Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 03, 2015 | |
Document and Entity Information | ||
Entity Registrant Name | FATE THERAPEUTICS INC | |
Entity Central Index Key | 1,434,316 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 28,694,577 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 81,176 | $ 49,101 |
Prepaid expenses and other current assets | 395 | 760 |
Total current assets | 81,571 | 49,861 |
Property and equipment, net | 1,766 | 1,200 |
Restricted cash | 122 | 122 |
Other assets | 24 | |
Total assets | 83,483 | 51,183 |
Current liabilities: | ||
Accounts payable | 1,507 | 645 |
Accrued expenses | 2,491 | 2,260 |
Current portion of deferred rent | 35 | 85 |
Current portion of deferred revenue | 2,105 | |
Repurchase liability for unvested equity awards | 21 | 45 |
Long-term debt, current portion | 5,156 | 1,535 |
Total current liabilities | 11,315 | 4,570 |
Deferred rent | 91 | 51 |
Deferred Revenue | 5,986 | |
Accrued expenses | 478 | 149 |
Long-term debt, net of current portion | $ 14,539 | $ 18,073 |
Commitments and contingencies (Note 5) | ||
Stockholders' Equity: | ||
Preferred stock, $0.001 par value; authorized shares-5,000,000 at June 30, 2015 and December 31, 2014; no shares issued or outstanding | ||
Common stock, $0.001 par value; authorized shares - 150,000,000 at June 30, 2015 and December 31, 2014; issued and outstanding shares - 28,618,567 at June 30, 2015 and 20,569,399 at December 31, 2014 | $ 29 | $ 21 |
Additional paid-in capital | 179,097 | 140,711 |
Accumulated deficit | (128,052) | (112,392) |
Total stockholders' equity | 51,074 | 28,340 |
Total liabilities and stockholders' equity | $ 83,483 | $ 51,183 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Condensed Consolidated Balance Sheets (Parenthetical) | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, issued shares | 0 | 0 |
Preferred stock, outstanding shares | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized shares | 150,000,000 | 150,000,000 |
Common stock issued | 28,618,567 | 20,569,399 |
Common stock, outstanding shares | 28,618,567 | 20,569,399 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenue: | ||||
Collaboration revenue | $ 329,000 | $ 329,000 | ||
Operating expenses: | ||||
Research and development | 4,857,000 | $ 3,968,000 | 9,425,000 | $ 8,490,000 |
General and administrative | 2,690,000 | 2,072,000 | 5,446,000 | 4,487,000 |
Total operating expenses | 7,547,000 | 6,040,000 | 14,871,000 | 12,977,000 |
Loss from operations | (7,218,000) | (6,040,000) | (14,542,000) | (12,977,000) |
Other income (expense): | ||||
Interest income | 2,000 | 1,000 | 3,000 | 1,000 |
Interest expense | (563,000) | (28,000) | (1,121,000) | (71,000) |
Total other expense, net | (561,000) | (27,000) | (1,118,000) | (70,000) |
Net loss and comprehensive loss | $ (7,779,000) | $ (6,067,000) | $ (15,660,000) | $ (13,047,000) |
Net loss per common share, basic and diluted (in dollars per share) | $ (0.33) | $ (0.30) | $ (0.70) | $ (0.64) |
Weighted-average common shares used to compute basic and diluted net loss per share (in shares) | 23,920,630 | 20,467,782 | 22,246,832 | 20,407,632 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Operating activities | ||
Net loss | $ (15,660) | $ (13,047) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 290 | 256 |
Stock-based compensation | 1,346 | 1,295 |
Amortization of discounts and debt issuance costs | 87 | 14 |
Noncash interest expense | 329 | 17 |
Deferred rent | (10) | (18) |
Deferred revenue | 8,091 | |
Stock-based milestone charges | 375 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 375 | 356 |
Accounts payable and accrued expenses | 856 | 8 |
Net cash used in operating activities | (4,296) | (10,744) |
Investing activities | ||
Purchase of property and equipment | (665) | (424) |
Net cash used in investing activities | (665) | (424) |
Financing activities | ||
Issuance of common stock from equity incentive plans, net of repurchases and issuance costs | 164 | 144 |
Proceeds from public offering of common stock, net of offering costs | 32,292 | |
Proceeds from sale of common stock to collaboration partner | 4,580 | |
Payments on long-term debt | (1,000) | |
Net cash provided by (used in) financing activities | 37,036 | (856) |
Net change in cash and cash equivalents | 32,075 | (12,024) |
Cash and cash equivalents at beginning of the period | 49,101 | 54,036 |
Cash and cash equivalents at end of the period | $ 81,176 | $ 42,012 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Organization and Summary of Significant Accounting Policies | |
Organization and Summary of Significant Accounting Policies | 1. Organization and Summary of Significant Accounting Policies Organization Fate Therapeutics, Inc. (the “Company”) was incorporated in the state of Delaware on April 27, 2007 and has its principal operations in San Diego, California. The Company is a clinical-stage biopharmaceutical company engaged in the development of programmed cellular therapeutics for the treatment of severe, life-threatening diseases. The Company has built a novel platform to program the function and fate of cells ex vivo using pharmacologic modulators, such as small molecules. The Company’s lead product candidate, ProHema®, is an ex vivo programmed hematopoietic cellular therapeutic, which is currently in clinical development for the treatment of hematologic malignancies and rare genetic disorders in patients undergoing hematopoietic stem cell transplantation. The Company is also developing ex vivo programmed hematopoietic and myogenic cellular product candidates using its patent-protected induced pluripotent stem cell technology. As of June 30, 2015, the Company has devoted substantially all of its efforts to product development, raising capital and building infrastructure and has not generated any revenues from any sales of its therapeutic products . To date, the Company’s revenues have been derived from collaboration agreements and government grants. Initial Public Offering On October 4, 2013, the Company completed its initial public offering (the “IPO”) whereby it sold 7,666,667 shares of common stock at a public offering price of $6.00 per share. Gross proceeds from the offering were $46.0 million. After giving effect to underwriting discounts, commissions and other cash costs related to the offering, net proceeds were $40.5 million. Follow-on Public Equity Offering In May 2015, the Company completed a public offering of common stock in which the Company sold 6,900,000 shares of its common stock at an offering price of $5.00 per share. Gross proceeds from the offering were $34.5 million. Total underwriting discounts, commissions, and other cash costs related to the offering were $2.4 million, of which $2.2 million had been paid as of June 30, 2015. After giving effect to all such costs, including those unpaid as of June 30, 2015, total net proceeds from the offering were $32.1 million. Use of Estimates The Company’s consolidated financial statements are prepared in accordance with United States generally accepted accounting principles (“GAAP”). The preparation of the Company’s consolidated financial statements requires it to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes. The most significant estimates in the Company’s consolidated financial statements relate to accrued expenses. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries, Fate Therapeutics (Canada), Inc. or “Fate Canada”, incorporated in Canada, Fate Therapeutics Ltd., incorporated in the United Kingdom, and Destin Therapeutics Inc., incorporated in Canada, which was dissolved in June 2014. To date, the aggregate operations of these subsidiaries have not been significant and all intercompany transactions and balances have been eliminated in consolidation. Cash and Cash Equivalents Cash and cash equivalents include cash in readily available checking and savings accounts, money market accounts and money market funds. The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents. Unaudited Interim Financial Information The accompanying interim condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP and following the requirements of the United States Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP can be condensed or omitted. In management’s opinion, the unaudited interim financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position and its results of operations and comprehensive loss and its cash flows for periods presented. These statements do not include all disclosures required by GAAP and should be read in conjunction with the Company’s financial statements and accompanying notes for the fiscal year ended December 31, 2014, contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 filed by the Company with the SEC on March 12, 2015. The results for the three and six months ended June 30, 2015 are not necessarily indicative of the results expected for the full fiscal year or any other interim period or any future year or period. Revenue Recognition The Company recognizes revenues when all four of the following criteria are met: (i) persuasive evidence that an agreement exists; (ii) delivery of the products and/or services has occurred; (iii) the selling price is fixed or determinable; and (iv) collectability is reasonably assured. Revenue arrangements with multiple elements are analyzed to determine whether the elements can be divided into separate units of accounting or whether the elements must be accounted for as a single unit of accounting. The Company divides the elements into separate units of accounting and applies the applicable revenue recognition criteria to each of the elements, if the delivered elements have value to the customer on a stand-alone basis, if the arrangement includes a general right of return relative to the delivered elements, and if the delivery or performance of the undelivered elements is considered probable and substantially within the Company’s control. For transactions entered into prior to 2011, revenue was allocated to each element based on its relative fair value when objective and reliable evidence of fair value existed for all elements in an arrangement. If an element was sold on a stand-alone basis, the fair value of the element was the price charged for the element. When the Company was unable to establish fair value for delivered elements or when fair value of undelivered elements had not been established, revenue was deferred until all elements were delivered or until fair value could be objectively determined for any undelivered elements. Beginning in 2011, revenue has been allocated to each element at the inception of the arrangement using the relative selling price method that is based on a three-tier hierarchy. The relative selling price method requires that the estimated selling price for each element be based on vendor-specific objective evidence (“VSOE”) of fair value, which represents the price charged for each element when it is sold separately or, for an element not yet being sold separately, the price established by management. When VSOE of fair value is not available, third-party evidence (“TPE”) of fair value is acceptable, or a best estimate of selling price is used if neither VSOE nor TPE is available. A best estimate of selling price should be consistent with the objective of determining the price at which the Company would transact if the element were sold regularly on a stand-alone basis and should also take into account market conditions and company-specific factors. Revenue arrangements with multiple elements may include license fees, research and development payments, milestone payments, other contingent payments, and royalties on any product sales derived from collaborations. The Company recognizes nonrefundable license fees with stand-alone value as revenue at the time that the Company has satisfied all performance obligations, and recognizes license fees without stand-alone value as revenue in combination with any undelivered performance obligations. The Company recognizes a research and development payment as revenue over the term of the collaboration agreement as contracted amounts are earned, or reimbursable costs are incurred, under the agreement, where contracted amounts are considered to be earned in relative proportion to the performance required under the applicable agreement. The Company recognizes a milestone payment, which is contingent upon the achievement of a milestone in its entirety, as revenue in the period in which the milestone is achieved only if the milestone meets all criteria to be considered substantive. These criteria include the following: (i) the consideration being earned should be commensurate with either the Company’s performance to achieve the milestone or the enhancement of the value of the item delivered as a result of a specific outcome resulting from the Company’s performance to achieve the milestone; (ii) the consideration being earned should relate solely to past performance; (iii) the consideration being earned should be reasonable relative to all deliverables and payment terms in the arrangement; and (iv) the milestone should be considered in its entirety and cannot be bifurcated into substantive and nonsubstantive components. Any amounts received pursuant to revenue arrangements with multiple elements prior to satisfying the Company’s revenue recognition criteria are recorded as deferred revenue on the Company’s consolidated balance sheets. Revenue from government grants is recorded when reimbursable expenses are incurred under the grant in accordance with the terms of the grant award. Stock-Based Compensation Stock-based compensation expense represents the cost of the grant date fair value of employee stock option grants recognized over the requisite service period of the awards (usually the vesting period) on a straight-line basis, net of estimated forfeitures. For stock option grants for which vesting is subject to performance-based milestones, the expense is recorded over the remaining service period after the point when the achievement of the milestone is probable or the performance condition has been achieved. For stock option grants for which vesting is subject to both performance-based milestones and market conditions, expense is recorded over the derived service period after the point when the achievement of the performance-based milestone is probable or the performance condition has been achieved. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, with the exception of option grants for which vesting is subject to both performance-based milestones and market conditions, which are valued using a lattice-based model. The Company accounts for stock options and restricted stock awards to non-employees using the fair value approach. Stock options and restricted stock awards to non-employees are subject to periodic revaluation over their vesting terms. For stock option grants for which vesting is subject to performance-based milestones, the expense is recorded over the remaining service period after the point when the performance condition is determined to be probable of achievement or when it has been achieved . Net Loss per Common Share Basic net loss per common share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period, without consideration for common stock equivalents. Excluded from the weighted-average number of shares outstanding are shares which have been issued upon the early exercise of stock options and are subject to future vesting and unvested restricted stock totaling 51,055 shares and 80,645 shares for the three months ended June 30, 2015 and 2014, respectively and 54,754 shares and 84,344 shares for the six months ended June 30, 2015 and 2014, respectively. Diluted net loss per share is calculated by dividing the net loss by the weighted-average number of common stock equivalents outstanding for the period determined using the treasury-stock method. Dilutive common stock equivalents for the periods presented include warrants for the purchase of common stock, and common stock options outstanding under the Company’s stock option and incentive plan. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position. For the three and six months ended June 30, 2015, the Company realized a net loss of $7.8 million and $15.7 million, respectively. Shares of potentially dilutive securities totaled 3.0 million for the three and six months ended June 30, 2015, including options to purchase 2.9 million shares of common stock . For the three and six months ended June 30, 2014, the Company realized a net loss of $6.1 million and $13.0 million, respectively. Shares of potentially dilutive securities totaled 2.4 million for the three and six months ended June 30, 2014, including options to purchase 2.4 million shares of common stock. Recent Accounting Pronouncements In April 2015, the Financial Accounting Standards Board (the “FASB”) issued ASU 2015-03, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The update is effective for financial statements issued for fiscal years beginning after December 15, 2015. As early adoption of this amendment is permitted, the Company has implemented the update accordingly by reclassifying prior period and current period amounts from assets to liabilities. The adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements. In August 2014, the FASB issued ASU 2014-15, which defined management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related disclosure. ASU 2014-15 defined the term substantial doubt and requires an assessment for a period of one year after the date of the issuance of the financial statements. It requires certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans and requires an express statement and other disclosures when substantial doubt is not alleviated. The guidance becomes effective for reporting periods ending after December 15, 2016, with early adoption permitted. The Company does not believe that the adoption of this guidance will have a material impact on its Consolidated Financial Statements. In May 2014, the FASB issued ASU 2014-09, which created a single, principle-based revenue recognition model that will supersede and replace nearly all existing U.S. GAAP revenue recognition guidance. Entities will recognize revenue in a manner that depicts the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. The model provides that entities follow five steps: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue. For public business entities, the guidance becomes effective for annual reporting periods beginning after December 15, 2017, and interim periods therein. The Company is currently evaluating the impact the adoption of this guidance will have on its Consolidated Financial Statements. |
Juno Collaboration and License
Juno Collaboration and License Agreement | 6 Months Ended |
Jun. 30, 2015 | |
Juno Collaboration and License Agreement | |
Juno Collaboration and License Agreement | 2. Juno Collaboration and License Agreement On May 4, 2015, the Company entered into a research collaboration and license agreement (the “Agreement”) with Juno Therapeutics, Inc. (“Juno”) to identify small molecules to program the therapeutic properties of Juno’s genetically-engineered T cell product candidates. Pursuant to the terms of the Agreement, Juno paid the Company a non-refundable upfront payment of $5.0 million and purchased 1,000,000 shares of the Company’s common stock at a price of $8.00 per share. Additionally, Juno agreed to fund all of the Company’s activities under the collaboration for an exclusive four-year research term beginning on the effective date of the Agreement, with minimum annual research payments of $2.0 million to the Company. Juno has the option to extend the exclusive research term for an additional two years beyond the initial four-year term, subject to the payment of an extension fee of $3.0 million and the continued funding of the Company’s activities under the collaboration during the extended term, with minimum annual research payments of $4.0 million to the Company during the two-year extension period. Upon exercise of the research term extension, the Company has the option to require Juno to purchase up to $10.0 million of the Company’s common stock at a premium equal to 120% of the then thirty-day trailing volume weighted average trading price of the Company’s common stock. The Company applied Accounting Standards Codification (“ASC”) 605-25, Revenue Recognition — Multiple Element Arrangements, to evaluate the appropriate accounting for the Agreement. In accordance with this guidance, the Company assessed the potential deliverables, including an exclusive license granted by the Company to Juno for certain intellectual property and research services to be performed by the Company, and determined that the deliverables did not have stand-alone value. The Company determined that the license deliverable granted under the Agreement does not have standalone value given the highly specific nature of the small molecules to be identified for use with Juno’s genetically-engineered T cell product candidates. The Company concluded that there is one single unit of accounting, and the arrangement consideration will be recognized in the same manner as the final deliverable, which is the research services. As such, the upfront payment of $5.0 million was recorded as deferred revenue and is being recognized over the initial four-year research term under the Agreement. With respect to the $8.0 million payment for the Company’s common stock, the Company determined that the common stock purchase price of $8.00 per share represented a premium of $3.40 per share. This premium represents arrangement consideration and therefore the aggregate premium of $3.4 million was recorded as deferred revenue and is being recorded as revenue ratably over the initial four-year research term. The remaining $4.6 million consideration that represents the purchase of common stock was recorded as the issuance of common stock in shareholders’ equity. Pursuant to the collaboration’s research plan under the Agreement, the Company will be responsible for screening and identifying small molecule modulators of immunological cells, while Juno will be responsible for the development and commercialization of engineered T cell immunotherapies incorporating the Company’s modulators. As the Company is principally responsible for the performance of the research services under the Agreement, revenue is recognized on a gross basis for such services when earned. Payments for research services will be recognized as deferred revenue until earned. No such payments were received during the three months ended June 30, 2015. Total revenue recognized under the Agreement for the three months ended June 30, 2015 was $0.3 million. As of June 30, 2015, aggregate deferred revenue related to the Agreement was $8.1 million. Under the Agreement, the Company has granted Juno an exclusive worldwide license to certain of its intellectual property, including its intellectual property arising under the collaboration, to make, use, sell and otherwise exploit genetically-engineered T cell immunotherapies using or incorporating small molecule modulators directed against certain designated tumor-associated antigen targets, subject to the selection of a target by Juno. The Company has retained exclusive rights to such intellectual property, including its intellectual property arising under the collaboration, for all other purposes, including its use outside of those targets selected by Juno. The Company is eligible under the Agreement to receive selection fees for each tumor-associated antigen target selected by Juno and bonus selection fees based on the aggregate number of tumor-associated antigen targets selected by Juno. In accordance with ASC 605-28, Revenue Recognition — Milestone Method , the Company determined that such contingent payments do not constitute milestone payments and will not be accounted for under the milestone method of revenue recognition. The events leading to these payments do not meet the definition of a milestone under ASU 2010-17 because the achievement of these events depends on Juno’s performance and selections. Any revenue from these contingent selection payments would be subject to an allocation of arrangement consideration and would be recognized over any remaining period of performance obligation, if any, relating to the collaboration. In connection with each Juno product that uses or incorporates the Company’s small molecule modulators, Juno has agreed to pay the Company non-refundable, non-creditable milestone payments totaling up to approximately $51.0 million in the aggregate per product upon the achievement of various clinical, regulatory and commercial milestones. Additionally, in connection with the third Juno product and the fifth Juno product that uses or incorporates the Company’s small molecule modulators, Juno has agreed to pay the Company additional non-refundable, non-creditable bonus milestone payments totaling up to approximately $116.0 million and $137.5 million, respectively, in the aggregate, per product upon the achievement of various clinical, regulatory, and commercial milestones. In accordance with ASU 2010-17, the Company determined that these contingent payments meet the definition of a milestone under ASU 2010-17, and that the milestones are substantive given that the milestones are commensurate with the Company’s performance, relate solely to the Company’s past performance, and are reasonable relative to other deliverables and payments under the Agreement. Accordingly, the milestones under the Agreement will be accounted for as revenue on the achievement date, if any. Beginning on the date of the first commercial sale (in each country) for each Juno product that uses or incorporates the Company’s small molecule modulators, and continuing until the later of: i) the expiration of last valid patent claim, ii) ten years after such first commercial sale, or iii) the expiration of all data and other regulatory exclusivity periods afforded each product, Juno has agreed to pay the Company royalties on net sales of each Juno product that uses or incorporates the Company’s small molecule modulators in the low single-digits. The Agreement will end on the date that no further payments are due under the Agreement. |
Asset Acquisition of Verio Ther
Asset Acquisition of Verio Therapeutics Inc. | 6 Months Ended |
Jun. 30, 2015 | |
Asset Acquisition of Verio Therapeutics Inc. | |
Asset Acquisition of Verio Therapeutics Inc. | 3. Asset Acquisition of Verio Therapeutics Inc. On April 7, 2010, the Company acquired Verio Therapeutics Inc. (“Verio”), a development stage company headquartered in Ottawa, Ontario to gain access to its exclusively licensed intellectual property. In connection with the asset acquisition of Verio, the stockholders of Verio received 900,000 non-voting shares of Fate Canada (the “Exchangeable Shares”) that were initially exchangeable into 138,462 shares of the Company’s common stock and, subject to the validation of certain scientific data and the achievement of certain preclinical, clinical, commercial and financial milestones, were exchangeable for up to 884,605 shares of the Company’s common stock. As a result of the Company’s IPO on October 4, 2013, 480,763 shares of the Company’s common stock were issued during the fourth quarter of 2013 pursuant to the redemption of the Exchangeable Shares. The total number of shares of the Company’s common stock issued upon the exchange of the Exchangeable Shares as a result of the IPO had increased from 138,462 shares of the Company’s common stock to a total of 480,763 shares of the Company’s common stock based upon the achievement of certain contractual milestones. Additionally, during the six months ended June 30, 2014, based on the achievement of certain preclinical milestones, an additional 38,463 shares of the Company’s common stock were earned and issued, resulting in a $0.4 million charge to research and development expense. In April 2015, the contractual earn-out period during which milestones were eligible to be earned and achieved expired under the Verio agreement and, as such, there are no additional contractual milestones that remain eligible for achievement. Accordingly, no additional shares of the Company’s common stock remain issuable under the Verio agreement. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Measurements | |
Fair Value Measurements | 4. Fair Value Measurements The carrying amounts of accounts payable and accrued liabilities are considered to be representative of their respective fair values because of the short-term nature of those instruments. Based on the borrowing rates currently available to the Company for loans with similar terms, which is considered a Level 2 input as described below, the Company believes that the fair value of long-term debt approximates its carrying value. The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting 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. Financial assets measured at fair value on a recurring basis consist of the Company’s cash equivalents. As of each of June 30, 2015 and December 31, 2014, the carrying amount of cash equivalents was $35.3 million, which approximates fair value and was determined based upon Level 1 inputs. Cash equivalents primarily consisted of money market funds. As of June 30, 2015 and December 31, 2014, the Company did not hold any Level 2 or Level 3 financial assets that are recorded at fair value on a recurring basis. None of the Company’s non-financial assets or liabilities is recorded at fair value on a non-recurring basis. No transfers between levels have occurred during the periods presented. As of June 30, 2015 and December 31, 2014, the Company had no material liabilities measured at fair value on a recurring basis. |
Accrued Expenses, Long-Term Deb
Accrued Expenses, Long-Term Debt, Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Accrued Expenses, Long-Term Debt, Commitments and Contingencies. | |
Accrued Expenses, Long-Term Debt, Commitments and Contingencies | 5. Accrued Expenses, Long-Term Debt, Commitments and Contingencies Accrued Expenses Current accrued expenses consist of the following (in thousands): June 30, 2015 December 31, 2014 Accrued payroll and other employee benefits $ $ Accrued clinical trial costs Accrued other Accrued expenses $ $ During the six months ended June 30, 2015, the Company issued 19,956 shares of its common stock to certain senior executives of the Company as consideration for a portion of their 2014 annual bonuses. All related amounts were accrued for as liabilities as of December 31, 2014. Future senior executive bonus amounts, timing, and method of payment are at the sole discretion of the Board of Directors of the Company. As such, all relevant bonus estimates are accrued for as liabilities as of June 30, 2015. Long-term accrued expenses consist primarily of accruals for the final payment fees associated with our long-term debt. Long-Term Debt Long-term debt and unamortized discount balances are as follows (in thousands): June 30, 2015 December 31, 2014 Long-term debt $ $ Less debt issuance costs and discount, net of current portion ) ) Long-term debt, net of long-term portion of debt issuance costs and discount Less current portion of long-term debt ) ) Long-term debt, net $ $ Current portion of long-term debt $ $ Less current portion of debt issuance costs and discount ) ) Current portion of long-term debt, net $ $ On July 30, 2014, the Company entered into an Amended and Restated Loan and Security Agreement (the “Restated LSA”) with Silicon Valley Bank (the “Bank”), collateralized by substantially all of the Company’s assets, excluding certain intellectual property. The Restated LSA amends and restates the Loan and Security Agreement, dated as of January 5, 2009, as amended, by and between the Company and the Bank (the “Loan Agreement”). Pursuant to the Restated LSA, the Bank agreed to make loans to the Company in an aggregate principal amount of up to $20.0 million, comprised of (i) a $10.0 million term loan, funded at the closing date (the “Term A Loan”) and (ii) subject to the achievement of a specified clinical milestone relating to the Company’s Phase 2 clinical trial of ProHema, additional term loans totaling up to $10.0 million in the aggregate, which were available until December 31, 2014 (each, a “Term B Loan”). On December 24, 2014, the Company elected to draw on the full $10.0 million under a Term B Loan. The Term A Loan and the Term B Loan mature on January 1, 2018 and June 1, 2018, respectively and bear interest at a fixed annual rate of 6.94% and 7.07%, respectively. Interest became payable in cash on a monthly basis beginning the first day of each month following the month in which the funding date of each loan occurred. The Company is required to make a monthly payment of interest only during the first twelve months following the funding date of each loan, and thereafter is required to repay the principal and interest under each loan in thirty equal monthly installments based on a thirty-month amortization schedule. The Company is required to make a final payment fee of 7.5%, equaling $0.8 million, of the funded amount for each of the Term A Loan and Term B Loan on the respective maturity dates. The final payment fees are accrued as interest expense over the terms of the loans and recorded in long-term accrued expenses. A portion of the proceeds from the Term A Loan were used to repay loans outstanding under the Loan Agreement and to pay for transaction fees related to the Restated LSA, including a commitment fee of $0.4 million paid by the Company to the Bank. Net proceeds from the Term A Loan, after repayment of loans outstanding under the Loan Agreement and transaction fees, were $8.8 million. The Company determined that the repayment of the Loan Agreement was a debt extinguishment, and accounted for the Term A Loan at fair value as of the issuance date accordingly. Proceeds from the Term B Loan were $10.0 million. In connection with the funding of the Term B Loan, the Company issued the Bank and one of its affiliates fully-exercisable warrants to purchase an aggregate of 98,039 shares of the Company’s common stock (the “Warrants”) at an exercise price of $4.08 per share. The Warrants expire in December 2021. The aggregate fair value of the Warrants was determined to be $0.4 million using the Black-Scholes option pricing model and was recorded as a debt discount on the Term B Loan and is amortized to interest expense over the term of the Term B Loan using the effective interest method. The Company determined the effective interest rates of the Term A Loan and Term B Loan to be 10.3% and 12.0%, respectively. For the three and six months ended June 30, 2015, the Company recorded $0.6 million and $1.1 million, respectively, in aggregate interest expense related to the Term A and Term B Loans. Warrants to purchase 36,074 shares of the Company’s common stock at a weighted average exercise price of $7.21 per share issued in connection with the Loan Agreement remain outstanding as of June 30, 2015, with 5,305 and 30,769 of such warrants having expiration dates in January 2019 and August 2021, respectively. Facility Lease The Company leases certain office and laboratory space from a stockholder of the Company under a non-cancelable operating lease. In March 2015, the Company extended the term of the lease on this facility an additional 15 months through September 2017. The lease is subject to additional charges for common area maintenance and other costs. In connection with the lease, the Company entered into a cash-collateralized irrevocable standby letter of credit in the amount of $0.1 million. As of June 30, 2015, future minimum payments under the operating lease are $2.3 million. In January 2015, the Company entered into a sublease for additional laboratory space. The sublease is accounted for as an operating lease and expires in September 2017. Under the sublease, total future minimum payments as of June 30, 2015 are $0.7 million. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders' Equity. | |
Stockholders' Equity | 6. Stockholders’ Equity Stock option activity under all equity and stock option plans is summarized as follows: Number of Options Weighted- Average Price Balance at December 31, 2014 $ Granted Canceled ) Exercised ) Balance at June 30, 2015 $ The allocation of stock-based compensation for all options and restricted stock awards is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Research and development $ $ $ $ General and administrative $ $ $ $ As of June 30, 2015, the outstanding options included 120,953 performance-based options for which the achievement of the performance-based vesting provisions was determined not to be probable. The aggregate grant date fair value of these unvested options at June 30, 2015 was $0.4 million. As of June 30, 2015, the unrecognized compensation cost related to outstanding options (excluding those with performance-based conditions) was $4.4 million and is expected to be recognized as expense over approximately 2.9 years. The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee stock option grants were as follows: Six Months Ended June 30, 2015 2014 Risk-free interest rate % % Expected volatility % % Expected term (in years) Expected dividend yield % % The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the non-employee stock option grants were as follows: Six Months Ended June 30, 2015 2014 Risk-free interest rate % % Expected volatility % % Remaining contractual term (in years) Expected dividend yield % % |
Organization and Summary of S12
Organization and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Organization and Summary of Significant Accounting Policies | |
Initial Public Offering | Initial Public Offering On October 4, 2013, the Company completed its initial public offering (the “IPO”) whereby it sold 7,666,667 shares of common stock at a public offering price of $6.00 per share. Gross proceeds from the offering were $46.0 million. After giving effect to underwriting discounts, commissions and other cash costs related to the offering, net proceeds were $40.5 million. |
Follow-on Public Equity Offering | Follow-on Public Equity Offering In May 2015, the Company completed a public offering of common stock in which the Company sold 6,900,000 shares of its common stock at an offering price of $5.00 per share. Gross proceeds from the offering were $34.5 million. Total underwriting discounts, commissions, and other cash costs related to the offering were $2.4 million, of which $2.2 million had been paid as of June 30, 2015. After giving effect to all such costs, including those unpaid as of June 30, 2015, total net proceeds from the offering were $32.1 million. |
Use of Estimates | Use of Estimates The Company’s consolidated financial statements are prepared in accordance with United States generally accepted accounting principles (“GAAP”). The preparation of the Company’s consolidated financial statements requires it to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes. The most significant estimates in the Company’s consolidated financial statements relate to accrued expenses. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries, Fate Therapeutics (Canada), Inc. or “Fate Canada”, incorporated in Canada, Fate Therapeutics Ltd., incorporated in the United Kingdom, and Destin Therapeutics Inc., incorporated in Canada, which was dissolved in June 2014. To date, the aggregate operations of these subsidiaries have not been significant and all intercompany transactions and balances have been eliminated in consolidation. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash in readily available checking and savings accounts, money market accounts and money market funds. The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents. |
Revenue Recognition | Revenue Recognition The Company recognizes revenues when all four of the following criteria are met: (i) persuasive evidence that an agreement exists; (ii) delivery of the products and/or services has occurred; (iii) the selling price is fixed or determinable; and (iv) collectability is reasonably assured. Revenue arrangements with multiple elements are analyzed to determine whether the elements can be divided into separate units of accounting or whether the elements must be accounted for as a single unit of accounting. The Company divides the elements into separate units of accounting and applies the applicable revenue recognition criteria to each of the elements, if the delivered elements have value to the customer on a stand-alone basis, if the arrangement includes a general right of return relative to the delivered elements, and if the delivery or performance of the undelivered elements is considered probable and substantially within the Company’s control. For transactions entered into prior to 2011, revenue was allocated to each element based on its relative fair value when objective and reliable evidence of fair value existed for all elements in an arrangement. If an element was sold on a stand-alone basis, the fair value of the element was the price charged for the element. When the Company was unable to establish fair value for delivered elements or when fair value of undelivered elements had not been established, revenue was deferred until all elements were delivered or until fair value could be objectively determined for any undelivered elements. Beginning in 2011, revenue has been allocated to each element at the inception of the arrangement using the relative selling price method that is based on a three-tier hierarchy. The relative selling price method requires that the estimated selling price for each element be based on vendor-specific objective evidence (“VSOE”) of fair value, which represents the price charged for each element when it is sold separately or, for an element not yet being sold separately, the price established by management. When VSOE of fair value is not available, third-party evidence (“TPE”) of fair value is acceptable, or a best estimate of selling price is used if neither VSOE nor TPE is available. A best estimate of selling price should be consistent with the objective of determining the price at which the Company would transact if the element were sold regularly on a stand-alone basis and should also take into account market conditions and company-specific factors. Revenue arrangements with multiple elements may include license fees, research and development payments, milestone payments, other contingent payments, and royalties on any product sales derived from collaborations. The Company recognizes nonrefundable license fees with stand-alone value as revenue at the time that the Company has satisfied all performance obligations, and recognizes license fees without stand-alone value as revenue in combination with any undelivered performance obligations. The Company recognizes a research and development payment as revenue over the term of the collaboration agreement as contracted amounts are earned, or reimbursable costs are incurred, under the agreement, where contracted amounts are considered to be earned in relative proportion to the performance required under the applicable agreement. The Company recognizes a milestone payment, which is contingent upon the achievement of a milestone in its entirety, as revenue in the period in which the milestone is achieved only if the milestone meets all criteria to be considered substantive. These criteria include the following: (i) the consideration being earned should be commensurate with either the Company’s performance to achieve the milestone or the enhancement of the value of the item delivered as a result of a specific outcome resulting from the Company’s performance to achieve the milestone; (ii) the consideration being earned should relate solely to past performance; (iii) the consideration being earned should be reasonable relative to all deliverables and payment terms in the arrangement; and (iv) the milestone should be considered in its entirety and cannot be bifurcated into substantive and nonsubstantive components. Any amounts received pursuant to revenue arrangements with multiple elements prior to satisfying the Company’s revenue recognition criteria are recorded as deferred revenue on the Company’s consolidated balance sheets. Revenue from government grants is recorded when reimbursable expenses are incurred under the grant in accordance with the terms of the grant award. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense represents the cost of the grant date fair value of employee stock option grants recognized over the requisite service period of the awards (usually the vesting period) on a straight-line basis, net of estimated forfeitures. For stock option grants for which vesting is subject to performance-based milestones, the expense is recorded over the remaining service period after the point when the achievement of the milestone is probable or the performance condition has been achieved. For stock option grants for which vesting is subject to both performance-based milestones and market conditions, expense is recorded over the derived service period after the point when the achievement of the performance-based milestone is probable or the performance condition has been achieved. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, with the exception of option grants for which vesting is subject to both performance-based milestones and market conditions, which are valued using a lattice-based model. The Company accounts for stock options and restricted stock awards to non-employees using the fair value approach. Stock options and restricted stock awards to non-employees are subject to periodic revaluation over their vesting terms. For stock option grants for which vesting is subject to performance-based milestones, the expense is recorded over the remaining service period after the point when the performance condition is determined to be probable of achievement or when it has been achieved . |
Net Loss Per Common Share | Net Loss per Common Share Basic net loss per common share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period, without consideration for common stock equivalents. Excluded from the weighted-average number of shares outstanding are shares which have been issued upon the early exercise of stock options and are subject to future vesting and unvested restricted stock totaling 51,055 shares and 80,645 shares for the three months ended June 30, 2015 and 2014, respectively and 54,754 shares and 84,344 shares for the six months ended June 30, 2015 and 2014, respectively. Diluted net loss per share is calculated by dividing the net loss by the weighted-average number of common stock equivalents outstanding for the period determined using the treasury-stock method. Dilutive common stock equivalents for the periods presented include warrants for the purchase of common stock, and common stock options outstanding under the Company’s stock option and incentive plan. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position. For the three and six months ended June 30, 2015, the Company realized a net loss of $7.8 million and $15.7 million, respectively. Shares of potentially dilutive securities totaled 3.0 million for the three and six months ended June 30, 2015, including options to purchase 2.9 million shares of common stock . For the three and six months ended June 30, 2014, the Company realized a net loss of $6.1 million and $13.0 million, respectively. Shares of potentially dilutive securities totaled 2.4 million for the three and six months ended June 30, 2014, including options to purchase 2.4 million shares of common stock. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In April 2015, the Financial Accounting Standards Board (the “FASB”) issued ASU 2015-03, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The update is effective for financial statements issued for fiscal years beginning after December 15, 2015. As early adoption of this amendment is permitted, the Company has implemented the update accordingly by reclassifying prior period and current period amounts from assets to liabilities. The adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements. In August 2014, the FASB issued ASU 2014-15, which defined management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related disclosure. ASU 2014-15 defined the term substantial doubt and requires an assessment for a period of one year after the date of the issuance of the financial statements. It requires certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans and requires an express statement and other disclosures when substantial doubt is not alleviated. The guidance becomes effective for reporting periods ending after December 15, 2016, with early adoption permitted. The Company does not believe that the adoption of this guidance will have a material impact on its Consolidated Financial Statements. In May 2014, the FASB issued ASU 2014-09, which created a single, principle-based revenue recognition model that will supersede and replace nearly all existing U.S. GAAP revenue recognition guidance. Entities will recognize revenue in a manner that depicts the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. The model provides that entities follow five steps: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue. For public business entities, the guidance becomes effective for annual reporting periods beginning after December 15, 2017, and interim periods therein. The Company is currently evaluating the impact the adoption of this guidance will have on its Consolidated Financial Statements. |
Accrued Expenses, Long-Term D13
Accrued Expenses, Long-Term Debt, Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Accrued Expenses, Long-Term Debt, Commitments and Contingencies. | |
Schedule of accrued expenses | Current accrued expenses consist of the following (in thousands): June 30, 2015 December 31, 2014 Accrued payroll and other employee benefits $ $ Accrued clinical trial costs Accrued other Accrued expenses $ $ |
Schedule of long-term debt and unamortized discount balances | Long-term debt and unamortized discount balances are as follows (in thousands): June 30, 2015 December 31, 2014 Long-term debt $ $ Less debt issuance costs and discount, net of current portion ) ) Long-term debt, net of long-term portion of debt issuance costs and discount Less current portion of long-term debt ) ) Long-term debt, net $ $ Current portion of long-term debt $ $ Less current portion of debt issuance costs and discount ) ) Current portion of long-term debt, net $ $ |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders' Equity | |
Summary of stock option activity under the Plan | Number of Options Weighted- Average Price Balance at December 31, 2014 $ Granted Canceled ) Exercised ) Balance at June 30, 2015 $ |
Schedule of allocation of stock-based compensation for all options and restricted stock awards | The allocation of stock-based compensation for all options and restricted stock awards is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Research and development $ $ $ $ General and administrative $ $ $ $ |
Employee Stock Option | |
Stockholders' Equity | |
Schedule of weighted-average assumptions used to determine the fair value of stock option grants | Six Months Ended June 30, 2015 2014 Risk-free interest rate % % Expected volatility % % Expected term (in years) Expected dividend yield % % |
Non Employee Stock Option | |
Stockholders' Equity | |
Schedule of weighted-average assumptions used to determine the fair value of stock option grants | Six Months Ended June 30, 2015 2014 Risk-free interest rate % % Expected volatility % % Remaining contractual term (in years) Expected dividend yield % % |
Organization and Summary of S15
Organization and Summary of Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2015 | Oct. 04, 2013 | May. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2014 |
Equity transactions | |||||
Net proceeds from issuance of shares after related cash costs | $ 164 | $ 144 | |||
Initial Public Offering | |||||
Equity transactions | |||||
Shares sold | 7,666,667 | ||||
Share issue price (in dollars per share) | $ 6 | ||||
Gross proceeds from issuance of shares | $ 46,000 | ||||
Net proceeds from issuance of shares after related cash costs | $ 40,500 | ||||
Follow on public equity offering | |||||
Equity transactions | |||||
Shares sold | 6,900,000 | ||||
Share issue price (in dollars per share) | $ 5 | ||||
Gross proceeds from issuance of shares | $ 34,500 | ||||
Financing And Stock Issuance Costs | $ 2,400 | ||||
Payment of stock issuance costs | $ 2,200 | ||||
Net proceeds from issuance of shares after related cash costs | $ 32,100 |
Organization and Summary of S16
Organization and Summary of Significant Accounting Policies (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenue Recognition [Abstract] | ||||
Four criteria needed for Company to recognize revenue | (i) persuasive evidence that an agreement exists; (ii) delivery of the products and/or services has occurred; (iii) the selling price is fixed or determinable; and (iv) collectability is reasonably assured. | |||
Shares excluded from weighted average number of shares attributable to share based payments | 51,055 | 80,645 | 54,754 | 84,344 |
Net loss | $ (7,779) | $ (6,067) | $ (15,660) | $ (13,047) |
Potentially dilutive securities (in shares) | 3,000,000 | 2,400,000 | 3,000,000 | 2,400,000 |
Options to purchase shares of common stock included in potentially dilutive securities (in shares) | 2,900,000 | 2,400,000 | 2,900,000 | 2,400,000 |
Juno Collaboration and Licens17
Juno Collaboration and License Agreement - USD ($) $ / shares in Units, $ in Thousands | May. 04, 2015 | Jun. 30, 2015 |
Aggregate deferred revenue | $ 5,986 | |
Collaborative Arrangement | Juno Therapeutics, Inc | ||
Proceeds from non refundable upfront fee | $ 5,000 | |
Common stock issued | 1,000,000 | |
Share Price | $ 8 | |
Research term | 4 years | |
Minimum annual research payments receivable | $ 2,000 | |
Extended term of research | 2 years | |
Extension fee | $ 3,000 | |
Minimum annual payments receivable for extended term of research | $ 4,000 | |
Common stock premium percentage on trading price upon exercise of extension | 120.00% | |
Trailing trading period considered for premium | 30 days | |
Upfront payments recorded as deferred revenue | $ 5,000 | |
recognition period of deferred revenue | 4 years | |
Proceeds from sale of common stock | $ 8,000 | |
Premium on share price (in dollars per share) | $ 3.40 | |
Aggregate premium on shares issued recorded as deferred revenue | $ 3,400 | |
Issuance of common stock | $ 4,600 | |
Quarterly payments received | 0 | |
Revenue recognized | 300 | |
Aggregate deferred revenue | $ 8,100 | |
Term of royalties payable after first commercial sale | 10 years | |
Collaborative Arrangement | Juno Therapeutics, Inc | Maximum | ||
Common stock issued upon exercise of extension | $ 10,000 | |
Aggregate milestone payments | 51,000 | |
Collaborative Arrangement | Juno Therapeutics, Inc | Third Juno Product | Maximum | ||
Additional aggregate milestone payments | 116,000 | |
Collaborative Arrangement | Juno Therapeutics, Inc | Fifth Juno Product | Maximum | ||
Additional aggregate milestone payments | $ 137,500 |
Asset Acquisition of Verio Th18
Asset Acquisition of Verio Therapeutics Inc. (Details) - USD ($) $ in Thousands | Oct. 04, 2013 | Apr. 07, 2010 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 |
Acquisition | ||||||
Common stock issued pursuant to the redemption of the exchangeable shares | 480,763 | |||||
Research and Development Expense | $ 4,857 | $ 3,968 | $ 9,425 | $ 8,490 | ||
Verio Therapeutics Inc | ||||||
Acquisition | ||||||
Exchangeable Shares issued | 900,000 | |||||
Shares issuable on exchange of Common Stock | 138,462 | |||||
Deemed Earned Common Stock Yet to be Issued | 38,463 | |||||
Research and Development Expense | $ 400 | |||||
Verio Therapeutics Inc | Maximum | ||||||
Acquisition | ||||||
Shares issuable on exchange of Common Stock | 884,605 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Fair value measurements | ||
Transfer of assets from level 1 to level 2 | $ 0 | |
Transfer of assets from level 2 to level 1 | 0 | |
Transfer of liabilities from level 1 to level 2 | 0 | |
Transfer of liabilities from level 2 to level 1 | 0 | |
Fair Value Measurements Recurring | ||
Fair value measurements | ||
Liabilities | 0 | $ 0 |
Fair Value Measurements Nonrecurring | ||
Fair value measurements | ||
Non-financial assets | 0 | |
Non-financial liabilities | 0 | |
Carrying Reported Amount Fair Value Disclosure | Fair Value Measurements Recurring | Fair Value Inputs Level 1 | ||
Fair value measurements | ||
Cash equivalents | $ 35,300 | $ 35,300 |
Accrued Expenses, Long-Term D20
Accrued Expenses, Long-Term Debt, Commitments and Contingencies (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 30, 2014 | Mar. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Current accrued expenses | |||||
Accrued payroll and other employee benefits | $ 879 | $ 879 | $ 1,234 | ||
Accrued clinical trial costs | 534 | 534 | 415 | ||
Accrued other | 1,078 | 1,078 | 611 | ||
Accrued expenses | 2,491 | $ 2,491 | 2,260 | ||
Common stock issued to senior executives | 19,956 | ||||
Long-term debt | 20,000 | $ 20,000 | 20,000 | ||
Less debt issuance costs and discount, net of current portion | (139) | (139) | (381) | ||
Long-term debt, net of long-term portion of debt issuance costs and discount | 19,861 | 19,861 | 19,619 | ||
Less current portion of long-term debt | (5,322) | (5,322) | (1,546) | ||
Long-term debt, net of current potion | 14,539 | 14,539 | 18,073 | ||
Less current portion of debt issuance costs and discount | (166) | (166) | (11) | ||
Current portion of long-term debt, net | 5,156 | 5,156 | $ 1,535 | ||
Extended term of lease | 15 months | ||||
Cash-collateralized irrevocable standby letter of credit | 100 | 100 | |||
Operating lease member | |||||
Current accrued expenses | |||||
Future minimum payments | 2,300 | 2,300 | |||
Sublease operating lease member | |||||
Current accrued expenses | |||||
Future minimum payments | $ 700 | $ 700 | |||
Warrants | |||||
Current accrued expenses | |||||
Warrants to purchase shares of common stock issued on conversion | 36,074 | ||||
Exercise price (in dollars per share) | $ 7.21 | $ 7.21 | |||
Warrants | Warrants Expiration Period January2019 [Member] | |||||
Current accrued expenses | |||||
Warrants to purchase shares of common stock issued on conversion | 5,305 | ||||
Warrants | Warrants Expiration Period August2021 [Member] | |||||
Current accrued expenses | |||||
Warrants to purchase shares of common stock issued on conversion | 30,769 | ||||
Term A Loan | |||||
Current accrued expenses | |||||
Effective interest rate | 10.30% | ||||
Term B Loan | |||||
Current accrued expenses | |||||
Effective interest rate | 12.00% | ||||
Term B Loan | Warrants | |||||
Current accrued expenses | |||||
Exercise price (in dollars per share) | $ 4.08 | $ 4.08 | |||
Fair values of warrants issued | $ 400 | $ 400 | |||
Amended And Restated Loan And Security Agreement | |||||
Current accrued expenses | |||||
Commitment fee | $ 400 | ||||
Aggregate interest expense | $ 600 | $ 1,100 | |||
Amended And Restated Loan And Security Agreement | Maximum | |||||
Current accrued expenses | |||||
Principal amount | $ 20,000 | ||||
Amended And Restated Loan And Security Agreement | Secured Debt [Member] | |||||
Current accrued expenses | |||||
Number of monthly payment of interest | 12 months | ||||
Number of equal monthly installments to repay principal and accrued interest | 30 months | ||||
Amended And Restated Loan And Security Agreement | Term A Loan | |||||
Current accrued expenses | |||||
Principal amount | $ 10,000 | ||||
Interest rate (as a percent) | 6.94% | 7.50% | 7.50% | ||
Net Proceeds after repayment of loans outstanding and transaction fees | $ 8,800 | ||||
Amended And Restated Loan And Security Agreement | Term B Loan | |||||
Current accrued expenses | |||||
Interest rate (as a percent) | 7.07% | ||||
Final payment fee | 7.50% | ||||
Final payment fee (amounts in dollars) | $ 800 | $ 800 | |||
Net Proceeds after repayment of loans outstanding and transaction fees | $ 10,000 | ||||
Warrants to purchase shares of common stock issued on conversion | 98,039 | ||||
Amended And Restated Loan And Security Agreement | Term B Loan | Maximum | |||||
Current accrued expenses | |||||
Principal amount | $ 10,000 | ||||
Amended And Restated Loan And Security Agreement | Term B Loan Tranch 1 [Member] | Minimum | |||||
Current accrued expenses | |||||
Principal amount | $ 10,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Weighted-Average Price | ||||
Total stock-based compensation expense | $ 738 | $ 424 | $ 1,346 | $ 1,295 |
Research And Development | ||||
Weighted-Average Price | ||||
Total stock-based compensation expense | 416 | 229 | 720 | 794 |
General And Administrative | ||||
Weighted-Average Price | ||||
Total stock-based compensation expense | $ 322 | $ 195 | $ 626 | $ 501 |
Employee And Non Employee Stock Option | ||||
Number of Options | ||||
Balance at the beginning of the period (in shares) | 2,425,969 | |||
Granted (in shares) | 942,768 | |||
Cancelled (in shares) | (327,700) | |||
Exercised (in shares) | (129,212) | |||
Balance at the end of the period (in shares) | 2,911,825 | 2,911,825 | ||
Weighted-Average Price | ||||
Balance at the beginning of the period (in dollars per share) | $ 3.83 | |||
Granted (in dollars per share) | 5.01 | |||
Cancelled (in dollars per share) | 5.59 | |||
Exercised (in dollars per share) | 1.53 | |||
Balance at the end of the period (in dollars per share) | $ 4.11 | $ 4.11 | ||
Unrecognized compensation cost related to outstanding options | $ 4,400 | $ 4,400 | ||
Expected recognition period of unrecognized compensation cost | 2 years 10 months 24 days | |||
Employee And Non Employee Stock Option | Vesting Based On Performance | ||||
Number of Options | ||||
Balance at the end of the period (in shares) | 120,953 | 120,953 | ||
Weighted-Average Price | ||||
Aggregate grant date fair value | $ 400 | |||
Employee Stock Option | ||||
Weighted-average assumptions to determine fair value of stock options | ||||
Risk-free interest rate (as a percent) | 1.60% | 1.90% | ||
Expected volatility (as a percent) | 82.20% | 94.50% | ||
Expected term (in years) | 6 years | 6 years | ||
Expected dividend yield (as a percent) | 0.00% | 0.00% | ||
Non Employee Stock Option | ||||
Weighted-average assumptions to determine fair value of stock options | ||||
Risk-free interest rate (as a percent) | 0.50% | 2.20% | ||
Expected volatility (as a percent) | 61.90% | 94.30% | ||
Remaining contractual term | 1 year 7 months 6 days | 6 years 7 months 6 days | ||
Expected dividend yield (as a percent) | 0.00% | 0.00% |