance sheet as of June 30, 2015 and the unaudited consolidated statements of operations for the three- and six-months ended June 30, 2015. The correction of these errors did not result in a change to the unaudited consolidated statement of cash flows for the period ended June 30, 2015. Unaudited Consolidated Balance Sheet (In thousands) Selected Items As of June 30, 2015 Previously Reported Adjustment As Restated ASSETS Receivables, net, prepaid expenses and other current assets $ 433 $ (79 ) $ 354 Total current assets 120,870 (79 ) 120,791 Property and equipment, net 310 2,740 3,050 Total assets 132,557 2,661 135,218 LIABILITIES AND STOCKHOLDERS' EQUITY Accrued expenses 2,618 (102 ) 2,516 Due to related parties — 59 59 Other current liabilities — 219 219 Total current liabilities 5,798 176 5,974 Build-to-suit lease liability, less current portion — 2,497 2,497 Deferred rent — 3 3 Total liabilities 6,039 2,676 8,715 Additional paid-in capital 256,515 46,257 302,772 Accumulated deficit (130,004 ) (46,272 ) (176,276 ) Total stockholders’ equity (deficit) $ 126,518 $ (15 ) $ 126,503 Unaudited Consolidated Statement of Operations (In thousands) Selected Items Three Months Ended June 30, 2015 Six Months Ended June 30, 2015 Previously Reported Adjustment As Restated Previously Reported Adjustment As Restated Research and development $ 1,745 $ 329 $ 2,074 $ 2,348 $ 329 $ 2,677 Selling, general and administrative 82,429 45,943 128,372 114,023 45,943 159,966 Total operating expenses 84,174 46,272 130,446 116,371 46,272 162,643 Loss from operations (84,083 ) (46,272 ) (130,355 ) (116,160 ) (46,272 ) (162,432 ) Loss before income taxes (84,581 ) (46,272 ) (130,853 ) (117,405 ) (46,272 ) (163,677 ) Net loss $ (84,581 ) $ (46,272 ) $ (130,853 ) $ (117,406 ) $ (46,272 ) $ (163,678 ) Net loss per share, basic and diluted $ (1.29 ) $ (0.70 ) $ (1.99 ) $ (1.85 ) $ (0.73 ) $ (2.58 ) Shares used in calculating net loss per share - basic and diluted 65,789,041 65,789,041 65,789,041 63,450,609 63,450,609 63,450,609 The Company further identified the following errors impacting the Company’s unaudited consolidated balance sheet as of September 30, 2015 and unaudited consolidated statements of operations for the three- and nine-months ended September 30, 2015. · Understatement of stock compensation expense related to modification of warrant shares issued to an officer of the Company (refer to Note 13 for further discussion of modification); specifically, stock based compensation expense for the three- and nine-months ended September 30, 2015, was understated by $2.9 million and $49.2 million, respectively. · Understatement of property, plant and equipment and build-to-suit liability related to a construction project (see Note 8 for further discussion of the build-to-suit liability); specifically, construction-in-progress assets and build-to-suit liabilities, current and non-current, were understated by $2.7 million as of September 30, 2015, respectively. · Various immaterial errors that understated current liabilities, overstated current assets, understated general and administrative expenses, and overstated research and development expenses for travel costs, research and development grants, and bonuses. The Company assessed the after-tax impact of these errors, in addition to the errors applicable to the Company’s unaudited consolidated financial statements as of June 30, 2015 that remained uncorrected as of September 30, 3015, on prior quarterly periods, which would have increased net loss by $3.7 million and $49.9 million for the three- and nine-months ended September 30, 2015, respectively. The amounts are quantitatively material to the unaudited consolidated financial statements for the quarter-ended September 30, 2015 and, accordingly, the Company is restating the unaudited consolidated balance sheet as of September 30, 2015 and the unaudited consolidated statements of operations for the three- and nine-months ended September 30, 2015. The correction of these errors did not result in a change to the unaudited consolidated statement of cash flows for the period ended September 30, 2015. Unaudited Consolidated Balance Sheet (In thousands) Selected Items As of September 30, 2015 Previously Reported Adjustment As Restated ASSETS Receivables, net, prepaid expenses and other current assets $ 1,671 $ (46 ) $ 1,625 Total current assets 360,287 (46 ) 360,241 Property and equipment, net 1,414 2,772 4,186 Total assets 370,191 2,726 372,917 LIABILITIES AND STOCKHOLDERS' EQUITY Accrued expenses 1,126 242 1,368 Due to related parties 610 615 1,225 Other current liabilities — 179 179 Total current liabilities 6,683 1,036 7,719 Build-to-suit lease liability, less current portion — 2,483 2,483 Deferred rent 342 3 345 Total liabilities 7,260 3,522 10,782 Additional paid-in capital 535,696 49,148 584,844 Accumulated deficit (172,723 ) (49,944 ) (222,667 ) Total stockholders’ equity (deficit) $ 362,931 $ (796 ) $ 362,135 Unaudited Consolidated Statement of Operations (In thousands) Selected Items Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 Previously Reported Adjustment As Restated Previously Reported Adjustment As Restated Research and development $ 3,950 $ 707 $ 4,657 $ 6,328 $ 1,036 $ 7,364 Selling, general and administrative 38,854 2,965 41,819 152,847 48,908 201,755 Total operating expenses 42,804 3,672 46,476 159,175 49,944 209,119 Loss from operations (42,794 ) (3,672 ) (46,466 ) (158,953 ) (49,944 ) (208,897 ) Loss before income taxes (42,649 ) (3,672 ) (46,321 ) (160,054 ) (49,944 ) (209,998 ) Net loss $ (42,649 ) $ (3,672 ) $ (46,321 ) $ (160,055 ) $ (49,944 ) $ (209,999 ) Net loss per share, basic and diluted $ (0.55 ) $ (0.05 ) $ (0.60 ) $ (2.34 ) $ (0.73 ) $ (3.07 ) Shares used in calculating net loss per share- basic and diluted 77,837,586 77,837,586 77,837,586 68,316,004 68,316,004 68,316,004 |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including those related to the valuation of warrants, stock-based compensation, the valuation allowance for deferred tax assets, the valuation of build-to-suit lease assets. The Company bases its estimates on historical experience and on various other market-specific and relevant assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates. |
Risks and Uncertainties | Risks and Uncertainties Appeal of USPTO Decision In March 2009, the Company received a final rejection in one of the Company’s original patent applications pertaining to certain limited methods of use claims for NK-92 from the U.S. Patent and Trademark Office (the USPTO) (but the USPTO allowed claims on all of the other proposed claims, including other methods of use). The Company appealed this decision with the USPTO Board of Appeals and, in the fall of 2013, the Board of Appeals reversed the Examiner’s rejection of the claim to certain limited methods of use with NK-92, but affirmed the Examiner’s rejection of the remaining patent claims. In December 2013, the Company brought an action in the U.S. District Court for the Eastern District of Virginia to review the decision of the USPTO as the Company disagreed with the decision as to the certain limited non-allowed claims. On September 2, 2015, the U.S. District Court granted the USPTO’s motion for summary judgment. The Company has filed a notice of appeal and will be appealing the decision. Based on information available at present, the Company cannot reasonably estimate a range of loss for this action. Accordingly, no liability associated with this action has been accrued. The Company is expensing legal costs associated with defending this litigation as the costs are incurred. |
Cash, Cash Equivalents and Marketable Securities | Cash, Cash Equivalents and Marketable Securities The Company invests its excess funds in investment grade short- to intermediate-term corporate debt securities, commercial paper and foreign government bonds and classifies these investments as available-for-sale. The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents and all investments purchased with original maturities of greater than three months as marketable securities. Marketable securities with original maturities of 12 months or less are classified as short-term and marketable securities with original maturities greater than 12 months are classified as long-term. All marketable securities are reported at fair value and any unrealized gains and losses are reported as a component of accumulated other comprehensive income (loss), net of tax, in the consolidated statement of stockholders’ equity (deficit), with the exception of unrealized losses believed to be other-than-temporary, which are recorded within other income (expense) in the current period. Realized gains and losses are included in other income (expense) in the consolidated statements of operations. Realized gains and losses from the sale of the securities and the amounts, net of tax, reclassified out of accumulated other comprehensive income, if any, are determined on a specific identification basis. The Company periodically evaluates whether declines in fair values of its investments below their book value are other-than-temporary. This evaluation consists of several qualitative and quantitative factors regarding the severity and duration of the unrealized loss as well as the Company’s ability and intent to hold the investment until a forecasted recovery occurs. Additionally, the Company assesses whether it has plans to sell the security or it is more likely than not it will be required to sell any investment before recovery of its amortized cost basis. Factors considered include quoted market prices, recent financial results and operating trends, implied values from any recent transactions or offers of investee securities, credit quality of debt instrument issuers, other publicly available information that may affect the value of our investments, duration and severity of the decline in value and the Company’s strategy and intentions for holding the investment. There were no other than temporary impairments recorded in 2015. The Company had no investments in 2014. The Company minimizes its credit risk associated with cash and cash equivalents by periodically evaluating the credit quality of its primary financial institutions. While the Company maintains cash deposits in FDIC insured financial institutions in excess of federally insured limits, management believes the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. The Company has not experienced any losses on such accounts. |
Property and Equipment | Property and Equipment Property and equipment is stated at historical cost less accumulated depreciation. Historical cost includes expenditures that are directly attributable to the acquisition of the items. All repairs and maintenance are charged to net loss during the financial period in which they are incurred. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, as follows: Software 3 years Equipment 5 years Furniture & fixtures 5 years Leasehold improvements The lesser of the lease term or the life of the asset On disposal or impairment of property and equipment, the cost and related accumulated depreciation is removed from the consolidated financial statements and the net amount, less any proceeds, is included in other income / (loss) in the consolidated statement of operations. Furthermore, the Company is deemed to be the owner, for accounting purposes, during the construction phase of certain long-lived assets under build-to-suit lease arrangements because of its involvement with the construction, its exposure to any potential cost overruns and its other commitments under the arrangements. In these cases, the Company recognizes a build-to-suit lease asset under construction and a corresponding build-to-suit lease liability on the consolidated balance sheets. |
Intangible Assets | Intangible Assets Intangible assets consist of the cost of reacquiring a technology license in the asset purchase of Inex Bio. The Company calculates amortization expense for acquired technology licenses using the straight-line method over the estimated useful lives, generally 4-15 years. |
Patents | Patents The Company expenses patent costs, including related legal costs, as incurred and records such costs within general and administrative expenses in the consolidated statements of operations. |
Impairments | Impairments The Company’s long-lived assets include property, plant and equipment and intangible assets. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amount to the future net cash flows which 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 carrying amount of the assets exceeds the projected undiscounted future cash flows arising from the asset using a discount rate determined by management to be commensurate with the risk inherent to the Company’s current business model. There were no impairments recognized during the years ended December 31, 2015 or 2014. |
Transactions with Related Parties | Transactions with Related Parties As outlined in Note 9, the Company has various agreements with different related parties. Some are billed monthly and settled in cash monthly. Others are billed quarterly and settled in cash the following month. Monthly accruals are made for all quarterly billing arrangements. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The accounting standard for fair value measurements provides a framework for measuring fair value and requires disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in absence of a principal, most advantageous market for the specific asset or liability. The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: · Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets at the measurement date. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. The Company’s Level 1 assets consist of bank deposits and money market funds. · Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities. The Company’s Level 2 assets consist of corporate debt securities including commercial paper, corporate bonds and certificates of deposit as well as foreign municipal securities. · Level 3— Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The Company’s Level 3 liability includes a warrant derivative liability. During the years ended December 31, 2015 and 2014 or The Company utilizes a third-party pricing service to assist in obtaining fair value pricing for investments. Inputs are documented in accordance with the fair value disclosure hierarchy. |
Lease Obligations | Lease Obligations The Company categorizes leases at their inception as either operating or capital leases. On certain lease agreements, the Company may receive rent holidays and other incentives. The Company recognizes lease costs on a straight-line basis without regard to deferred payment terms, such as rent holidays that defer the commencement date of required payments. Additionally, incentives the Company receives for leases categorized as operating leases are treated as a reduction of cost over the term of the agreement. The Company establishes assets and liabilities for the estimated construction costs incurred under build-to-suit lease arrangements to the extent the Company is involved in the construction of structural improvements or takes construction risk prior to commencement of a lease. Upon occupancy of facilities under build-to-suit leases, the Company assesses whether these arrangements qualify for sales recognition under the sale-leaseback accounting guidance. If the Company continues to be the deemed owner, the facilities are accounted for as financing leases. |
Revenue Recognition and Deferred Revenue | Revenue Recognition and Deferred Revenue The Company derives substantially all of its revenue from non-exclusive license agreements with numerous pharmaceutical and biotechnology companies granting them the right to use the Company’s cell lines and intellectual property for non-clinical use. These license agreements generally include nonrefundable upfront fees and annual research license fees for such use, as well as commercial fees for sales of the licensees’ products developed or manufactured using the Company’s intellectual property and cell lines. The Company’s license agreements also may include milestone payments, although to date, the Company has not generated any revenue from milestone payments. The Company recognizes revenue when (i) persuasive evidence of an arrangement exists; (ii) delivery of the products and/or services has occurred; (iii) the fees are fixed or determinable; and (iv) collectability is reasonably assured. When entering into an arrangement, the Company first determines whether the arrangement includes multiple deliverables and is subject to accounting guidance in Accounting Standards Codification (ASC) Subtopic 605-25, Multiple-Element Arrangements An element qualifies as a separate unit of accounting when the delivered element has standalone value to the customer. The Company’s agreements do not include a general right of return relative to delivered elements. Any delivered elements that do not qualify as separate units of accounting are combined with other undelivered elements within the arrangement as a single unit of accounting. If the arrangement constitutes a single combined unit of accounting, the Company determines the revenue recognition method for the combined unit of accounting and recognizes the revenue over the period from inception through the date the last deliverable within the single unit of accounting is delivered. License rights and non-contingent deliverables, such as knowledge transfer, do not have standalone value as they are not sold separately and they cannot be resold and, consequently are considered a single unit of accounting. Therefore, license revenue in the form of upfront payments is deferred and recognized over the applicable period of the Company’s substantive performance obligations or the period the rights granted are in effect. The Company recognizes a milestone payment when earned if it is substantive and the Company has no ongoing performance obligations related to the milestone. A milestone payment is considered substantive if it 1) is commensurate with either the Company’s performance to achieve the milestone or the enhanced value of the delivered item as a result of a specific outcome resulting from the Company’s performance to achieve the milestone; 2) relates solely to past performance; and 3) is reasonable relative to all of the deliverables and payment terms, including other potential milestone consideration, within the arrangement. The Company records any amounts received prior to satisfying the revenue recognition criteria as deferred revenue in the accompanying consolidated balance sheets. |
Research and Development Costs | Research and Development Costs Major components of research and development costs include cash compensation, stock-based compensation, depreciation and amortization expense on research and development property and equipment and intangible assets, costs of preclinical studies, clinical trials and related clinical manufacturing, costs of drug development, costs of materials and supplies, facilities cost, overhead costs, regulatory and compliance costs, and fees paid to consultants and other entities that conduct certain research and development activities on the Company’s behalf. Costs incurred in research and development are expensed as incurred. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation expense related to stock options granted to employees and members of its board of directors by estimating the fair value of each stock option on the date of grant using the Black-Scholes options-pricing model, net of estimated forfeitures. For awards subject to service-based vesting conditions, stock-based compensation expense is recognized over the vesting period using the straight-line method. The fair value of restricted stock units is determined by the closing market price of the Company’s common stock on the date of grant and is also recognized over the vesting period using the straight-line method. For performance-based awards to employees (i) the fair value of the award is determined on the grant date, (ii) the Company assesses the probability of the individual milestones under the award being achieved and (iii) the fair value of the shares subject to the milestone is expensed over the service period commencing once management believes the performance criteria is probable of being met. The Company also accounts for equity instruments issued to non-employees using a fair value approach under ASC Subtopic 505-50, Equity-Based Payments to Non-Employees. The Company values equity instruments and stock options granted using the Black-Scholes option-pricing model. The value of non-employee stock-based compensation is subject to periodic adjustments as the underlying equity instruments vest and is recognized as an expense over the term of the related financing or the period over which services are received. |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The Company records valuation allowances to reduce deferred tax assets to the amount the Company believes is more likely than not to be realized. The Company recognizes uncertain tax positions when the positions will be more likely than not upheld on examination by the taxing authorities based solely upon the technical merits of the positions. The Company recognizes interest and penalties, if any, related to unrecognized income tax uncertainties in income tax expense. The Company did not have any accrued interest or penalties associated with uncertain tax positions as of December 31, 2015 and 2014. The Company is subject to U.S. federal income tax as well as income tax in California and other states. The federal returns for tax years 2012 through 2015 remain open to examination; the California returns remain subject to examination for tax years 2011 through 2015. Carryforward attributes that were generated in years where the statute of limitations is closed may still be adjusted upon examination by the Internal Revenue Service or other respective tax authority. All other state jurisdictions remain open to examination. No income tax returns are currently under examination by taxing authorities. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive loss is composed of net income/(loss) and other comprehensive income/(loss). The Company's other comprehensive income/(loss) consists of unrealized gains and losses on marketable securities classified as available-for-sale. |
Basic and Diluted Net Loss Per Share of Common Stock | Basic and Diluted Net Loss per Share of Common Stock Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period. Diluted loss per share is computed similarly to basic loss per share except that the denominator is increased to include the number of additional shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. For all periods presented, potentially dilutive securities are excluded from the computation of fully diluted loss per share as their effect is anti-dilutive. The following table details those securities which have been excluded from the computation of potentially dilutive securities: As of December 31, 2015 2014 2013 Series B convertible preferred stock — — 3,224,141 Class B common shares not exercised — — 5,851,152 Outstanding options 8,777,893 5,138,410 1,727 Outstanding restricted stock units 1,129,638 — — Outstanding warrants 17,819,616 1,850,937 677,441 Total 27,727,147 6,989,347 9,754,461 Amounts in the table above reflect the common stock equivalents of the noted instruments. |
Segment and Geographic Information | Segment and Geographic Information Operating segments are defined as components of an enterprise (business activity from which it earns revenue and incurs expenses) for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker (CODM) is its Chief Executive Officer. The Company views its operations and manages its business as a single operating and reporting segment. With the exception of a bank account in Korea at December 31, 2015 and the Inex Bio investment shown on the consolidated balance sheets at December 31, 2014 and 2013, all assets of the Company were held in the United States for the years ended December 31, 2015, 2014 and 2013. Although all operations are based in the United States, the Company generated a portion of its revenue from customers outside of the United States. Information about the Company’s revenue from the different geographic regions for the years ended December 31, 2015, 2014 and 2013 is as follows: Year ended December 31, 2015 2014 2013 United States $ 191 $ 371 $ 380 Europe 21 220 95 Other non-U.S. 24 50 125 Total $ 236 $ 641 $ 600 |
Recent Accounting Pronouncements Application of New or Revised Accounting Standards-Adopted | Recent Accounting Pronouncements Application of New or Revised Accounting Standards—Adopted In July 2013, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exist In April 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity Presentation of Financial Statements Property, Plant and Equipment In June 2014, the FASB issued ASU 2014-12, Compensation-Stock Compensation (Topic 718): Accounting for Share-Based Payments when the Terms of an Award Provide that a Performance Target Could Be Achieved After the Requisite Service Period In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810)—Amendments to the Consolidation Analysis In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes Application of New or Revised Accounting Standards—Not Yet Adopted In May 2014, the FASB issued guidance codified in ASC Topic 606, ASU 2014-09, Revenue Recognition—Revenue from Contracts Revenue Recognition In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (ASU 2016-02), which requires lessees to recognize assets and liabilities for operating leases with lease terms greater than twelve months in the balance sheet. The update also requires improved disclosures to help users of financial statements better understand the amount, timing and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of the adoption of ASU 2016-02 on its financial statements and disclosures. |
Description of Business and B29
Description of Business and Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Restatement of Unaudited Consolidated Balance Sheet and Operations | Unaudited Consolidated Balance Sheet (In thousands) Selected Items As of June 30, 2015 Previously Reported Adjustment As Restated ASSETS Receivables, net, prepaid expenses and other current assets $ 433 $ (79 ) $ 354 Total current assets 120,870 (79 ) 120,791 Property and equipment, net 310 2,740 3,050 Total assets 132,557 2,661 135,218 LIABILITIES AND STOCKHOLDERS' EQUITY Accrued expenses 2,618 (102 ) 2,516 Due to related parties — 59 59 Other current liabilities — 219 219 Total current liabilities 5,798 176 5,974 Build-to-suit lease liability, less current portion — 2,497 2,497 Deferred rent — 3 3 Total liabilities 6,039 2,676 8,715 Additional paid-in capital 256,515 46,257 302,772 Accumulated deficit (130,004 ) (46,272 ) (176,276 ) Total stockholders’ equity (deficit) $ 126,518 $ (15 ) $ 126,503 Unaudited Consolidated Statement of Operations (In thousands) Selected Items Three Months Ended June 30, 2015 Six Months Ended June 30, 2015 Previously Reported Adjustment As Restated Previously Reported Adjustment As Restated Research and development $ 1,745 $ 329 $ 2,074 $ 2,348 $ 329 $ 2,677 Selling, general and administrative 82,429 45,943 128,372 114,023 45,943 159,966 Total operating expenses 84,174 46,272 130,446 116,371 46,272 162,643 Loss from operations (84,083 ) (46,272 ) (130,355 ) (116,160 ) (46,272 ) (162,432 ) Loss before income taxes (84,581 ) (46,272 ) (130,853 ) (117,405 ) (46,272 ) (163,677 ) Net loss $ (84,581 ) $ (46,272 ) $ (130,853 ) $ (117,406 ) $ (46,272 ) $ (163,678 ) Net loss per share, basic and diluted $ (1.29 ) $ (0.70 ) $ (1.99 ) $ (1.85 ) $ (0.73 ) $ (2.58 ) Shares used in calculating net loss per share - basic and diluted 65,789,041 65,789,041 65,789,041 63,450,609 63,450,609 63,450,609 Unaudited Consolidated Balance Sheet (In thousands) Selected Items As of September 30, 2015 Previously Reported Adjustment As Restated ASSETS Receivables, net, prepaid expenses and other current assets $ 1,671 $ (46 ) $ 1,625 Total current assets 360,287 (46 ) 360,241 Property and equipment, net 1,414 2,772 4,186 Total assets 370,191 2,726 372,917 LIABILITIES AND STOCKHOLDERS' EQUITY Accrued expenses 1,126 242 1,368 Due to related parties 610 615 1,225 Other current liabilities — 179 179 Total current liabilities 6,683 1,036 7,719 Build-to-suit lease liability, less current portion — 2,483 2,483 Deferred rent 342 3 345 Total liabilities 7,260 3,522 10,782 Additional paid-in capital 535,696 49,148 584,844 Accumulated deficit (172,723 ) (49,944 ) (222,667 ) Total stockholders’ equity (deficit) $ 362,931 $ (796 ) $ 362,135 Unaudited Consolidated Statement of Operations (In thousands) Selected Items Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 Previously Reported Adjustment As Restated Previously Reported Adjustment As Restated Research and development $ 3,950 $ 707 $ 4,657 $ 6,328 $ 1,036 $ 7,364 Selling, general and administrative 38,854 2,965 41,819 152,847 48,908 201,755 Total operating expenses 42,804 3,672 46,476 159,175 49,944 209,119 Loss from operations (42,794 ) (3,672 ) (46,466 ) (158,953 ) (49,944 ) (208,897 ) Loss before income taxes (42,649 ) (3,672 ) (46,321 ) (160,054 ) (49,944 ) (209,998 ) Net loss $ (42,649 ) $ (3,672 ) $ (46,321 ) $ (160,055 ) $ (49,944 ) $ (209,999 ) Net loss per share, basic and diluted $ (0.55 ) $ (0.05 ) $ (0.60 ) $ (2.34 ) $ (0.73 ) $ (3.07 ) Shares used in calculating net loss per share- basic and diluted 77,837,586 77,837,586 77,837,586 68,316,004 68,316,004 68,316,004 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Property and Equipment | Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, as follows: Software 3 years Equipment 5 years Furniture & fixtures 5 years Leasehold improvements The lesser of the lease term or the life of the asset |
Securities Excluded from the Computation of Potentially Dilutive Securities | The following table details those securities which have been excluded from the computation of potentially dilutive securities: As of December 31, 2015 2014 2013 Series B convertible preferred stock — — 3,224,141 Class B common shares not exercised — — 5,851,152 Outstanding options 8,777,893 5,138,410 1,727 Outstanding restricted stock units 1,129,638 — — Outstanding warrants 17,819,616 1,850,937 677,441 Total 27,727,147 6,989,347 9,754,461 |
Schedule of Revenue from Different Geographic Regions | Information about the Company’s revenue from the different geographic regions for the years ended December 31, 2015, 2014 and 2013 is as follows: Year ended December 31, 2015 2014 2013 United States $ 191 $ 371 $ 380 Europe 21 220 95 Other non-U.S. 24 50 125 Total $ 236 $ 641 $ 600 |
Investment In Inex Bio, Inc (Ta
Investment In Inex Bio, Inc (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Purchase Price Paid to Inex Bio | The following summarizes the net consideration paid to Holdings (in thousands): Consideration Total Cash $ 6,518 Fair value of warrants 22,747 Less cash paid to acquire shares in Inex Bio (1,100 ) Net consideration $ 28,165 |
Summary of Assets and Liabilities Assumed | The following table summarizes the assets acquired and liabilities assumed (in thousands): Cash $ 763 Intangible assets - reacquired rights of Company technology* 8,636 Other assets 42 Investment in Inex Bio (221 ) Deferred tax liability (1,467 ) Accounts payable (1 ) Total assets acquired and liabilities assumed $ 7,752 |
Inex Bio Inc | |
Summary of Purchase Price Paid to Inex Bio | The purchase price paid to acquire Inex Bio from the other owners is as follows (in thousands): Consideration Total Cash paid by InexBio Holdings, LLC $ 1,100 Cash paid by Company 1,482 Fair value of warrants 5,170 Aggregate purchase price $ 7,752 |
Financial Statement Details (Ta
Financial Statement Details (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Financial Statement Details [Abstract] | |
Receivables, Net, Prepaid Expenses and Other Current Assets | As of December 31, 2015 and 2014, receivables, net, prepaid expenses and other current assets were made up of (in thousands): Year Ended December 31, 2015 2014 Interest receivable - marketable securities $ 911 $ — Tax refund receivable 646 — Prepaid services 631 115 Prepaid insurance 466 9 Prepaid legal fees 350 — Due from related parties (See Note 9) 217 — Prepaid license fees 101 — Accounts receivable, net — 145 $ 3,322 $ 269 |
Property and Equipment | As of December 31, 2015 and 2014, property and equipment was made up of (in thousands): Year Ended December 31, 2015 2014 Construction in Progress $ 5,136 $ — Equipment 241 29 Leasehold Improvements 182 182 Furniture & Fixtures 125 44 Software 6 2 5,690 257 Accumulated Depreciation and Amortization (167 ) (46 ) $ 5,523 $ 211 |
Other Long Term Assets | As of December 31, 2015 and 2014, other long term assets were made up of (in thousands): Year Ended December 31, 2015 2014 Equipment not placed in service $ 624 $ — Software license and implementation costs 391 — Security deposits 344 19 Investment in Inex Bio (See Note 3) — 249 Deferred financing costs — 141 $ 1,359 $ 409 |
Intangible Assets | As of December 31, 2015 and 2014, intangible assets were made up of (in thousands): Year Ended December 31, 2015 2014 (As Adjusted - see Note 15) Technology license* $ 8,636 $ — Trademarks — 3 Total intangible assets 8,636 3 Less accumulated amortization (1,344 ) — Intangible assets, net $ 7,292 $ 3 |
Future Estimated Amortization Expense | Future estimated amortization expense related to the Company’s technology license for the next five years and thereafter is as follows: Years ending December 31: 2016 $ 1,792 2017 1,792 2018 1,792 2019 449 2020 — Thereafter — $ 5,825 |
Accrued Expenses | As of December 31, 2015 and 2014, accrued expenses were made up of (in thousands): Year Ended December 31, 2015 2014 Accrued bonuses $ 1,359 $ — Accrued professional and service fees 367 91 Accrued compensation 348 191 Accrued franchise and property taxes 225 — Accrued construction costs 132 — Other 144 29 $ 2,575 $ 311 |
Investment Income, Net | Net investment income includes interest income from all bank accounts as well as marketable securities, dividend income, net realized gains or losses on sales of investments and the amortization of the premiums and discounts of the investments and is as follows for the years ended December 31, 2015, 2014 and 2013 (in thousands). 2015 2014 2013 Interest income $ 312 $ 20 $ 2 Investment amortization accretion income (expense), net (38 ) — — Dividend income 213 — — Net realized gains on investments 2,501 — — $ 2,988 $ 20 $ 2 |
Cash Equivalents and Marketab33
Cash Equivalents and Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Cash Equivalents And Marketable Securities [Abstract] | |
Schedule of Cash Equivalents and Marketable Securities Available-for-Sale | At December 31, 2015, the Company’s cash equivalents and marketable securities are detailed as follows (in thousands): December 31, 2015 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Current: Commercial paper $ 29,899 $ 13 $ — $ 29,912 Corporate debt securities 99,600 2 (109 ) 99,493 Foreign government bonds 6,951 — (7 ) 6,944 Subtotal current 136,450 15 (116 ) 136,349 Non-current: Corporate debt securities 51,215 1 (85 ) 51,131 Foreign government bonds 4,011 — (7 ) 4,004 Subtotal non-current 55,226 1 (92 ) 55,135 Total $ 191,676 $ 16 $ (208 ) $ 191,484 |
Available-for-Sale Investments in Unrealized Loss Position | Available-for-sale investments that had been in an unrealized loss position for less than 12 months at December 31, 2015 are detailed as follows (in thousands): At December 31, 2015 Estimated Fair Value Gross Unrealized Losses Corporate debt securities 141,320 (194 ) Foreign government bonds 10,947 (14 ) Total $ 152,267 $ (208 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | Financial assets and liabilities measured at fair value on a recurring basis are summarized below at December 31, 2015 and 2014 (in thousands): Fair Value Measurements at December 31, 2015 Total Level 1 Level 2 Level 3 Assets: Current: Cash and cash equivalents* $ 18,039 $ — $ 18,039 Commercial paper 24,917 — 24,917 — Corporate debt securities 86,450 — 86,450 — Foreign government bonds 6,943 — 6,943 — Noncurrent: Corporate debt securities 51,131 — 51,131 — Foreign government bonds 4,004 — 4,004 — Total assets measured at fair value $ 191,484 $ — $ 191,484 $ — Liabilities: Current: Warrant derivative liability $ — $ — $ — $ — Total liabilities measured at fair value $ — $ — $ — $ — * This amount excludes $157.9 million in depository institutions. Fair Value Measurements at December 31, 2014 Total Level 1 Level 2 Level 3 Assets: Current: Cash and cash equivalents* $ — $ — $ — $ — Commercial paper Corporate debt securities — — — — Foreign government bonds — — — — Noncurrent: Corporate debt securities — — — — Foreign government bonds — — — — Total assets measured at fair value $ — $ — $ — $ — Liabilities: Current: Warrant derivative liability $ 177 $ — $ — $ 177 Total liabilities measured at fair value $ 177 $ — $ — $ 177 * This amount excludes $59.1 million in depository institutions. |
Schedule of Assumptions Used For Valuing The Warrants | The assumptions used in valuing these warrants are presented in the table below. April 30, 2015 (settlement date) December 31, Expected dividend yield 0 % 0 % Expected volatility 80.0 % 79.5 % Risk-free interest rate 1.43 % 1.67 % Marketability discount 10.0 % 10.0 % |
Schedule of Warrant Liability Measured At Fair Value Using Significant Unobservable Input (Level 3) | Activity for the warrant derivative liability measured at fair value using significant unobservable inputs (Level 3) is presented in the table below: Warrant Derivative Liability Balance January 1, 2015 $ 177 Adjustment to estimated fair value 1,366 Warrant exercised (1,543 ) Balance at December 31, 2015 $ — |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Significant Contractual Obligations | The following table summarizes our significant contractual obligations at December 31, 2015 for each of the periods indicated (in thousands): Payments Due by Period Total Less than 1 Year 1-3 Years 3-5 Years More than 5 Years Contractual Obligations Operating lease obligations $ 19,115 $ 1,094 $ 5,638 $ 5,928 $ 6,455 License agreement obligations* 1,311 — 437 874 — Total $ 20,426 $ 1,094 $ 6,075 $ 6,802 $ 6,455 *This obligation is measured in Euros, but shown in US dollars using the exchange rate as of December 31, 2015. |
Related Party Agreements (Table
Related Party Agreements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Weighted Average of Fair Value of Options Under Black-Scholes Option Pricing Model | The Company uses a Black-Scholes option-pricing model to determine the fair value of stock-based compensation under ASC Topic 718, Stock Compensation Years Ended December 31, 2015 2014 Employee Grants Non- Employee Grants Employee Grants Non- Employee Grants Expected term (years) 4.0 - 5.5 .1 - 9.0 5.0 - 5.6 9.2 - 9.7 Risk-free interest rate 1.5% - 1.8% 0% - 2.4% 1.6% - 1.9% 2.2% Expected volatility 80% 80% 81% - 91% 81% Dividend yield 0 0 0% 0% Weighted-average measurement $ 12.08 $ 15.25 $ 0.53 $ 0.18 |
Officers | Common Class B | |
Weighted Average of Fair Value of Options Under Black-Scholes Option Pricing Model | The assumptions used in the model are presented in the table below. Expected term 3 years Risk-free interest rate 0.78 % Expected volatility 92.00 % Dividend yield 0.00 % |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Summary Of Changes In Securities | The following summarizes changes in securities in conjunction with the 2014 Securities Purchase Agreement: Class A common stock Class B common stock Series C preferred stock Warrants to purchase Class A common stock Options to purchase Class A common stock Share Balance in April 2014 prior to 2014 Securities 1,158,394 1,763,609 — 763,841 3,056,702 Exchange of Founder Warrant (Note 8) — — — (156,109 ) 740,600 Conversion of 2013 Promissory Note (Note 7) — — 771,458 192,865 — Conversion of 2009 Convertible Notes (Note 7) 985,229 — — — — Exchange the CA Warrant and the PA Warrant associated 3,052,608 — — — — Exchange of Other Creditor debt (Note 7) 345,228 — — — — Exchange of Side Agreement Notes (Note 7) 192,341 — — — — Sale of Units in 2014 Securities Purchase Agreement (see — — 4,983,526 1,245,881 — Cash commission to placement agent paid in Class A 34,715 — — — — Exchange of placement agent warrant for stock (see below) — 763,151 — (193,413 ) — Issuance of placement agent warrant associated with 2014 — — — 199,341 — Share balance after closing of 2014 Securities 5,768,515 2,526,760 5,754,984 2,052,406 3,797,302 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Based Compensation Expenses Included in Operations Statement | The following table presents all stock-based compensation as included in the Company’s consolidated statements of operations (in thousands): Year Ended December 31, 2015 2014 2013 Stock-based compensation expense: Warrants for Class A common stock to an officer and a director related to Inex Bio, Inc. acquisition (Note 3) $ 22,747 $ — $ — Warrants for Class A common stock to an officer 141,901 — — Exercise of Class B common stock (Note 9) — — 884 Employee stock options 25,498 485 — Non-employee stock options 3,300 76 — Restricted stock units 17,775 228 — $ 211,221 $ 789 $ 884 Stock-based compensation expense in operating expense: Research and development $ 1,221 $ 222 $ 251 Selling, general and administrative 210,000 567 633 $ 211,221 $ 789 $ 884 |
Summarizes Stock Option Activity Under Equity Intensive Plan | The following table summarizes stock option activity under all equity incentive plans for the year ended December 31, 2015: Numbers of Shares Weighted- Average Exercise Price Aggregate Intrinsic Value Weighted- Average Remaining Contractual Life (in years) Outstanding at December 31, 2013 1,727 $ 0.41 $ — 1.3 Options granted 5,971,087 $ 0.77 Options forfeited (1,231 ) $ 0.41 Options exercised (833,173 ) $ 0.22 Outstanding at December 31, 2014 5,138,410 $ 0.85 $ 5,298 9.7 Options granted 5,713,899 $ 7.92 Options forfeited (947,311 ) $ 1.87 Options exercised (1,127,105 ) $ 0.86 Outstanding at December 31, 2015 8,777,893 $ 5.36 $ 116,273 7.2 Vested and Exercisable at December 31, 2015 4,844,857 $ 4.70 $ 66,754 8.0 |
Summary of Options Outstanding and Vested | The vested and exercisable shares at December 31, 2014 and December 31, 2013 were 1,705,035 and 1,727. The following table provides a summary of options outstanding and vested as of December 31, 2015: Exercise Prices Number Outstanding Weighted- Average (in years) Number Exercisable Weighted- Average Life (in years) $0.22 1,342,344 8.2 1,157,194 8.2 $0.42 1,044,172 8.9 946,583 8.9 $1.76 1,393,103 9.0 601,587 9.0 $2.00 1,691,324 9.1 1,064,612 9.1 $2.20 1,851,500 3.2 347,156 3.2 $25.00 1,455,450 6.5 727,725 6.5 8,777,893 7.2 4,844,857 8.0 |
Weighted Average of Fair Value of Options Under Black-Scholes Option Pricing Model | The Company uses a Black-Scholes option-pricing model to determine the fair value of stock-based compensation under ASC Topic 718, Stock Compensation Years Ended December 31, 2015 2014 Employee Grants Non- Employee Grants Employee Grants Non- Employee Grants Expected term (years) 4.0 - 5.5 .1 - 9.0 5.0 - 5.6 9.2 - 9.7 Risk-free interest rate 1.5% - 1.8% 0% - 2.4% 1.6% - 1.9% 2.2% Expected volatility 80% 80% 81% - 91% 81% Dividend yield 0 0 0% 0% Weighted-average measurement $ 12.08 $ 15.25 $ 0.53 $ 0.18 |
Restricted Stock Units Activity | The following table summarizes the restricted stock units activity under the 2015 Plan: Numbers of Restricted Stock Units Outstanding Weighted- Average Grant Date Fair Value Unvested balance at December 31, 2014 — $ — Granted 1,614,788 $ 21.86 Vested (485,150 ) $ 25.00 Unvested balance at December 31, 2015 1,129,638 $ 20.51 |
Summary of Warrant Activity | The following table summarizes the warrant activity for the year ended December 31, 2015: Outstanding at December 31, 2014 1,850,937 Warrants granted 20,791,842 Warrants cancelled (146,062 ) Warrants exercised (4,677,101 ) Outstanding at December 31, 2015 17,819,616 |
Reserved Authorized Shares of Common Stock for Future Issuance | At December 31, 2015, the Company has reserved authorized shares of common stock for future issuance as follows: Shares approved for 2015 Equity Incentive Plan 3,500,000 Shares remaining from 2014 Equity Incentive Plan 749,857 Total shares authorized under the 2015 Plan 4,249,857 2015 grants (3,070,238 ) 2015 forfeitures added back to available pool 947,063 Shares reserved for future issuance as of December 31, 2015 2,126,682 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Summary of Income (Loss) Before Taxes | The amount of income (loss) before taxes is (in thousands): Year Ended December 31, 2015 2014 2013 U.S. (loss) income before taxes $ (235,750 ) $ (6,184 ) $ (2,046 ) Foreign (loss) income before taxes (1,427 ) — — (Loss) Income before income taxes $ (237,177 ) $ (6,184 ) $ (2,046 ) |
Summary of Income Tax Expense | Income tax expense for the year ended December 31, 2015, 2014 and 2013 consists of the following (in thousands): Year Ended December 31, 2015 2014 2013 Current: Federal $ — $ — $ — State 1 1 1 Foreign — — — Total Current 1 1 1 Deferred: Federal — — — State — — — Foreign (302 ) — — Total Deferred (302 ) — — Income tax provision $ (301 ) $ 1 $ 1 |
Components of Net Deferred Tax Assets and Liabilities | The components that comprise the Company’s net deferred tax assets at December 31 consist of the following (in thousands): As of December 31, 2015 2014 Deferred tax assets: Stock compensation $ 67,559 $ 121 Accrued compensation 572 75 Accrued legal expenses — 2 Accrued interest — — Other accrued liabilities 389 10 Depreciation and amortization 624 — Total deferred tax assets 69,144 208 Deferred tax liabilities: Foreign Intangibles (1,165 ) — Depreciation and amortization — (46 ) Total deferred tax liabilities (1,165 ) (46 ) Net deferred tax assets 67,979 162 Valuation allowance (69,144 ) (162 ) Net deferred tax liability $ (1,165 ) $ — |
Reconciliation of Federal Statutory Income Tax Rate | A reconciliation of the federal statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, 2015 2014 2013 Tax computed at federal statutory rate 34.0 % 34.0 % 35.0 % State income taxes, net of federal tax benefit 2.6 % 4.8 % 12.0 % Other (3.8 %) (7.3 %) 0.2 % Tax rate adjustment 0.0 % 0.5 % 0.0 % Section 382/383 NOL (3.5 %) (40.0 %) (32.3 %) Research and development credits 0.1 % 0.7 % 0.0 % Stock-based compensation (0.4 %) (1.1 %) 0.0 % Warrant derivative liability adjustment 0.0 % 0.0 % (20.1 %) Valuation Allowance (28.9 %) 8.4 % 5.2 % Provision for income taxes 0.1 % 0.0 % 0.0 % |
Summarizes of Changes in Unrecognized Tax Benefits | The following table summarizes the changes to the amount of unrecognized tax benefits (in thousands): Unrecognized tax benefits at December 31, 2013 $ — Increase(decrease) for prior year tax positions — Increase for current year tax positions — Unrecognized tax benefits at December 31, 2014 — Increase(decrease) for prior year tax positions 120 Increase for current year tax positions 1,083 Unrecognized tax benefits at December 31, 2015 $ 1,203 |
Change in Method of Accountin40
Change in Method of Accounting for Patent Costs (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
New Accounting Pronouncements And Changes In Accounting Principles [Abstract] | |
Schedule of Adjusted Comparative Consolidated Financial Statements | The Company has adjusted the comparative consolidated financial statements of prior years and interim periods to retrospectively apply the new method of accounting for patent costs as shown below (in thousands except for per share amounts): Annual Periods: Consolidated Balance Sheet As Reported Effect of Change As Adjusted As of December 31, 2015* Intangible assets, net $ 8,175 $ (883 ) $ 7,292 Accumulated deficit (249,493 ) (883 ) (250,376 ) As of December 31, 2014 Intangible assets, net 835 (832 ) 3 Accumulated deficit (12,741 ) (832 ) (13,573 ) As of December 31, 2013 Intangible assets, net 863 (860 ) 3 Accumulated deficit (6,528 ) (860 ) (7,388 ) *This period has not been reported, therefore, the numbers are As Computed. Consolidated Statement of Operations As Reported Effect of Change As Adjusted Year Ended December 31, 2015* Selling, general and administrative $ 227,627 $ 51 $ 227,678 Net loss (236,825 ) (51 ) (236,876 ) Earnings per share - basic and diluted $ (3.31 ) $ (0.00 ) $ (3.31 ) Year Ended December 31, 2014 Selling, general and administrative 4,649 (28 ) 4,621 Net loss (6,213 ) 28 (6,185 ) Earnings per share - basic and diluted $ (0.75 ) $ 0.00 $ (0.75 ) Year Ended December 31, 2013 Selling, general and administrative 2,235 188 2,423 Net loss (1,859 ) (188 ) (2,047 ) Earnings per share - basic and diluted $ (2.33 ) $ (0.24 ) $ (2.57 ) Consolidated Statement of Cash Flows As Reported Effect of Change As Adjusted Year Ended December 31, 2015* Net loss $ (236,825 ) $ (51 ) $ (236,876 ) Depreciation and amortization 1,587 (115 ) 1,472 Net cash used in operating activities (25,139 ) (166 ) (25,305 ) Investment in intangible assets (166 ) 166 — Net cash used in investing activities (175,390 ) 166 (175,224 ) Year Ended December 31, 2014 Net loss (6,213 ) 28 (6,185 ) Depreciation and amortization 128 (92 ) 36 Net cash used in operating activities (5,354 ) (64 ) (5,418 ) Investment in intangible assets (64 ) 64 — Net cash used in investing activities (299 ) 64 (235 ) Year Ended December 31, 2013 Net loss (1,859 ) (188 ) (2,047 ) Depreciation and amortization 76 (72 ) 4 Net cash used in operating activities (408 ) (260 ) (668 ) Investment in intangible assets (260 ) 260 — Net cash used in investing activities (263 ) 260 (3 ) *This period has not been reported, therefore, the numbers are As Computed. Unaudited Interim Periods: Consolidated Balance Sheet As Reported Effect of Change As Adjusted As of September 30, 2015 Intangible assets, net $ 7,164 $ (888 ) $ 6,276 Accumulated deficit (As Restated - See Note 1) (222,667 ) (888 ) (223,555 ) As of June 30, 2015 Intangible assets, net 7,620 (896 ) 6,724 Accumulated deficit (As Restated - See Note 1) (176,276 ) (896 ) (177,172 ) As of March 31, 2015 Intangible assets, net 8,028 (856 ) 7,172 Accumulated deficit (45,566 ) (856 ) (46,422 ) As of September 30, 2014* Intangible assets, net 843 (840 ) 3 Accumulated deficit (9,978 ) (840 ) (10,818 ) As of June 30, 2014* Intangible assets, net 821 (818 ) 3 Accumulated deficit (9,082 ) (818 ) (9,900 ) As of March 31, 2014* Intangible assets, net 794 (791 ) 3 Accumulated deficit (7,686 ) (791 ) (8,477 ) Consolidated Statement of Operations As Reported Effect of Change As Adjusted Three Months Ended December 31, 2015* (As Restated - See Note 1) Selling, general and administrative $ 25,842 $ (4 ) $ 25,838 Net loss (26,826 ) 4 (26,822 ) Earnings per share - basic and diluted $ (0.33 ) $ 0.00 $ (0.33 ) Three Months Ended September 30, 2015 (As Restated - See Note 1) Selling, general and administrative 41,819 (9 ) 41,810 Net loss (46,321 ) 9 (46,312 ) Earnings per share - basic and diluted $ (0.60 ) $ 0.00 $ (0.60 ) Three Months Ended June 30, 2015 (As Restated - See Note 1) Selling, general and administrative 128,372 40 128,412 Net loss (130,853 ) (40 ) (130,893 ) Earnings per share - basic and diluted $ (1.99 ) $ (0.00 ) $ (1.99 ) Three Months Ended March 31, 2015 Selling, general and administrative 31,594 24 31,618 Net loss (32,825 ) (24 ) (32,849 ) Earnings per share - basic and diluted $ (0.54 ) $ (0.00 ) $ (0.54 ) *This period has not been reported, therefore, the numbers are As Computed. Consolidated Statement of Operations As Reported Effect of Change As Adjusted Three Months Ended December 31, 2014 Selling, general and administrative $ 1,834 $ (8 ) $ 1,826 Net loss (2,763 ) 8 (2,755 ) Earnings per share - basic and diluted $ (0.09 ) $ 0.00 $ (0.09 ) Three Months Ended September 30,2014 Selling, general and administrative 702 22 724 Net loss (896 ) (22 ) (918 ) Earnings per share - basic and diluted $ (0.11 ) $ (0.00 ) $ (0.11 ) Three Months Ended June 30, 2014 Selling, general and administrative 1,052 27 1,079 Net loss (1,396 ) (27 ) (1,423 ) Earnings per share - basic and diluted $ (0.19 ) $ (0.00 ) $ (0.19 ) Three Months Ended March 31, 2014 Selling, general and administrative 1,061 (69 ) 992 Net loss (1,158 ) 69 (1,089 ) Earnings per share - basic and diluted $ (0.40 ) $ 0.02 $ (0.38 ) Consolidated Statement of Cash Flows As Reported Effect of Change As Adjusted Nine Months Ended September 30, 2015 Net loss $ (160,055 ) $ (55 ) $ (160,110 ) Depreciation and amortization 1,067 (86 ) 981 Net cash used in operating activities (14,220 ) (141 ) (14,361 ) Investment in intangible assets (141 ) 141 — Net cash used in investing activities (3,245 ) 141 (3,104 ) Six Months Ended June 30, 2015 Net loss (117,406 ) (64 ) (117,470 ) Depreciation and amortization 1,042 (56 ) 986 Net cash used in operating activities (10,042 ) (120 ) (10,162 ) Investment in intangible assets (603 ) 120 (483 ) Net cash used in investing activities (2,573 ) 120 (2,453 ) Three Months Ended March 31, 2015 Net loss (32,825 ) (24 ) (32,849 ) Depreciation and amortization 53 (27 ) 26 Net cash used in operating activities (7,321 ) (51 ) (7,372 ) Investment in intangible assets (51 ) 51 — Net cash used in investing activities (1,907 ) 51 (1,856 ) Consolidated Statement of Cash Flows As Reported Effect of Change As Adjusted Nine Months Ended September 30, 2014 Net loss $ (3,450 ) $ 20 $ (3,430 ) Depreciation and amortization 145 (66 ) 79 Net cash used in operating activities (2,798 ) (46 ) (2,844 ) Investment in intangible assets (53 ) 46 (7 ) Net cash used in investing activities (251 ) 46 (205 ) Six Months Ended June 30, 2014 Net loss (2,554 ) 42 (2,512 ) Depreciation and amortization 103 (40 ) 63 Net cash used in operating activities (2,093 ) 2 (2,091 ) Investment in intangible assets — — — Net cash used in investing activities (17 ) — (17 ) Three Months Ended March 31, 2014 Net loss (1,158 ) 69 (1,089 ) Depreciation and amortization 47 (16 ) 31 Net cash used in operating activities (91 ) 53 (38 ) Investment in intangible assets — — — Net cash used in investing activities 2 — 2 |
Summarized Quarterly Data (Un41
Summarized Quarterly Data (Unaudited) (Table) | 12 Months Ended |
Dec. 31, 2015 | |
Table Text Block Supplement [Abstract] | |
Summary of Quarterly Data (Unaudited) | The table below presents unaudited quarterly data for fiscal 2015 and 2014 (in thousands, except per share data): 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter (As Adjusted – see Note 15) (As Restated and Adjusted - see Notes 1 & 15) (As Restated and Adjusted - see Notes 1 & 15) (As Restated and Adjusted – see Notes 1 & 15) 2015 Revenue $ 120 $ 91 $ 10 $ 15 Operating expenses 32,221 130,486 46,467 29,938 Operating loss (32,101 ) (130,395 ) (46,457 ) (29,923 ) Net loss (32,849 ) (130,893 ) (46,312 ) (26,822 ) Net loss per share - basic and diluted $ (0.54 ) $ (1.99 ) $ (0.60 ) $ (0.33 ) Shares used in calculating net loss per share - basic and diluted 61,137,625 65,789,041 77,837,586 81,247,430 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter (As Adjusted – see Note 15) (As Adjusted – see Note 15) (As Adjusted – see Note 15) (As Adjusted – see Note 15) 2014 Revenue $ 286 $ 124 $ 133 $ 98 Operating expenses 1,112 1,322 1,052 2,730 Operating loss (826 ) (1,198 ) (919 ) (2,632 ) Net loss (1,089 ) (1,423 ) (918 ) (2,755 ) Net loss per share - basic and diluted $ (0.38 ) $ (0.19 ) $ (0.11 ) $ (0.09 ) Shares used in calculating net loss per share - basic and diluted 2,880,748 7,543,348 7,903,941 31,290,625 |
Description of Business and B42
Description of Business and Basis of Presentation - Additional Information (Detail) $ / shares in Units, $ in Thousands | Jul. 10, 2015 | Jul. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) |
Description Of Business And Basis Of Presentation [Line Items] | |||||||||||||||||
Forward stock split of its outstanding common stock | 1.8515 | ||||||||||||||||
Proceeds from sale of common stock | $ 221,500 | ||||||||||||||||
Underwriting discounts, commissions and offering expenses | $ 16,800 | ||||||||||||||||
Net cash used in operating activities | $ (7,372) | $ (38) | $ (10,162) | $ (2,091) | $ (14,361) | $ (2,844) | $ (25,305) | $ (5,418) | $ (668) | ||||||||
Stock-based compensation expense | 211,221 | 789 | 884 | ||||||||||||||
Property and equipment, gross | $ 5,690 | $ 257 | 5,690 | 257 | |||||||||||||
Net loss | (26,822) | (32,849) | (2,755) | $ (918) | $ (1,423) | (1,089) | (117,470) | (2,512) | (160,110) | (3,430) | (236,876) | (6,185) | (2,047) | ||||
Construction in Progress | |||||||||||||||||
Description Of Business And Basis Of Presentation [Line Items] | |||||||||||||||||
Property and equipment, gross | 5,136 | $ 5,136 | |||||||||||||||
Common Stock | |||||||||||||||||
Description Of Business And Basis Of Presentation [Line Items] | |||||||||||||||||
Forward stock split of its outstanding common stock | 1.8515 | ||||||||||||||||
Initial Public Offering | |||||||||||||||||
Description Of Business And Basis Of Presentation [Line Items] | |||||||||||||||||
Common stock price per share | $ / shares | $ 25 | ||||||||||||||||
Proceeds from sale of common stock | $ 221,500 | ||||||||||||||||
Underwriting discounts, commissions and offering expenses | $ 16,800 | ||||||||||||||||
Initial Public Offering | Officer | |||||||||||||||||
Description Of Business And Basis Of Presentation [Line Items] | |||||||||||||||||
Forward stock split of its outstanding common stock | 1 | ||||||||||||||||
Initial Public Offering | Common Stock | |||||||||||||||||
Description Of Business And Basis Of Presentation [Line Items] | |||||||||||||||||
Common stock sold | shares | 9,531,200 | 9,531,200 | |||||||||||||||
Series B Preferred Stock | |||||||||||||||||
Description Of Business And Basis Of Presentation [Line Items] | |||||||||||||||||
Common stock, conversion basis | In March 2014, the Company entered into a definitive merger and share exchange agreement pursuant to which the Company redomesticated from the State of Illinois to the State of Delaware and the Illinois Company ceased to exist (the Redomestication). In connection with the Redomestication, the holders of Class A and Class B common stock received one share of Class A and Class B common stock of the Delaware Company, respectively, in exchange for fifteen shares of the Illinois Company. The holders of Series B preferred stock received one share of Series B preferred stock of the Delaware Company in exchange for one share of the Illinois Company. The holders of any options, warrants or other securities are subject to adjustment based on the ratio of 1 for 15. All share numbers and per share prices in the accompanying consolidated financial statements have been adjusted to reflect the 1 for 15 exchange. | ||||||||||||||||
Forward stock split of its outstanding common stock | 0.067 | ||||||||||||||||
Restatement Adjustment | |||||||||||||||||
Description Of Business And Basis Of Presentation [Line Items] | |||||||||||||||||
Accumulated deficit | (883) | (856) | (832) | (840) | (818) | (791) | (818) | (840) | $ (883) | (832) | (860) | ||||||
Net cash used in operating activities | (51) | 53 | (120) | 2 | (141) | (46) | (166) | (64) | (260) | ||||||||
Net loss | 4 | (24) | 8 | (22) | (27) | 69 | (64) | 42 | (55) | 20 | (51) | 28 | (188) | ||||
As Adjusted | |||||||||||||||||
Description Of Business And Basis Of Presentation [Line Items] | |||||||||||||||||
Accumulated deficit | (250,376) | $ (888) | $ (896) | (46,422) | $ (13,573) | $ (10,818) | $ (9,900) | $ (8,477) | (896) | $ (9,900) | (888) | $ (10,818) | (250,376) | (13,573) | (7,388) | ||
Net cash used in operating activities | (25,305) | (5,418) | (668) | ||||||||||||||
Net loss | $ (26,822) | 9 | (40) | $ (32,849) | $ (236,876) | (6,185) | (2,047) | ||||||||||
Restatement | |||||||||||||||||
Description Of Business And Basis Of Presentation [Line Items] | |||||||||||||||||
Accumulated deficit | (49,944) | (46,272) | (46,272) | (49,944) | |||||||||||||
Build to suit lease liability current and noncurrent | 2,700 | 2,700 | |||||||||||||||
Net loss | $ (3,672) | (46,272) | (46,272) | $ (49,944) | |||||||||||||
Restatement | Construction in Progress | |||||||||||||||||
Description Of Business And Basis Of Presentation [Line Items] | |||||||||||||||||
Property and equipment, gross | 2,700 | 2,700 | |||||||||||||||
Restatement | Warrants For Class A Common Stock | Officer | |||||||||||||||||
Description Of Business And Basis Of Presentation [Line Items] | |||||||||||||||||
Stock-based compensation expense | $ 46,300 | $ 46,300 | |||||||||||||||
General and Administrative Expense | Restatement Adjustment | |||||||||||||||||
Description Of Business And Basis Of Presentation [Line Items] | |||||||||||||||||
Royalties and cost of licensing expense | $ 200 | $ 200 |
Description of Business and B43
Description of Business and Basis of Presentation - Restatement of Unaudited Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands | 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, 2013 |
ASSETS | |||||||||
Receivables, net, prepaid expenses and other current assets | $ 3,322 | $ 269 | |||||||
Property and equipment, net | 5,523 | 211 | |||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||
Accrued expenses | 2,575 | 311 | |||||||
Due to related parties | 1,352 | ||||||||
Other current liabilities | 136 | 442 | |||||||
Total current liabilities | 6,148 | 1,884 | |||||||
Build-to-suit lease liability, less current portion | 2,468 | ||||||||
Deferred rent | 845 | ||||||||
Additional paid-in capital | 606,555 | 71,158 | |||||||
Total stockholders’ equity (deficit) | 355,995 | ||||||||
Previously Reported | |||||||||
ASSETS | |||||||||
Receivables, net, prepaid expenses and other current assets | $ 1,671 | $ 433 | |||||||
Total current assets | 360,287 | 120,870 | |||||||
Property and equipment, net | 1,414 | 310 | |||||||
Total assets | 370,191 | 132,557 | |||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||
Accrued expenses | 1,126 | 2,618 | |||||||
Due to related parties | 610 | ||||||||
Total current liabilities | 6,683 | 5,798 | |||||||
Deferred rent | 342 | ||||||||
Total liabilities | 7,260 | 6,039 | |||||||
Additional paid-in capital | 535,696 | 256,515 | |||||||
Accumulated deficit | $ (249,493) | (172,723) | (130,004) | $ (45,566) | $ (12,741) | $ (9,978) | $ (9,082) | $ (7,686) | $ (6,528) |
Total stockholders’ equity (deficit) | 362,931 | 126,518 | |||||||
Restatement | |||||||||
ASSETS | |||||||||
Receivables, net, prepaid expenses and other current assets | (46) | (79) | |||||||
Total current assets | (46) | (79) | |||||||
Property and equipment, net | 2,772 | 2,740 | |||||||
Total assets | 2,726 | 2,661 | |||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||
Accrued expenses | 242 | (102) | |||||||
Due to related parties | 615 | 59 | |||||||
Other current liabilities | 179 | 219 | |||||||
Total current liabilities | 1,036 | 176 | |||||||
Build-to-suit lease liability, less current portion | 2,483 | 2,497 | |||||||
Deferred rent | 3 | 3 | |||||||
Total liabilities | 3,522 | 2,676 | |||||||
Additional paid-in capital | 49,148 | 46,257 | |||||||
Accumulated deficit | (49,944) | (46,272) | |||||||
Total stockholders’ equity (deficit) | (796) | (15) | |||||||
As Restated | |||||||||
ASSETS | |||||||||
Receivables, net, prepaid expenses and other current assets | 1,625 | 354 | |||||||
Total current assets | 360,241 | 120,791 | |||||||
Property and equipment, net | 4,186 | 3,050 | |||||||
Total assets | 372,917 | 135,218 | |||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||
Accrued expenses | 1,368 | 2,516 | |||||||
Due to related parties | 1,225 | 59 | |||||||
Other current liabilities | 179 | 219 | |||||||
Total current liabilities | 7,719 | 5,974 | |||||||
Build-to-suit lease liability, less current portion | 2,483 | 2,497 | |||||||
Deferred rent | 345 | 3 | |||||||
Total liabilities | 10,782 | 8,715 | |||||||
Additional paid-in capital | 584,844 | 302,772 | |||||||
Accumulated deficit | (222,667) | (176,276) | |||||||
Total stockholders’ equity (deficit) | $ 362,135 | $ 126,503 |
Description of Business and B44
Description of Business and Basis of Presentation - Restatement of Unaudited Consolidated Statement of Operations (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 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 | Jun. 30, 2015 | Jun. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Research and development | $ 11,434 | $ 1,595 | $ 446 | ||||||||||||
Selling, general and administrative | $ 25,838 | $ 31,618 | $ 1,826 | $ 724 | $ 1,079 | $ 992 | 227,678 | 4,621 | 2,423 | ||||||
Total operating expenses | 2,730 | 1,052 | 1,322 | 1,112 | |||||||||||
Loss from operations | (2,632) | (919) | (1,198) | (826) | |||||||||||
Net loss | $ (26,822) | $ (32,849) | $ (2,755) | $ (918) | $ (1,423) | $ (1,089) | $ (117,470) | $ (2,512) | $ (160,110) | $ (3,430) | $ (236,876) | $ (6,185) | $ (2,047) | ||
Net loss per share, basic and diluted | $ (0.33) | $ (0.54) | $ (0.09) | $ (0.11) | $ (0.19) | $ (0.38) | $ (3.31) | $ (0.75) | $ (2.57) | ||||||
Shares used in calculating net loss per share - basic and diluted | 81,247,430 | 77,837,586 | 65,789,041 | 61,137,625 | 31,290,625 | 7,903,941 | 7,543,348 | 2,880,748 | 71,519,609 | 8,246,028 | 797,105 | ||||
Previously Reported | |||||||||||||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Research and development | $ 3,950 | $ 1,745 | 2,348 | 6,328 | |||||||||||
Selling, general and administrative | 38,854 | 82,429 | $ 31,594 | $ 1,834 | $ 702 | $ 1,052 | $ 1,061 | 114,023 | 152,847 | $ 227,627 | $ 4,649 | $ 2,235 | |||
Total operating expenses | 42,804 | 84,174 | 116,371 | 159,175 | |||||||||||
Loss from operations | (42,794) | (84,083) | (116,160) | (158,953) | |||||||||||
Loss before income taxes | (42,649) | (84,581) | (117,405) | (160,054) | |||||||||||
Net loss | $ (42,649) | $ (84,581) | $ (32,825) | $ (2,763) | $ (896) | $ (1,396) | $ (1,158) | $ (117,406) | $ (2,554) | $ (160,055) | $ (3,450) | $ (236,825) | $ (6,213) | $ (1,859) | |
Net loss per share, basic and diluted | $ (0.55) | $ (1.29) | $ (0.54) | $ (0.09) | $ (0.11) | $ (0.19) | $ (0.40) | $ (1.85) | $ (2.34) | $ (3.31) | $ (0.75) | $ (2.33) | |||
Shares used in calculating net loss per share - basic and diluted | 77,837,586 | 65,789,041 | 63,450,609 | 68,316,004 | |||||||||||
Restatement | |||||||||||||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Research and development | $ 707 | $ 329 | $ 329 | $ 1,036 | |||||||||||
Selling, general and administrative | 2,965 | 45,943 | 45,943 | 48,908 | |||||||||||
Total operating expenses | 3,672 | 46,272 | 46,272 | 49,944 | |||||||||||
Loss from operations | (3,672) | (46,272) | (46,272) | (49,944) | |||||||||||
Loss before income taxes | (3,672) | (46,272) | (46,272) | (49,944) | |||||||||||
Net loss | $ (3,672) | $ (46,272) | $ (46,272) | $ (49,944) | |||||||||||
Net loss per share, basic and diluted | $ (0.05) | $ (0.70) | $ (0.73) | $ (0.73) | |||||||||||
Shares used in calculating net loss per share - basic and diluted | 77,837,586 | 65,789,041 | 63,450,609 | 68,316,004 | |||||||||||
As Restated | |||||||||||||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Research and development | $ 4,657 | $ 2,074 | $ 2,677 | $ 7,364 | |||||||||||
Selling, general and administrative | 41,819 | 128,372 | 159,966 | 201,755 | |||||||||||
Total operating expenses | 46,476 | 130,446 | 162,643 | 209,119 | |||||||||||
Loss from operations | (46,466) | (130,355) | (162,432) | (208,897) | |||||||||||
Loss before income taxes | (46,321) | (130,853) | (163,677) | (209,998) | |||||||||||
Net loss | $ (46,321) | $ (130,853) | $ (163,678) | $ (209,999) | |||||||||||
Net loss per share, basic and diluted | $ (0.60) | $ (1.99) | $ (2.58) | $ (3.07) | |||||||||||
Shares used in calculating net loss per share - basic and diluted | 77,837,586 | 65,789,041 | 63,450,609 | 68,316,004 |
Summary of Significant Accoun45
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Line Items] | ||
Cash and cash equivalents original maturities | 3 months | |
Maximum original maturity period of short-term marketable securities | 12 months | |
Minimum original maturity period of long-term marketable securities | 12 months | |
Other than temporary impairments for marketable securities | $ 0 | |
Marketable securities, investments | $ 0 | |
Impairment of long-lived assets | 0 | 0 |
Fair value inputs, transfers into or out of Level 1, 2 or 3 categories | 0 | 0 |
Accrued interest or penalties associated with uncertain tax positions | $ 0 | $ 0 |
Minimum | ||
Accounting Policies [Line Items] | ||
Marketable securities original maturities | 3 months | |
Estimated useful lives of intangible assets | 4 years | |
Minimum | California | ||
Accounting Policies [Line Items] | ||
Tax year open for examination | 2,011 | |
Minimum | Federal | ||
Accounting Policies [Line Items] | ||
Tax year open for examination | 2,012 | |
Maximum | ||
Accounting Policies [Line Items] | ||
Estimated useful lives of intangible assets | 15 years | |
Maximum | California | ||
Accounting Policies [Line Items] | ||
Tax year open for examination | 2,015 | |
Maximum | Federal | ||
Accounting Policies [Line Items] | ||
Tax year open for examination | 2,015 |
Summary of Significant Accoun46
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2015 | |
Software | |
Property Plant And Equipment [Line Items] | |
Property and equipment estimated useful lives | 3 years |
Equipment | |
Property Plant And Equipment [Line Items] | |
Property and equipment estimated useful lives | 5 years |
Furniture And Fixtures | |
Property Plant And Equipment [Line Items] | |
Property and equipment estimated useful lives | 5 years |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Property and equipment estimated useful lives, term | The lesser of the lease term or the life of the asset |
Summary of Significant Accoun47
Summary of Significant Accounting Policies - Securities Excluded from the Computation of Potentially Dilutive Securities (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 27,727,147 | 6,989,347 | 9,754,461 |
Series B Convertible Preferred Stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 3,224,141 | ||
Class B Common Shares Not Exercised | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 5,851,152 | ||
Employee Stock Option | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 8,777,893 | 5,138,410 | 1,727 |
Outstanding Restricted Stock Units | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 1,129,638 | ||
Outstanding Warrants | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 17,819,616 | 1,850,937 | 677,441 |
Summary of Significant Accoun48
Summary of Significant Accounting Policies - Schedule of Revenue from Different Geographic Regions (Detail) - USD ($) $ 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 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $ 15 | $ 10 | $ 91 | $ 120 | $ 98 | $ 133 | $ 124 | $ 286 | $ 236 | $ 641 | $ 600 |
United States | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 191 | 371 | 380 | ||||||||
Europe | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 21 | 220 | 95 | ||||||||
Other non-U.S. | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $ 24 | $ 50 | $ 125 |
Investment in Inex Bio, Inc - A
Investment in Inex Bio, Inc - Additional Information (Detail) - USD ($) | Mar. 30, 2015 | Apr. 30, 2015 | May. 31, 2012 | Apr. 30, 2012 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Asset Purchase [Line Items] | |||||||
Number of shares acquired during period | 57,000 | ||||||
Stock issued during period, value, acquisitions | $ 200,000 | ||||||
Outstanding shares acquired, percentage | 22.20% | ||||||
Percentage of fully diluted shares acquired | 17.40% | ||||||
Proceeds from exercise of warrants | $ 7,348,000 | ||||||
Stock-based compensation expense | $ 211,221,000 | $ 789,000 | $ 884,000 | ||||
Common Class A | |||||||
Asset Purchase [Line Items] | |||||||
Stock price of warrants | $ 2.44 | ||||||
Inex Bio Holdings | |||||||
Asset Purchase [Line Items] | |||||||
Payments to acquire business | $ 6,518,000 | ||||||
Stock price of warrants | $ 10.72 | ||||||
Term of warrants after closing date of the purchase agreement | 15 days | ||||||
Expected volatility rate | 80.00% | ||||||
Issuance of warrants in Inex Bio acquisition | 22,747,000 | ||||||
Stock-based compensation expense | 22,700,000 | ||||||
Cash based compensation | $ 5,400,000 | ||||||
Inex Bio Holdings | Common Class A | |||||||
Asset Purchase [Line Items] | |||||||
Warrants issued to acquire shares | 2,609,520 | ||||||
Common stock exercise price | $ 2 | ||||||
Proceeds from exercise of warrants | $ 5,200,000 | ||||||
Other Owner Of Inex Bio Inc | |||||||
Asset Purchase [Line Items] | |||||||
Payments to acquire business | $ 1,482,000 | ||||||
Stock price of warrants | $ 10.72 | ||||||
Term of warrants after closing date of the purchase agreement | 15 days | ||||||
Expected volatility rate | 80.00% | ||||||
Issuance of warrants in Inex Bio acquisition | $ 5,170,000 | ||||||
Other Owner Of Inex Bio Inc | Common Class A | |||||||
Asset Purchase [Line Items] | |||||||
Warrants issued to acquire shares | 593,072 | ||||||
Common stock exercise price | $ 2 | ||||||
Proceeds from exercise of warrants | $ 1,200,000 | ||||||
Inex Bio | |||||||
Asset Purchase [Line Items] | |||||||
Reacquired rights period | 4 years | ||||||
Cambridge Equities, L.P | Inex Bio Holdings | |||||||
Asset Purchase [Line Items] | |||||||
Ownership percentage of third party business | 50.00% | ||||||
Eragon Ventures, LLC | |||||||
Asset Purchase [Line Items] | |||||||
Number of shares acquired during period | 220,000 | ||||||
Ownership percentage of third party business | 50.00% | ||||||
Percentage shares acquired | 67.30% | ||||||
Payments to acquire business | $ 1,100,000 | ||||||
Inex license agreement | |||||||
Asset Purchase [Line Items] | |||||||
Milestone payment amount | $ 0 | $ 0 | $ 0 | ||||
Percentage of royalty on net sales | 5.00% | ||||||
Up front fee | Inex license agreement | |||||||
Asset Purchase [Line Items] | |||||||
License fees received | $ 300,000 | ||||||
Maximum | Inex license agreement | |||||||
Asset Purchase [Line Items] | |||||||
Milestone payment amount | $ 800,000 |
Investment in Inex Bio, Inc - S
Investment in Inex Bio, Inc - Summary of Purchase Price Paid to Inex Bio (Detail) - Other Owner Of Inex Bio Inc $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Asset Purchase [Line Items] | |
Cash paid by InexBio Holdings, LLC | $ 1,100 |
Cash paid by Company | 1,482 |
Fair value of warrants | 5,170 |
Aggregate purchase price | $ 7,752 |
Investment in Inex Bio, Inc -51
Investment in Inex Bio, Inc - Summary of Assets and Liabilities Assumed (Detail) - Other Owner Of Inex Bio Inc $ in Thousands | Dec. 31, 2015USD ($) |
Asset Purchase [Line Items] | |
Cash | $ 763 |
Intangible assets - reacquired rights of Company technology | 8,636 |
Other assets | 42 |
Investment in Inex Bio | (221) |
Deferred tax liability | (1,467) |
Accounts payable | (1) |
Total assets acquired and liabilities assumed | $ 7,752 |
Investment in Inex Bio, Inc -52
Investment in Inex Bio, Inc - Summary of Assets and Liabilities Assumed (Parenthetical) (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Asset Purchase [Line Items] | |
Intangible asset related to deferred tax liability | $ 1,165 |
Technology License | |
Asset Purchase [Line Items] | |
Intangible asset related to deferred tax liability | $ 1,500 |
Investment in Inex Bio, Inc -53
Investment in Inex Bio, Inc - Summary of Net Consideration Paid to Holdings (Detail) - Inex Bio Holdings $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Asset Purchase [Line Items] | |
Cash | $ 6,518 |
Fair value of warrants | 22,747 |
Less cash paid to acquire shares in Inex Bio | (1,100) |
Aggregate purchase price | $ 28,165 |
Financial Statement Details - R
Financial Statement Details - Receivables, Net, Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Financial Statement Details [Abstract] | ||
Interest receivable - marketable securities | $ 911 | |
Tax refund receivable | 646 | |
Prepaid services | 631 | $ 115 |
Prepaid insurance | 466 | 9 |
Prepaid legal fees | 350 | |
Due from related parties (See Note 9) | 217 | |
Prepaid license fees | 101 | |
Accounts receivable, net | 145 | |
Total receivables, net, prepaid expenses and other current assets | $ 3,322 | $ 269 |
Financial Statement Details - P
Financial Statement Details - Property and equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 5,690 | $ 257 |
Accumulated Depreciation and Amortization | (167) | (46) |
Property and equipment, net | 5,523 | 211 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 5,136 | |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 241 | 29 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 182 | 182 |
Furniture And Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 125 | 44 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 6 | $ 2 |
Financial Statement Details - A
Financial Statement Details - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Financial Statement Details [Line Items] | |||
Amortization expense | $ 1,344,000 | $ 0 | $ 0 |
Impairment losses on recognized investments | $ 0 | $ 0 | $ 0 |
Technology License | |||
Financial Statement Details [Line Items] | |||
Remaining amortization period | 3 years 3 months | ||
NantWorks | |||
Financial Statement Details [Line Items] | |||
Non cash build to suit lease asset | $ 2,700,000 |
Financial Statement Details - O
Financial Statement Details - Other Long Term Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Financial Statement Details [Abstract] | ||
Equipment not placed in service | $ 624 | |
Software license and implementation costs | 391 | |
Security deposits | 344 | $ 19 |
Investment in Inex Bio (See Note 3) | 249 | |
Deferred financing costs | 141 | |
Other Assets Noncurrent | $ 1,359 | $ 409 |
Financial Statement Details - I
Financial Statement Details - Intangible Assets (Detail) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Finite Lived Intangible Assets [Line Items] | |||
Total intangible assets | $ 8,636,000 | $ 3,000 | |
Less accumulated amortization | (1,344,000) | 0 | $ 0 |
Intangible assets, net | 7,292,000 | 3,000 | |
Technology License | |||
Finite Lived Intangible Assets [Line Items] | |||
Total intangible assets | 8,636,000 | 0 | |
Intangible assets, net | 5,825,000 | ||
Trademarks | |||
Finite Lived Intangible Assets [Line Items] | |||
Total intangible assets | $ 0 | $ 3,000 |
Financial Statement Details -59
Financial Statement Details - Intangible Assets (Parenthetical) (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Finite Lived Intangible Assets [Line Items] | |
Intangible asset related to deferred tax liability | $ 1,165 |
Technology License | |
Finite Lived Intangible Assets [Line Items] | |
Intangible asset related to deferred tax liability | $ 1,500 |
Financial Statement Details - F
Financial Statement Details - Future Estimated Amortization Expense (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, net | $ 7,292 | $ 3 |
Technology License | ||
Finite Lived Intangible Assets [Line Items] | ||
2,016 | 1,792 | |
2,017 | 1,792 | |
2,018 | 1,792 | |
2,019 | 449 | |
2,020 | 0 | |
Thereafter | 0 | |
Intangible assets, net | $ 5,825 |
Financial Statement Details -61
Financial Statement Details - Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Financial Statement Details [Abstract] | ||
Accrued bonuses | $ 1,359 | |
Accrued professional and service fees | 367 | $ 91 |
Accrued compensation | 348 | 191 |
Accrued franchise and property taxes | 225 | |
Accrued construction costs | 132 | |
Other | 144 | 29 |
Accrued Liabilities Current | $ 2,575 | $ 311 |
Financial Statement Details -62
Financial Statement Details - Investment Income, Net (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Financial Statement Details [Abstract] | |||
Interest income | $ 312 | $ 20 | $ 2 |
Investment amortization accretion income (expense), net | (38) | ||
Dividend income | 213 | ||
Net realized gains on investments | 2,501 | ||
Investment income, net | $ 2,988 | $ 20 | $ 2 |
Cash Equivalents and Marketab63
Cash Equivalents and Marketable Securities - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2015USD ($)Security | Dec. 31, 2014USD ($) | |
Schedule Of Available For Sale Securities [Line Items] | ||
Available for sale securities maturity period | 3 years 6 months | |
Investments in securities | $ 191,484,000 | $ 0 |
Recognized gain from sale of investments | $ 2,500,000 | |
Maximum | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale securities, period of unrealized loss positions | 12 months | |
Corporate Debt Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cash equivalent portions included in current fair values | $ 13,000,000 | |
Securities and Bonds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Number of available-for-sale securities in unrealized loss positions | Security | 48 | |
Commercial Paper | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cash equivalent portions included in current fair values | $ 5,000,000 |
Cash Equivalents and Marketab64
Cash Equivalents and Marketable Securities - Schedule of Cash Equivalents and Marketable Securities Available-for-Sale (Detail) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost, Current | $ 136,450,000 | |
Unrealized Gains, Current | 15,000 | |
Unrealized Losses, Current | (116,000) | |
Fair Value, Current | 136,349,000 | |
Amortized Cost, Non-current | 55,226,000 | |
Unrealized Gains, Non-current | 1,000 | |
Unrealized Losses, Non-current | (92,000) | |
Fair Value, Non-current | 55,135,000 | |
Amortized Cost, Total | 191,676,000 | |
Unrealized Gains, Total | 16,000 | |
Unrealized Losses, Total | (208,000) | |
Fair Value, Total | 191,484,000 | $ 0 |
Commercial Paper | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost, Current | 29,899,000 | |
Unrealized Gains, Current | 13,000 | |
Fair Value, Current | 29,912,000 | |
Corporate Debt Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost, Current | 99,600,000 | |
Unrealized Gains, Current | 2,000 | |
Unrealized Losses, Current | (109,000) | |
Fair Value, Current | 99,493,000 | |
Amortized Cost, Non-current | 51,215,000 | |
Unrealized Gains, Non-current | 1,000 | |
Unrealized Losses, Non-current | (85,000) | |
Fair Value, Non-current | 51,131,000 | |
Foreign Government Bonds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost, Current | 6,951,000 | |
Unrealized Losses, Current | (7,000) | |
Fair Value, Current | 6,944,000 | |
Amortized Cost, Non-current | 4,011,000 | |
Unrealized Losses, Non-current | (7,000) | |
Fair Value, Non-current | $ 4,004,000 |
Cash Equivalents and Marketab65
Cash Equivalents and Marketable Securities - Available-for-Sale Investments in Unrealized Loss Position (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Schedule Of Available For Sale Securities [Line Items] | |
Available for Sale Investments, Estimated Fair Value | $ 152,267 |
Available for Sale Investments, Gross Unrealized Losses | (208) |
Corporate Debt Securities | |
Schedule Of Available For Sale Securities [Line Items] | |
Available for Sale Investments, Estimated Fair Value | 141,320 |
Available for Sale Investments, Gross Unrealized Losses | (194) |
Foreign Government Bonds | |
Schedule Of Available For Sale Securities [Line Items] | |
Available for Sale Investments, Estimated Fair Value | 10,947 |
Available for Sale Investments, Gross Unrealized Losses | $ (14) |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | $ 191,484 | |
Liabilities measured at fair value | $ 177 | |
Current Assets | Foreign Government Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 6,943 | |
Current Assets | Cash and cash equivalents | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 18,039 | |
Current Assets | Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 24,917 | |
Current Assets | Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 86,450 | |
Noncurrent Assets | Foreign Government Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 4,004 | |
Noncurrent Assets | Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 51,131 | |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 191,484 | |
Level 2 | Current Assets | Foreign Government Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 6,943 | |
Level 2 | Current Assets | Cash and cash equivalents | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 18,039 | |
Level 2 | Current Assets | Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 24,917 | |
Level 2 | Current Assets | Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 86,450 | |
Level 2 | Noncurrent Assets | Foreign Government Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 4,004 | |
Level 2 | Noncurrent Assets | Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | $ 51,131 | |
Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value | 177 | |
Warrant derivative liability | Current Liabilities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value | 177 | |
Warrant derivative liability | Level 3 | Current Liabilities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value | $ 177 |
Fair Value Measurements - Sum67
Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Parenthetical) (Detail) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value Disclosures [Abstract] | ||
Cash in depository institutions | $ 157.9 | $ 59.1 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assumptions Used For Valuing The Warrants (Detail) | Apr. 30, 2015 | Dec. 31, 2014 |
Fair Value Disclosures [Abstract] | ||
Expected dividend yield | 0.00% | 0.00% |
Expected volatility | 80.00% | 79.50% |
Risk-free interest rate | 1.43% | 1.67% |
Marketability discount | 10.00% | 10.00% |
Fair Value Measurements - Sch69
Fair Value Measurements - Schedule of Warrant Liability Measured At Fair Value Using Significant Unobservable Input (Level 3) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value Disclosures [Abstract] | |||
Derivative Liabilities, Beginning Balance | $ 177 | ||
Change in value of warrant liability | 1,366 | $ 158 | $ (684) |
Warrant exercised | $ (1,543) | ||
Derivative Liabilities, Ending Balance | $ 177 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2015 | Apr. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2010 | |
Debt Instrument [Line Items] | ||||||||
Payments on notes payable | $ 130,000 | $ 132,000 | $ 53,000 | $ 1,000 | ||||
Founder License Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Payments on notes payable | $ 23,000 | |||||||
2013 Converted Creditors | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable and accounts payable, total | $ 1,000,000 | |||||||
2014 Other Creditor One | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | 50,000 | |||||||
Debt instrument, increase, accrued interest | $ 50,000 | |||||||
2014 Other Creditor Two | ||||||||
Debt Instrument [Line Items] | ||||||||
Promissory note agreed to convert | 114,369 | |||||||
Other creditors outstanding principal | $ 100,000 | |||||||
2014 Other Creditors Three | ||||||||
Debt Instrument [Line Items] | ||||||||
Other creditors outstanding principal | 29,000 | |||||||
Accrued interest were repaid by cash | 13,000 | |||||||
Outstanding Warrants | ||||||||
Debt Instrument [Line Items] | ||||||||
Outstanding warrants | 17,819,616 | 1,850,937 | ||||||
2013 Promissory Note | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible notes payable current | $ 1,000,000 | |||||||
Percentage of accrued interest | 5.00% | |||||||
Short term debt maturity date | Jun. 20, 2014 | |||||||
Proceeds from security purchase agreement | $ 400,000 | |||||||
Debt discount | $ 600,000 | |||||||
Accrued interest paid | 39,000 | |||||||
2009 Convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible notes payable current | 400,000 | $ 400,000 | ||||||
Percentage of accrued interest | 24.00% | 24.00% | 15.00% | |||||
Short term debt maturity date | Sep. 30, 2010 | |||||||
Accrued interest outstanding | $ 400,000 | |||||||
Outstanding convertible note payable | $ 0 | |||||||
Warrant exercisable as a percentage of shares issued | 300.00% | |||||||
2009 Convertible Notes | CA Warrant | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrant percentage | 20.00% | |||||||
Stock price of warrants | $ 2.44 | |||||||
Warrant expiration date | Sep. 30, 2019 | |||||||
2009 Convertible Notes | PA Warrant | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrant percentage | 9.00% | |||||||
2009 Convertible Notes | 2014 Other Creditors Total | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt and capital lease obligations | $ 200,000 | |||||||
Payment deferral period | 3 years | |||||||
2009 Convertible Notes | 2014 Other Creditors Four | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 20,000 | |||||||
Debt instrument, increase, accrued interest | 29,000 | |||||||
2009 Warrants | ||||||||
Debt Instrument [Line Items] | ||||||||
Outstanding warrants | 0 | |||||||
2007 Settlement Agreement Note | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable | $ 300,000 | |||||||
2007 Settlement Agreement Note | 2015 Supplemental Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable | 0 | |||||||
Difference amount of notes payable and amount paid to retire | $ 130,000 | |||||||
Series B Preferred Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from issuance of preferred stock | $ 600,000 | |||||||
Common Class A | ||||||||
Debt Instrument [Line Items] | ||||||||
Stock price of warrants | $ 2.44 | |||||||
Common Class A | 2007 Settlement Agreement Note with 2015 Supplemental Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Common stock exercise of warrants purchase of share | 32,675 | |||||||
Common stock exercise of warrants purchase price per share | $ 2.44 | |||||||
Common Class A | Twenty Fourteen Securities Purchase Agreement C A And P A Warrants | ||||||||
Debt Instrument [Line Items] | ||||||||
Diluted stock outstanding, percentage | 10.00% | |||||||
Warrant exchanged | 3,052,608 | |||||||
Common Class A | 2013 Converted Creditors | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion price of common stock | $ 2.44 | |||||||
Common Class A | 2014 Other Creditor One | ||||||||
Debt Instrument [Line Items] | ||||||||
Promissory note agreed to convert | 230,859 | |||||||
Common Class A | 2009 Convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Minimum financing needed to convert other Creditors total shares | $ 1,200,000 | |||||||
Common Class A | 2009 Convertible Notes | 2014 Other Creditors Four | ||||||||
Debt Instrument [Line Items] | ||||||||
Promissory note agreed to convert | 20,205 | |||||||
Conversion price of common stock | $ 2.44 | |||||||
Common Class A | Side Agreement Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible notes payable current | $ 200,000 | |||||||
2013 Securities Purchase Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from issuance of preferred stock | $ 1,000,000 | |||||||
2013 Securities Purchase Agreement | 2009 Convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Outstanding principal and accrued interest | $ 3,000,000 | |||||||
2013 Securities Purchase Agreement | Series B Preferred Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Preferred stock shares issued | 1,851 | |||||||
Preferred stock per share price | $ 0.05 | |||||||
2013 Securities Purchase Agreement | Common Class A | 2013 Converted Creditors | ||||||||
Debt Instrument [Line Items] | ||||||||
Promissory note agreed to convert | 389,437 | |||||||
2014 Securities Purchase Agreement | Series C Preferred Stock | 2013 Promissory Note | ||||||||
Debt Instrument [Line Items] | ||||||||
Promissory note agreed to convert | 771,458 | |||||||
Stock price of warrants | $ 1.62 | |||||||
2014 Securities Purchase Agreement | Common Class A | ||||||||
Debt Instrument [Line Items] | ||||||||
Common stock issued for placement agent commission | 34,715 | |||||||
2014 Securities Purchase Agreement | Common Class A | 2013 Promissory Note | Outstanding Warrants | ||||||||
Debt Instrument [Line Items] | ||||||||
Promissory note agreed to convert | 192,865 | |||||||
2014 Securities Purchase Agreement | Common Class A | 2009 Convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Promissory note agreed to convert | 985,229 | |||||||
2014 Securities Purchase Agreement | Common Class A | Side Agreement Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Promissory note agreed to convert | 192,341 |
Commitment and Contingencies -
Commitment and Contingencies - Additional Information (Detail) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($)$ / sharesshares | Mar. 31, 2014USD ($)shares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($) | Dec. 31, 2009USD ($) | Nov. 30, 2015ft² | Jul. 31, 2015ft² | Jun. 30, 2015ft² | May. 31, 2015ft² |
Commitments [Line Items] | |||||||||||
Rent expense | $ 1,500,000 | $ 200,000 | $ 100,000 | ||||||||
Research and development | $ 11,434,000 | 1,595,000 | 446,000 | ||||||||
Proceeds from issuance of common stock gross of issuance costs | $ 3,000,000 | ||||||||||
Exchange of warrants for options, Exercise term | 10 years | ||||||||||
Exchange of warrants for options, Exercisable | shares | 37,030 | ||||||||||
Percentage of equity owned by partners | 7.00% | ||||||||||
Fox Chase Cancer Center License Agreement | |||||||||||
Commitments [Line Items] | |||||||||||
Expense earned or paid | $ 52,000 | 200,000 | 100,000 | ||||||||
Rush University Medical Center License Agreement | |||||||||||
Commitments [Line Items] | |||||||||||
Expense earned or paid | 25,000 | $ 50,000 | 25,000 | ||||||||
Period of license agreement | 12 years | ||||||||||
Minimum annual royalty payment | $ 25,000 | ||||||||||
Payments in license agreement | 2,500,000 | ||||||||||
Milestone payments | 0 | $ 0 | $ 0 | ||||||||
Founder License Agreement | |||||||||||
Commitments [Line Items] | |||||||||||
Expense earned or paid | $ 0 | ||||||||||
GSH-BSD | |||||||||||
Commitments [Line Items] | |||||||||||
License agreement termination notice period | 60 days | ||||||||||
Base rent | $ 1,100,000 | ||||||||||
2013 Securities Purchase Agreement | Founder License Agreement | |||||||||||
Commitments [Line Items] | |||||||||||
Consideration for the sale of the licensed patents | $ 75,000 | ||||||||||
Minimum financing amount required to issue more stock | $ 1,000,000 | $ 1,000,000 | |||||||||
Ownership interest of the total outstanding common shares | 7.00% | ||||||||||
Common Class A | |||||||||||
Commitments [Line Items] | |||||||||||
Issuance of common stock, Shares | shares | 30,809,800 | ||||||||||
Exchanged warrants, in share | shares | 123,433 | 123,433 | |||||||||
Stock price of warrants | $ / shares | $ 2.44 | $ 2.44 | |||||||||
Warrants exchange to purchase common stock | shares | 156,109 | ||||||||||
Purchase of fully-vested incentive stock option | shares | 740,600 | ||||||||||
Common Class A | Private Placement Two | |||||||||||
Commitments [Line Items] | |||||||||||
Issuance of common stock, Shares | shares | 26,252,262 | ||||||||||
Proceeds from issuance of common stock gross of issuance costs | $ 49,500,000 | ||||||||||
Minimum | Rush University Medical Center License Agreement | |||||||||||
Commitments [Line Items] | |||||||||||
Sales Company meets licensing milestone | $ 300,000 | ||||||||||
Sorrento | |||||||||||
Commitments [Line Items] | |||||||||||
Payment received from collaboration agreement | $ 0 | ||||||||||
Sorrento | Common Class A | Private Placement One | |||||||||||
Commitments [Line Items] | |||||||||||
Issuance of common stock, Shares | shares | 4,557,537 | ||||||||||
Proceeds from issuance of common stock gross of issuance costs | $ 8,000,000 | ||||||||||
Sorrento | Common Class A | Private Placement Two | |||||||||||
Commitments [Line Items] | |||||||||||
Issuance of common stock, Shares | shares | 1,060,789 | ||||||||||
Proceeds from issuance of common stock gross of issuance costs | $ 2,000,000 | ||||||||||
Sorrento | Maximum | |||||||||||
Commitments [Line Items] | |||||||||||
Reimbursements for Research and development Projects | $ 2,000,000 | ||||||||||
Sorrento | Maximum | Scenario Forecast | |||||||||||
Commitments [Line Items] | |||||||||||
Reimbursements for Research and development Projects | $ 2,000,000 | ||||||||||
Cary, North Carolina | |||||||||||
Commitments [Line Items] | |||||||||||
Number of square foot of facility leased. | ft² | 3,067 | ||||||||||
Base rent - monthly | $ 6,000 | ||||||||||
Percentage of annual increase of base rent | 3.00% | ||||||||||
Annual percentage increases to base rent commencement date | Jul. 1, 2015 | ||||||||||
Period of agreement | The term of the lease is 26 months commencing on July 1, 2015. The base rent is $6,000 per month with 3% annual increases on each anniversary date. | ||||||||||
Term of lease arrangement | 26 months | ||||||||||
NantWorks | |||||||||||
Commitments [Line Items] | |||||||||||
Number of square foot of facility leased. | ft² | 9,500 | 9,500 | |||||||||
Base rent - monthly | $ 47,000 | ||||||||||
Percentage of annual increase of base rent | 3.00% | ||||||||||
Annual percentage increases to base rent commencement date | Jan. 31, 2017 | ||||||||||
Period of agreement | The license was effective in May 2015 and extends through December 2020. The Company has the option to extend the license through December 2023. The monthly license fee is $47,000 with annual increases of 3% beginning in January 2017. | ||||||||||
Research and development | $ 200,000 | ||||||||||
Costs incurred | 2,000,000 | ||||||||||
Non cash build to suit lease asset | $ 2,700,000 | $ 2,700,000 | |||||||||
Property and equipment estimated useful lives | 39 years | ||||||||||
Commitment Cardiff By Sea | |||||||||||
Commitments [Line Items] | |||||||||||
Lease Expiration Date | Aug. 31, 2016 | ||||||||||
Commitment; San Diego | |||||||||||
Commitments [Line Items] | |||||||||||
Number of square foot of facility leased. | ft² | 44,681 | ||||||||||
Base lease term | 7 years | ||||||||||
Base rent - monthly | $ 200,000 | ||||||||||
Percentage of annual increase of base rent | 3.00% | ||||||||||
Sub Lease Agreements | |||||||||||
Commitments [Line Items] | |||||||||||
Rent expense | $ 0 | ||||||||||
Sublease inception date | Aug. 1, 2015 |
Commitment and Contingencies 72
Commitment and Contingencies - Summary of Significant Contractual Obligations (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Operating lease obligations, Total | $ 19,115 |
Operating lease obligations, Less than 1 Year | 1,094 |
Operating lease obligations, 1-3 Years | 5,638 |
Operating lease obligations, 3-5 Years | 5,928 |
Operating lease obligations, More than 5 Years | 6,455 |
License agreement obligations, Total | 1,311 |
License agreement obligations, 1-3 Years | 437 |
License agreement obligations, 3-5 Years | 874 |
Contractual Obligations, Total | 20,426 |
Contractual Obligations, Less than 1 Year | 1,094 |
Contractual Obligations, 1-3 Years | 6,075 |
Contractual Obligations, 3-5 Years | 6,802 |
Contractual Obligations, More than 5 Years | $ 6,455 |
Related Party Agreements - Addi
Related Party Agreements - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||
Sep. 30, 2015USD ($) | Jun. 30, 2015 | Dec. 31, 2013USD ($)shares | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($)shares | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($)shares | Nov. 30, 2015ft² | Jul. 31, 2015shares | May. 31, 2015ft² | |
Related Party Transaction [Line Items] | |||||||||||||||||
Research and development | $ 11,434,000 | $ 1,595,000 | $ 446,000 | ||||||||||||||
Due to related parties | $ 1,352,000 | 1,352,000 | |||||||||||||||
Selling, general and administrative | 25,838,000 | $ 31,618,000 | $ 1,826,000 | $ 724,000 | $ 1,079,000 | $ 992,000 | $ 227,678,000 | 4,621,000 | 2,423,000 | ||||||||
Agreement Effective Date | Aug. 1, 2015 | ||||||||||||||||
Stock-based compensation expense | $ 211,221,000 | 789,000 | 884,000 | ||||||||||||||
Outstanding debt principal and interest offset converted into shares | 1,000,000 | ||||||||||||||||
Stock issued to offset the loan | shares | 9,531,200 | ||||||||||||||||
Officer | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Proceed from secured note | 1,200,000 | 200,000 | |||||||||||||||
Outstanding debt principal and interest offset converted into shares | $ 23,000 | $ 100,000 | |||||||||||||||
Common Class B | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Stock issued to offset the loan | shares | 1,681,099 | 5,851,152 | 5,851,152 | 1,681,099 | |||||||||||||
Common Class B | Officer | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Restricted stock purchase agreements | shares | 7,532,251 | ||||||||||||||||
Secured promissory notes | $ 1,500,000 | $ 1,500,000 | |||||||||||||||
Percentage of accrued interest | 1.64% | 1.64% | |||||||||||||||
Percentage of accrued interest | 2022-12 | ||||||||||||||||
Stock-based compensation expense | $ 900,000 | ||||||||||||||||
As Adjusted | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Selling, general and administrative | $ (9,000) | $ 40,000 | 227,678,000 | $ 4,621,000 | $ 2,423,000 | ||||||||||||
NantOmics | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Initial term of agreement entered into with the related party by the entity | 5 years | ||||||||||||||||
Related party, agreement renewal term | 1 year | ||||||||||||||||
Number of days due for payment | 30 days | ||||||||||||||||
Research and development | 50,000 | ||||||||||||||||
Due to related parties | 30,000 | $ 30,000 | |||||||||||||||
NanoCav | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Initial term of agreement entered into with the related party by the entity | 5 years | ||||||||||||||||
Related party, agreement renewal term | 1 year | ||||||||||||||||
Number of days due for payment | 30 days | ||||||||||||||||
Research and development | $ 45,000 | ||||||||||||||||
Due to related parties | 0 | $ 0 | |||||||||||||||
NantCell | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Initial term of agreement entered into with the related party by the entity | 5 years | ||||||||||||||||
Related party, agreement renewal term | 1 year | ||||||||||||||||
Number of days due for payment | 30 days | ||||||||||||||||
Due to related parties | 0 | $ 0 | |||||||||||||||
Non refundable upfront payment | $ 500,000 | ||||||||||||||||
NantWorks | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Research and development | 200,000 | ||||||||||||||||
Due to related parties | 1,300,000 | 1,300,000 | |||||||||||||||
Number of square foot of facility leased. | ft² | 9,500 | 9,500 | |||||||||||||||
Base rent - monthly | $ 47,000 | ||||||||||||||||
Percentage of annual increase of base rent | 3.00% | ||||||||||||||||
Annual percentage increases to base rent commencement date | Jan. 31, 2017 | ||||||||||||||||
Period of agreement | The license was effective in May 2015 and extends through December 2020. The Company has the option to extend the license through December 2023. The monthly license fee is $47,000 with annual increases of 3% beginning in January 2017. | ||||||||||||||||
Extended agreement term | 3 years | ||||||||||||||||
Costs incurred | $ 2,000,000 | ||||||||||||||||
Non cash build to suit lease asset | $ 2,700,000 | $ 2,700,000 | |||||||||||||||
Property and equipment estimated useful lives | 39 years | ||||||||||||||||
NantWorks | Building | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Property and equipment estimated useful lives | 39 years | ||||||||||||||||
NantWorks | Research and Development | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Rent expense | $ 200,000 | ||||||||||||||||
NantWorks | Shared Services Agreement | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Research and development | 300,000 | ||||||||||||||||
NantWorks | As Adjusted | Shared Services Agreement | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Selling, general and administrative | $ 1,000,000 |
Related Party Agreements - Sche
Related Party Agreements - Schedule of Compensation Expense To Determine The Fair Value Using Black-Scholes Option-Pricing Model (Detail) - Officers | 12 Months Ended |
Dec. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected term | 3 years |
Risk-free interest rate | 0.78% |
Expected volatility rate | 92.00% |
Dividend yield | 0.00% |
Out-Licensing Agreement - Addit
Out-Licensing Agreement - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Feb. 28, 2010 | 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 | |
Licensing Agreement [Line Items] | ||||||||||||
Revenue | $ 15,000 | $ 10,000 | $ 91,000 | $ 120,000 | $ 98,000 | $ 133,000 | $ 124,000 | $ 286,000 | $ 236,000 | $ 641,000 | $ 600,000 | |
Intrexon Corporation | ||||||||||||
Licensing Agreement [Line Items] | ||||||||||||
License agreement term (years) | 17 years | |||||||||||
Agreement one time fee | $ 400,000 | |||||||||||
Milestone payment amount | 0 | 0 | 0 | |||||||||
Revenue | $ 20,000 | $ 20,000 | $ 20,000 | |||||||||
Intrexon Corporation | First IND Filing | ||||||||||||
Licensing Agreement [Line Items] | ||||||||||||
Milestone payment amount | 50,000 | |||||||||||
Intrexon Corporation | First Phase II Clinical Trial | ||||||||||||
Licensing Agreement [Line Items] | ||||||||||||
Milestone payment amount | 100,000 | |||||||||||
Intrexon Corporation | First Phase III Clinical Trial | ||||||||||||
Licensing Agreement [Line Items] | ||||||||||||
Milestone payment amount | 400,000 | |||||||||||
Intrexon Corporation | Commercial Sale Related to Licensed Products | ||||||||||||
Licensing Agreement [Line Items] | ||||||||||||
Milestone payment amount | $ 500,000 |
Spin-out of Brink Biologics a76
Spin-out of Brink Biologics and Coneksis - Additional Information (Detail) - USD ($) | 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 | |
Discontinued Operations [Line Items] | |||||||||||
Revenue | $ 15,000 | $ 10,000 | $ 91,000 | $ 120,000 | $ 98,000 | $ 133,000 | $ 124,000 | $ 286,000 | $ 236,000 | $ 641,000 | $ 600,000 |
Selling, general and administrative expense | 25,838,000 | $ 31,618,000 | $ 1,826,000 | $ 724,000 | $ 1,079,000 | $ 992,000 | 227,678,000 | 4,621,000 | 2,423,000 | ||
Amount owed to the company | 217,000 | 217,000 | |||||||||
As Adjusted | |||||||||||
Discontinued Operations [Line Items] | |||||||||||
Selling, general and administrative expense | $ (9,000) | $ 40,000 | 227,678,000 | $ 4,621,000 | $ 2,423,000 | ||||||
Brink Biologics Inc | Spinout | |||||||||||
Discontinued Operations [Line Items] | |||||||||||
Royalty revenue | $ 11,000 | ||||||||||
Number of days due for payment | 30 days | ||||||||||
Invoiced for services | $ 22,000 | ||||||||||
Revenue | 26,000 | ||||||||||
Amount owed to the company | 100,000 | 100,000 | |||||||||
Brink Biologics Inc | As Adjusted | Spinout | |||||||||||
Discontinued Operations [Line Items] | |||||||||||
Selling, general and administrative expense | $ 227,700,000 | ||||||||||
Coneksis | |||||||||||
Discontinued Operations [Line Items] | |||||||||||
Number of days due for payment | 30 days | ||||||||||
Invoiced for services | $ 6,000 | ||||||||||
Amount owed to the company | $ 6,000 | $ 6,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) | Jul. 10, 2015 | Jul. 08, 2015USD ($)shares | Jun. 18, 2015USD ($)$ / sharesshares | Nov. 30, 2015USD ($) | Jul. 31, 2015USD ($)shares | Jun. 30, 2015USD ($)shares | Apr. 30, 2015USD ($)$ / sharesshares | Mar. 31, 2015$ / sharesshares | Apr. 30, 2014USD ($)$ / sharesshares | Mar. 31, 2014USD ($)shares | Dec. 31, 2013shares | Jun. 30, 2013USD ($)shares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)Director$ / sharesshares | Dec. 31, 2013shares | Mar. 24, 2015$ / shares | Dec. 31, 2010USD ($)$ / shares |
Class Of Stock [Line Items] | |||||||||||||||||
Repurchase of common stock, value | $ | $ 4,798,000 | ||||||||||||||||
Repurchase of common stock, shares | 0 | ||||||||||||||||
Forward stock split of its outstanding common stock | 1.8515 | ||||||||||||||||
Common stock, shares authorized | 100,000,000 | ||||||||||||||||
Proceeds from issuance of common stock net of issuance costs | $ | $ 7,000,000 | $ 71,000,000 | |||||||||||||||
Common stock, shares issued | 9,531,200 | ||||||||||||||||
Proceeds from sale of common stock | $ | $ 221,500,000 | ||||||||||||||||
Underwriting discounts, commissions and offering expenses | $ | $ 16,800,000 | ||||||||||||||||
Proceeds from issuance of common stock gross of issuance costs | $ | $ 3,000,000 | ||||||||||||||||
Stock issued to offset the loan | 9,531,200 | ||||||||||||||||
Proceeds from exercise of warrants | $ | $ 7,348,000 | ||||||||||||||||
Derivative liability | $ | $ 177,000 | ||||||||||||||||
Common Stock Warrant | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Derivative liability | $ | $ 1,500,000 | $ 200,000 | $ 400,000 | ||||||||||||||
Inex Bio Inc | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Stock price of warrants | $ / shares | $ 2 | ||||||||||||||||
Warrants issued to purchase common shares | 3,202,592 | ||||||||||||||||
Proceeds from exercise of warrants | $ | $ 6,400,000 | ||||||||||||||||
Officers | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Stock price of warrants | $ / shares | $ 2 | ||||||||||||||||
2013 Promissory Note | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Convertible notes payable current | $ | $ 1,000,000 | ||||||||||||||||
Private Placement | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Issuance of common stock, Shares | 3,698,695 | ||||||||||||||||
Proceeds from issuance of common stock net of issuance costs | $ | $ 17,000,000 | ||||||||||||||||
Issuance costs | $ | $ 28,000 | ||||||||||||||||
Common stock, shares issued | 364,638 | 680,000 | |||||||||||||||
Stock issued to offset the loan | 364,638 | 680,000 | |||||||||||||||
2013 Securities Purchase Agreement | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Proceeds from issuance of preferred stock | $ | $ 1,000,000 | ||||||||||||||||
Common Class A | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Repurchase of common stock, value | $ | $ 4,800,000 | ||||||||||||||||
Repurchase of common stock, shares | 249,952 | 249,952 | |||||||||||||||
Forward stock split of its outstanding common stock | 1 | ||||||||||||||||
Common stock, shares authorized | 0 | 75,470,414 | |||||||||||||||
Issuance of common stock, Shares | 30,809,800 | ||||||||||||||||
Common stock, shares issued | 0 | 61,094,367 | |||||||||||||||
Repurchase of common stock, par value | $ / shares | $ 19.20 | ||||||||||||||||
Issuance of restricted stock, Shares | 129,605 | ||||||||||||||||
Conversion of debt and payables to Class A common stock, Shares | 1,522,799 | 389,437 | |||||||||||||||
Conversion of Class A common stock to common stock, Shares | (65,900,303) | 406,048 | |||||||||||||||
Issuance of stock for placement agent in shares | 3,087,324 | ||||||||||||||||
Stock issued to offset the loan | 0 | 61,094,367 | |||||||||||||||
Stock price of warrants | $ / shares | $ 2.44 | ||||||||||||||||
Conversion of stock for placement agent in shares and exchange of warrant | 193,413 | ||||||||||||||||
Debt instrument, percentage of common stock | 4.00% | ||||||||||||||||
Issuance of placement agent warrant associated with 2014 Securities Purchase Agreement | 199,341 | ||||||||||||||||
Common Class A | Common Stock Warrant | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Stock price of warrants | $ / shares | $ 1.76 | ||||||||||||||||
Warrant exercised and shares issued | 114,822 | ||||||||||||||||
Warrant exercisable price per share | $ / shares | $ 2.44 | ||||||||||||||||
Warrant expiration date | Feb. 29, 2020 | ||||||||||||||||
Period of warrant holder protected against down-round financing after reverse merger | 2 years | ||||||||||||||||
Percentage of shareholders consent | 66.67% | ||||||||||||||||
Common Class A | Private Placement One | Sorrento | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Issuance of common stock, Shares | 4,557,537 | ||||||||||||||||
Common stock issued, par value | $ / shares | $ 1.76 | ||||||||||||||||
Proceeds from issuance of common stock gross of issuance costs | $ | $ 8,000,000 | ||||||||||||||||
Common Class A | Private Placement Two | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Issuance of common stock, Shares | 26,252,262 | ||||||||||||||||
Common stock issued, par value | $ / shares | $ 1.89 | ||||||||||||||||
Proceeds from issuance of common stock gross of issuance costs | $ | $ 49,500,000 | ||||||||||||||||
Number of board of directors | Director | 9 | ||||||||||||||||
Common Class A | Private Placement Two | Sorrento | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Issuance of common stock, Shares | 1,060,789 | ||||||||||||||||
Issuance costs | $ | $ 200,000 | ||||||||||||||||
Proceeds from issuance of common stock gross of issuance costs | $ | 2,000,000 | ||||||||||||||||
Common Class A | 2014 Securities Purchase Agreement | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Commissions | $ | $ 45,000 | ||||||||||||||||
Stock issued for placement agent commission | 3,087,324 | ||||||||||||||||
Common Class A | 2014 Securities Purchase Agreement | Outstanding Warrants | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Issuance of common stock, Shares | 1,245,881 | ||||||||||||||||
Conversion of stock for placement agent in shares and exchange of warrant | 193,413 | ||||||||||||||||
Issuance of placement agent warrant associated with 2014 Securities Purchase Agreement | 199,341 | ||||||||||||||||
Common Class A | 2014 Securities Purchase Agreement | Outstanding Warrants | Founders License Agreement March 2014 Amendment | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Conversion of warrant to purchase common stock | 156,109 | ||||||||||||||||
Common Class A | 2014 Securities Purchase Agreement | Employee Stock Option | Founders License Agreement March 2014 Amendment | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Conversion of options to purchase common stock | 740,600 | ||||||||||||||||
Common Class A | 2014 Securities Purchase Agreement | 2013 Promissory Note | Outstanding Warrants | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Promissory note agreed to convert | 192,865 | ||||||||||||||||
Common Class A | 2013 Securities Purchase Agreement | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Conversion of Class A common stock to common stock, Shares | 406,048 | ||||||||||||||||
Common Class A | 2013 Securities Purchase Agreement | 2013 Converted Creditors | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Promissory note agreed to convert | 389,437 | ||||||||||||||||
Common Stock Class Undefined | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Common stock, shares authorized | 500,000,000 | 80,000,000 | |||||||||||||||
Common stock, shares issued | 81,311,686 | 0 | |||||||||||||||
Stock issued to offset the loan | 81,311,686 | 0 | |||||||||||||||
Common Class B | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Stock approved for conversion to Class A common stock. | 8,295,402 | ||||||||||||||||
Common stock, shares issued | 1,681,099 | 5,851,152 | 1,681,099 | ||||||||||||||
Issuance of stock for placement agent in shares | 763,151 | 763,151 | 763,151 | ||||||||||||||
Stock issued to offset the loan | 1,681,099 | 5,851,152 | 1,681,099 | ||||||||||||||
Debt instrument, percentage of common stock | 2.50% | ||||||||||||||||
Common Class B | Officers | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Restricted stock purchase agreements, shares | 7,532,251 | ||||||||||||||||
Series B Preferred Stock | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Forward stock split of its outstanding common stock | 0.067 | ||||||||||||||||
Stock approved for conversion to Class A common stock. | 9,502,898 | ||||||||||||||||
Common stock, conversion basis | In March 2014, the Company entered into a definitive merger and share exchange agreement pursuant to which the Company redomesticated from the State of Illinois to the State of Delaware and the Illinois Company ceased to exist (the Redomestication). In connection with the Redomestication, the holders of Class A and Class B common stock received one share of Class A and Class B common stock of the Delaware Company, respectively, in exchange for fifteen shares of the Illinois Company. The holders of Series B preferred stock received one share of Series B preferred stock of the Delaware Company in exchange for one share of the Illinois Company. The holders of any options, warrants or other securities are subject to adjustment based on the ratio of 1 for 15. All share numbers and per share prices in the accompanying consolidated financial statements have been adjusted to reflect the 1 for 15 exchange. | ||||||||||||||||
Series B Preferred Stock | 2013 Securities Purchase Agreement | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Preferred stock shares issued | 1,851 | ||||||||||||||||
Series C Preferred Stock | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Stock approved for conversion to Class A common stock. | 5,754,984 | ||||||||||||||||
Series C Preferred Stock | 2014 Securities Purchase Agreement | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Issuance of common stock, Shares | 4,983,526 | ||||||||||||||||
Proceeds from issuance of common stock net of issuance costs | $ | $ 6,500,000 | ||||||||||||||||
Conversion of Promissory Note | 0.25 | ||||||||||||||||
Warrant term | 3 years | ||||||||||||||||
Series C Preferred Stock | 2014 Securities Purchase Agreement | 2013 Promissory Note | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Promissory note agreed to convert | 771,458 | ||||||||||||||||
Stock price of warrants | $ / shares | $ 1.62 | ||||||||||||||||
Series B Common Stock and Series C Preferred Stock | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Forward stock split of its outstanding common stock | 1 | ||||||||||||||||
Series B Preferred Stock | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Stock approved for conversion to Class A common stock. | 5,132.548 | ||||||||||||||||
Maximum | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Repurchase of common stock, value | $ | $ 50,000,000 | ||||||||||||||||
Common stock, shares authorized | 500,000,000 | ||||||||||||||||
Minimum | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Common stock, shares authorized | 100,000,000 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary Of Changes In Securities (Detail) - shares | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2013 | Dec. 31, 2014 | |
Common Class A | ||||
Class Of Stock [Line Items] | ||||
Issuance of common stock less issuance costs, Shares | 30,809,800 | |||
Issuance of stock to placement agent, Shares | 3,087,324 | |||
Conversion of stock for placement agent in shares and exchange of warrant | (193,413) | |||
Issuance of placement agent warrant associated with 2014 Securities Purchase Agreement | 199,341 | |||
Common Class A | 2014 Other Creditor One | ||||
Class Of Stock [Line Items] | ||||
Promissory note agreed to convert | 230,859 | |||
Common Class A | Options to Purchase | ||||
Class Of Stock [Line Items] | ||||
Conversion Of Warrant To Option To Purchase Of Common Stock | 740,600 | |||
Common Class B | ||||
Class Of Stock [Line Items] | ||||
Stock approved for conversion to Class A common stock. | 8,295,402 | |||
Issuance of stock to placement agent, Shares | 763,151 | 763,151 | 763,151 | |
Series C Preferred Stock | ||||
Class Of Stock [Line Items] | ||||
Stock approved for conversion to Class A common stock. | 5,754,984 | |||
Prior to 2014 Securities Purchase Agreement | Common Class A | ||||
Class Of Stock [Line Items] | ||||
Share balance | 1,158,394 | |||
Prior to 2014 Securities Purchase Agreement | Common Class A | Outstanding Warrants | ||||
Class Of Stock [Line Items] | ||||
Share balance | 763,841 | |||
Prior to 2014 Securities Purchase Agreement | Common Class A | Options to Purchase | ||||
Class Of Stock [Line Items] | ||||
Share balance | 3,056,702 | |||
Prior to 2014 Securities Purchase Agreement | Common Class B | ||||
Class Of Stock [Line Items] | ||||
Share balance | 1,763,609 | |||
2014 Securities Purchase Agreement | Common Class A | ||||
Class Of Stock [Line Items] | ||||
Common stock issued for placement agent commission | 34,715 | |||
2014 Securities Purchase Agreement | Common Class A | 2014 Other Creditor One | ||||
Class Of Stock [Line Items] | ||||
Stock approved for conversion to Class A common stock. | 345,228 | |||
2014 Securities Purchase Agreement | Common Class A | Outstanding Warrants | ||||
Class Of Stock [Line Items] | ||||
Exchange of Founder Warrant | (156,109) | |||
Issuance of common stock less issuance costs, Shares | 1,245,881 | |||
Conversion of stock for placement agent in shares and exchange of warrant | (193,413) | |||
Issuance of placement agent warrant associated with 2014 Securities Purchase Agreement | 199,341 | |||
2014 Securities Purchase Agreement | Common Class A | 2013 Promissory Note | Outstanding Warrants | ||||
Class Of Stock [Line Items] | ||||
Promissory note agreed to convert | 192,865 | |||
2014 Securities Purchase Agreement | Common Class A | 2009 Convertible Notes | ||||
Class Of Stock [Line Items] | ||||
Promissory note agreed to convert | 985,229 | |||
2014 Securities Purchase Agreement | Common Class A | CA Warrant and PA Warrant | ||||
Class Of Stock [Line Items] | ||||
Warrant exchanged | 3,052,608 | |||
2014 Securities Purchase Agreement | Common Class A | Side Agreement Notes | ||||
Class Of Stock [Line Items] | ||||
Promissory note agreed to convert | 192,341 | |||
2014 Securities Purchase Agreement | Series C Preferred Stock | ||||
Class Of Stock [Line Items] | ||||
Issuance of common stock less issuance costs, Shares | 4,983,526 | |||
2014 Securities Purchase Agreement | Series C Preferred Stock | 2013 Promissory Note | ||||
Class Of Stock [Line Items] | ||||
Promissory note agreed to convert | 771,458 | |||
After Closing Of Two Thousand Fourteen Securities Purchase Agreement | Common Class A | ||||
Class Of Stock [Line Items] | ||||
Share balance | 5,768,515 | |||
After Closing Of Two Thousand Fourteen Securities Purchase Agreement | Common Class A | Outstanding Warrants | ||||
Class Of Stock [Line Items] | ||||
Share balance | 2,052,406 | |||
After Closing Of Two Thousand Fourteen Securities Purchase Agreement | Common Class A | Options to Purchase | ||||
Class Of Stock [Line Items] | ||||
Share balance | 3,797,302 | |||
After Closing Of Two Thousand Fourteen Securities Purchase Agreement | Common Class B | ||||
Class Of Stock [Line Items] | ||||
Share balance | 2,526,760 | |||
After Closing Of Two Thousand Fourteen Securities Purchase Agreement | Series C Preferred Stock | ||||
Class Of Stock [Line Items] | ||||
Share balance | 5,754,984 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) | Jul. 10, 2015 | May. 08, 2015$ / sharesshares | Mar. 24, 2015$ / sharesshares | Nov. 30, 2015shares | Jul. 31, 2015shares | Jun. 30, 2015 | Mar. 31, 2014shares | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2013USD ($)shares | Apr. 30, 2004shares |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Shares reserved for issuance | 4,249,857 | ||||||||||||
Forward stock split of its outstanding common stock | 1.8515 | ||||||||||||
Cash received from exercised options | $ | $ 878,000 | $ 180,000 | |||||||||||
Stock-based compensation expense | $ | 211,221,000 | $ 789,000 | $ 884,000 | ||||||||||
Officer | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Stock price of warrants | $ / shares | $ 2 | ||||||||||||
Incremental compensation cost | $ | $ 91,500,000 | ||||||||||||
Option vested | 9,998,100 | ||||||||||||
Officer | I P O | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Forward stock split of its outstanding common stock | 1 | ||||||||||||
Officer | Share-Based Compensation Award, Tranche One | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Incremental compensation cost | $ | $ 53,000,000 | ||||||||||||
Incremental compensation expense | $ | $ 43,400,000 | ||||||||||||
Officer | Share-Based Compensation Award, Tranche One | I P O | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Share-based compensation arrangement, Award Vesting Rights, Percentage | 50.00% | ||||||||||||
Officer | Share-Based Compensation Award, Tranche Two | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Incremental compensation cost | $ | $ 38,500,000 | ||||||||||||
Additional compensation expense | $ | $ 2,900,000 | $ 2,900,000 | |||||||||||
Officer | Share-Based Compensation Award, Tranche Two | I P O | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Share-based compensation arrangement, Award Vesting Rights, Percentage | 50.00% | ||||||||||||
Officer | Non Qualified Stock Options | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Share-based compensation, expiration period | 4 years | 10 years | |||||||||||
Number of shares granted | 1,851,500 | ||||||||||||
Shares granted at an exercise price | $ / shares | $ 2.20 | $ 2 | |||||||||||
Option vesting period | 40 months | ||||||||||||
Officer | Outstanding Warrants | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Share-based compensation, expiration period | 4 years | 3 years | |||||||||||
Common Class A | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Stock price of warrants | $ / shares | $ 2.44 | ||||||||||||
Forward stock split of its outstanding common stock | 1 | ||||||||||||
2015 Equity Incentive Plan | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Shares reserved for issuance | 2,126,682 | 3,500,000 | |||||||||||
Additional Shares that may be added to shares reserved for issuance | 7,500,146 | ||||||||||||
Employee Stock Option | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Number of shares granted | 5,713,899 | 5,971,087 | |||||||||||
Shares granted at an exercise price | $ / shares | $ 7.92 | $ 0.77 | |||||||||||
Stock options, vested and exercisable | 4,844,857 | 1,705,035 | 1,727 | ||||||||||
Aggregate intrinsic value of stock options exercised | $ | $ 2,400,000 | $ 200,000 | $ 0 | ||||||||||
Cash received from exercised options | $ | 900,000 | 200,000 | 0 | ||||||||||
Total stock option expense | $ | 28,800,000 | $ 600,000 | $ 0 | ||||||||||
Unrecognized compensation cost related to non-vested stock options | $ | $ 30,700,000 | ||||||||||||
Weighted-average period for recognition | 1 year 10 months 24 days | ||||||||||||
Stock option outstanding | 8,777,893 | 5,138,410 | 1,727 | ||||||||||
Employee Stock Option | Officer | I P O | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Number of shares granted | 1,455,450 | ||||||||||||
Shares granted at an exercise price | $ / shares | $ 25 | ||||||||||||
Employee Stock Option | 2004 Equity Incentive Plan | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Common stock reserved for issuance | 81,695 | ||||||||||||
Employee Stock Option | 2014 Equity Incentive Plan | Common Class A | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Common stock reserved for issuance | 11,109,000 | ||||||||||||
Employee Stock Option | 2014 Equity Incentive Plan | Common Class A | Maximum | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Share-based compensation, expiration period | 10 years | ||||||||||||
Performance Shares | Officer | Share-Based Compensation Award, Tranche One | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Warrants issued to purchase common shares | 10,183,250 | ||||||||||||
Performance Shares | Officer | Outstanding Warrants | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Number of shares granted | 17,589,250 | ||||||||||||
Service | Officer | Share-Based Compensation Award, Tranche Two | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Warrants issued to purchase common shares | 7,406,000 | ||||||||||||
Outstanding Restricted Stock Units | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Number of shares granted | 1,614,788 | ||||||||||||
Unrecognized compensation cost related to non-vested stock options | $ | $ 17,500,000 | ||||||||||||
Weighted-average period for recognition | 1 year 10 months 24 days | ||||||||||||
Outstanding Restricted Stock Units | Employees Of Related Company | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Number of shares granted | 353,188 | ||||||||||||
Outstanding Restricted Stock Units | Officer | I P O | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Number of shares granted | 970,300 | ||||||||||||
Non Employee Stock Options | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Option vested | 106,075 | ||||||||||||
Shares granted to employee | 231,437 | 231,437 | |||||||||||
Stock option outstanding | 106,075 | ||||||||||||
Stock-based compensation expense | $ | $ 3,300,000 | $ 76,000 | $ 0 | ||||||||||
Employee Restricted Stock Units | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Unrecognized compensation cost related to non-vested stock options | $ | $ 11,700,000 | ||||||||||||
Weighted-average period for recognition | 1 year 4 months 24 days | ||||||||||||
Non Employee Restricted Stock Units | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Unrecognized compensation cost related to non-vested stock options | $ | $ 5,800,000 | ||||||||||||
Weighted-average period for recognition | 3 years 10 months 24 days |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Based Compensation Expenses Related to Statement of Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 211,221 | $ 789 | $ 884 |
Warrants For Class A Common Stock | Director Related to Inex Bio, Inc | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 22,747 | ||
Warrants For Class A Common Stock | Officer | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 141,901 | ||
Employee Stock Option | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 25,498 | 485 | |
Non Employee Stock Options | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 3,300 | 76 | 0 |
Outstanding Restricted Stock Units | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 17,775 | 228 | |
Research and Development | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 1,221 | 222 | 251 |
Selling, General and Administrative | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 210,000 | $ 567 | 633 |
Common Class B | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 884 |
Stock-Based Compensation - St81
Stock-Based Compensation - Stock Option Activity (Detail) - Employee Stock Option - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Number of Shares | |||
Stock Options, Beginning Balance | 5,138,410 | 1,727 | |
Stock Options, Options granted | 5,713,899 | 5,971,087 | |
Stock Options, Options forfeited | (947,311) | (1,231) | |
Stock Options, Options exercised | (1,127,105) | (833,173) | |
Stock Options, Ending Balance | 8,777,893 | 5,138,410 | |
Stock Options, Vested and Exercisable | 4,844,857 | 1,705,035 | 1,727 |
Weighted Average Exercise Price | |||
Weighted Average Exercise Price, Outstanding Beginning balance | $ 0.85 | $ 0.41 | |
Weighted Average Exercise Price, Options granted | 7.92 | 0.77 | |
Weighted Average Exercise Price, Options forfeited | 1.87 | 0.41 | |
Weighted Average Exercise Price, Options exercised | 0.86 | 0.22 | |
Weighted Average Exercise Price, Outstanding Ending balance | 5.36 | $ 0.85 | |
Weighted Average Exercise Price, Vested and Exercisable | $ 4.70 | ||
Aggregate Intrinsic Value | |||
Aggregate Intrinsic Value, Outstanding, Ending balance | $ 116,273 | $ 5,298 | |
Aggregate Intrinsic Value, Vested and Exercisable | $ 66,754 | ||
Weighted Average Remaining Contractual Life | |||
Weighted Average Remaining Contractual Life, Vested and Exercisable | 8 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Options Outstanding and Vested Pricing of Exercise Prices (Detail) - Employee Stock Option | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Options Outstanding, Number Outstanding | 8,777,893 |
Options Outstanding, Weighted-Average Life (in Years) | 7 years 2 months 12 days |
Options Outstanding, Number Exercisable | 4,844,857 |
Options Outstanding, Weighted- Average Life (in years) | 8 years |
$ 0.22 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 0.22 |
Options Outstanding, Number Outstanding | 1,342,344 |
Options Outstanding, Weighted-Average Life (in Years) | 8 years 2 months 12 days |
Options Outstanding, Number Exercisable | 1,157,194 |
Options Outstanding, Weighted- Average Life (in years) | 8 years 2 months 16 days |
$ 0.42 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 0.42 |
Options Outstanding, Number Outstanding | 1,044,172 |
Options Outstanding, Weighted-Average Life (in Years) | 8 years 10 months 24 days |
Options Outstanding, Number Exercisable | 946,583 |
Options Outstanding, Weighted- Average Life (in years) | 8 years 10 months 24 days |
$ 1.76 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 1.76 |
Options Outstanding, Number Outstanding | 1,393,103 |
Options Outstanding, Weighted-Average Life (in Years) | 9 years |
Options Outstanding, Number Exercisable | 601,587 |
Options Outstanding, Weighted- Average Life (in years) | 9 years |
$ 2 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 2 |
Options Outstanding, Number Outstanding | 1,691,324 |
Options Outstanding, Weighted-Average Life (in Years) | 9 years 1 month 6 days |
Options Outstanding, Number Exercisable | 1,064,612 |
Options Outstanding, Weighted- Average Life (in years) | 9 years 1 month 6 days |
$ 2.20 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 2.20 |
Options Outstanding, Number Outstanding | 1,851,500 |
Options Outstanding, Weighted-Average Life (in Years) | 3 years 2 months 12 days |
Options Outstanding, Number Exercisable | 347,156 |
Options Outstanding, Weighted- Average Life (in years) | 3 years 2 months 12 days |
$ 25 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 25 |
Options Outstanding, Number Outstanding | 1,455,450 |
Options Outstanding, Weighted-Average Life (in Years) | 6 years 6 months |
Options Outstanding, Number Exercisable | 727,725 |
Options Outstanding, Weighted- Average Life (in years) | 6 years 6 months |
Stock-Based Compensation - Blac
Stock-Based Compensation - Black-Scholes Option-Pricing Model to Determine Fair Value of Assumptions Used for Employee Grants and Non-Employee Grants Stock Options (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Grants | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility | 80.00% | |
Dividend yield | 0.00% | 0.00% |
Weighted-average measurement date fair value | $ 12.08 | $ 0.53 |
Employee Grants | Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term | 4 years | 5 years |
Risk-free interest rate | 1.50% | 1.60% |
Expected volatility | 81.00% | |
Employee Grants | Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term | 5 years 6 months | 5 years 7 months 6 days |
Risk-free interest rate | 1.80% | 1.90% |
Expected volatility | 91.00% | |
Non-Employee Grants | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate | 2.20% | |
Expected volatility | 80.00% | 81.00% |
Dividend yield | 0.00% | 0.00% |
Weighted-average measurement date fair value | $ 15.25 | $ 0.18 |
Non-Employee Grants | Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term | 1 year | 9 years 2 months 12 days |
Risk-free interest rate | 0.00% | |
Non-Employee Grants | Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term | 9 years | 9 years 8 months 12 days |
Risk-free interest rate | 2.40% |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units Activity (Detail) - Outstanding Restricted Stock Units | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Granted | shares | 1,614,788 |
Number of Shares, Vested | shares | (485,150) |
Number of Shares, Unvested, Ending balance | shares | 1,129,638 |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | $ 21.86 |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | 25 |
Weighted-Average Grant Date Fair Value, Unvested, ending balance | $ / shares | $ 20.51 |
Stock-Based Compensation - Su85
Stock-Based Compensation - Summary of Warrant Activity (Detail) - Outstanding Warrants | 12 Months Ended |
Dec. 31, 2015shares | |
Warrant [Line Items] | |
Warrants, Beginning Balance | 1,850,937 |
Warrants granted | 20,791,842 |
Warrants cancelled | (146,062) |
Warrants exercised | (4,677,101) |
Warrants, Ending Balance | 17,819,616 |
Stock-Based Compensation - Rese
Stock-Based Compensation - Reserved Authorized Shares of Common Stock for Future Issuance (Detail) - shares | 12 Months Ended | |
Dec. 31, 2015 | Jul. 31, 2015 | |
Common Stock Reserved For Future Issuance [Line Items] | ||
Total shares authorized | 4,249,857 | |
2015 grants | (3,070,238) | |
2015 forfeitures added back to available pool | 947,063 | |
Shares reserved for future issuance | 2,126,682 | |
2015 Equity Incentive Plan | ||
Common Stock Reserved For Future Issuance [Line Items] | ||
Total shares authorized | 3,500,000 | 2,126,682 |
2014 Equity Incentive Plan | ||
Common Stock Reserved For Future Issuance [Line Items] | ||
Shares remaining from 2014 Equity Incentive Plan | 749,857 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income (Loss) Before Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax [Line Items] | |||
Foreign (loss) income before taxes | $ (1,427) | ||
As Adjusted | |||
Income Tax [Line Items] | |||
U.S. (loss) income before taxes | (235,750) | $ (6,184) | $ (2,046) |
Loss before income taxes | $ (237,177) | $ (6,184) | $ (2,046) |
Income Taxes - Summary of Inc88
Income Taxes - Summary of Income Tax Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current: | |||
State | $ 1 | $ 1 | $ 1 |
Total Current | 1 | 1 | 1 |
Deferred: | |||
Foreign | (302) | ||
Total Deferred | (302) | ||
Income tax provision | $ (301) | $ 1 | $ 1 |
Income Taxes - Components of Ne
Income Taxes - Components of Net Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Stock compensation | $ 67,559 | $ 121 |
Accrued compensation | 572 | 75 |
Accrued legal expenses | 2 | |
Other accrued liabilities | 389 | 10 |
Depreciation and amortization | 624 | |
Total deferred tax assets | 69,144 | 208 |
Deferred tax liabilities: | ||
Foreign Intangibles | (1,165) | |
Depreciation and amortization | (46) | |
Total deferred tax liabilities | (1,165) | (46) |
Net deferred tax assets | 67,979 | 162 |
Valuation allowance | (69,144) | $ (162) |
Net deferred tax liability | $ (1,165) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Federal Statutory Income Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Tax computed at federal statutory rate | 34.00% | 34.00% | 35.00% |
State income taxes, net of federal tax benefit | 2.60% | 4.80% | 12.00% |
Other | (3.80%) | (7.30%) | 0.20% |
Tax rate adjustment | 0.00% | 0.50% | 0.00% |
Section 382/383 NOL | (3.50%) | (40.00%) | (32.30%) |
Research and development credits | 0.10% | 0.70% | 0.00% |
Stock-based compensation | (0.40%) | (1.10%) | 0.00% |
Warrant derivative liability adjustment | 0.00% | 0.00% | (20.10%) |
Valuation Allowance | (28.90%) | 8.40% | 5.20% |
Provision for income taxes | 0.10% | 0.00% | 0.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax [Line Items] | ||
Cumulative change in ownership | 50.00% | |
Period of cumulative ownership change | 3 years | |
Federal research and development credits | $ 12,700,000 | $ 4,000,000 |
State research and development credits | 12,700,000 | 4,000,000 |
Deferred tax assets for foreign net operating loss | 40,000 | |
Deferred tax assets valuation allowance | 69,144,000 | $ 162,000 |
Deferred tax assets change in valuation allowance | 69,000,000 | |
Unrealized excess tax benefits | 40,000 | |
Unrecognized tax benefits that would not impact effective tax rate | 800,000 | |
California | Research Tax Credits | ||
Income Tax [Line Items] | ||
Tax credit carryforwards | $ 50,000 | |
California | Minimum | ||
Income Tax [Line Items] | ||
Tax year open for examination | 2,011 | |
California | Maximum | ||
Income Tax [Line Items] | ||
Tax year open for examination | 2,015 | |
Federal | ||
Income Tax [Line Items] | ||
Net operating loss carryforwards | $ 31,600,000 | |
Net operating loss carryforwards expiration date | 2,024 | |
Federal | Research Tax Credits | ||
Income Tax [Line Items] | ||
Tax credit carryforwards | $ 300,000 | |
Tax credit carryforward expiration period | 2,026 | |
Federal | Minimum | ||
Income Tax [Line Items] | ||
Tax year open for examination | 2,012 | |
Federal | Maximum | ||
Income Tax [Line Items] | ||
Tax year open for examination | 2,015 | |
State | ||
Income Tax [Line Items] | ||
Net operating loss carryforwards | $ 28,100,000 | |
Net operating loss carryforwards expiration date | 2,030 | |
Foreign | ||
Income Tax [Line Items] | ||
Net operating loss carryforwards | $ 200,000 | |
Net operating loss carryforwards expiration date | 2,023 |
Income Taxes - Summarizes of Ch
Income Taxes - Summarizes of Changes in Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits at beginning balance | $ 0 | $ 0 |
Increase(decrease) for prior year tax positions | 120 | 0 |
Increase for current year tax positions | 1,083 | |
Unrecognized tax benefits at ending balance | $ 1,203 | $ 0 |
Change in Method of Accountin93
Change in Method of Accounting for Patent Costs - Schedule of Adjusted Comparative Consolidated Financial Statements (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 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 | Jun. 30, 2015 | Jun. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Consolidated Statement of Operations | |||||||||||||||
Selling, general and administrative | $ 25,838 | $ 31,618 | $ 1,826 | $ 724 | $ 1,079 | $ 992 | $ 227,678 | $ 4,621 | $ 2,423 | ||||||
Net loss | $ (26,822) | $ (32,849) | $ (2,755) | $ (918) | $ (1,423) | $ (1,089) | $ (117,470) | $ (2,512) | $ (160,110) | $ (3,430) | $ (236,876) | $ (6,185) | $ (2,047) | ||
Earnings per share - basic and diluted | $ (0.33) | $ (0.54) | $ (0.09) | $ (0.11) | $ (0.19) | $ (0.38) | $ (3.31) | $ (0.75) | $ (2.57) | ||||||
Consolidated Statement of Cash Flows | |||||||||||||||
Net loss | $ (26,822) | $ (32,849) | $ (2,755) | $ (918) | $ (1,423) | $ (1,089) | (117,470) | (2,512) | (160,110) | (3,430) | $ (236,876) | $ (6,185) | $ (2,047) | ||
Depreciation and amortization | 26 | 31 | 986 | 63 | 981 | 79 | 1,472 | 36 | 4 | ||||||
Net cash used in operating activities | (7,372) | (38) | (10,162) | (2,091) | (14,361) | (2,844) | (25,305) | (5,418) | (668) | ||||||
Investment in intangible assets | (483) | (7) | |||||||||||||
Net cash used in investing activities | (1,856) | 2 | (2,453) | (17) | (3,104) | (205) | (175,224) | (235) | (3) | ||||||
Previously Reported | |||||||||||||||
Consolidated Balance Sheet | |||||||||||||||
Intangible assets, net | 8,175 | 8,028 | 835 | 843 | 821 | 794 | 821 | 843 | 8,175 | 835 | 863 | ||||
Accumulated deficit | (249,493) | $ (172,723) | $ (130,004) | (45,566) | (12,741) | (9,978) | (9,082) | (7,686) | (130,004) | (9,082) | (172,723) | (9,978) | (249,493) | (12,741) | (6,528) |
Consolidated Statement of Operations | |||||||||||||||
Selling, general and administrative | 38,854 | 82,429 | 31,594 | 1,834 | 702 | 1,052 | 1,061 | 114,023 | 152,847 | 227,627 | 4,649 | 2,235 | |||
Net loss | $ (42,649) | $ (84,581) | $ (32,825) | $ (2,763) | $ (896) | $ (1,396) | $ (1,158) | $ (117,406) | (2,554) | $ (160,055) | (3,450) | $ (236,825) | $ (6,213) | $ (1,859) | |
Earnings per share - basic and diluted | $ (0.55) | $ (1.29) | $ (0.54) | $ (0.09) | $ (0.11) | $ (0.19) | $ (0.40) | $ (1.85) | $ (2.34) | $ (3.31) | $ (0.75) | $ (2.33) | |||
Consolidated Statement of Cash Flows | |||||||||||||||
Net loss | $ (42,649) | $ (84,581) | $ (32,825) | $ (2,763) | $ (896) | $ (1,396) | $ (1,158) | $ (117,406) | (2,554) | $ (160,055) | (3,450) | $ (236,825) | $ (6,213) | $ (1,859) | |
Depreciation and amortization | 53 | 47 | 1,042 | 103 | 1,067 | 145 | 1,587 | 128 | 76 | ||||||
Net cash used in operating activities | (7,321) | (91) | (10,042) | (2,093) | (14,220) | (2,798) | (25,139) | (5,354) | (408) | ||||||
Investment in intangible assets | (51) | (603) | (141) | (53) | (166) | (64) | (260) | ||||||||
Net cash used in investing activities | (1,907) | 2 | (2,573) | (17) | (3,245) | (251) | (175,390) | (299) | (263) | ||||||
Effect of Change | |||||||||||||||
Consolidated Balance Sheet | |||||||||||||||
Intangible assets, net | (883) | (856) | (832) | (840) | (818) | (791) | (818) | (840) | (883) | (832) | (860) | ||||
Accumulated deficit | (883) | (856) | (832) | (840) | (818) | (791) | (818) | (840) | (883) | (832) | (860) | ||||
Consolidated Statement of Operations | |||||||||||||||
Selling, general and administrative | (4) | 24 | (8) | 22 | 27 | (69) | 51 | (28) | 188 | ||||||
Net loss | $ 4 | $ (24) | $ 8 | $ (22) | $ (27) | $ 69 | (64) | 42 | (55) | 20 | $ (51) | $ 28 | $ (188) | ||
Earnings per share - basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0.02 | $ 0 | $ 0 | $ (0.24) | ||||||
Consolidated Statement of Cash Flows | |||||||||||||||
Net loss | $ 4 | $ (24) | $ 8 | $ (22) | $ (27) | $ 69 | (64) | 42 | (55) | 20 | $ (51) | $ 28 | $ (188) | ||
Depreciation and amortization | (27) | (16) | (56) | (40) | (86) | (66) | (115) | (92) | (72) | ||||||
Net cash used in operating activities | (51) | 53 | (120) | 2 | (141) | (46) | (166) | (64) | (260) | ||||||
Investment in intangible assets | 51 | 120 | 141 | 46 | 166 | 64 | 260 | ||||||||
Net cash used in investing activities | 51 | 120 | 141 | 46 | 166 | 64 | 260 | ||||||||
As Adjusted | |||||||||||||||
Consolidated Balance Sheet | |||||||||||||||
Intangible assets, net | 7,292 | (888) | (896) | 7,172 | 3 | 3 | 3 | 3 | (896) | 3 | (888) | 3 | 7,292 | 3 | 3 |
Accumulated deficit | (250,376) | (888) | (896) | (46,422) | $ (13,573) | $ (10,818) | $ (9,900) | $ (8,477) | (896) | $ (9,900) | (888) | $ (10,818) | (250,376) | (13,573) | (7,388) |
Consolidated Statement of Operations | |||||||||||||||
Selling, general and administrative | (9) | 40 | 227,678 | 4,621 | 2,423 | ||||||||||
Net loss | $ (26,822) | $ 9 | $ (40) | $ (32,849) | $ (236,876) | $ (6,185) | $ (2,047) | ||||||||
Earnings per share - basic and diluted | $ (0.33) | $ 0 | $ 0 | $ (0.54) | $ (3.31) | $ (0.75) | $ (2.57) | ||||||||
Consolidated Statement of Cash Flows | |||||||||||||||
Net loss | $ (26,822) | $ 9 | $ (40) | $ (32,849) | $ (236,876) | $ (6,185) | $ (2,047) | ||||||||
Depreciation and amortization | 1,472 | 36 | 4 | ||||||||||||
Net cash used in operating activities | (25,305) | (5,418) | (668) | ||||||||||||
Net cash used in investing activities | $ (175,224) | $ (235) | $ (3) | ||||||||||||
As Restated | |||||||||||||||
Consolidated Balance Sheet | |||||||||||||||
Intangible assets, net | 7,164 | 7,620 | 7,620 | 7,164 | |||||||||||
Accumulated deficit | (222,667) | (176,276) | (176,276) | (222,667) | |||||||||||
Consolidated Statement of Operations | |||||||||||||||
Selling, general and administrative | 41,819 | 128,372 | 159,966 | 201,755 | |||||||||||
Net loss | $ (46,321) | $ (130,853) | $ (163,678) | $ (209,999) | |||||||||||
Earnings per share - basic and diluted | $ (0.60) | $ (1.99) | $ (2.58) | $ (3.07) | |||||||||||
Consolidated Statement of Cash Flows | |||||||||||||||
Net loss | $ (46,321) | $ (130,853) | $ (163,678) | $ (209,999) | |||||||||||
As Restated and Adjusted | |||||||||||||||
Consolidated Balance Sheet | |||||||||||||||
Intangible assets, net | 6,276 | (6,724) | (6,724) | 6,276 | |||||||||||
Accumulated deficit | 223,555 | (177,172) | $ (177,172) | $ 223,555 | |||||||||||
Consolidated Statement of Operations | |||||||||||||||
Selling, general and administrative | 41,810 | 128,412 | |||||||||||||
Net loss | $ (46,312) | $ (130,893) | |||||||||||||
Earnings per share - basic and diluted | $ (0.60) | $ (1.99) | |||||||||||||
Consolidated Statement of Cash Flows | |||||||||||||||
Net loss | $ (46,312) | $ (130,893) | |||||||||||||
As Computed | |||||||||||||||
Consolidated Statement of Operations | |||||||||||||||
Selling, general and administrative | 25,842 | ||||||||||||||
Net loss | $ (26,826) | ||||||||||||||
Earnings per share - basic and diluted | $ (0.33) | ||||||||||||||
Consolidated Statement of Cash Flows | |||||||||||||||
Net loss | $ (26,826) |
Summary of Quarterly Data (Unau
Summary of Quarterly Data (Unaudited) (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 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 | Jun. 30, 2015 | Jun. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue | $ 15 | $ 10 | $ 91 | $ 120 | $ 98 | $ 133 | $ 124 | $ 286 | $ 236 | $ 641 | $ 600 | ||||
Operating expenses | 2,730 | 1,052 | 1,322 | 1,112 | |||||||||||
Operating loss | (2,632) | (919) | (1,198) | (826) | |||||||||||
Net loss | $ (26,822) | $ (32,849) | $ (2,755) | $ (918) | $ (1,423) | $ (1,089) | $ (117,470) | $ (2,512) | $ (160,110) | $ (3,430) | $ (236,876) | $ (6,185) | $ (2,047) | ||
Earnings per share - basic and diluted | $ (0.33) | $ (0.54) | $ (0.09) | $ (0.11) | $ (0.19) | $ (0.38) | $ (3.31) | $ (0.75) | $ (2.57) | ||||||
Shares used in calculating net loss per share - basic and diluted | 81,247,430 | 77,837,586 | 65,789,041 | 61,137,625 | 31,290,625 | 7,903,941 | 7,543,348 | 2,880,748 | 71,519,609 | 8,246,028 | 797,105 | ||||
As Adjusted | |||||||||||||||
Operating expenses | $ 29,938 | $ 32,221 | $ 239,112 | $ 6,216 | $ 2,869 | ||||||||||
Operating loss | (29,923) | (32,101) | (238,876) | (5,575) | (2,269) | ||||||||||
Net loss | $ (26,822) | $ 9 | $ (40) | $ (32,849) | $ (236,876) | $ (6,185) | $ (2,047) | ||||||||
Earnings per share - basic and diluted | $ (0.33) | $ 0 | $ 0 | $ (0.54) | $ (3.31) | $ (0.75) | $ (2.57) | ||||||||
As Restated and Adjusted | |||||||||||||||
Operating expenses | $ 46,467 | $ 130,486 | |||||||||||||
Operating loss | (46,457) | (130,395) | |||||||||||||
Net loss | $ (46,312) | $ (130,893) | |||||||||||||
Earnings per share - basic and diluted | $ (0.60) | $ (1.99) |
Employee Benefits - Additional
Employee Benefits - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
401(k) Plan | |
Defined Contribution Plan Disclosure [Line Items] | |
Employee benefit plan, company contributions | $ 4,000 |