Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 11, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | DRNA | |
Entity Registrant Name | DICERNA PHARMACEUTICALS INC | |
Entity Central Index Key | 1,399,529 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 52,821,624 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 43,046 | $ 68,789 |
Held-to-maturity investments | 54,770 | 44,889 |
Withholding tax receivable | 1,583 | 1,583 |
Prepaid expenses and other current assets | 2,411 | 3,415 |
Total current assets | 101,810 | 118,676 |
NONCURRENT ASSETS: | ||
Property and equipment-net | 1,451 | 1,512 |
Restricted cash equivalents | 744 | 744 |
Other noncurrent assets | 69 | 70 |
Total noncurrent assets | 2,264 | 2,326 |
TOTAL ASSETS | 104,074 | 121,002 |
CURRENT LIABILITIES: | ||
Accounts payable | 2,026 | 4,920 |
Accrued expenses and other current liabilities | 6,437 | 5,726 |
Current portion of deferred revenue | 6,180 | 6,180 |
Total current liabilities | 14,643 | 16,826 |
Deferred revenue, net of current portion | 1,545 | 3,090 |
TOTAL LIABILITIES | 16,188 | 19,916 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY: | ||
Preferred stock, $0.0001 par value-5,000,000 shares authorized; no shares issued or outstanding at March 31, 2018 or December 31, 2017 | ||
Common stock, $0.0001 par value-150,000,000 shares authorized; 51,781,429 and 51,644,841 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively | 5 | 5 |
Additional paid-in capital | 419,416 | 417,037 |
Accumulated deficit | (331,535) | (315,956) |
Total stockholders' equity | 87,886 | 101,086 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 104,074 | $ 121,002 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 51,781,429 | 51,644,841 |
Common stock, shares outstanding | 51,781,429 | 51,644,841 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Revenue from collaborative arrangement | $ 1,545 | |
Operating expenses: | ||
Research and development | 9,893 | $ 8,743 |
General and administrative | 7,519 | 5,496 |
Total operating expenses | 17,412 | 14,239 |
Loss from operations | (15,867) | (14,239) |
Interest income | 288 | 38 |
Net loss | $ (15,579) | $ (14,201) |
Net loss per share-basic and diluted | $ (0.30) | $ (0.68) |
Weighted average shares outstanding-basic and diluted | 51,723,349 | 20,791,644 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (15,579) | $ (14,201) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 1,747 | 2,007 |
Depreciation | 195 | 158 |
Loss on disposal of property and equipment | 51 | |
Amortization of (discount)/premium on investments | (90) | 7 |
Changes in operating assets and liabilities: | ||
Deferred revenue | (1,545) | |
Prepaid expenses and other assets | 1,004 | (755) |
Accounts payable | (2,895) | (192) |
Accrued expenses and other liabilities | 712 | (84) |
Net cash used in operating activities | (16,451) | (13,009) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (134) | (58) |
Maturities of held-to-maturity investments | 20,000 | 15,000 |
Purchases of held-to-maturity investments | (29,790) | |
Net cash provided by (used in) investing activities | (9,924) | 14,942 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from stock option exercises and issuances under Employee Stock Purchase Plan | 667 | 86 |
Settlement of restricted stock for tax withholding | (35) | (11) |
Net cash provided by financing activities | 632 | 75 |
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH EQUIVALENTS | (25,743) | 2,008 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH EQUIVALENTS - Beginning of period | 69,533 | 21,981 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH EQUIVALENTS - End of period | $ 43,790 | 23,989 |
NONCASH FINANCING ACTIVITIES: | ||
Deferred financing costs included in accrued expenses and other liabilities | 620 | |
NONCASH INVESTING ACTIVITIES: | ||
Property and equipment purchases included in accounts payable and accrued expenses | $ 12 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Operating Cash Flows, Direct Method [Abstract] | ||||
Cash and cash equivalents | $ 43,046 | $ 68,789 | $ 22,873 | |
Restricted cash equivalents | 744 | 744 | 1,116 | |
Cash, cash equivalents and restricted cash equivalents presented above | $ 43,790 | $ 69,533 | $ 23,989 | $ 21,981 |
Description of Business and Bas
Description of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | 1. Description of Business and Basis of Presentation Business Dicerna Pharmaceuticals, Inc. (“Dicerna” or the “Company”), a Delaware corporation founded in 2006 and located in Cambridge, Massachusetts, is a biopharmaceutical company focused on the discovery and development of innovative subcutaneously delivered ribonucleic acid interference (“RNAi”)-based pharmaceuticals using its GalXC TM Basis of presentation These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, these condensed consolidated financial statements do not include all of the information and notes required by GAAP to constitute a complete set of financial statements. These condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position at March 31, 2018 and results of operations and cash flows for the interim periods ended March 31, 2018 and 2017. These unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K Significant judgments and estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the Company’s consolidated financial statements, as well as the revenues and expenses incurred during the reporting periods. On an ongoing basis, the Company evaluates judgments and estimates, including those related to revenue recognition and accrued expenses. The Company bases its estimates on historical experience and on various other factors that the Company believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not apparent from other sources. Changes in estimates are reflected in reported results for the period in which they become known. Actual results could differ materially from those estimates. Liquidity Based on the Company’s current operating plan and liquidity, management believes that available cash, cash equivalents and held-to-maturity 12-month Summary of Significant Accounting Policies 10-K, No. 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue recognition The Company generates revenue from research collaboration and license agreements with third-party customers. Goods and services in the agreements typically include (i) the granting of licenses for the use of the Company’s technology and (ii) providing services associated with the research and development of customer product candidates. Such agreements may provide for consideration to the Company in the form of upfront payments, research and development services, option payments, milestone payments and royalty payments on licensed products. The Company accounts for a contract when the Company has approval and commitment from both parties, when the rights of the parties are identified, when payment terms are identified, when the contract has commercial substance and when collectibility of consideration is probable. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under each of its agreements, management completes the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations; (iii) measurement of the transaction price, including whether there are any constraints on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. As part of the accounting for the relevant arrangements, the Company develops assumptions that require judgment to determine the stand-alone selling price for each performance obligation identified in the underlying contract. The Company uses key assumptions to determine the stand-alone selling price, which may include, as applicable, relevant market data, forecasted revenues, development timelines, reimbursement rates for personnel costs, discount rates or probabilities of technical and regulatory success. Licenses of intellectual property: Milestone payments: re-evaluates catch-up Options: Research and development services: Royalties: out-licensing The Company receives payments from its licensees as established in each contract. Upfront payments and fees are recorded as deferred revenue upon receipt or when due, and may require deferral of revenue recognition to a future period until the Company performs its obligations under these arrangements. Where applicable, amounts are recorded as contracts receivable when the Company’s right to consideration is unconditional. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the licensees and the transfer of the promised goods or services to the licensees will be one year or less. Recent Accounting Pronouncements Adopted in 2018 Revenue recognition In May 2014, the FASB issued Topic 606, which amends the guidance for accounting for revenue from contracts with customers, superseding the revenue recognition requirements in Accounting Standards Codification Topic 605, Revenue Recognition Income taxes In October 2016, the FASB issued ASU No. 2016-16, Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other than Inventory 2016-16”), 2016-16 pre-tax 2016-16 2016-16 Statement of cash flows In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230) 2016-15”), a 2016-15 2016-15 2016-15 In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash 2016-18”), 2016-18 2016-18 Stock-based compensation In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting 2017-09”), 2017-09, 2017-19 Not yet adopted Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) 2016-02”), which 2016-02 2016-02 2016-02 non-cancelable |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 2. Net Loss Per Share The outstanding securities presented below were excluded from the calculation of net loss per share, because such securities would have been anti-dilutive due to the Company’s net loss per share during the periods ending on the dates presented (amounts in thousands). March 31, 2018 2017 Options to purchase common stock 7,171,978 6,049,346 Warrants to purchase common stock 87,901 87,901 Unvested restricted common stock — 10,000 Total 7,259,879 6,147,247 |
Held-to-maturity Investments
Held-to-maturity Investments | 3 Months Ended |
Mar. 31, 2018 | |
Text Block [Abstract] | |
Held-to-maturity Investments | 3. Held-to-maturity The following tables provide information relating to the Company’s held-to-maturity Amortized Gross Gross Fair As of March 31, 2018: Held-to-maturity U.S. treasury securities maturing in one year or less $ 54,770 $ — $ (31 ) $ 54,739 Amortized Gross Gross Fair As of December 31, 2017: Held-to-maturity U.S. treasury securities maturing in one year or less $ 44,889 $ — $ (30 ) $ 44,859 |
Stock Option Plan and Stock-Bas
Stock Option Plan and Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Option Plan and Stock-Based Compensation | 4. Stock Option Plan and Stock-Based Compensation During the three-month periods ended March 31, 2018 and 2017, the Company granted stock options to purchase 1,319,350 and 978,497 shares, respectively, of common stock to employees with aggregate grant-date fair values of $9.4 million and $2.0 million, respectively. The assumptions used to estimate the grant date fair value using the Black-Scholes option pricing model were as follows: Three Months Ended Three Months Ended Common stock price $ 9.30 – $12.78 $ 2.49 – $2.97 Expected option term (in years) 6.25 6.25 Expected volatility 75.9% – 90.9 % 79.4% – 80.0 % Risk-free interest rate 2.32% – 2.64 % 2.04% – 2.07 % Expected dividend yield 0.00 % 0.00 % The Company has classified stock-based compensation in its condensed consolidated statements of operations as follows (amounts in thousands): Three Months Ended March 31, 2018 2017 Research and development expenses $ 807 $ 944 General and administrative expenses 940 1,063 Total $ 1,747 $ 2,007 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 5. Fair Value Measurements A summary of the Company’s financial assets that are measured or disclosed at fair value on a recurring basis as of March 31, 2018 and December 31, 2017 are presented below (amounts in thousands). Description At March 31, Level 1 Level 2 Level 3 Cash equivalents Money market fund $ 23,031 $ 23,031 $ — $ — Held-to-maturity U.S. treasury securities 54,739 — 54,739 — Restricted cash equivalents Money market fund 744 — 744 — Total $ 78,514 $ 23,031 $ 55,483 $ — Description At December 31, Level 1 Level 2 Level 3 Cash equivalents Money market fund $ 51,441 $ 51,441 $ — $ — Held-to-maturity U.S. treasury securities 44,859 — 44,859 — Restricted cash equivalents Money market fund 744 — 744 — Total $ 97,044 $ 51,441 $ 45,603 $ — The Company’s cash equivalents, which are in money market funds, are classified within Level 1 of the fair value hierarchy because they are valued using quoted prices as of March 31, 2018 and December 31, 2017. The Company’s restricted cash equivalents bore interest at the prevailing market rates for instruments with similar characteristics and, accordingly, the carrying value of these instruments also approximated their fair value. These financial instruments were classified within Level 2 of the fair value hierarchy, because the inputs to the fair value measurement are valued using observable inputs as of March 31, 2018 and December 31, 2017. The Company’s held-to-maturity As of March 31, 2018 and December 31, 2017, the carrying amounts of the withholding tax receivable, accounts payable and accrued expenses approximated their estimated fair values because of the short-term nature of these financial instruments. For the three-month periods ended March 31, 2018 and 2017, there were no transfers between Level 1 and Level 2. |
Collaborative Research and Lice
Collaborative Research and License Agreement | 3 Months Ended |
Mar. 31, 2018 | |
Research and Development [Abstract] | |
Collaborative Research and License Agreement | 6. Collaborative Research and License Agreement On October 27, 2017, the Company entered into a collaborative research and license agreement with Boehringer Ingelheim International GmbH (“BI”) (the “BI Agreement”), pursuant to which the Company and BI jointly research and develop product candidates for the treatment of chronic liver disease using the GalXC platform, Dicerna’s proprietary RNAi-based technology. The BI Agreement is for the development of product candidates against one target gene with an option for BI to add the development of product candidates that target a second gene. Also pursuant to the BI Agreement, Dicerna granted BI a worldwide license in connection with the research and development of the product candidates and will transfer to BI intellectual property rights of the product candidates selected by BI for clinical development and commercialization. Dicerna also may provide assistance to BI in order to help BI further develop selected product candidates. Under the terms of the BI Agreement, BI agreed to pay Dicerna a non-refundable During the term of the research program, BI will reimburse Dicerna the cost of certain materials and third-party expenses that have been included in the preclinical studies. The Company is eligible to receive up to $191.0 million in potential development and commercial milestones related to the initial target. Dicerna is also eligible to receive royalty payments on potential global net sales, subject to certain adjustments, tiered from high single digits up to low double-digits. BI’s option to add a second target would provide for an option fee payment and success-based development and commercialization milestones and royalty payments to Dicerna. Milestone payments that are contingent upon the Company’s performance under the BI Agreement include potential developmental milestones totaling $99.0 million, including milestones for first commercial sale. The Company has excluded the amounts from allocable consideration at the outset of the arrangement, as described below. All potential net sales milestones, totaling $95.0 million, will be accounted for in the same manner as royalties and recorded as revenue at the later of the achievement of the milestone or the satisfaction of the performance obligation. The Company assessed the BI Agreement in accordance with Topic 606 and concluded that BI is a customer. The Company identified the following performance obligations under the contract: the license of intellectual property and conducting agreed-upon research program services. The Company concluded the option underlying the transfer of future licenses and potential associated research for any not-yet-known know-how vis-à-vis Based on management’s evaluation, the non-refundable re-evaluate The $10.3 million transaction price is being recognized over the current research term, which is estimated to extend through June 30, 2019, which represents the Company’s best estimate of the period of the obligation to provide research support services to BI. Related revenue is being recognized on a straight-line basis, which is in management’s judgment an appropriate measure of progress toward satisfying the performance obligation, largely in absence of evidence that obligations are fulfilled in a specific pattern. The following table presents changes in the Company’s deferred revenue accounts during the three months ended March 31, 2018 (amounts in thousands). Three months ended March 31, 2018 Balance at beginning Additions Deductions Balance at end of Current portion of deferred revenue $ 6,180 — — $ 6,180 Deferred revenue, net of current portion $ 3,090 — $ (1,545 ) $ 1,545 During the three months ended March 31, 2018, the Company recognized the following revenues as a result of changes in the deferred revenue balances (amounts in thousands): Revenue recognized in the period from: Three months ended Amounts included in the contract liability at the beginning of the period $ 1,545 There was no activity related to the Company’s contract liability (deferred revenue) accounts during the quarter ended March 31, 2017. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Facility lease Future minimum lease payments on the Company’s non-cancelable Period ending March 31, Operating 2018 $ 1,642 2019 1,691 2020* 1,149 Total $ 4,482 * The end of the lease term is November 30, 2020. Litigation On June 10, 2015, Alnylam Pharmaceuticals, Inc. (“Alnylam”) filed a complaint against the Company in the Superior Court of Middlesex County, Massachusetts (the “Court”). The complaint alleged misappropriation of confidential, proprietary, and trade secret information, as well as other related claims, in connection with the Company’s hiring of a number of former employees of Merck & Co., Inc. (“Merck”) and its discussions with Merck regarding the acquisition of its subsidiary, Sirna Therapeutics, Inc., which was subsequently acquired by Alnylam. See also note 8. From time to time, the Company may be subject to various claims and legal proceedings. If the potential loss from any claim, asserted or unasserted, or legal proceeding is considered probable and the amount is reasonably estimable, the Company will accrue a liability for the estimated loss. There were no litigation liabilities recorded as of March 31, 2018 or December 31, 2017. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 8. Subsequent Events On April 18, 2018, the Company and Alnylam entered into a Confidential Settlement Agreement and General Release (the “Settlement Agreement”), resolving all ongoing litigation between the Company and Alnylam. The terms of the Settlement Agreement include mutual releases and dismissals with prejudice of all claims and counterclaims in the following litigation between the parties: (i) Alnylam Pharmaceuticals, Inc. v. Dicerna Pharmaceuticals, Inc. No. 15-4126 Dicerna Pharmaceuticals, Inc., v. Alnylam Pharmaceuticals, Inc. No.1:17-cv-11466 Under the Settlement Agreement, for periods ranging from 18 months up to four years, the Company will be restricted in its development and other activities relating to oligonucleotide-based therapeutics directed toward a defined set of eight Alnylam targets (the “Oligo Restrictions”). The Oligo Restrictions pertain to targets where Dicerna does not have, or does not currently intend to have, a therapeutic program, or are expected to be consistent with Dicerna’s execution on programs in the normal course of business. The Settlement Agreement does not include any admission of liability or wrongdoing by either party or any licenses to any other intellectual property from either party. On April 20, 2018, the Company and Alnylam entered into the Share Issuance Agreement, pursuant to which the Company agreed to issue to Alnylam 983,208 Shares in satisfaction of the Company’s obligation under the Settlement Agreement to deliver Shares to Alnylam. The Share Issuance Agreement contains customary representations and warranties of each party. Pursuant to the terms of the Share Issuance Agreement, Alnylam may not, without the prior approval of the Company, dispose of any of the Shares for a six-month |
Description of Business and B15
Description of Business and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Business | Business Dicerna Pharmaceuticals, Inc. (“Dicerna” or the “Company”), a Delaware corporation founded in 2006 and located in Cambridge, Massachusetts, is a biopharmaceutical company focused on the discovery and development of innovative subcutaneously delivered ribonucleic acid interference (“RNAi”)-based pharmaceuticals using its GalXC TM |
Basis of presentation | Basis of presentation These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, these condensed consolidated financial statements do not include all of the information and notes required by GAAP to constitute a complete set of financial statements. These condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position at March 31, 2018 and results of operations and cash flows for the interim periods ended March 31, 2018 and 2017. These unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K |
Significant judgments and estimates | Significant judgments and estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the Company’s consolidated financial statements, as well as the revenues and expenses incurred during the reporting periods. On an ongoing basis, the Company evaluates judgments and estimates, including those related to revenue recognition and accrued expenses. The Company bases its estimates on historical experience and on various other factors that the Company believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not apparent from other sources. Changes in estimates are reflected in reported results for the period in which they become known. Actual results could differ materially from those estimates. |
Liquidity | Liquidity Based on the Company’s current operating plan and liquidity, management believes that available cash, cash equivalents and held-to-maturity 12-month |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies 10-K, No. 2014-09, Revenue from Contracts with Customers (Topic 606) |
Revenue recognition | Revenue recognition The Company generates revenue from research collaboration and license agreements with third-party customers. Goods and services in the agreements typically include (i) the granting of licenses for the use of the Company’s technology and (ii) providing services associated with the research and development of customer product candidates. Such agreements may provide for consideration to the Company in the form of upfront payments, research and development services, option payments, milestone payments and royalty payments on licensed products. The Company accounts for a contract when the Company has approval and commitment from both parties, when the rights of the parties are identified, when payment terms are identified, when the contract has commercial substance and when collectibility of consideration is probable. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under each of its agreements, management completes the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations; (iii) measurement of the transaction price, including whether there are any constraints on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. As part of the accounting for the relevant arrangements, the Company develops assumptions that require judgment to determine the stand-alone selling price for each performance obligation identified in the underlying contract. The Company uses key assumptions to determine the stand-alone selling price, which may include, as applicable, relevant market data, forecasted revenues, development timelines, reimbursement rates for personnel costs, discount rates or probabilities of technical and regulatory success. Licenses of intellectual property: Milestone payments: re-evaluates catch-up Options: Research and development services: Royalties: out-licensing The Company receives payments from its licensees as established in each contract. Upfront payments and fees are recorded as deferred revenue upon receipt or when due, and may require deferral of revenue recognition to a future period until the Company performs its obligations under these arrangements. Where applicable, amounts are recorded as contracts receivable when the Company’s right to consideration is unconditional. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the licensees and the transfer of the promised goods or services to the licensees will be one year or less. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Adopted in 2018 Revenue recognition In May 2014, the FASB issued Topic 606, which amends the guidance for accounting for revenue from contracts with customers, superseding the revenue recognition requirements in Accounting Standards Codification Topic 605, Revenue Recognition Income taxes In October 2016, the FASB issued ASU No. 2016-16, Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other than Inventory 2016-16”), 2016-16 pre-tax 2016-16 2016-16 Statement of cash flows In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230) 2016-15”), a 2016-15 2016-15 2016-15 In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash 2016-18”), 2016-18 2016-18 Stock-based compensation In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting 2017-09”), 2017-09, 2017-19 Not yet adopted Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) 2016-02”), which 2016-02 2016-02 2016-02 non-cancelable |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Dilutive Securities Outstanding | The outstanding securities presented below were excluded from the calculation of net loss per share, because such securities would have been anti-dilutive due to the Company’s net loss per share during the periods ending on the dates presented (amounts in thousands). March 31, 2018 2017 Options to purchase common stock 7,171,978 6,049,346 Warrants to purchase common stock 87,901 87,901 Unvested restricted common stock — 10,000 Total 7,259,879 6,147,247 |
Held-to-maturity Investments (T
Held-to-maturity Investments (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Text Block [Abstract] | |
Schedule of Held-To-Maturity Investments | The following tables provide information relating to the Company’s held-to-maturity Amortized Gross Gross Fair As of March 31, 2018: Held-to-maturity U.S. treasury securities maturing in one year or less $ 54,770 $ — $ (31 ) $ 54,739 Amortized Gross Gross Fair As of December 31, 2017: Held-to-maturity U.S. treasury securities maturing in one year or less $ 44,889 $ — $ (30 ) $ 44,859 |
Stock Option Plan and Stock-B18
Stock Option Plan and Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Stock-Based Compensation Expense | The Company has classified stock-based compensation in its condensed consolidated statements of operations as follows (amounts in thousands): Three Months Ended March 31, 2018 2017 Research and development expenses $ 807 $ 944 General and administrative expenses 940 1,063 Total $ 1,747 $ 2,007 |
Stock Options Granted to Non-Employees [Member] | |
Schedule of Valuation Assumptions | The assumptions used to estimate the grant date fair value using the Black-Scholes option pricing model were as follows: Three Months Ended Three Months Ended Common stock price $ 9.30 – $12.78 $ 2.49 – $2.97 Expected option term (in years) 6.25 6.25 Expected volatility 75.9% – 90.9 % 79.4% – 80.0 % Risk-free interest rate 2.32% – 2.64 % 2.04% – 2.07 % Expected dividend yield 0.00 % 0.00 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets Measured or Disclosed at Fair Value | A summary of the Company’s financial assets that are measured or disclosed at fair value on a recurring basis as of March 31, 2018 and December 31, 2017 are presented below (amounts in thousands). Description At March 31, Level 1 Level 2 Level 3 Cash equivalents Money market fund $ 23,031 $ 23,031 $ — $ — Held-to-maturity U.S. treasury securities 54,739 — 54,739 — Restricted cash equivalents Money market fund 744 — 744 — Total $ 78,514 $ 23,031 $ 55,483 $ — Description At December 31, Level 1 Level 2 Level 3 Cash equivalents Money market fund $ 51,441 $ 51,441 $ — $ — Held-to-maturity U.S. treasury securities 44,859 — 44,859 — Restricted cash equivalents Money market fund 744 — 744 — Total $ 97,044 $ 51,441 $ 45,603 $ — |
Collaborative Research and Li20
Collaborative Research and License Agreement (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Research and Development [Abstract] | |
Schedule of Changes in Deferred Revenue Accounts | The following table presents changes in the Company’s deferred revenue accounts during the three months ended March 31, 2018 (amounts in thousands). Three months ended March 31, 2018 Balance at beginning Additions Deductions Balance at end of Current portion of deferred revenue $ 6,180 — — $ 6,180 Deferred revenue, net of current portion $ 3,090 — $ (1,545 ) $ 1,545 |
Schedule of Recognition of Revenues as a Result of Changes in Deferred Revenue Balances | During the three months ended March 31, 2018, the Company recognized the following revenues as a result of changes in the deferred revenue balances (amounts in thousands): Revenue recognized in the period from: Three months ended Amounts included in the contract liability at the beginning of the period $ 1,545 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Lease Payments on Company's Non-cancelable Operating Lease | Future minimum lease payments on the Company’s non-cancelable Period ending March 31, Operating 2018 $ 1,642 2019 1,691 2020* 1,149 Total $ 4,482 * The end of the lease term is November 30, 2020. |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Dilutive Securities Outstanding (Detail) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 7,259,879 | 6,147,247 |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 7,171,978 | 6,049,346 |
Hercules Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 87,901 | 87,901 |
Unvested Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 10,000 |
Held-to-maturity Investments -
Held-to-maturity Investments - Schedule of Held-To-Maturity Investments (Detail) - US Treasury Securities [Member] - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Schedule of Held-to-maturity Securities [Line Items] | ||
Held-to-maturity investments, Amortized Cost | $ 54,770 | $ 44,889 |
Held-to-maturity investments, Gross Unrealized Gains | 0 | 0 |
Held-to-maturity investments, Gross Unrealized Losses | (31) | (30) |
Held-to-maturity investments, Fair Value, Total | $ 54,739 | $ 44,859 |
Stock Option Plan and Stock-B24
Stock Option Plan and Stock-Based Compensation - Additional Information (Detail) - Employee Stock Option [Member] - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock option, granted | 1,319,350 | 978,497 |
Fair value of stock options | $ 9.4 | $ 2 |
Stock Option Plan and Stock-B25
Stock Option Plan and Stock-Based Compensation - Schedule of Valuation Assumptions (Detail) - Employee Stock Option [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected option term (in years) | 6 years 2 months 30 days | 6 years 2 months 30 days |
Expected dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock price | $ 9.30 | $ 2.49 |
Expected volatility | 75.90% | 79.40% |
Risk-free interest rate | 2.32% | 2.04% |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock price | $ 12.78 | $ 2.97 |
Expected volatility | 90.90% | 80.00% |
Risk-free interest rate | 2.64% | 2.07% |
Stock Option Plan and Stock-B26
Stock Option Plan and Stock-Based Compensation - Classification of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation | $ 1,747 | $ 2,007 |
Research and Development Expenses [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation | 807 | 944 |
General and Administrative Expenses [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation | $ 940 | $ 1,063 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets Measured or Disclosed at Fair Value (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Restricted cash equivalents | ||
Total | $ 78,514 | $ 97,044 |
Money Market Fund [Member] | ||
Cash equivalents | ||
Money market fund | 23,031 | 51,441 |
Restricted cash equivalents | ||
Restricted investments, at fair value | 744 | 744 |
US Treasury Securities [Member] | ||
Held-to-maturity investments | ||
U.S. treasury securities | 54,739 | 44,859 |
Level 1 [Member] | ||
Restricted cash equivalents | ||
Total | 23,031 | 51,441 |
Level 1 [Member] | Money Market Fund [Member] | ||
Cash equivalents | ||
Money market fund | 23,031 | 51,441 |
Level 2 [Member] | ||
Restricted cash equivalents | ||
Total | 55,483 | 45,603 |
Level 2 [Member] | Money Market Fund [Member] | ||
Restricted cash equivalents | ||
Restricted investments, at fair value | 744 | 744 |
Level 2 [Member] | US Treasury Securities [Member] | ||
Held-to-maturity investments | ||
U.S. treasury securities | $ 54,739 | $ 44,859 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Mar. 31, 2018 | Mar. 31, 2017 |
Debt Instrument Fair Value Carrying Value [Abstract] | ||
Transfers between Level 1 and Level 2 | $ 0 | $ 0 |
Collaborative Research and Li29
Collaborative Research and License Agreement - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2017 | Oct. 27, 2017 | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Initial non-refundable upfront payment | $ 10,000 | ||
Proceeds from income tax refunds | $ 1,583 | $ 1,583 | |
Recognition of transaction price over current research term | 10,300 | ||
Foreign Tax Authority [Member] | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Proceeds from income tax refunds | $ 1,600 | ||
BI Agreement [Member] | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Additional payments upon potential development and commercial milestones | 191,000 | ||
BI Agreement [Member] | Potential Development Milestones [Member] | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Potential Development Milestone | 99,000 | ||
BI Agreement [Member] | Net Sales Milestones [Member] | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Net Sales Milestone | $ 95,000 |
Collaborative Research and Li30
Collaborative Research and License Agreement - Schedule of Changes in Deferred Revenue Accounts (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Balance at beginning of period | $ 6,180 |
Additions | 0 |
Balance at end of period | 6,180 |
Balance at beginning of period | 3,090 |
Additions | 0 |
Deductions | (1,545) |
Balance at end of period | $ 1,545 |
Collaborative Research and Li31
Collaborative Research and License Agreement - Schedule of Recognition of Revenues as a Result of Changes in Deferred Revenue Balances (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Revenue recognized in the period from: | |
Amounts included in the contract liability at the beginning of the period | $ 1,545 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Future Minimum Lease Payments on Company's Non-cancelable Operating Lease (Detail) $ in Thousands | Mar. 31, 2018USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | ||
2,018 | $ 1,642 | |
2,019 | 1,691 | |
2,020 | 1,149 | [1] |
Total | $ 4,482 | |
[1] | The end of the lease term is November 30, 2020. |
Commitments and Contingencies33
Commitments and Contingencies - Summary of Future Minimum Lease Payments on Company's Non-cancelable Operating Lease (Parenthetical) (Detail) | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease Expiration Date | Nov. 30, 2020 |
Commitments and Contingencies34
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Commitments and Contingencies Disclosure [Abstract] | ||
Outstanding litigation liabilities | $ 0 | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] - Settled Litigation [Member] - Alnylam [Member] $ in Millions | Apr. 18, 2018USD ($) | Apr. 20, 2018shares |
Subsequent Events [Line Items] | ||
Settlement agreement date | Apr. 18, 2018 | |
Settlement agreement terms | The terms of the Settlement Agreement include mutual releases and dismissals with prejudice of all claims and counterclaims in the following litigation between the parties: (i) Alnylam Pharmaceuticals, Inc. v. Dicerna Pharmaceuticals, Inc., No. 15-4126 pending in the Massachusetts Superior Court for Middlesex County and (ii) Dicerna Pharmaceuticals, Inc., v. Alnylam Pharmaceuticals, Inc. No.1:17-cv-11466 pending in the United States District Court for the District of Massachusetts. | |
Litigation settlement upfront payment | $ 2 | |
Percentage of consideration receivable related to future collaboration | 10.00% | |
Additional litigation settlement payment | $ 13 | |
Additional litigation settlement payment date | Apr. 28, 2022 | |
Loss contingency settlement agreement counterparty's name | Alnylam Pharmaceuticals, Inc | |
Number of Oligo Restrictions target | 8 | |
Issuance of shares under shares issuance agreement | shares | 983,208 | |
Minimum [Member] | ||
Subsequent Events [Line Items] | ||
Loss contingency settlement agreement period | 18 months | |
Maximum [Member] | ||
Subsequent Events [Line Items] | ||
Loss contingency settlement agreement period | 4 years |