Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Sep. 30, 2020 | Nov. 01, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | ONVO | |
Entity Registrant Name | ORGANOVO HOLDINGS, INC. | |
Entity Central Index Key | 0001497253 | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 6,732,090 | |
Entity File Number | 001-35996 | |
Entity Current Reporting Status | Yes | |
Entity Tax Identification Number | 27-1488943 | |
Entity Address, Address Line One | 440 Stevens Ave | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Solana Beach | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92075 | |
City Area Code | 858 | |
Local Phone Number | 224-1000 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2020 | Mar. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 17,656 | $ 27,356 |
Accounts receivable | 19 | 111 |
Prepaid expenses and other current assets | 1,810 | 851 |
Total current assets | 19,485 | 28,318 |
Fixed assets, net | 22 | 0 |
Prepaid expenses and other assets, net | 1,137 | 123 |
Total assets | 20,644 | 28,441 |
Current Liabilities | ||
Accounts payable | 201 | 720 |
Accrued expenses | 457 | 1,090 |
Total current liabilities | 658 | 1,810 |
Commitments and Contingencies | 0 | 0 |
Stockholders’ Equity | ||
Common stock, $0.001 par value; 200,000,000 shares authorized, 6,732,090 and 6,527,900 shares issued and outstanding at September 30, 2020 and March 31, 2020, respectively | 7 | 7 |
Additional paid-in capital | 311,164 | 306,089 |
Accumulated deficit | (291,184) | (279,465) |
Treasury stock | (1) | 0 |
Total stockholders’ equity | 19,986 | 26,631 |
Total Liabilities and Stockholders’ Equity | $ 20,644 | $ 28,441 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2020 | Mar. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 6,732,090 | 6,527,900 |
Common stock, shares outstanding | 6,732,090 | 6,527,900 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues | ||||
Total Revenues | $ 0 | $ 1,230 | $ 0 | $ 1,898 |
Cost of revenues | 0 | 264 | 0 | 315 |
Research and development expenses | 28 | 1,445 | 28 | 5,268 |
Selling, general and administrative expenses | 8,922 | 6,348 | 11,708 | 9,663 |
Total costs and expenses | 8,950 | 8,057 | 11,736 | 15,246 |
Loss from Operations | (8,950) | (6,827) | (11,736) | (13,348) |
Other Income (Expense) | ||||
Gain (loss) on fixed asset disposals | (5) | 85 | 1 | 86 |
Interest income | 4 | 183 | 12 | 380 |
Other income | 1 | 267 | 6 | 267 |
Total Other Income | 0 | 535 | 19 | 733 |
Income Tax Expense | 0 | (2) | (2) | (2) |
Net Loss | $ (8,950) | $ (6,294) | $ (11,719) | $ (12,617) |
Net loss per common share—basic and diluted | $ (1.36) | $ (1) | $ (1.79) | $ (2) |
Weighted average shares used in computing net loss per common share—basic and diluted | 6,565,245 | 6,517,859 | 6,547,430 | 6,430,781 |
Comprehensive Loss: | ||||
Net loss | $ (8,950) | $ (6,294) | $ (11,719) | $ (12,617) |
Comprehensive loss | (8,950) | (6,294) | (11,719) | (12,617) |
Products and Services [Member] | ||||
Revenues | ||||
Total Revenues | 0 | 1,221 | 0 | 1,827 |
Collaborations and Licenses [Member] | ||||
Revenues | ||||
Total Revenues | 0 | 9 | 0 | 19 |
Grants [Member] | ||||
Revenues | ||||
Total Revenues | $ 0 | $ 0 | $ 0 | $ 52 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] |
Beginning balance at Mar. 31, 2019 | $ 36,298 | $ 6 | $ 297,047 | $ 0 | $ (260,755) |
Beginning balance, Shares at Mar. 31, 2019 | 6,201,000 | ||||
Issuance of common stock under employee and director stock option, RSU, and purchase plans | (52) | $ 0 | (52) | 0 | 0 |
Issuance of common stock under employee and director stock option, RSU, and purchase plans, Shares | 9,000 | ||||
Issuance of common stock from public offering, net | 4,996 | $ 0 | 4,996 | 0 | 0 |
Issuance of common stock from public offering, Shares | 304,000 | ||||
Stock-based compensation expense | 1,220 | $ 0 | 1,220 | 0 | 0 |
Net loss | (6,323) | 0 | 0 | 0 | (6,323) |
Ending balance at Jun. 30, 2019 | 36,139 | $ 6 | 303,211 | 0 | (267,078) |
Ending balance, Shares at Jun. 30, 2019 | 6,514,000 | ||||
Beginning balance at Mar. 31, 2019 | 36,298 | $ 6 | 297,047 | 0 | (260,755) |
Beginning balance, Shares at Mar. 31, 2019 | 6,201,000 | ||||
Net loss | (12,617) | ||||
Ending balance at Sep. 30, 2019 | 31,073 | $ 6 | 304,439 | 0 | (273,372) |
Ending balance, Shares at Sep. 30, 2019 | 6,522,000 | ||||
Beginning balance at Jun. 30, 2019 | 36,139 | $ 6 | 303,211 | 0 | (267,078) |
Beginning balance, Shares at Jun. 30, 2019 | 6,514,000 | ||||
Issuance of common stock under employee and director stock option, RSU, and purchase plans | (8) | $ 0 | (8) | 0 | 0 |
Issuance of common stock under employee and director stock option, RSU, and purchase plans, Shares | 8,000 | ||||
Stock-based compensation expense | 1,236 | $ 0 | 1,236 | 0 | 0 |
Net loss | (6,294) | 0 | 0 | 0 | (6,294) |
Ending balance at Sep. 30, 2019 | 31,073 | $ 6 | 304,439 | 0 | (273,372) |
Ending balance, Shares at Sep. 30, 2019 | 6,522,000 | ||||
Beginning balance at Mar. 31, 2020 | 26,631 | $ 7 | 306,089 | 0 | (279,465) |
Beginning balance, Shares at Mar. 31, 2020 | 6,528,000 | ||||
Issuance of common stock under employee and director stock option, RSU, and purchase plans | (1) | $ 0 | (1) | 0 | 0 |
Issuance of common stock under employee and director stock option, RSU, and purchase plans, Shares | 3,000 | ||||
Stock-based compensation expense | 925 | $ 0 | 925 | 0 | 0 |
Net loss | (2,769) | 0 | 0 | 0 | (2,769) |
Ending balance at Jun. 30, 2020 | 24,786 | $ 7 | 307,013 | 0 | (282,234) |
Ending balance, Shares at Jun. 30, 2020 | 6,531,000 | ||||
Beginning balance at Mar. 31, 2020 | $ 26,631 | $ 7 | 306,089 | 0 | (279,465) |
Beginning balance, Shares at Mar. 31, 2020 | 6,528,000 | ||||
Stock option exercises, Shares | 2,600 | ||||
Net loss | $ (11,719) | ||||
Ending balance at Sep. 30, 2020 | 19,986 | $ 7 | 311,164 | $ (1) | (291,184) |
Ending balance, Shares at Sep. 30, 2020 | 6,732,000 | 0 | |||
Beginning balance at Jun. 30, 2020 | 24,786 | $ 7 | 307,013 | $ 0 | (282,234) |
Beginning balance, Shares at Jun. 30, 2020 | 6,531,000 | ||||
Stock option exercises | 14 | $ 0 | 14 | 0 | 0 |
Stock option exercises, Shares | 3,000 | ||||
Issuance of common stock under employee and director stock option, RSU, and purchase plans | (1) | $ 0 | (1) | 0 | 0 |
Issuance of common stock under employee and director stock option, RSU, and purchase plans, Shares | 198,000 | ||||
Stock-based compensation expense | 4,138 | $ 0 | 4,138 | 0 | 0 |
Treasury stock | (1) | 0 | 0 | $ (1) | 0 |
Treasury stock, shares | 0 | ||||
Net loss | (8,950) | 0 | 0 | $ 0 | (8,950) |
Ending balance at Sep. 30, 2020 | $ 19,986 | $ 7 | $ 311,164 | $ (1) | $ (291,184) |
Ending balance, Shares at Sep. 30, 2020 | 6,732,000 | 0 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash Flows From Operating Activities | ||
Net loss | $ (11,719) | $ (12,617) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Gain (loss) on disposal of fixed assets | 1 | (85) |
Depreciation and amortization | 8 | 379 |
Stock-based compensation | 5,063 | 2,456 |
Inventory write-off | 0 | 214 |
Increase (decrease) in cash resulting from changes in: | ||
Accounts receivable | 92 | (116) |
Grants receivable | 0 | 55 |
Inventory | 0 | (75) |
Prepaid expenses and other assets | (2,011) | 415 |
Accounts payable | (519) | (476) |
Accrued expenses | (633) | (617) |
Deferred revenue | 0 | (525) |
Operating lease right-of-use assets and liabilities, net | 0 | (98) |
Net cash used in operating activities | (9,718) | (11,090) |
Cash Flows From Investing Activities | ||
Proceeds from disposals of fixed assets | 7 | 27 |
Net cash provided by investing activities | 7 | 27 |
Cash Flows From Financing Activities | ||
Proceeds from issuance of common stock, net | 0 | 4,996 |
Employee taxes paid related to net share settlement of equity awards | (2) | (60) |
Proceeds from exercise of stock options | 14 | 0 |
Purchase of treasury stock | (1) | 0 |
Net cash provided by financing activities | 11 | 4,936 |
Net decrease in cash, cash equivalents, and restricted cash | (9,700) | (6,127) |
Cash, cash equivalents, and restricted cash at beginning of period | 27,356 | 36,556 |
Cash, cash equivalents, and restricted cash at end of period | 17,656 | 30,429 |
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets | ||
Cash and cash equivalents | 17,656 | 30,350 |
Restricted cash | 0 | 79 |
Cash, cash equivalents, and restricted cash at end of period | 17,656 | 30,429 |
Supplemental Disclosure of Cash Flow Information: | ||
Fixed asset reclass | 31 | 0 |
Income taxes paid | $ 2 | $ 2 |
Description of Business
Description of Business | 6 Months Ended |
Sep. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business | Note Nature of operations Organovo Holdings, Inc. (“Organovo,” and “the Company”) is an early-stage biotechnology company that . Historical Operations and Strategic Alternatives Process Prior to August 2019, the Company has focused its efforts on developing its in vivo in vivo in vitro In August 2019, after a rigorous assessment of its in vitro The Company’s Board of Directors (the “Board”) also engaged a financial advisory firm to explore the Company’s available strategic alternatives, including evaluating a range of ways to generate value from its technology platform and intellectual property, its commercial and development capabilities, its listing on the Nasdaq Capital Market, and the Company’s remaining financial assets. These strategic alternatives included possible mergers and business combinations, sales of part or all of its assets, and licensing and partnering arrangements. The Company implemented various restructuring steps to manage its resources and extend its cash runway, including reducing commercial activities related to its liver tissues, except for sales of primary human cells out of inventory, negotiating an exit from its long-term facility lease, selling various assets, and reducing its workforce. Additionally, in November 2019, the Company sold certain inventory and equipment and related proprietary information held by its wholly-owned subsidiary, Samsara Sciences, Inc. (“Samsara”), and as a result of such sale, Samsara ceased its operations. After conducting a diligent and extensive process of evaluating strategic alternatives and identifying and reviewing potential candidates for a strategic acquisition or other transaction, which included the receipt of more than 27 non-binding indications of interest from interested parties and careful evaluation and consideration of those proposals, and following extensive negotiation with Tarveda Therapeutics, Inc. (“Tarveda”), on December 13, 2019, the Company entered into a merger agreement with Tarveda (the “Merger Agreement”). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, the Company’s wholly-owned merger subsidiary would merge with and into Tarveda (the “Merger”), with Tarveda becoming a wholly-owned subsidiary of Organovo and the surviving corporation of the Merger At the Special Meeting, the Merger was not approved by the Company’s stockholders. As a result, the Company terminated the Merger Agreement with Tarveda. Pursuant to the terms of the Merger Agreement, the Company was obligated to reimburse certain of Tarveda’s merger-related expenses not to exceed $300,000, which was offset by Tarveda’s portion of shared expenses incurred by Organovo in fiscal 2020. The Cooperation Agreement and Advisory Nominees Proposal Following the Special Meeting and the termination of the Merger Agreement, the Board continued to solicit stockholder feedback regarding the Company’s strategic alternatives and how to maximize stockholder value. In response to feedback from its largest stockholder regarding its desire for the Board to consider opportunities in the 3D bioprinting field and suggestion that the Board should speak with Keith Murphy, the Company’s founder, stockholder and former Chief Executive Officer and Chairman, for potential business ideas, the Board initiated discussions with Mr. Murphy. Based on these discussions, the Company entered into a Cooperation Agreement with Mr. Murphy on July 14, 2020 (the “Cooperation Agreement”). Under the terms of the Cooperation Agreement, the Board appointed Mr. Murphy and Adam K. Stern to the Board as Class III directors, and two of the Company’s existing directors, Richard Maroun and David Shapiro, resigned from the Board and all Board committees. The Board also agreed to nominate, recommend, support and solicit proxies for the re-election of Messrs. Murphy and Stern at the Company’s 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”). The Board also agreed to nominate, recommend, support and solicit proxies for an advisory stockholder vote (the “Advisory Nominees Proposal”) at the 2020 Annual Meeting to appoint three individuals, Douglas Jay Cohen, David Gobel and Alison Tjosvold Milhous (collectively, the “Advisory Nominees”), to the Board. Mr. Murphy identified each of the Advisory Nominees. The Board approved the appointment of the Advisory Nominees, to be automatically effective immediately following the final adjournment of the 2020 Annual Meeting if the final vote tabulation for the Advisory Nominees Proposal received more votes cast “FOR” than “AGAINST” its approval. In addition, each of the Company’s then-current directors (other than Messrs. Murphy and Stern) agreed to resign from the Board immediately following the appointment of the Advisory Nominees. At the 2020 Annual Meeting held on September 15, 2020, the Company’s stockholders approved the re-election of Messrs. Murphy and Stern to the Board as Class III directors with votes “For” of 59,229,909 (98.9%) and 59,147,657 (98.8%), respectively, to hold office until the 2023 Annual Meeting of Stockholders. The final vote tabulation for the Advisory Nominees Proposal received more votes cast “FOR” than “AGAINST” its approval, with votes “For” of 54,368,360 (91.4%) and, accordingly, effective upon the final adjournment of the 2020 Annual Meeting, Ms. Milhous was appointed as a Class I director to hold office until the 2021 Annual Meeting of Stockholders and Messrs. Cohen and Gobel were appointed as Class II directors to hold office until the 2022 Annual Meeting (collectively, the “New Director Slate”) and Carolyn Beaver, Taylor Crouch, Mark Kessel and Kirk Malloy, Ph.D. each resigned as directors. COVID-19 In December 2019 a respiratory illness caused by a novel strain of coronavirus, SARS-CoV-2, causing the Coronavirus Disease 2019, also known as COVID-19 or coronavirus emerged. While initially the outbreak was largely concentrated in China, it has since spread globally and been declared a pandemic by the World Health Organization. Global health concerns relating to the COVID-19 pandemic have been weighing on the macroeconomic environment, and the pandemic has significantly increased economic volatility and uncertainty. The pandemic has resulted in government authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter-in-place or stay-at-home orders, and business shutdowns. The extent to which the coronavirus impacts the Company’s operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak and travel bans and restrictions, quarantines, shelter-in-place or stay-at-home orders, and business shutdowns |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of presentation and principles of consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not necessarily include all information and notes required by GAAP for complete financial statements. The condensed consolidated balance sheet at March 31, 2020 is derived from the Company’s audited consolidated balance sheet at that date. The unaudited condensed consolidated financial statements include the accounts of Organovo and its wholly owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the unaudited financial information for the interim periods presented reflects all adjustments, which are only normal and recurring, necessary for a fair statement of the Company’s financial position, results of operations, stockholders’ equity and cash flows. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2020, as filed with the Securities and Exchange Commission (“SEC”). Operating results for interim periods are not necessarily indicative of operating results for the Company’s fiscal year ending March 31, 2021 (see “ Note 1. Description of Business” On August 18, 2020, the Company effected a 1-for-20 reverse stock split of its common stock (the “Reverse Stock Split”). Unless otherwise indicated, all share amounts, per share data, share prices, exercise prices and conversion rates set forth in these notes and the accompanying condensed consolidated financial statements have, where applicable, been adjusted retroactively to reflect the Reverse Stock Split. Liquidity As of September 30, 2020, the Company had cash and cash equivalents of approximately $17.7 million and an accumulated deficit of approximately $291.2 million. The Company also had negative cash flows from operations of approximately $9.7 million during the six months ended September 30, 2020. Through September 30, 2020, the Company has financed its operations primarily through the sale of convertible notes, warrants, the private placement of equity securities, the sale of common stock through public and at-the-market (“ATM”) offerings, and through revenue derived from product and research service-based agreements, collaborative agreements, licenses, and grants. During the three and six months ended September 30, 2020, the Company issued no shares of its common stock through its ATM facility. Throughout the strategic alternatives assessment process, the Company has taken steps to manage its resources and extend its cash runway including selling various assets and reducing its workforce to the minimum level necessary to The Company believes its cash and cash equivalents on hand will be sufficient to meet its financial obligations for at least the next 12 months of operations. The approval of the Advisory Nominees Proposal triggered a “Change of Control” under the Company’s severance plan, as well as its Directors and Officers (“D&O”) liability insurance policies, which required the following cash outlays: i) approximately $2.8 million for severance obligations; ii) approximately $2.0 million (or $1.7 million net of returned premium) for a six year D&O tail insurance policy; and iii) a new D&O policy premium at approximately $0.8 million. The cash outlays for severance obligations and D&O tail insurance policies were one-time non-recurring expenses that occurred in September 2020 and therefore are reflected in the ending cash balance. In addition, as the Company recommences its operations and is focusing its efforts on drug discovery and development, the Company will need to raise additional capital to implement this new business plan. The Company cannot predict with certainty the exact amount or timing for any future capital raises. If required, the Company may seek to raise additional capital through debt or equity financings, or through some other financing arrangement. However, the Company cannot be sure that additional financing will be available if and when needed, or that, if available, it can obtain financing on terms favorable to its stockholders. Any failure to obtain financing when required will have a material adverse effect on the Company’s business, operating results, financial condition and ability to continue as a going concern. Use of estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Significant estimates used in preparing the unaudited condensed consolidated financial statements include those assumed in the valuation of stock-based compensation expense and the valuation allowance on deferred tax assets. On an ongoing basis, management reviews these estimates and assumptions. Though the impact of the COVID-19 pandemic to its business and operating results presents additional uncertainty, the Company continues to use the best information available to inform its critical accounting estimates. Revenue recognition The Company has generated revenues from payments received from research service agreements, product sales, collaborative agreements with partners including pharmaceutical and biotechnology companies and academic institutions, licenses, and grants from the National Institutes of Health (“NIH”) and private not-for-profit organizations. The Company recognized revenue under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers Billings to customers or payments received from customers were included in deferred revenue on the consolidated balance sheet until all revenue recognition criteria were met. As of September 30, 2020 and March 31, 2020, the Company had no deferred revenue. Service revenues The Company’s service-based business, Organovo, Inc., previously utilized its NovoGen® bioprinting platform to provide customers access to its highly specialized tissues that model human biology and disease, and to in vitro For service contracts, the Company allocated the transaction price to each performance obligation based on the estimated relative standalone selling prices of the promised products or services underlying each performance obligation. If the standalone selling price was not observable through past transactions, the Company estimated the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. The transaction price for service business contracts was a fixed consideration. In connection with the Company’s decision to pursue its strategic alternatives, the Company halted commercial activities related to its liver tissues. The Company expects to continue to maintain its external research collaborations and its intellectual property portfolio. Product sales, net The Company’s former product-based business, Samsara Sciences, Inc., produced high-quality cell-based products for use in Organovo’s 3D tissue manufacturing and for use by life science customers. The Company recognized product revenue when the performance obligation was satisfied, which was at the point in time the customer obtained control of the Company’s product, typically upon delivery. Product revenues were recorded at the transaction price, net of any estimates for variable consideration under Topic 606. The Company’s process for estimating variable consideration did not differ materially from its historical practices. Variable consideration was estimated using the expected value method which considers the sum of probability-weighted amounts in a range of possible amounts under the contract. Product revenue reflected the Company’s best estimates of the amount of consideration to which it was entitled based on the terms of the individual contracts. Actual amounts of consideration ultimately received may have differed from the Company’s estimates. If actual results varied materially from the Company’s estimates, the Company would have adjusted these estimates, which would have affected revenue from product sales and earnings in the period such estimates were adjusted. The Company provided no right of return to its customers except in cases where a customer obtained authorization from the Company for the return. To date, there have been no product returns. In March 2020, the Company dissolved Samsara. Collaborative research, development, and licenses The Company has entered into collaborative agreements with partners that typically include one or more of the following: (i) non-exclusive license fees; (ii) non-refundable up-front fees; (iii) payments for reimbursement of research costs; (iv) payments associated with achieving specific development milestones; and (v) royalties based on specified percentages of net product sales, if any. At the initiation of an agreement, the Company analyzed whether it results in a contract with a customer under Topic 606 or in an arrangement with a collaborator subject to guidance under ASC Topic 808, Collaborative Arrangements The Company considered a variety of factors in determining the appropriate estimates and assumptions under these arrangements, such as whether the elements were distinct performance obligations, whether there were determinable stand-alone prices, and whether any licenses were functional or symbolic. The Company evaluated each performance obligation to determine if it could be satisfied and recognized as revenue at a point in time or over time. Typically, non-exclusive license fees, non-refundable upfront fees, and funding of research activities were considered fixed, while milestone payments were identified as variable consideration which must be evaluated to determine if it was constrained and, therefore, excluded from the transaction price. The Company’s collaborative agreements that were not completed at the implementation of Topic 606 on April 1, 2018, consisted of research collaboration and limited technology access licenses. These agreements provided the licensee with a non-exclusive, non-transferable, limited, royalty-free technology license, including access to Organovo’s proprietary bioprinter platform, training, and continued support by means of consumables and consultation throughout the duration of the contract. The Company determined that the intellectual property license was not distinct from the continued support promised under the agreement and was therefore a single combined performance obligation. The Company recognized revenue for these combined performance obligations over time for the duration of the license period, as the combined performance obligation would not be fully satisfied until the end of the contract. As of September 30, 2019, the Company completed its obligations under the existing agreements with respect to receipts of revenue and does not anticipate recording any further revenue. Grant revenue In July 2017, the NIH awarded the Company a “Research and Development” grant totaling approximately $1,657,000 of funding over three years. The Company concluded this government grant was not within the scope of Topic 606, as government entities do not meet the definition of a “customer” as defined by Topic 606, as there is not considered to be a transfer of control of goods or services to the government entity funding the grant. Additionally, the Company concluded this government grant did meet the definition of a contribution and is a non-reciprocal transaction, however, Subtopic 958-605, Not-for-Profit-Entities-Revenue Recognition did not apply, as the Company is a business entity and the grant was with a governmental agency. Revenues from this grant were based upon internal costs incurred that are specifically covered by the grant, plus an additional rate that provides funding for overhead expenses. Revenue was recognized as the Company incurred expenses that were related to the grant. T he Company believes this policy was consistent with the overarching premise in Topic 606, to ensure that it recognized revenues to reflect the transfer of promised goods or services to customers in an amount that reflected the consideration to which it expected to be entitled in exchange for those goods or services, even though there was no “exchange” as defined in the ASC. The Company believed the recognition of revenue as costs were incurred and amounts became earned/realizable was analogous to the concept of transfer of control of a service over time under Topic 606. In connection with the Company’s decision to pursue its strategic alternatives, specific to the NIH NASH grant, all internal research activities have been halted Cost of revenues The Company reported no cost of revenues for the three and six months ended September 30, 2020 and approximately $0.3 million in cost of revenues for the three and six months ended September 30, 2019, respectively. Cost of revenues consisted of costs related to manufacturing and delivering product and service revenue. Net loss per share Basic and diluted net loss per share has been computed using the weighted-average number of shares of common stock outstanding during the period. The weighted-average number of shares used to compute diluted loss per share excludes any assumed exercise of stock options, shares reserved for purchase under the Company’s 2016 Employee Stock Purchase Plan (“ESPP”), the assumed release of restriction of restricted stock units, and shares subject to repurchase as the effect would be anti-dilutive. No dilutive effect was calculated for the three and six months ended September 30, 2020 or 2019, as the Company reported a net loss for each respective period and the effect would have been anti-dilutive. Common stock equivalents excluded from computing diluted net loss per share due to their anti-dilutive effect were approximately 0.9 million at September 30, 2020 and 1.0 million at September 30, 2019. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies. Unless otherwise stated, the Company believes that the impact of the recently issued accounting pronouncements that are not yet effective will not have a material impact on its consolidated financial position or results of operations upon adoption. Adoption of New Accounting Pronouncements In November 2018, the FASB issued Accounting Standard Update (“ASU”) 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 (“ASU 2018-18”), which provides guidance on whether certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606. ASU 2018-18 provides more comparability in the presentation of revenue for certain transactions between collaborative arrangement participants. The key improvements to GAAP for collaborative arrangements resulting from ASU 2018-18 are to (i) clarify that certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606 when the collaborative arrangement participant is a customer in the context of a unit-of-account, (ii) add unit-of-account guidance in Topic 808 to align with the guidance in Topic 606, and (iii) require that in a transaction with a collaborative arrangement participant that is not directly related to sales to third parties, presenting the transaction together with revenue recognized under Topic 606 is precluded if the collaborative arrangement participant is not a customer. ASU 2018-18 is effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years with early adoption permitted. This new guidance became effective for the Company on April 1, 2020 and did not have a significant impact on the Company’s unaudited condensed consolidated financial statements |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Note 3. Stockholders’ Equity Stock-based compensation expense and valuation information Stock-based awards include stock options and restricted stock units under the 2012 Equity Incentive Plan, as amended (“2012 Plan”) and Inducement Awards, performance-based restricted stock units under an Incentive Award Performance-Based Restricted Stock Unit Agreement, and rights to purchase stock under the ESPP. The Company calculates the grant date fair value of all stock-based awards in determining the stock-based compensation expense. Stock-based compensation expense for all stock-based awards consists of the following (in thousands): Three Months Ended Three Months Ended Six Months Ended Six Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Research and development $ 7 $ 10 $ 7 $ 174 General and administrative $ 4,131 $ 1,226 $ 5,056 $ 2,282 Total $ 4,138 $ 1,236 $ 5,063 $ 2,456 The total unrecognized compensation cost related to unvested stock option grants as of September 30, 2020 was approximately $2,866,000 and the weighted average period over which these grants are expected to vest is 3.59 years. The total unrecognized compensation cost related to unvested restricted stock units (not including performance-based restricted stock units) as of September 30, 2020 was approximately $35,000, which will be recognized over a weighted average period of 2.14 years. The total unrecognized compensation cost related to unvested performance-based restricted stock units as of September 30, 2020 was approximately $45,000, which will be recognized over a weighted average period of 0.75 years. As of September 30, 2020, there are no participants enrolled in the employee stock purchase plan for the current purchase period, beginning September 1, 2020. The Company uses the Black-Scholes valuation model to calculate the fair value of stock options. Stock-based compensation expense is recognized over the vesting period using the straight-line method. The fair value of stock options was estimated at the grant date using the following weighted average assumptions: Three Months Ended Three Months Ended Six Months Ended Six Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Dividend yield — — — — Volatility 108.39 % 84.36 % 108.39 % 84.36 % Risk-free interest rate 0.27 % 1.53 % 0.27 % 1.53 % Expected life of options 6.00 years 6.00 years 6.00 years 6.00 years Weighted average grant date fair value $ 6.22 $ 4.60 $ 6.22 $ 4.60 The assumed dividend yield is based on the Company’s expectation of not paying dividends in the foreseeable future. The Company uses the Company-specific historical volatility rate as the indicator of expected volatility. The risk-free interest rate assumption was based on U.S. Treasury rates. The weighted average expected life of options was estimated using the average of the contractual term and the weighted average vesting term of the options. The measurement and classification of share-based payments to non-employees is consistent with the measurement and classification of share-based payments to employees. The fair value of each restricted stock unit and performance-based restricted stock unit is recognized as stock-based compensation expense over the vesting term of the award. The fair value is based on the closing stock price on the date of the grant. The Company uses the Black-Scholes valuation model to calculate the fair value of shares issued pursuant to the ESPP. Stock-based compensation expense is recognized over the purchase period using the straight-line method. The fair value of ESPP shares was estimated at the purchase period commencement date using the following assumptions: Three Months Ended Three Months Ended Six Months Ended Six Months Ended September 30, 2020* September 30, 2019 September 30, 2020* September 30, 2019 Dividend yield — — — — Volatility 0.00 % 43.69 % 0.00 % 43.69 % Risk-free interest rate 0.00 % 2.52 0.00 % 2.52 Expected term 0 months 6 months 0 months 6 months Grant date fair value $ - $ 5.80 $ - $ 5.80 *There were no participants in the ESPP for the purchase period beginning March 1, 2020 and the current purchase period (beginning September 1, 2020). The assumed dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. The Company uses the Company-specific historical volatility rate as the indicator of expected volatility. The risk-free interest rate assumption was based on U.S. Treasury rates. The expected life is the 6-month purchase period. Preferred stock The Company is authorized to issue 25,000,000 shares of preferred stock. There are no shares of preferred stock currently outstanding, and the Company has no current plans to issue shares of preferred stock. Common stock On June 25, 2019, the Company received a notice letter from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock for the last 30 consecutive business days, the Company no longer meets the requirement to maintain a minimum closing bid price of $1 per share, as set forth in Nasdaq Listing Rule 5450(a)(1). On December 26, 2019, the Company obtained an additional compliance period of 180 calendar days by electing to transfer to The Nasdaq Capital Market. On March 26, 2020, the Company obtained shareholder approval to effect a reverse stock split in a range from 20:1 to 40:1 in order to meet the minimum closing bid price per share requirement under the Nasdaq Listing Rules. On April 17, 2020, the Company received an additional notice letter from Nasdaq indicating that based on extraordinary market conditions, Nasdaq has determined to toll the compliance periods for bid price and market value of publicly held shares requirements (collectively, the “Price-based Requirements”) through June 30, 2020. Accordingly, since the Company had 66 calendar days remaining in its compliance period as of April 16, 2020, the Company had until September 4, 2020 to regain compliance. On August 18, 2020, the Company effected the Reverse Stock Split with a ratio of 20:1, The Company has an effective shelf registration statement on Form S-3 (File No. 333-222929) and the related prospectus previously declared effective by the Securities and Exchange Commission (the “SEC”) on February 22, 2018 (the “2018 Shelf”), that expires on February 22, 2021, which registered $100,000,000 of common stock, preferred stock, warrants and units, or any combination of the foregoing. On March 16, 2018, the Company entered into a Sales Agreement (“2018 Sales Agreement”) with H.C. Wainwright & Co., LLC and Jones Trading Institutional Services LLC (each an “Agent” and together, the “Agents”) and filed a prospectus supplement to the 2018 Shelf, pursuant to which the Company may offer and sell, from time to time through the Agents, shares of its common stock in at-the-market sales transactions having an aggregate offering price of up to $50,000,000 (the “Shares”). Any shares offered and sold will be issued pursuant to the Company’s 2018 Shelf. During the six months ended September 30, 2020 and 2019, the Company issued 0 and 304,369 shares of common stock, respectively, for net proceeds of $0 and $5.0 million in at-the-market offerings under the 2018 Sales Agreement. As of September 30, 2020, the Company has sold an aggregate of 885,959 shares of common stock in at-the-market offerings under the 2018 Sales Agreement, with gross proceeds of approximately $18.7 million. Based on these sales, the Company cannot raise more than an aggregate of $81.3 million in future offerings under the 2018 Shelf, including the $31.3 million remaining available for future issuance through its at-the-market program under the 2018 Sales Agreement. During the three and six months ended September 30, 2020 and 2019, the Company issued 2,600 and 0 shares of common stock upon the exercise of stock options, respectively. Restricted stock units The following table summarizes the Company’s restricted stock units (not including performance-based restricted stock units) activity from March 31, 2020 through September 30, 2020: Number of Shares Weighted Average Price Unvested at March 31, 2020 18,116 $ 43.49 Granted — $ — Vested (16,377 ) $ 45.83 Cancelled / forfeited — $ — Unvested at September 30, 2020 1,739 $ 21.46 Performance-based restricted stock units On April 24, 2017, the Company issued a Performance-Based Restricted Stock Unit Award for 10,441 shares of common stock (the “PBRSU”) to its then-newly hired Chief Executive Officer. The PBRSU was issued outside of the 2012 Plan, in the Inducement Award Agreement, as an “inducement award” within the meaning of Nasdaq Marketplace Rule 5635(c)(4). While outside the Company’s 2012 Plan, the terms and conditions of the awards are consistent with awards granted to the Company’s executive officers pursuant to the 2012 Plan. On August 23, 2017, the Board formally approved the vesting criteria for the PBRSU. The vesting of the PBRSU is divided into five separate tranches each with independent vesting criteria. The first four tranches had performance criteria related to annual revenue goals with measurement at the end of fiscal year 2018 (20 percent), fiscal year 2019 (20 percent), fiscal year 2020 (20 percent), and fiscal year 2021 (20 percent). The fifth tranche had a performance metric related to a path to profitability goal measured as Negative Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) achievable at any point between the grant date and the end of fiscal year 2020 (20 percent). The number of units that ultimately vest for each tranche will range from 0 percent to 120 percent of the target amount, not to exceed 10,441 in aggregate. On December 12, 2018, the Board formally approved an amendment to the vesting criteria for the PBRSUs. As of December 12, 2018, 100 percent of the Negative Adjusted EBITDA tranche, or 2,088 shares had vested and 418 units had been forfeited. Based on the amendment to the vesting criteria, the remaining 7,935 units eligible to vest upon future performance were divided into three separate but equal tranches with independent vesting criteria based on the achievement of certain regulatory milestones. Based on the amended PBRSU vesting terms, a Type III modification, the modified grant date fair value of the PBRSUs is $165,000 of which one-third is being recognized over the expected service period of each tranche ending on April 23, 2023. The Company began recording stock-based compensation expense for the initial performance tranches after the August 23, 2017 grant date when the initial financial performance goals were established and approved and has modified its recording of compensation expense in accordance with the amended performance tranches beginning on December 12, 2018. As of September 30, 2020, all tranches accelerated vesting due to a change in control. On July 2, 2019, the Company issued Performance-Based Restricted Stock Unit Awards (the “PBRSU Retention Awards”) for an aggregate of 301,391 shares of common stock to its management team. The PBRSUs were issued pursuant to the 2012 Plan. The PBRSU Retention Awards will vest in full upon the earlier of the Company’s engagement in a pre-IND meeting with the FDA, twenty-four months from the grant date, or a change in control. As of September 30, 2020, 111,682 shares forfeited due to terminations and 177,480 shares accelerated vesting due to a change in control. The remaining 12,229 shares are expected to vest twenty-four months from the grant date as these particular shares require two of the conditions to be met in order to vest. The following table summarizes the Company’s performance-based restricted stock unit activity from March 31, 2020 through September 30, 2020: Number of Shares Weighted Average Price Unvested at March 31, 2020 197,644 $ 10.24 Granted — $ — Vested (185,415 ) $ 10.27 Cancelled / forfeited — $ — Unvested at September 30, 2020 12,229 $ 9.80 Stock options The following table summarizes the Company’s stock option activity from March 31, 2020 to September 30, 2020: Options Outstanding Weighted Average Exercise Price Aggregate Intrinsic Value Outstanding at March 31, 2020 377,980 $ 41.81 $ 37,440 Options granted 466,875 $ 7.61 $ — Options cancelled / forfeited — $ — $ — Options exercised (2,600 ) $ 5.32 $ 8,580 Outstanding at September 30, 2020 842,255 $ 22.96 $ 168,742 Vested and Exercisable at September 30, 2020 375,380 $ 42.06 $ 26,936 The weighted average remaining contractual term of options exercisable and outstanding at September 30, 2020 was approximately 0.88 years. Employee Stock Purchase Plan In June 2016, Common stock reserved for future issuance Common stock reserved for future issuance consisted of the following at September 30, 2020: Common stock options outstanding and reserved under the 2012 Plan 737,845 Common stock reserved under the 2012 Plan 251,026 Common stock reserved under the ESPP 59,435 Restricted stock units outstanding under the 2012 Plan 1,739 Performance-based restricted stock units outstanding under the 2012 Plan 12,229 Common stock options outstanding and reserved under the Inducement Award Agreement 104,410 Total at September 30, 2020 1,166,684 Treasury stock Repurchased shares of common stock are recorded as treasury stock, at cost, but may from time to time be retired. Following the Reverse Stock Split |
Collaborative Research, Develop
Collaborative Research, Development, and License Agreements | 6 Months Ended |
Sep. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Collaborative Research, Development, and License Agreements | Note 4. Collaborative Research, Development, and License Agreements In December 2016, the Company signed a collaborative non-exclusive research affiliation with a university medical school and a non-profit medical charity, under which the Company received a one-time grant from the charity towards the placement of a NovoGen® Bioprinter at the university for the purpose of developing a kidney organoid for potential therapeutic applications. The Company received up-front payments in January and March 2017, which has been recorded as deferred revenue. Revenue of $0 and $9,000 was recorded under this agreement for the three months ended September 30, 2020 and 2019, respectively. Revenue of $0 and $19,000 was recorded under this agreement for the six months ended September 30, 2020 and 2019, respectively. The Company completed its obligations under this agreement and does not anticipate recording any further revenue. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Sep. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5. Commitments and Contingencies Legal matters In addition to commitments and obligations in the ordinary course of business, the Company may be subject, from time to time, to various claims and pending and potential legal actions arising out of the normal conduct of its business. On January 30, 2020, the Company received a demand letter (the “Letter”) from a purported stockholder alleging that the disclosures in the Form S-4 filed with the U.S. Securities and Exchange Commission (“SEC”) on December 23, 2019 violated federal securities laws by failing to disclose certain allegedly material information. The Letter demands, among other things, that the Company make corrective disclosures and reserves the right to pursue legal action. The Company believes the assertions in the Letter are without merit and now moot. On March 4, 2020, the Company received a letter from the SEC regarding an inquiry into certain of the Company’s prior disclosures and related operations. The Company has cooperated with the SEC in response to this subpoena. On October 5, 2020, the Company received a letter from the SEC with the following response: “We have concluded the investigation as to Organovo Holdings, Inc. (“Organovo”). Based on the information we have as of this date, we do not intend to recommend an enforcement action by the Commission against Organovo.” The Company assesses contingencies to determine the degree of probability and range of possible loss for potential accrual in its financial statements. Because litigation is inherently unpredictable and unfavorable resolutions could occur, assessing litigation contingencies is subjective and requires judgments about future events. When evaluating contingencies, the Company may be unable to provide a meaningful estimate due to a number of factors, including the procedural status of the matter in question, the presence of complex or novel legal theories, and/or the ongoing discovery and development of information important to the matters. In addition, damage amounts claimed in litigation against it may be unsupported, exaggerated or unrelated to possible outcomes, and as such are not meaningful indicators of its potential liability. The Company regularly reviews contingencies to determine the adequacy of its accruals and related disclosures. During the period presented, the Company has not recorded any accrual for loss contingencies associated with any claims or legal proceedings; determined that an unfavorable outcome is probable or reasonably possible; or determined that the amount or range of any possible loss is reasonably estimable. However, the outcome of legal proceedings and claims brought against the Company is subject to significant uncertainty. Therefore, although management considers the likelihood of such an outcome to be remote, if one or more of these legal matters were resolved against the Company in a reporting period, the Company’s consolidated financial statements for that reporting period could be materially adversely affected. |
Leases
Leases | 6 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases | Note 6. Leases Operating Leases In October 2019, the Company entered into an agreement to rent office space at 440 Stevens Avenue, Suite 200, Solana Beach, California 92075. This agreement is a month-to-month contract and can be terminated at-will by either party at any time. As such, the Company has concluded that this agreement does not contain a lease and will be expensed as incurred. Monthly rental payments are approximately $4,000 per month. The Company recorded operating lease expense for its former facilities on 6275 Nancy Ridge Drive, San Diego, California 92121 and its copy machines on a straight-line basis over the life of the leases, which were terminated in the third quarter of fiscal 2019. For the three months ended September 30, 2020 and 2019, the Company recorded operating lease expense of approximately $0 and $262,000, respectively. For the six months ended September 30, 2020 and 2019, the Company recorded operating lease expense of approximately $0 and $524,000, respectively. In addition, the Company recorded rent expense for the office space of approximately $13,000 and $0 for the three months ended September 30, 2020 and 2019, respectively. The Company recorded rent expense for the office space of approximately $25,000 and $0 for the six months ended September 30, 2020 and 2019, respectively. Variable lease costs associated with the Company’s leases, such as payments for additional monthly fees to cover the Company’s share of certain facility expenses (common area maintenance, or CAM) are expensed as incurred. Variable lease expense was approximately $0 and $130,000 for the three months ended September 30, 2020 and 2019, respectively. Variable lease expense was approximately $0 and $237,000 for the six months ended September 30, 2020 and 2019, respectively. Short-term lease cost for the three months ended September 30, 2020 and 2019 was approximately $0 and $22,000, respectively. Short-term lease cost for the six months ended September 30, 2020 and 2019 was approximately $0 and $37,000, respectively. The short-term lease was terminated in the second quarter of fiscal 2020. |
Concentrations
Concentrations | 6 Months Ended |
Sep. 30, 2020 | |
Risks And Uncertainties [Abstract] | |
Concentrations | Note 7. Concentrations Credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of temporary cash investments. The Company maintains cash balances at various financial institutions located within the United States. Accounts at these institutions are secured by the Federal Deposit Insurance Corporation. Balances may exceed federally insured limits. The Company has not experienced losses in such accounts and management believes that the Company is not exposed to any significant credit risk with respect to its cash and cash equivalents. The Company is also potentially subject to concentrations of credit risk in its revenues and accounts receivable. Because it was in the early commercial stage, the Company’s revenues to date have been derived from a relatively small number of customers and collaborators. However, the Company has not historically experienced any accounts receivable write-downs and management does not believe significant credit risk exists as of September 30, 2020. |
Related Parties
Related Parties | 6 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 8. Related Parties From time to time, the Company will enter into an agreement with a related party in the ordinary course of its business and on terms and conditions it believes are as fair as those it offers and receives from independent third parties. These agreements are ratified by the Board or a committee thereof pursuant to its related party transaction policy. During fiscal 2020, the Company provided services to Viscient Biosciences (“Viscient”), an entity for which Keith Murphy, the Company’s Executive Chairman and Principal Executive Officer, serves as the Chief Executive Officer and President. Dr. Jeffrey Miner, the Company’s Chief Scientific Officer, is also the Chief Scientific Officer of Viscient, and Thomas Jurgensen, the Company’s General Counsel, is outside legal counsel of Viscient. In addition to the services provided by Organovo, Viscient has purchased primary human cell-based products from its former subsidiary, Samsara. There was approximately $19,000 of accounts receivable outstanding as of September 30, 2020 and $71,000 of accounts receivable outstanding as of September 30, 2019. The Company and Viscient have agreed on a payment plan under which Viscient will make a payment of the remaining balance on or before October 22, 2020 |
Restructuring
Restructuring | 6 Months Ended |
Sep. 30, 2020 | |
Restructuring And Related Activities [Abstract] | |
Restructuring | Note 9. Restructuring In August 2019, after a rigorous assessment of the Company’s lead liver therapeutic tissue program following completion of various preclinical studies, the Board concluded that the variability of biological performance and related duration of potential benefits presented development challenges and lengthy redevelopment timelines that no longer supported an attractive opportunity for the Company and its stockholders. Furthermore, the Board deemed the stage of development of the Company’s other therapeutic pipeline assets, including stem cell based tissue programs, to be too premature to potentially reach IND filing status within an acceptable investment horizon and with the Company’s available resources. As a result, the Company suspended all development of its lead program and all other related pipeline development activity and engaged a financial advisory firm to explore its strategic alternatives, including evaluating a range of ways to generate value from the Company’s technology platform and intellectual property, its commercial and development capabilities, its listing on the Nasdaq Capital Market, and its remaining financial assets. Under the restructuring plan, the Company terminated the employment of 52 employees, or 90 percent of its workforce and recorded a restructuring charge during the year ended March 31, 2020 of approximately $2.7 million, related to employee severance and benefits costs, of which approximately $1.7 million was paid out during the second quarter of fiscal 2020, approximately $0.9 million was paid out during the third quarter of fiscal 2020, approximately $0.1 million was paid out during the fourth quarter of fiscal 2020, and less than $0.1 million was paid out during the first quarter of fiscal 2021. The approval of the Advisory Nominees Proposal in September 2020 triggered a “Change of Control” under the Company’s severance plan. As a result, the Company terminated the employment of its executive officers and recorded a restructuring charge of approximately $2.8 million, related to employee severance and benefits costs, of which approximately $2.6 million was paid out during the second quarter of fiscal 2021. The Company expects to pay approximately $30,000 each quarter through the end of fiscal 2022 as part of the severance and benefit obligations. Approximately $2.8 million and $2.5 million of restructuring charges were recorded during the three and six months ended September 30, 2020 and 2019, respectively. Three Months Ended Three Months Ended Six Months Ended Six Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Severance for Involuntary Employee Terminations $ 2,808 $ 2,456 $ 2,808 $ 2,456 Total Restructuring Expense $ 2,808 $ 2,456 $ 2,808 $ 2,456 The following table summarizes the activity and balances of the restructuring reserve (in thousands): Severance for Involuntary Employee Terminations Balance at March 31, 2020 $ 21 Reserve established — Increase to reserve 2,808 Utilization of reserve: Payments (2,605 ) Balance at September 30, 2020 $ 224 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of presentation and principles of consolidation | Basis of presentation and principles of consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not necessarily include all information and notes required by GAAP for complete financial statements. The condensed consolidated balance sheet at March 31, 2020 is derived from the Company’s audited consolidated balance sheet at that date. The unaudited condensed consolidated financial statements include the accounts of Organovo and its wholly owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the unaudited financial information for the interim periods presented reflects all adjustments, which are only normal and recurring, necessary for a fair statement of the Company’s financial position, results of operations, stockholders’ equity and cash flows. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2020, as filed with the Securities and Exchange Commission (“SEC”). Operating results for interim periods are not necessarily indicative of operating results for the Company’s fiscal year ending March 31, 2021 (see “ Note 1. Description of Business” On August 18, 2020, the Company effected a 1-for-20 reverse stock split of its common stock (the “Reverse Stock Split”). Unless otherwise indicated, all share amounts, per share data, share prices, exercise prices and conversion rates set forth in these notes and the accompanying condensed consolidated financial statements have, where applicable, been adjusted retroactively to reflect the Reverse Stock Split. |
Liquidity | Liquidity As of September 30, 2020, the Company had cash and cash equivalents of approximately $17.7 million and an accumulated deficit of approximately $291.2 million. The Company also had negative cash flows from operations of approximately $9.7 million during the six months ended September 30, 2020. Through September 30, 2020, the Company has financed its operations primarily through the sale of convertible notes, warrants, the private placement of equity securities, the sale of common stock through public and at-the-market (“ATM”) offerings, and through revenue derived from product and research service-based agreements, collaborative agreements, licenses, and grants. During the three and six months ended September 30, 2020, the Company issued no shares of its common stock through its ATM facility. Throughout the strategic alternatives assessment process, the Company has taken steps to manage its resources and extend its cash runway including selling various assets and reducing its workforce to the minimum level necessary to The Company believes its cash and cash equivalents on hand will be sufficient to meet its financial obligations for at least the next 12 months of operations. The approval of the Advisory Nominees Proposal triggered a “Change of Control” under the Company’s severance plan, as well as its Directors and Officers (“D&O”) liability insurance policies, which required the following cash outlays: i) approximately $2.8 million for severance obligations; ii) approximately $2.0 million (or $1.7 million net of returned premium) for a six year D&O tail insurance policy; and iii) a new D&O policy premium at approximately $0.8 million. The cash outlays for severance obligations and D&O tail insurance policies were one-time non-recurring expenses that occurred in September 2020 and therefore are reflected in the ending cash balance. In addition, as the Company recommences its operations and is focusing its efforts on drug discovery and development, the Company will need to raise additional capital to implement this new business plan. The Company cannot predict with certainty the exact amount or timing for any future capital raises. If required, the Company may seek to raise additional capital through debt or equity financings, or through some other financing arrangement. However, the Company cannot be sure that additional financing will be available if and when needed, or that, if available, it can obtain financing on terms favorable to its stockholders. Any failure to obtain financing when required will have a material adverse effect on the Company’s business, operating results, financial condition and ability to continue as a going concern. |
Use of estimates | The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Significant estimates used in preparing the unaudited condensed consolidated financial statements include those assumed in the valuation of stock-based compensation expense and the valuation allowance on deferred tax assets. On an ongoing basis, management reviews these estimates and assumptions. Though the impact of the COVID-19 pandemic to its business and operating results presents additional uncertainty, the Company continues to use the best information available to inform its critical accounting estimates. |
Revenue recognition | Revenue recognition The Company has generated revenues from payments received from research service agreements, product sales, collaborative agreements with partners including pharmaceutical and biotechnology companies and academic institutions, licenses, and grants from the National Institutes of Health (“NIH”) and private not-for-profit organizations. The Company recognized revenue under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers Billings to customers or payments received from customers were included in deferred revenue on the consolidated balance sheet until all revenue recognition criteria were met. As of September 30, 2020 and March 31, 2020, the Company had no deferred revenue. Service revenues The Company’s service-based business, Organovo, Inc., previously utilized its NovoGen® bioprinting platform to provide customers access to its highly specialized tissues that model human biology and disease, and to in vitro For service contracts, the Company allocated the transaction price to each performance obligation based on the estimated relative standalone selling prices of the promised products or services underlying each performance obligation. If the standalone selling price was not observable through past transactions, the Company estimated the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. The transaction price for service business contracts was a fixed consideration. In connection with the Company’s decision to pursue its strategic alternatives, the Company halted commercial activities related to its liver tissues. The Company expects to continue to maintain its external research collaborations and its intellectual property portfolio. Product sales, net The Company’s former product-based business, Samsara Sciences, Inc., produced high-quality cell-based products for use in Organovo’s 3D tissue manufacturing and for use by life science customers. The Company recognized product revenue when the performance obligation was satisfied, which was at the point in time the customer obtained control of the Company’s product, typically upon delivery. Product revenues were recorded at the transaction price, net of any estimates for variable consideration under Topic 606. The Company’s process for estimating variable consideration did not differ materially from its historical practices. Variable consideration was estimated using the expected value method which considers the sum of probability-weighted amounts in a range of possible amounts under the contract. Product revenue reflected the Company’s best estimates of the amount of consideration to which it was entitled based on the terms of the individual contracts. Actual amounts of consideration ultimately received may have differed from the Company’s estimates. If actual results varied materially from the Company’s estimates, the Company would have adjusted these estimates, which would have affected revenue from product sales and earnings in the period such estimates were adjusted. The Company provided no right of return to its customers except in cases where a customer obtained authorization from the Company for the return. To date, there have been no product returns. In March 2020, the Company dissolved Samsara. Collaborative research, development, and licenses The Company has entered into collaborative agreements with partners that typically include one or more of the following: (i) non-exclusive license fees; (ii) non-refundable up-front fees; (iii) payments for reimbursement of research costs; (iv) payments associated with achieving specific development milestones; and (v) royalties based on specified percentages of net product sales, if any. At the initiation of an agreement, the Company analyzed whether it results in a contract with a customer under Topic 606 or in an arrangement with a collaborator subject to guidance under ASC Topic 808, Collaborative Arrangements The Company considered a variety of factors in determining the appropriate estimates and assumptions under these arrangements, such as whether the elements were distinct performance obligations, whether there were determinable stand-alone prices, and whether any licenses were functional or symbolic. The Company evaluated each performance obligation to determine if it could be satisfied and recognized as revenue at a point in time or over time. Typically, non-exclusive license fees, non-refundable upfront fees, and funding of research activities were considered fixed, while milestone payments were identified as variable consideration which must be evaluated to determine if it was constrained and, therefore, excluded from the transaction price. The Company’s collaborative agreements that were not completed at the implementation of Topic 606 on April 1, 2018, consisted of research collaboration and limited technology access licenses. These agreements provided the licensee with a non-exclusive, non-transferable, limited, royalty-free technology license, including access to Organovo’s proprietary bioprinter platform, training, and continued support by means of consumables and consultation throughout the duration of the contract. The Company determined that the intellectual property license was not distinct from the continued support promised under the agreement and was therefore a single combined performance obligation. The Company recognized revenue for these combined performance obligations over time for the duration of the license period, as the combined performance obligation would not be fully satisfied until the end of the contract. As of September 30, 2019, the Company completed its obligations under the existing agreements with respect to receipts of revenue and does not anticipate recording any further revenue. Grant revenue In July 2017, the NIH awarded the Company a “Research and Development” grant totaling approximately $1,657,000 of funding over three years. The Company concluded this government grant was not within the scope of Topic 606, as government entities do not meet the definition of a “customer” as defined by Topic 606, as there is not considered to be a transfer of control of goods or services to the government entity funding the grant. Additionally, the Company concluded this government grant did meet the definition of a contribution and is a non-reciprocal transaction, however, Subtopic 958-605, Not-for-Profit-Entities-Revenue Recognition did not apply, as the Company is a business entity and the grant was with a governmental agency. Revenues from this grant were based upon internal costs incurred that are specifically covered by the grant, plus an additional rate that provides funding for overhead expenses. Revenue was recognized as the Company incurred expenses that were related to the grant. T he Company believes this policy was consistent with the overarching premise in Topic 606, to ensure that it recognized revenues to reflect the transfer of promised goods or services to customers in an amount that reflected the consideration to which it expected to be entitled in exchange for those goods or services, even though there was no “exchange” as defined in the ASC. The Company believed the recognition of revenue as costs were incurred and amounts became earned/realizable was analogous to the concept of transfer of control of a service over time under Topic 606. In connection with the Company’s decision to pursue its strategic alternatives, specific to the NIH NASH grant, all internal research activities have been halted |
Cost of revenues | Cost of revenues The Company reported no cost of revenues for the three and six months ended September 30, 2020 and approximately $0.3 million in cost of revenues for the three and six months ended September 30, 2019, respectively. Cost of revenues consisted of costs related to manufacturing and delivering product and service revenue. |
Net loss per share | Net loss per share Basic and diluted net loss per share has been computed using the weighted-average number of shares of common stock outstanding during the period. The weighted-average number of shares used to compute diluted loss per share excludes any assumed exercise of stock options, shares reserved for purchase under the Company’s 2016 Employee Stock Purchase Plan (“ESPP”), the assumed release of restriction of restricted stock units, and shares subject to repurchase as the effect would be anti-dilutive. No dilutive effect was calculated for the three and six months ended September 30, 2020 or 2019, as the Company reported a net loss for each respective period and the effect would have been anti-dilutive. Common stock equivalents excluded from computing diluted net loss per share due to their anti-dilutive effect were approximately 0.9 million at September 30, 2020 and 1.0 million at September 30, 2019. |
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. Unless otherwise stated, the Company believes that the impact of the recently issued accounting pronouncements that are not yet effective will not have a material impact on its consolidated financial position or results of operations upon adoption. Adoption of New Accounting Pronouncements In November 2018, the FASB issued Accounting Standard Update (“ASU”) 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 (“ASU 2018-18”), which provides guidance on whether certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606. ASU 2018-18 provides more comparability in the presentation of revenue for certain transactions between collaborative arrangement participants. The key improvements to GAAP for collaborative arrangements resulting from ASU 2018-18 are to (i) clarify that certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606 when the collaborative arrangement participant is a customer in the context of a unit-of-account, (ii) add unit-of-account guidance in Topic 808 to align with the guidance in Topic 606, and (iii) require that in a transaction with a collaborative arrangement participant that is not directly related to sales to third parties, presenting the transaction together with revenue recognized under Topic 606 is precluded if the collaborative arrangement participant is not a customer. ASU 2018-18 is effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years with early adoption permitted. This new guidance became effective for the Company on April 1, 2020 and did not have a significant impact on the Company’s unaudited condensed consolidated financial statements |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Class Of Stock [Line Items] | |
Schedule of Stock-based Compensation Expense | Stock-based compensation expense for all stock-based awards consists of the following (in thousands): Three Months Ended Three Months Ended Six Months Ended Six Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Research and development $ 7 $ 10 $ 7 $ 174 General and administrative $ 4,131 $ 1,226 $ 5,056 $ 2,282 Total $ 4,138 $ 1,236 $ 5,063 $ 2,456 |
Fair Value of Employee Stock Options | The fair value of stock options was estimated at the grant date using the following weighted average assumptions: Three Months Ended Three Months Ended Six Months Ended Six Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Dividend yield — — — — Volatility 108.39 % 84.36 % 108.39 % 84.36 % Risk-free interest rate 0.27 % 1.53 % 0.27 % 1.53 % Expected life of options 6.00 years 6.00 years 6.00 years 6.00 years Weighted average grant date fair value $ 6.22 $ 4.60 $ 6.22 $ 4.60 |
Fair Value of Employee Stock Purchase Plan | The fair value of ESPP shares was estimated at the purchase period commencement date using the following assumptions: Three Months Ended Three Months Ended Six Months Ended Six Months Ended September 30, 2020* September 30, 2019 September 30, 2020* September 30, 2019 Dividend yield — — — — Volatility 0.00 % 43.69 % 0.00 % 43.69 % Risk-free interest rate 0.00 % 2.52 0.00 % 2.52 Expected term 0 months 6 months 0 months 6 months Grant date fair value $ - $ 5.80 $ - $ 5.80 *There were no participants in the ESPP for the purchase period beginning March 1, 2020 and the current purchase period (beginning September 1, 2020). |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity from March 31, 2020 to September 30, 2020: Options Outstanding Weighted Average Exercise Price Aggregate Intrinsic Value Outstanding at March 31, 2020 377,980 $ 41.81 $ 37,440 Options granted 466,875 $ 7.61 $ — Options cancelled / forfeited — $ — $ — Options exercised (2,600 ) $ 5.32 $ 8,580 Outstanding at September 30, 2020 842,255 $ 22.96 $ 168,742 Vested and Exercisable at September 30, 2020 375,380 $ 42.06 $ 26,936 |
Common Stock Reserved for Future Issuance | Common stock reserved for future issuance consisted of the following at September 30, 2020: Common stock options outstanding and reserved under the 2012 Plan 737,845 Common stock reserved under the 2012 Plan 251,026 Common stock reserved under the ESPP 59,435 Restricted stock units outstanding under the 2012 Plan 1,739 Performance-based restricted stock units outstanding under the 2012 Plan 12,229 Common stock options outstanding and reserved under the Inducement Award Agreement 104,410 Total at September 30, 2020 1,166,684 |
Restricted stock units (RSUs) [Member] | |
Class Of Stock [Line Items] | |
Summary of Company's Restricted Stock Units Activity and Performance Based Restricted Stock Units Activity | The following table summarizes the Company’s restricted stock units (not including performance-based restricted stock units) activity from March 31, 2020 through September 30, 2020: Number of Shares Weighted Average Price Unvested at March 31, 2020 18,116 $ 43.49 Granted — $ — Vested (16,377 ) $ 45.83 Cancelled / forfeited — $ — Unvested at September 30, 2020 1,739 $ 21.46 |
Performance-Based Restricted Stock Units [Member] | |
Class Of Stock [Line Items] | |
Summary of Company's Restricted Stock Units Activity and Performance Based Restricted Stock Units Activity | The following table summarizes the Company’s performance-based restricted stock unit activity from March 31, 2020 through September 30, 2020: Number of Shares Weighted Average Price Unvested at March 31, 2020 197,644 $ 10.24 Granted — $ — Vested (185,415 ) $ 10.27 Cancelled / forfeited — $ — Unvested at September 30, 2020 12,229 $ 9.80 |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Restructuring And Related Activities [Abstract] | |
Summary of Restructuring Charges | Approximately $2.8 million and $2.5 million of restructuring charges were recorded during the three and six months ended September 30, 2020 and 2019, respectively. Three Months Ended Three Months Ended Six Months Ended Six Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Severance for Involuntary Employee Terminations $ 2,808 $ 2,456 $ 2,808 $ 2,456 Total Restructuring Expense $ 2,808 $ 2,456 $ 2,808 $ 2,456 |
Summary of Activity and Balances of Restructuring Reserve | The following table summarizes the activity and balances of the restructuring reserve (in thousands): Severance for Involuntary Employee Terminations Balance at March 31, 2020 $ 21 Reserve established — Increase to reserve 2,808 Utilization of reserve: Payments (2,605 ) Balance at September 30, 2020 $ 224 |
Description of Business - Addit
Description of Business - Additional Information (Detail) | 6 Months Ended |
Sep. 30, 2020USD ($)Vote | |
Messrs. Murphy [Member] | |
Description Of Business [Line Items] | |
Number of votes secured | 59,229,909 |
Percentage of vote received in re-election of annual meeting | 98.90% |
Stern [Member] | |
Description Of Business [Line Items] | |
Number of votes secured | 59,147,657 |
Percentage of vote received in re-election of annual meeting | 98.80% |
Advisory Nominees [Member] | |
Description Of Business [Line Items] | |
Number of votes secured | 54,368,360 |
Percentage of vote received in re-election of annual meeting | 91.40% |
Maximum [Member] | |
Description Of Business [Line Items] | |
Reimbursement of merger-related expenses | $ | $ 300,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) | Aug. 18, 2020 | Jul. 31, 2017USD ($) | Sep. 30, 2020USD ($)shares | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)shares | Sep. 30, 2019USD ($)shares | Mar. 31, 2020USD ($)shares |
Summary Of Significant Accounting Policies [Line Items] | |||||||
Conversion ratio | 20 | ||||||
Cash and cash equivalents | $ 17,656,000 | $ 30,350,000 | $ 17,656,000 | $ 30,350,000 | $ 27,356,000 | ||
Accumulated deficit | $ (291,184,000) | (291,184,000) | $ (279,465,000) | ||||
Cash flow from operations | $ 9,718,000 | 11,090,000 | |||||
Issuance of common stock | shares | 6,732,090 | 6,732,090 | 6,527,900 | ||||
Severance obligations | $ 2,808,000 | 2,456,000 | $ 2,808,000 | 2,456,000 | |||
Deferred revenue | 0 | 0 | $ 0 | ||||
Cost of revenues | 0 | 300,000 | 0 | 300,000 | |||
Dilutive effect | $ 0 | $ 0 | $ 0 | $ 0 | |||
Common stock equivalents excluded from computing diluted net loss per share | shares | 900,000 | 1,000,000 | |||||
NIH Research Grants Two [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Revenue recognized under grants | $ 1,657,000 | ||||||
Grant revenue funding period | 3 years | ||||||
Product [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Product return revenue | $ 0 | ||||||
Grants [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Revenue unutilized remaining available balance | $ 500,000 | ||||||
Maximum [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Conversion ratio | 40 | ||||||
Minimum [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Conversion ratio | 20 | ||||||
Directors and Officers [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Severance obligations | $ 2,800,000 | ||||||
New policy premium | 800,000 | ||||||
Directors and Officers [Member] | Maximum [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Net of returned insurance premium | 2,000,000 | ||||||
Directors and Officers [Member] | Minimum [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Net of returned insurance premium | $ 1,700,000 | ||||||
At-The-Market Facility [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Issuance of common stock | shares | 0 | 0 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stock-based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 4,138 | $ 1,236 | $ 5,063 | $ 2,456 |
Research and development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 7 | 10 | 7 | 174 |
General and administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 4,131 | $ 1,226 | $ 5,056 | $ 2,282 |
Stockholders' Equity - Stock-ba
Stockholders' Equity - Stock-based Compensation Expense and Valuation Information - Additional Information (Detail) | 6 Months Ended |
Sep. 30, 2020USD ($)Participant | |
Class Of Stock [Line Items] | |
Total unrecognized compensation cost related to unvested stock option grants | $ 2,866,000 |
Participants enrolled in the employee stock purchase plan | Participant | 0 |
Stock options [Member] | |
Class Of Stock [Line Items] | |
Total unrecognized compensation cost related, weighted average period | 3 years 7 months 2 days |
Restricted stock units (RSUs) [Member] | |
Class Of Stock [Line Items] | |
Total unrecognized compensation cost related, weighted average period | 2 years 1 month 20 days |
Unrecognized stock-based compensation expense | $ 35,000 |
Performance-Based Restricted Stock Units [Member] | |
Class Of Stock [Line Items] | |
Total unrecognized compensation cost related, weighted average period | 9 months |
Unrecognized stock-based compensation expense | $ 45,000 |
Stockholders' Equity - Fair Val
Stockholders' Equity - Fair Value of Employee Stock Options (Detail) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||||
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Volatility | 108.39% | 84.36% | 108.39% | 84.36% |
Risk-free interest rate | 0.27% | 1.53% | 0.27% | 1.53% |
Expected life of options | 6 years | 6 years | 6 years | 6 years |
Weighted average grant date fair value | $ 6.22 | $ 4.60 | $ 6.22 | $ 4.60 |
Stockholders' Equity - Fair V_2
Stockholders' Equity - Fair Value of Employee Stock Purchase Plan (Detail) - $ / shares | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | |
Volatility | 108.39% | 84.36% | 108.39% | 84.36% | |
Risk-free interest rate | 0.27% | 1.53% | 0.27% | 1.53% | |
Expected term | 6 years | 6 years | 6 years | 6 years | |
Grant date fair value | $ 6.22 | $ 4.60 | $ 6.22 | $ 4.60 | |
2016 Employee Stock Purchase Plan [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Dividend yield | 0.00% | 0.00% | 0.00% | [1] | 0.00% |
Volatility | 0.00% | 43.69% | 0.00% | [1] | 43.69% |
Risk-free interest rate | 0.00% | 2.52% | 0.00% | [1] | 2.52% |
Expected term | 0 days | 6 months | 0 days | [1] | 6 months |
Grant date fair value | $ 0 | $ 5.80 | $ 0 | [1] | $ 5.80 |
[1] | There were no participants in the ESPP for the purchase period beginning March 1, 2020 and the current purchase period (beginning September 1, 2020). |
Stockholders' Equity - Fair V_3
Stockholders' Equity - Fair Value of Employee Stock Purchase Plan (Parenthetical) (Detail) | Sep. 30, 2020Participant |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Participants enrolled in the employee stock purchase plan | 0 |
2016 Employee Stock Purchase Plan [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Participants enrolled in the employee stock purchase plan | 0 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock - Additional Information (Detail) | Sep. 30, 2020shares |
Equity [Abstract] | |
Preferred stock, shares authorized | 25,000,000 |
Preferred stock, shares outstanding | 0 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock - Additional Information (Detail) | Sep. 02, 2020$ / shares | Aug. 18, 2020 | Jun. 25, 2019$ / shares | Sep. 30, 2020USD ($)shares | Sep. 30, 2019shares | Sep. 30, 2020USD ($)shares | Sep. 30, 2019USD ($)shares | Mar. 31, 2020shares | Mar. 16, 2018USD ($) |
Class Of Stock [Line Items] | |||||||||
Reverse stock split | 20:1 to 40:1 | ||||||||
Conversion ratio | 20 | ||||||||
Issuance of common stock from stock options exercises, net, Shares | shares | 2,600 | 0 | 2,600 | 0 | |||||
Issuance of common stock | shares | 6,732,090 | 6,732,090 | 6,527,900 | ||||||
Minimum [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Minimum closing bid price | $ / shares | $ 1 | $ 1 | |||||||
Conversion ratio | 20 | ||||||||
Maximum [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Conversion ratio | 40 | ||||||||
2018 Sales Agreement [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Equity sales agreement expiration date | Feb. 22, 2021 | ||||||||
Value of shares sold under equity distribution agreement | $ 18,700,000 | ||||||||
Issuance of common stock | shares | 885,959 | 885,959 | |||||||
2018 Sales Agreement [Member] | Maximum [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock value reserved for future issuance | $ 81,300,000 | $ 81,300,000 | |||||||
IPO [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Securities authorized for offer and sale, amount | $ 100,000,000 | $ 100,000,000 | |||||||
At-The-Market Facility [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Issuance of common stock | shares | 0 | 0 | |||||||
At-The-Market Facility [Member] | 2018 Sales Agreement [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock value reserved for future issuance | $ 31,300,000 | $ 31,300,000 | |||||||
Issuance of common stock from stock options exercises, net, Shares | shares | 0 | 304,369 | |||||||
Value of shares sold under equity distribution agreement | $ 0 | $ 5,000,000 | |||||||
At-The-Market Facility [Member] | 2018 Sales Agreement [Member] | Maximum [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock value reserved for future issuance | $ 50,000,000 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Company's Restricted Stock Units Activity and Performance-Based Restricted Stock Units Activity (Detail) | 6 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Restricted stock units (RSUs) [Member] | |
Class Of Stock [Line Items] | |
Beginning balance, Unvested, Number of Shares | shares | 18,116 |
Granted, Number of Shares | shares | 0 |
Vested, Number of Shares | shares | (16,377) |
Canceled / forfeited, Number of Shares | shares | 0 |
Ending balance, Unvested, Number of Shares | shares | 1,739 |
Beginning balance, Unvested, Weighted Average Price | $ / shares | $ 43.49 |
Granted, Weighted Average Price | $ / shares | 0 |
Vested, Weighted Average Price | $ / shares | 45.83 |
Canceled / forfeited, Weighted Average Price | $ / shares | 0 |
Ending balance, Unvested, Weighted Average Price | $ / shares | $ 21.46 |
Performance-Based Restricted Stock Units [Member] | |
Class Of Stock [Line Items] | |
Beginning balance, Unvested, Number of Shares | shares | 197,644 |
Granted, Number of Shares | shares | 0 |
Vested, Number of Shares | shares | (185,415) |
Canceled / forfeited, Number of Shares | shares | 0 |
Ending balance, Unvested, Number of Shares | shares | 12,229 |
Beginning balance, Unvested, Weighted Average Price | $ / shares | $ 10.24 |
Granted, Weighted Average Price | $ / shares | 0 |
Vested, Weighted Average Price | $ / shares | 10.27 |
Canceled / forfeited, Weighted Average Price | $ / shares | 0 |
Ending balance, Unvested, Weighted Average Price | $ / shares | $ 9.80 |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted Stock Awards, Restricted Stock Units and Performance-Based Restricted Stock Units - Additional Information (Detail) | Jul. 02, 2019shares | Dec. 12, 2018shares | Aug. 23, 2017USD ($)Trancheshares | Sep. 30, 2020shares | Apr. 24, 2017shares |
Inducement Award Performance-Based Restricted Stock Units [Member] | |||||
Class Of Stock [Line Items] | |||||
Number of tranches | Tranche | 5 | ||||
Award vesting percentage | 100.00% | ||||
Grant date fair values of tranches | $ | $ 165,000 | ||||
Inducement Award Performance-Based Restricted Stock Units [Member] | Maximum [Member] | |||||
Class Of Stock [Line Items] | |||||
Number of shares allocated | 10,441 | ||||
Inducement Award Performance-Based Restricted Stock Units [Member] | Share-based Compensation Award, Tranche One [Member] | |||||
Class Of Stock [Line Items] | |||||
Award vesting percentage | 20.00% | ||||
Stock units vesting year | 2018 | ||||
Inducement Award Performance-Based Restricted Stock Units [Member] | Share-based Compensation Award, Tranche One [Member] | Minimum [Member] | |||||
Class Of Stock [Line Items] | |||||
Award vesting percentage | 0.00% | ||||
Inducement Award Performance-Based Restricted Stock Units [Member] | Share-based Compensation Award, Tranche One [Member] | Maximum [Member] | |||||
Class Of Stock [Line Items] | |||||
Award vesting percentage | 120.00% | ||||
Inducement Award Performance-Based Restricted Stock Units [Member] | Share-based Compensation Award, Tranche Two [Member] | |||||
Class Of Stock [Line Items] | |||||
Award vesting percentage | 20.00% | ||||
Stock units vesting year | 2019 | ||||
Inducement Award Performance-Based Restricted Stock Units [Member] | Share-based Compensation Award, Tranche Two [Member] | Minimum [Member] | |||||
Class Of Stock [Line Items] | |||||
Award vesting percentage | 0.00% | ||||
Inducement Award Performance-Based Restricted Stock Units [Member] | Share-based Compensation Award, Tranche Two [Member] | Maximum [Member] | |||||
Class Of Stock [Line Items] | |||||
Award vesting percentage | 120.00% | ||||
Inducement Award Performance-Based Restricted Stock Units [Member] | Share-based Compensation Award, Tranche Three [Member] | |||||
Class Of Stock [Line Items] | |||||
Award vesting percentage | 20.00% | ||||
Stock units vesting year | 2020 | ||||
Inducement Award Performance-Based Restricted Stock Units [Member] | Share-based Compensation Award, Tranche Three [Member] | Minimum [Member] | |||||
Class Of Stock [Line Items] | |||||
Award vesting percentage | 0.00% | ||||
Inducement Award Performance-Based Restricted Stock Units [Member] | Share-based Compensation Award, Tranche Three [Member] | Maximum [Member] | |||||
Class Of Stock [Line Items] | |||||
Award vesting percentage | 120.00% | ||||
Inducement Award Performance-Based Restricted Stock Units [Member] | Share Based Compensation Award Tranche Four [Member] | |||||
Class Of Stock [Line Items] | |||||
Award vesting percentage | 20.00% | ||||
Stock units vesting year | 2021 | ||||
Inducement Award Performance-Based Restricted Stock Units [Member] | Share Based Compensation Award Tranche Four [Member] | Minimum [Member] | |||||
Class Of Stock [Line Items] | |||||
Award vesting percentage | 0.00% | ||||
Inducement Award Performance-Based Restricted Stock Units [Member] | Share Based Compensation Award Tranche Four [Member] | Maximum [Member] | |||||
Class Of Stock [Line Items] | |||||
Award vesting percentage | 120.00% | ||||
Inducement Award Performance-Based Restricted Stock Units [Member] | Share Based Compensation Award Tranche Five [Member] | |||||
Class Of Stock [Line Items] | |||||
Award vesting percentage | 20.00% | ||||
Stock units vesting year | 2020 | ||||
Share based compensation arrangement, number of shares vested | 2,088 | ||||
Share based compensation arrangement, number of shares forfeited | 418 | ||||
Share based compensation arrangement, number of shares eligible to vest upon future performance | 7,935 | ||||
Share based compensation arrangement amendment description and terms | Based on the amendment to the vesting criteria, the remaining 7,935 units eligible to vest upon future performance were divided into three separate but equal tranches with independent vesting criteria based on the achievement of certain regulatory milestones. | ||||
Inducement Award Performance-Based Restricted Stock Units [Member] | Share Based Compensation Award Tranche Five [Member] | Minimum [Member] | |||||
Class Of Stock [Line Items] | |||||
Award vesting percentage | 0.00% | ||||
Inducement Award Performance-Based Restricted Stock Units [Member] | Share Based Compensation Award Tranche Five [Member] | Maximum [Member] | |||||
Class Of Stock [Line Items] | |||||
Award vesting percentage | 120.00% | ||||
Inducement Award Performance-Based Restricted Stock Units [Member] | CEO [Member] | |||||
Class Of Stock [Line Items] | |||||
Number of shares allocated | 10,441 | ||||
PBRSU Retention Awards [Member] | Management Team [Member] | |||||
Class Of Stock [Line Items] | |||||
Number of shares allocated | 301,391 | ||||
Vesting period | 24 months | 24 months | |||
Shares forfeited due to terminations | 111,682 | ||||
Shares accelerated vesting due to a change in control | 177,480 | ||||
Shares that are expected to vest | 12,229 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Stock Option Activity (Detail) - USD ($) | 6 Months Ended |
Sep. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Options Outstanding, Beginning balance | 377,980 |
Granted, Options Outstanding | 466,875 |
Cancelled / forfeited, Options Outstanding | 0 |
Exercised, Options Outstanding | (2,600) |
Options Outstanding, Ending balance | 842,255 |
Vested and Exercisable, Options Outstanding | 375,380 |
Weighted-Average Exercise Price, Options Beginning balance | $ 41.81 |
Options granted, Weighted-Average Exercise Price | 7.61 |
Options cancelled / forfeited, Weighted-Average Exercise Price | 0 |
Options exercised, Weighted-Average Exercise Price | 5.32 |
Weighted-Average Exercise Price, Options Ending balance | 22.96 |
Vested and Exercisable, Weighted-Average Exercise Price | $ 42.06 |
Aggregate Intrinsic Value, Options Beginning balance | $ 37,440 |
Options Exercised, Aggregate Intrinsic Value | 8,580 |
Aggregate Intrinsic Value, Options Ending balance | 168,742 |
Vested and Exercisable, Aggregate Intrinsic Value | $ 26,936 |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Options and Employee Stock Purchase Plan - Additional Information (Detail) | 6 Months Ended |
Sep. 30, 2020USD ($)shares | |
Class Of Stock [Line Items] | |
Weighted-average remaining contractual term of options exercisable | 10 months 17 days |
Weighted-average remaining contractual term of options outstanding | 10 months 17 days |
Number of common stock shares approved under ESPP | 1,166,684 |
ESPP [Member] | |
Class Of Stock [Line Items] | |
Number of common stock shares approved under ESPP | 75,000 |
Employee subscription rate | 15.00% |
Compensation amount per employee | $ | $ 25,000 |
Number of shares per employee | 500 |
Fair market value at discount | 85.00% |
Purchase period | 6 months |
Initial offering period | 2016-09 |
Description of plan | Shares under the ESPP are purchased at 85 percent of the fair market value at the lower of (i) the closing price on the first trading day of the six-month purchase period or (ii) the closing price on the last trading day of the six-month purchase period. |
Shares available for purchase under ESPP | 59,435 |
Stockholders' Equity - Common_2
Stockholders' Equity - Common Stock Reserved for Future Issuance (Detail) | Sep. 30, 2020shares |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Common stock reserved for future issuance | 1,166,684 |
Equity Incentive Plan 2012 [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Common stock reserved for future issuance | 251,026 |
ESPP [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Common stock reserved for future issuance | 75,000 |
Stock options [Member] | Equity Incentive Plan 2012 [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Common stock reserved for future issuance | 737,845 |
Stock options [Member] | ESPP [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Common stock reserved for future issuance | 59,435 |
Stock options [Member] | Inducement Award Agreement [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Common stock reserved for future issuance | 104,410 |
Restricted stock units (RSUs) [Member] | Equity Incentive Plan 2012 [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Common stock reserved for future issuance | 1,739 |
Performance-Based Restricted Stock Units [Member] | Equity Incentive Plan 2012 [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Common stock reserved for future issuance | 12,229 |
Stockholders' Equity - Treasury
Stockholders' Equity - Treasury Stock - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended |
Aug. 31, 2020 | Sep. 30, 2020 | |
Class Of Stock [Line Items] | ||
Treasury stock purchased | 46 | |
Cost of shares of treasury stock purchased | $ 1,000 | |
Maximum [Member] | ||
Class Of Stock [Line Items] | ||
Cost of shares of treasury stock purchased | $ 100,000 |
Collaborative Research, Devel_2
Collaborative Research, Development, and License Agreements - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Collaborative Arrangements and Noncollaborative Arrangement Transactions [Line Items] | ||||
Total Revenues | $ 0 | $ 1,230,000 | $ 0 | $ 1,898,000 |
Collaborations and Licenses [Member] | ||||
Collaborative Arrangements and Noncollaborative Arrangement Transactions [Line Items] | ||||
Total Revenues | 0 | 9,000 | 0 | 19,000 |
Collaborations and Licenses [Member] | December 2016 Non-exclusive Research Affiliation Collaborative [Member] | ||||
Collaborative Arrangements and Noncollaborative Arrangement Transactions [Line Items] | ||||
Total Revenues | $ 0 | $ 9,000 | $ 0 | $ 19,000 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Oct. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Leases [Abstract] | |||||
Monthly rental payments | $ 4,000 | ||||
Operating lease expense | $ 0 | $ 262,000 | $ 0 | $ 524,000 | |
Rent expense | 13,000 | 0 | 25,000 | 0 | |
Variable lease expense | 0 | 130,000 | 0 | 237,000 | |
Short term lease cost | $ 0 | $ 22,000 | $ 0 | $ 37,000 |
Related Parties - Additional In
Related Parties - Additional Information (Detail) | 6 Months Ended | ||
Sep. 30, 2020USD ($)Employee | Mar. 31, 2020USD ($) | Sep. 30, 2019USD ($) | |
Related Party Transaction [Line Items] | |||
Accounts receivable | $ 19,000 | $ 111,000 | |
Viscient Biosciences [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts receivable | $ 19,000 | $ 71,000 | |
Number of employees hired | Employee | 3 |
Restructuring - Additional Info
Restructuring - Additional Information (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Mar. 31, 2020USD ($)Employee | |
Restructuring Cost And Reserve [Line Items] | ||||||||
Number of employees terminated | Employee | 52 | |||||||
Percentage of workforce terminated | 90.00% | |||||||
Restructuring charges | $ 2,808,000 | $ 2,456,000 | $ 2,808,000 | $ 2,456,000 | ||||
Employee Severance and Benefits Costs [Member] | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Restructuring charges | $ 2,800,000 | $ 2,700,000 | ||||||
Payments for restructuring | $ 2,600,000 | $ 100,000 | $ 900,000 | $ 1,700,000 | ||||
Quarterly restructuring payment, description | The Company expects to pay approximately $30,000 each quarter through the end of fiscal 2022 as part of the severance and benefit obligations. | |||||||
Expected quarterly restructuring payment | $ 30,000 | |||||||
Employee Severance and Benefits Costs [Member] | Maximum [Member] | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Payments for restructuring | $ 100,000 |
Restructuring - Summary of Rest
Restructuring - Summary of Restructuring Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Restructuring And Related Activities [Abstract] | ||||
Severance for Involuntary Employee Terminations | $ 2,808 | $ 2,456 | $ 2,808 | $ 2,456 |
Total Restructuring Expense | $ 2,808 | $ 2,456 | $ 2,808 | $ 2,456 |
Restructuring - Summary of Acti
Restructuring - Summary of Activity and Balances of Restructuring Reserve (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Restructuring Cost And Reserve [Line Items] | ||||
Reserve established | $ 2,808 | $ 2,456 | $ 2,808 | $ 2,456 |
Severance for Involuntary Employee Terminations [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Balance at March 31, 2020 | 21 | |||
Reserve established | 0 | |||
Increase to reserve | 2,808 | |||
Utilization of reserve: | ||||
Payments | (2,605) | |||
Balance at September 30, 2020 | $ 224 | $ 224 |