Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 03, 2017 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | ZGNX | |
Entity Registrant Name | ZOGENIX, INC. | |
Entity Central Index Key | 1,375,151 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 34,252,502 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 64,730 | $ 91,551 |
Trade accounts receivable | 0 | 12,577 |
Inventory | 0 | 7,047 |
Prepaid expenses and other current assets | 6,000 | 8,739 |
Total current assets | 70,730 | 119,914 |
Property and equipment, net | 221 | 1,710 |
Intangible assets | 102,500 | 102,500 |
Goodwill | 6,234 | 6,234 |
Other assets | 3,560 | 1,147 |
Total assets | 183,245 | 231,505 |
Current liabilities: | ||
Accounts payable | 2,040 | 4,549 |
Accrued expenses | 13,289 | 6,374 |
Accrued compensation | 4,792 | 3,652 |
Common stock warrant liabilities | 449 | 809 |
Working capital advance note payable, net of discount of $0 and $3,733 at September 30, 2017 and December 31, 2016, respectively | 0 | 3,267 |
Current portion of long-term debt | 5,333 | 0 |
Deferred revenue | 0 | 1,245 |
Current liabilities of discontinued operations | 186 | 414 |
Total current liabilities | 26,089 | 20,310 |
Long term debt | 13,890 | 18,824 |
Contingent consideration | 64,400 | 52,800 |
Deferred income taxes | 17,425 | 17,425 |
Other long-term liabilities | 1,823 | 1,390 |
Stockholders’ equity: | ||
Common stock, $0.001 par value; 50,000 shares authorized; 26,545 and 24,813 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively | 27 | 25 |
Additional paid-in capital | 591,923 | 565,954 |
Accumulated deficit | (532,332) | (445,223) |
Total stockholders’ equity | 59,618 | 120,756 |
Total liabilities and stockholders’ equity | $ 183,245 | $ 231,505 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Shares, Issued | 26,545,000 | 24,813,000 |
Common Stock, Shares, Outstanding | 26,545,000 | 24,813,000 |
Debt Instrument, Unamortized Discount | $ 0 | $ 3,733 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenue: | ||||
Contract manufacturing revenue | $ 0 | $ 6,345 | $ 9,821 | $ 17,537 |
Service and other product revenue | 0 | 225 | 0 | 327 |
Total revenue | 0 | 6,570 | 9,821 | 17,864 |
Costs and expenses: | ||||
Cost of contract manufacturing | 0 | 6,469 | 10,729 | 16,480 |
Research and development | 21,178 | 10,076 | 49,369 | 28,447 |
Selling, general and administrative | 6,073 | 6,538 | 18,129 | 19,506 |
Loss on contract termination | 478 | 0 | 478 | 0 |
Asset impairment charges | 196 | 0 | 1,116 | 0 |
Change in fair value of contingent consideration | 10,500 | 200 | 11,600 | 2,800 |
Total costs and expenses | 38,425 | 23,283 | 91,421 | 67,233 |
Loss from operations | (38,425) | (16,713) | (81,600) | (49,369) |
Other income (expense): | ||||
Interest expense, net | (581) | (567) | (1,733) | (1,788) |
Loss on extinguishment of debt | (3,378) | 0 | (3,378) | 0 |
Change in fair value of common stock warrant liabilities | (380) | (356) | 360 | 5,148 |
Other income | 62 | 25 | 71 | 2 |
Total other (expense) income | (4,277) | (898) | (4,680) | 3,362 |
Loss from continuing operations before income taxes | (42,702) | (17,611) | (86,280) | (46,007) |
Income tax benefit | 42 | 993 | 41 | 922 |
Net loss from continuing operations | (42,660) | (16,618) | (86,239) | (45,085) |
Net loss from discontinued operations | (134) | (379) | (870) | (1,130) |
Net loss | $ (42,794) | $ (16,997) | $ (87,109) | $ (46,215) |
Net loss per share, basic and diluted: | ||||
Continuing operations (in dollars per share) | $ (1.68) | $ (0.67) | $ (3.45) | $ (1.82) |
Discontinued operations (in dollars per share) | 0 | (0.02) | (0.03) | (0.05) |
Total (in dollars per share) | $ (1.68) | $ (0.69) | $ (3.48) | $ (1.87) |
Weighted average shares outstanding, basic and diluted (shares) | 25,431 | 24,791 | 25,024 | 24,780 |
Statements of Comprehensive Income (Loss) | ||||
Comprehensive loss | $ (42,794) | $ (16,997) | $ (87,109) | $ (46,215) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Operating activities: | ||
Net loss | $ (87,109) | $ (46,215) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 4,066 | 5,203 |
Depreciation and amortization | 408 | 966 |
Amortization of debt issuance costs and debt discount | 753 | 954 |
Loss on extinguishment of debt | (3,378) | 0 |
Inventory write-down | 2,232 | 0 |
Asset impairment charges | 1,116 | 0 |
Change in fair value of common stock warrant liabilities | (360) | (5,148) |
Change in fair value of contingent consideration | 11,600 | 2,800 |
Changes in operating assets and liabilities: | ||
Trade accounts receivable | 9,356 | (5,124) |
Inventory | 2,583 | 2,633 |
Prepaid expenses and other current assets | 4,996 | (3,863) |
Other assets | (2,413) | (139) |
Accounts payable, accrued expenses and other liabilities | 4,204 | (4,413) |
Deferred income taxes | 0 | (1,025) |
Deferred revenue | (1,245) | (1,012) |
Net cash used in operating activities | (46,435) | (54,383) |
Investing activities: | ||
Purchases of property and equipment | (35) | (103) |
Change in restricted cash related to a previous divestiture | 0 | 10,002 |
Net cash (used in) provided by investing activities | (35) | 9,899 |
Financing activities: | ||
Proceeds from term loan | 0 | 2,167 |
Repayments of debt | 0 | (3,334) |
Proceeds from issuance of common stock under equity incentive plans | 271 | 168 |
Proceeds from issuance of common stock under an at-the-market offering, net of issuance costs | 19,378 | 0 |
Net cash provided by (used in) financing activities | 19,649 | (999) |
Net decrease in cash and cash equivalents | (26,821) | (45,483) |
Cash and cash equivalents, beginning of the period | 91,551 | 155,349 |
Cash and cash equivalents, end of the period | 64,730 | 109,866 |
Noncash financing activities: | ||
Extinguishment of Endo working capital advance note payable through net settlement of balances owed to the Company. | $ 7,000 | $ 0 |
Organization, Basis of Presenta
Organization, Basis of Presentation and Liquidity | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Basis of Presentation and Going Concern | Organization, Basis of Presentation, Liquidity and Going Concern Organization Zogenix, Inc. and its wholly-owned subsidiaries (the “Company”) is a pharmaceutical company committed to developing and commercializing central nervous system (“CNS”) therapies. The Company’s current primary area of focus is orphan or rare childhood-onset epilepsy disorders and its lead product candidate is ZX008. ZX008 is currently being developed for the treatment of seizures associated with Dravet syndrome and Lennox-Gastaut Syndrome (“LGS”). In addition, the Company performed contract manufacturing services under a supply agreement through April 2017 (see Note 5). The Company operates in one business segment—the research, development and commercialization of pharmaceutical products and its headquarters are located in Emeryville, California. In April 2015, the Company divested its Zohydro ER® business. Zohydro ER activity has been excluded from continuing operations for all periods herein and reported as discontinued operations. Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of Zogenix, Inc. and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. In the opinion of management, the condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. The results of operations for any interim period are not necessarily indicative of results of operations for any future period. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been condensed or omitted. Accordingly, these unaudited interim condensed consolidated financial statements and accompanying notes should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 as filed with the SEC on March 9, 2017. Liquidity and Going Concern The accompanying condensed consolidated financial statements have been prepared under the assumption that the Company will continue as a going concern. Such assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Excluding gains from two discrete business divestitures, the Company has incurred recurring net losses and continuing negative cash flows from its operations resulting in an accumulated deficit of $532.3 million as of September 30, 2017 . At September 30, 2017 , the Company had cash and cash equivalents of $64.7 million . Management expects to continue to incur significant operating losses and negative cash flows from operations for the foreseeable future as the Company continues to incur costs related to its ongoing Phase 3 clinical trials of ZX008 in North America and the European Union (“EU”) in Dravet syndrome as well as the planned commencement of a Phase 3 clinical trial in LGS by the end of 2017. Additionally, upon acceptance of the Company’s regulatory submissions for ZX008 by the U.S. Food and Drug Administration (“FDA”) or the European Medicines Agency (“EMA”), if at all, each a milestone event, the Company will owe milestone payments under an existing agreement in connection with the Company’s prior acquisition of ZX008. On October 5, 2017 , the Company received aggregate proceeds from a common stock offering of approximately $271.3 million , net of underwriting discounts and commissions and other estimated offering expenses (see Note 11). This capital raise has resolved the Company’s significant risks and uncertainties regarding sources of liquidity, which previously raised substantial doubt about the Company’s ability to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results may differ from those estimates. Accounting Pronouncements Recently Adopted Accounting Standards Updated (“ASU”) 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting changes how companies account for certain aspects of stock-based awards to employees. Under the guidance, entities will no longer record excess tax benefits and certain tax deficiencies in additional paid-in capital. Instead, they will record all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement. In addition, entities will recognize excess tax benefits regardless of whether the benefit reduces taxes payable in the current period. Under current guidance, excess tax benefits are not recognized until the deduction reduces taxes payable. Further, the new guidance allows entities to make an accounting policy election to either estimate forfeitures or recognize forfeitures as they occur. If an election is made, the change to recognize forfeitures as they occur must be adopted using a modified retrospective approach with a cumulative effect adjustment recorded to retained earnings or accumulated deficit. The Company adopted ASU 2016-09 on January 1, 2017 . Upon adoption, the Company recorded a deferred tax asset of $0.2 million for previously unrecognized excess tax benefits from stock-based compensation, which was fully offset by an equal increase to its valuation allowance resulting in no impact to opening accumulated deficit. In addition and as provided for under this guidance, the Company made an accounting policy election to recognize forfeitures as they occur. The adoption of this aspect of the guidance did not have a material impact on the Company’s condensed consolidated financial statements. ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory simplifies current accounting treatments by requiring entities to measure most inventories at “the lower of cost and net realizable value” rather than using lower of cost or market. This guidance does not apply to inventories measured using the last-in, first-out method or the retail inventory method. The Company adopted ASU 2015-11 on January 1, 2017. The adoption of this new guidance did not have any impact on the Company’s condensed consolidated financial statements. Accounting Pronouncements Issued But Not Yet Effective ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and subsequent amendments to the initial guidance (collectively, “Topic 606”) will replace all current GAAP guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle of Topic 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. Topic 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation, among others. This guidance will be effective for the Company beginning January 1, 2018. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective method). The Company plans to adopt this guidance as of January 1, 2018, using the modified retrospective method. In 2017, the Company’s only contract with a customer was a manufacturing and supply agreement (the “Supply Agreement”) with Endo Ventures Limited (“Endo”), which was terminated in September 2017. While the Company has not completed its assessment of the impact of adoption, the adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements and related disclosures due to the Company not anticipating having any contracts with customers in place as of the date of adoption of Topic 606. The Company will continue to monitor any new contracts it enters into with customers for evaluation under Topic 606. ASU 2016-02, Leases (Topic 842) requires lessees to recognize the lease assets and lease liabilities that arise from both capital and operating leases with lease terms of more than 12 months and to disclose qualitative and quantitative information about lease transactions. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the timing and impact of adopting this new accounting standard on its consolidated financial statements and related disclosures. ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Under the amendments in ASU 2017-04, an entity should recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The updated guidance requires a prospective adoption. ASU 2017-04 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the timing and impact of adopting this new accounting standard on its consolidated financial statements and related disclosures. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory consists of the following (in thousands): September 30, 2017 December 31, 2016 Raw materials $ — $ 4,397 Work in process — 2,650 Total $ — $ 7,047 Prior to the termination of the Supply Agreement with Endo, the Company maintained inventory to fulfill its obligations to manufacture and supply Endo with Sumavel DosePro. Upon the termination of the supply agreement with Endo in September 2017, the Company no longer engages in contract manufacturing and therefore no longer carries inventory. |
Fair Value Measurements (Notes)
Fair Value Measurements (Notes) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The carrying amount of the Company’s financial instruments, including cash and cash equivalents, trade accounts receivable, prepaid expenses and other assets, accounts payable, accrued expenses, accrued compensation and the current liabilities of the Company’s discontinued operations approximate their fair value due to their short maturities. The carrying amount of the Company’s Term Loan approximates fair value, considering Level 2 inputs, because it has a variable interest rate. Authoritative guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets; Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The fair value of cash equivalents was determined based on Level 1 inputs utilizing quoted prices in active markets. The fair value of the Company’s common stock warrant liabilities and contingent consideration liabilities were determined based on Level 3 inputs using valuation models with significant unobservable inputs. Assets and liabilities measured at fair value on a recurring basis at September 30, 2017 and December 31, 2016 were as follows (in thousands): Fair Value Measurements at Reporting Date Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total September 30, 2017 Assets Cash equivalents (1) $ 50,025 $ — $ — $ 50,025 Liabilities Common stock warrant liabilities (2) $ — $ — $ 449 $ 449 Contingent consideration liabilities (3) $ — $ — $ 64,400 $ 64,400 December 31, 2016 Assets Cash equivalents (1) $ 87,792 $ — $ — $ 87,792 Liabilities Common stock warrant liabilities (2) $ — $ — $ 809 $ 809 Contingent consideration liabilities (3) $ — $ — $ 52,800 $ 52,800 (1) Cash equivalents are comprised of money market fund shares and are included as a component of cash and cash equivalents on the condensed consolidated balance sheets. (2) Represents the fair value of common stock warrants outstanding that may require cash settlement under certain circumstances. The Company estimated the fair value of the warrant liabilities using the Black-Scholes valuation model. As of December 31, 2016, common stock warrant liabilities were primarily attributable to warrants sold as part of the Company’s July 2012 public offering. The warrants were exercisable into 1,901,918 shares of the Company’s common stock at an exercise price of $20.00 per share and had a contractual term of 5 years from the issuance date. In July 2017, these warrants expired unexercised. As of September 30, 2017 , common stock warrant liabilities relate to warrants issued in July 2011 in connection with a debt financing arrangement. The warrants entitle the holder to purchase up to 28,125 shares of common stock at an exercise price of $72.00 per share. The warrants will expire in July 2021. (3) In connection with a prior acquisition, the Company may be required to pay future consideration that is contingent upon the achievement of specified development, regulatory approval or sales-based milestone events. The Company estimated the fair value of the contingent consideration liabilities on the acquisition date using a probability-weighted income approach, which reflects the probability and timing of future payments. This fair value measurement is based on significant Level 3 inputs such as the anticipated timelines and probability of achieving development, regulatory approval or sales-based milestone events and projected revenues. The resulting probability-weighted cash flows are discounted at risk-adjusted rates. Subsequent to the acquisition date, at each reporting period prior to settlement, the Company revalues these liabilities by performing a review of the assumptions listed above and record increases or decreases in the fair value of these contingent consideration liabilities. In the absence of any significant changes in key assumptions, the quarterly determination of fair values of these contingent consideration liabilities would primarily reflect the passage of time. Significant judgment is used in determining Level 3 inputs and fair value measurements as of the acquisition date and for each subsequent reporting period. Updates to assumptions could have a significant impact on the Company’s results of operations in any given period and actual results may differ from estimates. For example, significant increases in the probability of achieving a milestone or projected revenues would result in a significantly higher fair value measurement while significant decreases in the estimated probability of achieving a milestone or projected revenues would result in a significantly lower fair value measurement. Significant increases in the discount rate or in the anticipated timelines would result in a significantly lower fair value measurement while significant decreases in the discount rate or anticipated timelines would result in a significantly higher fair value measurement. The potential contingent consideration payments required upon achievement of development, regulatory approval and sales-based milestones related to the Company’s acquisition of ZX008 range from zero if none of the milestones are achieved to a maximum of $95.0 million (undiscounted). There were no transfers between levels during the periods presented. The following table provides a reconciliation of liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three and nine months ended September 30, 2017 and 2016 (in thousands): Change in Fair Value September 30, June 30, 2016 Change in Fair Value September 30, Contingent consideration liabilities $ 53,900 $ 10,500 $ 64,400 $ 53,600 $ 200 $ 53,800 Common stock warrant liabilities 69 380 449 692 356 1,048 2016 Change in Fair Value September 30, Change in Fair Value September 30, Contingent consideration liabilities $ 52,800 $ 11,600 $ 64,400 $ 51,000 $ 2,800 $ 53,800 Common stock warrant liabilities 809 (360 ) 449 6,196 (5,148 ) 1,048 The changes in fair value of the liabilities shown in the table above are recorded through change in fair value of contingent consideration liabilities within operating expense and the change in fair value of common stock warrant liabilities within other income (expense) in the condensed consolidated statements of operations. |
Contract Manufacturing Agreemen
Contract Manufacturing Agreement with Endo (Notes) | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contract Manufacturing Agreement with Endo | Contract Manufacturing Agreement with Endo and Associated Exit Activities As part of the divestiture of the Company’s Sumavel DosePro business to Endo in May 2014, the Company entered into the Supply Agreement with Endo for the exclusive right, and contractual obligation, to manufacture and supply Sumavel DosePro to Endo for an initial term of eight years . To support the Company’s Sumavel DosePro manufacturing operations, Endo provided the Company with an interest-free working capital advance of $7.0 million under a promissory note (see Note 6). The working capital advance matures upon termination of the Supply Agreement. In January 2017, Endo notified the Company of its intention to terminate the Supply Agreement. The Company began to wind down Sumavel DosePro operations while the parties finalized termination of the Supply Agreement. As a result, the Company performed an analysis to estimate cash flows from property and equipment used in the production of Sumavel DosePro in the fourth quarter of 2016. Based on this analysis, the Company recognized an impairment charge for long-lived assets of $6.4 million . In the first quarter of 2017, the Company recorded an additional asset impairment charge of $0.8 million for long-lived manufacturing assets associated with the production of Sumavel DosePro. In the second quarter of 2017, the Company recorded a $2.2 million reduction to inventory to reflect its current net realizable value. These additional charges reflected ongoing negotiations with Endo over the course of finalizing the termination of the Supply Agreement. In September 2017, the Company and Endo executed a termination agreement which resolved all matters under the Supply Agreement. Pursuant to the termination agreement, the Company received cash consideration of $1.5 million from Endo for reimbursement of a portion of the Company’s termination costs for its third-party suppliers and manufacturers related to Sumavel DosePro product. As part of the termination agreement, both parties also agreed to net settle outstanding accounts receivable of $4.7 million due from Endo and the Company’s remaining purchased raw materials and other costs of $2.3 million against the $7.0 million working capital advance note payable due to Endo. In connection with the Endo termination agreement, the Company also executed termination agreements with its third-party suppliers and manufacturers related to the Sumavel DosePro product. Total costs incurred in connection with the termination of these agreements was $2.5 million . The Company paid $1.8 million of such costs during the third quarter of 2017, including certain asset retirement obligations accrued in prior periods of $0.6 million . The remaining $0.7 million recorded in accrued liabilities at September 30, 2017 will be paid in the fourth quarter of 2017. Excluding the non-cash loss on extinguishment of debt due to the write-off of unamortized discount related to imputed interest (see Note 6), these termination agreements resulted in a net loss on contract termination of $0.5 million , which has been included in loss on contract termination in the condensed consolidated statements of operations and comprehensive loss. |
Debt Obligations (Notes)
Debt Obligations (Notes) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt Obligations | Debt Obligations Term Loan Scheduled maturities of the term loan are as follows (in thousands): 2017 (remaining 3 months) $ — 2018 8,000 2019 8,000 2020 4,000 Principal balance outstanding 20,000 Less: unamortized debt discount and issuance costs (777 ) Net carrying value of debt 19,223 Less: current portion (5,333 ) Long-term debt $ 13,890 In December 2014, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with Oxford Finance LLC (“Oxford”) and Silicon Valley Bank (“SVB”) (collectively, the “Lenders”), under which the Company borrowed a $20.0 million term loan. In addition, the Loan Agreement provided for a revolving credit facility of up to $4.0 million . The obligations under the Loan Agreement are secured by liens on the Company’s personal property and the Company has agreed to not encumber any of its intellectual property. The Loan Agreement includes a material adverse change clause, which enables the Lenders to require immediate repayment of the outstanding debt if certain subjective acceleration provisions are triggered. The material adverse change clause covers provisions including a material impairment of underlying collateral, change in business operations or condition or material impairment of the Company’s prospects for repayment of any portion of the remaining debt obligation. To date, the Company has not received any notification from the Lenders that it is not in compliance with this clause. In connection with the Loan Agreement, the Lenders were issued warrants to purchase an aggregate of up to 63,559 shares of the Company’s common stock at a per share exercise price of $9.44 . The warrants are exercisable for 10 years . At the time of issuance, the fair value of the warrants was estimated to be $0.6 million using the Black-Scholes valuation model and was recorded at issuance as debt discount to the term loan with a corresponding increase to additional paid in capital in the consolidated balance sheet. The term loan bore interest at an annual rate equal to the greater of (i) 8.75% or (ii) the sum of the prevailing prime rate (as reported by the Wall Street Journal) plus 5.25% . Payments under the loan were interest-only until January 1, 2016, followed by equal monthly payments of principal and interest through the scheduled maturity date of December 1, 2018. On April 23, 2015, in connection with the sale of the Zohydro ER business, the Company and the Lenders entered into an amendment to the Loan Agreement, which terminated all encumbrances on the Company’s personal property related to its Zohydro ER business. On June 17, 2016, the Company entered into a second amendment (the “Second Amendment”) to the Loan Agreement with the Lenders. The Second Amendment modified the loan repayment terms to be interest-only from July 1, 2016 to February 1, 2018, followed by equal monthly payments of principal and interest through a new maturity date of July 1, 2020. Under the terms of the Second Amendment, the interest rate applicable to the term loan bears interest at an annual rate equal to the greater of (i) 7.00% or (ii) the sum of the prevailing prime rate (as reported by the Wall Street Journal) plus 3.25% . In addition, the Second Amendment terminated the revolving credit facility previously available under the Loan Agreement. In connection with the Second Amendment, the Company paid (i) the end of term fee of $1.0 million due under the Loan Agreement as a result of entering into the Second Amendment and (ii) the end of term fee of $0.1 million with respect to the termination of the revolving credit facility. The Second Amendment also includes an end of term fee of $1.4 million payable on July 1, 2020, or upon early repayment of the term loan. An early repayment will be subject to a prepayment penalty of $0.2 million . The Loan Agreement required the Company to establish a controlled deposit account with SVB containing at least 85% of the Company’s account balances at all financial institutions which can be utilized by the Lenders to satisfy the obligations in the event of default. The Second Amendment permitted the Company to maintain collateral account balances exceeding the greater of (i) $50.0 million , or (ii) 50% of the Company’s total collateral account balances (other than specifically excluded accounts), with financial institutions other than the Lenders; provided that, if the Company’s total collateral account balances are below $50.0 million , all such balances will be maintained with the Lenders. Other affirmative covenants include, among others, requiring the Company to maintain legal existence and governmental approvals, deliver certain financial reports, maintain insurance coverage and satisfy certain requirements regarding accounts receivable. Negative covenants include, among others, restrictions on transferring collateral, incurring additional indebtedness, engaging in mergers or acquisitions, paying dividends or making other distributions, making investments, creating liens, selling assets and consummation of a change in control, in each case subject to certain exceptions. The Company was in compliance with these covenants at September 30, 2017 and December 31, 2016 . Extinguishment of Working Capital Advance Note Payable In connection with entering into the Supply Agreement for Sumavel DosePro with Endo in May 2014, Endo provided the Company with an interest-free working capital advance of $7.0 million in the form of a note payable to support the Company’s Sumavel DosePro operations. The note payable matures in the event the Supply Agreement is terminated. The note payable was initially recorded on the balance sheet net of a $4.7 million debt discount related to imputed interest. The debt discount was being amortized as interest expense using the effective interest method over the supply agreement’s initial term of eight years . In September 2017, the Company and Endo terminated the Supply Agreement and the note payable became due and payable in accordance with its terms. Pursuant to the termination agreement, the $7.0 million promissory note was extinguished to settle amounts owed to the Company for accounts receivable and purchased raw materials (see Note 5). The Company recorded a non-cash charge upon extinguishment of debt of $3.4 million due to the write-off of unamortized discount related to imputed interest in the third quarter of 2017. |
Commitments and Contingencies (
Commitments and Contingencies (Notes) | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Accrued Loss on Lease Obligations The Company’s headquarters are located in Emeryville, California, where it leases office space for its general and administrative and research and product development operations under a noncancelable operating lease that expires in November 2022. Prior to 2017, the Company’s former headquarters were located in San Diego, California, where it leased office space under a noncancelable operating lease that runs through March 2020. In September 2017, the Company completely vacated its former headquarters in anticipation of subleasing the available space. In October 2017, the Company entered into a sublease agreement with an unrelated third party pursuant to which it will rent the vacated space through the remainder of the Company’s original lease term. As of September 30, 2017, the Company recognized the fair value of the cease-use liability in the amount of $1.1 million . The cease-use liability was calculated based on the present value of the remaining net cash flows related to the Company’s continuing obligations under the lease less the present value of sublease rental payments to be received under the sublease agreement over the term of the sublease. The net cash flows were discounted using the Company’s estimated incremental borrowing rate, a Level 2 input within the fair value hierarchy (see Note 4). Additionally, the Company derecognized the related deferred rent liability in the amount of $0.5 million . These adjustments resulted in a loss on lease of $0.6 million , which has been included in general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss. |
Stockholders' Deficit (Notes)
Stockholders' Deficit (Notes) | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Deficit | Stockholders’ Deficit At-the-Market Equity Offering In May 2016, the Company entered into an at-the-market (“ATM”) offering sales agreement with an investment bank pursuant to which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock having an aggregate offering price of up to $25.0 million . During the three months ended September 30, 2017, the Company issued a total of 1,550,880 shares of its common stock under the ATM offering program. Net proceeds raised by the Company from the ATM offering amounted to approximately $19.4 million , after deducting $0.7 million of underwriting discounts and commissions and other offering expenses. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company has adopted certain equity incentive and stock purchase plans as described in the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 . Upon adopting ASU 2016-09 on January 1, 2017, the Company elected to account for forfeitures as they occur. Valuation of Stock Options The estimated grant date fair values of the stock options were calculated using the Black-Scholes valuation model, based on the following assumptions: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Risk free interest rate 1.9% to 2.1% 1.1% to 1.3% 1.9% to 2.3% 1.1% to 1.4% Expected term 6.1 years 5.1 to 6.1 years 5.1 to 6.1 years 5.1 to 6.1 years Expected volatility 75.1% to 75.5% 77.0% to 78.1% 75.1% to 76.6% 77.0% to 78.1% Expected dividend yield —% —% —% —% During the nine months ended September 30, 2017 , the Company granted options to purchase approximately 0.9 million shares of common stock with a weighted average grant date fair value of $7.17 . Restricted Stock Units with a Performance Condition In March 2017, the Company granted approximately 0.2 million restricted stock units (“RSUs”) with service and performance-based conditions to employees and executives. The weighted average fair value of RSUs granted was $10.20 per share. The RSUs vest upon the approval by the FDA of the Company’s new drug application for ZX008, provided such approval occurs within five years following the grant date. Due to the uncertainties associated with the FDA approval process, approval is not yet probable, as such term is used for accounting purposes, prior to the occurrence of the event. Accordingly, no compensation expense has been recognized as of September 30, 2017 for these awards. Stock-Based Compensation Expense The following table summarizes the components of total stock-based compensation expense included in the condensed consolidated statements of operations (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Cost of contract manufacturing $ — $ 98 $ 71 $ 294 Research and development 294 532 1,313 1,449 Selling, general and administrative 968 1,311 2,682 3,460 Total $ 1,262 $ 1,941 $ 4,066 $ 5,203 |
Net Loss Per Share (Notes)
Net Loss Per Share (Notes) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Net Loss Per Share Basic net loss from continuing operations per share is calculated by dividing net loss from continuing operations by the weighted average number of shares outstanding for the period. Diluted net loss from continuing operations per share is calculated by dividing net loss from continuing operations by the weighted average number of shares of common stock and potential dilutive common stock equivalents outstanding during the period if the effect is dilutive. The Company’s potentially dilutive shares of common stock include outstanding stock options, restricted stock units and warrants to purchase common stock. A reconciliation of the numerators and denominators used in computing net loss from continuing operations per share is as follows (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Numerator: Net loss from continuing operations $ (42,660 ) $ (16,618 ) $ (86,239 ) $ (45,085 ) Denominator: Shares used in per share calculation 25,431 24,791 25,024 24,780 Net loss from continuing operations per share, basic and diluted $ (1.68 ) $ (0.67 ) $ (3.45 ) $ (1.82 ) The following table presents the potential shares of common stock outstanding that were excluded from the computation of diluted net loss from continuing operations per share for the periods presented because including them would have been anti-dilutive (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Shares subject to outstanding common stock options 4,121 3,310 3,879 3,128 Shares subject to outstanding restricted stock units 271 106 228 78 Shares subject to outstanding warrants to purchase common stock 1,251 1,975 1,522 1,975 Total 5,643 5,391 5,629 5,181 |
Subsequent Events (Notes)
Subsequent Events (Notes) | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Common Stock Offering On October 5, 2017 , the Company completed an underwritten public offering of 7.7 million shares of its common stock, which included 1.0 million shares of common stock issued upon the exercise in full of the option to purchase additional shares granted to the underwriters in the offering. The shares were sold to the public at an offering price of $37.50 per share. Net proceeds raised by the Company from the offering amounted to approximately $271.3 million , after deducting underwriting discounts and commissions and other estimated offering expenses. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results may differ from those estimates. |
Recent Accounting Pronouncements | Accounting Pronouncements Recently Adopted Accounting Standards Updated (“ASU”) 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting changes how companies account for certain aspects of stock-based awards to employees. Under the guidance, entities will no longer record excess tax benefits and certain tax deficiencies in additional paid-in capital. Instead, they will record all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement. In addition, entities will recognize excess tax benefits regardless of whether the benefit reduces taxes payable in the current period. Under current guidance, excess tax benefits are not recognized until the deduction reduces taxes payable. Further, the new guidance allows entities to make an accounting policy election to either estimate forfeitures or recognize forfeitures as they occur. If an election is made, the change to recognize forfeitures as they occur must be adopted using a modified retrospective approach with a cumulative effect adjustment recorded to retained earnings or accumulated deficit. The Company adopted ASU 2016-09 on January 1, 2017 . Upon adoption, the Company recorded a deferred tax asset of $0.2 million for previously unrecognized excess tax benefits from stock-based compensation, which was fully offset by an equal increase to its valuation allowance resulting in no impact to opening accumulated deficit. In addition and as provided for under this guidance, the Company made an accounting policy election to recognize forfeitures as they occur. The adoption of this aspect of the guidance did not have a material impact on the Company’s condensed consolidated financial statements. ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory simplifies current accounting treatments by requiring entities to measure most inventories at “the lower of cost and net realizable value” rather than using lower of cost or market. This guidance does not apply to inventories measured using the last-in, first-out method or the retail inventory method. The Company adopted ASU 2015-11 on January 1, 2017. The adoption of this new guidance did not have any impact on the Company’s condensed consolidated financial statements. Accounting Pronouncements Issued But Not Yet Effective ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and subsequent amendments to the initial guidance (collectively, “Topic 606”) will replace all current GAAP guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle of Topic 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. Topic 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation, among others. This guidance will be effective for the Company beginning January 1, 2018. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective method). The Company plans to adopt this guidance as of January 1, 2018, using the modified retrospective method. In 2017, the Company’s only contract with a customer was a manufacturing and supply agreement (the “Supply Agreement”) with Endo Ventures Limited (“Endo”), which was terminated in September 2017. While the Company has not completed its assessment of the impact of adoption, the adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements and related disclosures due to the Company not anticipating having any contracts with customers in place as of the date of adoption of Topic 606. The Company will continue to monitor any new contracts it enters into with customers for evaluation under Topic 606. ASU 2016-02, Leases (Topic 842) requires lessees to recognize the lease assets and lease liabilities that arise from both capital and operating leases with lease terms of more than 12 months and to disclose qualitative and quantitative information about lease transactions. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the timing and impact of adopting this new accounting standard on its consolidated financial statements and related disclosures. ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Under the amendments in ASU 2017-04, an entity should recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The updated guidance requires a prospective adoption. ASU 2017-04 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the timing and impact of adopting this new accounting standard on its consolidated financial statements and related disclosures. |
Fair Value Measurements | The carrying amount of the Company’s financial instruments, including cash and cash equivalents, trade accounts receivable, prepaid expenses and other assets, accounts payable, accrued expenses, accrued compensation and the current liabilities of the Company’s discontinued operations approximate their fair value due to their short maturities. The carrying amount of the Company’s Term Loan approximates fair value, considering Level 2 inputs, because it has a variable interest rate. Authoritative guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets; Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The fair value of cash equivalents was determined based on Level 1 inputs utilizing quoted prices in active markets. The fair value of the Company’s common stock warrant liabilities and contingent consideration liabilities were determined based on Level 3 inputs using valuation models with significant unobservable inputs. |
Stock-based Compensation | The Company has adopted certain equity incentive and stock purchase plans as described in the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 . Upon adopting ASU 2016-09 on January 1, 2017, the Company elected to account for forfeitures as they occur |
Net Loss per Share | Basic net loss from continuing operations per share is calculated by dividing net loss from continuing operations by the weighted average number of shares outstanding for the period. Diluted net loss from continuing operations per share is calculated by dividing net loss from continuing operations by the weighted average number of shares of common stock and potential dilutive common stock equivalents outstanding during the period if the effect is dilutive. |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory, Net | Inventory consists of the following (in thousands): September 30, 2017 December 31, 2016 Raw materials $ — $ 4,397 Work in process — 2,650 Total $ — $ 7,047 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Liabilities Measured at Fair Value on Recurring Basis | Assets and liabilities measured at fair value on a recurring basis at September 30, 2017 and December 31, 2016 were as follows (in thousands): Fair Value Measurements at Reporting Date Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total September 30, 2017 Assets Cash equivalents (1) $ 50,025 $ — $ — $ 50,025 Liabilities Common stock warrant liabilities (2) $ — $ — $ 449 $ 449 Contingent consideration liabilities (3) $ — $ — $ 64,400 $ 64,400 December 31, 2016 Assets Cash equivalents (1) $ 87,792 $ — $ — $ 87,792 Liabilities Common stock warrant liabilities (2) $ — $ — $ 809 $ 809 Contingent consideration liabilities (3) $ — $ — $ 52,800 $ 52,800 (1) Cash equivalents are comprised of money market fund shares and are included as a component of cash and cash equivalents on the condensed consolidated balance sheets. (2) Represents the fair value of common stock warrants outstanding that may require cash settlement under certain circumstances. The Company estimated the fair value of the warrant liabilities using the Black-Scholes valuation model. As of December 31, 2016, common stock warrant liabilities were primarily attributable to warrants sold as part of the Company’s July 2012 public offering. The warrants were exercisable into 1,901,918 shares of the Company’s common stock at an exercise price of $20.00 per share and had a contractual term of 5 years from the issuance date. In July 2017, these warrants expired unexercised. As of September 30, 2017 , common stock warrant liabilities relate to warrants issued in July 2011 in connection with a debt financing arrangement. The warrants entitle the holder to purchase up to 28,125 shares of common stock at an exercise price of $72.00 per share. The warrants will expire in July 2021. (3) In connection with a prior acquisition, the Company may be required to pay future consideration that is contingent upon the achievement of specified development, regulatory approval or sales-based milestone events. The Company estimated the fair value of the contingent consideration liabilities on the acquisition date using a probability-weighted income approach, which reflects the probability and timing of future payments. This fair value measurement is based on significant Level 3 inputs such as the anticipated timelines and probability of achieving development, regulatory approval or sales-based milestone events and projected revenues. The resulting probability-weighted cash flows are discounted at risk-adjusted rates. Subsequent to the acquisition date, at each reporting period prior to settlement, the Company revalues these liabilities by performing a review of the assumptions listed above and record increases or decreases in the fair value of these contingent consideration liabilities. In the absence of any significant changes in key assumptions, the quarterly determination of fair values of these contingent consideration liabilities would primarily reflect the passage of time. Significant judgment is used in determining Level 3 inputs and fair value measurements as of the acquisition date and for each subsequent reporting period. Updates to assumptions could have a significant impact on the Company’s results of operations in any given period and actual results may differ from estimates. For example, significant increases in the probability of achieving a milestone or projected revenues would result in a significantly higher fair value measurement while significant decreases in the estimated probability of achieving a milestone or projected revenues would result in a significantly lower fair value measurement. Significant increases in the discount rate or in the anticipated timelines would result in a significantly lower fair value measurement while significant decreases in the discount rate or anticipated timelines would result in a significantly higher fair value measurement. The potential contingent consideration payments required upon achievement of development, regulatory approval and sales-based milestones related to the Company’s acquisition of ZX008 range from zero if none of the milestones are achieved to a maximum of $95.0 million (undiscounted). There were no transfers between levels during the periods presented. |
Assets Measured at Fair Value on Recurring Basis | Assets and liabilities measured at fair value on a recurring basis at September 30, 2017 and December 31, 2016 were as follows (in thousands): Fair Value Measurements at Reporting Date Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total September 30, 2017 Assets Cash equivalents (1) $ 50,025 $ — $ — $ 50,025 Liabilities Common stock warrant liabilities (2) $ — $ — $ 449 $ 449 Contingent consideration liabilities (3) $ — $ — $ 64,400 $ 64,400 December 31, 2016 Assets Cash equivalents (1) $ 87,792 $ — $ — $ 87,792 Liabilities Common stock warrant liabilities (2) $ — $ — $ 809 $ 809 Contingent consideration liabilities (3) $ — $ — $ 52,800 $ 52,800 (1) Cash equivalents are comprised of money market fund shares and are included as a component of cash and cash equivalents on the condensed consolidated balance sheets. (2) Represents the fair value of common stock warrants outstanding that may require cash settlement under certain circumstances. The Company estimated the fair value of the warrant liabilities using the Black-Scholes valuation model. As of December 31, 2016, common stock warrant liabilities were primarily attributable to warrants sold as part of the Company’s July 2012 public offering. The warrants were exercisable into 1,901,918 shares of the Company’s common stock at an exercise price of $20.00 per share and had a contractual term of 5 years from the issuance date. In July 2017, these warrants expired unexercised. As of September 30, 2017 , common stock warrant liabilities relate to warrants issued in July 2011 in connection with a debt financing arrangement. The warrants entitle the holder to purchase up to 28,125 shares of common stock at an exercise price of $72.00 per share. The warrants will expire in July 2021. (3) In connection with a prior acquisition, the Company may be required to pay future consideration that is contingent upon the achievement of specified development, regulatory approval or sales-based milestone events. The Company estimated the fair value of the contingent consideration liabilities on the acquisition date using a probability-weighted income approach, which reflects the probability and timing of future payments. This fair value measurement is based on significant Level 3 inputs such as the anticipated timelines and probability of achieving development, regulatory approval or sales-based milestone events and projected revenues. The resulting probability-weighted cash flows are discounted at risk-adjusted rates. Subsequent to the acquisition date, at each reporting period prior to settlement, the Company revalues these liabilities by performing a review of the assumptions listed above and record increases or decreases in the fair value of these contingent consideration liabilities. In the absence of any significant changes in key assumptions, the quarterly determination of fair values of these contingent consideration liabilities would primarily reflect the passage of time. Significant judgment is used in determining Level 3 inputs and fair value measurements as of the acquisition date and for each subsequent reporting period. Updates to assumptions could have a significant impact on the Company’s results of operations in any given period and actual results may differ from estimates. For example, significant increases in the probability of achieving a milestone or projected revenues would result in a significantly higher fair value measurement while significant decreases in the estimated probability of achieving a milestone or projected revenues would result in a significantly lower fair value measurement. Significant increases in the discount rate or in the anticipated timelines would result in a significantly lower fair value measurement while significant decreases in the discount rate or anticipated timelines would result in a significantly higher fair value measurement. The potential contingent consideration payments required upon achievement of development, regulatory approval and sales-based milestones related to the Company’s acquisition of ZX008 range from zero if none of the milestones are achieved to a maximum of $95.0 million (undiscounted). There were no transfers between levels during the periods presented. |
Reconciliation of Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3) | The following table provides a reconciliation of liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three and nine months ended September 30, 2017 and 2016 (in thousands): Change in Fair Value September 30, June 30, 2016 Change in Fair Value September 30, Contingent consideration liabilities $ 53,900 $ 10,500 $ 64,400 $ 53,600 $ 200 $ 53,800 Common stock warrant liabilities 69 380 449 692 356 1,048 2016 Change in Fair Value September 30, Change in Fair Value September 30, Contingent consideration liabilities $ 52,800 $ 11,600 $ 64,400 $ 51,000 $ 2,800 $ 53,800 Common stock warrant liabilities 809 (360 ) 449 6,196 (5,148 ) 1,048 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt | Scheduled maturities of the term loan are as follows (in thousands): 2017 (remaining 3 months) $ — 2018 8,000 2019 8,000 2020 4,000 Principal balance outstanding 20,000 Less: unamortized debt discount and issuance costs (777 ) Net carrying value of debt 19,223 Less: current portion (5,333 ) Long-term debt $ 13,890 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Assumptions used in the Black-Scholes Option-Pricing Model | Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Risk free interest rate 1.9% to 2.1% 1.1% to 1.3% 1.9% to 2.3% 1.1% to 1.4% Expected term 6.1 years 5.1 to 6.1 years 5.1 to 6.1 years 5.1 to 6.1 years Expected volatility 75.1% to 75.5% 77.0% to 78.1% 75.1% to 76.6% 77.0% to 78.1% Expected dividend yield —% —% —% —% |
Stock-Based Compensation Expense | The following table summarizes the components of total stock-based compensation expense included in the condensed consolidated statements of operations (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Cost of contract manufacturing $ — $ 98 $ 71 $ 294 Research and development 294 532 1,313 1,449 Selling, general and administrative 968 1,311 2,682 3,460 Total $ 1,262 $ 1,941 $ 4,066 $ 5,203 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss Per Share | A reconciliation of the numerators and denominators used in computing net loss from continuing operations per share is as follows (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Numerator: Net loss from continuing operations $ (42,660 ) $ (16,618 ) $ (86,239 ) $ (45,085 ) Denominator: Shares used in per share calculation 25,431 24,791 25,024 24,780 Net loss from continuing operations per share, basic and diluted $ (1.68 ) $ (0.67 ) $ (3.45 ) $ (1.82 ) |
Schedule of Antidilutive Securities Excluded from Computation of Diluted Net Loss per Share | The following table presents the potential shares of common stock outstanding that were excluded from the computation of diluted net loss from continuing operations per share for the periods presented because including them would have been anti-dilutive (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Shares subject to outstanding common stock options 4,121 3,310 3,879 3,128 Shares subject to outstanding restricted stock units 271 106 228 78 Shares subject to outstanding warrants to purchase common stock 1,251 1,975 1,522 1,975 Total 5,643 5,391 5,629 5,181 |
Organization, Basis of Presen23
Organization, Basis of Presentation and Going Concern - Narrative (Details) - USD ($) $ in Thousands | Oct. 05, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Class of Stock [Line Items] | |||||
Accumulated deficit | $ (532,332) | $ (445,223) | |||
Document Period End Date | Sep. 30, 2017 | ||||
Cash and cash equivalents | $ 64,730 | $ 109,866 | $ 91,551 | $ 155,349 | |
Net proceeds from issuance of common stock | $ 19,378 | $ 0 | |||
Subsequent Event | |||||
Class of Stock [Line Items] | |||||
Net proceeds from issuance of common stock | $ 271,300 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies - Additional Information (Details) - Accounting Standards Update 2016-09 [Member] $ in Millions | Jan. 01, 2017USD ($) |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Deferred tax asset related to excess tax benefit | $ 0.2 |
Deferred tax asset valuation allowance | $ 0.2 |
Inventory (Detail)
Inventory (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | ||||
Raw materials | $ 0 | $ 4,397 | ||
Work in process | 0 | 2,650 | ||
Total | 0 | $ 7,047 | ||
Inventory charge recorded | $ 2,200 | $ 2,232 | $ 0 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Number of shares of stock warranted (shares) | 1,901,918 | ||
Exercise price of warrants (in dollars per share) | $ 20 | ||
Term of common stock warrant exercisable | 5 years | ||
Shares of common stock exercisable through warrants | 28,125 | ||
Warrants exercise price per share (usd per share) | $ 72 | ||
Money market fund shares | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets measured at fair value on a recurring basis | $ 50,025,000 | $ 87,792,000 | |
Money market fund shares | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets measured at fair value on a recurring basis | 50,025,000 | 87,792,000 | |
Money market fund shares | Significant Other Observable Inputs (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets measured at fair value on a recurring basis | 0 | 0 | |
Money market fund shares | Significant Unobservable Inputs (Level 3) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets measured at fair value on a recurring basis | 0 | 0 | |
Common Stock Warrant Liabilities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities measured at fair value on a recurring basis | 449,000 | 809,000 | |
Common Stock Warrant Liabilities | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities measured at fair value on a recurring basis | 0 | 0 | |
Common Stock Warrant Liabilities | Significant Other Observable Inputs (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities measured at fair value on a recurring basis | 0 | 0 | |
Common Stock Warrant Liabilities | Significant Unobservable Inputs (Level 3) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities measured at fair value on a recurring basis | 449,000 | 809,000 | |
Contingent Consideration Liabilities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities measured at fair value on a recurring basis | 64,400,000 | 52,800,000 | |
Contingent Consideration Liabilities | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities measured at fair value on a recurring basis | 0 | 0 | |
Contingent Consideration Liabilities | Significant Other Observable Inputs (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities measured at fair value on a recurring basis | 0 | 0 | |
Contingent Consideration Liabilities | Significant Unobservable Inputs (Level 3) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities measured at fair value on a recurring basis | $ 64,400,000 | $ 52,800,000 | |
ZX008 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Potential contingent consideration payment, minimum | $ 0 | ||
Potential contingent consideration payment, maximum | $ 95,000,000 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Details) - Significant Unobservable Inputs (Level 3) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Contingent Consideration Liabilities | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Beginning Balance | $ 53,900 | $ 53,600 | $ 52,800 | $ 51,000 |
Changes in fair value | 10,500 | 200 | 11,600 | 2,800 |
Ending Balance | 64,400 | 53,800 | 64,400 | 53,800 |
Common Stock Warrant Liabilities | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Beginning Balance | 69 | 692 | 809 | 6,196 |
Changes in fair value | 380 | 356 | (360) | (5,148) |
Ending Balance | $ 449 | $ 1,048 | $ 449 | $ 1,048 |
Contract Manufacturing Agreem28
Contract Manufacturing Agreement with Endo (Details) - USD ($) $ in Thousands | Jun. 17, 2016 | Sep. 30, 2017 | May 31, 2014 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Supply Commitment [Line Items] | |||||||||
Asset impairment charges | $ 1,116 | $ 0 | |||||||
Inventory charge recorded | $ 2,200 | 2,232 | $ 0 | ||||||
Sumavel DosePro | |||||||||
Supply Commitment [Line Items] | |||||||||
Asset impairment charges | $ 800 | $ 6,400 | |||||||
Promissory note | Working Capital Advance | |||||||||
Supply Commitment [Line Items] | |||||||||
Working capital advance | $ 7,000 | ||||||||
Endo Ventures Supply Agreement | |||||||||
Supply Commitment [Line Items] | |||||||||
Initial term of supply agreement | 8 years | ||||||||
Endo Ventures Supply Agreement | Working Capital Advance | |||||||||
Supply Commitment [Line Items] | |||||||||
Initial term of supply agreement | 8 years | ||||||||
Endo Ventures Termination Agreement | |||||||||
Supply Commitment [Line Items] | |||||||||
Cash consideration received | $ 1,500 | ||||||||
Loss on lease | 2,500 | $ 500 | |||||||
Payment of contract termination costs | 1,800 | ||||||||
Asset retirement obligation | $ 600 | ||||||||
Accrued contract termination costs | 700 | $ 700 | $ 700 | ||||||
Settlement of Accounts Receivable | Endo Ventures Termination Agreement | |||||||||
Supply Commitment [Line Items] | |||||||||
Cash consideration received | 4,700 | ||||||||
Extinguishment of Promissory Note | Endo Ventures Termination Agreement | |||||||||
Supply Commitment [Line Items] | |||||||||
Cash consideration received | $ 2,300 |
Debt Obligations - Debt Maturit
Debt Obligations - Debt Maturity Schedule (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
2017 (remaining 3 months) | $ 0 | |
2,018 | 8,000 | |
2,019 | 8,000 | |
2,020 | 4,000 | |
Principal balance outstanding | 20,000 | |
Less: unamortized debt discount and issuance costs | (777) | |
Net carrying value of debt | 19,223 | |
Less: current portion | (5,333) | $ 0 |
Long-term debt | $ 13,890 | $ 18,824 |
Debt Obligations - Narrative (D
Debt Obligations - Narrative (Details) - USD ($) | Jun. 17, 2016 | Dec. 31, 2014 | May 31, 2014 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Jul. 01, 2020 | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Unamortized Discount | $ 0 | $ 0 | $ 3,733,000 | ||||||
Period For Warrant Term | 5 years | ||||||||
Exercise price of warrants (in dollars per share) | $ 20 | $ 20 | |||||||
Number of shares of stock warranted (shares) | 1,901,918 | 1,901,918 | |||||||
Document Period End Date | Sep. 30, 2017 | ||||||||
Working capital advance note payable, net of discount of $0 and $3,733 at September 30, 2017 and December 31, 2016, respectively | $ 0 | $ 0 | $ 3,267,000 | ||||||
Loss on extinguishment of debt | $ (3,378,000) | $ 0 | $ (3,378,000) | $ 0 | |||||
Term Loan | Loan And Security Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Covenant compliance, deposit account, percent of account balances (percent) | 50.00% | ||||||||
Collateral account balance, covenant compliance amount | $ 50,000,000 | ||||||||
Interest rate (percent) | 7.00% | ||||||||
Debt Instrument, Unamortized Discount | $ 600,000 | ||||||||
Period For Warrant Term | 10 years | ||||||||
Exercise price of warrants (in dollars per share) | $ 9.44 | ||||||||
Number of shares of stock warranted (shares) | 63,559 | ||||||||
Borrowing limit under Term loan and Revolving credit facility | $ 20,000,000 | ||||||||
Final payment of existing term loans | $ 1,000,000 | ||||||||
Termination fee | $ 200,000 | ||||||||
Term Loan | Loan And Security Agreement | Prime Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (percent) | 3.25% | 5.25% | |||||||
Interest rate (percent) | 8.75% | ||||||||
Promissory note | Working Capital Advance | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Unamortized Discount | $ 4,700,000 | ||||||||
Face amount of debt | $ 7,000,000 | ||||||||
Revolving Credit Facility | Loan And Security Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowing limit under Term loan and Revolving credit facility | $ 4,000,000 | ||||||||
Final payment of existing term loans | $ 100,000 | ||||||||
Scenario, Forecast [Member] | Term Loan | Loan And Security Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Final payment of existing term loans | $ 1,400,000 | ||||||||
Silicon Valley Bank [Member] | Term Loan | Loan And Security Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Covenant compliance, deposit account, percent of account balances (percent) | 85.00% | ||||||||
Endo Ventures Supply Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Initial term of supply agreement | 8 years | ||||||||
Endo Ventures Supply Agreement | Working Capital Advance | |||||||||
Debt Instrument [Line Items] | |||||||||
Initial term of supply agreement | 8 years |
Commitments and Contingencies31
Commitments and Contingencies (Details) - Accrued Lease on Lease Obligations $ in Millions | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Loss Contingencies [Line Items] | |
Fair value of cease-use liability | $ 1.1 |
Deferred rent liability | 0.5 |
Loss on lease | $ 0.6 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended |
May 31, 2016 | Sep. 30, 2017 | |
Class of Stock [Line Items] | ||
Proceeds from stock issuance | $ 19.4 | |
Underwriting discounts, commissions and other offering costs | $ 0.7 | |
Common Stock | ||
Class of Stock [Line Items] | ||
Aggregate offering price | $ 25 | |
Stock issued (in shares) | 1,550,880 |
Stock-Based Compensation - Assu
Stock-Based Compensation - Assumptions used in Black-Scholes Option-Pricing Model (Detail) - Stock Options | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk free interest rate, minimum | 1.90% | 1.10% | 1.90% | 1.10% |
Risk free interest rate, maximum | 2.10% | 1.30% | 2.30% | 1.40% |
Expected volatility, minimum | 75.10% | 77.00% | 75.10% | 77.00% |
Expected volatility, maximum | 75.50% | 78.10% | 76.60% | 78.10% |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term | 6 years 1 month | 5 years 1 month 6 days | 5 years 1 month 6 days | 5 years 1 month 6 days |
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term | 6 years 1 month | 6 years 1 month | 6 years 1 month | 6 years 1 month |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 1,262 | $ 1,941 | $ 4,066 | $ 5,203 |
Cost of contract manufacturing | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 0 | 98 | 71 | 294 |
Research and development | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 294 | 532 | 1,313 | 1,449 |
Selling, general and administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 968 | $ 1,311 | $ 2,682 | $ 3,460 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - $ / shares shares in Millions | 1 Months Ended | 9 Months Ended |
Mar. 31, 2017 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options granted (shares) | 0.9 | |
Weighted average grant date fair value (in dollars per share) | $ 7.17 | |
Cliff Vesting Upon FDA Approval | Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
RSUs granted to employees and executives (shares) | 0.2 | |
Weighted average grant date fair value of RSU (in dollars per share) | $ 10.20 | |
Maximum | Cliff Vesting Upon FDA Approval | Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Performance period for vesting (maximum) | 5 years |
Net Loss Per Share - Reconcilia
Net Loss Per Share - Reconciliation of Numerator and Denominators in Computing Net Loss per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
Net loss from continuing operations | $ (42,660) | $ (16,618) | $ (86,239) | $ (45,085) |
Shares used in per share calculation | 25,431 | 24,791 | 25,024 | 24,780 |
Net loss from continuing operations per share, basic and diluted | $ (1.68) | $ (0.67) | $ (3.45) | $ (1.82) |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Anti-dilutive securities excluded from computation of earnings per share amount | 5,643 | 5,391 | 5,629 | 5,181 | ||
Shares subject to outstanding common stock options | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Anti-dilutive securities excluded from computation of earnings per share amount | 4,121 | 3,310 | 3,879 | 3,128 | ||
Shares subject to outstanding restricted stock units | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Anti-dilutive securities excluded from computation of earnings per share amount | 271 | 106 | 228 | 78 | ||
Shares subject to outstanding warrants to purchase common stock | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Anti-dilutive securities excluded from computation of earnings per share amount | 1,251 | 1,975 | 1,522 | 1,975 |
Subsequent Events Subsequent Ev
Subsequent Events Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | Oct. 05, 2017 | Sep. 30, 2017 | Sep. 30, 2016 |
Subsequent Event [Line Items] | |||
Net proceeds from issuance of common stock | $ 19,378 | $ 0 | |
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Stock issued (in shares) | 7.7 | ||
Offering price (in dollars per share) | $ 37.50 | ||
Net proceeds from issuance of common stock | $ 271,300 | ||
Underwriters' Additional Purchase Option [Member] | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Stock issued (in shares) | 1 |