Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 29, 2016 | Jun. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Arbutus Biopharma Corp | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 54,625,703 | ||
Entity Public Float | $ 644,038,348 | ||
Amendment Flag | false | ||
Entity Central Index Key | 1,447,028 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 166,779 | $ 72,187 |
Short-term investments | 14,525 | 39,974 |
Accounts receivable | 1,008 | 1,903 |
Accrued revenue | 128 | 538 |
Investment tax credits receivable | 246 | 86 |
Prepaid expenses and other assets | 1,196 | 1,730 |
Total current assets | 183,882 | 116,418 |
Property and equipment | 12,912 | 12,959 |
Less accumulated depreciation | (9,729) | (11,199) |
Property and equipment, net of accumulated depreciation | 3,183 | 1,760 |
Long-term investments | 10,070 | 0 |
Intangible assets | 352,642 | 0 |
Goodwill | 162,514 | 0 |
Total assets | 712,291 | 118,178 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 8,827 | 9,328 |
Deferred revenue | 868 | 5,779 |
Warrants | 883 | 5,099 |
Total current liabilities | 10,578 | 20,206 |
Deferred revenue, net of current portion | 213 | 9,937 |
Contingent consideration | 7,497 | 0 |
Deferred tax liability | 146,324 | 0 |
Total liabilities | 164,612 | 30,143 |
Stockholders’ equity: | ||
Common shares, authorized - unlimited number with no par value, Issued and outstanding: 54,570,691 (December 31, 2014 - 22,438,169) | 834,240 | 290,004 |
Additional paid-in capital | 30,206 | 26,208 |
Deficit | (266,985) | (205,864) |
Accumulated other comprehensive loss | (49,782) | (22,313) |
Total stockholders' equity | 547,679 | 88,035 |
Total liabilities and stockholders' equity | $ 712,291 | $ 118,178 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Common shares, par value (in USD per share) | $ 0 | $ 0 |
Common shares, shares issued | 54,570,691 | 22,438,169 |
Common shares, shares outstanding | 54,570,691 | 22,438,169 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue | |||
Collaborations and contracts | $ 13,309 | $ 11,738 | $ 10,425 |
Licensing fees, milestone and royalty payments | 11,564 | 3,215 | 5,040 |
Total revenue | 24,873 | 14,953 | 15,465 |
Expenses | |||
Research, development, collaborations and contracts | 51,505 | 38,713 | 21,458 |
General and administrative | 26,438 | 8,683 | 5,546 |
Depreciation of property and equipment | 589 | 529 | 613 |
Acquisition costs | 9,656 | 462 | 0 |
Impairment of intangible assets | 39,007 | 0 | 0 |
Total expenses | 127,195 | 48,387 | 27,617 |
Loss from operations | (102,322) | (33,434) | (12,152) |
Other income (losses) | |||
Interest income | 674 | 853 | 540 |
Foreign exchange gains | 21,771 | 4,127 | 1,079 |
Decrease (increase) in fair value of warrant liability | 3,341 | (10,383) | (3,530) |
Increase in fair value of contingent consideration | (770) | 0 | 0 |
Total other income (losses) | 25,016 | (5,403) | (1,911) |
Loss before income taxes | (77,306) | (38,837) | (14,063) |
Deferred income tax recovery | 16,185 | 0 | 0 |
Net loss | $ (61,121) | $ (38,837) | $ (14,063) |
Loss per common share | |||
Basic loss per common share (in USD per share) | $ (1.34) | $ (1.80) | $ (0.92) |
Diluted loss per common share (in USD per share) | $ (1.34) | $ (1.80) | $ (0.92) |
Weighted average number of common shares | |||
Basic weighted average number of common shares (in shares) | 45,462,324 | 21,603,136 | 15,302,680 |
Diluted weighted average number of common shares (in shares) | 45,462,324 | 21,603,136 | 15,302,680 |
Other Comprehensive loss | |||
Cumulative translation adjustment | $ (27,469) | $ (6,489) | $ (3,135) |
Comprehensive loss | $ (88,590) | $ (45,326) | $ (17,198) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders’ Equity - USD ($) $ in Thousands | Total | Common Stock | Additional paid-in capital | Deficit | Accumulated other comprehensive loss |
Balance (in shares) at Dec. 31, 2012 | 14,305,356 | ||||
Balance at Dec. 31, 2012 | $ 40,919 | $ 181,786 | $ 24,786 | $ (152,964) | $ (12,689) |
Stock-based compensation | 903 | 903 | |||
Issuance of common shares pursuant to exercise of options (in shares) | 125,596 | ||||
Issuance of common shares pursuant to exercise of options | 389 | $ 735 | (346) | ||
Issuance of common shares pursuant to exercise of warrants (in shares) | 305,448 | ||||
Issuance of common shares pursuant to exercise of warrants | 2,143 | $ 2,143 | |||
Issuance of common shares in conjunction with the private (public in 2015) offering, net of issuance costs (in shares) | 4,312,500 | ||||
Issuance of common shares in conjunction with the private (public in 2015) offering, net of issuance costs | 32,038 | $ 32,038 | |||
Currency translation adjustment | (3,135) | (3,135) | |||
Net loss | (14,063) | (14,063) | |||
Balance (in shares) at Dec. 31, 2013 | 19,048,900 | ||||
Balance at Dec. 31, 2013 | 59,194 | $ 216,702 | 25,343 | (167,027) | (15,824) |
Stock-based compensation | 3,283 | 3,283 | |||
Issuance of common shares pursuant to exercise of options (in shares) | 648,506 | ||||
Issuance of common shares pursuant to exercise of options | 2,616 | $ 5,034 | (2,418) | ||
Issuance of common shares pursuant to exercise of warrants (in shares) | 615,763 | ||||
Issuance of common shares pursuant to exercise of warrants | 11,791 | $ 11,791 | |||
Issuance of common shares in conjunction with the private (public in 2015) offering, net of issuance costs (in shares) | 2,125,000 | ||||
Issuance of common shares in conjunction with the private (public in 2015) offering, net of issuance costs | 56,477 | $ 56,477 | |||
Currency translation adjustment | (6,489) | (6,489) | |||
Net loss | (38,837) | (38,837) | |||
Balance (in shares) at Dec. 31, 2014 | 22,438,169 | ||||
Balance at Dec. 31, 2014 | 88,035 | $ 290,004 | 26,208 | (205,864) | (22,313) |
Stock-based compensation | 22,093 | $ 16,687 | 5,406 | ||
Issuance of common shares pursuant to exercise of options (in shares) | 640,457 | ||||
Issuance of common shares pursuant to exercise of options | 1,651 | $ 4,186 | (2,535) | ||
Issuance of common shares pursuant to exercise of warrants (in shares) | 18,750 | ||||
Issuance of common shares pursuant to exercise of warrants | 371 | $ 371 | |||
Issuance of common shares in conjunction with the private (public in 2015) offering, net of issuance costs (in shares) | 7,500,000 | ||||
Issuance of common shares in conjunction with the private (public in 2015) offering, net of issuance costs | 142,177 | $ 142,177 | |||
Increase of equity instruments in conjunction with the acquisition of Arbutus Inc. (in shares) | 23,973,315 | ||||
Increase of equity instruments in conjunction with the acquisition of Arbutus Inc. | 381,942 | $ 380,815 | 1,127 | ||
Currency translation adjustment | (27,469) | (27,469) | |||
Net loss | (61,121) | (61,121) | |||
Balance (in shares) at Dec. 31, 2015 | 54,570,691 | ||||
Balance at Dec. 31, 2015 | $ 547,679 | $ 834,240 | $ 30,206 | $ (266,985) | $ (49,782) |
Consolidated Statement of Stoc6
Consolidated Statement of Stockholders Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Stockholders' Equity [Abstract] | |||
Issuance of common shares in conjunction with the private (public in 2015) offering, net of issuance costs of | $ 9,700 | $ 4,085 | $ 2,462 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
OPERATING ACTIVITIES | |||
Net loss for the period | $ (61,121,000) | $ (38,837,000) | $ (14,063,000) |
Items not involving cash: | |||
Deferred income taxes | (16,185,000) | 0 | 0 |
Depreciation of property and equipment | 589,000 | 529,000 | 613,000 |
Gain on sale of property and equipment | 0 | (80,000) | 0 |
Unrealized foreign exchange (gains) losses | (21,966,000) | (4,218,000) | (18,000) |
Change in fair value of warrant liability | (3,341,000) | 10,383,000 | 3,530,000 |
Change in fair value of contingent consideration | 770,000 | 0 | 0 |
Impairment of intangible assets | 39,007,000 | 0 | 0 |
Net change in non-cash operating items: | |||
Accounts receivable | 628,000 | (1,887,000) | 889,000 |
Accrued revenue | 349,000 | (360,000) | 2,008,000 |
Deferred expenses | 0 | 167,000 | 231,000 |
Investment tax credits receivable | (188,000) | (52,000) | (31,000) |
Prepaid expenses and other assets | 159,000 | (773,000) | (776,000) |
Accounts payable and accrued liabilities | (2,489,000) | 6,253,000 | 130,000 |
Deferred revenue | (13,090,000) | 13,171,000 | (153,000) |
Net cash used in operating activities | (54,785,000) | (12,421,000) | (6,737,000) |
INVESTING ACTIVITIES | |||
Disposition (acquisition) of investments | 9,645,000 | (41,982,000) | 0 |
Cash acquired through acquisition | 324,000 | 0 | 0 |
Proceeds from sale of property and equipment | 0 | 80,000 | 0 |
Acquisition of property and equipment | (2,287,000) | (1,056,000) | (725,000) |
Net cash provided by (used in) investing activities | 7,682,000 | (42,958,000) | (725,000) |
FINANCING ACTIVITIES | |||
Proceeds from issuance of common shares, net of issuance costs | 142,177,000 | 56,477,000 | 32,038,000 |
Issuance of common shares pursuant to exercise of options | 1,651,000 | 2,616,000 | 389,000 |
Issuance of common shares pursuant to exercise of warrants | 42,000 | 1,583,000 | 289,000 |
Net cash provided by financing activities | 143,870,000 | 60,676,000 | 32,716,000 |
Effect of foreign currency rate changes on cash and cash equivalents | (2,175,000) | (1,827,000) | (3,561,000) |
Increase in cash and cash equivalents | 94,592,000 | 3,470,000 | 21,693,000 |
Cash and cash equivalents, beginning of period | 72,187,000 | 68,717,000 | 47,024,000 |
Cash and cash equivalents, end of period | 166,779,000 | 72,187,000 | 68,717,000 |
Supplemental cash flow information | |||
Fair value of warrants exercised on a cashless basis | 0 | (116,000) | 1,404,000 |
Investment tax credits received | 24,000 | 0 | 10,000 |
Acquisition of Arbutus Inc. net of cash acquired | 381,618,000 | 0 | 0 |
Research, development, collaborations | |||
Items not involving cash: | |||
Stock-based compensation | 7,869,000 | 2,343,000 | 622,000 |
General and administrative expenses | |||
Items not involving cash: | |||
Stock-based compensation | $ 14,224,000 | $ 940,000 | $ 281,000 |
Nature of Business and Future O
Nature of Business and Future Operations | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of business and future operations | Nature of business and future operations Arbutus Biopharma Corporation (the “Company” or “Arbutus”) is a Canadian biopharmaceutical business dedicated to discovering, developing, and commercializing a cure for patients suffering from chronic hepatitis B infection (HBV), a disease of the liver caused by the hepatitis B virus (“HBV”). The Company is also developing a pipeline focused on advancing novel RNA interference therapeutics (RNAi) leveraging the Company’s expertise in Lipid Nanoparticle (LNP) technology. Effective July 31, 2015, the corporate name changed from Tekmira Pharmaceuticals Corporation (Tekmira) to Arbutus Biopharma Corporation. Also effective July 31, 2015, the corporate name of the wholly-owned subsidiary, OnCore Biopharma, Inc. (OnCore) changed to Arbutus Biopharma, Inc. (Arbutus Inc.). Including Arbutus Inc., the Company has four wholly-owned subsidiaries: Protiva Biotherapeutics Inc. (Protiva), Protiva Biotherapeutics (USA) Inc. (Protiva USA), and Protiva Agricultural Development Company Inc. (“PADCo”). In March 2016, Monsanto exercised its option to acquire 100% of the outstanding shares in PADCo - refer to note 13 subsequent events. The success of the Company is dependent on obtaining the necessary regulatory approvals to bring its products to market and achieve profitable operations. The continuation of the research and development activities and the commercialization of its products are dependent on the Company’s ability to successfully complete these activities and to obtain adequate financing through a combination of financing activities and operations. It is not possible to predict either the outcome of future research and development programs or the Company’s ability to continue to fund these programs in the future. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant accounting policies | Significant accounting policies Basis of presentation Arbutus Biopharma Corporation (formerly Tekmira Pharmaceuticals Corporation) was incorporated on October 6, 2005 as an inactive wholly owned subsidiary of Inex Pharmaceuticals Corporation (Inex). Pursuant to a “Plan of Arrangement” effective April 30, 2007, the business and substantially all of the assets and liabilities of Inex were transferred to the Company. The consolidated financial statements for all periods presented herein include the consolidated operations of Inex until April 30, 2007 and the operations of the Company thereafter. The Company has four wholly-owned subsidiaries as at December 31, 2015: Arbutus Biopharma, Inc. (formerly OnCore Biopharma, Inc.) Protiva Biotherapeutics Inc. (Protiva), Protiva Biotherapeutics (USA) Inc. (Protiva USA), and Protiva Agricultural Development Company Inc. (“PADCo”). Protiva and Protiva USA were acquired on May 30, 2008. PADCo was incorporated on January 9, 2014. Arbutus Inc. was acquired by way of a Merger Agreement on March 4, 2015, which included Arbutus Inc.'s wholly-owned subsidiary, Enantigen Therapeutics, Inc. (Enantigen) - see note 3. Enantigen was merged with Arbutus Inc. on September 30, 2015. These consolidated financial statements include the accounts of the Company and three of its wholly-owned subsidiaries, Arbutus Inc., Protiva and Protiva USA. All intercompany transactions and balances have been eliminated on consolidation. The Company records its investment in PADCo using the equity method. The Company has determined that PADCo is a variable interest entity (“VIE”) of which it is not the primary beneficiary. The Company is not the primary beneficiary as it does not have the power to make decisions that most significantly affect the economic performance of the VIE nor does the Company have the right to receive benefits or the obligation to absorb losses that in either case could potentially be significant to the VIE. PADCo is described further in note 4(b). In March 2016, Monsanto exercised its option to acquire PADCo - refer to note 13 subsequent events. Use of estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions about future events that affect the reported amounts of assets, liabilities, revenue, expenses, contingent assets and contingent liabilities as at the end or during the reporting period. Actual results could significantly differ from those estimates. Significant areas requiring the use of management estimates relate to purchase price allocation, valuation of intangible assets and goodwill, recognition of revenue, stock-based compensation, valuation of warrant liability and financial instrument, and the amounts recorded as accrued liabilities, contingent consideration, and income tax recovery. Cash and cash equivalents Cash and cash equivalents are all highly liquid instruments with an original maturity of three months or less when purchased. Cash equivalents are recorded at cost plus accrued interest. The carrying value of these cash equivalents approximates their fair value. Short-term and long-term investments The Company acquired guaranteed investment certificates and a term deposit during the year, which are classified as short-term and long-term investments on the balance sheet respectively. Short-term investments have original maturities exceeding three months, and have remaining maturities less than one year. Long-term investments have remaining maturities exceeding twelve months. Short-term and long-term investments accrue interest daily based on a fixed interest rate for the term. The carrying value of these investments are recorded at cost plus accrued interest, which approximates their fair value. All investments are governed by the Board approved Investment Policy for the Company. Fair value of financial instruments We measure certain financial instruments and other items at fair value. To determine the fair value, we use the fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use to value an asset or liability and are developed based on market data obtained from independent sources. Unobservable inputs are inputs based on assumptions about the factors market participants would use to value an asset or liability. The three levels of inputs that may be used to measure fair value are as follows: • Level 1 inputs are quoted market prices for identical instruments available in active markets. • Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly. If the asset or liability has a contractual term, the input must be observable for substantially the full term. An example includes quoted market prices for similar assets or liabilities in active markets. • Level 3 inputs are unobservable inputs for the asset or liability and will reflect management’s assumptions about market assumptions that would be used to price the asset or liability. Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. Changes in the observability of valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy. The Company’s financial instruments consist of cash and cash equivalents, short-term and long-term investments, accounts receivable, accounts payable and accrued liabilities, warrants and financial instruments. Long-term investments approximate fair value due to the interest rates being at prevailing market rates. The carrying values of cash and cash equivalents, short-term investments, accounts receivable and accounts payable and accrued liabilities approximate their fair values due to the immediate or short-term maturity of these financial instruments. As quoted prices for the warrants are not readily available, the Company has used a Black-Scholes pricing model, as described in note 6, to estimate fair value. These are level 3 inputs as defined above. The Company used a discounted cash flow model to determine the fair value of the financial instrument related to Monsanto’s call option to acquire the equity or all of the assets of PADCo, as described in note 4. The fair value was determined at the date of recognition, and at each reporting date. The initial fair value of the financial instrument was nil, and there has been no change to its fair value as at December 31, 2015. The assumptions used in the discounted cash flow model are level 3 inputs as defined above. To determine the fair value of the contingent consideration, the Company uses a probability weighted assessment of the likelihood the milestones would be met and the estimated timing of such payments, and then the potential contingent payments were discounted to their present value using a probability adjusted discount rate that reflects the early stage nature of the development program, time to complete the program development, and overall biotech indices, as in note 9. The fair value was determine at the date of recognition to be $6,727,000 . The Company determined the fair value of the contingent consideration has increased by $770,000 to $7,497,000 and the increase in fair value has been recorded in other losses in the statement of operations and comprehensive loss for the year-ended December 31, 2015. The assumptions used in the discounted cash flow model are level 3 inputs as defined above. The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis, and indicates the fair value hierarchy of the valuation techniques used to determine such fair value: Level 1 Level 2 Level 3 December 31, 2015 Assets Cash and cash equivalents $ 166,779 — — $ 166,779 Guaranteed investment certificate 14,525 — — 14,525 Term deposit 10,070 — — 10,070 Total $ 191,374 — — $ 191,374 Liabilities Warrants — — $ 883 $ 883 Contingent consideration — — 7,497 7,497 Financial instrument — — — — Total — — $ 8,380 $ 8,380 Level 1 Level 2 Level 3 December 31, 2014 Assets Cash and cash equivalents $ 72,187 — — $ 72,187 Guaranteed investment certificates 39,974 — — 39,974 Total $ 112,161 — — $ 112,161 Liabilities Warrants — — $ 5,099 $ 5,099 Financial instrument — — — — Total — — $ 5,099 $ 5,099 The following table presents the changes in fair value of the Company’s warrants: Liability at beginning of the period Warrants issued in the period Fair value of warrants exercised in the period Increase (decrease) in fair value of warrants Foreign exchange loss Liability at end of the period Year ended December 31, 2013 $ 4,015 $ — $ (1,854 ) $ 3,530 $ (312 ) $ 5,379 Year ended December 31, 2014 $ 5,379 — $ (10,208 ) $ 10,383 $ (455 ) $ 5,099 Year ended December 31, 2015 $ 5,099 — $ (334 ) $ (3,341 ) $ (541 ) $ 883 The following table presents the changes in fair value of the Company’s contingent consideration: Liability at beginning of the period (1) Increase in fair value of contingent consideration Liability at end of the period Year ended December 31, 2015 $ 6,727 $ 770 $ 7,497 (1) As at acquisition date of March 4, 2015 - see note 3 below. Inventory Inventory includes materials assigned for the manufacture of products for collaborative partners and manufacturing costs for products awaiting acceptance by collaborative partners. Inventory is carried at the lower of cost and net realizable value and measured using first-in-first-out method. The cost of inventories includes all costs of purchase, costs of manufacturing and other costs incurred in bringing the inventories to their present location and condition. Materials purchased for the Company’s own research and development products are not recorded as inventory but are expensed as incurred. Property and equipment Property and equipment is recorded at cost less impairment losses, accumulated depreciation, related government grants and investment tax credits. The Company records depreciation using the straight-line method over the estimated useful lives of the capital assets as follows: Useful life (years) Laboratory equipment 5 Computer and office equipment 2 — 5 Furniture and fixtures 5 Leasehold improvements are depreciated over their estimated useful lives but in no case longer than the lease term, except where lease renewal is reasonably assured. If there is a major event indicating that the carrying value of property and equipment may be impaired then management will perform an impairment test and if the carrying value exceeds the recoverable value, based on undiscounted future cash flows, then such assets are written down to their fair values. Goodwill and intangible assets The costs incurred in establishing and maintaining patents for intellectual property developed internally are expensed in the period incurred. Intangible assets consist of in-process research and development arising from the Company’s acquisition of Arbutus Inc. - see note 3. In-process research and development (IPR&D) intangible assets are classified as indefinite-lived and are not amortized. IPR&D becomes definite-lived upon the completion or abandonment of the associated research and development efforts. Intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives, which are the respective patent terms. Amortization begins when intangible assets with finite lives are put into use. If there is a major event indicating that the carrying value of intangible assets may be impaired, then management will perform an impairment test and if the carrying value exceeds the recoverable value, based on discounted future cash flows, then such assets are written down to their fair values. Goodwill represents the excess of purchase price over the value assigned to the net tangible and identifiable intangible assets of Arbutus Inc. - see note 3. Goodwill has an indefinite accounting life and is therefore not amortized. Instead, goodwill is subject to a two-step impairment test on an annual basis, unless the Company identifies impairment indicators that would require earlier testing. The first step compares the fair value of the reporting unit to its carrying amount, which includes the goodwill. When the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not to be impaired, and the second step of the impairment test is unnecessary. If the carrying amount exceeds the implied fair value of the reporting unit, the second step measures the amount of the impairment loss. If the carrying amount exceeds the fair value of the reporting unit, an impairment loss is recognized equal to that excess. The Company reviews the recoverable amount of intangible assets on an annual basis, and the annual evaluation for goodwill is performed as of December 31 each year. In addition, the Company evaluates for events or changes in the business that could indicate impairment and earlier testing. Such indicators include, but are not limited to, on an ongoing basis: (a) industry and market considerations such as increased competitive environment or adverse change in legal factors including an adverse assessment by regulators; (b) an accumulation of costs significantly in excess of the amount originally expected for the development of the asset; (c) current period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of the asset; and (d) if applicable, a sustained decrease in share price. Revenue recognition The Company earns revenue from research and development collaboration and contract services, licensing fees, milestone and royalty payments. Revenues associated with multiple element arrangements are attributed to the various elements based on their relative fair values or are recognized as a single unit of accounting when relative fair values are not determinable. Non-refundable payments received under collaborative research and development agreements are recorded as revenue as services are performed and related expenditures are incurred. Non-refundable upfront license fees from collaborative licensing and development arrangements are recognized as the Company fulfills its obligations related to the various elements within the agreements, in accordance with the contractual arrangements with third parties and the term over which the underlying benefit is being conferred. The Company evaluates new arrangements for any substantive milestones by considering: whether substantive uncertainty exists upon execution of the arrangement; if the event can only be achieved based in whole or in part on the Company’s performance, or occurrence of a specific outcome resulting from the Company’s performance; any future performance required, and payment is reasonable relative to all deliverables; and, the payment terms in the arrangement. Payments received upon the achievement of substantive milestones are recognized as revenue in their entirety. Payments received upon the occurrence of milestones that are non-substantive are deferred and recognized as revenue over the estimated period of performance applicable to the associated collaborative agreement. Revenue earned under research and development manufacturing collaborations where the Company bears some or all of the risk of a product manufacturing failure is recognized when the purchaser accepts the product and there are no remaining rights of return. Revenue earned under research and development collaborations where the Company does not bear any risk of product manufacturing failure is recognized in the period the work is performed. For contracts where the manufacturing amount is specified, revenue is recognized as product is manufactured in proportion to the total amount specified under the contract. Revenue and expenses under the contract with the United States Government Department of Defense (“DoD”) are being recorded using the percentage-of-completion method. Contract progress is based on costs incurred to date. Expenses under the contract are recorded in the Company’s consolidated statement of operations and comprehensive income (loss) as they are incurred. Government contract revenues related to expenses incurred under the contract are recorded in the same period as those expenses. Expenses accrued under the contract but not yet invoiced are recorded in the Company’s balance sheet as accrued liabilities and accrued revenues. Equipment purchased under the contract is recorded on the Company’s balance sheet as deferred expense and deferred revenue and amortized, on a straight-line basis, over the life of the contract. Cash or other compensation received in advance of meeting the revenue recognition criteria is recorded on the balance sheet as deferred revenue. Revenue meeting recognition criteria but not yet received or receivable is recorded on the balance sheet as accrued revenue. Leases and lease inducements Leases entered into are classified as either capital or operating leases. Leases which substantially transfer all benefits and risks of ownership of property to the Company are accounted for as capital leases. At the time a capital lease is entered into, an asset is recorded together with its related long-term obligation to reflect the purchase and financing. All other leases are accounted for as operating leases wherein rental payments are expensed as incurred. Lease inducements represent leasehold improvement allowances and reduced or free rent periods and are amortized on a straight-line basis over the term of the lease and are recorded as a reduction of rent expense. Research and development costs Research and development costs, including acquired in-process research and development expenses for which there is no alternative future use, are charged as an expense in the period in which they are incurred. Income or loss per share Income or loss per share is calculated based on the weighted average number of common shares outstanding. Diluted loss per share does not differ from basic loss per share for the years ended December 31, 2015, 2014 and 2013, since the effect of the Company’s stock options and warrants is anti-dilutive. The following table sets out the computation of basic and diluted net income (loss) per common share: For the year ended December 31 2015 2014 2013 Numerator: Net loss $ (61,121 ) $ (38,837 ) $ (14,063 ) Denominator: Weighted average number of common shares 45,462,324 21,603,136 15,302,680 Basic income (loss) per common share $ (1.34 ) $ (1.80 ) $ (0.92 ) Diluted income (loss) per common share $ (1.34 ) $ (1.80 ) $ (0.92 ) For the year ended December 31, 2015 , potential common shares of 2,899,331 were excluded from the calculation of income per common share because their inclusion would be anti-dilutive ( December 31, 2014 – 2,221,233 ; December 31, 2013 – 3,064,767 ). Government grants and refundable investment tax credits Government grants and tax credits provided for current expenses is included in the determination of income or loss for the year, as a reduction of the expenses to which it relates. Government grants and tax credits towards the acquisition of property and equipment is deducted from the cost of the related property and equipment. Foreign currency translation and change in reporting currency The functional currency of the Company and two of its integrated subsidiaries (Protiva and Protiva USA), is the Canadian dollar, and the functional currency of Arbutus Inc. is the U.S. dollar. Foreign currency monetary assets and liabilities are translated into the functional currency at the rate of exchange prevailing at the balance sheet date. Non-monetary assets and liabilities are translated at historical exchange rates. The previous month’s average rate of exchange is used to translate revenue and expense transactions. Exchange gains and losses are included in income or loss for the period. The Company is using United States dollars as its reporting currency. All assets and liabilities are translated using the exchange rate at the balance sheet date. Revenues, expenses and other income (losses) are translated using the average rate for the period, except for large transactions, for which the exchange rate on the date of the transaction is used. Equity accounts are translated using the historical rate. As the translation differences from the Company’s functional currency of Canadian dollars to the Company’s reporting currency of US dollars are unrealized gains and losses, the differences are recorded in other comprehensive income (loss), and do not impact the calculation of Income or Loss per Share. On January 1, 2016, the Company changed its functional currency from the Canadian dollar to the U.S. dollar based on management's analysis of the changes in the primary economic environment in which the Company operates. The change in functional currency is accounted for prospectively from January 1, 2016 and financial statements prior to and including the year-ended December 31, 2015 have not been restated for the change in functional currency. Deferred income taxes Income taxes are accounted for using the asset and liability method of accounting. Deferred income taxes are recognized for the future income tax consequences attributable to differences between the carrying values of assets and liabilities and their respective income tax bases and for loss carry-forwards. Deferred income tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax laws or rates is included in earnings in the period that includes the enactment date. When realization of deferred income tax assets does not meet the more-likely-than-not criterion for recognition, a valuation allowance is provided. Stock-based compensation The Company grants stock options to employees and directors pursuant to a share incentive plan described in note 6. Compensation expense is recorded for issued stock options using the fair value method with a corresponding increase in additional paid-in capital. Any consideration received on the exercise of stock options is credited to share capital. The fair value of stock options is measured at the grant date and amortized on a straight-line basis over the vesting period. Replacement awards Replacement awards are share-based payment awards exchanged for awards held by employees of Arbutus Inc. As part of the Company’s acquisition of Arbutus Inc., Arbutus shares were exchanged for Arbutus Inc.’s shares subject to repurchase rights held by Arbutus Inc.’s employees - see note 3. As at the date of acquisition of Arbutus Inc., the Company determined the total fair value of replacement awards and attributed a portion of the replacement awards to pre-combination service as part of the total acquisition consideration, and a portion to post-combination service, which is recognized as compensation expense over the expiry period of repurchase provision rights subsequent to the acquisition date. The replacement awards consist of common shares that were issued at acquisition. Accordingly, as stock compensation expense related to these awards is recognized, share capital is increased by a corresponding amount. Replacement awards are excluded in the calculation of basic net income (loss) per share until the repurchase rights have expired. Warrants The Company accounts for the warrants under the authoritative guidance on accounting for derivative financial instruments indexed to, and potentially settled in, a company’s own stock, on the understanding that in compliance with applicable securities laws, the registered warrants require the issuance of registered securities upon exercise and do not sufficiently preclude an implied right to net cash settlement. The Company classifies warrants in its consolidated balance sheet as a liability which is revalued at each balance sheet date subsequent to the initial issuance. The Company uses the Black-Scholes pricing model to value the warrants. Determining the appropriate fair-value model and calculating the fair value of registered warrants requires considerable judgment. A small change in the estimates used may cause a relatively large change in the estimated valuation. The estimated volatility of the Company’s common stock at the date of issuance, and at each subsequent reporting period, is based on historic fluctuations in the Company’s stock price. The risk-free interest rate is based on the Government of Canada rate for bonds with a maturity similar to the expected remaining life of the warrants at the valuation date. The expected life of the warrants is based on the historical pattern of exercises of warrants. Segment information The Company operates in a single reporting segment. Substantially all of the Company’s revenues to date were earned from customers or collaborators based in the United States. Substantially all of the Company’s premises, property and equipment are located in Canada and the United States. Recent accounting pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842): Recognition and Measurement of Financial Assets and Financial Liabilities. The update supersedes Topic 840, Leases and requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. Topic 842 retains a distinction between finance leases and operating leases, with cash payments from operating leases classified within operating activities in the statement of cash flows. The amendments in this update are effective for fiscal years beginning after December 15, 2018 for public business entities, which for the Company means January 1, 2019. The Company does not plan to early adopt this update. The extent of the impact of this adoption has not yet been determined. In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. The update eliminates the requirement to retrospectively adjust the provisional amounts recognized at the acquisition date with a corresponding adjustment to goodwill during the measurement period when new information is obtained about the facts and circumstances that existed as of the acquisition date, that if known, would have affected the measurement of the amounts initially recognized or would have resulted in the recognition of additional assets or liabilities. The amendments in this update are effective for fiscal years beginning after December 15, 2015, which for the Company means January 1, 2016, and should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this update. Early application is permitted for financial statements that have not been issued. The Company has adopted this update and applied it to the acquisition of Arbutus Inc. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (ASC 606). The standard is intended to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP and IFRS by creating a new Topic 606, Revenue from Contracts with Customers. This guidance supersedes the revenue recognition requirements in ASC 605, Revenue Recognition, and supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition - Construction-Type and Production-Type Contracts. The core principle of the accounting standard is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those good or services. The amendments should be applied by either (1) retrospectively to each prior reporting period presented; or (2) retrospectively with the cumulative effect of initially applying this ASU recognized at the date of initial application. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date to defer the effective date of Update 2014-09 for all entities by one year. The new guidance would be effective for fiscal years beginning after December 15, 2017, which for the Company means January 1, 2018. Entities are permitted to adopt in accordance with the original effective date if they choose. The Company has not yet determined the extent of the impact of adoption. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The update is intended to provide guidance in GAAP about 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 footnote disclosures. Under amendments to GAAP, the assessment period is within one year after the date that the financial statements are issued (or available to be issued). The amendments are effective for the annual period ending after December 15, 2016, which for the Company means January 1, 2017, and for annual periods and interim periods thereafter. Early application is permitted. The Company does not plan to early adopt this update. The extent of the impact of this adoption has not yet been determined. |
Merger with Arbutus Biopharma I
Merger with Arbutus Biopharma Inc. (formerly OnCore BioPharma, Inc.) | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Merger with Arbutus Biopharma Inc. (formerly OnCore BioPharma, Inc.) | Merger with Arbutus Biopharma, Inc. (formerly OnCore BioPharma, Inc.) (a) Purchase Price Allocation On January 11, 2015, the Company entered into a Merger Agreement to acquire 100% of the outstanding shares of Arbutus Inc. (formerly OnCore Biopharma, Inc.) and its wholly-owned subsidiary, Enantigen (see note 9). Arbutus Inc. was a privately owned U.S. company focused on discovery, development and commercialization of an all-oral cure regimen for patients with HBV. The merger was approved by the Company’s shareholders on March 3, 2015 and closed on March 4, 2015. Arbutus Inc.’s results of operations and fair value of assets acquired and liabilities assumed are included in the Company’s consolidated financial statements from the date of acquisition. The transaction has been accounted for using the acquisition method based on ASC 805, Business Combinations, with Arbutus (formerly Tekmira) identified as the acquirer, based on managements’ analysis and evaluation of the form of the acquisition, the relative contribution and rights of the predecessor groups post-closing, and the relative number of shares issued by the Company on acquisition of Arbutus Inc. Under the acquisition method, the consideration transferred is measured at fair value; common shares as consideration are issued at the market price as at the acquisition date. The excess of the purchase price over the preliminary fair value assigned to the net assets acquired has been recorded as goodwill. Acquisition costs were expensed as incurred. The Company recorded $ 9,656,000 of acquisition costs for the year ended December 31, 2015 (2014 - $462,000 ). The Company issued consideration with a total fair value of $381,942,000 on acquisition. Of this consideration, 23,973,315 common shares were issued, which is comprised of 20,347,906 common shares issued without subjects and 3,625,412 common shares issued to Arbutus Inc.’s founding executives and subject to repurchase provisions. The fair value of the common shares issued without subjects has been determined to be the Company’s NASDAQ closing price of $ 18.26 on the date prior to the acquisition’s consummation, March 4, 2015. The total fair value of the common shares issued subject to repurchase provision has been determined to be $ 66,196,000 , using the Black-Scholes pricing model with assumed risk-free interest rate of 0.74% , volatility of 81% , a zero dividend yield and an expected life of 4 years . Of the total fair value, $ 9,262,000 has been attributed as pre-combination service and included as part of the total acquisition consideration. The post-combination attribution of $56,934,000 will be recognized as compensation expense over the period of expiry of repurchase provision rights and is not included in the total acquisition consideration. In July 2015, in conjunction with amendments to the employment contracts of Arbutus Inc.’s founding executives, the Company amended the repurchase provision rights period of expiry from August 2018 to August 2017. This amendment results in an acceleration of compensation expense recognized in each subsequent period by approximately $1,900,000 per quarter, effective in Q3 2015. The Company recorded $16,687,000 in stock-based compensation expense related to services performed during the period of expiration of repurchase provision rights from the acquisition date through to December 31, 2015. As at the acquisition date, 3,625,412 shares were issued and outstanding which were and continue to remain subject to a repurchase provision. Subsequent to the acquisition date and the July 2015 amendment to the repurchase provision rights, the rights expire at a rate of 302,120 on November 30, 2015 and February 29, 2016 and at a rate of 503,552 shares every three months thereafter commencing May 31, 2016. The Company has further reserved 184,332 shares for the future exercise of Arbutus Inc. stock options. The total fair value of Arbutus Inc. stock options at the date of acquisition has been determined to be $ 3,287,000 , using the Black-Scholes pricing model with an assumed risk-free interest rate of 0.97% , volatility of 78% , a zero dividend yield and an expected life of 8 years , which are consistent with the assumption inputs used by the Company to determine the fair value of its options. Of the total fair value, $ 1,127,000 has been attributed as pre-combination service and included as part of the total acquisition consideration. The post-combination attribution of $2,160,000 will be recognized as compensation expense over the vesting period of the stock options through to December 2018. The Company has included $463,000 compensation expense related to the vesting of Arbutus Inc. stock options from the acquisition date through to December 31, 2015. The aggregate fair value of consideration transferred to acquire Arbutus Inc.’s outstanding shares has been determined to be $381,942,000 , and has been attributed to fair values of assets acquired and liabilities assumed. The Company has refined the preliminary allocation of the purchase price for intangible assets, goodwill, contingent consideration and deferred tax liability from what was disclosed in prior periods. The following table summarizes the Company’s finalized purchase price allocation as at December 31, 2015: Consideration paid: Common shares issued without subjects $ 371,553 Common shares issued subject to repurchase provision 9,262 Common shares issuable for Arbutus Inc. stock options 1,127 $ 381,942 Identifiable assets acquired and liabilities assumed: Cash $ 324 Prepaid expenses and other assets 116 Accounts receivable 8 Property and equipment 147 Acquired intangible assets 391,649 Goodwill 162,514 Accounts payable and accrued liabilities (3,580 ) Other non-current liabilities (note 9) (6,727 ) Deferred income tax liability (162,509 ) Total purchase price allocation $ 381,942 The fair value of intangible assets is estimated to be $391,649,000 . The fair value of each IPR&D asset is estimated using the income approach. The income approach uses valuation techniques to discount future economic benefits attributed to the subject intangible asset to a present value. Present value is based on current market expectations about those future amounts and includes management’s estimates of risk-adjusted future incremental earnings that may be achieved upon regulatory approval, promotion, and distribution associated with the rights and includes estimated cash flows of approximately 20 years and a discount rate of approximately 13.7% . The identifiable intangible assets acquired consist of in-process research and development (IPR&D) HBV assets, as summarized in the table below: IPR&D – Cyclophilins $ 39,007 IPR&D – Immune Modulators 183,103 IPR&D – Antigen Inhibitors 36,437 IPR&D – cccDNA Sterilizers 133,102 Total IPR&D $ 391,649 All IPR&D acquired is currently classified as indefinite-lived and is not currently being amortized. IPR&D becomes definite-lived upon the completion or abandonment of the associated research and development efforts, and will be amortized from that time over an estimated useful life based on respective patent terms. The fair value of each IPR&D asset will continue to be evaluated on a quarterly basis for indicators of impairment. Based on the fair values above, an amount of $ 162,514,000 has been allocated to goodwill, which represents the excess of the purchase price over the fair values assigned to the net assets acquired. Goodwill is attributable to synergies expected to arise after the Company’s acquisition of Arbutus Inc. The full amount of the value of goodwill has been assigned to the entire Company, since management has determined that the Company has only one reporting unit. The goodwill is not deductible for tax purposes, and is not amortized, but will be evaluated for impairment on an annual basis or more often if the Company identifies impairment indicators that would require earlier testing. Reconciliation of preliminary to final purchase price allocation During the year ended December 31, 2015, the Company finalized the purchase price allocation and made revisions to certain preliminary estimated fair values of assets acquired and liabilities assumed. The following table presents a summary of revisions and adjustments made to the preliminary estimates as previously disclosed to the finalized purchase price allocation: Preliminary Amounts Recognized as of Acquisition Date (1) Measurement Period Adjustments (2) Amounts Recognized as of Acquisition Date (as adjusted) Purchase Price $ 381,942 $ — $ 381,942 Identifiable assets acquired and liabilities assumed: Cash $ 324 $ — $ 324 Prepaid expenses and other assets 127 (11 ) 116 Accounts receivable 8 — 8 Property and equipment 147 — 147 Acquired intangible assets 389,652 1,997 391,649 Goodwill 155,865 6,649 162,514 Accounts payable and accrued liabilities (3,580 ) — (3,580 ) Other non-current liabilities (note 8) (4,736 ) (1,991 ) (6,727 ) Deferred income tax liability (155,865 ) (6,644 ) (162,509 ) Total purchase price allocation $ 381,942 $ — $ 381,942 1. The preliminary purchase price as of the acquisition date of March 4, 2015 as previously disclosed in the notes to consolidated financial statements included in the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2015. 2. The measurement period is from the acquisition date of March 4, 2015 to the date the Company finalized the purchase price allocation on December 31, 2015. The measurement period adjustment for intangible assets acquired was made as the Company revised certain royalty rates on future sales of various intangible assets acquired. This resulted in an increase in deferred income tax liability associated with the intangible assets. In addition, the Company revised its preliminary tax rate based on management's revised analysis of a combined federal and state tax rate in the jurisdiction in which the Company expects the deferred tax liability to be settled or realized. The measurement period adjustment for other non-current liabilities relate to the contingent consideration payable to former Enantigen shareholders upon the achievement of certain regulatory, development and sales milestones, as described in note 9. The adjustment relates to management's revision to the probabilities used in a probability weighted assessment of the likelihood of milestones being met and timing of such payments. Based on the above measurement period adjustments, the increase to goodwill of $6,649,000 results in a final goodwill allocation of $162,514,000 . As described in note 2 and further below, the Company conducts its annual goodwill impairment test on December 31st. Pro forma information The amount of net loss of Arbutus Inc. included in the consolidated statements of operations from the acquisition date, through the period ended December 31, 2015 was $13,658,000 . Arbutus Inc. did not earn any revenues from the acquisition date through the year-ended December 31, 2015. The following table presents the unaudited pro forma results for the year ended December 31, 2015 and 2014. The pro forma financial information combines the results of operations of Arbutus, Arbutus Inc., Protiva, Protiva USA, and Enantigen as though the businesses had been combined as of the beginning of fiscal 2014. The pro forma financial information is presented for informational purposes only, and is not indicative of the results of operations that would have been achieved if the merger had taken place at the beginning of fiscal 2014. The pro forma financial information presented includes acquisition costs, amortization charges for acquired tangible assets, impairment charge on acquired intangible assets (as described in note 3b below), but does not include amortization charges for acquired intangible assets as these assets have not yet been put in use. Year ended December 31, 2015 2014 Pro forma information Gross Revenue $ 24,873 $ 14,953 Loss from operations (109,387 ) (51,088 ) Net loss (67,416 ) (56,491 ) Basic and diluted loss per share $ (1.38 ) $ (1.24 ) (b) Impairment evaluations for intangible assets and goodwill The Company evaluates the recoverable amount of intangible assets on an annual basis and performs an annual evaluation of goodwill as of December 31 each year, unless there is an event or change in the business that could indicate impairment and earlier testing. Impairment of intangible assets On October 28, 2015, the Company announced that the development of the cyclophilin drug candidate, OCB-030 has been discontinued. The decision was based on extensive preclinical evaluations performed by the Company of OCB-030 and other competitive cyclophilin inhibitors following the acquisition of Arbutus Inc., which concluded that cyclophilins do not play a meaningful role in HBV biology. Although the final conclusion was made subsequent to the period end, it reflected management’s best estimate as at September 30, 2015, and as such, the Company recorded an estimated impairment charge of $ 37,990,000 and a corresponding income tax benefit of $15,196,000 related to the decrease in deferred tax liability for the discontinuance of OCB-030 in the consolidated statement of operations and comprehensive loss. As noted above, the Company finalized its purchase price allocation during the fourth quarter of 2015 by making certain revisions to estimates which included adjustments to the fair value of individual intangible assets acquired. The fair value of cyclophilin inhibitors has been adjusted to be $39,007,000 as compared to management's best estimate of $37,990,000 previously written off in the third quarter. The incremental adjustment to fair value of $1,017,000 as well as the corresponding incremental adjustment to income tax benefit of $989,000 are cumulatively reflected in the Company's consolidated statement of operations and comprehensive loss for the year-ended December 31, 2015. For all other IPR&D, fair values of the intangible assets were calculated to be above the respective carrying values; therefore, no impairment was recorded. The following table summarizes the carrying values, net of impairment of the intangible assets as at December 31, 2015: IPR&D – Cyclophilins $ — IPR&D – Immune Modulators 183,103 IPR&D – Antigen Inhibitors 36,437 IPR&D – cccDNA Sterilizers 133,102 Total IPR&D $ 352,642 Annual impairment evaluation of goodwill On December 31, the Company conducted its annual impairment evaluation of goodwill. Goodwill was recorded as a result of the acquisition of Arbutus Inc. as described in note 3(a), and has a carrying value of $ 162,514,000 . As part of the evaluation of the recoverability of goodwill, the Company has identified only one reporting unit to which the total carrying amount of goodwill has been assigned. The income approach is used to estimate the fair value of the reporting unit, which requires estimating future cash flows and risk-adjusted discount rates. Changes in these estimates and assumptions could materially affect the determination of fair value of the reporting unit and may result in impairment charges in future periods. As at December 31, 2015, the fair value of the reporting unit exceeded the carrying value of the reporting unit, and as such the second step of the impairment test, which measures the amount of impairment charge, was not required. In addition to the income approach, the Company considered the market capitalization of approximately $242,844,000 as at December 31, 2015. Although the Company’s carrying value of $547,679,000 exceeded the market capitalization, the Company reconciled the income approach determination of fair value with the market capitalization by considering macroeconomic factors, and as such, the Company does not believe that market capitalization appropriately reflected the value of the Company for the purpose of testing goodwill impairment. No impairment charge on goodwill was recorded for the year ended December 31, 2015. |
Collaborations, Contracts and L
Collaborations, Contracts and Licensing Agreements | 12 Months Ended |
Dec. 31, 2015 | |
Deferred Revenue Disclosure [Abstract] | |
Collaborations, contracts and licensing agreements | Collaborations, contracts and licensing agreements The following tables set forth revenue recognized under collaborations, contracts and licensing agreements: Year ended December 31 2015 2014 2013 Collaborations and contracts DoD (a) $ 6,764 $ 8,407 $ 9,806 Monsanto (b) 4,725 1,080 — BMS (d) — 1,741 526 Dicerna (e) 1,820 510 — Other RNAi collaborators (g) — — 93 Total research and development collaborations and contracts 13,309 11,738 10,425 Licensing fees, milestone and royalty payments Monsanto licensing fees and milestone payments (b) 10,256 2,744 — Alnylam and Acuitas licensing fees and milestone payments (c) 15 150 5,000 Dicerna licensing fee (e) 1,053 131 — Spectrum royalty payments (f) 240 190 40 Total licensing fees, milestone and royalty payments 11,564 3,215 5,040 Total revenue $ 24,873 $ 14,953 $ 15,465 The following table sets forth deferred collaborations and contracts revenue: December 31, 2015 December 31, 2014 DoD (a) $ 15 $ 313 Monsanto current portion (b) — 4,245 Dicerna current portion (e) 853 1,221 Deferred revenue, current portion 868 5,779 Monsanto long-term portion (b) — 8,666 Dicerna long-term portion (e) 213 1,271 Total deferred revenue $ 1,081 $ 15,716 (a) Contract with United States Government’s Department of Defense (“DoD”) to develop TKM-Ebola On July 14, 2010, the Company signed a contract with the DoD to advance TKM-Ebola, an RNAi therapeutic utilizing the Company’s lipid nanoparticle technology to treat Ebola virus infection. In the initial phase of the contract, funded as part of the Transformational Medical Technologies program, the Company was eligible to receive up to $34,700,000 . This initial funding was for the development of TKM-Ebola including completion of preclinical development, filing an Investigational New Drug application with the United States Food and Drug Administration (“FDA”) and completing a Phase 1 human safety clinical trial. On May 8, 2013, the Company announced that the contract had been modified to support development plans that integrate recent advancements in lipid nanoparticle (“LNP”) formulation and manufacturing technologies. The contract modification increased the stage one targeted funding by an additional $6,970,000 . On April 22, 2014, the Company and the DoD signed a contract modification to further increase the stage one targeted funding by $2,100,000 to $43,819,000 . The additional funding was to compensate the Company for unrecovered overheads related to the temporary stop-work period that occurred in 2012 and to provide additional overhead funding should it be required. The DoD had the option of extending the contract beyond the initial funding period to support the advancement of TKM-Ebola through to the completion of clinical development and FDA approval. Based on the contract’s budget this would have provided the Company with up to $140,000,000 in funding for the entire program. In December 2014, the DoD exercised an option valued at $7,000,000 to manufacture TKM-Ebola-Guinea, developed by the Company targeting the Ebola-Guinea strain responsible for the current outbreak in West Africa. Under the contract, the Company is reimbursed for costs incurred, including an allocation of overhead costs, and is paid an incentive fee. At the beginning of the fiscal year, the Company estimates its labor and overhead rates for the year ahead. At the end of the year the actual labor and overhead rates are calculated and revenue is adjusted accordingly. The Company’s actual labor and overhead rates will differ from its estimated rates based on actual costs incurred and the proportion of the Company’s efforts on contracts and internal products versus indirect activities. Within minimum and maximum collars, the amount of incentive fee the Company can earn under the contract varies based on costs incurred versus budgeted costs. During the contractual period, incentive fee revenue and total costs are impacted by management’s estimate and judgments which are continuously reviewed and adjusted as necessary using the cumulative catch-up method. For the years ended December 31, 2014 and 2015, the Company believes it can reliably estimate the final contract costs so has recognized the portion of expected incentive fee which has been earned to date. On October 1, 2015, the Company received formal notification from the DoD that, due to the unclear development path for TKM-Ebola and TKM-Ebola-Guinea, the Ebola-Guinea Manufacturing and the Ebola-Guinea IND submission statements of work had been terminated, subject to the completion of certain post-termination obligations. The TKM-Ebola portion of the contract was completed in November 2015. The Company is currently conducting contract close out procedures with the DoD. (b) Option and Services Agreements with Monsanto Company (“Monsanto”) On January 13, 2014, the Company and Monsanto signed an Option Agreement and a Services Agreement (together, the “Agreements”). Under the Agreements, Monsanto has an option to obtain a license to use the Company’s proprietary delivery technology and related intellectual property for use in agriculture. Over the option period, which is expected to be approximately four years, the Company will provide lipid formulations for Monsanto’s research and development activities, and Monsanto will make certain payments to the Company to maintain its option rights. The maximum potential value of the transaction is $86,200,000 following the successful completion of milestones. In May 2015, the arrangement was amended to extend the option period by approximately five months, with payments up to $2,000,000 for the extension period. From inception of the contract to December 31, 2015, the Company had received $19,300,000 from Monsanto. The amounts received relate to research services and use of the Company’s technology over the option period, and are recognized as revenue on a straight-line basis over the extended option period. Following the completion of the Phase A extension period in October 2015, no further research activities were conducted under the arrangement, as Monsanto did not elect to proceed to Phase B of the research plan. As such, the Company revised its estimate of the option period, over which payments received from Monsanto is recognized as revenue, to be from inception to December 31, 2015 as the Company believes it no longer has any further obligations to provide future research activities to Monsanto. This resulted in the full release of Monsanto deferred revenue and a recognition of $14,981,000 in Monsanto revenue for the year-ended December 31, 2015. Under the Agreements, the Company has established a wholly-owned subsidiary, PADCo. The Company has determined that PADCo is a variable interest entity (“VIE”); however, Monsanto is the primary beneficiary of the arrangement. PADCo was established to perform research and development activities, which have been funded by Monsanto in return for a call option to acquire the equity or all of the assets of PADCo. At any time during the option period, Monsanto may choose to exercise its option, in which case Monsanto would pay the Company an option exercise fee and would receive a worldwide, exclusive right to use the Company’s proprietary delivery technology in the field of agriculture. Monsanto may elect to terminate this option at their discretion. The Company retains all rights to therapeutics uses of all current intellectual property and intellectual property developed under the Agreements. The Company’s initial investment is not significant, and the Company has no implied or unfunded commitments and the maximum exposure to loss is limited to the amount of investment in the entity. The Company has included its investment in PADCo in other assets. There were no significant assets or liabilities for PADCo as at December 31, 2015. There was no equity income or loss with respect to PADCo recorded for the periods ended December 31, 2014 and December 31, 2015. In March 2016, Monsanto exercised its option to acquire 100% of the outstanding shares of PADCo and will pay the Company an exercise fee of $1,000,000 - refer to note 13 for the subsequent event. (c) License and collaboration with Alnylam Pharmaceuticals, Inc. (Alnylam) and Acuitas Therapeutics Inc. (Acuitas) Milestone receipts and payments In November 2013, Alnylam initiated a Phase III trial with ALN-TTR02, also known as patisiran, and the associated $5,000,000 development milestone was paid to the Company in December 2013. In addition, the Company earned a $150,000 milestone in March 2014 from Acuitas (formerly AlCana Technologies, Inc.) subsequent to Acuitas receiving a milestone payment from Alnylam with respect to Alnylam initiating a Phase III trial for ALN-TTR02. In November 2013, the Company initiated Phase I/II clinical trial for TKM-PLK1, resulting in a milestone payment of $375,000 to Alnylam. Arbitration with Alnylam and Ascletis Pharmaceuticals (Hangzhou) Co. Ltd. (“Ascletis”) On June 21, 2013, the Company transferred manufacturing process technology to Ascletis to enable them to produce ALN-VSP, a product candidate licensed to them by Alnylam. The Company believed that under its licensing agreement with Alnylam, the technology transfer to Ascletis triggered a $ 5,000,000 milestone obligation from Alnylam to the Company. However, Alnylam demanded a declaration that the Company had not yet met its milestone obligations. The Company disputed Alnylam’s position. To remedy this dispute, the Company and Alnylam commenced arbitration proceedings as provided for under the agreement. The hearing date for this arbitration took place in May 2015, and in March 2016, the arbitration proceeding with Alnylam has concluded resulting in no milestone payment to the Company. The Company has not recorded any revenue in respect of this milestone for the year-ended December 31, 2015. (d) Bristol-Myers Squibb (“BMS”) collaboration On May 10, 2010 the Company announced the expansion of its research collaboration with BMS. Under the new agreement, BMS uses small interfering RNA (“siRNA”) molecules formulated by the Company in LNP technology to silence target genes of interest. BMS is conducting the preclinical work to validate the function of certain genes and share the data with the Company. The Company can use the preclinical data to develop RNAi therapeutic drugs against the therapeutic targets of interest. The Company received $3,000,000 from BMS concurrent with the signing of the agreement and recorded the amount as deferred revenue. The Company is required to provide a pre-determined number of LNP batches over the four -year agreement. BMS has a first right to negotiate a licensing agreement on certain RNAi products developed by the Company that evolve from BMS validated gene targets. Revenue from the May 10, 2010 agreement with BMS is being recognized as the Company produces the related LNP batches. Revenue earned for the year-ended December 31, 2014 relates to batches shipped to BMS during the period. In August 2014, the agreement expired and both companies' obligations under the agreement ended. (e) License and Development and Supply Agreement with Dicerna Pharmaceuticals, Inc. (“Dicerna”) On November 16, 2014, the Company signed a License Agreement and a Development and Supply Agreement (together, the “Agreements”) with Dicerna to development, manufacture, and commercialization of products directed to treatment of Primary Hyperoxaluria 1 (“PH1”), In consideration for the rights granted under the Agreements, Dicerna paid the Company an upfront cash payment of $2,500,000 . The Company is also entitled to receive payments from Dicerna on the manufacturing and services provided, as well as further payments with the achievement of development and regulatory milestones of $22,000,000 in aggregate, and potential commercial royalties. Further, under the Agreements, a joint development committee has been established to provide guidance and direction on the progression of the collaboration. The Company determined the deliverables under the Agreements included the rights granted, participation in the joint development committee, materials manufactured and other services provided, as directed under the joint development committee. The license and participation in the joint development committee have been determined by the Company to not have standalone value due to the uniqueness of the subject matter under the Agreements. Therefore, these deliverables are treated as one unit of accounting and recognized as revenue over the performance period, which the Company has estimated to be approximately 28 months as at December 31, 2015. The Company has determined that manufacturing services and other services provided have standalone value, as a separate statement of work is executed and invoiced for each manufacturing or service work order. The relative fair values are determined as a batch price or fee is estimated upon the execution of each work order, with actual expenditures charged at comparable market rates with embedded margins on each work order. Manufacturing work orders are invoiced at the time of execution of the work order, at the initiation of manufacture, and at the release of materials. The Company has deferred the recognition of revenue on all cash deposit payments received for manufacturing work orders until acceptance of inventory. Revenue from service work orders is recognized as the services are performed. The Company believes the development and regulatory milestones are substantive, due to the existence of substantive uncertainty upon the execution of the arrangement, and that the achievement of the development and regulatory events are based in part on the Company’s performance and the occurrence of a specific outcome resulting from performance. The Company has not received any milestone payments to date. (f) Agreements with Spectrum Pharmaceuticals, Inc. (“Spectrum”) On May 6, 2006, the Company signed a number of agreements with Talon Therapeutics, Inc. (“Talon”, formerly Hana Biosciences, Inc.) including the grant of worldwide licenses (the “Talon License Agreement”) for three of the Company’s chemotherapy products, Marqibo®, Alocrest ™ (Optisomal Vinorelbine) and Brakiva ™ (Optisomal Topotecan). On August 9, 2012, the Company announced that Talon had received accelerated approval for Marqibo from the FDA for the treatment of adult patients with Philadelphia chromosome negative acute lymphoblastic leukemia in second or greater relapse or whose disease has progressed following two or more anti-leukemia therapies. Marqibo is a liposomal formulation of the chemotherapy drug vincristine. In the year ended December 31, 2012, the Company received a milestone of $ 1,000,000 based on the FDA’s approval of Marqibo and will receive royalty payments based on Marqibo’s commercial sales. There are no further milestones related to Marqibo but the Company is eligible to receive total milestone payments of up to $18,000,000 on Alocrest and Brakiva. Talon was acquired by Spectrum in July 2013. The acquisition did not affect the terms of the license between Talon and the Company. On September 3, 2013, Spectrum announced that they had shipped the first commercial orders of Marqibo. In the year ended December 31, 2015, the Company recorded $240,000 in Marqibo royalty revenue (2014 - $190,000 , 2013 - $40,000 ). In the year ended December 31, 2015, the Company accrued $6,000 in royalties due to TPC in respect of the Marqibo royalty earned by the Company (see note 9). (g) Other RNAi collaborators The Company had active research agreements with a number of other RNAi collaborators. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | Property and equipment December 31, 2015 Cost Accumulated depreciation Net book value Lab equipment $ 5,910 $ (3,748 ) $ 2,162 Leasehold improvements 4,681 (4,189 ) 492 Computer hardware and software 2,014 (1,487 ) 527 Furniture and fixtures 307 (305 ) 2 $ 12,912 $ (9,729 ) $ 3,183 December 31, 2014 Cost Accumulated depreciation Net book value Lab equipment $ 5,021 $ (4,451 ) $ 570 Leasehold improvements 5,281 (4,796 ) 485 Computer hardware and software 2,293 (1,588 ) 705 Furniture and fixtures 364 (364 ) — $ 12,959 $ (11,199 ) $ 1,760 As at December 31, 2015, all of the Company’s property and equipment are currently in use and no impairment has been recorded. |
Share Capital
Share Capital | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Share capital | Share capital (a) Financing On October 22, 2013, the Company completed an underwritten public offering of 3,750,000 common shares, at a price of $8.00 per share, representing gross proceeds of $30,000,000 . On November 1, 2013, the offering’s underwriter completed the exercise of its over-allotment option to purchase a further 562,500 shares at $8.00 bringing the aggregate financing gross proceeds to $34,500,000 . The cost of the financing, including commissions and professional fees, was $2,462,000 , resulting in net proceeds of $32,038,000 . On March 26, 2014, the Company completed an underwritten public offering of 2,125,000 common shares, at a price of $28.50 per share, representing gross proceeds of $60,562,000 . The Company also granted the underwriters a 30 -day option to purchase an additional 318,750 shares for an additional $9,084,000 to cover any over-allotments. The underwriters did not exercise the option. The cost of financing, including commissions and professional fees, was $4,085,000 , resulting in net proceeds of $56,477,000 . On March 25, 2015, the Company announced that it had completed an underwritten public offering of 7,500,000 common shares, at a price of $20.25 per share, representing gross proceeds of $151,875,000 . The Company also granted the underwriters a 30 -day option to purchase an additional 1,125,000 shares for an additional $22,781,000 to cover any over-allotments. The underwriters did not exercise the option. The cost of financing, including commissions and professional fees, was $9,700,000 , resulting in net proceeds of $142,177,000 . (b) Authorized share capital The Company’s authorized share capital consists of an unlimited number of common and preferred shares without par value. (c) Warrants to purchase common shares During the year ended December 31, 2015 , there were 18,750 warrants exercised for $42,000 in cash ( December 31, 2014 – 610,478 warrants for $1,583,000 ) and no warrants were exercised using the cashless exercise provision ( December 31, 2014 – 6,000 warrants for 5,285 common shares). The following table summarizes the Company’s warrant activity for the years ended December 31, 2015 and 2014 : Common shares purchasable upon exercise of warrants Weighted average exercise price (C$) Weighted average exercise price (US$) Range of exercise prices (C$) Range of exercise prices (US$) Weighted average remaining contractual life (years) Aggregate intrinsic value (C$) Aggregate intrinsic value (US$) Balance, December 31, 2013 1,014,728 $ 2.90 $ 2.72 $2.60 — $ 3.35 $2.44 — $ 3.15 2.7 $ 5,635 $ 5,298 Exercised (616,478 ) 3.09 2.80 2.60 — 3.35 2.35 — 3.03 Balance, December 31, 2014 398,250 2.95 2.67 2.60 — 3.35 2.35 — 3.03 1.8 5,902 5,343 Exercised (18,750 ) 2.88 2.25 2.60 — 3.35 2.03 — 2.62 Balance, December 31, 2015 379,500 $ 2.95 $ 2.13 $2.60 — $ 3.35 $2.03 — $ 2.62 0.8 $ 1,217 $ 879 The aggregate intrinsic value in the table above is calculated based on the difference between the exercise price of the warrants and the quoted price of the Company’s common stock as of the reporting date. All of the Company’s warrants were exercisable as of December 31, 2015 . The weighted average Black-Scholes option-pricing assumptions and the resultant fair values are as follows for warrants outstanding at December 31, 2015 and 2014 are as follows: As at December 31 2015 2014 Dividend yield — % — % Expected volatility 49.07 % 85.22 % Risk-free interest rate 0.48 % 1.00 % Expected average term (years) 0.6 years 0.5 years Fair value of warrants outstanding $ 2.33 $ 12.80 Aggregate fair value of warrants outstanding $ 883 $ 5,099 Number of warrants outstanding 379,500 398,250 The value of the Company’s warrants are particularly sensitive to changes in the Company’s share price and the estimated share price volatility. (d) Stock-based compensation The Company has six share-based compensation plans; the “2007 Plan”, the “2011 Plan”, two “Designated Plans” (together, the “Arbutus Plans”), the “Protiva Option Plan”, and the "OnCore Option Plan" (see note 3 above). On June 22, 2011, the shareholders of the Company approved an omnibus stock-based compensation plan (the “2011 Plan”). The Company’s pre-existing 2007 Plan was limited to the granting of stock options as equity incentive awards whereas the 2011 Plan also allows for the issuance of tandem stock appreciation rights, restricted stock units and deferred stock units (collectively, and including options, referred to as “Awards”). The 2011 Plan replaces the 2007 Plan. The 2007 Plan will continue to govern the options granted thereunder. No further options will be granted under the Company’s 2007 Plan. Under the Company’s 2007 Plan the Board of Directors granted options to employees, directors and consultants of the Company. The exercise price of the options was determined by the Company’s Board of Directors but was always at least equal to the closing market price of the common shares on the day preceding the date of grant and the term of options granted did not exceed 10 years. The options granted generally vested over three years for employees and immediately for directors. Under the Company’s 2011 Plan the Board of Directors may grant options, and other types of Awards, to employees, directors and consultants of the Company. The exercise price of the options is determined by the Company’s Board of Directors but will be at least equal to the closing market price of the common shares on the day preceding the date of grant and the term may not exceed 10 years. Options granted generally vest over three years for employees and immediately for directors. Additionally, the Company granted a total of 200,000 options in 2013 to two executive officers in conjunction with their new appointments as executive officers. These options were granted in accordance with the policies of the Toronto Stock Exchange and pursuant to newly designated share compensation plans (the “Designated Plans”). The Designated Plans are governed by substantially the same terms as the 2011 Plan. Hereafter, information on options governed by the 2007 Plan, the 2011 Plan, and the Designated Plans is presented on a consolidated basis as the terms of the four plans are similar. Information on the Protiva Option Plan and the OnCore Option Plan is presented separately. At the Company’s annual general and special meeting of shareholders on May 8, 2014 and July 9, 2015, the shareholders of the Company approved respectively, a 800,000 and a 3,500,000 increase in the number of stock-based compensation awards that the Company is permitted to issue. Stock option activity for the Arbutus Plans Number of optioned common shares Weighted average exercise price (C$) Weighted average exercise price (US$) Aggregate intrinsic value (C$) Aggregate intrinsic value (US$) Balance, December 31, 2012 1,648,846 $ 4.54 $ 4.54 $ 2,300 $ 2,301 Options granted 270,250 7.52 7.30 Options exercised (124,246 ) 3.22 3.13 551 535 Options forfeited, canceled or expired (64,085 ) 21.87 21.23 Balance, December 31, 2013 1,730,765 4.45 4.32 7,030 6,826 Options granted 431,125 13.63 12.34 Options exercised (622,752 ) 4.62 4.18 7,650 6,926 Options forfeited, canceled or expired (9,000 ) 8.20 7.42 Balance, December 31, 2014 1,530,138 6.95 6.29 16,573 15,004 Options granted 1,309,625 N/A 16.57 Options exercised (398,293 ) 5.03 3.93 6,887 5,386 Options forfeited, canceled or expired (151,207 ) 19.29 15.09 Balance, December 31, 2015 2,290,263 $ 15.53 $ 11.22 $ 1,376 $ 994 Options under the Arbutus Plans expire at various dates from March 28, 2016 to December 2, 2025. The following table summarizes information pertaining to stock options outstanding at December 31, 2015 under the Arbutus Plans: Options outstanding December 31, 2015 Options exercisable December 31, 2015 Range of Exercise prices (US$) Number of options outstanding Weighted average remaining contractual life (years) Weighted average exercise price (US$) Number of options exercisable Weighted average exercise price (US$) $1.08 to $1.37 102,800 4.9 $ 1.24 102,800 $ 1.24 $1.52 to $1.88 120,475 5.8 1.66 120,475 1.66 $2.17 to $2.78 83,000 2.9 2.56 83,000 2.56 $3.24 to $4.70 288,960 5.4 3.84 268,900 3.83 $5.10 to $7.50 261,923 7.7 6.33 175,112 6.12 $8.38 to $10.04 176,813 8.7 9.35 99,189 9.24 $10.69 to $13.39 129,417 8.2 11.93 79,252 11.90 $13.40 to $17.57 1,126,875 9.2 17.02 10,002 17.57 $1.08 to $17.57 2,290,263 7.9 $ 11.22 938,730 $ 4.98 At December 31, 2015, there were 938,730 options exercisable (December 31, 2014 - 1,088,908 ; December 31, 2013 – 1,377,091 ) . The weighted average remaining contractual life of exercisable options as at December 31, 2015 was 6.1 years. The aggregate intrinsic value of in-the-money options exercisable at December 31, 2015 was $994,000 . A summary of the Company’s non-vested stock option activity and related information for the year ended December 31, 2015 is as follows: Number of optioned common shares Weighted average fair value (C$) Weighted average fair value (US$) Non-vested at December 31, 2014 441,230 $ 9.30 $ 8.42 Options granted 1,309,625 15.20 11.89 Options vested (250,461 ) 8.77 6.86 Non-vested options forfeited (148,853 ) 14.27 11.16 Non-vested at December 31, 2015 1,351,541 $ 15.69 $ 11.34 The weighted average remaining contractual life for options expected to vest at December 31, 2015 was 9.1 years and the weighted average exercise price for these options was $15.54 ( C$21.51 ) per share. The aggregate intrinsic value of options expected to vest as at December 31, 2015 was $10,000 (December 31, 2014 - $2,626,000 ; December 31, 2013 - $943,000 ). The total fair value of options that vested during the year ended December 31, 2015 was $1,718,000 (2014 - $2,505,000 ; 2013 - $955,000 ). Valuation assumptions for the Arbutus Plans On March 3, 2015, the Company de-listed from the Toronto Stock Exchange. All stock options granted after March 3, 2015 were denominated in US dollars based on the Company's stock price on the NASDAQ. The methodology and assumptions used to estimate the fair value of stock options at date of grant under the Black-Scholes option-pricing model remain unchanged. Assumptions on the dividend yield are based on the fact that the Company has never paid cash dividends and has no present intention to pay cash dividends. Assumptions about the Company’s expected stock-price volatility are based on the historical volatility of the Company’s publicly traded stock. The risk-free interest rate used for each grant is equal to the zero coupon rate for instruments with a similar expected life. Expected life assumptions are based on the Company’s historical data. Based on an analysis of its historical forfeitures, the Company has applied a forfeiture rate to all unvested options held as of December 31, 2015 . The Company will record additional expense if the actual forfeitures are lower than estimated and will record a recovery of prior expense if the actual forfeitures are higher than estimated. The weighted average option pricing assumptions and the resultant fair values are as follows: Year ended December 31 2015 2014 2013 Dividend yield — % — % — % Expected volatility 76.88 % 101.08 % 111.61 % Risk-free interest rate 1.10 % 2.25 % 2.39 % Expected average option term 7.5 years 8.8 years 9.6 years Protiva Option Plan On May 30, 2008, as a condition of the acquisition of Protiva Biotherapeutics Inc., a total of 350,457 common shares of the Company were reserved for the exercise of 519,073 Protiva share options (“Protiva Options”). The Protiva Options have an exercise price of C$0.30 , were fully vested and exercisable as of May 30, 2008. As at December 31, 2015 , the outstanding options expire at various dates from April 3, 2017 to March 1, 2018 and upon exercise each option will be converted into approximately 0.6752 shares of the Company (the same ratio at which Protiva common shares were exchanged for Company common shares at completion of the acquisition of Protiva). The Protiva Options are not part of the Arbutus Plans and the Company is not permitted to grant any further Protiva Options. The following table sets forth outstanding options under the Protiva Option Plan: Number of Protiva Options Equivalent number of Company common shares Weighted average exercise price (C$) Weighted average exercise price (US$) Balance, December 31, 2012 475,885 321,299 $ 0.30 0.30 Options exercised (2,000 ) (1,350 ) 0.30 0.29 Options forfeited, canceled or expired (1,000 ) (675 ) 0.30 0.29 Balance, December 31, 2013 472,885 319,274 0.30 0.29 Options exercised (38,145 ) (25,754 ) 0.30 0.27 Options forfeited, canceled or expired (1,000 ) (675 ) 0.30 0.27 Balance, December 31, 2014 433,740 292,845 0.30 0.27 Options exercised (358,675 ) (242,164 ) 0.30 0.23 Options forfeited, canceled or expired (8,065 ) (5,445 ) 0.30 0.23 Balance, December 31, 2015 67,000 45,236 $ 0.30 $ 0.22 The weighted average remaining contractual life of exercisable Protiva Options as at December 31, 2015 was 1.8 years. The aggregate intrinsic value of Protiva Options outstanding at December 31, 2015 was $187,000 . The intrinsic value of Protiva Options exercised in the year ended December 31, 2015 was $1,249,000 (2014 - $378,000 ; 2013 - $8,000 ). OnCore Option Plan As described in note 3 above, as at the acquisition date, the Company reserved 184,332 shares for the future exercise of OnCore (Arbutus Inc.) stock options. The total fair value of OnCore stock options at the date of acquisition has been determined to be $3,287,000 , using the Black-Scholes pricing model with an assumed risk-free interest rate of 0.97% , volatility of 78% , a zero dividend yield and an expected life of 8 years, which are consistent with the assumption inputs used by the Company to determine the fair value of its options. Of the total fair value, $1,127,000 has been attributed as pre-combination service and included as part of the total acquisition consideration. The post-combination attribution of $2,160,000 will be recognized as compensation expense over the vesting period of the stock options through to December 2018. Following the merger, the Company is not permitted to grant any further options under the OnCore Option Plan. The Company has included $463,000 of compensation expense related to the vesting of Arbutus Inc. stock options from the acquisition date through to December 31, 2015, which includes an estimated forfeiture rate consistent with the Company's forfeiture estimate under the Arbutus Plans. The following table sets forth outstanding options under the OnCore Option Plan: Number of OnCore Options Equivalent number of Company common shares Weighted average exercise price (US$) Balance, March 4, 2015 183,040 184,332 $ 0.57 Options exercised — — N/A Options forfeited, canceled or expired — — N/A Balance, December 31, 2015 183,040 184,332 $ 0.57 At December 31, 2015, there were 86,658 OnCore options ( 87,269 Arbutus equivalent) exercisable with a weighted average exercise price of $0.57 . The weighted average remaining contractual life of exercisable options as at December 31, 2015 was 8.9 years. The aggregate intrinsic value of in-the-money options exercisable at December 31, 2015 was $337,000 . A summary of the OnCore Option Plan's non-vested stock option activity and related information for the period from acquisition to December 31, 2015 is as follows: Number of OnCore Options Equivalent number of Company common shares Weighted average fair value (US$) Non-vested at March 4, 2015 128,510 129,417 $ 16.42 Options vested (32,128 ) (32,354 ) 16.42 Non-vested options forfeited — — N/A Non-vested at December 31, 2015 96,382 97,063 $ 16.42 The weighted average remaining contractual life for options expected to vest at December 31, 2015 was 8.9 years and the weighted average exercise price for these options was $0.57 per share. The aggregate intrinsic value of options expected to vest as at December 31, 2015 was $695,000 . The total fair value of options that vested during the period from acquisition on March 4, 2015 to December 31, 2015 was $620,000 . Stock-based compensation expense Total stock-based compensation expense is comprised of: (1) the vesting options awarded to employees under the Arbutus and OnCore option plans calculated in accordance with the fair value method as described above; and (2) the expiration of repurchase rights related to the post-combination service portion of the total fair value of shares issued to Arbutus Inc.'s employees as described in note 3 above. The total stock-based compensation has been recorded in the consolidated statement of operations and comprehensive income (loss) as follows: Year ended December 31 2015 2014 2013 Research, development, collaborations and contracts expenses $ 7,868 $ 2,343 $ 622 General and administrative expenses 14,225 940 281 Total $ 22,093 $ 3,283 $ 903 At December 31, 2015, there remains $11,972,000 of unearned compensation expense related to unvested employee stock options to be recognized as expense over a weighted-average period of approximately 16 months, as well as a remaining $35,967,000 unearned compensation expense related to unexpired repurchase rights on shares issued to Arbutus Inc. employees to be recognized as expense over a weighted average period of approximately 12 months. Awards outstanding and available for issuance Combining all of the Company’s share-based compensation plans, at December 31, 2015 , the Company has 2,519,831 options outstanding and a further 3,135,980 Awards available for issuance. |
Government Grants and Refundabl
Government Grants and Refundable Investment Tax Credits | 12 Months Ended |
Dec. 31, 2015 | |
Government Grants And Refundable Investment Tax Credits [Abstract] | |
Government grants and refundable investment tax credits | Government grants and refundable investment tax credits Government grants and refundable investment tax credits have been recorded as a reduction in research and development expenses. (a) Government grants On December 22, 2014, the Company entered into a Manufacturing and Clinical Trial Agreement with the University of Oxford to provide the new TKM-Ebola-Guinea therapeutic product for clinical studies in West Africa. The University of Oxford is the representative of the International Severe Acute Respiratory and Emerging Infection Consortium (ISARIC), who conducted clinical studies of TKM-Ebola-Guinea in Ebola virus infected patients, with funding provided by the Wellcome Trust. In January 2015, the Company received $1,098,000 from ISARIC for materials manufactured and used in the March 2015 TKM-Ebola-Guinea Phase II single arm trial conducted in Sierra Leone. In June 2015, the Company announced closing of the enrollment for the trial as it reached a futility boundary, which was a predefined statistical endpoint. No further funding is expected under this grant. Government grants for the year ended December 31, 2015 include $1,245,000 in funding from the U.S. National Institutes of Health (2014 - $172,000 ). (b) Refundable investment tax credits The Company’s estimated claim for refundable Scientific Research and Experimental Development investment tax credits for the year ended December 31, 2015 is $196,000 (2014 - $52,000 ). |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxes Income tax (recovery) expense varies from the amounts that would be computed by applying the combined Canadian federal and provincial income tax rate of 26% (2014 - 26% ; 2013 – 26% ) to the loss before income taxes as shown in the following tables: Year ended December 31, 2015 2014 2013 Computed taxes (recoveries) at Canadian federal and provincial tax rates $ (20,100 ) $ (10,097 ) $ (3,486 ) Differences due to change in enacted tax rates — — (9 ) Permanent and other differences 8,113 3,498 1,088 Change in valuation allowance - other 3,676 6,599 2,407 Difference due to income taxed at foreign rates (7,874 ) — — Deferred income tax recovery $ (16,185 ) $ — $ — As at December 31, 2015 , the Company has investment tax credits available to reduce Canadian federal income taxes of $7,969,000 (December 31, 2014 - $7,866,000 ) and provincial income taxes of $3,869,000 (December 31, 2014 - $3,401,000 ), expiring between 2027 and 2035. In addition, the Company has research and development credits of $483,000 available for indefinite carry-forward, which can be used to reduce future taxable income in the U.S. At December 31, 2015, the Company has scientific research and experimental development expenditures of $51,823,000 (December 31, 2014 - $49,907,000 ) available for indefinite carry-forward and $24,745,000 (December 31, 2014 - $25,301,000 ) of net operating losses due to expire between 2027 and 2035 and which can be used to offset future taxable income in Canada. As at December 31, 2015, the Company has $17,235,000 of net operating losses due to expire between 2030 and 2035, which can be used to offset future taxable income in the U.S. Future use of a portion of the U.S. loss carry-forwards is subject to limitations under the Internal Revenue Code Section 382. As a result of ownership changes occurred on October 1, 2014 and March 4, 2015, the Company's ability to use these losses may be limited. Losses incurred to date may be further limited if a subsequent change in control occurs. On November 23, 2011, the Company was registered as a corporation under the Business Activity Act in the province of British Columbia. Under this program, provincial corporation tax charged on foreign income earned from the Company’s patents will be eligible for a 75% tax refund up to a maximum of C$8,000,000 . Significant components of the Company’s deferred tax assets are shown below: As at December 31, 2015 2014 Deferred tax assets: Non-capital loss carryforwards $ 13,932 $ 6,578 Research and development deductions 13,474 14,006 Book amortization in excess of tax 2,142 2,745 Share issue costs 777 1,195 Revenue recognized for tax purposes in excess of revenue recognized for accounting purposes 281 4,086 Tax value in excess of accounting value in lease inducements 77 65 Federal investment tax credits 6,303 5,821 Provincial investment tax credits 3,879 3,322 In-process research and development (146,324 ) — Upfront license fees 629 — Total deferred tax assets (104,830 ) 37,818 Valuation allowance (41,494 ) (37,818 ) Net deferred tax assets $ (146,324 ) $ — The comparative figures in the above table have been recast to increase the deferred tax assets before valuation allowance by $8,424,000 and the valuation allowance by $8,424,000 as at December 31, 2014 to be consistent with current year's disclosure. The comparative figures in the income tax expense reconciliation table have also been recast to reflect these changes. These adjustments have no impact on the consolidated financial position, consolidated results of operations or the consolidated cash flows. |
Contingencies and Commitments
Contingencies and Commitments | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies and commitments | Contingencies and commitments Property lease The minimum rent and estimated operating cost commitment, net of lease inducements, is as follows: Year ended December 31, 2016 $ 1,229,000 Year ended December 31, 2017 938,000 Year ended December 31, 2018 938,000 Year ended December 31, 2019 547,000 $ 3,652,000 The Company’s lease expense, for the year ended December 31, 2015 of $1,158,000 has been recorded in the consolidated statements of operations and comprehensive loss (2014 of $1,133,000 ; 2013 - $1,225,000 ). Product development partnership with the Canadian Government The Company entered into a Technology Partnerships Canada (TPC) agreement with the Canadian Federal Government on November 12, 1999. Under this agreement, TPC agreed to fund 27% of the costs incurred by the Company, prior to March 31, 2004, in the development of certain oligonucleotide product candidates up to a maximum contribution from TPC of $7,179,000 ( C$9,330,000 ). As at December 31, 2015, a cumulative contribution of $2,675,000 ( C$3,702,000 ) had been received and the Company does not expect any further funding under this agreement. In return for the funding provided by TPC, the Company agreed to pay royalties on the share of future licensing and product revenue, if any, that is received by the Company on certain non-siRNA oligonucleotide product candidates covered by the funding under the agreement. These royalties are payable until a certain cumulative payment amount is achieved or until a pre-specified date. In addition, until a cumulative amount equal to the funding actually received under the agreement has been paid to TPC, the Company agreed to pay 2.5% royalties on any royalties the Company receives for Marqibo. For the year ended December 31, 2015, the Company earned royalties on Marqibo sales in the amount of $240,000 (see note 4(f)), resulting in $6,000 recorded by the Company as royalty payable to TPC (2014 - $190,000 ; 2013 - $1,000 ). The cumulative amount paid or accrued up to December 31, 2015 was $12,000 , resulting in the contingent amount due to TPC being $2,664,000 ( C$3,687,000 ). License agreement with Marina Biotech, Inc. (“Marina”) On November 29, 2012 the Company announced a worldwide, non-exclusive license to a novel RNAi payload technology called Unlocked Nucleobase Analog (“UNA”) from Marina for the development of RNAi therapeutics. UNA technology can be used in the development of RNAi therapeutics, which treat disease by silencing specific disease causing genes. UNAs can be incorporated into RNAi drugs and have the potential to improve them by increasing their stability and reducing off-target effects. Under the license agreement the Company paid Marina an upfront fee of $300,000 . A further license payment of $200,000 was paid in 2013 and the Company will make milestone payments of up to $3,250,000 and royalties on each product developed by the Company that uses Marina’s UNA technology. The payments to Marina are expensed to research, development, collaborations and contracts expense. Effective August 9, 2013, Marina’s UNA technology was acquired by Arcturus Therapeutics, Inc. (“Arcturus”) and the UNA license agreement between the Company and Marina was assigned to Arcturus. The terms of the license are otherwise unchanged. On December 22, 2014, the Company received clearance from Health Canada to conduct a Phase I Clinical Study with TKM-HBV, which utilizes Arcturus’ UNA technology. The dosing of first subject in the Phase I clinical trial of TKM-HBV occurred in January 2015, which resulted in a milestone payment of $250,000 to Arcturus. Arbitration with the University of British Columbia (“UBC”) Certain early work on lipid nanoparticle delivery systems and related inventions was undertaken at UBC. These inventions are licensed to the Company by UBC under a license agreement, initially entered in 1998 as amended in 2001, 2006 and 2007. The Company has granted sublicenses under the UBC license to Alnylam as well as to Talon. Alnylam has in turn sublicensed back to the Company under the licensed UBC patents for discovery, development and commercialization of RNAi products. In 2009, the Company entered into a supplemental agreement with UBC, Alnylam and Acuitas, in relation to a separate research collaboration to be conducted among UBC, Alnylam and Acuitas to which the Company has license rights. The settlement agreement signed in late 2012 to resolve the litigation among the Company, Alnylam, and Acuitas, provided for the effective termination of all obligations under such supplemental agreement as between and among all litigants (see note 4(c)). On November 10, 2014, UBC filed a notice of arbitration against the Company and on January 16, 2015, filed a Statement of Claim, which alleges entitlement to $3,500,000 in allegedly unpaid royalties based on publicly available information, and an unspecified amount based on non-public information. UBC also seeks interest and costs, including legal fees. The Company is currently disputing UBC’s allegations, and no dates have been scheduled for this arbitration. However, the Company notes that arbitration is subject to inherent uncertainty and an arbitrator could rule against the Company. The Company has not recorded an estimate of the possible loss associated with this arbitration, due to the uncertainties related to both the likelihood and amount of any possible loss or range of loss. However, the defense of arbitration and related matters are costly and may divert the attention of the Company’s management and other resources that would otherwise be engaged in other activities. Costs related to the arbitration have been recorded by the Company as incurred. Contingent consideration from OnCore acquisition of Enantigen and License Agreements between Enantigen and Blumberg and Drexel In October 2014, OnCore acquired all of the outstanding shares of Enantigen pursuant to a stock purchase agreement. Through this transaction, OnCore acquired a HBV surface antigen secretion inhibitor program and a capsid assembly inhibitor program, each of which are now assets of Arbutus, following the Company’s merger with Arbutus Inc. - see note 3. Under the stock purchase agreement, OnCore agreed to pay up to a total of $21,000,000 to Enantigen’s selling stockholders upon the achievement of certain triggering events related to Enantigen’s two programs in pre-clinical development related to HBV therapies. The first triggering event is the enrollment of first patient in Phase 1b clinical trial in HBV patients, which the Company does not expect to occur in the next twelve-month period. The regulatory, development and sales milestone payments have an estimated fair value of approximately $6,727,000 as at the date of acquisition of Arbutus Inc., and have been treated as contingent consideration payable in the purchase price allocation (note 3), based on information available at the date of acquisition, using a probability weighted assessment of the likelihood the milestones would be met and the estimated timing of such payments, and then the potential contingent payments were discounted to their present value using a probability adjusted discount rate that reflects the early stage nature of the development program, time to complete the program development, and overall biotech indices. Contingent consideration is considered as a financial liability, and measured at its fair value at each reporting period with any changes in fair value from the previous reporting period recorded in the statement of operations and comprehensive loss. For the period ended December 31, 2015, the Company performed an evaluation of the fair value of the contingent consideration using the probability weighted assessment of likelihood of milestone payments as described above. The Company determined the fair value of the contingent consideration has increased by $770,000 to $7,497,000 and the increase in fair value has been recorded in other losses in the statement of operations and comprehensive loss for the year-ended December 31, 2015. Drexel and Blumberg In February 2014, OnCore entered into a license agreement with Blumberg and Drexel that granted an exclusive, worldwide, sub-licensable license to three different compound series: cccDNA inhibitors, capsid assembly inhibitors and HCC inhibitors. In partial consideration for this license, OnCore paid a license initiation fee of $150,000 and issued warrants to Blumberg and Drexel. Under this license agreement, OnCore also agreed to pay up to $3,500,000 in development and regulatory milestones per licensed compound series, up to $92,500,000 in sales performance milestones per licensed product, and royalties in the mid-single digits based upon the proportionate net sales of licensed products in any commercialized combination. The Company is obligated to pay Blumberg and Drexel a double digit percentage of all amounts received from the sub-licensees, subject to customary exclusions. In November 2014, OnCore entered into an additional license agreement with Blumberg and Drexel pursuant to which it received an exclusive, worldwide, sub-licensable license under specified patents and know-how controlled by Blumberg and Drexel covering epigenetic modifiers of cccDNA and STING agonists. In consideration for these exclusive licenses, OnCore made an upfront payment of $50,000 . Under this agreement, the Company will be required to pay up to $1,000,000 for each licensed product upon the achievement of a specified regulatory milestone and a low single digit royalty, based upon the proportionate net sales of compounds covered by this intellectual property in any commercialized combination. The Company is also obligated to pay Blumberg and Drexel a double digit percentage of all amounts received from its sub-licensees, subject to exclusions. Research Collaboration and Funding Agreement with Blumberg In October 2014, Arbutus Inc. entered into a research collaboration and funding agreement with Blumberg under which the Company will provide $1,000,000 per year of research funding for three years, renewable at the Company’s option for an additional three years, for Blumberg to conduct research projects in HBV and liver cancer pursuant to a research plan to be agreed upon by the parties. Blumberg has exclusivity obligations to Arbutus with respect to HBV research funded under the agreement. In addition, the Company has the right to match any third party offer to fund HBV research that falls outside the scope of the research being funded under the agreement. Blumberg has granted the Company the right to obtain an exclusive, royalty bearing, worldwide license to any intellectual property generated by any funded research project. If the Company elects to exercise its right to obtain such a license, the Company will have a specified period of time to negotiate and enter into a mutually agreeable license agreement with Blumberg. This license agreement will include the following pre negotiated upfront, milestone and royalty payments: an upfront payment in the amount of $100,000 ; up to $8,100,000 upon the achievement of specified development and regulatory milestones; up to $92,500,000 upon the achievement of specified commercialization milestones; and royalties at a low single to mid-single digit rates based upon the proportionate net sales of licensed products from any commercialized combination. NeuroVive Pharmaceutical AB (“NeuroVive”) In September 2014, Arbutus Inc. entered into a license agreement with NeuroVive that granted them an exclusive, worldwide, sub-licensable license to develop, manufacture and commercialize, for the treatment of HBV, oral dosage form sanglifehrin based cyclophilin inhibitors (including OCB-030). Under this license agreement, the Company has been granted a non-exclusive, royalty free right and license and right of reference to NeuroVive’s relevant regulatory approvals and filings for the sole purpose of developing, manufacturing and commercializing licensed products for the treatment of HBV. Under this license agreement, the Company has (1) an option to expand its exclusive license to include treatment of viral diseases other than HBV and (2) an option, exercisable upon specified conditions, to expand its exclusive license to include development, manufacture and commercialization of non-oral variations of licensed products for treatment of viral diseases other than HBV. NeuroVive retains all rights with respect to development, manufacture and commercialization of licensed products and non-oral variations of licensed products for all indications (other than HBV) for which the Company has not exercised its option. In partial consideration for this license, Arbutus Inc. paid NeuroVive a license fee of $1,000,000 . As described in note 3 above, Arbutus Inc. became our wholly owned subsidiary by way of a Merger Agreement, which does not trigger any milestone payments. We have conducted significant research and analysis on the NeuroVive Product, OCB-030. Based on this research and analysis, we have decided to discontinue the OCB-030 development program. Otherwise, the license agreement and ongoing relationship with NeuroVive remains in full effect. Cytos Biotechnology Ltd (“Cytos”) On December 30, 2014, Arbutus Inc. entered into an exclusive, worldwide, sub-licensable (subject to certain restrictions with respect to licensed viral infections other than hepatitis) license to six different series of compounds. The licensed compounds are Qbeta-derived virus-like particles that encapsulate TLR9, TLR7 or RIG-I agonists and may or may not be conjugated with antigens from the hepatitis virus or other licensed viruses. The Company has an option to expand this license to include additional viral infections other than influenza and Cytos will retain all rights for influenza, all non-viral infections, and all viral infections (other than hepatitis) for which it has not exercised its option. In partial consideration for this license, the Company is obligated to pay Cytos up to a total of $67,000,000 for each of the six licensed compound series upon the achievement of specified development and regulatory milestones; for hepatitis and each additional licensed viral infection, up to a total of $110,000,000 upon the achievement of specified sales performance milestones; and tiered royalty payments in the high-single to low-double digits, based upon the proportionate net sales of licensed products in any commercialized combination. |
Concentrations of Business Risk
Concentrations of Business Risk | 12 Months Ended |
Dec. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Concentrations of business risk | Concentrations of business risk Credit risk Credit risk is defined by the Company as an unexpected loss in cash and earnings if a collaborative partner is unable to pay its obligations in due time. The Company’s main source of credit risk is related to its accounts receivable balance which principally represents temporary financing provided to collaborative partners in the normal course of operations. The Company does not currently maintain a provision for bad debts as the majority of accounts receivable are from collaborative partners or government agencies and are considered low risk. The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at December 31, 2015 was the accounts receivable balance of $1,008,000 (2014 - $1,903,000 ). All accounts receivable balances were current as at December 31, 2015 and December 31, 2014. Significant collaborators and customers risk We depend on a small number of collaborators and customers for a significant portion of our revenues (see note 4). Liquidity Risk Liquidity risk results from the Company’s potential inability to meet its financial liabilities, for example payments to suppliers. The Company ensures sufficient liquidity through the management of net working capital and cash balances. The Company’s liquidity risk is primarily attributable to its cash and cash equivalents, and short-term investments. The Company limits exposure to liquidity risk on its liquid assets through maintaining its cash and cash equivalent, and short-term investments with high-credit quality financial institutions. Due to the nature of these investments, the funds are available on demand to provide optimal financial flexibility. The Company believes that its current sources of liquidity are sufficient to cover its likely applicable short term cash obligations. The Company’s financial obligations include accounts payable and accrued liabilities which generally fall due within 45 days. The net liquidity of the Company is considered to be the cash and cash equivalents and short-term investments less accounts payable and accrued liabilities. December 31, 2015 December 31, 2014 Cash, cash equivalents and short-term investments $ 181,304 $ 112,161 Less: Accounts payable and accrued liabilities (8,827 ) (9,328 ) $ 172,477 $ 102,833 Foreign currency risk The results of the Company’s operations are subject to foreign currency transaction and translation risk as the Company’s revenues and expenses are denominated in both Canadian and US dollars. The fluctuation of the US dollar in relation to the Canadian dollar will consequently have an impact upon the Company’s reported income or loss and may also affect the value of the Company’s assets, liabilities, and the amount of shareholders’ equity both as recorded in the Company’s financial statements, in the Canadian functional currency, and as reported, for presentation purposes, in the US dollar. The Company manages its US dollar exchange rate risk by, whenever possible, using cash received from US dollar revenues and financing to pay US dollar expenses. Prior to the financing in October 2013 (note 6(a)), which was denominated in US dollars, the Company’s policy was to convert all but a working capital level of US dollars into Canadian dollars. Given the Company’s increasing level of US dollar expenses, its policy is now to maintain US and Canadian dollar cash and investment and short-term investment balances based on long term forecasts of currency needs thereby creating a natural currency hedge. The Company has not entered into any agreements or purchased any instruments to hedge possible currency risks. The Company’s exposure to US dollar currency expressed in Canadian dollars was as follows: (in C$) December 31, 2015 December 31, 2014 Cash and cash equivalents and short-term investments $ 213,419 $ 75,224 Accounts receivable 1,071 1,942 Accrued revenue 178 624 Accounts payable and accrued liabilities (8,061 ) (4,494 ) $ 206,607 $ 73,296 An analysis of the Company’s sensitivity to foreign currency exchange rate movements is not provided in these financial statements as the Company’s US dollar cash holdings and expected US dollar revenues are sufficient to cover US dollar expenses for the foreseeable future. |
Supplementary Information
Supplementary Information | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Supplementary information | Supplementary information Accounts payable and accrued liabilities is comprised of the following: December 31, 2015 December 31, 2014 Trade accounts payable $ 2,610 $ 2,044 Research and development accruals 2,358 2,391 License fee accruals — 250 Professional fee accruals 640 1,294 Deferred lease inducements 297 250 Payroll accruals 2,331 2,873 Other accrued liabilities 591 226 $ 8,827 $ 9,328 |
Interim Financial Data (Unaudit
Interim Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Interim financial data (unaudited) | Interim financial data (unaudited) 2015 Q1 Q2 Q3 Q4 Total Revenue $ 4,682 $ 3,440 $ 4,065 $ 12,686 $ 24,873 Loss from operations (18,006 ) (14,420 ) (58,138 ) (11,758 ) (102,322 ) Net loss $ (11,989 ) $ (14,886 ) $ (28,982 ) $ (5,264 ) $ (61,121 ) Basic and diluted net loss per share $ (0.40 ) $ (0.27 ) $ (0.57 ) $ (0.10 ) $ (1.34 ) 2014 Q1 Q2 Q3 Q4 Total Revenue $ 4,430 $ 1,811 $ 4,362 $ 4,350 $ 14,953 Loss from operations (5,958 ) (9,423 ) (6,844 ) (10,747 ) (33,434 ) Net loss $ (17,984 ) $ (6,081 ) $ (8,604 ) $ (6,168 ) $ (38,837 ) Basic and diluted net loss per share $ (0.91 ) $ (0.28 ) $ (0.39 ) $ (0.27 ) $ (1.80 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent events | Subsequent events (a) Protiva USA Reorganization Effective January 1, 2016, the Company undertook a corporate reorganization merging Protiva USA into Arbutus Inc., which acquired Protiva USA's assets and assumed Protiva USA's liabilities in exchange for Arbutus Inc. shares. The reorganization did not result in any adverse Canadian and U.S. tax consequences. (b) Monsanto Option Exercise On March 4, 2016, Monsanto exercised its option to acquire 100% of the outstanding shares of Protiva Agricultural Development Company Inc. (PADCo), pursuant under its Option Agreement with the Company. Monsanto will pay the Company $1,000,000 in exercise fee, which the Company will record in the statement of operations and comprehensive loss for the period ended March 31, 2016. |
Significant Accounting Polici21
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation Arbutus Biopharma Corporation (formerly Tekmira Pharmaceuticals Corporation) was incorporated on October 6, 2005 as an inactive wholly owned subsidiary of Inex Pharmaceuticals Corporation (Inex). Pursuant to a “Plan of Arrangement” effective April 30, 2007, the business and substantially all of the assets and liabilities of Inex were transferred to the Company. The consolidated financial statements for all periods presented herein include the consolidated operations of Inex until April 30, 2007 and the operations of the Company thereafter. The Company has four wholly-owned subsidiaries as at December 31, 2015: Arbutus Biopharma, Inc. (formerly OnCore Biopharma, Inc.) Protiva Biotherapeutics Inc. (Protiva), Protiva Biotherapeutics (USA) Inc. (Protiva USA), and Protiva Agricultural Development Company Inc. (“PADCo”). Protiva and Protiva USA were acquired on May 30, 2008. PADCo was incorporated on January 9, 2014. Arbutus Inc. was acquired by way of a Merger Agreement on March 4, 2015, which included Arbutus Inc.'s wholly-owned subsidiary, Enantigen Therapeutics, Inc. (Enantigen) - see note 3. Enantigen was merged with Arbutus Inc. on September 30, 2015. These consolidated financial statements include the accounts of the Company and three of its wholly-owned subsidiaries, Arbutus Inc., Protiva and Protiva USA. All intercompany transactions and balances have been eliminated on consolidation. The Company records its investment in PADCo using the equity method. The Company has determined that PADCo is a variable interest entity (“VIE”) of which it is not the primary beneficiary. The Company is not the primary beneficiary as it does not have the power to make decisions that most significantly affect the economic performance of the VIE nor does the Company have the right to receive benefits or the obligation to absorb losses that in either case could potentially be significant to the VIE. PADCo is described further in note 4(b). |
Use of estimates | Use of estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions about future events that affect the reported amounts of assets, liabilities, revenue, expenses, contingent assets and contingent liabilities as at the end or during the reporting period. Actual results could significantly differ from those estimates. Significant areas requiring the use of management estimates relate to purchase price allocation, valuation of intangible assets and goodwill, recognition of revenue, stock-based compensation, valuation of warrant liability and financial instrument, and the amounts recorded as accrued liabilities, contingent consideration, and income tax recovery. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents are all highly liquid instruments with an original maturity of three months or less when purchased. Cash equivalents are recorded at cost plus accrued interest. The carrying value of these cash equivalents approximates their fair value. |
Short-term and long-term investments | Short-term and long-term investments The Company acquired guaranteed investment certificates and a term deposit during the year, which are classified as short-term and long-term investments on the balance sheet respectively. Short-term investments have original maturities exceeding three months, and have remaining maturities less than one year. Long-term investments have remaining maturities exceeding twelve months. Short-term and long-term investments accrue interest daily based on a fixed interest rate for the term. The carrying value of these investments are recorded at cost plus accrued interest, which approximates their fair value. All investments are governed by the Board approved Investment Policy for the Company. |
Fair value of financial instruments | Fair value of financial instruments We measure certain financial instruments and other items at fair value. To determine the fair value, we use the fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use to value an asset or liability and are developed based on market data obtained from independent sources. Unobservable inputs are inputs based on assumptions about the factors market participants would use to value an asset or liability. The three levels of inputs that may be used to measure fair value are as follows: • Level 1 inputs are quoted market prices for identical instruments available in active markets. • Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly. If the asset or liability has a contractual term, the input must be observable for substantially the full term. An example includes quoted market prices for similar assets or liabilities in active markets. • Level 3 inputs are unobservable inputs for the asset or liability and will reflect management’s assumptions about market assumptions that would be used to price the asset or liability. Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. Changes in the observability of valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy. The Company’s financial instruments consist of cash and cash equivalents, short-term and long-term investments, accounts receivable, accounts payable and accrued liabilities, warrants and financial instruments. Long-term investments approximate fair value due to the interest rates being at prevailing market rates. The carrying values of cash and cash equivalents, short-term investments, accounts receivable and accounts payable and accrued liabilities approximate their fair values due to the immediate or short-term maturity of these financial instruments. As quoted prices for the warrants are not readily available, the Company has used a Black-Scholes pricing model, as described in note 6, to estimate fair value. These are level 3 inputs as defined above. The Company used a discounted cash flow model to determine the fair value of the financial instrument related to Monsanto’s call option to acquire the equity or all of the assets of PADCo, as described in note 4. The fair value was determined at the date of recognition, and at each reporting date. The initial fair value of the financial instrument was nil, and there has been no change to its fair value as at December 31, 2015. The assumptions used in the discounted cash flow model are level 3 inputs as defined above. To determine the fair value of the contingent consideration, the Company uses a probability weighted assessment of the likelihood the milestones would be met and the estimated timing of such payments, and then the potential contingent payments were discounted to their present value using a probability adjusted discount rate that reflects the early stage nature of the development program, time to complete the program development, and overall biotech indices, as in note 9. |
Inventory | Inventory Inventory includes materials assigned for the manufacture of products for collaborative partners and manufacturing costs for products awaiting acceptance by collaborative partners. Inventory is carried at the lower of cost and net realizable value and measured using first-in-first-out method. The cost of inventories includes all costs of purchase, costs of manufacturing and other costs incurred in bringing the inventories to their present location and condition. Materials purchased for the Company’s own research and development products are not recorded as inventory but are expensed as incurred. |
Property and equipment | Property and equipment Property and equipment is recorded at cost less impairment losses, accumulated depreciation, related government grants and investment tax credits. The Company records depreciation using the straight-line method over the estimated useful lives of the capital assets as follows: Useful life (years) Laboratory equipment 5 Computer and office equipment 2 — 5 Furniture and fixtures 5 Leasehold improvements are depreciated over their estimated useful lives but in no case longer than the lease term, except where lease renewal is reasonably assured. |
Impairment of property and equipment | If there is a major event indicating that the carrying value of property and equipment may be impaired then management will perform an impairment test and if the carrying value exceeds the recoverable value, based on undiscounted future cash flows, then such assets are written down to their fair values. |
Goodwill and intangible assets | Goodwill and intangible assets The costs incurred in establishing and maintaining patents for intellectual property developed internally are expensed in the period incurred. Intangible assets consist of in-process research and development arising from the Company’s acquisition of Arbutus Inc. - see note 3. In-process research and development (IPR&D) intangible assets are classified as indefinite-lived and are not amortized. IPR&D becomes definite-lived upon the completion or abandonment of the associated research and development efforts. Intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives, which are the respective patent terms. Amortization begins when intangible assets with finite lives are put into use. If there is a major event indicating that the carrying value of intangible assets may be impaired, then management will perform an impairment test and if the carrying value exceeds the recoverable value, based on discounted future cash flows, then such assets are written down to their fair values. Goodwill represents the excess of purchase price over the value assigned to the net tangible and identifiable intangible assets of Arbutus Inc. - see note 3. Goodwill has an indefinite accounting life and is therefore not amortized. Instead, goodwill is subject to a two-step impairment test on an annual basis, unless the Company identifies impairment indicators that would require earlier testing. The first step compares the fair value of the reporting unit to its carrying amount, which includes the goodwill. When the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not to be impaired, and the second step of the impairment test is unnecessary. If the carrying amount exceeds the implied fair value of the reporting unit, the second step measures the amount of the impairment loss. If the carrying amount exceeds the fair value of the reporting unit, an impairment loss is recognized equal to that excess. The Company reviews the recoverable amount of intangible assets on an annual basis, and the annual evaluation for goodwill is performed as of December 31 each year. In addition, the Company evaluates for events or changes in the business that could indicate impairment and earlier testing. Such indicators include, but are not limited to, on an ongoing basis: (a) industry and market considerations such as increased competitive environment or adverse change in legal factors including an adverse assessment by regulators; (b) an accumulation of costs significantly in excess of the amount originally expected for the development of the asset; (c) current period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of the asset; and (d) if applicable, a sustained decrease in share price. |
Revenue recognition | Revenue recognition The Company earns revenue from research and development collaboration and contract services, licensing fees, milestone and royalty payments. Revenues associated with multiple element arrangements are attributed to the various elements based on their relative fair values or are recognized as a single unit of accounting when relative fair values are not determinable. Non-refundable payments received under collaborative research and development agreements are recorded as revenue as services are performed and related expenditures are incurred. Non-refundable upfront license fees from collaborative licensing and development arrangements are recognized as the Company fulfills its obligations related to the various elements within the agreements, in accordance with the contractual arrangements with third parties and the term over which the underlying benefit is being conferred. The Company evaluates new arrangements for any substantive milestones by considering: whether substantive uncertainty exists upon execution of the arrangement; if the event can only be achieved based in whole or in part on the Company’s performance, or occurrence of a specific outcome resulting from the Company’s performance; any future performance required, and payment is reasonable relative to all deliverables; and, the payment terms in the arrangement. Payments received upon the achievement of substantive milestones are recognized as revenue in their entirety. Payments received upon the occurrence of milestones that are non-substantive are deferred and recognized as revenue over the estimated period of performance applicable to the associated collaborative agreement. Revenue earned under research and development manufacturing collaborations where the Company bears some or all of the risk of a product manufacturing failure is recognized when the purchaser accepts the product and there are no remaining rights of return. Revenue earned under research and development collaborations where the Company does not bear any risk of product manufacturing failure is recognized in the period the work is performed. For contracts where the manufacturing amount is specified, revenue is recognized as product is manufactured in proportion to the total amount specified under the contract. Revenue and expenses under the contract with the United States Government Department of Defense (“DoD”) are being recorded using the percentage-of-completion method. Contract progress is based on costs incurred to date. Expenses under the contract are recorded in the Company’s consolidated statement of operations and comprehensive income (loss) as they are incurred. Government contract revenues related to expenses incurred under the contract are recorded in the same period as those expenses. Expenses accrued under the contract but not yet invoiced are recorded in the Company’s balance sheet as accrued liabilities and accrued revenues. Equipment purchased under the contract is recorded on the Company’s balance sheet as deferred expense and deferred revenue and amortized, on a straight-line basis, over the life of the contract. Cash or other compensation received in advance of meeting the revenue recognition criteria is recorded on the balance sheet as deferred revenue. Revenue meeting recognition criteria but not yet received or receivable is recorded on the balance sheet as accrued revenue. |
Leases and lease inducements | Leases and lease inducements Leases entered into are classified as either capital or operating leases. Leases which substantially transfer all benefits and risks of ownership of property to the Company are accounted for as capital leases. At the time a capital lease is entered into, an asset is recorded together with its related long-term obligation to reflect the purchase and financing. All other leases are accounted for as operating leases wherein rental payments are expensed as incurred. Lease inducements represent leasehold improvement allowances and reduced or free rent periods and are amortized on a straight-line basis over the term of the lease and are recorded as a reduction of rent expense. |
Research and development costs | Research and development costs Research and development costs, including acquired in-process research and development expenses for which there is no alternative future use, are charged as an expense in the period in which they are incurred. |
Income or loss per share | Income or loss per share Income or loss per share is calculated based on the weighted average number of common shares outstanding. Diluted loss per share does not differ from basic loss per share for the years ended December 31, 2015, 2014 and 2013, since the effect of the Company’s stock options and warrants is anti-dilutive. |
Government grants and refundable investment tax credits | Government grants and refundable investment tax credits Government grants and tax credits provided for current expenses is included in the determination of income or loss for the year, as a reduction of the expenses to which it relates. Government grants and tax credits towards the acquisition of property and equipment is deducted from the cost of the related property and equipment. |
Foreign currency translation and change in reporting currency | Foreign currency translation and change in reporting currency The functional currency of the Company and two of its integrated subsidiaries (Protiva and Protiva USA), is the Canadian dollar, and the functional currency of Arbutus Inc. is the U.S. dollar. Foreign currency monetary assets and liabilities are translated into the functional currency at the rate of exchange prevailing at the balance sheet date. Non-monetary assets and liabilities are translated at historical exchange rates. The previous month’s average rate of exchange is used to translate revenue and expense transactions. Exchange gains and losses are included in income or loss for the period. The Company is using United States dollars as its reporting currency. All assets and liabilities are translated using the exchange rate at the balance sheet date. Revenues, expenses and other income (losses) are translated using the average rate for the period, except for large transactions, for which the exchange rate on the date of the transaction is used. Equity accounts are translated using the historical rate. As the translation differences from the Company’s functional currency of Canadian dollars to the Company’s reporting currency of US dollars are unrealized gains and losses, the differences are recorded in other comprehensive income (loss), and do not impact the calculation of Income or Loss per Share. On January 1, 2016, the Company changed its functional currency from the Canadian dollar to the U.S. dollar based on management's analysis of the changes in the primary economic environment in which the Company operates. The change in functional currency is accounted for prospectively from January 1, 2016 and financial statements prior to and including the year-ended December 31, 2015 have not been restated for the change in functional currency. |
Deferred income taxes | Deferred income taxes Income taxes are accounted for using the asset and liability method of accounting. Deferred income taxes are recognized for the future income tax consequences attributable to differences between the carrying values of assets and liabilities and their respective income tax bases and for loss carry-forwards. Deferred income tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax laws or rates is included in earnings in the period that includes the enactment date. When realization of deferred income tax assets does not meet the more-likely-than-not criterion for recognition, a valuation allowance is provided. |
Stock-based compensation | Stock-based compensation The Company grants stock options to employees and directors pursuant to a share incentive plan described in note 6. Compensation expense is recorded for issued stock options using the fair value method with a corresponding increase in additional paid-in capital. Any consideration received on the exercise of stock options is credited to share capital. The fair value of stock options is measured at the grant date and amortized on a straight-line basis over the vesting period. |
Replacement awards | Replacement awards Replacement awards are share-based payment awards exchanged for awards held by employees of Arbutus Inc. As part of the Company’s acquisition of Arbutus Inc., Arbutus shares were exchanged for Arbutus Inc.’s shares subject to repurchase rights held by Arbutus Inc.’s employees - see note 3. As at the date of acquisition of Arbutus Inc., the Company determined the total fair value of replacement awards and attributed a portion of the replacement awards to pre-combination service as part of the total acquisition consideration, and a portion to post-combination service, which is recognized as compensation expense over the expiry period of repurchase provision rights subsequent to the acquisition date. The replacement awards consist of common shares that were issued at acquisition. Accordingly, as stock compensation expense related to these awards is recognized, share capital is increased by a corresponding amount. Replacement awards are excluded in the calculation of basic net income (loss) per share until the repurchase rights have expired. |
Warrants | Warrants The Company accounts for the warrants under the authoritative guidance on accounting for derivative financial instruments indexed to, and potentially settled in, a company’s own stock, on the understanding that in compliance with applicable securities laws, the registered warrants require the issuance of registered securities upon exercise and do not sufficiently preclude an implied right to net cash settlement. The Company classifies warrants in its consolidated balance sheet as a liability which is revalued at each balance sheet date subsequent to the initial issuance. The Company uses the Black-Scholes pricing model to value the warrants. Determining the appropriate fair-value model and calculating the fair value of registered warrants requires considerable judgment. A small change in the estimates used may cause a relatively large change in the estimated valuation. The estimated volatility of the Company’s common stock at the date of issuance, and at each subsequent reporting period, is based on historic fluctuations in the Company’s stock price. The risk-free interest rate is based on the Government of Canada rate for bonds with a maturity similar to the expected remaining life of the warrants at the valuation date. The expected life of the warrants is based on the historical pattern of exercises of warrants |
Segment information | Segment information The Company operates in a single reporting segment. Substantially all of the Company’s revenues to date were earned from customers or collaborators based in the United States. Substantially all of the Company’s premises, property and equipment are located in Canada and the United States. |
Recent accounting pronouncements | Recent accounting pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842): Recognition and Measurement of Financial Assets and Financial Liabilities. The update supersedes Topic 840, Leases and requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. Topic 842 retains a distinction between finance leases and operating leases, with cash payments from operating leases classified within operating activities in the statement of cash flows. The amendments in this update are effective for fiscal years beginning after December 15, 2018 for public business entities, which for the Company means January 1, 2019. The Company does not plan to early adopt this update. The extent of the impact of this adoption has not yet been determined. In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. The update eliminates the requirement to retrospectively adjust the provisional amounts recognized at the acquisition date with a corresponding adjustment to goodwill during the measurement period when new information is obtained about the facts and circumstances that existed as of the acquisition date, that if known, would have affected the measurement of the amounts initially recognized or would have resulted in the recognition of additional assets or liabilities. The amendments in this update are effective for fiscal years beginning after December 15, 2015, which for the Company means January 1, 2016, and should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this update. Early application is permitted for financial statements that have not been issued. The Company has adopted this update and applied it to the acquisition of Arbutus Inc. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (ASC 606). The standard is intended to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP and IFRS by creating a new Topic 606, Revenue from Contracts with Customers. This guidance supersedes the revenue recognition requirements in ASC 605, Revenue Recognition, and supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition - Construction-Type and Production-Type Contracts. The core principle of the accounting standard is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those good or services. The amendments should be applied by either (1) retrospectively to each prior reporting period presented; or (2) retrospectively with the cumulative effect of initially applying this ASU recognized at the date of initial application. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date to defer the effective date of Update 2014-09 for all entities by one year. The new guidance would be effective for fiscal years beginning after December 15, 2017, which for the Company means January 1, 2018. Entities are permitted to adopt in accordance with the original effective date if they choose. The Company has not yet determined the extent of the impact of adoption. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The update is intended to provide guidance in GAAP about 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 footnote disclosures. Under amendments to GAAP, the assessment period is within one year after the date that the financial statements are issued (or available to be issued). The amendments are effective for the annual period ending after December 15, 2016, which for the Company means January 1, 2017, and for annual periods and interim periods thereafter. Early application is permitted. The Company does not plan to early adopt this update. The extent of the impact of this adoption has not yet been determined. |
Significant Accounting Polici22
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Assets measured at fair value on a recurring basis | The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis, and indicates the fair value hierarchy of the valuation techniques used to determine such fair value: Level 1 Level 2 Level 3 December 31, 2015 Assets Cash and cash equivalents $ 166,779 — — $ 166,779 Guaranteed investment certificate 14,525 — — 14,525 Term deposit 10,070 — — 10,070 Total $ 191,374 — — $ 191,374 Liabilities Warrants — — $ 883 $ 883 Contingent consideration — — 7,497 7,497 Financial instrument — — — — Total — — $ 8,380 $ 8,380 Level 1 Level 2 Level 3 December 31, 2014 Assets Cash and cash equivalents $ 72,187 — — $ 72,187 Guaranteed investment certificates 39,974 — — 39,974 Total $ 112,161 — — $ 112,161 Liabilities Warrants — — $ 5,099 $ 5,099 Financial instrument — — — — Total — — $ 5,099 $ 5,099 |
Changes in fair value of warrants | The following table presents the changes in fair value of the Company’s warrants: Liability at beginning of the period Warrants issued in the period Fair value of warrants exercised in the period Increase (decrease) in fair value of warrants Foreign exchange loss Liability at end of the period Year ended December 31, 2013 $ 4,015 $ — $ (1,854 ) $ 3,530 $ (312 ) $ 5,379 Year ended December 31, 2014 $ 5,379 — $ (10,208 ) $ 10,383 $ (455 ) $ 5,099 Year ended December 31, 2015 $ 5,099 — $ (334 ) $ (3,341 ) $ (541 ) $ 883 |
Changes in fair value of contingent consideration | The following table presents the changes in fair value of the Company’s contingent consideration: Liability at beginning of the period (1) Increase in fair value of contingent consideration Liability at end of the period Year ended December 31, 2015 $ 6,727 $ 770 $ 7,497 (1) As at acquisition date of March 4, 2015 - see note 3 below. |
Property and equipment estimated useful lives | The Company records depreciation using the straight-line method over the estimated useful lives of the capital assets as follows: Useful life (years) Laboratory equipment 5 Computer and office equipment 2 — 5 Furniture and fixtures 5 |
Schedule of basic and diluted net income (loss) per common share | The following table sets out the computation of basic and diluted net income (loss) per common share: For the year ended December 31 2015 2014 2013 Numerator: Net loss $ (61,121 ) $ (38,837 ) $ (14,063 ) Denominator: Weighted average number of common shares 45,462,324 21,603,136 15,302,680 Basic income (loss) per common share $ (1.34 ) $ (1.80 ) $ (0.92 ) Diluted income (loss) per common share $ (1.34 ) $ (1.80 ) $ (0.92 ) |
Merger with Arbutus Biopharma23
Merger with Arbutus Biopharma Inc. (formerly OnCore BioPharma, Inc.) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Schedule of finalized acquisition purchase price allocation | The following table summarizes the Company’s finalized purchase price allocation as at December 31, 2015: Consideration paid: Common shares issued without subjects $ 371,553 Common shares issued subject to repurchase provision 9,262 Common shares issuable for Arbutus Inc. stock options 1,127 $ 381,942 Identifiable assets acquired and liabilities assumed: Cash $ 324 Prepaid expenses and other assets 116 Accounts receivable 8 Property and equipment 147 Acquired intangible assets 391,649 Goodwill 162,514 Accounts payable and accrued liabilities (3,580 ) Other non-current liabilities (note 9) (6,727 ) Deferred income tax liability (162,509 ) Total purchase price allocation $ 381,942 |
Schedule of identifiable intangible assets acquired | The identifiable intangible assets acquired consist of in-process research and development (IPR&D) HBV assets, as summarized in the table below: IPR&D – Cyclophilins $ 39,007 IPR&D – Immune Modulators 183,103 IPR&D – Antigen Inhibitors 36,437 IPR&D – cccDNA Sterilizers 133,102 Total IPR&D $ 391,649 |
Summary of revisions and adjustments to business acquisition purchase price allocation | The following table presents a summary of revisions and adjustments made to the preliminary estimates as previously disclosed to the finalized purchase price allocation: Preliminary Amounts Recognized as of Acquisition Date (1) Measurement Period Adjustments (2) Amounts Recognized as of Acquisition Date (as adjusted) Purchase Price $ 381,942 $ — $ 381,942 Identifiable assets acquired and liabilities assumed: Cash $ 324 $ — $ 324 Prepaid expenses and other assets 127 (11 ) 116 Accounts receivable 8 — 8 Property and equipment 147 — 147 Acquired intangible assets 389,652 1,997 391,649 Goodwill 155,865 6,649 162,514 Accounts payable and accrued liabilities (3,580 ) — (3,580 ) Other non-current liabilities (note 8) (4,736 ) (1,991 ) (6,727 ) Deferred income tax liability (155,865 ) (6,644 ) (162,509 ) Total purchase price allocation $ 381,942 $ — $ 381,942 1. The preliminary purchase price as of the acquisition date of March 4, 2015 as previously disclosed in the notes to consolidated financial statements included in the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2015. 2. The measurement period is from the acquisition date of March 4, 2015 to the date the Company finalized the purchase price allocation on December 31, 2015. |
Business acquisition, pro forma financial information | The pro forma financial information presented includes acquisition costs, amortization charges for acquired tangible assets, impairment charge on acquired intangible assets (as described in note 3b below), but does not include amortization charges for acquired intangible assets as these assets have not yet been put in use. Year ended December 31, 2015 2014 Pro forma information Gross Revenue $ 24,873 $ 14,953 Loss from operations (109,387 ) (51,088 ) Net loss (67,416 ) (56,491 ) Basic and diluted loss per share $ (1.38 ) $ (1.24 ) |
Schedule of intangible assets net of impairment | The following table summarizes the carrying values, net of impairment of the intangible assets as at December 31, 2015: IPR&D – Cyclophilins $ — IPR&D – Immune Modulators 183,103 IPR&D – Antigen Inhibitors 36,437 IPR&D – cccDNA Sterilizers 133,102 Total IPR&D $ 352,642 |
Collaborations, Contracts and24
Collaborations, Contracts and Licensing Agreements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Deferred Revenue Disclosure [Abstract] | |
Schedule of revenue recognized under collaborations, contracts and licensing agreements | The following tables set forth revenue recognized under collaborations, contracts and licensing agreements: Year ended December 31 2015 2014 2013 Collaborations and contracts DoD (a) $ 6,764 $ 8,407 $ 9,806 Monsanto (b) 4,725 1,080 — BMS (d) — 1,741 526 Dicerna (e) 1,820 510 — Other RNAi collaborators (g) — — 93 Total research and development collaborations and contracts 13,309 11,738 10,425 Licensing fees, milestone and royalty payments Monsanto licensing fees and milestone payments (b) 10,256 2,744 — Alnylam and Acuitas licensing fees and milestone payments (c) 15 150 5,000 Dicerna licensing fee (e) 1,053 131 — Spectrum royalty payments (f) 240 190 40 Total licensing fees, milestone and royalty payments 11,564 3,215 5,040 Total revenue $ 24,873 $ 14,953 $ 15,465 |
Schedule of deferred collaborations and contracts revenue | The following table sets forth deferred collaborations and contracts revenue: December 31, 2015 December 31, 2014 DoD (a) $ 15 $ 313 Monsanto current portion (b) — 4,245 Dicerna current portion (e) 853 1,221 Deferred revenue, current portion 868 5,779 Monsanto long-term portion (b) — 8,666 Dicerna long-term portion (e) 213 1,271 Total deferred revenue $ 1,081 $ 15,716 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | December 31, 2015 Cost Accumulated depreciation Net book value Lab equipment $ 5,910 $ (3,748 ) $ 2,162 Leasehold improvements 4,681 (4,189 ) 492 Computer hardware and software 2,014 (1,487 ) 527 Furniture and fixtures 307 (305 ) 2 $ 12,912 $ (9,729 ) $ 3,183 December 31, 2014 Cost Accumulated depreciation Net book value Lab equipment $ 5,021 $ (4,451 ) $ 570 Leasehold improvements 5,281 (4,796 ) 485 Computer hardware and software 2,293 (1,588 ) 705 Furniture and fixtures 364 (364 ) — $ 12,959 $ (11,199 ) $ 1,760 |
Share Capital (Tables)
Share Capital (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of warrant activity | The following table summarizes the Company’s warrant activity for the years ended December 31, 2015 and 2014 : Common shares purchasable upon exercise of warrants Weighted average exercise price (C$) Weighted average exercise price (US$) Range of exercise prices (C$) Range of exercise prices (US$) Weighted average remaining contractual life (years) Aggregate intrinsic value (C$) Aggregate intrinsic value (US$) Balance, December 31, 2013 1,014,728 $ 2.90 $ 2.72 $2.60 — $ 3.35 $2.44 — $ 3.15 2.7 $ 5,635 $ 5,298 Exercised (616,478 ) 3.09 2.80 2.60 — 3.35 2.35 — 3.03 Balance, December 31, 2014 398,250 2.95 2.67 2.60 — 3.35 2.35 — 3.03 1.8 5,902 5,343 Exercised (18,750 ) 2.88 2.25 2.60 — 3.35 2.03 — 2.62 Balance, December 31, 2015 379,500 $ 2.95 $ 2.13 $2.60 — $ 3.35 $2.03 — $ 2.62 0.8 $ 1,217 $ 879 |
Schedule of weighted average Black-Scholes option-pricing assumptions and resultant fair values | The weighted average Black-Scholes option-pricing assumptions and the resultant fair values are as follows for warrants outstanding at December 31, 2015 and 2014 are as follows: As at December 31 2015 2014 Dividend yield — % — % Expected volatility 49.07 % 85.22 % Risk-free interest rate 0.48 % 1.00 % Expected average term (years) 0.6 years 0.5 years Fair value of warrants outstanding $ 2.33 $ 12.80 Aggregate fair value of warrants outstanding $ 883 $ 5,099 Number of warrants outstanding 379,500 398,250 |
Schedule of stock option activity for the Arbutus Plans | Stock option activity for the Arbutus Plans Number of optioned common shares Weighted average exercise price (C$) Weighted average exercise price (US$) Aggregate intrinsic value (C$) Aggregate intrinsic value (US$) Balance, December 31, 2012 1,648,846 $ 4.54 $ 4.54 $ 2,300 $ 2,301 Options granted 270,250 7.52 7.30 Options exercised (124,246 ) 3.22 3.13 551 535 Options forfeited, canceled or expired (64,085 ) 21.87 21.23 Balance, December 31, 2013 1,730,765 4.45 4.32 7,030 6,826 Options granted 431,125 13.63 12.34 Options exercised (622,752 ) 4.62 4.18 7,650 6,926 Options forfeited, canceled or expired (9,000 ) 8.20 7.42 Balance, December 31, 2014 1,530,138 6.95 6.29 16,573 15,004 Options granted 1,309,625 N/A 16.57 Options exercised (398,293 ) 5.03 3.93 6,887 5,386 Options forfeited, canceled or expired (151,207 ) 19.29 15.09 Balance, December 31, 2015 2,290,263 $ 15.53 $ 11.22 $ 1,376 $ 994 |
Summary of stock options outstanding by exercise price range | The following table summarizes information pertaining to stock options outstanding at December 31, 2015 under the Arbutus Plans: Options outstanding December 31, 2015 Options exercisable December 31, 2015 Range of Exercise prices (US$) Number of options outstanding Weighted average remaining contractual life (years) Weighted average exercise price (US$) Number of options exercisable Weighted average exercise price (US$) $1.08 to $1.37 102,800 4.9 $ 1.24 102,800 $ 1.24 $1.52 to $1.88 120,475 5.8 1.66 120,475 1.66 $2.17 to $2.78 83,000 2.9 2.56 83,000 2.56 $3.24 to $4.70 288,960 5.4 3.84 268,900 3.83 $5.10 to $7.50 261,923 7.7 6.33 175,112 6.12 $8.38 to $10.04 176,813 8.7 9.35 99,189 9.24 $10.69 to $13.39 129,417 8.2 11.93 79,252 11.90 $13.40 to $17.57 1,126,875 9.2 17.02 10,002 17.57 $1.08 to $17.57 2,290,263 7.9 $ 11.22 938,730 $ 4.98 |
Schedule of non-vested stock option activity | A summary of the Company’s non-vested stock option activity and related information for the year ended December 31, 2015 is as follows: Number of optioned common shares Weighted average fair value (C$) Weighted average fair value (US$) Non-vested at December 31, 2014 441,230 $ 9.30 $ 8.42 Options granted 1,309,625 15.20 11.89 Options vested (250,461 ) 8.77 6.86 Non-vested options forfeited (148,853 ) 14.27 11.16 Non-vested at December 31, 2015 1,351,541 $ 15.69 $ 11.34 |
Schedule of weighted average option pricing assumptions and the resultant fair values | The weighted average option pricing assumptions and the resultant fair values are as follows: Year ended December 31 2015 2014 2013 Dividend yield — % — % — % Expected volatility 76.88 % 101.08 % 111.61 % Risk-free interest rate 1.10 % 2.25 % 2.39 % Expected average option term 7.5 years 8.8 years 9.6 years |
Schedule of allocation of stock-based compensation | The total stock-based compensation has been recorded in the consolidated statement of operations and comprehensive income (loss) as follows: Year ended December 31 2015 2014 2013 Research, development, collaborations and contracts expenses $ 7,868 $ 2,343 $ 622 General and administrative expenses 14,225 940 281 Total $ 22,093 $ 3,283 $ 903 |
Protiva Option Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of option activity | The following table sets forth outstanding options under the Protiva Option Plan: Number of Protiva Options Equivalent number of Company common shares Weighted average exercise price (C$) Weighted average exercise price (US$) Balance, December 31, 2012 475,885 321,299 $ 0.30 0.30 Options exercised (2,000 ) (1,350 ) 0.30 0.29 Options forfeited, canceled or expired (1,000 ) (675 ) 0.30 0.29 Balance, December 31, 2013 472,885 319,274 0.30 0.29 Options exercised (38,145 ) (25,754 ) 0.30 0.27 Options forfeited, canceled or expired (1,000 ) (675 ) 0.30 0.27 Balance, December 31, 2014 433,740 292,845 0.30 0.27 Options exercised (358,675 ) (242,164 ) 0.30 0.23 Options forfeited, canceled or expired (8,065 ) (5,445 ) 0.30 0.23 Balance, December 31, 2015 67,000 45,236 $ 0.30 $ 0.22 |
OnCore Option Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of non-vested stock option activity | A summary of the OnCore Option Plan's non-vested stock option activity and related information for the period from acquisition to December 31, 2015 is as follows: Number of OnCore Options Equivalent number of Company common shares Weighted average fair value (US$) Non-vested at March 4, 2015 128,510 129,417 $ 16.42 Options vested (32,128 ) (32,354 ) 16.42 Non-vested options forfeited — — N/A Non-vested at December 31, 2015 96,382 97,063 $ 16.42 |
Schedule of option activity | The following table sets forth outstanding options under the OnCore Option Plan: Number of OnCore Options Equivalent number of Company common shares Weighted average exercise price (US$) Balance, March 4, 2015 183,040 184,332 $ 0.57 Options exercised — — N/A Options forfeited, canceled or expired — — N/A Balance, December 31, 2015 183,040 184,332 $ 0.57 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of effective income tax rate reconciliation | Income tax (recovery) expense varies from the amounts that would be computed by applying the combined Canadian federal and provincial income tax rate of 26% (2014 - 26% ; 2013 – 26% ) to the loss before income taxes as shown in the following tables: Year ended December 31, 2015 2014 2013 Computed taxes (recoveries) at Canadian federal and provincial tax rates $ (20,100 ) $ (10,097 ) $ (3,486 ) Differences due to change in enacted tax rates — — (9 ) Permanent and other differences 8,113 3,498 1,088 Change in valuation allowance - other 3,676 6,599 2,407 Difference due to income taxed at foreign rates (7,874 ) — — Deferred income tax recovery $ (16,185 ) $ — $ — |
Schedule of components of deferred tax assets | Significant components of the Company’s deferred tax assets are shown below: As at December 31, 2015 2014 Deferred tax assets: Non-capital loss carryforwards $ 13,932 $ 6,578 Research and development deductions 13,474 14,006 Book amortization in excess of tax 2,142 2,745 Share issue costs 777 1,195 Revenue recognized for tax purposes in excess of revenue recognized for accounting purposes 281 4,086 Tax value in excess of accounting value in lease inducements 77 65 Federal investment tax credits 6,303 5,821 Provincial investment tax credits 3,879 3,322 In-process research and development (146,324 ) — Upfront license fees 629 — Total deferred tax assets (104,830 ) 37,818 Valuation allowance (41,494 ) (37,818 ) Net deferred tax assets $ (146,324 ) $ — |
Contingencies and Commitments (
Contingencies and Commitments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of minimum rent and estimated operating cost commitment, net of lease inducements | The minimum rent and estimated operating cost commitment, net of lease inducements, is as follows: Year ended December 31, 2016 $ 1,229,000 Year ended December 31, 2017 938,000 Year ended December 31, 2018 938,000 Year ended December 31, 2019 547,000 $ 3,652,000 |
Concentrations of Business Ri29
Concentrations of Business Risk (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Net liquidity | The net liquidity of the Company is considered to be the cash and cash equivalents and short-term investments less accounts payable and accrued liabilities. December 31, 2015 December 31, 2014 Cash, cash equivalents and short-term investments $ 181,304 $ 112,161 Less: Accounts payable and accrued liabilities (8,827 ) (9,328 ) $ 172,477 $ 102,833 |
Schedule of exposure to US dollar currency expressed in Canadian dollars | The Company’s exposure to US dollar currency expressed in Canadian dollars was as follows: (in C$) December 31, 2015 December 31, 2014 Cash and cash equivalents and short-term investments $ 213,419 $ 75,224 Accounts receivable 1,071 1,942 Accrued revenue 178 624 Accounts payable and accrued liabilities (8,061 ) (4,494 ) $ 206,607 $ 73,296 |
Supplementary Information (Tabl
Supplementary Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued liabilities | Accounts payable and accrued liabilities is comprised of the following: December 31, 2015 December 31, 2014 Trade accounts payable $ 2,610 $ 2,044 Research and development accruals 2,358 2,391 License fee accruals — 250 Professional fee accruals 640 1,294 Deferred lease inducements 297 250 Payroll accruals 2,331 2,873 Other accrued liabilities 591 226 $ 8,827 $ 9,328 |
Interim Financial Data (Unaud31
Interim Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of interim financial data (unaudited) | 2015 Q1 Q2 Q3 Q4 Total Revenue $ 4,682 $ 3,440 $ 4,065 $ 12,686 $ 24,873 Loss from operations (18,006 ) (14,420 ) (58,138 ) (11,758 ) (102,322 ) Net loss $ (11,989 ) $ (14,886 ) $ (28,982 ) $ (5,264 ) $ (61,121 ) Basic and diluted net loss per share $ (0.40 ) $ (0.27 ) $ (0.57 ) $ (0.10 ) $ (1.34 ) 2014 Q1 Q2 Q3 Q4 Total Revenue $ 4,430 $ 1,811 $ 4,362 $ 4,350 $ 14,953 Loss from operations (5,958 ) (9,423 ) (6,844 ) (10,747 ) (33,434 ) Net loss $ (17,984 ) $ (6,081 ) $ (8,604 ) $ (6,168 ) $ (38,837 ) Basic and diluted net loss per share $ (0.91 ) $ (0.28 ) $ (0.39 ) $ (0.27 ) $ (1.80 ) |
Nature of Business and Future32
Nature of Business and Future Operations Narrative (Details) | Dec. 31, 2015subsidiary |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Wholly-owned subsidiaries | 4 |
Significant Accounting Polici33
Significant Accounting Policies - Narrative (Details) $ in Thousands | 10 Months Ended | 12 Months Ended | |||
Dec. 31, 2015USD ($)subsidiary | Dec. 31, 2015USD ($)subsidiaryshares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($)shares | Mar. 04, 2015USD ($) | |
Accounting Policies [Abstract] | |||||
Wholly-owned subsidiaries | subsidiary | 4 | 4 | |||
Fair value of contingent consideration | $ 7,497 | $ 7,497 | $ 0 | $ 6,727 | |
Change in fair value of contingent consideration | $ 770 | $ 770 | $ 0 | $ 0 | |
Anti-dilutive common shares excluded from calculation of income per common share | shares | 2,899,331 | 2,221,233 | 3,064,767 |
Significant Accounting Polici34
Significant Accounting Policies - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Mar. 04, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Assets | |||||
Cash and cash equivalents | $ 166,779 | $ 72,187 | |||
Guaranteed investment certificate | 14,525 | 39,974 | |||
Term deposit | 10,070 | 0 | |||
Total Assets | 191,374 | 112,161 | |||
Liabilities | |||||
Warrants | 883 | 5,099 | $ 5,379 | $ 4,015 | |
Contingent consideration | 7,497 | $ 6,727 | 0 | ||
Financial instrument | 0 | 0 | |||
Total Liabilities | 8,380 | 5,099 | |||
Fair Value, Inputs, Level 1 | |||||
Assets | |||||
Cash and cash equivalents | 166,779 | 72,187 | |||
Guaranteed investment certificate | 14,525 | 39,974 | |||
Term deposit | 10,070 | ||||
Total Assets | 191,374 | 112,161 | |||
Fair Value, Inputs, Level 3 | |||||
Liabilities | |||||
Warrants | 883 | 5,099 | |||
Contingent consideration | 7,497 | ||||
Financial instrument | 0 | 0 | |||
Total Liabilities | $ 8,380 | $ 5,099 |
Significant Accounting Polici35
Significant Accounting Policies - Changes in Fair Value of the Company's Warrants (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value, Liabilities Measured on Recurring Basis [Roll Forward] | |||
Liability at beginning of the period | $ 5,099 | $ 5,379 | $ 4,015 |
Warrants issued in the period | 0 | 0 | 0 |
Fair value of warrants exercised in the period | (334) | (10,208) | (1,854) |
Increase (decrease) in fair value of warrants | (3,341) | 10,383 | 3,530 |
Foreign exchange loss | (541) | (455) | (312) |
Liability at end of the period | $ 883 | $ 5,099 | $ 5,379 |
Significant Accounting Polici36
Significant Accounting Policies - Changes in Fair Value of Contingent Consideration (Details) - USD ($) $ in Thousands | 10 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration Fair Value, Liability [Roll Forward] | ||||
Liability at beginning of the period | $ 6,727 | $ 0 | ||
Increase in fair value of contingent consideration | 770 | 770 | $ 0 | $ 0 |
Liability at end of the period | $ 7,497 | $ 7,497 | $ 0 |
Significant Accounting Polici37
Significant Accounting Policies - Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Laboratory equipment | |
Property, Plant and Equipment [Line Items] | |
Useful lives | 5 years |
Computer and office equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful lives | 2 years |
Computer and office equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful lives | 5 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Useful lives | 5 years |
Significant Accounting Polici38
Significant Accounting Policies - Computation of Basic and Diluted Net Income (Loss) Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | |||||||||||
Net loss | $ (5,264) | $ (28,982) | $ (14,886) | $ (11,989) | $ (6,168) | $ (8,604) | $ (6,081) | $ (17,984) | $ (61,121) | $ (38,837) | $ (14,063) |
Weighted average number of common shares | 45,462,324 | 21,603,136 | 15,302,680 | ||||||||
Basic income (loss) per common share (in USD per share) | $ (1.34) | $ (1.80) | $ (0.92) | ||||||||
Diluted income (loss) per common share (in USD per share) | $ (1.34) | $ (1.80) | $ (0.92) |
Merger with Arbutus Biopharma39
Merger with Arbutus Biopharma Inc. (formerly OnCore BioPharma, Inc.) - Narrative (Details) | May. 31, 2016shares | Feb. 29, 2016shares | Nov. 30, 2015shares | Oct. 28, 2015USD ($) | Mar. 04, 2015USD ($)shares | Dec. 31, 2015USD ($)shares | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($)shares | Dec. 31, 2015USD ($)shares | Dec. 31, 2015USD ($)reporting_unitshares | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Mar. 03, 2015$ / shares | Jan. 11, 2015 | Dec. 31, 2012USD ($) |
Business Acquisition [Line Items] | |||||||||||||||
Acquisition costs | $ 9,656,000 | $ 462,000 | $ 0 | ||||||||||||
Risk-free interest rate | 0.48% | 1.00% | |||||||||||||
Expected volatility | 49.07% | 85.22% | |||||||||||||
Dividend yield | 0.00% | 0.00% | |||||||||||||
Expected average term (years) | 7 months 6 days | 6 months | |||||||||||||
Acceleration of compensation expense | $ 1,900,000 | ||||||||||||||
Impairment charge | $ 39,007,000 | $ 0 | 0 | ||||||||||||
Income tax benefit related to impairment charge | 16,185,000 | 0 | 0 | ||||||||||||
Goodwill | $ 162,514,000 | $ 162,514,000 | $ 162,514,000 | $ 162,514,000 | 0 | ||||||||||
Number of reporting units | reporting_unit | 1 | ||||||||||||||
Market capitalization | 242,844,000 | 242,844,000 | 242,844,000 | $ 242,844,000 | |||||||||||
Net loss | (67,416,000) | (56,491,000) | |||||||||||||
Company's carrying value | 547,679,000 | 547,679,000 | 547,679,000 | 547,679,000 | 88,035,000 | $ 59,194,000 | $ 40,919,000 | ||||||||
Subsequent event | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Stock repurchase rights expiration rate (in shares) | shares | 302,120 | ||||||||||||||
Arbutus Inc. | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Business acquisition, percentage of outstanding shares acquired | 100.00% | ||||||||||||||
Acquisition costs | 9,656,000 | $ 462,000 | |||||||||||||
Fair value of consideration issued | $ 381,942,000 | ||||||||||||||
Common shares issued for acquisition | shares | 23,973,315 | ||||||||||||||
Business acquisition, fair value amount attributed as pre-combination service and included as part of acquisition consideration | $ 9,262,000 | ||||||||||||||
Business acquisition, post-combination attribution recognized as compensation expense | $ 56,934,000 | ||||||||||||||
Stock-based compensation expense | 16,687,000 | ||||||||||||||
Stock repurchase rights expiration rate (in shares) | shares | 302,120 | ||||||||||||||
Period of estimated cash flows | 20 years | ||||||||||||||
Discount rate | 13.70% | ||||||||||||||
Intangible assets acquired, fair value | $ 391,649,000 | ||||||||||||||
Measurement period adjustments, intangibles | 1,997,000 | ||||||||||||||
Measurement period adjustments, goodwill | 6,649,000 | ||||||||||||||
Goodwill | $ 155,865,000 | 162,514,000 | 162,514,000 | 162,514,000 | 162,514,000 | ||||||||||
Net loss | 13,658,000 | ||||||||||||||
Arbutus Inc. | Scenario, forecast | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Stock repurchase rights expiration rate (in shares) | shares | 503,552 | ||||||||||||||
Arbutus Inc. | Common shares issued without subjects | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Fair value of consideration issued | 371,553,000 | 371,553,000 | 371,553,000 | 371,553,000 | |||||||||||
Common shares issued for acquisition | shares | 20,347,906 | ||||||||||||||
Business acquisition, share price (in USD per share) | $ / shares | $ 18.26 | ||||||||||||||
Arbutus Inc. | Common shares issued subject to repurchase provision | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Fair value of consideration issued | $ 66,196,000 | $ 9,262,000 | 9,262,000 | $ 9,262,000 | $ 9,262,000 | ||||||||||
Common shares issued for acquisition | shares | 3,625,412 | ||||||||||||||
Risk-free interest rate | 0.74% | ||||||||||||||
Expected volatility | 81.00% | ||||||||||||||
Dividend yield | 0.00% | ||||||||||||||
Expected average term (years) | 4 years | ||||||||||||||
Shares issued and outstanding (in shares) | shares | 3,625,412 | ||||||||||||||
Arbutus Inc. | Abutus stock options | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Fair value of consideration issued | $ 3,287,000 | ||||||||||||||
Risk-free interest rate | 0.97% | ||||||||||||||
Expected volatility | 78.00% | ||||||||||||||
Dividend yield | 0.00% | ||||||||||||||
Expected average term (years) | 8 years | ||||||||||||||
Business acquisition, fair value amount attributed as pre-combination service and included as part of acquisition consideration | $ 1,127,000 | ||||||||||||||
Business acquisition, post-combination attribution recognized as compensation expense | 2,160,000 | ||||||||||||||
Stock-based compensation expense | $ 463,000 | ||||||||||||||
Shares reserved for future exercise | shares | 184,332 | 184,332 | 184,332 | 184,332 | |||||||||||
Cyclophilin | Arbutus Inc. | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Intangible assets acquired, fair value | $ 39,007,000 | $ 39,007,000 | $ 37,990,000 | $ 39,007,000 | $ 39,007,000 | $ 39,007,000 | |||||||||
Measurement period adjustments, intangibles | 1,017,000 | ||||||||||||||
Impairment charge | $ 37,990,000 | ||||||||||||||
Income tax benefit related to impairment charge | $ 15,196,000 | $ 989,000 | |||||||||||||
Other IPR&D | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Impairment charge | 0 | ||||||||||||||
Goodwill | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Impairment charge | $ 0 |
Merger with Arbutus Biopharma40
Merger with Arbutus Biopharma Inc. (formerly OnCore BioPharma, Inc.) - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Mar. 04, 2015 | Dec. 31, 2014 |
Identifiable assets acquired and liabilities assumed: | |||
Goodwill | $ 162,514 | $ 0 | |
Arbutus Inc. | |||
Business Acquisition [Line Items] | |||
Consideration paid | $ 381,942 | ||
Identifiable assets acquired and liabilities assumed: | |||
Cash | 324 | 324 | |
Prepaid expenses and other assets | 116 | 127 | |
Accounts receivable | 8 | 8 | |
Property and equipment | 147 | 147 | |
Acquired intangible assets | 391,649 | 389,652 | |
Goodwill | 162,514 | 155,865 | |
Accounts payable and accrued liabilities | (3,580) | (3,580) | |
Other non-current liabilities | (6,727) | (4,736) | |
Deferred income tax liability | (162,509) | (155,865) | |
Total purchase price allocation | 381,942 | 381,942 | |
Common shares issued without subjects | Arbutus Inc. | |||
Business Acquisition [Line Items] | |||
Consideration paid | 371,553 | ||
Common shares issued subject to repurchase provision | Arbutus Inc. | |||
Business Acquisition [Line Items] | |||
Consideration paid | 9,262 | $ 66,196 | |
Common share issuable for Arbutus Inc. stock options | Arbutus Inc. | |||
Business Acquisition [Line Items] | |||
Consideration paid | $ 1,127 |
Merger with Arbutus Biopharma41
Merger with Arbutus Biopharma Inc. (formerly OnCore BioPharma, Inc.) - Summary of Acquired Identifiable Intangible Assets (Details) - Arbutus Inc. - USD ($) $ in Thousands | Dec. 31, 2015 | Sep. 30, 2015 | Mar. 04, 2015 |
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Intangible assets acquired | $ 391,649 | ||
IPR&D Cyclophilins | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Intangible assets acquired | $ 39,007 | $ 37,990 | 39,007 |
IPR&D Immune Modulators | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Intangible assets acquired | 183,103 | ||
IPR&D Antigen Inhibitors | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Intangible assets acquired | 36,437 | ||
IPR&D cccDNA Sterilizers | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Intangible assets acquired | $ 133,102 |
Merger with Arbutus Biopharma42
Merger with Arbutus Biopharma Inc. (formerly OnCore BioPharma, Inc.) - Reconciliation of Preliminary to Final Purchase Price Allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Mar. 04, 2015 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 162,514 | $ 162,514 | $ 162,514 | $ 0 | |
Arbutus Inc. | |||||
Business Acquisition [Line Items] | |||||
Purchase Price | 381,942 | $ 381,942 | 381,942 | ||
Cash | 324 | 324 | 324 | 324 | |
Measurement Period Adjustments, Cash | 0 | ||||
Prepaid expenses and other assets | 116 | 127 | 116 | 116 | |
Measurement Period Adjustments, Prepaid expenses and other assets | (11) | ||||
Accounts receivable | 8 | 8 | 8 | 8 | |
Measurement Period Adjustments, Accounts receivable | 0 | ||||
Property and equipment | 147 | 147 | 147 | 147 | |
Measurement Period Adjustments, Property and equipment | 0 | ||||
Acquired intangible assets | 391,649 | 389,652 | 391,649 | 391,649 | |
Measurement Period Adjustments, Acquired intangible assets | 1,997 | ||||
Goodwill | 162,514 | 155,865 | 162,514 | 162,514 | |
Measurement Period Adjustments, Goodwill | 6,649 | ||||
Accounts payable and accrued liabilities | (3,580) | (3,580) | (3,580) | (3,580) | |
Measurement Period Adjustments, Accounts payable and accrued liabilities | 0 | ||||
Other non-current liabilities | (6,727) | (4,736) | (6,727) | (6,727) | |
Measurement Period Adjustments, Other non-current liabilities | (1,991) | ||||
Deferred income tax liability | (162,509) | (155,865) | (162,509) | (162,509) | |
Measurement Period Adjustments, Deferred income tax liability | (6,644) | ||||
Total purchase price allocation | $ 381,942 | $ 381,942 | 381,942 | $ 381,942 | |
Measurement Period Adjustments, Total | $ 0 |
Merger with Arbutus Biopharma43
Merger with Arbutus Biopharma Inc. (formerly OnCore BioPharma, Inc.) - Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Pro forma information | ||
Gross Revenue | $ 24,873 | $ 14,953 |
Loss from operations | (109,387) | (51,088) |
Net loss | $ (67,416) | $ (56,491) |
Basic and diluted loss per share (in USD per share) | $ (1.38) | $ (1.24) |
Merger with Arbutus Biopharma44
Merger with Arbutus Biopharma Inc. (formerly OnCore BioPharma, Inc.) - Carrying Value of Intangible Assets After Impairment (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets, carrying value after impairments | $ 352,642 | $ 0 |
Arbutus Inc. | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets, carrying value after impairments | 352,642 | |
Arbutus Inc. | IPR&D Cyclophilins | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets, carrying value after impairments | 0 | |
Arbutus Inc. | IPR&D Immune Modulators | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets, carrying value after impairments | 183,103 | |
Arbutus Inc. | IPR&D Antigen Inhibitors | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets, carrying value after impairments | 36,437 | |
Arbutus Inc. | IPR&D cccDNA Sterilizers | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets, carrying value after impairments | $ 133,102 |
Collaborations, Contracts and45
Collaborations, Contracts and Licensing Agreements (Details) | Dec. 31, 2015USD ($) | Nov. 16, 2014USD ($) | Jan. 13, 2014 | Jan. 13, 2014USD ($) | Jun. 21, 2013USD ($) | May. 10, 2010USD ($) | May. 31, 2015USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Nov. 30, 2013USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2012USD ($) | Mar. 09, 2016USD ($) | Apr. 22, 2014USD ($) | May. 08, 2013USD ($) | Jul. 14, 2010USD ($) | May. 06, 2006chemotherapy_products |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||||||||||||
Revenue | $ 12,686,000 | $ 4,065,000 | $ 3,440,000 | $ 4,682,000 | $ 4,350,000 | $ 4,362,000 | $ 1,811,000 | $ 4,430,000 | $ 24,873,000 | $ 14,953,000 | $ 15,465,000 | ||||||||||||||||
Licensing fees, milestone and royalty payments | 11,564,000 | 3,215,000 | 5,040,000 | ||||||||||||||||||||||||
Deferred revenue | $ 1,081,000 | 1,081,000 | 15,716,000 | 1,081,000 | 15,716,000 | ||||||||||||||||||||||
Number of chemotherapy products with worldwide licenses | chemotherapy_products | 3 | ||||||||||||||||||||||||||
Contracts revenue | 13,309,000 | 11,738,000 | 10,425,000 | ||||||||||||||||||||||||
DoD | |||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||||||||||||
Potential contract funding amount | $ 34,700,000 | ||||||||||||||||||||||||||
Optional exercised contractual option, amount | $ 7,000,000 | 7,000,000 | |||||||||||||||||||||||||
Contracts revenue | 6,764,000 | 8,407,000 | 9,806,000 | ||||||||||||||||||||||||
Monsanto | |||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||||||||||||
Approximate option period | 4 years | ||||||||||||||||||||||||||
Maximum potential transaction value | $ 86,200,000 | $ 2,000,000 | |||||||||||||||||||||||||
Option period extension | 5 months | ||||||||||||||||||||||||||
Payments from inception of contract | 19,300,000 | ||||||||||||||||||||||||||
Revenue | 14,981,000 | ||||||||||||||||||||||||||
Licensing fees, milestone and royalty payments | 10,256,000 | 2,744,000 | 0 | ||||||||||||||||||||||||
Contracts revenue | 4,725,000 | 1,080,000 | 0 | ||||||||||||||||||||||||
BMS | |||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||||||||||||
Deferred revenue | $ 3,000,000 | ||||||||||||||||||||||||||
Length of agreement with Bristol-Myers Squibb | 4 years | ||||||||||||||||||||||||||
Contracts revenue | 0 | 1,741,000 | 526,000 | ||||||||||||||||||||||||
Dicerna | |||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||||||||||||
Licensing fees, milestone and royalty payments | 1,053,000 | 131,000 | 0 | ||||||||||||||||||||||||
Deferred revenue | $ 2,500,000 | ||||||||||||||||||||||||||
Milestone payment | $ 22,000,000 | ||||||||||||||||||||||||||
Performance period to recognize revenue | 28 months | ||||||||||||||||||||||||||
Contracts revenue | 1,820,000 | 510,000 | 0 | ||||||||||||||||||||||||
Talon Therapeutics | |||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||||||||||||
Potential contract funding amount | $ 18,000,000 | ||||||||||||||||||||||||||
Contract extension | Maximum | |||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||||||||||||
Potential contract funding amount | $ 140,000,000 | ||||||||||||||||||||||||||
Alnylam License Agreement | |||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||||||||||||
Licensing fees, milestone and royalty payments | $ 150,000 | $ 5,000,000 | $ 375,000 | ||||||||||||||||||||||||
Marqibo Commercial Sales | |||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||||||||||||
Contracts revenue | $ 1,000,000 | ||||||||||||||||||||||||||
Marqibo | |||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||||||||||||
Royalty revenue | 240,000 | 190,000 | $ 40,000 | ||||||||||||||||||||||||
Accrued royalties | $ 6,000 | $ 6,000 | 6,000 | ||||||||||||||||||||||||
Increase to support development plans | DoD | |||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||||||||||||
Potential contract funding amount | $ 6,970,000 | ||||||||||||||||||||||||||
Increased funding for stage one | DoD | |||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||||||||||||
Potential contract funding amount | $ 2,100,000 | ||||||||||||||||||||||||||
Stage one | DoD | |||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||||||||||||
Potential contract funding amount | $ 43,819,000 | ||||||||||||||||||||||||||
PADCo. | |||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||||||||||||
Equity income (loss) | $ 0 | $ 0 | |||||||||||||||||||||||||
Alnylam and Ascletis Pharmaceuticals | |||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||||||||||||
Licensing fees, milestone and royalty payments | $ 5,000,000 | ||||||||||||||||||||||||||
Subsequent event | PADCo. | Monsanto | |||||||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||||||||||||
Optional exercised contractual option, amount | $ 1,000,000 | ||||||||||||||||||||||||||
Business acquisition, percentage of outstanding shares acquired | 100.00% |
Collaborations, Contracts and46
Collaborations, Contracts and Licensing Agreements - Revenue Recognized Under Collaborations, Contracts and Licensing Agreements (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Collaborations and contracts | |||||||||||
Contracts revenue | $ 13,309 | $ 11,738 | $ 10,425 | ||||||||
Licensing fees, milestone and royalty payments | |||||||||||
Licensing fees, milestone and royalty payments | 11,564 | 3,215 | 5,040 | ||||||||
Total revenue | $ 12,686 | $ 4,065 | $ 3,440 | $ 4,682 | $ 4,350 | $ 4,362 | $ 1,811 | $ 4,430 | 24,873 | 14,953 | 15,465 |
DoD | |||||||||||
Collaborations and contracts | |||||||||||
Contracts revenue | 6,764 | 8,407 | 9,806 | ||||||||
Monsanto | |||||||||||
Collaborations and contracts | |||||||||||
Contracts revenue | 4,725 | 1,080 | 0 | ||||||||
Licensing fees, milestone and royalty payments | |||||||||||
Licensing fees, milestone and royalty payments | 10,256 | 2,744 | 0 | ||||||||
Total revenue | 14,981 | ||||||||||
BMS | |||||||||||
Collaborations and contracts | |||||||||||
Contracts revenue | 0 | 1,741 | 526 | ||||||||
Alnylam License Agreement | |||||||||||
Licensing fees, milestone and royalty payments | |||||||||||
Licensing fees, milestone and royalty payments | 15 | 150 | 5,000 | ||||||||
Dicerna | |||||||||||
Collaborations and contracts | |||||||||||
Contracts revenue | 1,820 | 510 | 0 | ||||||||
Licensing fees, milestone and royalty payments | |||||||||||
Licensing fees, milestone and royalty payments | 1,053 | 131 | 0 | ||||||||
Other RNAi Collaborators | |||||||||||
Collaborations and contracts | |||||||||||
Contracts revenue | 0 | 0 | 93 | ||||||||
Spectrum | |||||||||||
Licensing fees, milestone and royalty payments | |||||||||||
Licensing fees, milestone and royalty payments | $ 240 | $ 190 | $ 40 |
Collaborations, Contracts and47
Collaborations, Contracts and Licensing Agreements - Deferred Collaborations and Contracts Revenue (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 16, 2014 | May. 10, 2010 |
Deferred Revenue Arrangement [Line Items] | ||||
Deferred revenue current portion | $ 868 | $ 5,779 | ||
Deferred revenue long-term portion | 213 | 9,937 | ||
Total deferred revenue | 1,081 | 15,716 | ||
DoD | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Deferred revenue current portion | 15 | 313 | ||
Monsanto | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Deferred revenue current portion | 0 | 4,245 | ||
Deferred revenue long-term portion | 0 | 8,666 | ||
BMS | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Total deferred revenue | $ 3,000 | |||
Dicerna | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Deferred revenue current portion | 853 | 1,221 | ||
Deferred revenue long-term portion | $ 213 | $ 1,271 | ||
Total deferred revenue | $ 2,500 |
Property and Equipment (Details
Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Property, Plant and Equipment [Abstract] | |
Asset impairment charges | $ 0 |
Property and Equipment - Proper
Property and Equipment - Property and Equipment Summary (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 12,912 | $ 12,959 |
Accumulated depreciation | (9,729) | (11,199) |
Net book value | 3,183 | 1,760 |
Lab equipment | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 5,910 | 5,021 |
Accumulated depreciation | (3,748) | (4,451) |
Net book value | 2,162 | 570 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 4,681 | 5,281 |
Accumulated depreciation | (4,189) | (4,796) |
Net book value | 492 | 485 |
Computer hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 2,014 | 2,293 |
Accumulated depreciation | (1,487) | (1,588) |
Net book value | 527 | 705 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 307 | 364 |
Accumulated depreciation | (305) | (364) |
Net book value | $ 2 | $ 0 |
Share Capital (Details)
Share Capital (Details) CAD / shares in Units, $ / shares in Units, CAD in Thousands | Dec. 31, 2015USD ($)compensation_plan$ / sharesshares | Mar. 25, 2015USD ($)$ / sharesshares | Mar. 04, 2015USD ($)shares | Mar. 26, 2014USD ($)$ / sharesshares | Nov. 02, 2013USD ($)$ / sharesshares | Oct. 22, 2013$ / sharesshares | Jun. 22, 2011 | May. 30, 2008CAD / sharesshares | Oct. 22, 2013USD ($)$ / shares | Dec. 31, 2015USD ($)compensation_plan$ / sharesshares | Dec. 31, 2015USD ($)compensation_plan$ / sharesshares | Dec. 31, 2015CADshares | Dec. 31, 2014USD ($)shares | Dec. 31, 2014CADshares | Dec. 31, 2013USD ($)executive_officersshares | Dec. 31, 2013CADshares | Dec. 31, 2015CAD / shares | Jul. 09, 2015shares | May. 08, 2014shares | Dec. 31, 2012shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Stock issued during underwritten public offering (in shares) | 7,500,000 | 2,125,000 | 562,500 | 3,750,000 | ||||||||||||||||
Stock price at public offering (in USD per share) | $ / shares | $ 20.25 | $ 28.50 | $ 8 | $ 8 | $ 8 | |||||||||||||||
Number of additional shares authorized (in Shares) | 318,750 | |||||||||||||||||||
Gross proceeds from issuance of stock | $ | $ 151,875,000 | $ 60,562,000 | $ 34,500,000 | $ 30,000,000 | $ 142,177,000 | $ 56,477,000 | $ 32,038,000 | |||||||||||||
Period for option to purchase additional shares | 30 days | 30 days | ||||||||||||||||||
Payments of stock issuance costs, including commissions and professional fees | $ | $ 9,700,000 | $ 4,085,000 | 2,462,000 | |||||||||||||||||
Proceeds from issuance of common stock, net | $ | $ 142,177,000 | 56,477,000 | $ 32,038,000 | |||||||||||||||||
Warrants exercised (in shares) | 18,750 | 18,750 | 610,478 | 610,478 | ||||||||||||||||
Proceeds from warrant exercises | $ | $ 42,000 | $ 1,583,000 | $ 289,000 | |||||||||||||||||
Common shares issued from warrants exercise | 5,285 | 5,285 | ||||||||||||||||||
Number of share-based compensation plans | compensation_plan | 6 | 6 | 6 | |||||||||||||||||
Options granted (in shares) | 1,125,000 | 1,309,625 | 1,309,625 | |||||||||||||||||
Number of executive officers granted options with new appointments | executive_officers | 2 | |||||||||||||||||||
Number of stock-based compensation awards approved to be issued | 3,135,980 | 3,135,980 | 3,135,980 | 3,500,000 | 800,000 | |||||||||||||||
Options exercisable (in shares) | 938,730 | 938,730 | 938,730 | 1,088,908 | 1,377,091 | |||||||||||||||
Weighted average remaining contractual life of exercisable options | 6 years 1 month 6 days | 6 years 1 month 6 days | ||||||||||||||||||
Aggregate intrinsic value of in-the-money options exercisable | $ | $ 994,000 | $ 994,000 | $ 994,000 | |||||||||||||||||
Weighted average remaining contractual life for options expected to vest | 9 years 1 month 6 days | 9 years 1 month 6 days | ||||||||||||||||||
Average exercise price for options expected to vest | (per share) | $ 15.54 | $ 15.54 | $ 15.54 | CAD 21.51 | ||||||||||||||||
Aggregate intrinsic value of option expected to vest | $ | $ 10,000 | $ 10,000 | $ 10,000 | $ 2,626,000 | $ 943,000 | |||||||||||||||
Total fair value of options that vested during period | $ | $ 1,718,000 | $ 2,505,000 | $ 955,000 | |||||||||||||||||
Risk-free interest rate | 0.48% | 0.48% | 1.00% | 1.00% | ||||||||||||||||
Expected volatility | 49.07% | 49.07% | 85.22% | 85.22% | ||||||||||||||||
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | ||||||||||||||||
Expected average term (years) | 7 months 6 days | 7 months 6 days | 6 months | 6 months | ||||||||||||||||
Unearned compensation expense | $ | $ 11,972,000 | $ 11,972,000 | $ 11,972,000 | |||||||||||||||||
Unearned compensation expense, recognition period | 16 months | 16 months | ||||||||||||||||||
Number of options outstanding (in shares) | 2,519,831 | 2,519,831 | 2,519,831 | |||||||||||||||||
Potential Proceeds of Additional Shares Authorized | $ | $ 22,781,000 | $ 9,084,000 | ||||||||||||||||||
Cashless Exercise Provision | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Warrants exercised (in shares) | 0 | 0 | 6,000 | 6,000 | ||||||||||||||||
Unexpired repurchase rights on shares issued to Arbutus Inc. | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Unearned compensation expense | $ | $ 35,967,000 | $ 35,967,000 | $ 35,967,000 | |||||||||||||||||
Unearned compensation expense, recognition period | 12 months | 12 months | ||||||||||||||||||
2007 Plan | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Option vesting period | 3 years | |||||||||||||||||||
2007 Plan | Maximum | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Expected option term | 10 years | |||||||||||||||||||
2011 Plan | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Option vesting period | 3 years | |||||||||||||||||||
2011 Plan | Maximum | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Expected option term | 10 years | |||||||||||||||||||
Designated Plans | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Options granted (in shares) | 200,000 | 200,000 | ||||||||||||||||||
Arbutus Plans | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Expected option term | 7 years 6 months | 7 years 6 months | 8 years 9 months 18 days | 8 years 9 months 18 days | 9 years 7 months 6 days | 9 years 7 months 6 days | ||||||||||||||
Options granted (in shares) | 1,309,625 | 1,309,625 | 431,125 | 431,125 | 270,250 | 270,250 | ||||||||||||||
Risk-free interest rate | 0.00% | 0.00% | ||||||||||||||||||
Options exercised - Aggregate intrinsic value | $ 5,386,000 | CAD 6,887 | $ 6,926,000 | CAD 7,650 | $ 535,000 | CAD 551 | ||||||||||||||
Number of options outstanding (in shares) | 2,290,263 | 2,290,263 | 2,290,263 | 1,530,138 | 1,730,765 | 1,648,846 | ||||||||||||||
Protiva Option Plan | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Aggregate intrinsic value of in-the-money options exercisable | $ | $ 187,000 | $ 187,000 | $ 187,000 | |||||||||||||||||
Shares reserved for future exercise | 350,457 | |||||||||||||||||||
Option exercise price (in CAD per share) | CAD / shares | CAD 0.30 | |||||||||||||||||||
Conversion of stock, shares converted (in shares) | 0.6752 | |||||||||||||||||||
Protiva Option Plan | Revised new common shares | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Shares reserved for future exercise | 519,073 | |||||||||||||||||||
Protiva Option Plan | Protiva Share Options | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Weighted average remaining contractual life of exercisable options | 1 year 9 months 18 days | 1 year 9 months 18 days | ||||||||||||||||||
Options exercised - Aggregate intrinsic value | $ | $ 1,249,000 | $ 378,000 | $ 8,000 | |||||||||||||||||
OnCore Option Plan | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Number of stock-based compensation awards approved to be issued | 184,332 | |||||||||||||||||||
Fair value of consideration issued | $ | $ 3,287,000 | |||||||||||||||||||
Options exercisable (in shares) | 86,658 | 86,658 | 86,658 | |||||||||||||||||
Weighted average remaining contractual life of exercisable options | 8 years 10 months 24 days | |||||||||||||||||||
Aggregate intrinsic value of in-the-money options exercisable | $ | $ 337,000 | $ 337,000 | $ 337,000 | |||||||||||||||||
Weighted average remaining contractual life for options expected to vest | 8 years 10 months 24 days | 8 years 10 months 24 days | ||||||||||||||||||
Average exercise price for options expected to vest | $ / shares | $ 0.57 | $ 0.57 | $ 0.57 | |||||||||||||||||
Aggregate intrinsic value of option expected to vest | $ | $ 695,000 | $ 695,000 | $ 695,000 | |||||||||||||||||
Total fair value of options that vested during period | $ | 620,000 | |||||||||||||||||||
Risk-free interest rate | 0.97% | |||||||||||||||||||
Expected volatility | 78.00% | |||||||||||||||||||
Dividend yield | 0.00% | |||||||||||||||||||
Expected average term (years) | 8 years | |||||||||||||||||||
Business acquisition, fair value amount attributed as pre-combination service and included as part of acquisition consideration | $ | $ 1,127,000 | |||||||||||||||||||
Business acquisition, post-combination attribution recognized as compensation expense | $ | $ 2,160,000 | |||||||||||||||||||
Stock-based compensation expense | $ | $ 463,000 | |||||||||||||||||||
Options exercisable weighted average exercise price | $ / shares | $ 0.57 | $ 0.57 | $ 0.57 | |||||||||||||||||
Number of options outstanding (in shares) | 183,040 | 183,040 | 183,040 | 183,040 | ||||||||||||||||
OnCore Option Plan | Equivalent number of Company common shares | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||
Options exercisable (in shares) | 87,269 | 87,269 | 87,269 | |||||||||||||||||
Number of options outstanding (in shares) | 184,332 | 184,332 | 184,332 | 184,332 |
Share Capital - Summary of Warr
Share Capital - Summary of Warrant Activity (Details) CAD / shares in Units, $ / shares in Units, CAD in Thousands, $ in Thousands | 12 Months Ended | ||||||||
Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2015CADCAD / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2014CADCAD / sharesshares | Dec. 31, 2013USD ($)$ / shares | Dec. 31, 2013CADCAD / sharesshares | Dec. 31, 2015$ / sharesshares | Dec. 31, 2014$ / sharesshares | Dec. 31, 2013$ / sharesshares | |
Class Of Warrant Or Right Number Of Securities Called By Warrants Or Rights [Roll Forward] | |||||||||
Balance, Common shares purchasable upon exercise of warrants | 379,500 | 398,250 | 1,014,728 | 379,500 | 398,250 | 1,014,728 | |||
Exercised, Common shares purchasable upon exercise of warrants | (18,750) | (18,750) | (616,478) | (616,478) | |||||
Balance, Weighted average exercise price | (per share) | CAD 2.95 | CAD 2.95 | CAD 2.90 | $ 2.13 | $ 2.67 | $ 2.72 | |||
Exercised, Weighted average exercise price | (per share) | $ 2.25 | CAD 2.88 | $ 2.80 | CAD 3.09 | |||||
Balance, Weighted average remaining contractual life | 9 months 18 days | 9 months 18 days | 1 year 9 months 18 days | 1 year 9 months 18 days | 2 years 8 months 12 days | 2 years 8 months 12 days | |||
Balance, Aggregate intrinsic value | $ 879 | CAD 1,217 | $ 5,343 | CAD 5,902 | $ 5,298 | CAD 5,635 | |||
Minimum | |||||||||
Class Of Warrant Or Right Number Of Securities Called By Warrants Or Rights [Roll Forward] | |||||||||
Balance, Range of exercise prices | (per share) | $ 2.03 | CAD 2.60 | $ 2.35 | CAD 2.60 | $ 2.44 | CAD 2.60 | |||
Exercised, Range of exercise prices | (per share) | 2.03 | 2.60 | 2.35 | 2.60 | |||||
Maximum | |||||||||
Class Of Warrant Or Right Number Of Securities Called By Warrants Or Rights [Roll Forward] | |||||||||
Balance, Range of exercise prices | (per share) | 2.62 | 3.35 | 3.03 | 3.35 | $ 3.15 | CAD 3.35 | |||
Exercised, Range of exercise prices | (per share) | $ 2.62 | CAD 3.35 | $ 3.03 | CAD 3.35 |
Share Capital - Black-Scholes O
Share Capital - Black-Scholes Option-pricing Assumptions (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Stockholders' Equity Note [Abstract] | ||
Dividend yield | 0.00% | 0.00% |
Expected volatility | 49.07% | 85.22% |
Risk-free interest rate | 0.48% | 1.00% |
Expected average term (years) | 7 months 6 days | 6 months |
Fair value of warrants outstanding (in USD per share) | $ 2.33 | $ 12.80 |
Aggregate fair value of warrants outstanding | $ 883 | $ 5,099 |
Number of warrants outstanding (in shares) | 379,500 | 398,250 |
Share Capital - Stock Option Ac
Share Capital - Stock Option Activity (Details) CAD / shares in Units, $ / shares in Units, CAD in Thousands, $ in Thousands | Mar. 25, 2015shares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2015CADCAD / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2014CADCAD / sharesshares | Dec. 31, 2013USD ($)$ / sharesshares | Dec. 31, 2013CADCAD / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||||
Options granted (in shares) | 1,125,000 | 1,309,625 | 1,309,625 | ||||
Balance - Number of optioned common shares (in shares) | 2,519,831 | 2,519,831 | |||||
Arbutus Plans | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||||
Balance - Number of optioned common shares (in shares) | 1,530,138 | 1,530,138 | 1,730,765 | 1,730,765 | 1,648,846 | 1,648,846 | |
Balance - Weighted average exercise price | (per share) | $ 6.29 | CAD 6.95 | $ 4.32 | CAD 4.45 | $ 4.54 | CAD 4.54 | |
Balance - Aggregate intrinsic value | $ 15,004 | CAD 16,573 | $ 6,826 | CAD 7,030 | $ 2,301 | CAD 2,300 | |
Options granted (in shares) | 1,309,625 | 1,309,625 | 431,125 | 431,125 | 270,250 | 270,250 | |
Options granted - Weighted average exercise price | (per share) | $ 16.57 | $ 12.34 | CAD 13.63 | $ 7.30 | CAD 7.52 | ||
Options exercised (in shares) | (398,293) | (398,293) | (622,752) | (622,752) | (124,246) | (124,246) | |
Options exercised - Weighted average exercise price | (per share) | $ 3.93 | CAD 5.03 | $ 4.18 | CAD 4.62 | $ 3.13 | CAD 3.22 | |
Options exercised - Aggregate intrinsic value | $ 5,386 | CAD 6,887 | $ 6,926 | CAD 7,650 | $ 535 | CAD 551 | |
Options forfeited, cancelled or expired - Number of optioned common shares (in shares) | (151,207) | (151,207) | (9,000) | (9,000) | (64,085) | (64,085) | |
Options forfeited, cancelled or expired - Weighted average exercise price | (per share) | $ 15.09 | CAD 19.29 | $ 7.42 | CAD 8.20 | $ 21.23 | CAD 21.87 | |
Balance - Number of optioned common shares (in shares) | 2,290,263 | 2,290,263 | 1,530,138 | 1,530,138 | 1,730,765 | 1,730,765 | |
Balance - Weighted average exercise price | (per share) | $ 11.22 | CAD 15.53 | $ 6.29 | CAD 6.95 | $ 4.32 | CAD 4.45 | |
Balance - Aggregate intrinsic value | $ 994 | CAD 1,376 | $ 15,004 | CAD 16,573 | $ 6,826 | CAD 7,030 |
Share Capital - Stock Options O
Share Capital - Stock Options Outstanding (Details) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Range 1 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise prices - Low | $ 1.08 |
Range of Exercise prices - High | $ 1.37 |
Number of options outstanding (in shares) | shares | 102,800 |
Weighted average remaining contractual life (years) | 4 years 10 months 24 days |
Balance - Weighted average exercise price | $ 1.24 |
Number of options exercisable (in shares) | shares | 102,800 |
Weighted average exercise price | $ 1.24 |
Range 2 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise prices - Low | 1.52 |
Range of Exercise prices - High | $ 1.88 |
Number of options outstanding (in shares) | shares | 120,475 |
Weighted average remaining contractual life (years) | 5 years 9 months 18 days |
Balance - Weighted average exercise price | $ 1.66 |
Number of options exercisable (in shares) | shares | 120,475 |
Weighted average exercise price | $ 1.66 |
Range 3 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise prices - Low | 2.17 |
Range of Exercise prices - High | $ 2.78 |
Number of options outstanding (in shares) | shares | 83,000 |
Weighted average remaining contractual life (years) | 2 years 10 months 24 days |
Balance - Weighted average exercise price | $ 2.56 |
Number of options exercisable (in shares) | shares | 83,000 |
Weighted average exercise price | $ 2.56 |
Range 4 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise prices - Low | 3.24 |
Range of Exercise prices - High | $ 4.70 |
Number of options outstanding (in shares) | shares | 288,960 |
Weighted average remaining contractual life (years) | 5 years 4 months 24 days |
Balance - Weighted average exercise price | $ 3.84 |
Number of options exercisable (in shares) | shares | 268,900 |
Weighted average exercise price | $ 3.83 |
Range 5 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise prices - Low | 5.10 |
Range of Exercise prices - High | $ 7.50 |
Number of options outstanding (in shares) | shares | 261,923 |
Weighted average remaining contractual life (years) | 7 years 8 months 12 days |
Balance - Weighted average exercise price | $ 6.33 |
Number of options exercisable (in shares) | shares | 175,112 |
Weighted average exercise price | $ 6.12 |
Range 6 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise prices - Low | 8.38 |
Range of Exercise prices - High | $ 10.04 |
Number of options outstanding (in shares) | shares | 176,813 |
Weighted average remaining contractual life (years) | 8 years 8 months 12 days |
Balance - Weighted average exercise price | $ 9.35 |
Number of options exercisable (in shares) | shares | 99,189 |
Weighted average exercise price | $ 9.24 |
Range 7 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise prices - Low | 10.69 |
Range of Exercise prices - High | $ 13.39 |
Number of options outstanding (in shares) | shares | 129,417 |
Weighted average remaining contractual life (years) | 8 years 2 months 12 days |
Balance - Weighted average exercise price | $ 11.93 |
Number of options exercisable (in shares) | shares | 79,252 |
Weighted average exercise price | $ 11.90 |
Range 8 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise prices - Low | 13.40 |
Range of Exercise prices - High | $ 17.57 |
Number of options outstanding (in shares) | shares | 1,126,875 |
Weighted average remaining contractual life (years) | 9 years 2 months 12 days |
Balance - Weighted average exercise price | $ 17.02 |
Number of options exercisable (in shares) | shares | 10,002 |
Weighted average exercise price | $ 17.57 |
Total Range | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise prices - Low | 1.08 |
Range of Exercise prices - High | $ 17.57 |
Number of options outstanding (in shares) | shares | 2,290,263 |
Weighted average remaining contractual life (years) | 7 years 10 months 24 days |
Balance - Weighted average exercise price | $ 11.22 |
Number of options exercisable (in shares) | shares | 938,730 |
Weighted average exercise price | $ 4.98 |
Share Capital - Non-vested Stoc
Share Capital - Non-vested Stock Option Activity (Details) | Mar. 25, 2015shares | Dec. 31, 2015CAD / sharesshares | Dec. 31, 2015$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |||
Non-vested, beginning balance (in shares) | 441,230 | 441,230 | |
Non-vested, beginning balance, weighted average fair value | (per share) | CAD 9.30 | $ 8.42 | |
Options granted (in shares) | 1,125,000 | 1,309,625 | 1,309,625 |
Options granted | (per share) | CAD 15.20 | $ 11.89 | |
Options vested (in shares) | (250,461) | (250,461) | |
Options vested | (per share) | CAD 8.77 | $ 6.86 | |
Non-vested options forfeited (in shares) | (148,853) | (148,853) | |
Non-vested options forfeited | (per share) | CAD 14.27 | $ 11.16 | |
Non-vested, ending balance (in shares) | 1,351,541 | 1,351,541 | |
Non-vested, ending balance, weighted average fair value | (per share) | CAD 15.69 | $ 11.34 |
Share Capital - Weighted Averag
Share Capital - Weighted Average Option Pricing Assumptions (Details) - Arbutus Plans | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected volatility | 76.88% | 101.08% | 111.61% |
Risk-free interest rate | 1.10% | 2.25% | 2.39% |
Expected average option term | 7 years 6 months | 8 years 9 months 18 days | 9 years 7 months 6 days |
Share Capital - Outstanding Opt
Share Capital - Outstanding Options Under the Protiva Option Plan (Details) | 12 Months Ended | ||||||||||
Dec. 31, 2015CAD / sharesshares | Dec. 31, 2015CAD / shares$ / sharesshares | Dec. 31, 2014CAD / sharesshares | Dec. 31, 2014CAD / shares$ / sharesshares | Dec. 31, 2013CAD / sharesshares | Dec. 31, 2013CAD / shares$ / sharesshares | Dec. 31, 2015$ / sharesshares | Dec. 31, 2014$ / sharesshares | Dec. 31, 2013$ / sharesshares | Dec. 31, 2012CAD / sharesshares | Dec. 31, 2012$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||||||||
Balance - Number of optioned common shares (in shares) | 2,519,831 | 2,519,831 | 2,519,831 | ||||||||
Protiva Share Options | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||||||||
Balance - Number of optioned common shares (in shares) | 67,000 | 67,000 | 433,740 | 433,740 | 472,885 | 472,885 | 67,000 | 433,740 | 472,885 | 475,885 | 475,885 |
Balance, Weighted average exercise price | (per share) | CAD 0.30 | CAD 0.30 | CAD 0.30 | CAD 0.30 | CAD 0.30 | CAD 0.30 | $ 0.22 | $ 0.27 | $ 0.29 | CAD 0.30 | $ 0.30 |
Options exercised (in shares) | (358,675) | (358,675) | (38,145) | (38,145) | (2,000) | (2,000) | |||||
Options exercised - Weighted average exercise price | (per share) | CAD 0.30 | CAD 0.23 | CAD 0.30 | CAD 0.27 | CAD 0.30 | CAD 0.29 | |||||
Options forfeited, canceled or expired (in shares) | (8,065) | (8,065) | (1,000) | (1,000) | (1,000) | (1,000) | |||||
Options forfeited, cancelled or expired - Weighted average exercise price | (per share) | CAD 0.30 | CAD 0.23 | CAD 0.30 | CAD 0.27 | CAD 0.30 | CAD 0.29 | |||||
Equivalent number of Company common shares | Protiva Share Options | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||||||||
Balance - Number of optioned common shares (in shares) | 45,236 | 45,236 | 292,845 | 292,845 | 319,274 | 319,274 | 45,236 | 292,845 | 319,274 | 321,299 | 321,299 |
Options exercised (in shares) | (242,164) | (242,164) | (25,754) | (25,754) | (1,350) | (1,350) | |||||
Options forfeited, canceled or expired (in shares) | (5,445) | (5,445) | (675) | (675) | (675) | (675) |
Share Capital - Outstanding O58
Share Capital - Outstanding Options Under the OnCore Option Plan (Details) | 10 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Balance - Number of optioned common shares (in shares) | 2,519,831 |
OnCore Option Plan | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Balance - Number of optioned common shares (in shares) | 183,040 |
Balance - Weighted average exercise price | $ / shares | $ 0.57 |
Options exercised (in shares) | 0 |
Options forfeited, canceled or expired (in shares) | 0 |
Balance - Number of optioned common shares (in shares) | 183,040 |
Balance - Weighted average exercise price | $ / shares | $ 0.57 |
Equivalent number of Company common shares | OnCore Option Plan | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Balance - Number of optioned common shares (in shares) | 184,332 |
Options exercised (in shares) | 0 |
Options forfeited, canceled or expired (in shares) | 0 |
Balance - Number of optioned common shares (in shares) | 184,332 |
Share Capital - Non-vested St59
Share Capital - Non-vested Stock Option Activity OnCore Option Plan (Details) | 10 Months Ended | 12 Months Ended | ||
Dec. 31, 2015CAD / sharesshares | Dec. 31, 2015$ / sharesshares | Dec. 31, 2015CAD / sharesshares | Dec. 31, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | ||||
Non-vested, beginning balance (in shares) | 441,230 | 441,230 | ||
Non-vested, beginning balance, weighted average fair value | (per share) | CAD 9.30 | $ 8.42 | ||
Options vested (in shares) | (250,461) | (250,461) | ||
Options vested | (per share) | CAD 8.77 | $ 6.86 | ||
Non-vested options forfeited (in shares) | (148,853) | (148,853) | ||
Non-vested, ending balance (in shares) | 1,351,541 | 1,351,541 | 1,351,541 | 1,351,541 |
Non-vested, ending balance, weighted average fair value | (per share) | CAD 15.69 | $ 11.34 | CAD 15.69 | $ 11.34 |
OnCore Option Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | ||||
Non-vested, beginning balance (in shares) | 128,510 | 128,510 | ||
Non-vested, beginning balance, weighted average fair value | $ / shares | $ 16.42 | |||
Options vested (in shares) | (32,128) | (32,128) | ||
Options vested | $ / shares | $ 16.42 | |||
Non-vested options forfeited (in shares) | 0 | 0 | ||
Non-vested, ending balance (in shares) | 96,382 | 96,382 | 96,382 | 96,382 |
Non-vested, ending balance, weighted average fair value | $ / shares | $ 16.42 | $ 16.42 | ||
Equivalent number of Company common shares | OnCore Option Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | ||||
Non-vested, beginning balance (in shares) | 129,417 | 129,417 | ||
Options vested (in shares) | (32,354) | (32,354) | ||
Non-vested options forfeited (in shares) | 0 | 0 | ||
Non-vested, ending balance (in shares) | 97,063 | 97,063 | 97,063 | 97,063 |
Share Capital - Location Of Exp
Share Capital - Location Of Expenses for Stock-based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 22,093 | $ 3,283 | $ 903 |
Research, development, collaborations and contracts expenses | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 7,868 | 2,343 | 622 |
General and administrative expenses | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 14,225 | $ 940 | $ 281 |
Government Grants and Refunda61
Government Grants and Refundable Investment Tax Credits (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Government Grants and Refundable Investment Tax Credits [Line Items] | ||||
Contracts revenue | $ 13,309 | $ 11,738 | $ 10,425 | |
Revenue from government grants | 1,245 | 172 | ||
Investment tax credit | $ 196 | $ 52 | ||
ISARIC | ||||
Government Grants and Refundable Investment Tax Credits [Line Items] | ||||
Contracts revenue | $ 1,098 |
Income Taxes (Details)
Income Taxes (Details) $ in Thousands | Nov. 23, 2011CAD | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) |
Income Taxes [Line Items] | ||||
Canadian federal and provincial income tax rate | 26.00% | 26.00% | 26.00% | |
Research and development credits | $ 483 | |||
Scientific research and experimental development expenditures available for indefinite carry-forward | 13,932 | $ 6,578 | ||
Deferred tax assets, operating loss carryforwards, subject to expiration | 17,235 | |||
Patent tax refund percentage | 75.00% | |||
Income tax refund maximum from patents | 24 | 0 | $ 10 | |
Total deferred tax assets | 37,818 | |||
Valuation allowance | 41,494 | 37,818 | ||
Maximum | ||||
Income Taxes [Line Items] | ||||
Income tax refund maximum from patents | CAD | CAD 8,000,000 | |||
Investment tax credit carryforward | ||||
Income Taxes [Line Items] | ||||
Investment tax credits available to reduce Canadian federal income taxes | 7,969 | 7,866 | ||
Investment tax credits available to reduce provincial income taxes | 3,869 | 3,401 | ||
Research tax credit carryforward | ||||
Income Taxes [Line Items] | ||||
Scientific research and experimental development expenditures available for indefinite carry-forward | 51,823 | 49,907 | ||
Deferred tax assets, operating loss carryforwards, subject to expiration | $ 24,745 | 25,301 | ||
Recast adjustment | ||||
Income Taxes [Line Items] | ||||
Total deferred tax assets | 8,424 | |||
Valuation allowance | $ 8,424 |
Income Taxes - Income Tax Recon
Income Taxes - Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Computed taxes (recoveries) at Canadian federal and provincial tax rates | $ (20,100) | $ (10,097) | $ (3,486) |
Differences due to change in enacted tax rates | 0 | 0 | (9) |
Permanent and other differences | 8,113 | 3,498 | 1,088 |
Change in valuation allowance - other | 3,676 | 6,599 | 2,407 |
Difference due to income taxed at foreign rates | (7,874) | 0 | 0 |
Deferred income tax recovery | $ (16,185) | $ 0 | $ 0 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Components of Deferred Tax Assets [Line Items] | ||
Non-capital loss carryforwards | $ 13,932 | $ 6,578 |
Research and development deductions | 13,474 | 14,006 |
Book amortization in excess of tax | 2,142 | 2,745 |
Share issue costs | 777 | 1,195 |
Revenue recognized for tax purposes in excess of revenue recognized for accounting purposes | 281 | 4,086 |
Tax value in excess of accounting value in lease inducements | 77 | 65 |
In-process research and development | (146,324) | 0 |
Upfront license fees | 629 | 0 |
Total deferred tax liabilities | (104,830) | |
Total deferred tax assets | 37,818 | |
Valuation allowance | (41,494) | (37,818) |
Net deferred tax liabilities | (146,324) | |
Net deferred tax assets | 0 | |
Federal | ||
Components of Deferred Tax Assets [Line Items] | ||
Investment tax credits | 6,303 | 5,821 |
Provincial | ||
Components of Deferred Tax Assets [Line Items] | ||
Investment tax credits | $ 3,879 | $ 3,322 |
Contingencies and Commitments -
Contingencies and Commitments - Minimum Rent and Estimated Operating Cost Commitment, Net Lease Inducements (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Year ended December 31, 2016 | $ 1,229 |
Year ended December 31, 2017 | 938 |
Year ended December 31, 2018 | 938 |
Year ended December 31, 2019 | 547 |
Future minimum rent and estimated operating cost commitment, net of lease inducements | $ 3,652 |
Contingencies and Commitments66
Contingencies and Commitments (Details) CAD in Thousands | Jan. 16, 2015USD ($) | Nov. 29, 2012USD ($) | Jan. 31, 2015USD ($) | Nov. 30, 2014USD ($) | Oct. 31, 2014USD ($)program | Sep. 30, 2014USD ($) | Feb. 28, 2014USD ($)compound_series | Dec. 31, 2015USD ($) | Dec. 31, 2015CAD | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Mar. 31, 2004USD ($) | Mar. 31, 2004CAD | Dec. 31, 2015CAD | Jan. 11, 2015USD ($) | Dec. 30, 2014USD ($)compound_series |
Contingencies and Commitments [Line Items] | ||||||||||||||||
Lease expense | $ 1,158,000 | $ 1,133,000 | $ 1,225,000 | |||||||||||||
Percent of costs funded by TPC | 27.00% | 27.00% | ||||||||||||||
Maximum contribution for product | $ 7,179,000 | CAD 9,330 | ||||||||||||||
Cumulative contribution for product | $ 2,675,000 | CAD 3,702 | ||||||||||||||
Royalty guarantees commitments percentage | 2.50% | 2.50% | ||||||||||||||
Increase in fair value of contingent consideration | $ 770,000 | 0 | 0 | |||||||||||||
OnCore | Enantigen | ||||||||||||||||
Contingencies and Commitments [Line Items] | ||||||||||||||||
Business combination, high end of payment upon achievement of certain triggering events | $ 21,000,000 | |||||||||||||||
Programs in pre-clinical development | program | 2 | |||||||||||||||
Business combination, regulatory, development and sales milestone payments estimated fair value | 7,497,000 | $ 6,727,000 | ||||||||||||||
Increase in fair value of contingent consideration | 770,000 | |||||||||||||||
Arbitration with the University of British Columbia | ||||||||||||||||
Contingencies and Commitments [Line Items] | ||||||||||||||||
Loss contingency, damages sought for allegedly unpaid royalties | $ 3,500,000 | |||||||||||||||
Marina | ||||||||||||||||
Contingencies and Commitments [Line Items] | ||||||||||||||||
Upfront fee | $ 300,000 | |||||||||||||||
Milestone payment | $ 3,250,000 | 200,000 | ||||||||||||||
Arcturus | ||||||||||||||||
Contingencies and Commitments [Line Items] | ||||||||||||||||
Milestone payment | $ 250,000 | |||||||||||||||
Blumberg and Drexel | OnCore | ||||||||||||||||
Contingencies and Commitments [Line Items] | ||||||||||||||||
License fee | $ 50,000 | $ 150,000 | ||||||||||||||
Development and regulatory milestones payment per licensed compound series, maximum | $ 1,000,000 | 3,500,000 | ||||||||||||||
Sales performance milestones payment per licensed product, maximum | $ 92,500,000 | |||||||||||||||
Number of series of compounds | compound_series | 3 | |||||||||||||||
Blumberg | Arbutus Inc. | ||||||||||||||||
Contingencies and Commitments [Line Items] | ||||||||||||||||
Research funding per year under research collaboration and funding agreement | $ 1,000,000 | |||||||||||||||
Research funding period | 3 years | |||||||||||||||
Research funding period, renewable option | 3 years | |||||||||||||||
Research funding agreement exclusive license upfront payment | $ 100,000 | |||||||||||||||
Research funding agreement exclusive license maximum development and regulatory milestone payments | 8,100,000 | |||||||||||||||
Research funding agreement license maximum commercialization milestone payments | $ 92,500,000 | |||||||||||||||
NeuroVive | Arbutus Inc. | ||||||||||||||||
Contingencies and Commitments [Line Items] | ||||||||||||||||
License fee | $ 1,000,000 | |||||||||||||||
Cytos | Arbutus Inc. | ||||||||||||||||
Contingencies and Commitments [Line Items] | ||||||||||||||||
Development and regulatory milestones payment per licensed compound series, maximum | $ 67,000,000 | |||||||||||||||
Sales performance milestones payment per licensed product, maximum | $ 110,000,000 | |||||||||||||||
Number of series of compounds | compound_series | 6 | |||||||||||||||
Marqibo | ||||||||||||||||
Contingencies and Commitments [Line Items] | ||||||||||||||||
Royalty revenue | 240,000 | |||||||||||||||
Royalty payable | 6,000 | $ 190,000 | $ 1,000 | |||||||||||||
Royalties paid or accrued | 12,000 | |||||||||||||||
Contractual obligation | $ 2,664,000 | CAD 3,687 |
Concentrations of Business Ri67
Concentrations of Business Risk (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Risks and Uncertainties [Abstract] | ||
Accounts receivable | $ 1,008 | $ 1,903 |
Concentrations of Business Ri68
Concentrations of Business Risk - Net Liquidity of the Company (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Risks and Uncertainties [Abstract] | ||
Cash, cash equivalents and short-term investments | $ 181,304 | $ 112,161 |
Less: Accounts payable and accrued liabilities | (8,827) | (9,328) |
Net liquidity | $ 172,477 | $ 102,833 |
Concentrations of Business Ri69
Concentrations of Business Risk - Foreign Currency Exposure (Details) CAD in Thousands, $ in Thousands | Dec. 31, 2015USD ($) | Dec. 31, 2015CAD | Dec. 31, 2014USD ($) | Dec. 31, 2014CAD |
Intercompany Foreign Currency Balance [Line Items] | ||||
Cash, cash equivalents and short-term investments | $ | $ 181,304 | $ 112,161 | ||
Accounts receivable | $ | 1,008 | 1,903 | ||
Accrued revenue | $ | 128 | 538 | ||
Accounts payable and accrued liabilities | $ | $ (8,827) | $ (9,328) | ||
Foreign currency exposure | ||||
Intercompany Foreign Currency Balance [Line Items] | ||||
Cash, cash equivalents and short-term investments | CAD 213,419 | CAD 75,224 | ||
Accounts receivable | 1,071 | 1,942 | ||
Accrued revenue | 178 | 624 | ||
Accounts payable and accrued liabilities | (8,061) | (4,494) | ||
Exposure to US dollar | CAD 206,607 | CAD 73,296 |
Supplementary Information (Deta
Supplementary Information (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Trade accounts payable | $ 2,610 | $ 2,044 |
Research and development accruals | 2,358 | 2,391 |
License fee accruals | 0 | 250 |
Professional fee accruals | 640 | 1,294 |
Deferred lease inducements | 297 | 250 |
Payroll accruals | 2,331 | 2,873 |
Other accrued liabilities | 591 | 226 |
Accounts payable and accrued liabilities | $ 8,827 | $ 9,328 |
Interim Financial Data (Unaud71
Interim Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 12,686 | $ 4,065 | $ 3,440 | $ 4,682 | $ 4,350 | $ 4,362 | $ 1,811 | $ 4,430 | $ 24,873 | $ 14,953 | $ 15,465 |
Loss from operations | (11,758) | (58,138) | (14,420) | (18,006) | (10,747) | (6,844) | (9,423) | (5,958) | (102,322) | (33,434) | (12,152) |
Net loss | $ (5,264) | $ (28,982) | $ (14,886) | $ (11,989) | $ (6,168) | $ (8,604) | $ (6,081) | $ (17,984) | $ (61,121) | $ (38,837) | $ (14,063) |
Basic and diluted net loss per share (in USD per share) | $ (0.10) | $ (0.57) | $ (0.27) | $ (0.40) | $ (0.27) | $ (0.39) | $ (0.28) | $ (0.91) | $ (1.34) | $ (1.80) |
Subsequent Events (Details)
Subsequent Events (Details) - Monsanto - PADCo. - Subsequent event $ in Thousands | Mar. 09, 2016USD ($) |
Subsequent Event [Line Items] | |
Business acquisition, percentage of outstanding shares acquired | 100.00% |
Optional exercised contractual option, amount | $ 1,000 |