Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | May 10, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-36783 | |
Entity Registrant Name | BELLICUM PHARMACEUTICALS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-1450200 | |
Entity Address, Address Line One | 3730 Kirby Drive, | |
Entity Address, Address Line Two | Suite 1200, | |
Entity Address, City or Town | Houston, | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77098 | |
City Area Code | 832 | |
Local Phone Number | 384-1100 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | BLCM | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 8,397,803 | |
Entity Central Index Key | 0001358403 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 28,082 | $ 35,495 |
Restricted cash | 1,501 | 1,501 |
Accounts receivable, interest and other receivables | 375 | 2 |
Prepaid expenses and other current assets | 1,481 | 802 |
Assets held for sale | 0 | 1,643 |
Total current assets | 31,439 | 39,443 |
Operating lease right-of-use assets | 0 | 645 |
Property and equipment, net | 63 | 189 |
Other assets | 5 | 307 |
Total assets | 31,507 | 40,584 |
Current liabilities: | ||
Accounts payable | 669 | 891 |
Accrued expenses and other current liabilities | 5,120 | 4,165 |
Warrant derivative liability | 11,863 | 10,345 |
Private placement option liability | 8,622 | 7,803 |
Current portion of lease liabilities | 31 | 825 |
Liabilities held for sale | 0 | 672 |
Total current liabilities | 26,305 | 24,701 |
Long-term lease liabilities | 27 | 344 |
Total liabilities | 26,332 | 25,045 |
Commitments and contingencies | ||
Redeemable preferred stock: $0.01 par value; 10,000,000 shares authorized | 18,036 | 18,036 |
Stockholders’ deficit: | ||
Common stock, $0.01 par value; 80,000,000 shares authorized at March 31, 2021 and December 31, 2020, 8,386,019 shares issued and 8,318,273 shares outstanding at March 31, 2021; 8,385,650 shares issued and 8,317,904 shares outstanding at December 31, 2020 | 84 | 84 |
Treasury stock: 67,746 shares held at March 31, 2021 and December 31, 2020 | (5,056) | (5,056) |
Additional paid-in capital | 544,464 | 543,561 |
Accumulated other comprehensive loss | (339) | (339) |
Accumulated deficit | (552,014) | (540,747) |
Total stockholders’ deficit | (12,861) | (2,497) |
Total liabilities, preferred stock and stockholders' deficit | $ 31,507 | $ 40,584 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 80,000,000 | 80,000,000 |
Common stock, issued (in shares) | 8,386,019 | 8,385,650 |
Common stock, outstanding (in shares) | 8,318,273 | 8,317,904 |
Treasury stock, shares (in shares) | 67,746 | 67,746 |
Convertible Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 1,517,500 | 1,517,500 |
Preferred stock, shares issued (in shares) | 452,000 | 452,000 |
Preferred stock, outstanding (in shares) | 452,000 | 452,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating expenses | ||
Research and development | $ 6,460 | $ 10,448 |
General and administrative | 2,012 | 4,171 |
Total operating expenses | 8,472 | 14,619 |
Loss on lease termination | 464 | 0 |
Loss from operations | (8,936) | (14,619) |
Other income (expense): | ||
Interest income | 10 | 354 |
Interest expense | (4) | (985) |
Change in fair value of warrant and private placement option liabilities | (2,337) | 32,826 |
Total other (expense) income | (2,331) | 32,195 |
Net (loss) income | (11,267) | 17,576 |
Less: undistributed earnings to participating securities | 0 | (12,084) |
Net (loss) income attributable to common shareholders | $ (11,267) | $ 5,492 |
Net income (loss) per common share attributable to common shareholders, basic (in USD per share) | $ (1.12) | $ 1.09 |
Net income (loss) per common share attributable to common shareholders, diluted (in USD per share) | $ (1.12) | $ 1.09 |
Weighted average shares for basic net Loss) income per share (in shares) | 10,034,970 | 5,039,695 |
Weighted-average shares outstanding, diluted (in shares) | 10,034,970 | 5,040,056 |
Other comprehensive (loss) income: | ||
Foreign currency translation adjustment | $ 0 | $ (13) |
Comprehensive (loss) income | $ (11,267) | $ 17,563 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit $ in Thousands | USD ($) | Common StockUSD ($)shares | Treasury StockUSD ($)shares | Additional Paid-In CapitalUSD ($) | Accumulated DeficitUSD ($) | Accumulated Other Comprehensive LossUSD ($) | Series 1 redeemable convertible non-voting preferred stockUSD ($)shares |
Preferred stock, beginning balance (in shares) at Dec. 31, 2019 | shares | 538,000 | ||||||
Preferred stock, beginning balance at Dec. 31, 2019 | $ 21,468 | ||||||
Preferred stock, ending balance (in shares) at Mar. 31, 2020 | shares | 534,000 | ||||||
Preferred stock, ending balance at Mar. 31, 2020 | $ 21,308 | ||||||
Balance, beginning of period (in shares) at Dec. 31, 2019 | shares | 5,076,593 | 67,746 | |||||
Balance, beginning of period at Dec. 31, 2019 | $ (26,217) | $ 507 | $ (5,056) | $ 511,684 | $ (533,025) | $ (327) | |
Increase (Decrease) in Stockholders' Equity | |||||||
1-for-10 reverse stock split | $ (457) | 457 | |||||
Reverse stock split ratio | 0.01 | ||||||
Share-based compensation | 1,323 | 1,323 | |||||
Issuance of common stock upon vesting of restricted stock units (in shares) | shares | 1,045 | ||||||
Issuance of common stock upon vesting of restricted stock units | 0 | $ 0 | 0 | ||||
Conversion of redeemable preferred stock into common stock (in shares) | shares | 40,000 | (4,000) | |||||
Conversion of redeemable convertible preferred stock into common stock | 160 | $ 1 | 159 | $ (160) | |||
Comprehensive income | 17,563 | 17,576 | (13) | ||||
Balance, end of period (in shares) at Mar. 31, 2020 | shares | 5,117,638 | 67,746 | |||||
Balance, end of period at Mar. 31, 2020 | (7,171) | $ 51 | $ (5,056) | 513,623 | (515,449) | (340) | |
Preferred stock, beginning balance (in shares) at Dec. 31, 2020 | shares | 452,000 | ||||||
Preferred stock, beginning balance at Dec. 31, 2020 | 18,036 | $ 18,036 | |||||
Preferred stock, ending balance (in shares) at Mar. 31, 2021 | shares | 452,000 | ||||||
Preferred stock, ending balance at Mar. 31, 2021 | 18,036 | $ 18,036 | |||||
Balance, beginning of period (in shares) at Dec. 31, 2020 | shares | 8,385,650 | 67,746 | |||||
Balance, beginning of period at Dec. 31, 2020 | (2,497) | $ 84 | $ (5,056) | 543,561 | (540,747) | (339) | |
Increase (Decrease) in Stockholders' Equity | |||||||
Share-based compensation | 903 | 903 | |||||
Exercise of restricted stock unit awards (in shares) | shares | 369 | ||||||
Exercise of restricted stock unit awards | 0 | $ 0 | 0 | ||||
Comprehensive income | (11,267) | (11,267) | 0 | ||||
Balance, end of period (in shares) at Mar. 31, 2021 | shares | 8,386,019 | 67,746 | |||||
Balance, end of period at Mar. 31, 2021 | $ (12,861) | $ 84 | $ (5,056) | $ 544,464 | $ (552,014) | $ (339) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (11,267) | $ 17,576 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation | 903 | 1,323 |
Depreciation and amortization expense | 47 | 537 |
Change in fair value of warrant and private placement option liabilities | 2,337 | (32,826) |
Amortization of right-of-use assets | 33 | 85 |
Accretion of lease liability | 31 | (442) |
Amortization of deferred issuance costs | 0 | 214 |
Loss on lease termination | 464 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable, interest and other receivables | 0 | 257 |
Prepaid expenses and other assets | (679) | (435) |
Accounts payable | (222) | (849) |
Accrued liabilities and other | 60 | (1,695) |
Net cash used in operating activities | (8,293) | (16,255) |
Cash flows from investing activities: | ||
Proceeds from sale of property and equipment | 900 | 0 |
Purchases of property and equipment | 0 | (37) |
Net cash provided by (used in) investing activities | 900 | (37) |
Cash flows from financing activities: | ||
Payment on debt | 0 | (2,000) |
Payment on financing lease obligations | (20) | (17) |
Net cash used in financing activities | (20) | (2,017) |
Effect of exchange rate changes on cash | 0 | (13) |
Net change in cash, cash equivalents, and restricted cash | (7,413) | (18,322) |
Cash, cash equivalents and restricted cash at beginning of period | 36,996 | 93,816 |
Cash, cash equivalents and restricted cash at end of period | 29,583 | 75,494 |
Supplemental cash flow information: | ||
Cash paid during the period for interest | 0 | 792 |
Non-cash investing and financing activities: | ||
Conversion of redeemable preferred stock into common stock | 0 | 160 |
Reclassification of property and equipment, net to assets held for sale | $ 0 | $ 199 |
ORGANIZATION, BASIS OF PRESENTA
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization Bellicum Pharmaceuticals, Inc. (“Bellicum”) is a clinical stage biopharmaceutical company focused on discovering and developing novel cellular immunotherapies for various forms of cancer. Bellicum is devoting substantially all of its present efforts to developing next-generation CAR-T product candidates in cellular immunotherapy. Bellicum has two wholly-owned subsidiaries, Bellicum Pharma Limited, a private limited company organized under the laws of the United Kingdom, and Bellicum Pharma GmbH, a private limited liability company organized under German law. Both were formed for the purpose of developing product candidates in Europe. Bellicum, Bellicum Pharma Limited and Bellicum Pharma GmbH are collectively referred to herein as the “Company”. All intercompany balances and transactions among the consolidated entities have been eliminated in consolidation. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker. The Company has determined that it has one operating and reporting segment as it allocates resources and assesses financial performance on a consolidated basis. The Company’s chief operating decision maker is its Chief Executive Officer who manages operations and reviews the financial information as a single operating segment for purposes of allocating resources and evaluating its financial performance. Reverse Stock Split On February 5, 2020, the Company filed a Certificate of Amendment of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to (i) effect a reverse stock split of all issued and outstanding shares of the Company’s common stock at a ratio of 1-for-10 and (ii) reduce the number of authorized shares of the Company’s common stock from 200,000,000 to 40,000,000. The accompanying consolidated financial statements and notes to the consolidated financial statements gives retroactive effect to the reverse stock split for all periods presented. On June 15, 2020, the Company filed with the Secretary of State of the State of Delaware a Second Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of the Company’s common stock from 40,000,000 shares to 80,000,000 shares Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in conformity with the authoritative U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Accordingly, the accompanying unaudited condensed consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements. The unaudited interim financial statements reflect all adjustments which, in the opinion of management, are necessary for a fair statement of the results for the periods presented. All such adjustments are of a normal and recurring nature. The unaudited condensed consolidated balance sheet as of December 31, 2020 has been derived from the audited consolidated financial statements at that date but does not include all information and footnotes required by GAAP for complete financial statements. The operating results presented in these unaudited condensed consolidated financial statements are not necessarily indicative of the results that may be expected for any future periods. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto in the Company’s Annual Report on Form 10-K (“Annual Report”) for the fiscal year ended December 31, 2020, as filed with the SEC on March 31, 2021. The accompanying interim condensed financial statements have been prepared on a going concern basis, which assumes that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. However, as of March 31, 2021 and December 31, 2020, the Company had an accumulated deficit of $552.0 million and $540.7 million, respectively, and at March 31, 2021, the Company had cash, cash equivalents and restricted cash of approximately $29.6 million. Based on the Company’s current business plan, management believes that existing cash and cash equivalents, revenues and other cash inflows will be insufficient to fund its operations within one year from the date these financial statements are issued, and therefore, substantial doubt about the entity’s ability to continue as a going concern exists. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of the Company’s liabilities and commitments in the normal course of business and does not include any adjustments to reflect the possible future effects of the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company has recorded losses from operations since its inception and if the Company does not successfully obtain regulatory approval and commercialize any of its product candidates, the Company will not be able to achieve profitability. The Company is subject to risks common to companies in the biotechnology industry and the future success of the Company is dependent on its ability to successfully complete the development of, and obtain regulatory approval for, its product candidates, manage the growth of the organization, obtain additional financing necessary in order to develop, launch and commercialize its product candidates, and compete successfully with other companies in its industry. The Company believes that there is substantial doubt that its current capital resources, which consist of cash and cash equivalents are sufficient to fund operations through at least the next twelve months from the date the accompanying interim financial statements are issued based on the expected cash burn rate. The Company may be required to raise additional capital to fund future operations through the sale of additional equity, incurrence of debt, the entry into licensing or collaboration agreements with partners, grants or other sources of financing. Sufficient funds may not be available to the Company at all or on attractive terms when needed from equity or debt financings. If the Company is unable to obtain additional funding from these or other sources when needed, or to the extent needed, it may be necessary to significantly reduce its controllable and variable expenditures and current rate of spending through reductions in staff and delaying, scaling back, or suspending certain research and development, sales and marketing programs and other operational goals. Moreover, if we do not obtain such additional funds, there could be substantial doubt about our ability to continue as a going concern and increased risk of insolvency, which could result in a total loss of investment to our stockholders and other security holders. Use of Estimates The preparation of the interim condensed consolidated financial statements in accordance with GAAP requires management to make certain estimates and judgments that affect the reported amounts of assets, liabilities, and expenses. Actual results could differ from those estimates. Significant Accounting Policies There have been no significant changes to the accounting policies during the three months ended March 31, 2021, as compared to the significant accounting policies described in Note 1 of the “Notes to Consolidated Financial Statements” in the Company’s audited financial statements included in its Annual Report for the fiscal year ended December 31, 2020. Cash, Cash Equivalents and Restricted Cash The Company considers all short-term, highly liquid investments with maturity of three months or less from the date of purchase and that can be liquidated without prior notice or penalty, to be cash equivalents. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the balance sheets that sum to the total of the same such amounts shown in the statements of cash flows. (in thousands) March 31, 2021 December 31, 2020 Cash and cash equivalents $ 28,082 $ 35,495 Restricted cash 1,501 1,501 Total cash, cash equivalents and restricted cash shown in the statements of cash flows $ 29,583 $ 36,996 In connection with the closing of the Asset Purchase Agreement with M.D. Anderson on April 14, 2020, $1.5 million of the cash proceeds received are subject to certain escrow provisions and recorded as restricted cash. The funds are required to be held for a period of up to 18 months subsequent to the April 14, 2020 closing date and are listed as Restricted cash at March 31, 2021, and December 31, 2020. Disposition of Assets and Liabilities Held for Sale and Held for Use In the fourth quarter of 2020, in connection with the Company's restructuring plan, Management elected to seek an exit to its leased R&D facility in Houston, Texas. As a result of this decision, the Company reclassified the assets and liabilities associated with the leased facility as held for sale. The reclassified assets and liabilities included a right-of-use asset of $0.5 million, property and equipment of $2.3 million and the related lease liability of $0.7 million. Based on the cost to exit the lease and the net realizable value of the related assets the Company recognized an impairment charge of $1.3 million in the fourth quarter of 2020. The disposal of the assets and liabilities associated with the facility was completed on February 26, 2021. Under the terms of the agreement a third party assumed the lease for the facility. In addition, the third party paid $1.1 million to the Company for substantially all of the property, and equipment associated with the location. The consideration included $0.9 million in cash and an unsecured promissory note for $0.2 million. On March 15, 2021 the Company entered an agreement to terminate its sub-lease of the South San Francisco office space contingent upon consent of the prime lessor. Under the terms of the agreement, the company agreed to pay a lease termination fee of $0.9 million while the security deposit of $0.2 million will be returned to the Company. The decision to exit this lease reflects the ability of the Company to carry on administrative function remotely. On March 26, 2021, the Company met all of the conditions of the agreement and disposed of substantially all of the assets and liabilities associated with the lease including the a right-of-use asset of $0.6 million, leased equipment with net book value less than $0.1 million, and the related lease liability of $1 million. The Company recognized a loss on termination of $0.5 million during the three months ended March 31, 2021. Accrued Expenses and Other Current Liabilities Accrued expenses and other liabilities consist of the following: (in thousands) March 31, 2021 December 31, 2020 Accrued payroll $ 255 $ 1,029 Accrued patient treatment costs 1,345 899 Accrued manufacturing costs 24 24 Accrued professional services 404 294 Accrued lease termination fee 895 — Accrued other 2,197 1,919 Total accrued expenses and other current liabilities $ 5,120 $ 4,165 Warrant Derivatives Freestanding warrants are classified as liabilities in the accompanying condensed consolidated balance sheets as they are exercisable for multiple underlying instruments that are potentially redeemable. The Company accounts for these warrants at fair value on the date of issuance and are subject to re-measurement to fair value at each balance sheet date. Any change in fair value is recognized as a component of other income (expense) on the accompanying condensed consolidated statements of operations and comprehensive (loss) income. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrants or a change in control, as defined. The warrants are freely exercisable at any time from the issuance date until the expiration date, provided exercise does not cause a warrant holder to exceed a pre-determined beneficial ownership limit. The Company estimates the fair value of these liabilities using the Black-Scholes valuation technique which utilizes assumptions including (i) the fair value of the underlying stock at the valuation measurement date, (ii) volatility of the price of the underlying stock, (iii) the expected term, and (iv) risk-free interest rates. P rivate Placement Option The Company has entered into a security purchase agreement that contains a call option on preferred shares that are puttable outside the control of the Company. The Company recorded the option as a liability and measured the fair value of the option at the time of issuance. The Company will re-measure the option to fair value at each balance sheet date and record changes in fair value in other income (expense) in the accompanying condensed consolidated statement of operations and comprehensive income (loss) at each reporting period. Offering expenses arising from the issuance of the private placement option were expensed as incurred. The Company estimates the fair value of these liabilities using a binomial lattice model, which utilizes assumptions including (i) the fair value of the underlying stock at the valuation measurement date, (ii) volatility of the price of the underlying stock, (iii) the expected term, and (iv) risk-free interest rates. Preferred Stock Preferred shares issued by the Company that are subject to mandatory redemption are classified as liability instruments in the accompanying condensed consolidated balance sheets and are measured at fair value at the date of issuance. Conditionally redeemable preferred shares (including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified within mezzanine equity in the accompanying condensed consolidated balance sheets. At all other times, preferred shares are classified within stockholders’ deficit. Operating Leases At the inception of a contractual arrangement, the Company determines whether the contract contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, upon lease commencement, the Company records a lease liability which represents the Company’s obligation to make lease payments arising from the lease, and a corresponding right-of-use (“ROU”) asset which represents the Company’s right to use an underlying asset during the lease term. Operating leases are recognized as ROU assets and operating lease liabilities on the balance sheet based on the present value of the future minimum lease payments over the lease term at commencement date calculated using the Company's incremental borrowing rate applicable to the underlying asset unless the implicit rate is readily determinable. Any lease incentives received are deferred and recorded as a reduction of the ROU asset and amortized over the term of the lease. Rent expense, comprised of amortization of the ROU asset and the implicit interest accreted on the operating lease liability, is recognized on a straight-line basis over the lease term. The Company determines the lease term as the noncancellable period of the lease and may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Leases with a term of 12 months or less are not recognized on the balance sheets. Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in an orderly transaction between market participants in a principal market on the measurement date. Accounting standards include disclosure requirements around fair values used for certain financial instruments and establish a fair value hierarchy. The three-tier hierarchy defines a three-tiered valuation hierarchy for disclosures that prioritizes valuation inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market, as described further in Note 2. Observable inputs reflect readily obtainable data from independent sources, and unobservable inputs reflect the Company’s market assumptions. These inputs are classified into the following hierarchy: Level 1 Inputs - quoted prices (unadjusted) in active markets for identical assets that the reporting entity has the ability to access at the measurement date; Level 2 Inputs - inputs other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly; and Level 3 Inputs - unobservable inputs for the assets. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company believes the recorded values of its financial instruments, including cash and cash equivalents, accounts payable, and accrued liabilities approximate their fair values due to the short-term nature of these instruments. Financial Instruments and Credit Risks Financial instruments that potentially subject the Company to credit risk include cash and cash equivalents and accounts receivable. Cash is deposited in demand accounts in federally insured domestic institutions to minimize risk. Insurance is provided through the Federal Deposit Insurance Corporation and Security Investor Protection Corporation. Although the balances in these accounts exceed the federally insured limit from time to time, the Company has not incurred losses related to these deposits. Equity Issuance Costs Equity issuance costs represent costs paid to third parties in order to obtain equity financing. The costs related to preferred and common stock have been netted against the proceeds of the equity issuances. Net Income (Loss) per Share of Common Stock Attributable to Common Stockholders Basic and diluted net (loss) income per share attributable to common stockholders is based on the more dilutive method of either the two-class method or the treasury stock method. Basic net (loss) income per share attributable to common stockholders is calculated by dividing the net (loss) income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period without consideration for common stock equivalents. Undistributed earnings allocated to participating securities are subtracted from net income in determining net income attributable to common stockholders. Diluted net (loss) income per share gives effect to dilutive stock options, warrants and other potentially dilutive common stock equivalents outstanding during the period, assuming the exercise of all “in-the-money” common stock equivalents based on the average market price during the period. For warrants that are recorded as a liability in the accompanying condensed consolidated balance sheets, the calculation of diluted loss per share requires that, to the extent the average market price of the underlying shares for the reporting period exceeds the exercise price of the warrants and the presumed exercise of the warrants is dilutive to loss per share for the period, an adjustment is made to net loss used in the calculation to remove the change in fair value of the warrants from the numerator for the period. Likewise, an adjustment to the denominator is required to reflect the related dilutive shares, if any, under the treasury stock method. The following table sets forth the computation of basic and diluted earnings per share: (in thousands, except share and per share amounts) March 31, 2021 March 31, 2020 Net (loss) income per share - basic: Net (loss) income $ (11,267) $ 17,576 Less: undistributed earnings to participating securities — (12,084) Net (loss) income attributed to common shareholders $ (11,267) $ 5,492 Weighted average shares for basic net (loss) income per share 10,034,970 5,039,695 Basic net (loss) income per share $ (1.12) $ 1.09 Net (loss) income per share - diluted: Net (loss) income attributed to common shareholders $ (11,267) $ 5,492 Weighted average shares for basic net (loss) income per share 10,034,970 5,039,695 Effect of dilutive securities: Stock options and restricted stock units — 361 Weighted average shares for diluted net (loss) income per share 10,034,970 5,040,056 Diluted net (loss) income per share $ (1.12) $ 1.09 The following outstanding shares of common stock equivalents were excluded from the computations of diluted net income (loss) per share of common stock attributable to common stockholders for the periods presented as the effect of including such securities would be anti-dilutive. March 31, 2021 March 31, 2020 Common Stock Equivalents: Number of Shares Redeemable convertible series 1 preferred stock 452,000 — Warrants to purchase common stock 11,616,080 — Private placement option 9,675,000 9,675,000 Options to purchase common stock 1,400,470 1,051,665 Unvested shares of restricted stock units 262,010 4,334 Total common stock equivalents 23,405,560 10,730,999 New Accounting Requirements and Disclosures Fair Value Measurement In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, which modifies fair value disclosures and removes some disclosure requirements for both public and private companies. In addition, public companies are subject to some new disclosure requirements which requires to disclose the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. ASU No. 2018-13 is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. The Company adopted the standard effective January 1, 2020 with no material effect on its financial statements. Financial Instruments – Credit Losses In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires the measurement of all expected credit losses for financial assets including trade receivables held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. ASU No. 2016-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted the standard effective January 1, 2020 with no material effect on its financial statements. Subsequent to the issuance of ASU 2016-13, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses . This ASU does not change the core principle of the guidance in ASU 2016-13, instead these amendments are intended to clarify and improve operability of certain topics included within the credit losses guidance. The FASB also subsequently issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Derivatives and Hedging (Topic 815), and Financial Instruments (Topic 842) , which did not change the core principle of the guidance in ASU 2016-13 but clarified that expected recoveries of amounts previously written off and expected to be written off should be included in the valuation account and should not exceed amounts previously written off and expected to be written off. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019 for public business entities, excluding smaller reporting companies. Early adoption is permitted. As a smaller reporting company, the guidance will be effective for the Company during the first quarter of 2023. The Company is in the process of assessing the impact adoption will have on its consolidated financial statements. Income Taxes In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) . The guidance eliminates certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. This guidance also includes guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. ASU 2019-12 is effective for annual and interim periods in fiscal years beginning after December 15, 2019. The Company adopted the standard effective January 1, 2020 with no material effect on its financial statements. Investments In January 2020, the FASB issued Accounting Standards Update No. 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the Emerging Issues Task Force) , which clarifies the interaction of the accounting for equity securities, investments accounted for under the equity method, and certain forward contracts and purchased options. This update is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years, and early adoption is permitted. The Company is in the process of determining the impact the adoption will have on its consolidated financial statements as well as whether to early adopt the new guidance. |
FAIR VALUE MEASUREMENTS AND INV
FAIR VALUE MEASUREMENTS AND INVESTMENT SECURITIES | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS AND INVESTMENT SECURITIES | FAI R VALU E MEASUREMENTS AND INVESTMENT SECURITIES Investment Securities The following table presents the Company’s investment securities (including, if applicable, those classified on the Company’s balance sheet as cash equivalents) that are measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020: Fair Value at March 31, 2021 Fair Value at December 31, 2020 (in thousands) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Cash equivalents: Money market funds and treasury bills $ 20,473 $ — $ — $ 27,463 $ — $ — Total cash equivalents $ 20,473 $ — $ — $ 27,463 $ — $ — As of March 31, 2021 and December 31, 2020, $1.5 million of restricted cash on the Company's balance sheet is held in a money market fund. Money market funds, U.S. Treasury, U.S. government agency-backed securities, corporate debt securities and municipal bonds are valued based on various observable inputs such as benchmark yields, reported trades, broker/dealer quotes, benchmark securities and bids. Warrant Derivative Liability and Private Placement Option Liability The Company's financial liabilities recorded at fair value on a recurring basis include the fair values of the warrant derivative liability and the private placement option liability. As of March 31, 2021, the fair values of the warrant derivative liability and the private placement option liability are classified as current liabilities in the accompanying condensed consolidated balance sheets. These liabilities will be shown as current liabilities on the balance sheet when it is deemed more probable than not by management to be exercised within one year. Inputs used to determine estimated fair value (Level 3) of the warrants include the fair value of the underlying stock relative to the warrant exercise price at the valuation measurement date, volatility of the price of the underlying stock, the expected term of the warrants, and risk-free interest rates. The fair value of the warrants has been estimated with the following weighted-average assumptions, including the most sensitive input, volatility: March 31, 2021 December 31, 2020 Risk-free interest rate 0.99% 0.46% Volatility 95.00% 90.00% Expected term (years) 5.39 5.64 Inputs used to determine estimated fair value (Level 3) of the private placement option include the fair value of the underlying stock relative to the preferred share conversion price and warrant exercise price at the valuation measurement date, volatility of the price of the underlying stock, the expected term of the call option on the preferred shares and expected term of the warrants, and risk-free interest rates. The fair value of the private placement option has been estimated with the following weighted-average assumptions, including the most sensitive input, volatility: March 31, 2021 December 31, 2020 Risk-free interest rate 1.50 % 0.77 % Volatility 95.00 % 90.00 % Expected term (years) 7.00 7.00 The following table provides the warrant derivative and private placement option reported at fair value and measured on a recurring basis: Fair Value at March 31, 2021 Fair Value at December 31, 2020 (in thousands) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Warrant derivative liability $ — $ — $ 11,863 $ — $ — $ 10,345 Private placement option liability — — 8,622 — — 7,803 Total fair value $ — $ — $ 20,485 $ — $ — $ 18,148 The ending balance of the Level 3 financial instruments presented above represents the Company's best estimate of valuation and may not be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
LEASES | LEASES The Company determines whether an arrangement is a lease at its inception. Operating leases relate primarily to office space and manufacturing facilities with remaining lease terms of one year to seven years, some of which include options to extend the lease term for up to five years. Management considered the options in determining the lease term used to establish the Company's ROU assets and lease liabilities. As most of the Company's leases do not provide an implicit rate, the Company's incremental borrowing rate based on the information available at lease commencement date was used to determine the present value of lease payments. Components of lease cost are as follows: Three Months Ended (in thousands) March 31, 2021 March 31, 2020 Finance lease cost: Amortization of leased asset $ 10 $ 18 Interest on lease liabilities 4 6 Operating lease cost 54 305 Short-term lease cost 52 34 Total lease cost $ 120 $ 363 |
PUBLIC OFFERING AND PRIVATE PLA
PUBLIC OFFERING AND PRIVATE PLACEMENT | 3 Months Ended |
Mar. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | |
PUBLIC OFFERING AND PRIVATE PLACEMENT | PUBLIC OFFERING AND PRIVATE PLACEMENT November 2020 Underwritten Offering In November 2020, the Company closed an underwritten offering of 1,040,000 shares of its common stock, pre-funded warrants to purchase 3,109,378 shares of its common stock, and accompanying common warrants to purchase up to an aggregate of 4,149,378 shares of its common stock. Each share of common stock and pre-funded warrant to purchase one share of common stock was sold together with a common warrant to purchase one share of common stock. The public offering price of each share of common stock and accompanying common warrant was $6.025 and $6.024 for each pre-funded warrant. The pre-funded warrants were immediately exercisable at a price of $0.001 per share of common stock. The common warrants were immediately exercisable at an exercise price of $6.50 per share of common stock and will expire five years from the date of issuance. The shares of common stock and pre-funded warrants, and the accompanying common warrants, were issued separately and were immediately separable upon issuance. The gross proceeds to the Company were approximately $25.0 million before deducting underwriting discounts and commissions and other offering expenses. August 2019 Public Offering On August 16, 2019, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the “Underwriters”), relating to an underwritten public offering (the “Offering”) of 575,000 shares of the Series 1 Redeemable Convertible Non-Voting Preferred Stock of the Company (the “Series 1 Preferred Stock”) and warrants (the “Public Warrants”) to purchase up to 5,750,000 shares of its common stock. Each share of Series 1 Preferred Stock was being sold together with a warrant to purchase 10 shares of common stock at a combined price to the public of $100.00. Under certain circumstances, each warrant to purchase 10 shares of common stock will be exercisable, at the irrevocable election of the holder, for one share of Series 1 Preferred Stock. The offering closed on August 21, 2019, and the net proceeds to the Company from the Offering was approximately $53.8 million after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, and excluding any proceeds that the Company may receive upon exercise of the Public Warrants. All of the Public Warrants sold in the Offering have an exercise price of $13.00 per share of common stock or, in certain circumstances, for $130.00 per share of Series 1 Preferred Stock, subject to proportional adjustments in the event of stock splits or combinations or similar events. The Public Warrants will be immediately exercisable upon issuance, provided that the holder will be prohibited, subject to certain exceptions, from exercising a warrant for shares of common stock to the extent that immediately prior to or after giving effect to such exercise, the holder, together with its affiliates and other attribution parties, would own more than 9.99% of the total number of shares of common stock then issued and outstanding, which percentage may be changed at the holder’s election to a lower percentage at any time or to a higher percentage not to exceed 19.99% upon 61 days’ notice to the Company. The Public Warrants will expire on August 21, 2026, unless exercised prior to that date. No shares have been exercised as of the balance sheet date. Private Placement On August 16, 2019, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain institutional investors named therein (the “Purchasers”), pursuant to which the Company has agreed to issue in a private placement (i) 350,000 shares of its Series 2 Redeemable Convertible Non-Voting Preferred Stock (the “Series 2 Preferred Stock”), at a purchase price of $100.00 per share, and related warrants (the “Private Warrants”) to purchase up to 2,800,000 shares of common stock at an exercise price of $10.00 per share, and (ii) 250,000 shares of its Series 3 Redeemable Convertible Non-Voting Preferred Stock (the “Series 3 Preferred Stock” and, together with the Series 1 Preferred Stock and Series 2 Preferred Stock, the “Preferred Stock”), at a purchase price of $140.00 per share, and related warrants (also, “Private Warrants”) to purchase up to 875,000 shares of common stock at an exercise price of $14.00 per share. The purchase and sale of the securities issuable under the private placement agreement may occur in two or more separate closings, each to be conducted at the Purchasers’ discretion within five days’ notice to the Company. The purchase and sale were subject to the Company’s obtaining stockholder approval for additional authorized shares of Common Stock or a reverse stock split (the “Required Stockholder Approval”), which occurred in the first quarter of 2020. The right of the Purchasers to purchase such securities will expire two and a half years after the Required Stockholder Approval, on June 15, 2022, with respect to the Series 2 Preferred Stock, and three years after such stockholder approval, on January 15, 2023, with respect to the Series 3 Preferred Stock, if not exercised prior to that date. No shares have been exercised as of the balance sheet date. The Company received $11.2 million in option proceeds, net of offering costs, upon the execution of the Securities Purchase Agreement. Total offering costs incurred by the Company related to the Public Warrants, Private Warrants and options amounted to $3.0 million. The following table reflects the fair value roll forward reconciliation of the warrant derivative and private placement option liabilities for the period ended March 31, 2021: (in thousands) Warrant Derivative Liability Private Placement Option Liability Total Balance, December 31, 2020 $ 10,345 $ 7,803 $ 18,148 Change in fair value 1,518 819 2,337 Balance, March 31, 2021 $ 11,863 $ 8,622 $ 20,485 |
REDEEMABLE CONVERTIBLE PREFERRE
REDEEMABLE CONVERTIBLE PREFERRED STOCK | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
REDEEMABLE CONVERTIBLE PREFERRED STOCK | REDEEMABLE CONVERTIBLE PREFERRED STOCK In August 2019, the Company sold Series 1 Preferred Stock pursuant to the Offering. The Company has 10,000,000 authorized shares of preferred stock with a par value of $0.01, of which the Company has designated 1,517,500 shares as Series 1 redeemable convertible non-voting preferred stock, 350,000 shares as Series 2 redeemable convertible non-voting preferred stock and 250,000 shares as Series 3 redeemable convertible non-voting preferred stock. There were 452,000 shares of Series 1 preferred stock issued and outstanding as of March 31, 2021. There were no shares of Series 2 or 3 preferred stock issued and outstanding as of March 31, 2021. As of March 31, 2021, the Company classified the Series 1 Preferred Stock as mezzanine equity, as the Series 1 Preferred Stock is redeemable at the option of the holders upon passage of time, which is outside of the Company’s control to prevent. The Series 1 Preferred Stock is not currently redeemable and is only redeemable upon a fundamental change in a redemption price. The Company does not believe a fundamental change is considered probable until it occurs. Subsequent adjustment of the amount presented in mezzanine equity to its redemption amount is unnecessary if it is not probable that the instrument will become redeemable. As (i) the Series 1 Preferred Stock is only redeemable upon a fundamental change, the occurrence of which is not probable, and (ii) the occurrence of Transition Date (defined below) is probable, the Company did not accrete the Series 1 Preferred Stock to its redemption amount. Optional Conversion Each share of Preferred Stock is initially convertible into 10 shares of Common Stock. The conversion price at which Preferred Stock may be converted into shares of common stock, is subject to adjustment in connection with certain specified events. Redemption Until the applicable Transition Date (defined below), at any time on or after the date that is the fifth (5th) anniversary of the initial issue date of the applicable series of preferred stock, all or any portion of the preferred stock is redeemable at the option of the holder at a redemption price of $100.00 per share (for Series 1 and Series 2 Preferred Stock) and $140.00 per share (for Series 3 Preferred Stock). The “Transition Date” means: • With respect to the Series 1 preferred stock, the first date following August 21, 2021, on which each of the Conditions (as defined below) is met (the “Series 1 Transition Date”); • With respect to the Series 2 preferred stock, the first date following the six-month anniversary of the Series 1 Transition Date on which each of the Conditions is met (the “Series 2 Transition Date”); and • With respect to the Series 3 preferred stock, the first date following the six-month anniversary of the Series 2 Transition Date on which each of the Conditions is met. The “Conditions” mean: (1) the closing price of the Company’s common stock has been equal to or exceeded $25.00 per share for 180 calendar days (for determining if the Conditions are met for the Series 1 preferred stock and Series 2 preferred stock) and $35.00 per share (for the Series 3 preferred stock) for 180 calendar days; (2) the 50-day average trading volume of the Company’s common stock on the Nasdaq stock market is greater than 50,000 shares; and (3) a Phase 3 or Phase 2 pivotal clinical trial for one of the Company’s CAR T product candidates has been initiated, meaning that at least one clinical trial site has been activated. Dividends Shares of Preferred Stock will be entitled to receive dividends equal to (on an as-if-converted-to-common stock basis), and in the same form and manner as, dividends actually paid on shares of common stock. Liquidation Until the applicable Transition Date, in the event of a liquidation, dissolution, winding up or deemed liquidation, holders of the Preferred Stock will receive a payment equal to the applicable per share purchase price of their Preferred Stock before any proceeds are distributed to the holders of Common Stock. The liquidation preferences, protective voting provisions and redemption rights of the Preferred Stock will terminate upon the occurrence of certain events. Voting Shares of Preferred Stock will generally have no voting rights, except to the extent expressly provided in the Company’s certificate of incorporation or as otherwise required by law. |
SHARE-BASED COMPENSATION PLANS
SHARE-BASED COMPENSATION PLANS | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION PLANS | SHARE-BASED COMPENSATION PLANS Share-Based Compensation Plans The Company has five share-based compensation plans, including the 2019 Equity Incentive Plan (the “2019 Plan”) which was adopted in June 2019. Each plan authorizes the granting of shares of common stock and options to purchase common stock to employees and directors of the Company, as well as non-employee consultants, and allows the holder of the option to purchase common stock at a stated exercise price. The only plan under which the Company may currently grant equity awards is the 2019 Plan although there remain outstanding awards under the other four plans. Options vest according to the terms of the grant, which may be immediately or based on the passage of time, generally over four years, and have a term of up to 10 years. Unexercised stock options terminate on the expiration date of the grant. The Company recognizes the share-based compensation expense over the requisite service period of the individual grantees, which generally equals the vesting period. 2019 Equity Incentive Plan The 2019 Plan is designed to secure and retain the services of the Company’s employees and directors. The 2019 Plan is successor to and continuation of the 2014 Equity Incentive Plan, as amended, the (“2014 Plan”), and no additional awards may be issued from the 2014 Plan. Subject to adjustment for certain changes in the Company’s capitalization, the aggregate number of shares of common stock that may be issued under the 2019 Plan (the “Share Reserve”) will not exceed the sum of (i) 250,000 new shares, plus (ii) an additional 600,000 shares that were approved at the Company’s Special Meeting of Stockholders in January 2020, (iii) an additional 500,000 shares that were approved at the Company's Annual Meeting of Stockholders in June 2020, and plus (iii) the Prior Plans’ Returning Shares, as defined in the 2019 Plan documents, in an amount not to exceed 600,540 shares, including any stock award granted under the 2014 Plan, 2011 Stock Option Plan, as amended, or 2006 Stock Option Plan, as amended, that were outstanding as of the date the 2019 Plan was approved by the Company's stockholders, as such shares become available from time to time. The following shares of common stock (the “2019 Plan Returning Shares”) will also become available again for issuance under the 2019 Plan: (i) any shares subject to a stock award granted under the 2019 Plan that are not issued because such stock award expires or otherwise terminates without all of the shares covered by such stock award having been issued; (ii) any shares subject to a stock award granted under the 2019 Plan that are not issued because such stock award is settled in cash; and (iii) any shares issued pursuant to a stock award granted under the 2019 Plan that are forfeited back to or repurchased by the Company because of a failure to vest. The 2019 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, and other stock awards. The following table summarizes the stock option activity for all stock plans during the three months ended March 31, 2021: Options and Inducement Awards Outstanding at December 31, 2020 1,510,968 Granted 104,000 Exercised — Forfeited (214,498) Outstanding at March 31, 2021 1,400,470 Exercisable at March 31, 2021 350,101 The following table summarizes the restricted stock unit award activity for all stock plans during the three months ended March 31, 2021: Restricted Stock Unit Awards Outstanding at Outstanding at December 31, 2020 129,861 Granted 135,251 Vested (596) Forfeited (2,506) Outstanding at March 31, 2021 262,010 2014 Employee Stock Purchase Plan The 2014 Employee Stock Purchase Plan (the “ESPP”) provides for eligible Company employees, as defined by the ESPP, to be given an opportunity to purchase the Company's common stock at a discount, through payroll deductions, with stock purchases being made upon defined purchase dates. The ESPP authorizes the issuance of up to 55,000 shares of the Company’s common stock to participating employees and allows eligible employees to purchase shares of common stock at a 15% discount from the lesser of the grant date or purchase date fair market value. There were no shares purchased by employees under the ESPP in either of the three months ended March 31, 2021 and 2020. A summary of activity within the ESPP follows: Three Months Ended (in thousands) March 31, 2021 March 31, 2020 Deductions from employees $ — $ 64 Share-based compensation expense recognized — 25 Remaining share-based compensation expense — 157 The ESPP has been suspended since December, 2020, resulting in the inactivity during the first quarter. As of March 31, 2021, there were 18,488 shares available for issuance under the ESPP. Share-Based Compensation Expense The fair value of option grants is determined using the Black-Scholes option-pricing model and has been estimated with the following weighted-average assumptions: Three Months Ended March 31, 2021 March 31, 2020 Risk-free interest rate 0.90 % 1.40 % Volatility 90.67 % 80.69 % Expected life (years) 5.64 6.08 Expected dividend yield — — Share-based compensation expense by classification for the three months ended March 31, 2021 and 2020 are as follows: Three Months Ended (in thousands) March 31, 2021 March 31, 2020 Research and development $ 263 $ 548 General and administrative 640 775 Total $ 903 $ 1,323 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Co-Development and Co-Commercialization Agreement - Adaptimmune Therapeutics plc On December 16, 2016, the Company entered into a Co-Development and Co-Commercialization Agreement with and Adaptimmune Therapeutics plc (“Adaptimmune”) in order to facilitate a staged collaboration to evaluate, develop and commercialize next generation T cell therapies. Under the Agreement, the parties agreed to evaluate the Company’s GoTCR technology (inducible MyD88/CD40 co-stimulation, or “iMC”) with Adaptimmune’s affinity-optimized SPEAR® T cells for the potential to create enhanced TCR product candidates. Depending on results of the preclinical proof-of-concept phase, the parties expect to progress to a two-target co-development and co-commercialization phase. To the extent necessary, and in furtherance of the parties’ proof-of-concept and co-development efforts, the parties granted each other a royalty-free, non-transferable, non-exclusive license covering their respective technologies for purposes of facilitating such proof-of-concept and co-development efforts. In addition, as to covered therapies developed under the agreement, the parties granted each other a reciprocal exclusive license for the commercialization of such therapies. With respect to any joint commercialization of a covered therapy, the parties agreed to negotiate in good faith the commercially reasonable terms of a co-commercialization agreement. The parties also agreed that any such agreement shall provide for, among other things, equal sharing of the costs of any such joint commercialization and the calculation of profit shares as set forth in the Agreement. The Agreement will expire on a country-by-country basis once the parties cease commercialization of the T cell therapies covered by the Agreement, unless earlier terminated by either party for material breach, non-performance or cessation of development, bankruptcy/insolvency, or failure to progress to co-development phase. License Agreement - Baylor In March 2016, the Company and Baylor College of Medicine (“BCM”) entered into two additional license agreements pursuant to which the Company obtained exclusive rights to technologies and patent rights owned by BCM. The Company paid BCM a nonrefundable license fee of $100,000 and could incur additional payments upon the achievement of certain milestone events as set forth in the agreement. If the Company is successful in developing any of the licensed technologies, resulting sales would be subject to a royalty payment in the low single digits. License Agreement - Agensys, Inc. On December 10, 2015, the Company and Agensys, Inc. (“Agensys”), entered into a license agreement (the “Agensys Agreement”), pursuant to which (i) Agensys granted the Company, within the field of cell and gene therapy of diseases in humans, an exclusive, worldwide license and sublicense to its patent rights directed to prostate stem cell antigen 1 (“PSCA”) and related antibodies, and (ii) the Company granted Agensys a non-exclusive, fully paid license to the Company’s patents directed to inventions that were made by the Company in the course of developing the Company’s licensed products, solely for use with Agensys therapeutic products containing a soluble antibody that binds to PSCA or, to the extent not based upon the Company’s other proprietary technology, to non-therapeutic applications of antibodies not used within the field. As consideration for the rights granted to the Company under the Agreement, the Company agreed to pay to Agensys a non-refundable upfront fee of $3.0 million, which was included in license fee expense. The Company is also required to make aggregate milestone payments to Agensys of up to (i) $5.0 million upon the first achievement of certain specified clinical milestones for its licensed products, (ii) $50.0 million upon the achievement of certain specified clinical milestones for each licensed product, and (iii) $75.0 million upon the achievement of certain sales milestones for each licensed product. The Agreement additionally provides that the Company will pay to Agensys a royalty that ranges from the mid to high single digits based on the level of annual net sales of licensed products by the Company, its affiliates or permitted sublicensees. The royalty payments are subject to reduction under specified circumstances. These milestone and royalty payments will be expensed as incurred. Under the Agreement, Agensys also was granted the option to obtain an exclusive license, on a product-by-product basis, from the Company to commercialize in Japan each licensed product developed under the Agensys Agreement that has completed a phase 2 clinical trial. As to each such licensed product, if Agensys or its affiliate, Astellas Pharma, Inc., exercises the option, the Agensys Agreement provides that the Company will be paid an option exercise fee of $5.0 million. In addition, the Agensys Agreement provides that the Company will be paid a royalty that ranges from the mid to high single digits based on the level of annual net sales in Japan of each such licensed product. If the option is exercised, the aggregate milestone payments payable by the Company to Agensys, described above with respect to each licensed product, would be reduced by up to an aggregate of $65.0 million upon the achievement of certain specified clinical and sales milestones. The Agensys Agreement will terminate upon the expiration of the last royalty term for the products covered by the Agensys Agreement, which is the earlier of (i) the date of expiration or abandonment of the last valid claim within the licensed patent rights covering any licensed products under the Agreement, (ii) the expiration of regulatory exclusivity as to a licensed product, and (iii) 10 years after the first commercial sale of a licensed product. Either party may terminate the Agensys Agreement upon a material breach by the other party that remains uncured following 60 days after the date of written notice of such breach (or 30 days if such material breach is related to failure to make payment of amounts due under the Agensys Agreement) or upon certain insolvency events. In addition, Agensys may terminate the Agensys Agreement immediately upon written notice to the Company if the Company or any of its affiliates or permitted sublicensees commences an interference proceeding or challenges the validity or enforceability of any of Agensys’ patent rights. License Agreement - BioVec On June 10, 2015, the Company and BioVec Pharma, Inc. (“BioVec”) entered into a license agreement (the “BioVec Agreement”) pursuant to which BioVec agreed to supply the Company with certain proprietary cell lines and granted to the Company a non-exclusive, worldwide license to certain of its patent rights and related know-how related to such proprietary cell lines. As consideration for the products supplied and rights granted to the Company under the BioVec Agreement, the Company agreed to pay to BioVec an upfront fee of $100,000 within ten ten Litigation |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Takeda Supply Agreement On May 4, 2021, the Company entered a multi-year supply agreement with Takeda Development Center Americas, Inc. (Takeda). The Company is expecting revenue of $0.7 million in 2021, with the possibility of additional revenue from sales in future periods. Compliance with NASDAQ Listing Rules On May 5, 2021, the Company was notified by The Nasdaq Stock Market LLC, or Nasdaq, that the Company was in breach of Listing Rule 5450(b)(2)(A), or the Market Value Rule, for continued listing on The Nasdaq Capital Market because the market value of our listed securities for 30 consecutive business days had been less than $35 million. In accordance with Nasdaq |
ORGANIZATION, BASIS OF PRESEN_2
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of PresentationThe accompanying unaudited condensed financial statements have been prepared in conformity with the authoritative U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”). |
Use of Estimates | Use of Estimates The preparation of the interim condensed consolidated financial statements in accordance with GAAP requires management to make certain estimates and judgments that affect the reported amounts of assets, liabilities, and expenses. Actual results could differ from those estimates. |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The Company considers all short-term, highly liquid investments with maturity of three months or less from the date of purchase and that can be liquidated without prior notice or penalty, to be cash equivalents. |
Warrant Derivatives | Warrant Derivatives Freestanding warrants are classified as liabilities in the accompanying condensed consolidated balance sheets as they are exercisable for multiple underlying instruments that are potentially redeemable. The Company accounts for these warrants at fair value on the date of issuance and are subject to re-measurement to fair value at each balance sheet date. Any change in fair value is recognized as a component of other income (expense) on the accompanying condensed consolidated statements of operations and comprehensive (loss) income. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrants or a change in control, as defined. The warrants are freely exercisable at any time from the issuance date until the expiration date, provided exercise does not cause a warrant holder to exceed a pre-determined beneficial ownership limit. The Company estimates the fair value of these liabilities using the Black-Scholes valuation technique which utilizes assumptions including (i) the fair value of the underlying stock at the valuation measurement date, (ii) volatility of the price of the underlying stock, (iii) the expected term, and (iv) risk-free interest rates. |
Private Placement Option | P rivate Placement Option The Company has entered into a security purchase agreement that contains a call option on preferred shares that are puttable outside the control of the Company. The Company recorded the option as a liability and measured the fair value of the option at the time of issuance. The Company will re-measure the option to fair value at each balance sheet date and record changes in fair value in other income (expense) in the accompanying condensed consolidated statement of operations and comprehensive income (loss) at each reporting period. Offering expenses arising from the issuance of the private placement option were expensed as incurred. The Company estimates the fair value of these liabilities using a binomial lattice model, which utilizes assumptions including (i) the fair value of the underlying stock at the valuation measurement date, (ii) volatility of the price of the underlying stock, (iii) the expected term, and (iv) risk-free interest rates. |
Preferred Stock | Preferred Stock Preferred shares issued by the Company that are subject to mandatory redemption are classified as liability instruments in the accompanying condensed consolidated balance sheets and are measured at fair value at the date of issuance. Conditionally redeemable preferred shares (including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified within mezzanine equity in the accompanying condensed consolidated balance sheets. At all other times, preferred shares are classified within stockholders’ deficit. |
Operating Leases | Operating Leases At the inception of a contractual arrangement, the Company determines whether the contract contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, upon lease commencement, the Company records a lease liability which represents the Company’s obligation to make lease payments arising from the lease, and a corresponding right-of-use (“ROU”) asset which represents the Company’s right to use an underlying asset during the lease term. Operating leases are recognized as ROU assets and operating lease liabilities on the balance sheet based on the present value of the future minimum lease payments over the lease term at commencement date calculated using the Company's incremental borrowing rate applicable to the underlying asset unless the implicit rate is readily determinable. Any lease incentives received are deferred and recorded as a reduction of the ROU asset and amortized over the term of the lease. Rent expense, comprised of amortization of the ROU asset and the implicit interest accreted on the operating lease liability, is recognized on a straight-line basis over the lease term. The Company determines the lease term as the noncancellable period of the lease and may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Leases with a term of 12 months or less are not recognized on the balance sheets. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in an orderly transaction between market participants in a principal market on the measurement date. Accounting standards include disclosure requirements around fair values used for certain financial instruments and establish a fair value hierarchy. The three-tier hierarchy defines a three-tiered valuation hierarchy for disclosures that prioritizes valuation inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market, as described further in Note 2. Observable inputs reflect readily obtainable data from independent sources, and unobservable inputs reflect the Company’s market assumptions. These inputs are classified into the following hierarchy: Level 1 Inputs - quoted prices (unadjusted) in active markets for identical assets that the reporting entity has the ability to access at the measurement date; Level 2 Inputs - inputs other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly; and Level 3 Inputs - unobservable inputs for the assets. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company believes the recorded values of its financial instruments, including cash and cash equivalents, accounts payable, and accrued liabilities approximate their fair values due to the short-term nature of these instruments. |
Financial Instruments and Credit Risks | Financial Instruments and Credit Risks Financial instruments that potentially subject the Company to credit risk include cash and cash equivalents and accounts receivable. Cash is deposited in demand accounts in federally insured domestic institutions to minimize risk. Insurance is provided through the Federal Deposit Insurance Corporation and Security Investor Protection Corporation. Although the balances in these accounts exceed the federally insured limit from time to time, the Company has not incurred losses related to these deposits. |
Equity Issuance Costs | Equity Issuance Costs Equity issuance costs represent costs paid to third parties in order to obtain equity financing. The costs related to preferred and common stock have been netted against the proceeds of the equity issuances. |
Net Loss and Net Loss per Share of Common Stock Attributable to Common Stockholders | Net Income (Loss) per Share of Common Stock Attributable to Common Stockholders Basic and diluted net (loss) income per share attributable to common stockholders is based on the more dilutive method of either the two-class method or the treasury stock method. Basic net (loss) income per share attributable to common stockholders is calculated by dividing the net (loss) income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period without consideration for common stock equivalents. Undistributed earnings allocated to participating securities are subtracted from net income in determining net income attributable to common stockholders. Diluted net (loss) income per share gives effect to dilutive stock options, warrants and other potentially dilutive common stock equivalents outstanding during the period, assuming the exercise of all “in-the-money” common stock equivalents based on the average market price during the period. For warrants that are recorded as a liability in the accompanying condensed consolidated balance sheets, the calculation of diluted loss per share requires that, to the extent the average market price of the underlying shares for the reporting period exceeds the exercise price of the warrants and the presumed exercise of the warrants is dilutive to loss per share for the period, an adjustment is made to net loss used in the calculation to remove the change in fair value of the warrants from the numerator for the period. Likewise, an adjustment to the denominator is required to reflect the related dilutive shares, if any, under the treasury stock method. The following table sets forth the computation of basic and diluted earnings per share: (in thousands, except share and per share amounts) March 31, 2021 March 31, 2020 Net (loss) income per share - basic: Net (loss) income $ (11,267) $ 17,576 Less: undistributed earnings to participating securities — (12,084) Net (loss) income attributed to common shareholders $ (11,267) $ 5,492 Weighted average shares for basic net (loss) income per share 10,034,970 5,039,695 Basic net (loss) income per share $ (1.12) $ 1.09 Net (loss) income per share - diluted: Net (loss) income attributed to common shareholders $ (11,267) $ 5,492 Weighted average shares for basic net (loss) income per share 10,034,970 5,039,695 Effect of dilutive securities: Stock options and restricted stock units — 361 Weighted average shares for diluted net (loss) income per share 10,034,970 5,040,056 Diluted net (loss) income per share $ (1.12) $ 1.09 |
New Accounting Requirements and Disclosures | New Accounting Requirements and Disclosures Fair Value Measurement In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, which modifies fair value disclosures and removes some disclosure requirements for both public and private companies. In addition, public companies are subject to some new disclosure requirements which requires to disclose the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. ASU No. 2018-13 is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. The Company adopted the standard effective January 1, 2020 with no material effect on its financial statements. Financial Instruments – Credit Losses In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires the measurement of all expected credit losses for financial assets including trade receivables held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. ASU No. 2016-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted the standard effective January 1, 2020 with no material effect on its financial statements. Subsequent to the issuance of ASU 2016-13, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses . This ASU does not change the core principle of the guidance in ASU 2016-13, instead these amendments are intended to clarify and improve operability of certain topics included within the credit losses guidance. The FASB also subsequently issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Derivatives and Hedging (Topic 815), and Financial Instruments (Topic 842) , which did not change the core principle of the guidance in ASU 2016-13 but clarified that expected recoveries of amounts previously written off and expected to be written off should be included in the valuation account and should not exceed amounts previously written off and expected to be written off. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019 for public business entities, excluding smaller reporting companies. Early adoption is permitted. As a smaller reporting company, the guidance will be effective for the Company during the first quarter of 2023. The Company is in the process of assessing the impact adoption will have on its consolidated financial statements. Income Taxes In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) . The guidance eliminates certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. This guidance also includes guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. ASU 2019-12 is effective for annual and interim periods in fiscal years beginning after December 15, 2019. The Company adopted the standard effective January 1, 2020 with no material effect on its financial statements. Investments In January 2020, the FASB issued Accounting Standards Update No. 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the Emerging Issues Task Force) |
ORGANIZATION, BASIS OF PRESEN_3
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Cash, Cash Equivalents and Restricted Cash, Reconciliation | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the balance sheets that sum to the total of the same such amounts shown in the statements of cash flows. (in thousands) March 31, 2021 December 31, 2020 Cash and cash equivalents $ 28,082 $ 35,495 Restricted cash 1,501 1,501 Total cash, cash equivalents and restricted cash shown in the statements of cash flows $ 29,583 $ 36,996 |
Accrued Expenses and Other Liabilities | Accrued expenses and other liabilities consist of the following: (in thousands) March 31, 2021 December 31, 2020 Accrued payroll $ 255 $ 1,029 Accrued patient treatment costs 1,345 899 Accrued manufacturing costs 24 24 Accrued professional services 404 294 Accrued lease termination fee 895 — Accrued other 2,197 1,919 Total accrued expenses and other current liabilities $ 5,120 $ 4,165 |
Earnings Per Share, Potentially Dilutive Securities | The following table sets forth the computation of basic and diluted earnings per share: (in thousands, except share and per share amounts) March 31, 2021 March 31, 2020 Net (loss) income per share - basic: Net (loss) income $ (11,267) $ 17,576 Less: undistributed earnings to participating securities — (12,084) Net (loss) income attributed to common shareholders $ (11,267) $ 5,492 Weighted average shares for basic net (loss) income per share 10,034,970 5,039,695 Basic net (loss) income per share $ (1.12) $ 1.09 Net (loss) income per share - diluted: Net (loss) income attributed to common shareholders $ (11,267) $ 5,492 Weighted average shares for basic net (loss) income per share 10,034,970 5,039,695 Effect of dilutive securities: Stock options and restricted stock units — 361 Weighted average shares for diluted net (loss) income per share 10,034,970 5,040,056 Diluted net (loss) income per share $ (1.12) $ 1.09 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following outstanding shares of common stock equivalents were excluded from the computations of diluted net income (loss) per share of common stock attributable to common stockholders for the periods presented as the effect of including such securities would be anti-dilutive. March 31, 2021 March 31, 2020 Common Stock Equivalents: Number of Shares Redeemable convertible series 1 preferred stock 452,000 — Warrants to purchase common stock 11,616,080 — Private placement option 9,675,000 9,675,000 Options to purchase common stock 1,400,470 1,051,665 Unvested shares of restricted stock units 262,010 4,334 Total common stock equivalents 23,405,560 10,730,999 |
FAIR VALUE MEASUREMENTS AND I_2
FAIR VALUE MEASUREMENTS AND INVESTMENT SECURITIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets Measured at Fair Value on a Recurring Basis | The following table presents the Company’s investment securities (including, if applicable, those classified on the Company’s balance sheet as cash equivalents) that are measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020: Fair Value at March 31, 2021 Fair Value at December 31, 2020 (in thousands) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Cash equivalents: Money market funds and treasury bills $ 20,473 $ — $ — $ 27,463 $ — $ — Total cash equivalents $ 20,473 $ — $ — $ 27,463 $ — $ — The following table provides the warrant derivative and private placement option reported at fair value and measured on a recurring basis: Fair Value at March 31, 2021 Fair Value at December 31, 2020 (in thousands) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Warrant derivative liability $ — $ — $ 11,863 $ — $ — $ 10,345 Private placement option liability — — 8,622 — — 7,803 Total fair value $ — $ — $ 20,485 $ — $ — $ 18,148 |
Schedule of Derivative Liabilities at Fair Value | The fair value of the warrants has been estimated with the following weighted-average assumptions, including the most sensitive input, volatility: March 31, 2021 December 31, 2020 Risk-free interest rate 0.99% 0.46% Volatility 95.00% 90.00% Expected term (years) 5.39 5.64 The fair value of the private placement option has been estimated with the following weighted-average assumptions, including the most sensitive input, volatility: March 31, 2021 December 31, 2020 Risk-free interest rate 1.50 % 0.77 % Volatility 95.00 % 90.00 % Expected term (years) 7.00 7.00 The following table reflects the fair value roll forward reconciliation of the warrant derivative and private placement option liabilities for the period ended March 31, 2021: (in thousands) Warrant Derivative Liability Private Placement Option Liability Total Balance, December 31, 2020 $ 10,345 $ 7,803 $ 18,148 Change in fair value 1,518 819 2,337 Balance, March 31, 2021 $ 11,863 $ 8,622 $ 20,485 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Components of Lease Cost | Components of lease cost are as follows: Three Months Ended (in thousands) March 31, 2021 March 31, 2020 Finance lease cost: Amortization of leased asset $ 10 $ 18 Interest on lease liabilities 4 6 Operating lease cost 54 305 Short-term lease cost 52 34 Total lease cost $ 120 $ 363 |
PUBLIC OFFERING AND PRIVATE P_2
PUBLIC OFFERING AND PRIVATE PLACEMENT (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | |
Schedule of Derivative Liabilities at Fair Value | The fair value of the warrants has been estimated with the following weighted-average assumptions, including the most sensitive input, volatility: March 31, 2021 December 31, 2020 Risk-free interest rate 0.99% 0.46% Volatility 95.00% 90.00% Expected term (years) 5.39 5.64 The fair value of the private placement option has been estimated with the following weighted-average assumptions, including the most sensitive input, volatility: March 31, 2021 December 31, 2020 Risk-free interest rate 1.50 % 0.77 % Volatility 95.00 % 90.00 % Expected term (years) 7.00 7.00 The following table reflects the fair value roll forward reconciliation of the warrant derivative and private placement option liabilities for the period ended March 31, 2021: (in thousands) Warrant Derivative Liability Private Placement Option Liability Total Balance, December 31, 2020 $ 10,345 $ 7,803 $ 18,148 Change in fair value 1,518 819 2,337 Balance, March 31, 2021 $ 11,863 $ 8,622 $ 20,485 |
SHARE-BASED COMPENSATION PLANS
SHARE-BASED COMPENSATION PLANS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Option Activity | The following table summarizes the stock option activity for all stock plans during the three months ended March 31, 2021: Options and Inducement Awards Outstanding at December 31, 2020 1,510,968 Granted 104,000 Exercised — Forfeited (214,498) Outstanding at March 31, 2021 1,400,470 Exercisable at March 31, 2021 350,101 |
Restricted Stock Unit Activity | The following table summarizes the restricted stock unit award activity for all stock plans during the three months ended March 31, 2021: Restricted Stock Unit Awards Outstanding at Outstanding at December 31, 2020 129,861 Granted 135,251 Vested (596) Forfeited (2,506) Outstanding at March 31, 2021 262,010 |
ESPP Activity | A summary of activity within the ESPP follows: Three Months Ended (in thousands) March 31, 2021 March 31, 2020 Deductions from employees $ — $ 64 Share-based compensation expense recognized — 25 Remaining share-based compensation expense — 157 |
Valuation Assumptions | The fair value of option grants is determined using the Black-Scholes option-pricing model and has been estimated with the following weighted-average assumptions: Three Months Ended March 31, 2021 March 31, 2020 Risk-free interest rate 0.90 % 1.40 % Volatility 90.67 % 80.69 % Expected life (years) 5.64 6.08 Expected dividend yield — — |
Share-Based Compensation Expense by Classification | Share-based compensation expense by classification for the three months ended March 31, 2021 and 2020 are as follows: Three Months Ended (in thousands) March 31, 2021 March 31, 2020 Research and development $ 263 $ 548 General and administrative 640 775 Total $ 903 $ 1,323 |
ORGANIZATION, BASIS OF PRESEN_4
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Thousands | Mar. 15, 2021USD ($) | Apr. 14, 2020USD ($) | Feb. 05, 2020shares | Mar. 31, 2021USD ($)plansubsidiariesshares | Dec. 31, 2020USD ($)shares | Mar. 31, 2020USD ($) | Mar. 26, 2021USD ($) | Feb. 26, 2021USD ($) | Jun. 15, 2020shares | Jun. 14, 2020shares | Feb. 04, 2020shares | Dec. 31, 2019USD ($) |
Class of Stock [Line Items] | ||||||||||||
Number of wholly-owned subsidiaries formed | subsidiaries | 2 | |||||||||||
Number of reportable segments | plan | 1 | |||||||||||
Number of operating segments | plan | 1 | |||||||||||
Reverse stock split ratio | 0.1 | |||||||||||
Common stock, authorized (in shares) | shares | 40,000,000 | 80,000,000 | 80,000,000 | 80,000,000 | 40,000,000 | 200,000,000 | ||||||
Accumulated deficit | $ (552,014) | $ (540,747) | ||||||||||
Operating lease right-of-use assets | 0 | 645 | ||||||||||
Property and equipment, net | 63 | 189 | ||||||||||
Loss on lease termination | 464 | $ 0 | ||||||||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 29,583 | 36,996 | $ 75,494 | $ 93,816 | ||||||||
2130 W. Holcombe Blvd. | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Cash proceeds subject to escrow provisions | $ 1,500 | |||||||||||
Reed Road, Houston, TX | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Amount paid upon closing of asset sale | $ 1,100 | |||||||||||
Lease exit agreement, cash receivable | 900 | |||||||||||
Lease exist agreement, note receivable | $ 200 | |||||||||||
San Francisco Office Space | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Operating lease right-of-use assets | $ 600 | |||||||||||
Operating lease liability | 1,000 | |||||||||||
Lease termination fee | $ 900 | |||||||||||
Security deposit | $ 200 | |||||||||||
Loss on lease termination | $ 500 | |||||||||||
San Francisco Office Space | Equipment | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Operating lease right-of-use assets | $ 100 | |||||||||||
Disposal Group, Held-for-sale, Not Discontinued Operations | Research And Development Facility | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Operating lease right-of-use assets | 500 | |||||||||||
Property and equipment, net | 2,300 | |||||||||||
Operating lease liability | 700 | |||||||||||
Impairment Charge on Reclassified Assets | $ 1,300 |
ORGANIZATION, BASIS OF PRESEN_5
ORGANIZATION, BASIS OF PRESENTATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash Reconciliation (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 28,082 | $ 35,495 | ||
Restricted cash | 1,501 | 1,501 | ||
Total cash, cash equivalents and restricted cash shown in the statements of cash flows | $ 29,583 | $ 36,996 | $ 75,494 | $ 93,816 |
ORGANIZATION, BASIS OF PRESEN_6
ORGANIZATION, BASIS OF PRESENTATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued payroll | $ 255 | $ 1,029 |
Accrued patient treatment costs | 1,345 | 899 |
Accrued manufacturing costs | 24 | 24 |
Accrued professional services | 404 | 294 |
Accrued lease termination fee | 895 | 0 |
Accrued other | 2,197 | 1,919 |
Total accrued expenses and other current liabilities | $ 5,120 | $ 4,165 |
ORGANIZATION AND BUSINESS DESCR
ORGANIZATION AND BUSINESS DESCRIPTION - Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Net (loss) income per share - basic: | ||
Net (loss) income | $ (11,267) | $ 17,576 |
Less: undistributed earnings to participating securities | 0 | (12,084) |
Net (loss) income attributable to common shareholders | $ (11,267) | $ 5,492 |
Weighted average shares for basic net Loss) income per share (in shares) | 10,034,970 | 5,039,695 |
Basic net (loss) income per share (in USD per share) | $ (1.12) | $ 1.09 |
Net (loss) income per share - diluted: | ||
Net (loss) income attributed to common shareholders | $ (11,267) | $ 5,492 |
Weighted average shares for basic net Loss) income per share (in shares) | 10,034,970 | 5,039,695 |
Effect of dilutive securities: Stock options and restricted stock units (in shares) | 0 | 361 |
Weighted average shares for diluted net (loss) income per share (in shares) | 10,034,970 | 5,040,056 |
Diluted net (loss) income per share (in USD per share) | $ (1.12) | $ 1.09 |
ORGANIZATION, BASIS OF PRESEN_7
ORGANIZATION, BASIS OF PRESENTATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Anti-dilutive Shares Excluded From Earnings Per Share Calculations (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Total common stock equivalents (in shares) | 23,405,560 | 10,730,999 |
Redeemable convertible series 1 preferred stock | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Total common stock equivalents (in shares) | 452,000 | 0 |
Warrants to purchase common stock | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Total common stock equivalents (in shares) | 11,616,080 | 0 |
Private placement option | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Total common stock equivalents (in shares) | 9,675,000 | 9,675,000 |
Options to purchase common stock | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Total common stock equivalents (in shares) | 1,400,470 | 1,051,665 |
Unvested shares of restricted stock units | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Total common stock equivalents (in shares) | 262,010 | 4,334 |
FAIR VALUE OF MEASUREMENTS AND
FAIR VALUE OF MEASUREMENTS AND INVESTMENT SECURITIES - Assets Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Money market funds and treasury bills | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Restricted cash equivalents | $ 1,500 | $ 1,500 |
Level 1 | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Total cash equivalents | 20,473 | 27,463 |
Level 1 | Money market funds and treasury bills | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Total cash equivalents | 20,473 | 27,463 |
Level 2 | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Total cash equivalents | 0 | 0 |
Level 2 | Money market funds and treasury bills | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Total cash equivalents | 0 | 0 |
Level 3 | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Total cash equivalents | 0 | 0 |
Level 3 | Money market funds and treasury bills | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Total cash equivalents | $ 0 | $ 0 |
FAIR VALUE OF MEASUREMENTS AN_2
FAIR VALUE OF MEASUREMENTS AND INVESTMENT SECURITIES - Fair Value of Warrants (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Derivative [Line Items] | |||
Risk-free interest rate | 0.90% | 1.40% | |
Volatility | 90.67% | 80.69% | |
Expected life (years) | 5 years 7 months 20 days | 6 years 29 days | |
Warrant Derivative Liability | |||
Derivative [Line Items] | |||
Risk-free interest rate | 0.99% | 0.46% | |
Volatility | 95.00% | 90.00% | |
Expected life (years) | 5 years 4 months 20 days | 5 years 7 months 20 days | |
Private Placement Option Liability | |||
Derivative [Line Items] | |||
Risk-free interest rate | 1.50% | 0.77% | |
Volatility | 95.00% | 90.00% | |
Expected life (years) | 7 years | 7 years |
FAIR VALUE OF MEASUREMENTS AN_3
FAIR VALUE OF MEASUREMENTS AND INVESTMENT SECURITIES - Derivative Liabilities Reported at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant derivative liability | $ 11,863 | $ 10,345 |
Private placement option derivative liability | 8,622 | 7,803 |
Level 1 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant derivative liability | 0 | 0 |
Private placement option derivative liability | 0 | 0 |
Total derivative liabilities | 0 | 0 |
Level 2 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant derivative liability | 0 | 0 |
Private placement option derivative liability | 0 | 0 |
Total derivative liabilities | 0 | 0 |
Level 3 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant derivative liability | 11,863 | 10,345 |
Private placement option derivative liability | 8,622 | 7,803 |
Total derivative liabilities | $ 20,485 | $ 18,148 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) | Mar. 31, 2021 |
Lessee, Lease, Description [Line Items] | |
Leas term option to extend | 5 years |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 7 years |
LEASES - Components of Lease Co
LEASES - Components of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Finance lease cost: | ||
Amortization of leased asset | $ 10 | $ 18 |
Interest on lease liabilities | 4 | 6 |
Operating lease cost | 54 | 305 |
Short-term lease cost | 52 | 34 |
Total lease cost | $ 120 | $ 363 |
PUBLIC OFFERING AND PRIVATE P_3
PUBLIC OFFERING AND PRIVATE PLACEMENT - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Aug. 16, 2019 | Nov. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 |
Class of Stock [Line Items] | ||||||
Common stock, issued (in shares) | 1,040,000 | 8,386,019 | 8,385,650 | |||
Shares issuable per warrants (in shares) | 3,109,378 | |||||
Warrants to purchase aggregate shares of common stock (in shares) | 4,149,378 | |||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.01 | $ 0.01 | |||
Warrant exercise price (in USD per share) | $ 6.50 | |||||
Expiration period (in years) | 5 years | |||||
Proceeds from issuance of stock | $ 25 | |||||
Proceeds from issuance of redeemable convertible preferred stock in a public offering, net | $ 53.8 | |||||
Proceeds upon entering into private placement agreement | 11.2 | |||||
Total offering costs related to warrants and options | $ 3 | |||||
Series 1 redeemable convertible non-voting preferred stock | ||||||
Class of Stock [Line Items] | ||||||
Shares issuable per warrants (in shares) | 10 | |||||
Public Offering | ||||||
Class of Stock [Line Items] | ||||||
Shares issuable under warrants (in shares) | 5,750,000 | |||||
Price per share (in dollars per share) | $ 100 | |||||
Public Offering | Series 1 redeemable convertible non-voting preferred stock | ||||||
Class of Stock [Line Items] | ||||||
Number of shares of common stock sold in offering (in shares) | 575,000 | |||||
Warrants exercise price (in dollars per share) | $ 130 | |||||
Public Offering | Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Shares issuable per warrants (in shares) | 10 | |||||
Warrants exercise price (in dollars per share) | $ 13 | |||||
Private placement option | Series 2 redeemable convertible non-voting preferred stock | ||||||
Class of Stock [Line Items] | ||||||
Number of shares of common stock sold in offering (in shares) | 350,000 | |||||
Shares issuable under warrants (in shares) | 2,800,000 | |||||
Price per share (in dollars per share) | $ 100 | |||||
Warrants exercise price (in dollars per share) | $ 10 | |||||
Warrants outstanding, term (in years) | 2 years 6 months | |||||
Private placement option | Series 3 redeemable convertible non-voting preferred stock | ||||||
Class of Stock [Line Items] | ||||||
Number of shares of common stock sold in offering (in shares) | 250,000 | |||||
Warrants outstanding, term (in years) | 3 years | |||||
Private placement option | Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Shares issuable under warrants (in shares) | 875,000 | |||||
Price per share (in dollars per share) | $ 140 | |||||
Warrants exercise price (in dollars per share) | $ 14 | |||||
Minimum | ||||||
Class of Stock [Line Items] | ||||||
Price of each share of common stock and accompanying common warrant (in USD per share) | $ 6.024 | |||||
Minimum | Public Offering | Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Warrants, limitations on ownership after exercise | 9.99% | |||||
Maximum | ||||||
Class of Stock [Line Items] | ||||||
Price of each share of common stock and accompanying common warrant (in USD per share) | $ 6.025 | |||||
Maximum | Public Offering | Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Warrants, limitations on ownership after exercise | 19.99% |
PUBLIC OFFERING AND PRIVATE P_4
PUBLIC OFFERING AND PRIVATE PLACEMENT - Fair Value of Derivative Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Derivatives, Fair Value [Line Items] | |||
Change in fair value of warrant and private placement option liabilities | $ 2,337 | $ (32,826) | |
Level 3 | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liability, fair value at date of issuance | 20,485 | $ 18,148 | |
Change in fair value of warrant and private placement option liabilities | 2,337 | ||
Warrant Derivative Liability | Level 3 | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liability, fair value at date of issuance | 11,863 | 10,345 | |
Change in fair value of warrant and private placement option liabilities | 1,518 | ||
Private Placement Option Liability | Level 3 | |||
Derivatives, Fair Value [Line Items] | |||
Derivative liability, fair value at date of issuance | 8,622 | $ 7,803 | |
Change in fair value of warrant and private placement option liabilities | $ 819 |
REDEEMABLE CONVERTIBLE PREFER_2
REDEEMABLE CONVERTIBLE PREFERRED STOCK (Details) - $ / shares | Aug. 16, 2019 | Mar. 31, 2021 | Nov. 30, 2020 | Aug. 31, 2019 |
Class of Stock [Line Items] | ||||
Preferred stock, authorized (in shares) | 10,000,000 | |||
Preferred stock, par value (in dollars per share) | $ 0.01 | |||
Shares issuable per warrants (in shares) | 3,109,378 | |||
50-day trading volume on Nasdaq stock market (in shares) | 50,000 | |||
Series 1 redeemable convertible non-voting preferred stock | ||||
Class of Stock [Line Items] | ||||
Preferred stock, authorized (in shares) | 1,517,500 | |||
Preferred stock, outstanding (in shares) | 452,000 | |||
Shares issuable per warrants (in shares) | 10 | |||
Series 3 redeemable convertible non-voting preferred stock | ||||
Class of Stock [Line Items] | ||||
Closing price of common stock (in usd per share) | $ 35 | |||
Series 1 and 2 Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Price per share (in dollars per share) | 100 | |||
Closing price of common stock (in usd per share) | $ 25 | |||
Private placement option | Series 2 redeemable convertible non-voting preferred stock | ||||
Class of Stock [Line Items] | ||||
Number of shares of common stock sold in offering (in shares) | 350,000 | |||
Price per share (in dollars per share) | $ 100 | |||
Private placement option | Series 3 redeemable convertible non-voting preferred stock | ||||
Class of Stock [Line Items] | ||||
Number of shares of common stock sold in offering (in shares) | 250,000 | |||
Private placement option | Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Price per share (in dollars per share) | $ 140 |
SHARE-BASED COMPENSATION PLAN_2
SHARE-BASED COMPENSATION PLANS - Narrative (Details) $ in Millions | 1 Months Ended | 3 Months Ended | ||
Nov. 30, 2020 | Jun. 30, 2020shares | Jan. 31, 2020shares | Mar. 31, 2021USD ($)planshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation plans | plan | 5 | |||
Expiration period (in years) | 5 years | |||
Compensation cost not yet recognized | $ | $ 4.8 | |||
Period for recognition | 1 year 9 months 18 days | |||
2019 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized (in shares) | 250,000 | |||
Additional authorized shares approved (in shares) | 500,000 | 600,000 | ||
2019 Equity Incentive Plan | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized (in shares) | 600,540 | |||
Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period (in years) | 4 years | |||
Expiration period (in years) | 10 years | |||
ESPP | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Discount rate from grant date fair market value | 15.00% | |||
Shares available for issuance under ESPP (in shares) | 18,488 | |||
ESPP | 2014 Employee Stock Purchase Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized (in shares) | 55,000 |
SHARE-BASED COMPENSATION PLAN_3
SHARE-BASED COMPENSATION PLANS - Stock Option Activity (Details) - Employee Stock Options And Inducement Option Awards | 3 Months Ended |
Mar. 31, 2021shares | |
Options and Inducement awards | |
Outstanding at beginning of period (in shares) | 1,510,968 |
Granted (in shares) | 104,000 |
Exercised (in shares) | 0 |
Forfeited (in shares) | (214,498) |
Outstanding at end of period (in shares) | 1,400,470 |
Exercisable (in shares) | 350,101 |
SHARE-BASED COMPENSATION PLAN_4
SHARE-BASED COMPENSATION PLANS - Stock Award Activity For All Stock Plans (Details) - Restricted Stock Unit Awards | 3 Months Ended |
Mar. 31, 2021shares | |
Restricted Stock Awards and Units | |
Beginning balance (in shares) | 129,861 |
Granted (in shares) | 135,251 |
Vested (in shares) | (596) |
Forfeited (in shares) | (2,506) |
Ending balance (in shares) | 262,010 |
SHARE-BASED COMPENSATION PLAN_5
SHARE-BASED COMPENSATION PLANS - ESPP Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense recognized | $ 903 | $ 1,323 |
Remaining share-based compensation expense | 903 | 1,323 |
ESPP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Deductions from employees | 0 | 64 |
Share-based compensation expense recognized | 0 | 25 |
Remaining share-based compensation expense | $ 0 | $ 157 |
SHARE-BASED COMPENSATION PLAN_6
SHARE-BASED COMPENSATION PLANS - Valuation Assumptions (Details) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Risk-free interest rate | 0.90% | 1.40% |
Volatility | 90.67% | 80.69% |
Expected life (years) | 5 years 7 months 20 days | 6 years 29 days |
Expected dividend yield | 0.00% | 0.00% |
SHARE-BASED COMPENSATION PLAN_7
SHARE-BASED COMPENSATION PLANS - Expense by Classification (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense recognized | $ 903 | $ 1,323 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense recognized | 263 | 548 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense recognized | $ 640 | $ 775 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - Licensing Agreements | Dec. 10, 2015USD ($) | Jun. 10, 2015USD ($)product | Mar. 31, 2016USD ($) |
Baylor | |||
Loss Contingencies [Line Items] | |||
Nonrefundable license fee | $ 100,000 | ||
Agensys, Inc. | |||
Loss Contingencies [Line Items] | |||
Nonrefundable upfront fee | $ 3,000,000 | ||
Milestone payments upon first achievement of specified clinical milestones | 5,000,000 | ||
Milestone payments upon achievement of specified clinical milestones for each licensed product | 50,000,000 | ||
Milestone payments upon achievement of sales milestones | 75,000,000 | ||
Option exercise fee | 5,000,000 | ||
Milestone payments reduced upon exercise of option | $ 65,000,000 | ||
Termination period, number of years after first commercial sale of licensed product | 10 years | ||
Termination period, notice of failure on uncured items | 60 days | ||
Period of notice of failure on uncured items, if material breach is related to failure to make payments | 30 days | ||
BioVec Pharma Inc | |||
Loss Contingencies [Line Items] | |||
Nonrefundable upfront fee | $ 100,000 | ||
Milestone payments upon first achievement of specified clinical milestones | $ 250,000 | ||
Termination period, notice of failure on uncured items | 60 days | ||
Upfront fee payment period, number of days from effective date | 10 days | ||
License costs due upon first release of product | $ 300,000 | ||
License costs due upon first release of product, period of payment | 10 days | ||
License agreement, annual fee | $ 150,000 | ||
License agreement, annual fee period, from first IND filing | 30 days | ||
Milestone payments, number of initial products | product | 3 | ||
License agreement, milestone payments upon receipt of FDA or EMA registration | $ 2,000,000 | ||
Termination notice period for any other breach | 90 days | ||
Termination period, after insolvency event | 30 days |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Forecast | Takeda Supply Agreement | |
Subsequent Event [Line Items] | |
Revenues | $ 0.7 |