Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 08, 2019 | |
Document And Entity Information [Abstract] | ||
Trading Symbol | SESN | |
Entity Registrant Name | Sesen Bio, Inc. | |
Entity Central Index Key | 0001485003 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Transition Period Flag | true | |
Entity Common Stock, Shares Outstanding | 77,464,781 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 42,437 | $ 50,422 |
Prepaid expenses and other current assets | 3,014 | 1,334 |
Total current assets | 45,451 | 51,756 |
Property and equipment, net | 272 | 321 |
Restricted cash | 20 | 20 |
Intangible assets | 46,400 | 46,400 |
Goodwill | 13,064 | 13,064 |
Other assets | 232 | 0 |
Total assets | 105,439 | 111,561 |
Current liabilities: | ||
Accounts payable | 1,683 | 1,367 |
Accrued expenses | 5,234 | 4,746 |
Other current liabilities | 136 | 0 |
Total current liabilities | 7,053 | 6,113 |
Other liabilities | 398 | 313 |
Deferred tax liability | 12,528 | 12,528 |
Contingent consideration | 47,400 | 48,400 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value per share; 5,000,000 shares authorized at March 31, 2019 and December 31, 2018 and no shares issued and outstanding at March 31, 2019 and December 31, 2018 | 0 | 0 |
Common stock, $0.001 par value per share; 200,000,000 shares authorized at March 31, 2019 and December 31, 2018 and 77,464,781 and 77,456,180 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively | 77 | 77 |
Additional paid-in capital | 230,487 | 230,154 |
Accumulated deficit | (192,504) | (186,024) |
Total stockholders’ equity | 38,060 | 44,207 |
Total liabilities and stockholders’ equity | $ 105,439 | $ 111,561 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 77,464,781 | 77,456,180 |
Common stock, shares outstanding (in shares) | 77,464,781 | 77,456,180 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Operating expenses: | ||
Research and development | $ 4,686 | $ 3,255 |
General and administrative | 3,055 | 1,952 |
Gain from change in fair value of contingent consideration | (1,000) | (1,200) |
Total operating expenses | 6,741 | 4,007 |
Loss from operations | (6,741) | (4,007) |
Other income: | ||
Other income, net | 261 | 44 |
Total other income, net | 261 | 44 |
Net loss and comprehensive loss | $ (6,480) | $ (3,963) |
Net loss per share — basic and diluted (in dollars per share) | $ (0.08) | $ (0.11) |
Weighted-average number of common shares used in net loss per share- basic and diluted (in shares) | 77,458 | 35,674 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance (in shares) | 34,702,565 | |||
Beginning balance at Dec. 31, 2017 | $ 18,034 | $ 35 | $ 170,330 | $ (152,331) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance (in shares) | 43,105,466 | |||
Exercise of stock options and vesting of restricted stock awards | 0 | 0 | ||
Exercise of stock options and vesting of restricted stock awards (in shares) | 4,430 | |||
Issuance of common stock pursuant to the 2014 ESPP | 10 | 10 | ||
Issuance of common stock pursuant to the 2014 ESPP (in shares) | 9,565 | |||
Exercise of common stock warrants | $ 336 | $ 0 | 336 | |
Exercise of common stock warrants (in shares) | 420,778 | |||
Issuance of common stock and common stock warrants, net of issuance costs | $ 9,040 | $ 8 | 9,032 | |
Issuance of common stock and common stock warrants, net of issuance costs (in shares | 7,968,128 | |||
Stock-based compensation expense | 401 | 401 | ||
Net loss | (3,963) | (3,963) | ||
Ending balance at Mar. 31, 2018 | 23,858 | $ 43 | 180,109 | (156,294) |
Ending balance (in shares) at Mar. 31, 2018 | 43,105,466 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance (in shares) | 43,105,466 | |||
Beginning balance (in shares) | 77,456,180 | |||
Beginning balance at Dec. 31, 2018 | $ 44,207 | $ 77 | 230,154 | (186,024) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance (in shares) | 77,464,781 | |||
Exercise of stock options and vesting of restricted stock awards (in shares) | 0 | |||
Issuance of common stock pursuant to the 2014 ESPP | $ 7 | 7 | ||
Issuance of common stock pursuant to the 2014 ESPP (in shares) | 8,601 | |||
Stock-based compensation expense | 326 | 326 | ||
Net loss | (6,480) | (6,480) | ||
Ending balance at Mar. 31, 2019 | $ 38,060 | $ 77 | $ 230,487 | $ (192,504) |
Ending balance (in shares) at Mar. 31, 2019 | 77,464,781 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance (in shares) | 77,464,781 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Operating activities | ||
Net loss | $ (6,480,000) | $ (3,963,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 49,000 | 49,000 |
Stock-based compensation expense | 326,000 | 401,000 |
Change in fair value of warrant liability | 0 | 0 |
Gain from change in fair value of contingent consideration | (1,000,000) | (1,200,000) |
Gain on sale of equipment | 0 | (5,000) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (1,912,000) | (236,000) |
Accounts payable | 316,000 | 486,000 |
Accrued expenses and other liabilities | 709,000 | 85,000 |
Net cash used in operating activities | (7,992,000) | (4,383,000) |
Investing activities | ||
Sales of equipment | 0 | 5,000 |
Net cash provided by investing activities | 0 | 5,000 |
Financing activities | ||
Proceeds from issuance of common stock and the issuance and exercise of common stock warrants, net of issuance costs | 0 | 9,376,000 |
Proceeds from sale of common stock pursuant to 2014 ESPP | 7,000 | 10,000 |
Net cash provided by financing activities | 7,000 | 9,386,000 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (7,985,000) | 5,008,000 |
Cash, cash equivalents and restricted cash at beginning of period | 50,442,000 | 14,690,000 |
Cash, cash equivalents and restricted cash at end of period | 42,457,000 | 19,698,000 |
Supplemental non-cash operating activities | ||
Right-of-use assets obtained in exchange for new operating lease | 236,480,000 | 0 |
Cash paid for amounts included in the measurement of liabilities | $ 38,202,000 | $ 0 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Sesen Bio, Inc. (the “Company”), a Delaware corporation, is a late-stage clinical company developing targeted fusion protein therapeutics ("TFPTs") composed of an anti-cancer antibody fragment tethered to a protein toxin for the treatment of cancer. The Company genetically fuses the cancer-targeting antibody fragment and the cytotoxic protein payload into a single molecule which is produced through the Company's proprietary one-step manufacturing process. The Company targets tumor cell surface antigens with limited expression on normal cells. Binding of the target antigen by the TFPT allows for rapid internalization into the targeted cancer cell. The Company has designed its targeted fusion proteins to overcome the fundamental efficacy and safety challenges inherent in existing antibody-drug conjugates ("ADCs"), where a payload is chemically attached to a targeting antibody. Basis of presentation The condensed consolidated financial statements as of March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and 2018 and the related information contained within the notes to the condensed consolidated financial statements are unaudited. The unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting standards applicable to interim financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s consolidated financial position as of March 31, 2019 , its results of operations for the three months ended March 31, 2019 and 2018, its statement of shareholders' equity for the three months ended March 31, 2019 and 2018, and its cash flows for the three months ended March 31, 2019 and 2018. The financial data and the other financial information disclosed in these notes to the condensed consolidated financial statements related to the three -month periods are also unaudited. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019 or for any other future annual or interim period. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 that was filed with the Securities and Exchange Commission (“SEC”) on March 1, 2019 (the "2018 Form 10-K"). The condensed consolidated financial statements include the accounts of the Company, its wholly owned subsidiary, Viventia Bio Inc. ("Viventia"), and its indirect subsidiaries, Viventia Bio USA Inc. and Viventia Biotech (EU) Limited. All inter-company transactions and balances have been eliminated in consolidation. The condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles. The functional currency of Viventia, Viventia Bio USA Inc. and Viventia Biotech (EU) Limited is the U.S. dollar. Liquidity The Company has financed its operations to date primarily through private placements of its common stock and preferred stock, and convertible bridge notes, venture debt borrowings, its initial public offering ("IPO"), follow-on public offerings, sales effected in an "at-the-market" offering, and the License Agreement (the "License Agreement") with F. Hoffmann La-Roche Inc. (collectively, "Roche"). As of March 31, 2019 , the Company had cash and cash equivalents totaling $ 42.4 million , net working capital of $ 38.4 million and an accumulated deficit of $ 192.5 million . The future success of the Company is dependent on its ability to develop its product candidates and ultimately upon its ability to attain profitable operations. In order to commercialize its product candidates, the Company needs to complete clinical development and comply with comprehensive regulatory requirements. The Company is subject to a number of risks similar to other late-stage clinical companies, including, but not limited to, successful discovery and development of its product candidates, raising additional capital with favorable terms, development by its competitors of new technological innovations, protection of proprietary technology and market acceptance of the Company’s products. The successful discovery and development of product candidates requires substantial working capital which may not be available to the Company on favorable terms or not at all. To date, the Company has no revenue from product sales and management expects continuing operating losses in the future. As of March 31, 2019 , the Company had available cash and cash equivalents of $ 42.4 million , which it does not believe is sufficient to fund the Company’s current operating plan for at least the next twelve months after the date of this Form 10-Q filing. Management expects to seek additional funds through equity or debt financings or through additional collaboration, licensing transactions or other sources. The Company may be unable to obtain equity or debt financings or enter into additional collaboration or licensing transactions and, if necessary, the Company will be required to implement cost reduction strategies. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. |
Significant Accounting Policies
Significant Accounting Policies and Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies and Recent Accounting Pronouncements | Significant Accounting Policies and Recent Accounting Pronouncements Recently adopted accounting standards In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 addresses the financial reporting of leasing transactions. Under past guidance for lessees, leases are only included on the balance sheet if certain criteria, classifying the agreement as a capital lease, are met. This update requires the recognition of a right-of-use asset and a corresponding lease liability, discounted to the present value, for all leases that extend beyond 12 months. For operating leases, the asset and liability are expensed over the lease term on a straight-line basis, with all cash flows included in the operating section of the statement of cash flows. For finance leases, interest on the lease liability is recognized separately from the amortization of the right-of-use asset in the statement of operations and the repayment of the principal portion of the lease liability is classified as a financing activity while the interest component is included in the operating section of the statement of cash flows. This guidance is effective for annual and interim reporting periods beginning after December 15, 2018 including interim periods within those fiscal years. In July 2018, the FASB issued ASU No. 2018-10, Leases (Topic 842), Codification Improvements (“ASU 2018-10”), ASU No. 2018-11, Leases (Topic 842), Targeted Improvements (“ASU 2018-11”) , and ASU No. 2019-01 Leases (Topic 842), Codification Improvements to provide additional guidance for the adoption Accounting Standards Codification (“ASC”) of Topic 842, Leases (“ASC 842”) . ASU 2018-10 clarifies certain provisions and corrects unintended applications of the guidance, such as the rate implicit in a lease, impairment of the net investment in a lease, lessee reassessment of lease classifications, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rate and certain transition adjustments. The amendments in ASU 2018-11 allow for an additional transition method, whereby at the adoption date the entity recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption, while the comparative period disclosures continue recognition under ASC 840, Leases (“ASC 840”). Additionally, ASU 2018-11 includes a practical expedient for separating contract components for lessors . The Company adopted ASC 842 using the optional transition method outlined in ASU 2018-11 as of January 1, 2019. The adoption of ASC 842 resulted in the recognition of operating lease right-of-use assets of approximately $236,000 and corresponding lease liabilities of approximately $236,000 . The adoption of these ASUs did not have a material impact on the Company’s financial condition or results of operations, however, the adoption resulted in significant changes to the Company’s financial statement disclosures. In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairmen t ("ASU 2017-04"). ASU 2017-04 simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. ASU 2017-04 is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and should be applied on a prospective basis. The Company adopted this guidance effective January 1, 2019. We do not expect an impact upon adoption of ASU 2017-04 on our condensed consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation (Topic 718) (“Topic 718”): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees, and as a result, the accounting for share-based payments to non-employees will be substantially aligned. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. The Company adopted this standard effective during the three months ended March 31, 2019. The adoption of ASU 2018-07 did not have a material impact on the Company’s financial position or results of operations. In July 2018, the FASB issued ASU No. 2018-09, “Codification Improvements” (“ASU 2018-09”). ASU 2018-09 provides amendments to a wide variety of topics in the FASB’s Accounting Standards Codification, which applies to all reporting entities within the scope of the affected accounting guidance. The transition and effective date guidance are based on the facts and circumstances of each amendment. Some of the amendments in ASU 2018-09 do not require transition guidance and were effective upon issuance of ASU 2018-09. However, many of the amendments do have transition guidance with effective dates for annual periods beginning after December 15, 2018. ASU 2018-09 did not have a material impact on the Company’s financial statements and related disclosures. Recently issued accounting pronouncements In August 2018, the FASB issued ASU 2018-13— Fair Value Measurement (Topic 820): Disclosure Framework— Changes to the Disclosure Requirements for Fair Value Measurements ("ASU 2018-13"). ASU 2018-13 modifies fair value measurement disclosure requirements. The effective date for ASU 2018-13 is for annual and interim periods beginning after December 15, 2019. Early adoption is permitted. The Company is currently evaluating the impact ASU 2018-13 will have on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract ("ASU 2018-15") . ASU 2018-15 requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance to determine which implementation costs to defer and recognize as an asset. The Company is currently evaluating the impact ASU 2018-15 will have on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13— Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 requires measurement and recognition of expected credit losses for financial assets held. The amendments in ASU 2016-13 eliminate the probable threshold for initial recognition of a credit loss in current GAAP and reflect an entity’s current estimate of all expected credit losses. ASU 2016-13 is effective for interim and annual reporting periods beginning January 1, 2020, and is to be applied using a modified retrospective transition method. Earlier adoption is permitted. The Company is currently evaluating the impact ASU 2016-13 will have on its consolidated financial statements. Critical accounting policies The Company’s significant accounting policies are described in Note 2, Significant Accounting Policies , in the 2018 Annual Report on Form 10-K. During the three months ended March 31, 2019, the Company adopted the following additional significant accounting policies: Leases Effective January 1, 2019, the Company adopted ASC 842 using the optional transition method. The adoption of ASC 842 represents a change in accounting principle that aims to increase transparency and comparability among organizations by requiring the recognition of right-of-use assets and lease liabilities on the balance sheet for both operating and finance leases. In addition, the standard requires enhanced disclosures that meet the objective of enabling financial statement users to assess the amount, timing, and uncertainty of cash flows arising from leases. The reported results for the three months ended March 31, 2019 reflect the application of ASC 842 guidance, while the reported results for prior periods were prepared in conjunction with ASC 840. As part of the ASC 842 adoption, the Company utilized certain practical expedients outlined in the guidance. These practical expedients include: • Accounting policy election to use the short-term lease exception by asset class; • Election of the practical expedient package during transition, which includes: ◦ An entity need not reassess whether any expired or existing contracts are or contain leases. ◦ An entity need not reassess the classification for any expired or existing leases. As a result, all leases that were classified as operating leases in accordance with ASC 840 are classified as operating leases under ASC 842, and all leases that were classified as capital leases in accordance with ASC 840 are classified as finance leases under ASC 842. ◦ An entity need not reassess initial direct costs for any existing leases. ◦ An entity need not separate out non-lease components from lease components, for all classes of underlying assets The Company’s lease portfolio as of the adoption date includes: a property lease for its manufacturing facility, a property lease for its headquarters in Cambridge, MA, and a property lease for office space in Philadelphia, PA. The Company determines if an arrangement is a lease at the inception of the contract. The asset components of the Company’s operating leases are recorded as operating lease right-of-use assets and reported within Other assets in the Company's condensed consolidated balance sheets. The short term and long term liability components are recorded in Other current liabilities and Other liabilities, respectively, in the Company’s condensed consolidated balance sheets. As of March 31, 2019, the Company did not have any finance leases. Right-of-use assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term at the commencement date. Existing leases in the Company’s lease portfolio as of the adoption date were valued as of January 1, 2019. The Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments, if an implicit rate of return is not provided with the lease contract. Operating lease right-of-use assets are adjusted for incentives received. Operating lease costs are recognized on a straight-line basis over the lease term, in accordance with ASC 842, and also includes variable operating costs incurred during the period. Lease costs also include amounts related to short term leases. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; 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; and Level 3 inputs are unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following table presents information about the Company’s financial assets and liabilities that have been measured at fair value, and indicates the fair value hierarchy of the valuation inputs utilized to determine such fair value. The Company determines the fair value of contingent consideration using Level 3 inputs. The following table summarizes the assets and liabilities measured at fair value on a recurring basis at March 31, 2019 (in thousands): Description March 31, Active Markets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3) Assets: Cash and cash equivalents $ 42,437 $ 42,437 $ — $ — Restricted cash 20 20 — — Total assets $ 42,457 $ 42,457 $ — $ — Liabilities: Contingent consideration 47,400 — — 47,400 Total liabilities $ 47,400 $ — $ — $ 47,400 The following table summarizes the assets and liabilities measured at fair value on a recurring basis at December 31, 2018 (in thousands): Description December 31, 2018 Active Markets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3) Assets: Cash and cash equivalents $ 50,422 $ 50,422 $ — $ — Restricted cash 20 20 — — Total assets $ 50,442 $ 50,442 $ — $ — Liabilities: Contingent consideration 48,400 — — 48,400 Total liabilities $ 48,400 $ — $ — $ 48,400 Contingent consideration In 2016, the Company acquired Viventia through the issuance of common stock and contingent consideration (the "Acquisition"), pursuant to the terms of a share purchase agreement (the "Share Purchase Agreement"). The Company has valued the acquired assets and liabilities based on their estimated fair values as of September 20, 2016 and finalized its purchase accounting for the Acquisition during the third quarter of 2017. The contingent consideration relates to amounts potentially payable to Viventia's shareholders pursuant to the terms of the Share Purchase Agreement. Contingent consideration is measured at fair value and is based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The valuation of contingent consideration uses assumptions the Company believes would be made by a market participant. The Company assesses these estimates on an on-going basis as additional data impacting the assumptions is obtained. Future changes in the fair value of contingent consideration related to updated assumptions and estimates are recognized within the condensed consolidated statements of operations and comprehensive loss. Contingent consideration may change significantly as development progresses and additional data are obtained, impacting the Company’s assumptions regarding probabilities of successful achievement of related milestones used to estimate the fair value of the liability and the timing in which they are expected to be achieved. In evaluating the fair value information, considerable judgment is required to interpret the market data used to develop the estimates. The estimates of fair value may not be indicative of the amounts that could be realized in a current market exchange. Accordingly, the use of different market assumptions and/or different valuation techniques could result in materially different fair value estimates. The following table sets forth a summary of changes in the fair value of the Company's contingent consideration liability (in thousands): Beginning balance, December 31, 2018 $ 48,400 Gain from change in fair value of contingent consideration (1,000 ) Ending balance, March 31, 2019 $ 47,400 The fair value of the Company’s contingent consideration was determined using probabilities of successful achievement of regulatory milestones and commercial sales, the period in which these milestones and sales are expected to be achieved ranging from 2021 to 2033, the level of commercial sales of Vicinium ® , and discount rates ranging from 6.6% to 13.7% as of December 31, 2018 and 6.2% to 11.7% as of March 31, 2019 . Significant changes in any of these assumptions would result in a significantly higher or lower fair value measurement. There have been no changes to the valuation methods utilized during the three months ended March 31, 2019 . The Company evaluates transfers between levels at the end of each reporting period. There were no transfers of assets or liabilities between levels during the three months ended March 31, 2019 . |
License Agreement with Roche
License Agreement with Roche | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
License Agreement with Roche | License Agreement with Roche On June 10, 2016, the Company entered into the License Agreement with Roche, which became effective on August 16, 2016. Under the License Agreement, the Company granted Roche an exclusive, worldwide license, including the right to sublicense, to its patent rights and know-how related to the Company’s monoclonal antibody EBI-031 or all other IL-6 antagonistic anti-IL-6 monoclonal antibodies , to make, have made, use, have used, register, have registered, sell, have sold, offer for sale, import and export any product containing such an antibody or any companion diagnostic used to predict or monitor response to treatment with such a product (collectively, the “Licensed Intellectual Property”). During 2016, the Company received an upfront license fee of $7.5 million and a milestone payment of $22.5 million . The Company is entitled to receive up to $240.0 million in additional consideration upon the achievement of specified regulatory, development and commercial milestones. Specifically, an aggregate amount of up to $175.0 million is payable to the Company for the achievement of specified milestones with respect to the first indication: $50.0 million in development milestones, $50.0 million in regulatory milestones and $75.0 million in commercialization milestones. Additional amounts of up to $65.0 million are payable upon the achievement of specified development and regulatory milestones in a second indication. In addition, the Company is entitled to receive royalty payments in accordance with a tiered royalty rate scale, with rates ranging from 7.5% to 15% for net sales of potential future products containing EBI-031 and up to 50% of these rates for net sales of potential future products containing other IL-6 compounds, with each of the royalties subject to reduction under certain circumstances and to buy-out options. The License Agreement is subject to the provisions of Accounting Standards Codification 606, Revenue from Contracts with Customers (" ASC 606"), which was adopted effective January 1, 2018 utilizing a modified retrospective method. The Company concluded that all performance obligations had been achieved as of the adoption date and therefore the full transaction price was considered earned. The transaction price was determined to be the $30.0 million received in 2016. Additional consideration to be paid to the Company upon the achievement of certain milestones will be included if it is expected that the amounts will be received and the amounts would not be subject to a constraint. As of the date of the adoption, no amounts were expected to be received from the achievement of any milestones due to the nature of the milestones and the development status of the product candidates at the time of the adoption. As a result, there were no amounts required to be recorded as a cumulative adoption adjustment as the consideration recognized under ASC 606 was consistent with the amounts recognized under the previous accounting literature. As of March 31, 2019 and March 31, 2018, the Company concluded that there would be no adjustments to the transaction price as the Company continued to not expect any amounts to be received from any milestones within the License Agreement. This is due to the nature of the milestones and the development status of the product candidates as of the end of each reporting period. As a result, no revenue was recognized during the three-month periods ended March 31, 2019 and March 31, 2018 as all performance obligations had been previously achieved and there was no change in the transaction price during the period. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consisted of the following (in thousands): March 31, December 31, 2018 Development costs $ 3,542 $ 2,928 Employee compensation 491 1,045 Severance to former CEO and other employees 610 278 Professional fees 519 464 Other 72 31 $ 5,234 $ 4,746 Stephen A. Hurly departed as the President and Chief Executive of the Company, effective as of August 7, 2018. In connection with his departure, Mr. Hurly and the Company entered into a separation agreement and general release, dated September 28, 2018 (the “Separation Agreement”), which sets forth the terms of Mr. Hurly’s separation from the Company. Pursuant to the Separation Agreement, which includes Mr. Hurly's agreement to a release of claims and complying with certain other continuing obligations contained therein, the Company is obligated to pay Mr. Hurly a total amount of $637,500 , less applicable withholdings and deductions, which consists of the equivalent of twelve months of Mr. Hurly’s base salary ( $425,000 ) immediately prior to his departure and Mr. Hurly’s annual target bonus for 2018 ( $212,500 ). In addition, the Company, to the extent allowed by applicable law and the applicable plan documents, will continue to provide Mr. Hurly and certain of his dependents with group health and dental insurance for a period of up to twelve months after the effective date of the Separation Agreement. Accrued severance related to this agreement is $158,000 for the period ended March 31, 2019. The remaining amounts of accrued severance as of March 31, 2019 relate to terminations of other employees within the period. |
Shareholder Equity
Shareholder Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Shareholder Equity | Shareholder Equity Equity Financings During the three months ended March 31, 2018, the Company raised approximately $9.0 million of net proceeds from the sale of 7,968,128 shares of common stock at a price of $1.13 per share in a registered direct public offering and the sale of common stock purchase warrants to purchase 7,968,128 shares of common stock at a price of $0.125 per warrant in a concurrent private placement (collectively, the “March 2018 Financing”). Subject to certain ownership limitations, the common stock purchase warrants issued in the March 2018 Financing were exercisable immediately upon issuance at an exercise price equal to $1.20 per share of common stock, subject to adjustments as provided under the terms of such common stock purchase warrants. The common stock purchase warrants are exercisable for five years from March 23, 2018. In addition, during the three months ended March 31, 2018, the Company received proceeds of $0.3 million from the issuance of 420,778 shares of its common stock upon the cash exercise of common stock purchase warrants issued in connection with its underwritten public offering in November 2017. Pursuant to the terms of the Company's 2014 Stock Incentive Plan (the "2014 Plan"), the number of shares authorized for issuance automatically increases on the first day of each fiscal year. On January 1, 2019, the number of shares reserved for issuance under the 2014 Plan increased by 1,102,362 shares. As of March 31, 2019 , the total number of shares of common stock available for issuance under the 2014 Plan was 1,319,184 . Share-Based Payments In September 2016, the Company issued 650,000 inducement equity awards outside the 2014 Plan in accordance with Nasdaq Listing Qualifications Department (“Nasdaq”) Listing Rule 5635(c)(4). The inducement equity awards were approved and recommended by the Company's Compensation Committee, approved by the Board of Directors and were made as an inducement material to certain individuals’ acceptance of employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4). In August 2018, the Company issued 1,350,000 inducement equity awards outside the 2014 Plan in accordance with Nasdaq Listing Rule 5635(c)(4). The inducement equity awards were approved and recommended by the Company's Compensation Committee, approved by the Board of Directors and were made as an inducement material to Dr. Cannell’s acceptance of employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4). In December 2018, the Company issued 425,000 inducement equity awards outside the 2014 Plan in accordance with Nasdaq Listing Rule 5635(c)(4). The inducement equity awards were approved and recommended by the Company's Compensation Committee, approved by the Board of Directors and were made as an inducement material to Dr. Kim’s acceptance of employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4). As of March 31, 2019, the total amount of shares outstanding classified as inducement awards was 1,937,500 . The Company also maintains the Company's 2009 Stock Incentive Plan, as amended and restated, and the Company's 2014 Employee Stock Purchase Plan (the "2014 ESPP"). Stock-Based Compensation Expense Stock-based compensation expense by award type was as follows (in thousands): Three Months Ended 2019 2018 Stock options $ 325 $ 375 Restricted stock — 23 Employee stock purchase plan 1 3 $ 326 $ 401 The Company allocated stock-based compensation expense as follows in the condensed consolidated statements of operations and comprehensive loss (in thousands): Three Months Ended 2019 2018 Research and development expense $ 52 $ 165 General and administrative expense 274 236 $ 326 $ 401 At March 31, 2019 , there was $3.4 million of total unrecognized compensation expense related to unvested stock options for employee and non-employee consultants and shares issued pursuant to the 2014 ESPP. This unrecognized compensation expense is expected to be recognized over a weighted-average period of 3.33 years. Stock Options A summary of the stock option activity is presented below: Shares Weighted-Average Exercise Price Outstanding at December 31, 2018 3,941,947 $ 2.12 Granted 2,110,115 0.85 Exercised — — Cancelled or forfeited (363,500 ) 2.44 Outstanding at March 31, 2019 5,688,562 $ 1.62 Exercisable at March 31, 2019 1,076,840 $ 3.13 In October 2017, the Company issued stock option awards to certain employees which contained performance vesting conditions. These options vested in installments based on the achievement of certain strategic and clinical milestones. In January 2018, March 2018 and June 2018, the Compensation Committee of our Board determined that certain performance milestones were met, and management believes the last performance condition is also probable of being achieved. Stock-based compensation expense associated with these performance-based stock options is recognized over the service and performance period if any performance condition is considered probable of achievement using management’s best estimate. For these performance-based awards, the Company recorded ( $18,000 ) of expense (due to forfeited awards) in the three months ended March 31, 2019. The Company recorded $211,000 of expense in the three months ended March 31, 2018. As of March 31, 2019, there was $2,000 of unrecognized compensation expense remaining related to performance-based awards. Restricted Stock From time to time, upon approval by the Board, certain employees, directors and advisors have been granted restricted shares of common stock and restricted stock units. As of March 31, 2019, the Company does not have any outstanding restricted stock awards or restricted stock units. Employee Stock Purchase Plan On March 14, 2019, the Company issued and sold 8,601 shares of its common stock pursuant to the 2014 ESPP at a purchase price of $0.8356 per share. On March 14, 2018, the Company issued and sold 9,565 shares of its common stock pursuant to the 2014 ESPP at a purchase price of $0.9800 per share. The Company estimates the number of shares to be issued at the end of an offering period and recognizes expense over the requisite service period. |
Net (Loss) Income Per Share
Net (Loss) Income Per Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net (Loss) Income Per Share | Net (Loss) Income Per Share Basic net (loss) income per share is calculated by dividing net (loss) income by the weighted-average shares outstanding during the period, without consideration for common stock equivalents. Diluted net (loss) income per share is calculated by adjusting weighted-average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock method. For purposes of the diluted net (loss) income per share calculation, stock options, unvested restricted stock, and common stock warrants are considered to be common stock equivalents. Warrants to purchase the Company’s common stock participate in any dividends declared by the Company and are therefore considered to be participating securities. Participating securities have the effect of diluting both basic and diluted earnings per share during periods of income. During periods of loss, no loss is allocated to the participating securities since they have no contractual obligation to share in the losses of the Company. The following common stock equivalents were excluded from the calculation of diluted net (loss) income per share for the periods indicated because including them would have had an anti-dilutive effect or the exercise prices were greater than the average market price of the common shares. Three Months Ended March 31, 2019 2018 Stock options 5,688,562 2,648,004 Unvested restricted stock — — Common stock warrants 9,257,632 17,602,350 14,946,194 20,250,354 |
Cash, cash equivalents and rest
Cash, cash equivalents and restricted cash | 3 Months Ended |
Mar. 31, 2019 | |
Cash and Cash Equivalents [Abstract] | |
Cash, cash equivalents and restricted cash | Cash, cash equivalents and restricted cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows (in thousands): March 31, December 31, 2019 2018 Cash and cash equivalents 42,437 $ 50,422 Restricted cash 20 20 Total cash, cash equivalents and restricted cash 42,457 50,442 Amounts included in restricted cash represent cash held to collateralize a credit limit with Silicon Valley Bank of $20,000 as of March 31, 2019 and December 31, 2018, respectively. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company leases an approximately 31,100 square foot manufacturing, laboratory, and office facility in Winnipeg, Manitoba, from an affiliate of Leslie L. Dan, a director of the Company, under a five -year renewable lease through September 2020 with a right to renew the lease for one subsequent five -year term. Operating lease cost under this lease, which includes related operating expenses, was $75,000 for the three months ended March 31, 2019. Under ASC 840, rent expense for this lease was $81,000 for the three months ended March 31, 2018. The Company pays fees, under an intellectual property license agreement, to Protoden Technologies, Inc. (“Protoden”), a company owned by Clairmark Investments Ltd. (“Clairmark”), an affiliate of Mr. Dan, under an intellectual property licensing agreement. Pursuant to the agreement, the Company has an exclusive, perpetual, irrevocable and non-royalty bearing license, with the right to sublicense, under certain patents and technology to make, use and sell products that utilize such patents and technology. The annual fee is $100,000 . Upon expiration of the term, the licenses granted to the Company will require no further payments to Protoden. During each of the three-month periods ended March 31, 2019 and 2018, $100,000 was paid to Clairmark under the license agreement. |
Operating Leases
Operating Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Operating Leases | Operating Leases On January 1, 2019, the Company adopted ASC 842 using the optional transition method. The Company’s lease portfolio includes: an operating lease for its manufacturing facility in Winnipeg, Manitoba, a short-term property lease for its headquarters in Cambridge, MA and a short-term property lease for office space in Philadelphia, PA. The asset component of the Company’s operating leases is recorded as operating lease right-of-use assets and reported within other assets in the Company's condensed consolidated balance sheets. The short term and long term liability components are recorded in other current liabilities and other liabilities, respectively, in the Company’s condensed consolidated balance sheets. Operating lease cost is recognized on a straight-line basis over the lease term. The components of lease cost for the three months ended March 31, 2019 are as follows (in thousands): Three months ended March 31, 2019 Lease Cost: Operating lease cost (including related operating costs) 75 Short-term lease cost 76 Total lease cost 151 Supplemental Information: Three months ended March 31, 2019 Weighted-average remaining lease term - operating leases (in years) 1.5 Weighted-average discount rate - operating leases 12 % Future minimum lease payments under non-cancelable operating leases under ASC 842 as of March 31, 2019 are as follows (in thousands): Operating lease payments 2019 (1) 116 2020 116 2021 — Total future minimum lease payments 232 Less: amounts representing present value adjustment 21 Operating lease liabilities as of March 31, 2019 211 Less: current portion of operating lease liabilities 136 Operating lease liabilities, net of current portion 75 (1) Amounts are for the remaining nine months ending December 31, 2019 The Company leases a manufacturing facility located in Winnipeg, Manitoba Canada, which consists of an approximately 31,100 square foot manufacturing, laboratory, warehouse and office facility, under a five -year renewable lease through September 2020 with a right to renew the lease for one subsequent five -year term. The minimum monthly rent under this lease is approximately $12,900 per month. The Company expects to incur approximately $12,500 in related operating expenses per month. Operating lease cost under this lease, including the related operating costs, was $75,000 for the three months ended March 31, 2019. Under ASC 840, rent expense for this lease, including related operating costs, was $81,000 for the three months ended March 31, 2018. The Company leases its current corporate headquarters in Cambridge, Massachusetts under a short-term lease that was renewed as of January 1, 2019. The minimum monthly rent for this office space is approximately $10,000 per month. The Company recorded $27,000 in short-term lease cost for the three months ended March 31, 2019. Under ASC 840, the Company recorded $26,000 in rent expense for the three months ended March 31, 2018 for this lease. The Company leases office space in Philadelphia, PA, where it occupies office space under a short-term lease that extends through August 2019. Currently, the minimum monthly rent under this lease is approximately $10,000 per month. The Company recorded $49,000 in short term lease cost for the month ended March 31, 2019. Under ASC 840, the Company recorded $24,000 in rent expense for the three months ended March 31, 2018 for this lease. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On April 29, 2019, the Company received written notice from Nasdaq that for 10 consecutive business days, from April 12, 2019 to April 26, 2019, the closing bid price of the Company’s common stock was at $1.00 per share or greater and that, as a result, the Company had regained compliance with Nasdaq Listing Rule 5450(a)(1), which requires the Company to maintain the minimum bid price of $1.00 per share. The Company previously had received a notice from Nasdaq on February 19, 2019 indicating its failure to meet the continued listing requirement for minimum bid price for a period of 30 consecutive business days, and was given 180 calendar days to regain compliance. |
Significant Accounting Polici_2
Significant Accounting Policies and Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The condensed consolidated financial statements as of March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and 2018 and the related information contained within the notes to the condensed consolidated financial statements are unaudited. The unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting standards applicable to interim financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s consolidated financial position as of March 31, 2019 , its results of operations for the three months ended March 31, 2019 and 2018, its statement of shareholders' equity for the three months ended March 31, 2019 and 2018, and its cash flows for the three months ended March 31, 2019 and 2018. The financial data and the other financial information disclosed in these notes to the condensed consolidated financial statements related to the three -month periods are also unaudited. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019 or for any other future annual or interim period. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 that was filed with the Securities and Exchange Commission (“SEC”) on March 1, 2019 (the "2018 Form 10-K"). The condensed consolidated financial statements include the accounts of the Company, its wholly owned subsidiary, Viventia Bio Inc. ("Viventia"), and its indirect subsidiaries, Viventia Bio USA Inc. and Viventia Biotech (EU) Limited. All inter-company transactions and balances have been eliminated in consolidation. The condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles. The functional currency of Viventia, Viventia Bio USA Inc. and Viventia Biotech (EU) Limited is the U.S. dollar. |
Recently adopted accounting standards and Recently issued accounting standards | Recently adopted accounting standards In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 addresses the financial reporting of leasing transactions. Under past guidance for lessees, leases are only included on the balance sheet if certain criteria, classifying the agreement as a capital lease, are met. This update requires the recognition of a right-of-use asset and a corresponding lease liability, discounted to the present value, for all leases that extend beyond 12 months. For operating leases, the asset and liability are expensed over the lease term on a straight-line basis, with all cash flows included in the operating section of the statement of cash flows. For finance leases, interest on the lease liability is recognized separately from the amortization of the right-of-use asset in the statement of operations and the repayment of the principal portion of the lease liability is classified as a financing activity while the interest component is included in the operating section of the statement of cash flows. This guidance is effective for annual and interim reporting periods beginning after December 15, 2018 including interim periods within those fiscal years. In July 2018, the FASB issued ASU No. 2018-10, Leases (Topic 842), Codification Improvements (“ASU 2018-10”), ASU No. 2018-11, Leases (Topic 842), Targeted Improvements (“ASU 2018-11”) , and ASU No. 2019-01 Leases (Topic 842), Codification Improvements to provide additional guidance for the adoption Accounting Standards Codification (“ASC”) of Topic 842, Leases (“ASC 842”) . ASU 2018-10 clarifies certain provisions and corrects unintended applications of the guidance, such as the rate implicit in a lease, impairment of the net investment in a lease, lessee reassessment of lease classifications, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rate and certain transition adjustments. The amendments in ASU 2018-11 allow for an additional transition method, whereby at the adoption date the entity recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption, while the comparative period disclosures continue recognition under ASC 840, Leases (“ASC 840”). Additionally, ASU 2018-11 includes a practical expedient for separating contract components for lessors . The Company adopted ASC 842 using the optional transition method outlined in ASU 2018-11 as of January 1, 2019. The adoption of ASC 842 resulted in the recognition of operating lease right-of-use assets of approximately $236,000 and corresponding lease liabilities of approximately $236,000 . The adoption of these ASUs did not have a material impact on the Company’s financial condition or results of operations, however, the adoption resulted in significant changes to the Company’s financial statement disclosures. In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairmen t ("ASU 2017-04"). ASU 2017-04 simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. ASU 2017-04 is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and should be applied on a prospective basis. The Company adopted this guidance effective January 1, 2019. We do not expect an impact upon adoption of ASU 2017-04 on our condensed consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation (Topic 718) (“Topic 718”): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees, and as a result, the accounting for share-based payments to non-employees will be substantially aligned. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. The Company adopted this standard effective during the three months ended March 31, 2019. The adoption of ASU 2018-07 did not have a material impact on the Company’s financial position or results of operations. In July 2018, the FASB issued ASU No. 2018-09, “Codification Improvements” (“ASU 2018-09”). ASU 2018-09 provides amendments to a wide variety of topics in the FASB’s Accounting Standards Codification, which applies to all reporting entities within the scope of the affected accounting guidance. The transition and effective date guidance are based on the facts and circumstances of each amendment. Some of the amendments in ASU 2018-09 do not require transition guidance and were effective upon issuance of ASU 2018-09. However, many of the amendments do have transition guidance with effective dates for annual periods beginning after December 15, 2018. ASU 2018-09 did not have a material impact on the Company’s financial statements and related disclosures. Recently issued accounting pronouncements In August 2018, the FASB issued ASU 2018-13— Fair Value Measurement (Topic 820): Disclosure Framework— Changes to the Disclosure Requirements for Fair Value Measurements ("ASU 2018-13"). ASU 2018-13 modifies fair value measurement disclosure requirements. The effective date for ASU 2018-13 is for annual and interim periods beginning after December 15, 2019. Early adoption is permitted. The Company is currently evaluating the impact ASU 2018-13 will have on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract ("ASU 2018-15") . ASU 2018-15 requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance to determine which implementation costs to defer and recognize as an asset. The Company is currently evaluating the impact ASU 2018-15 will have on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13— Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 requires measurement and recognition of expected credit losses for financial assets held. The amendments in ASU 2016-13 eliminate the probable threshold for initial recognition of a credit loss in current GAAP and reflect an entity’s current estimate of all expected credit losses. ASU 2016-13 is effective for interim and annual reporting periods beginning January 1, 2020, and is to be applied using a modified retrospective transition method. Earlier adoption is permitted. The Company is currently evaluating the impact ASU 2016-13 will have on its consolidated financial statements. Critical accounting policies The Company’s significant accounting policies are described in Note 2, Significant Accounting Policies , in the 2018 Annual Report on Form 10-K. During the three months ended March 31, 2019, the Company adopted the following additional significant accounting policies: Leases Effective January 1, 2019, the Company adopted ASC 842 using the optional transition method. The adoption of ASC 842 represents a change in accounting principle that aims to increase transparency and comparability among organizations by requiring the recognition of right-of-use assets and lease liabilities on the balance sheet for both operating and finance leases. In addition, the standard requires enhanced disclosures that meet the objective of enabling financial statement users to assess the amount, timing, and uncertainty of cash flows arising from leases. The reported results for the three months ended March 31, 2019 reflect the application of ASC 842 guidance, while the reported results for prior periods were prepared in conjunction with ASC 840. As part of the ASC 842 adoption, the Company utilized certain practical expedients outlined in the guidance. These practical expedients include: • Accounting policy election to use the short-term lease exception by asset class; • Election of the practical expedient package during transition, which includes: ◦ An entity need not reassess whether any expired or existing contracts are or contain leases. ◦ An entity need not reassess the classification for any expired or existing leases. As a result, all leases that were classified as operating leases in accordance with ASC 840 are classified as operating leases under ASC 842, and all leases that were classified as capital leases in accordance with ASC 840 are classified as finance leases under ASC 842. ◦ An entity need not reassess initial direct costs for any existing leases. ◦ An entity need not separate out non-lease components from lease components, for all classes of underlying assets The Company’s lease portfolio as of the adoption date includes: a property lease for its manufacturing facility, a property lease for its headquarters in Cambridge, MA, and a property lease for office space in Philadelphia, PA. The Company determines if an arrangement is a lease at the inception of the contract. The asset components of the Company’s operating leases are recorded as operating lease right-of-use assets and reported within Other assets in the Company's condensed consolidated balance sheets. The short term and long term liability components are recorded in Other current liabilities and Other liabilities, respectively, in the Company’s condensed consolidated balance sheets. As of March 31, 2019, the Company did not have any finance leases. Right-of-use assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term at the commencement date. Existing leases in the Company’s lease portfolio as of the adoption date were valued as of January 1, 2019. The Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments, if an implicit rate of return is not provided with the lease contract. Operating lease right-of-use assets are adjusted for incentives received. Operating lease costs are recognized on a straight-line basis over the lease term, in accordance with ASC 842, and also includes variable operating costs incurred during the period. Lease costs also include amounts related to short term leases. |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table summarizes the assets and liabilities measured at fair value on a recurring basis at March 31, 2019 (in thousands): Description March 31, Active Markets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3) Assets: Cash and cash equivalents $ 42,437 $ 42,437 $ — $ — Restricted cash 20 20 — — Total assets $ 42,457 $ 42,457 $ — $ — Liabilities: Contingent consideration 47,400 — — 47,400 Total liabilities $ 47,400 $ — $ — $ 47,400 The following table summarizes the assets and liabilities measured at fair value on a recurring basis at December 31, 2018 (in thousands): Description December 31, 2018 Active Markets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3) Assets: Cash and cash equivalents $ 50,422 $ 50,422 $ — $ — Restricted cash 20 20 — — Total assets $ 50,442 $ 50,442 $ — $ — Liabilities: Contingent consideration 48,400 — — 48,400 Total liabilities $ 48,400 $ — $ — $ 48,400 |
Summary of Contingent Consideration Obligations | The following table sets forth a summary of changes in the fair value of the Company's contingent consideration liability (in thousands): Beginning balance, December 31, 2018 $ 48,400 Gain from change in fair value of contingent consideration (1,000 ) Ending balance, March 31, 2019 $ 47,400 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
Components of Accrued Expenses | Accrued expenses consisted of the following (in thousands): March 31, December 31, 2018 Development costs $ 3,542 $ 2,928 Employee compensation 491 1,045 Severance to former CEO and other employees 610 278 Professional fees 519 464 Other 72 31 $ 5,234 $ 4,746 |
Shareholder Equity (Tables)
Shareholder Equity (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Summary of Stock-Based Compensation Expense | Stock-based compensation expense by award type was as follows (in thousands): Three Months Ended 2019 2018 Stock options $ 325 $ 375 Restricted stock — 23 Employee stock purchase plan 1 3 $ 326 $ 401 The Company allocated stock-based compensation expense as follows in the condensed consolidated statements of operations and comprehensive loss (in thousands): Three Months Ended 2019 2018 Research and development expense $ 52 $ 165 General and administrative expense 274 236 $ 326 $ 401 |
Summary of Stock Option Activity and Related Information | A summary of the stock option activity is presented below: Shares Weighted-Average Exercise Price Outstanding at December 31, 2018 3,941,947 $ 2.12 Granted 2,110,115 0.85 Exercised — — Cancelled or forfeited (363,500 ) 2.44 Outstanding at March 31, 2019 5,688,562 $ 1.62 Exercisable at March 31, 2019 1,076,840 $ 3.13 |
Net (Loss) Income Per Share (Ta
Net (Loss) Income Per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities | The following common stock equivalents were excluded from the calculation of diluted net (loss) income per share for the periods indicated because including them would have had an anti-dilutive effect or the exercise prices were greater than the average market price of the common shares. Three Months Ended March 31, 2019 2018 Stock options 5,688,562 2,648,004 Unvested restricted stock — — Common stock warrants 9,257,632 17,602,350 14,946,194 20,250,354 |
Cash, cash equivalents and re_2
Cash, cash equivalents and restricted cash (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Cash and Cash Equivalents [Abstract] | |
Reconciliation of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows (in thousands): March 31, December 31, 2019 2018 Cash and cash equivalents 42,437 $ 50,422 Restricted cash 20 20 Total cash, cash equivalents and restricted cash 42,457 50,442 |
Operating Leases (Tables)
Operating Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Lease Cost | The components of lease cost for the three months ended March 31, 2019 are as follows (in thousands): Three months ended March 31, 2019 Lease Cost: Operating lease cost (including related operating costs) 75 Short-term lease cost 76 Total lease cost 151 Supplemental Information: Three months ended March 31, 2019 Weighted-average remaining lease term - operating leases (in years) 1.5 Weighted-average discount rate - operating leases 12 % |
Minimum Aggregate Future Lease Commitment | Future minimum lease payments under non-cancelable operating leases under ASC 842 as of March 31, 2019 are as follows (in thousands): Operating lease payments 2019 (1) 116 2020 116 2021 — Total future minimum lease payments 232 Less: amounts representing present value adjustment 21 Operating lease liabilities as of March 31, 2019 211 Less: current portion of operating lease liabilities 136 Operating lease liabilities, net of current portion 75 (1) Amounts are for the remaining nine months ending December 31, 2019 |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash and cash equivalents | $ 42,437 | $ 50,422 |
Net working capital | 38,400 | |
Accumulated deficit | $ 192,504 | $ 186,024 |
Significant Accounting Polici_3
Significant Accounting Policies and Recent Accounting Pronouncements - Recently Adopted Accounting Standards (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease liability | $ 211 | |
ASU 2016-02 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease right-of-use asset | $ 236 | |
Operating lease liability | $ 236 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Assets: | ||
Restricted cash | $ 20 | $ 20 |
Liabilities: | ||
Contingent consideration | 47,400 | 48,400 |
Unobservable Inputs (Level 3) | ||
Liabilities: | ||
Contingent consideration | 47,400 | 48,400 |
Recurring | ||
Assets: | ||
Cash and cash equivalents | 42,437 | 50,422 |
Restricted cash | 20 | 20 |
Total assets | 42,457 | 50,442 |
Liabilities: | ||
Contingent consideration | 47,400 | 48,400 |
Total liabilities | 47,400 | 48,400 |
Recurring | Active Markets (Level 1) | ||
Assets: | ||
Cash and cash equivalents | 42,437 | 50,422 |
Restricted cash | 20 | 20 |
Total assets | 42,457 | 50,442 |
Liabilities: | ||
Contingent consideration | 0 | 0 |
Total liabilities | 0 | 0 |
Recurring | Observable Inputs (Level 2) | ||
Assets: | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash | 0 | 0 |
Total assets | 0 | 0 |
Liabilities: | ||
Contingent consideration | 0 | 0 |
Total liabilities | 0 | 0 |
Recurring | Unobservable Inputs (Level 3) | ||
Assets: | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash | 0 | 0 |
Total assets | 0 | 0 |
Liabilities: | ||
Contingent consideration | 47,400 | 48,400 |
Total liabilities | $ 47,400 | $ 48,400 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Summary of Changes in Fair Value of Contingent Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Beginning balance, December 31, 2018 | $ 47,400 | $ 48,400 |
Ending balance, March 31, 2019 | 47,400 | |
Unobservable Inputs (Level 3) | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Beginning balance, December 31, 2018 | 47,400 | $ 48,400 |
Gain from change in fair value of contingent consideration | (1,000) | |
Ending balance, March 31, 2019 | $ 47,400 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Additional Information (Details) - Discount Rate | Mar. 31, 2019 | Dec. 31, 2018 |
Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Discount rate (in percentage) | 0.062 | 0.066 |
Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Discount rate (in percentage) | 0.117 | 0.137 |
License Agreement with Roche (D
License Agreement with Roche (Details) - USD ($) | Jan. 01, 2018 | Jun. 10, 2016 | Mar. 31, 2019 | Dec. 31, 2016 |
Organization And Basis Of Presentation [Line Items] | ||||
Adjustments to transaction price | $ 0 | |||
Revenue recognized | $ 0 | |||
Roche | ||||
Organization And Basis Of Presentation [Line Items] | ||||
Up-front license fee | $ 7,500,000 | |||
Additional up-front fee | $ 240,000,000 | |||
Roche | Collaborative Arrangement, Revenue Based on Development Milestone | ||||
Organization And Basis Of Presentation [Line Items] | ||||
Amount payable upon achievement of specified milestones | 50,000,000 | |||
Roche | First Indication | ||||
Organization And Basis Of Presentation [Line Items] | ||||
Amount payable upon achievement of specified milestones | 175,000,000 | |||
Roche | Collaborative Arrangement, Revenue Based on Regulatory Milestone | ||||
Organization And Basis Of Presentation [Line Items] | ||||
Amount payable upon achievement of specified milestones | 50,000,000 | |||
Roche | Collaborative Arrangement, Revenue Based on Commercialization Milestone | ||||
Organization And Basis Of Presentation [Line Items] | ||||
Amount payable upon achievement of specified milestones | 75,000,000 | |||
Roche | Second Indication | ||||
Organization And Basis Of Presentation [Line Items] | ||||
Amount payable upon achievement of specified milestones | $ 65,000,000 | |||
Roche | EBI-031 | Minimum | ||||
Organization And Basis Of Presentation [Line Items] | ||||
Royalty rate | 7.50% | |||
Roche | EBI-031 | Maximum | ||||
Organization And Basis Of Presentation [Line Items] | ||||
Royalty rate | 15.00% | |||
Roche | EBI-031 | Collaborative Arrangement, Revenue Based on Development Milestone | ||||
Organization And Basis Of Presentation [Line Items] | ||||
Amount payable upon achievement of specified milestones | $ 22,500,000 | |||
Roche | IL-6 | ||||
Organization And Basis Of Presentation [Line Items] | ||||
Royalty rate | 50.00% | |||
Roche | ||||
Organization And Basis Of Presentation [Line Items] | ||||
Revenue recognized, transaction price | $ 30,000,000 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Sep. 28, 2018 | Mar. 31, 2019 | Dec. 31, 2018 |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Development costs | $ 3,542,000 | $ 2,928,000 | |
Employee compensation | 491,000 | 1,045,000 | |
Severance to former CEO and other employees | 610,000 | 278,000 | |
Professional fees | 519,000 | 464,000 | |
Other | 72,000 | 31,000 | |
Total accrued expenses | 5,234,000 | $ 4,746,000 | |
Former President and Chief Executive Officer | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Severance to former CEO and other employees | $ 637,500 | $ 158,000 | |
Base salary | 425,000 | ||
Bonuses | $ 212,500 | ||
Separation Agreement, health and dental insurance coverage period (up to) | 12 months |
Shareholder Equity - Equity Fin
Shareholder Equity - Equity Financing (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 14, 2019 | Jan. 01, 2019 | Mar. 14, 2018 | Mar. 31, 2018 | Mar. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Proceeds from sale of stock | $ 9 | ||||
Sale of stock, shares issued (in shares) | 7,968,128 | ||||
Stock price per share (in usd per share) | $ 1.13 | ||||
Number of warrants sold | 420,778 | ||||
Warrant price per unit (in usd per unit) | $ 0.125 | ||||
Exercise price per warrant (in usd per share) | $ 1.20 | ||||
Expiration period | 5 years | ||||
Proceeds from warrant exercises | $ 0.3 | ||||
2014 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Increase in number of shares reserved for future issuance (in shares) | 1,102,362 | ||||
Shares available for issuance (in shares) | 1,319,184 | ||||
2014 ESPP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Issuance of common stock pursuant to the ESPP (in shares) | 8,601 | 9,565 | |||
Common Stock Warrants | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of warrants sold | 7,968,128 |
Shareholder Equity - Share-Base
Shareholder Equity - Share-Based Payments (Details) - shares | 1 Months Ended | 3 Months Ended | ||
Dec. 31, 2018 | Aug. 31, 2018 | Sep. 30, 2016 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock option to purchase shares (in shares) | 425,000 | 650,000 | 2,110,115 | |
Outstanding classified as inducement awards (in shares) | 3,941,947 | 5,688,562 | ||
Inducement awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding classified as inducement awards (in shares) | 1,937,500 | |||
Chief Executive Officer | Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock option to purchase shares (in shares) | 1,350,000 |
Shareholder Equity - Stock-Base
Shareholder Equity - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 326 | $ 401 |
Unrecognized compensation expense | 2 | |
2014 ESPP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation expense | $ 3,400 | |
Period for recognition | 3 years 3 months 29 days | |
Research and development expense | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 52 | 165 |
General and administrative expense | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 274 | 236 |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 325 | 375 |
Restricted stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 0 | 23 |
Employee stock purchase plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 1 | $ 3 |
Shareholder Equity - Summary of
Shareholder Equity - Summary of Stock Option Activity (Details) - $ / shares | 1 Months Ended | 3 Months Ended | |
Dec. 31, 2018 | Sep. 30, 2016 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Outstanding at beginning of period (in shares) | 3,941,947 | ||
Granted (in shares) | 425,000 | 650,000 | 2,110,115 |
Exercised (in shares) | 0 | ||
Cancelled or forfeited (in shares) | (363,500) | ||
Outstanding at end of period (in shares) | 3,941,947 | 5,688,562 | |
Exercisable at end of period (in shares) | 1,076,840 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Outstanding at beginning of period (in USD per share) | $ 2.12 | ||
Granted (in USD per share) | 0.85 | ||
Exercised (in USD per share) | 0 | ||
Cancelled or forfeited (in USD per share) | 2.44 | ||
Outstanding at end of period (in USD per share) | $ 2.12 | 1.62 | |
Exercisable at end of period (in USD per share) | $ 3.13 |
Shareholder Equity - Stock Opti
Shareholder Equity - Stock Options and Employee Stock Purchase Plan (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 14, 2019 | Mar. 14, 2018 | Mar. 31, 2019 | Mar. 31, 2018 |
Equity [Abstract] | ||||
Compensation expense related to vested awards | $ 18 | $ 211 | ||
Unrecognized compensation expense | 2 | |||
2014 ESPP | ||||
Equity [Abstract] | ||||
Unrecognized compensation expense | $ 3,400 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Employee stock purchase plan issued during period (in shares) | 8,601 | 9,565 | ||
Purchase price of shares authorized (in USD per share) | $ 0.8356 | $ 0.9800 |
Net (Loss) Income Per Share -
Net (Loss) Income Per Share - Antidilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents excluded from calculation of diluted net (loss) income per share (in shares) | 14,946,194 | 20,250,354 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents excluded from calculation of diluted net (loss) income per share (in shares) | 5,688,562 | 2,648,004 |
Unvested restricted stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents excluded from calculation of diluted net (loss) income per share (in shares) | 0 | 0 |
Common stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents excluded from calculation of diluted net (loss) income per share (in shares) | 9,257,632 | 17,602,350 |
Cash, cash equivalents and re_3
Cash, cash equivalents and restricted cash (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 42,437 | $ 50,422 | ||
Restricted cash | 20 | 20 | ||
Total cash, cash equivalents and restricted cash | $ 42,457 | $ 50,442 | $ 19,698 | $ 14,690 |
Related Party Transactions (Det
Related Party Transactions (Details) - Director affiliate | 3 Months Ended | |
Mar. 31, 2019USD ($)ft²option | Mar. 31, 2018USD ($) | |
Protoden Intellectual Property | ||
Related Party Transaction [Line Items] | ||
Operating lease costs and rent expense in related party transaction | $ 100,000 | $ 100,000 |
Annual fee under license agreement | $ 100,000 | |
Lease Facility In Winnipeg, Manitoba | ||
Related Party Transaction [Line Items] | ||
Office space, square foot | ft² | 31,100 | |
Lease term | 5 years | |
Renewal option | option | 1 | |
Lease renewal term | 5 years | |
Operating lease costs and rent expense in related party transaction | $ 75,000 | $ 81,000 |
Operating Leases - Lease Costs
Operating Leases - Lease Costs (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Lease Cost: | |
Operating lease cost (including related operating costs) | $ 75 |
Short-term lease cost | 76 |
Total lease cost | $ 151 |
Supplemental Information: | |
Weighted-average remaining lease term - operating leases (in years) | 1 year 6 months |
Weighted-average discount rate - operating leases | 12.00% |
Operating Leases - Narrative (D
Operating Leases - Narrative (Details) | 3 Months Ended | |
Mar. 31, 2019USD ($)ft²term | Mar. 31, 2018USD ($) | |
Lessee, Lease, Description [Line Items] | ||
Monthly rent | $ 38,202,000 | $ 0 |
Operating lease cost (including related operating costs) | 75,000 | |
Short-term lease cost | $ 76,000 | |
Canada | ||
Lessee, Lease, Description [Line Items] | ||
Office space, square foot | ft² | 31,100 | |
Lease term | 5 years | |
Renewal option | term | 1 | |
Renewal term | 5 years | |
Monthly rent | $ 12,900 | |
Related operating expenses | 12,500 | |
Operating lease cost (including related operating costs) | 75,000 | |
Rent expense Under ASC 840 | 81,000 | |
Massachusetts | ||
Lessee, Lease, Description [Line Items] | ||
Rent expense Under ASC 840 | 26,000 | |
Short-term lease minimum monthly rent | 10,000 | |
Short-term lease cost | 27,000 | |
Pennsylvania | ||
Lessee, Lease, Description [Line Items] | ||
Rent expense Under ASC 840 | $ 24,000 | |
Short-term lease minimum monthly rent | 10,000 | |
Short-term lease cost | $ 49,000 |
Operating Leases - Minimum Aggr
Operating Leases - Minimum Aggregate Future Lease Commitments (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
2019 | $ 116 |
2020 | 116 |
2021 | 0 |
Total future minimum lease payments | 232 |
Less: amounts representing present value adjustment | 21 |
Operating lease liabilities as of March 31, 2019 | 211 |
Less: current portion of operating lease liabilities | 136 |
Operating lease liabilities, net of current portion | $ 75 |