Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 | Jan. 31, 2014 | Jun. 28, 2013 |
Document and Entity Information | ' | ' | ' |
Entity Registrant Name | 'OvaScience, Inc. | ' | ' |
Entity Central Index Key | '0001544227 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' |
Entity Public Float | ' | ' | $97 |
Entity Common Stock, Shares Outstanding | ' | 18,563,215 | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $18,078 | $14,776 |
Short-term investments | 26,349 | 16,615 |
Prepaid expenses and other current assets | 650 | 574 |
Total current assets | 45,077 | 31,965 |
Property and equipment, net | 880 | 756 |
Investment in OvaXon | 1,500 | ' |
Restricted cash | 88 | 93 |
Total assets | 47,545 | 32,814 |
Current liabilities: | ' | ' |
Accounts payable | 1,654 | 875 |
Accrued expenses | 4,120 | 1,211 |
Total current liabilities | 5,774 | 2,086 |
Other non-current liabilities | 70 | 7 |
Total liabilities | 5,844 | 2,093 |
Commitments and contingencies (Note 11) | ' | ' |
Stockholder's equity: | ' | ' |
Preferred stock, $0.001 par value; 5,000,000 shares authorized, no shares issued and outstanding | ' | ' |
Common stock, $0.001 par value per share; 100,000,000 shares authorized; 18,528,215 and 14,268,068 shares issued at December 31, 2013 and December 31, 2012, respectively; 17,541,126 and 12,622,919 shares outstanding at December 31, 2013 and December 31, 2012, respectively | 18 | 13 |
Additional paid-in capital | 86,851 | 46,848 |
Accumulated other comprehensive income/(loss) | 10 | -6 |
Deficit accumulated during the development stage | -45,178 | -16,134 |
Total stockholders' equity | 41,701 | 30,721 |
Total liabilities and stockholders' equity | $47,545 | $32,814 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 18,528,215 | 14,268,068 |
Common stock, shares outstanding | 17,541,126 | 12,622,919 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Loss (USD $) | 9 Months Ended | 12 Months Ended | 33 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 |
Operating expenses: | ' | ' | ' | ' |
Research and development | $1,170 | $15,802 | $6,323 | $23,295 |
General and administrative | 1,454 | 13,332 | 7,206 | 21,992 |
Total operating expenses | 2,624 | 29,134 | 13,529 | 45,287 |
Loss from operations | -2,624 | -29,134 | -13,529 | -45,287 |
Interest income | ' | 90 | 19 | 109 |
Net loss | -2,624 | -29,044 | -13,510 | -45,178 |
Accretion of convertible preferred stock to redemption value | -101 | ' | ' | -101 |
Net loss applicable to common stockholders | -2,725 | -29,044 | -13,510 | -45,279 |
Net loss per share applicable to common stockholders-basic and diluted (in dollars per share) | ($3) | ($1.80) | ($2.33) | ($5.42) |
Weighted average number of common shares used in net loss per share applicable to common stockholders-basic and diluted (in shares) | 909 | 16,160 | 5,810 | 8,350 |
Net loss | -2,624 | -29,044 | -13,510 | -45,178 |
Other comprehensive loss: | ' | ' | ' | ' |
Unrealized gains / (losses) on available-for-sale securities | ' | 16 | -6 | 10 |
Comprehensive loss | -2,624 | -29,028 | -13,516 | -45,168 |
Non-cash stock-based compensation expenses included in operating expenses are as follows: | ' | ' | ' | ' |
Stock-based compensation expense | 346 | 5,094 | 1,382 | 6,822 |
Research and development | ' | ' | ' | ' |
Non-cash stock-based compensation expenses included in operating expenses are as follows: | ' | ' | ' | ' |
Stock-based compensation expense | 269 | 2,361 | 1,143 | 3,773 |
General and administrative | ' | ' | ' | ' |
Non-cash stock-based compensation expenses included in operating expenses are as follows: | ' | ' | ' | ' |
Stock-based compensation expense | $77 | $2,733 | $239 | $3,049 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity / (Deficit) (USD $) | Total | Common stock | Additional paid-in capital | Accumulated other comprehensive income (loss) | Deficit accumulated during the development stage | Series A convertible preferred stock | Series A convertible preferred stock | Series A convertible preferred stock | Series A convertible preferred stock | Series B convertible preferred stock | Series B convertible preferred stock | Series B convertible preferred stock | Series B convertible preferred stock |
In Thousands, except Share data, unless otherwise specified | Convertible preferred stock | Common stock | Additional paid-in capital | Convertible preferred stock | Common stock | Additional paid-in capital | |||||||
Balance at Apr. 04, 2011 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sale of common stock to founders (in shares) | ' | 526,443 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of convertible preferred stock, net of issuance costs of $2,246 at 2012 and $101 at 2011 | ($101) | ' | ($101) | ' | ' | ' | $6,200 | ' | ' | ' | ' | ' | ' |
Issuance of convertible preferred stock, net of issuance costs of $2,246 at 2012 and $101 at 2011 (in shares) | ' | ' | ' | ' | ' | ' | 6,200,000 | ' | ' | ' | ' | ' | ' |
Vesting of Founders Stock | 1 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting of Founders Stock (in shares) | ' | 683,309 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense | 347 | ' | 347 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | -2,624 | ' | ' | ' | -2,624 | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at Dec. 31, 2011 | -2,377 | 1 | 246 | ' | -2,624 | ' | 6,200 | ' | ' | ' | ' | ' | ' |
Balance (in shares) at Dec. 31, 2011 | ' | 1,209,752 | ' | ' | ' | ' | 6,200,000 | ' | ' | ' | ' | ' | ' |
Increase (decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of convertible preferred stock, net of issuance costs of $2,246 at 2012 and $101 at 2011 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 34,992 | ' | ' |
Issuance of convertible preferred stock, net of issuance costs of $2,246 at 2012 and $101 at 2011 (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,770,563 | ' | ' |
Conversion of Series A preferred stock to common stock | 6,200 | 3 | 6,197 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued from the Conversion of Series A preferred stock to common stock (in shares) | ' | 3,064,753 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of Series B preferred stock to common stock | 34,992 | 7 | 34,985 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued from the Conversion of Series B preferred stock to common stock (in shares) | ' | 6,770,563 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of preferred stock to common stock | ' | ' | ' | ' | ' | 6,200 | -6,200 | 3 | 6,197 | 34,992 | -34,992 | 7 | 34,985 |
Conversion of preferred stock to common stock (in shares) | ' | ' | ' | ' | ' | ' | -6,200,000 | 3,064,753 | ' | ' | -6,770,563 | 6,770,563 | ' |
Common stock issued in a private placement, net of issuance costs of $2,348 at 2013 and $898 at 2012 | 4,039 | 1 | 4,038 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued in a private placement, net of issuance costs of $2,348 at 2013 and $898 at 2012 (in shares) | ' | 897,554 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting of Founders Stock | 1 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting of Founders Stock (in shares) | ' | 674,505 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise of stock options (in shares) | ' | 5,792 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense | 1,382 | ' | 1,382 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrealized gain (loss) on investments | -6 | ' | ' | -6 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | -13,510 | ' | ' | ' | -13,510 | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at Dec. 31, 2012 | 30,721 | 13 | 46,848 | -6 | -16,134 | ' | ' | ' | ' | ' | ' | ' | ' |
Balance (in shares) at Dec. 31, 2012 | ' | 12,622,919 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued in a private placement, net of issuance costs of $2,348 at 2013 and $898 at 2012 | 32,656 | 4 | 32,652 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued in a private placement, net of issuance costs of $2,348 at 2013 and $898 at 2012 (in shares) | ' | 3,888,880 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of shares to Intrexon | 2,500 | ' | 2,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of shares to Intrexon (in shares) | ' | 273,224 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting of Founders Stock | 1 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting of Founders Stock (in shares) | ' | 658,060 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise of stock options | 42 | ' | 42 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise of stock options (in shares) | ' | 42,799 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense | 5,094 | ' | 5,094 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting of restricted stock, net of shares withheld for taxes | -285 | ' | -285 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting of restricted stock, net of shares withheld for taxes (in shares) | ' | 55,244 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrealized gain (loss) on investments | 16 | ' | ' | 16 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | -29,044 | ' | ' | ' | -29,044 | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at Dec. 31, 2013 | $41,701 | $18 | $86,851 | $10 | ($45,178) | ' | ' | ' | ' | ' | ' | ' | ' |
Balance (in shares) at Dec. 31, 2013 | ' | 17,541,126 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consolidated_Statements_of_Sto1
Consolidated Statements of Stockholders' Equity / (Deficit) (Parenthetical) (USD $) | 9 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 |
Common stock | ' | ' | ' |
Common stock issued on private placement basis | ' | 2,348 | 898 |
Series A convertible preferred stock | ' | ' | ' |
Issuance cost | 101 | ' | ' |
Preferred stock conversion ratio | ' | 2.023 | 2.023 |
Series B convertible preferred stock | ' | ' | ' |
Issuance cost | ' | ' | 2,246 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | 12 Months Ended | 33 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 |
Cash flows from operating activities: | ' | ' | ' | ' |
Net loss | ($2,624) | ($29,044) | ($13,510) | ($45,178) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' | ' |
Depreciation and amortization | 0 | 231 | 93 | 324 |
Impairment of property and equipment | ' | 364 | ' | 364 |
Amortization of premium | ' | 586 | 77 | 663 |
Stock-based compensation expense | 346 | 5,094 | 1,382 | 6,822 |
Issuance of common stock for technology access fee | ' | 2,500 | ' | 2,500 |
Changes in operating assets and liabilities: | ' | ' | ' | ' |
Prepaid expenses and other assets | -44 | -76 | -530 | -650 |
Accounts payable | 276 | -721 | 599 | 154 |
Accrued expenses and other non-current liabilities | 486 | 2,972 | 733 | 4,191 |
Net cash used in operating activities | -1,560 | -18,094 | -11,156 | -30,810 |
Cash flows from investing activities: | ' | ' | ' | ' |
Purchases of property, plant and equipment | ' | -719 | -849 | -1,568 |
Maturities of short-term investments | ' | 5,670 | ' | 5,670 |
Purchases of short-term investments | ' | -15,974 | -16,698 | -32,672 |
Decrease / (increase) in restricted cash | ' | 5 | -93 | -88 |
Net cash used in investing activities | ' | -11,018 | -17,640 | -28,658 |
Cash flows from financing activities: | ' | ' | ' | ' |
Proceeds from issuance of preferred stock, net of issuance costs | 6,099 | ' | 34,992 | 41,091 |
Net proceeds from the issuance of common stock | 2 | 32,414 | 4,039 | 36,455 |
Net cash provided by financing activities | 6,101 | 32,414 | 39,031 | 77,546 |
Net increase in cash and cash equivalents | 4,541 | 3,302 | 10,235 | 18,078 |
Cash and cash equivalents at beginning of period | ' | 14,776 | 4,541 | ' |
Cash and cash equivalents at end of period | 4,541 | 18,078 | 14,776 | 18,078 |
Supplemental disclosure of non-cash investing and financing activity | ' | ' | ' | ' |
Investment in OvaXon | ' | 1,500 | ' | 1,500 |
Accretion of convertible preferred stock to redemption value | -101 | ' | ' | -101 |
Conversion of convertible preferred stock to common stock | ' | ' | $41,192 | $41,192 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2013 | |
Organization | ' |
Organization | ' |
1. Organization | |
OvaScience, Inc., incorporated on April 5, 2011 as a Delaware corporation, is a life science company developing proprietary potential treatments for female infertility based on recent scientific discoveries about the existence of egg precursor cells. As used through these consolidated financial statements, the terms "OvaScience," "we," "us," and "our" refer to the business of OvaScience, Inc. and its wholly owned subsidiary. Our operations to date have been limited to organizing and staffing , business planning, raising capital, acquiring and developing our technology, identifying potential treatments, planning and conducting a study in humans for our most advanced treatment and undertaking preclinical studies of certain potential fertility treatments. We have commenced our planned principal operations but have not generated any significant revenues to date. Accordingly, we are considered to be in the development stage. | |
We are subject to a number of risks similar to other life science companies in the development stage, including, but not limited to, the need to obtain adequate additional funding, possible failure to provide our treatments to IVF clinics to gain clinical experience in select countries outside of the United States, the need to obtain marketing approval for certain of our treatments, competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of the Company's treatments and protection of proprietary technology. If we do not successfully commercialize any of treatments, we will be unable to generate treatment revenue or achieve profitability. As of December 31, 2013 we had a deficit accumulated during the development stage of approximately $45.2 million. | |
Unless otherwise indicated, all information in these financial statements gives retrospective effect to the one-for-2.023 reverse stock split of our common stock (the "Reverse Stock Split") that was effected on March 28, 2012 (see Note 7). | |
Liquidity | |
We have incurred annual net operating losses in each year since our inception. We have not generated any treatment revenues related to our primary business purpose and have financed our operations primarily through private placements of our preferred stock and common stock. We have not completed development of any treatment and have devoted substantially all of our financial resources and efforts to raising capital and research and development. We expect to continue to incur significant expenses and increasing operating losses for at least the next several years. | |
We believe that our cash and investments of approximately $44.4 million at December 31, 2013 will be sufficient to fund our current operating plan and continue as a going concern into 2015. We will be required to obtain additional funding in order to continue to fund our operations for 2015 and beyond. There can be no assurances, however, that the current operating plan will be achieved or that additional funding will be available on terms acceptable to us, or at all. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||
Dec. 31, 2013 | |||
Summary of Significant Accounting Policies | ' | ||
Summary of Significant Accounting Policies | ' | ||
2. Summary of Significant Accounting Policies | |||
Basis of Presentation | |||
Our consolidated financial statements include the accounts of OvaScience and our wholly-owned subsidiary, OvaScience Securities Corporation. We have eliminated all significant intercompany accounts and transactions in consolidation. | |||
The preparation of consolidated financial statements in accordance with generally accepted accounting principles requires our management to make estimates and judgments that may affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and judgments. We based on our estimates of historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. | |||
Cash Equivalents and Short-Term Investments | |||
Cash equivalents and short-term investments primarily consist of money market funds and corporate debt securities. Corporate debt securities include obligations issued by corporations in countries other than the United States, including some issues that have not been guaranteed by governments and government agencies. We consider all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. Cash equivalents, which consist of money market funds, are stated at fair value. They are also readily convertible to known amounts of cash and have such short-term maturities that each presents insignificant risk of change in value due to changes in interest rates. | |||
The appropriate classification of marketable securities is determined at the time of purchase and reevaluated at each balance sheet date. We have classified all of our short-term investments at December 31, 2013 and December 31, 2012 as available-for-sale. We carry available-for-sale securities at fair value, with the unrealized gains and losses reported in accumulated other comprehensive income / (loss), which is a separate component of stockholders' equity. | |||
The cost of available-for-sale debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion is included in interest income. The cost of securities sold or the amount reclassified out of accumulated other comprehensive income into earnings is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest income. | |||
We conduct periodic reviews to identify and evaluate each investment that is in an unrealized loss position in order to determine whether an other-than-temporary impairment exists. An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis. Unrealized losses on available-for-sale debt securities that are determined to be temporary, and not related to credit loss, are recorded, net of tax, in accumulated other comprehensive income / (loss). For available-for-sale debt securities in an unrealized loss position, we perform an analysis to assess whether we intend to sell or whether we would more likely than not be required to sell the security before the expected recovery of the amortized cost basis. Where we intend to sell a security, or may be required to do so, the security's decline in fair value is deemed to be other-than-temporary and the full amount of the unrealized loss is recorded within the statement of operations as an impairment loss. | |||
Regardless of our intent to sell a security, we perform an additional analysis on all securities in an unrealized loss position to evaluate losses associated with the creditworthiness of the security. Credit losses are identified where we do not expect to receive cash flows sufficient to recover the amortized cost basis of a security and are recorded within earnings as an impairment loss. | |||
Fair Value Measurements | |||
We define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We determine fair value based on the assumptions market participants use when pricing the asset or liability. We also use the fair value hierarchy that prioritizes the information used to develop these assumptions. | |||
We value our short-term investments utilizing third party pricing services. The pricing services use observable market inputs to determine value, including benchmark yields, reportable trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, reference data, new issue data, and monthly payment information. We validate the prices provided by our third party pricing services by understanding the models used, obtaining market values from other pricing sources, and confirming that those securities trade in active markets. We valued the balance of the technology access fee payable to Intrexon Inc. for $2.5 million in cash in December 2014 based on a discounted cash flow model. We used a 15% discount rate, which we believe approximates our one year unsecured borrowing rate. | |||
Restricted Cash | |||
Restricted cash consists of balances held in deposit with major financial institutions to collateralize letters of credit in the names of our landlords pursuant to certain operating lease agreements. We disclose these amounts separately on our consolidated balance sheet as Restricted cash. | |||
Concentrations of Risk | |||
We have no significant off-balance sheet risk. | |||
Cash, cash equivalents and marketable securities are the only financial instruments we have that are subject to concentration of credit risk. Cash and cash equivalents are primarily maintained with two major financial institutions in the United States. Deposits at banks may exceed the insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and, therefore, bear minimal risk. Short-term investments consistent of investment grade corporate debt securities. Our investment policy, which has been approved by our board of directors, limits the amount we may invest in any one issuer of investments, thereby reducing credit risk concentrations. | |||
Segment Information | |||
We make operating decisions based upon the performance of the enterprise as a whole and utilize our consolidated financial statements for decision making. We operate in one segment, which focuses on developing treatments dedicated to the treatment of female infertility. | |||
Research and Development Costs | |||
We expense research and development costs to operations as incurred. Research and development expenses consist of costs associated with research activities, including license payments paid to third parties for rights to intellectual property, the costs of development of treatments and advances in the field of infertility. We account for nonrefundable advance payments for goods and services that will be used in future research and development activities as expenses when the goods have been received or when the service has been performed rather than when the payment is made. We also include as research and development expense access fees for technologies which have not yet reached technological feasibility and have no alternative use. Research and development expenses consist of: | |||
• | |||
employee-related expenses, including salaries, benefits, travel and stock-based compensation expense; | |||
• | |||
external research and development expenses incurred under arrangements with third parties, such as contract research organizations, contract manufacturing organizations and consultants; | |||
• | |||
license fees; and | |||
• | |||
facilities and other expenses, which include direct and allocated expenses for rent and maintenance of facilities and laboratory and other supplies. | |||
We are a party to a collaboration agreement with Intrexon Corporation in which we will reimburse the collaborator for work it has performed. If the arrangement provides for us to reimburse the collaborator for research and development expenses or achieving a development milestone for which a payment is due, as is the case with Intrexon Corporation in future periods, we record the reimbursement or the achievement of the development milestone as research and development expense. | |||
Stock-based Compensation | |||
For stock options granted to employees and directors with only service-based vesting conditions, we measure stock-based compensation cost at the grant date based on the estimated fair value of the award, and recognize it as expense over the requisite service period on a straight-line basis. We record the expense of services rendered by non-employees based on the estimated fair value of the stock option as of the respective vesting date. Further, we expense the fair value of non-employee stock options that contain only service-based vesting conditions over the requisite service period of the underlying stock options. For awards with performance conditions, we estimate the likelihood of satisfaction of the performance criteria, which affects the awards expected to vest and the period over which the expense is recognized, and recognize the expense using the accelerated attribution model, to the extent achievement of the performance condition is deemed probable. We use the Black-Scholes valuation model in determining the fair value of equity awards | |||
Stock-based compensation expense is determined based on the fair value of the award at the grant date, including estimated forfeitures, and is adjusted each period to reflect actual forfeitures and the outcomes of certain performance conditions. | |||
Income Taxes | |||
We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are determined based on differences between financial reporting and income tax basis of assets and liabilities, as well as net operating loss and tax credit carryforwards, and are measured using the enacted tax rates and laws that will be in effect when the differences reverse. Deferred tax assets are reduced by a valuation allowance to reflect the uncertainty associated with their ultimate realization. The effect of a change in tax rate on deferred taxes is recognized in income or loss in the period that includes the enactment date. | |||
We apply judgment in the determination of the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. We recognize any material interest and penalties related to unrecognized tax benefits in income tax expense. | |||
Due to the uncertainty surrounding the realization of the net deferred tax assets in future periods, we have recorded a full valuation allowance against our otherwise recognizable net deferred tax assets as of December 31, 2013 and 2012. | |||
Property and Equipment | |||
Property and equipment is stated at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of the applicable assets. Upon sale or retirement, the cost and related accumulated depreciation are eliminated from the respective account and resulting gain or loss, if any, is included in current operations. Amortization of leasehold improvements is included in depreciation expense. Repairs and maintenance charges that do not increase the useful life of the assets are charged to operations as incurred. Property and equipment are depreciated over the following periods: | |||
Laboratory equipment | 3 - 5 years | ||
Furniture | 5 years | ||
Computer equipment | 3 years | ||
Leasehold improvements | Shorter of asset life or lease term | ||
Impairment of Long-Lived Assets | |||
We evaluate our long-lived assets for potential impairment. Potential impairment is assessed when there is evidence that events or changes in circumstances have occurred that indicate that the carrying amount of a long-lived asset may not be recovered. Recoverability of these assets is assessed based on undiscounted expected future cash flows from the assets, considering a number of factors, including past operating results, budgets and economic projections, market trends, and potential fertility treatment development cycles. An impairment in the carrying value of each asset is assessed when the undiscounted expected future cash flows, including its eventual residual value, derived from the asset are less than its carrying value. Impairments, if any, are recognized in earnings. An impairment loss would be recognized in an amount equal to the excess of the carrying amount over the undiscounted expected future cash flows. See Note 6 for discussion on impairment charges recognized during the periods presented. | |||
Net Loss per Share | |||
Basic and diluted net loss per common share is calculated by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period, without consideration for common stock equivalents. Our potentially dilutive shares, which include preferred stock, outstanding stock options, restricted stock units and unvested Founders' shares, are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. | |||
Consolidation of Variable Interest Entities | |||
We use a qualitative approach in assessing the consolidation requirement for variable interest entities. The approach focuses on identifying which enterprise has the power to direct the activities that most significantly impact the variable interest entity's economic performance and which enterprise has the obligation to absorb losses or the right to receive benefits from the variable interest entity. In the event that we are the primary beneficiary of a variable interest entity, the assets, liabilities, and results of operations of the variable interest entity are included in our consolidated financial statements. | |||
Collaboration_with_Intrexon_an
Collaboration with Intrexon and OvaXon Joint Venture | 12 Months Ended |
Dec. 31, 2013 | |
Collaboration with Intrexon and OvaXon Joint Venture | ' |
Collaboration with Intrexon and OvaXon Joint Venture | ' |
3. Collaboration with Intrexon and OvaXon Joint Venture | |
Scope | |
On December 18, 2013, we entered into a collaboration agreement (the "OvaTure Collaboration") with Intrexon governing the use of Intrexon's synthetic biology technology platform for the accelerated development of our OvaTure platform. The OvaTure Collaboration provides that Intrexon will deliver laboratory and animal data to support the successful filing of an investigational new drug application ("IND") for OvaTure. | |
Although we have not discussed OvaTure with the FDA, we expect we will need to obtain regulatory approval of OvaTure in the United States prior to commercialization. OvaScience owns exclusive human commercial rights for OvaTure. | |
We will participate as an equal member on the Joint Steering Committee ("JSC") and Intellectual Property Committee ("IPC"). The JSC shall agree upon the services and the activities to be included in the work plan, and IPC has authority over intellectual property matters. We have the tie-breaking vote if there are any disputes with the JSC. | |
Technology Access Fee Payable to Intrexon | |
The technology access fee payable to Intrexon is comprised of (1) the issuance of 273,224 shares, or $2.5 million of our newly issued common stock, to Intrexon, upon the execution of the OvaTure Collaboration in December 2013, and (2) a $2.5 million cash payment due December 2014, which is payable solely upon the passage of time. | |
The technology access fee does not give OvaScience the right to any research and development services, and the technology access has no alternative future use to OvaScience. We therefore recorded $4.7 million in research and development expense in the year ended December 31, 2013 with $2.5 million recorded to additional paid-in capital and common stock and $2.2 million recorded in accrued liabilities, which represents the present value of the remaining $2.5 million technology access fee due in December 2014. | |
The shares issued to Intrexon are subject to "piggy-back" registration rights that entitle Intrexon to have the shares included in any new registration statement filed in connection with an underwritten public offering, subject to underwriter cutback. The piggy-back registration rights will not be triggered by any offering subject to a previously filed registration statement, including our current universal shelf registration statement. | |
Research and Development Funding and Potential Commercial Milestone | |
The JSC will also approve a budget for services to be performed under the work plan. We will reimburse Intrexon for research and development services performed, as dictated by the approved budget. If applicable, OvaScience will also make a commercial milestone payment three months after the first commercial sale of OvaTure. | |
Termination Rights | |
The collaboration has an indefinite term, with OvaScience having the right to terminate the collaboration after 90 days' prior written notice, and either OvaScience or Intrexon may terminate after a material breach by the other party that is not cured within 60 days. We may assign the collaboration in the event of a change of control transaction. | |
Royalties | |
Upon the delivery of laboratory and animal data necessary to support the successful filing of an IND application, we will pay Intrexon a mid-single digit royalty on net sales of OvaTure potential fertility treatments, and the exact royalty will depend upon whether Intrexon completes the Milestone by the targeted deadline of two years after technology transfer. | |
Joint Venture | |
On December 18, 2013, we also entered into a joint venture with Intrexon to leverage Intrexon's synthetic biology technology platform and OvaScience's technology relating to egg precursor cells to pursue the prevention of genetic disease and animal health. We and Intrexon formed OvaXon, LLC ("OvaXon") to conduct the joint venture. Each party contributed $1.5 million to OvaXon and each has a 50% equity interest, and research and development costs and profits will be split accordingly. Each party will also have 50% control over OvaXon with disputes resolved through arbitration, if necessary. | |
As of December 31, 2013, we recorded a $1.5 million investment in OvaXon, an equity method investment, with the offset recorded to Accounts Payable. This was paid in January 2014. | |
We consider OvaXon a variable interest entity. OvaXon does not have a primary beneficiary as both OvaScience and Intrexon have equal ability to direct the activities of OvaXon through JSC and IPC membership and 50% voting rights. OvaXon has been accounted for under the equity method and is not consolidated. This analysis and conclusion will be updated annually to reflect any changes in ownership or power over OvaXon. | |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Fair Value Measurements | ' | |||||||||||||
Fair Value Measurements | ' | |||||||||||||
4. Fair Value Measurements | ||||||||||||||
The fair value of our financial assets and liabilities reflects our estimate of amounts that we would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of our assets and liabilities, we seek to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (our assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value our assets and liabilities: | ||||||||||||||
• | ||||||||||||||
Level 1—quoted prices (unadjusted) in active markets for identical assets or liabilities. | ||||||||||||||
• | ||||||||||||||
Level 2 quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. | ||||||||||||||
• | ||||||||||||||
Level 3—unobservable inputs based on our assumptions used to measure assets and liabilities at fair value. | ||||||||||||||
For fixed income securities, we reference pricing data supplied by our custodial agent and nationally known pricing vendors, using a variety of daily data sources, largely readily-available market data and broker quotes. The prices provided by third party pricing services are validated by reviewing their pricing methods and obtaining market values from other pricing sources. After completing these validation procedures, we did not adjust or override any fair value measurements provided by the pricing services as of December 31, 2013 or December 31, 2012. | ||||||||||||||
We review investments for other-than-temporary impairment whenever the fair value of an investment is less than the amortized cost and evidence indicates that an investment's carrying amount is not recoverable within a reasonable period of time. To determine whether an impairment is other-than-temporary, we consider the intent to sell, or whether it is more likely than not that we will be required to sell, the investment before recovery of the investment's amortized cost basis. Evidence considered in this assessment includes reasons for the impairment, compliance with our investment policy, the severity and the duration of the impairment and changes in value subsequent to year end. As of December 31, 2013 and December 31, 2012, there were no investments with a fair value that was significantly lower than the amortized cost basis or any investments that had been in an unrealized loss position for a significant period. | ||||||||||||||
The following tables provide the Company's assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2013 and December 31, 2012 (in thousands). | ||||||||||||||
Description | Balance as of | Level 1 | Level 2 | Level 3 | ||||||||||
December 31, | ||||||||||||||
2013 | ||||||||||||||
Assets: | ||||||||||||||
Cash and money market funds | $ | 18,078 | $ | 18,078 | $ | — | $ | — | ||||||
Corporate debt securities (including commercial paper) | 26,349 | — | 26,349 | — | ||||||||||
| | | | | | | | | | | | | | |
Total assets | $ | 44,427 | $ | 18,078 | $ | 26,349 | $ | — | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Liabilities: | ||||||||||||||
Technology access fee due to Intrexon | $ | 2,186 | $ | — | $ | — | $ | 2,186 | ||||||
| | | | | | | | | | | | | | |
Total liabilities | $ | 2,186 | $ | — | $ | — | $ | 2,186 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Description | Balance as of | Level 1 | Level 2 | |||||||||||
December 31, | ||||||||||||||
2012 | ||||||||||||||
Assets: | ||||||||||||||
Cash and money market funds | $ | 14,776 | $ | 14,776 | — | |||||||||
Corporate debt securities (including commercial paper) | 16,615 | — | 16,615 | |||||||||||
| | | | | | | | | | | ||||
Total assets | $ | 31,391 | $ | 14,776 | $ | 16,615 | ||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Changes in the fair value of the Level 3 technology access fee due to Intrexon for the year ended December 31, 2013 were as follows: | ||||||||||||||
Technology access fee | ||||||||||||||
(in thousands) | ||||||||||||||
Balance at December 31, 2012 | $ | — | ||||||||||||
Collaboration with Intrexon | 2,174 | |||||||||||||
Fair value adjustment(1) | 12 | |||||||||||||
| | | | | ||||||||||
Balance at December 31, 2013 | $ | 2,186 | ||||||||||||
| | | | | ||||||||||
| | | | | ||||||||||
-1 | ||||||||||||||
Fair value adjustments consist of interest recorded. | ||||||||||||||
There have been no changes to the valuation methods during the years ended December 31, 2013 and 2012. There were no transfers of assets or liabilities between Level 1 and Level 2 during the years ended December 31, 2013 and 2012. We had no short-term investments that were classified as Level 3 during the years ended December 31, 2013 or 2012. | ||||||||||||||
Cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses are carried at amount that approximate fair value due to their short-term maturities. | ||||||||||||||
Cash_Cash_Equivalents_and_Mark
Cash, Cash Equivalents and Marketable Securities | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Cash, Cash Equivalents and Marketable Securities | ' | |||||||||||||
Cash, Cash Equivalents and Marketable Securities | ' | |||||||||||||
5. Cash, Cash Equivalents and Marketable Securities | ||||||||||||||
The following tables summarize the Company's cash, cash equivalents and marketable securities as of December 31, 2013 and December 31, 2012 (in thousands): | ||||||||||||||
December 31, 2013 | Amortized | Gross | Gross | Fair Value | ||||||||||
Cost | Unrealized | Unrealized | ||||||||||||
Gains | Losses | |||||||||||||
Cash and money market funds | $ | 18,078 | $ | — | $ | — | $ | 18,078 | ||||||
Corporate debt securities | ||||||||||||||
Due in one year or less | 22,631 | 11 | (2 | ) | 22,640 | |||||||||
Due in two years or less | 3,708 | 2 | (1 | ) | 3,709 | |||||||||
| | | | | | | | | | | | | | |
Total | $ | 44,417 | $ | 13 | $ | (3 | ) | $ | 44,427 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Reported as: | ||||||||||||||
Cash and cash equivalents | $ | 18,078 | $ | — | $ | — | $ | 18,078 | ||||||
Short-term investments | 26,339 | 13 | (3 | ) | 26,349 | |||||||||
| | | | | | | | | | | | | | |
Total | $ | 44,417 | $ | 13 | $ | (3 | ) | $ | 44,427 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
December 31, 2012 | Amortized | Gross | Gross | Fair Value | ||||||||||
Cost | Unrealized | Unrealized | ||||||||||||
Gains | Losses | |||||||||||||
Cash and money market funds | $ | 14,776 | $ | — | $ | — | $ | 14,776 | ||||||
Corporate debt securities | ||||||||||||||
Due in one year or less | 5,754 | 2 | (1 | ) | 5,755 | |||||||||
Due in two years or less | 10,867 | 3 | (10 | ) | 10,860 | |||||||||
| | | | | | | | | | | | | | |
Total | $ | 31,397 | $ | 5 | $ | (11 | ) | $ | 31,391 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Reported as: | ||||||||||||||
Cash and cash equivalents | $ | 14,776 | $ | — | $ | — | $ | 14,776 | ||||||
Short-term investments | 16,621 | 5 | (11 | ) | 16,615 | |||||||||
| | | | | | | | | | | | | | |
Total | $ | 31,397 | $ | 5 | $ | (11 | ) | $ | 31,391 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
At December 31, 2013 and 2012 we held eight and fifteen debt securities that had been in an unrealized loss position for less than 12 months, respectively. We held no investments that have been in a continuous unrealized loss position for 12 months or longer. The aggregate fair value of these securities was $9.5 million and $11.6 million at December 31, 2013 and 2012, respectively. We evaluated our securities for other-than-temporary impairments based on quantitative and qualitative factors. We considered the decline in market value for the eight securities as of December 31, 2013 to be primarily attributable to current economic and market conditions. It is not more likely than not that we will be required to sell these securities. Three of these securities were sold in January 2014 for an immaterial realized gain, the remaining five securities we do not intend to sell before the recovery of their amortized cost bases, which recovery is expected within the next 12 months. Based on our analysis, we do not consider these investments to be other-than-temporarily impaired as of December 31, 2013 or 2012. | ||||||||||||||
As of December 31, 2013, we held $11.7 million in financial institution debt securities and other corporate debt securities located in Canada, the United Kingdom, the Netherlands, Australia, and Norway. As of December 31, 2012, we held $7.6 million in financial institution debt securities and other corporate debt securities located in Canada, the United Kingdom, the Netherlands, and Australia. Based on our analysis, we do not consider these investments to be other-than-temporarily impaired as of December 31, 2013 or 2012. | ||||||||||||||
We had no realized gains or losses or other-than-temporary impairments on our short-term investments for the years ended December 31, 2013 and 2012, the period from April 5, 2011 (inception) through December 31, 2011 and the period from April 5, 2011 (inception) through December 31, 2013. | ||||||||||||||
Property_and_Equipment
Property and Equipment | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property and Equipment | ' | |||||||
Property and Equipment | ' | |||||||
6. Property and Equipment | ||||||||
Property and equipment and related accumulated depreciation are as follows (in thousands): | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Laboratory equipment | $ | 1,377 | $ | 663 | ||||
Furniture | 106 | 101 | ||||||
Computer equipment | 7 | 7 | ||||||
Leasehold improvements | 78 | 78 | ||||||
Less: accumulated depreciation | (688 | ) | (93 | ) | ||||
| | | | | | | | |
$ | 880 | $ | 756 | |||||
| | | | | | | | |
| | | | | | | | |
We recorded depreciation and amortization expense of $0.2 million, $0.1 million, zero, and $0.3 million for the years ended December 31, 2013 and 2012, the period from April 5, 2011 (inception) through December 31, 2011, and the period from April 5, 2011 (inception) through December 31, 2013, respectively. In July 2013, we entered into a master services agreement with a new global third party manufacturer to provide services for the manufacture of AUGMENT to replace our existing contract manufacturer. As a consequence of the contract manufacturer transition, we determined that we would no longer use certain laboratory equipment, and as such, recorded an impairment loss of $0.4 million. The loss is included within research and development expense. | ||||||||
Convertible_Preferred_Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2013 | |
Convertible Preferred Stock | ' |
Convertible Preferred Stock | ' |
7. Convertible Preferred Stock | |
In July 2011, we sold 6,200,000 shares of Series A Preferred Stock at a price of $1.00 per share for gross proceeds of $6.2 million. We incurred approximately $0.1 million of issuance costs in connection with the sale of the Series A Preferred Stock, which were recorded to additional paid-in capital. | |
On March 29, 2012, we sold 6,770,563 shares of Series B Preferred Stock at a price of $5.50 per share for gross proceeds of approximately $37.2 million. We incurred approximately $2.2 million of issuance costs in connection with the sale of the Series B Preferred Stock, which were recorded as a reduction of the proceeds received. | |
On August 13, 2012, as a result of the completion of the private placement of our common stock (see Note 8), our Series A and Series B Preferred Stock automatically converted into shares of common stock. Each share of Series A Preferred Stock converted into common stock on a one-for-2.023 basis, into a total of 3,064,753 shares of common stock, and each share of Series B Preferred Stock converted into common stock on a one-for-one basis, into a total of 6,770,563 shares of common stock. | |
We assessed the Series A Preferred Stock and the Series B Preferred Stock for any beneficial conversion features or embedded derivatives, including the conversion option, that would require bifurcation from the Series A Preferred Stock and/or the Series B Preferred Stock and receive separate accounting treatment. On the date of the issuance, the fair value of the common stock into which the Series A Preferred Stock and the Series B Preferred Stock, respectively, was convertible was less than the effective conversion price of the Series A Preferred Stock and the Series B Preferred Stock, respectively, and, as such, there was no intrinsic value of the conversion option on the commitment date. In addition, no embedded derivatives were identified that would require bifurcation. | |
The rights, preferences and privileges of the Series A Preferred Stock and the Series B Preferred Stock were as set forth below until the Series A Preferred Stock and the Series B Preferred Stock converted into common stock on August 13, 2012 (see Note 8). | |
Conversion | |
Shares of Series A Preferred Stock were convertible into common stock based on a defined conversion ratio, which was originally set at one-for-one and following the Reverse Stock Split was one-for-2.023, adjustable for certain dilutive events. Shares of Series B Preferred Stock were convertible into common stock based on a defined conversion ratio, which was one-for-one, adjustable for certain dilutive events. The conversion ratios for the Series A Preferred Stock and the Series B Preferred Stock were subject to change in accordance with anti-dilution provisions contained in our restated certificate of incorporation. More specifically, the applicable conversion ratio was subject to adjustment to prevent dilution on a weighted-average basis in the event that we issued additional shares of common stock or securities convertible or exercisable for common stock at a purchase price less than the then effective applicable conversion ratio. We evaluated this feature and concluded it did not require bifurcation as a derivative because the Series A Preferred Stock and the Series B Preferred Stock were each concluded to have the characteristics of an equity-host and the feature was clearly and closely related to the Series A Preferred Stock and the Series B Preferred Stock, respectively. | |
The Series A Preferred Stock and the Series B Preferred Stock were convertible at the option of the holder at any time without any additional consideration. In addition, the Series A Preferred Stock and the Series B Preferred Stock would automatically convert into shares of common stock at the then effective applicable conversion rate, upon the earliest to occur of (a) the closing of the sale of shares of common stock to the public at a price of at least $16.50 per share in an underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), provided that such offering results in at least $35.0 million of gross proceeds to us and the our common stock is listed for trading on a national securities exchange, (b) the closing of certain private placement or registered offerings of our equity securities or (c) the effectiveness of a registration statement under the Securities Act covering the re-sale of privately placed securities. In addition, all outstanding shares of Series A Preferred Stock and Series B Preferred Stock would convert into common stock upon the vote or written consent of the holders of 70% of the outstanding Series A Preferred Stock and Series B Preferred Stock, voting as a single class (subject to certain limitations). | |
Dividends | |
Prior to the payment of any dividend, except a common stock dividend, to the common stockholders, the holders of Series A Preferred Stock and Series B Preferred Stock were entitled to receive an amount at least equal to the amount that would have been received by the holders of Series A Preferred Stock and Series B Preferred Stock had all shares of Series A Preferred Stock and Series B Preferred Stock been converted to common stock immediately prior to issuance of the dividend. There were no guaranteed dividends that accrue. | |
Liquidation preference | |
In the event of any liquidation, dissolution or winding up of the Company, including a deemed liquidation event, such as certain mergers or a disposition of substantially all the assets of the Company, unless holders of at least 70% of the outstanding shares of Series A Preferred Stock and Series B Preferred Stock, including certain of our major investors, elected otherwise, the holders of Series A Preferred Stock and Series B Preferred Stock were entitled to receive, in preference to common stockholders, an amount equal to $1.00 per share, in the case of the Series A Preferred Stock, and $5.50 per share, in the case of the Series B Preferred Stock, in each case adjustable for certain dilutive events, plus all declared but unpaid dividends. If we had insufficient assets to pay the holders of Series A Preferred Stock and Series B Preferred Stock the full amount to which they were entitled, the holders of the Series A Preferred Stock and Series B Preferred Stock would share ratably in any distribution in proportion to the respective amounts which would otherwise be payable. | |
After payment of such preferential amounts, the remaining assets of the Company, if any, would be distributed ratably to the holders of common stock, Series A Preferred Stock and Series B Preferred Stock on an as-converted to common stock basis. However, the holders of Series A Preferred Stock and Series B Preferred Stock were limited to the receipt of an aggregate amount (including through payment of the preferential amounts described above) equal to the greater of: | |
-1 | |
$2.00 per share, in the case of the Series A Preferred Stock, and $11.00 per share, in the case of the Series B Preferred Stock, in each case adjustable for certain dilutive events, and | |
-2 | |
the amount such holders would have received if all Series A Preferred Stock or Series B Preferred Stock, as the case may be, had been converted to common stock immediately prior to the liquidation event. | |
Voting rights | |
Holders of Series A Preferred Stock and Series B Preferred Stock were entitled to vote as a single class with the holders of common stock, and had one vote for each equivalent common share into which the Series A Preferred Stock and the Series B Preferred Stock was convertible. In addition, the affirmative vote of the holders of at least 70% of the outstanding Series A Preferred Stock and Series B Preferred Stock, including certain of our major investors, voting together on an as-converted to common stock basis, was required to amend our organizational documents, declare or pay dividends, subject to limited exceptions, create certain new series or classes of stock or reclassify existing series or classes, exclusively license our material intellectual property, effect a significant change in our business, create indebtedness in excess of $0.25 million, increase the number of shares of common stock reserved for equity compensation, or undertake change of control transactions. Furthermore, the affirmative vote of the holders of at least 60% of the outstanding Series B Preferred Stock was required to amend or repeal our organizational documents, increase the number of shares of Series B Preferred Stock, undertake change of control transactions or exclusively license any of our material intellectual property. The holders of Series A Preferred Stock were entitled to elect two directors and the holders of Series B Preferred Stock were entitled to elect one director. The holders of our common stock, Series A Preferred Stock and Series B Preferred Stock, voting together on an as converted to common stock basis, had the right to elect the remaining directors. | |
Common_Stock
Common Stock | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Common Stock | ' | |||||||
Common Stock | ' | |||||||
8. Common Stock | ||||||||
On March 28, 2012, our board of directors and stockholders approved, and we filed, a restated certificate of incorporation effecting a Reverse Stock Split of the outstanding shares of our common stock at a ratio of one share for every 2.023 shares outstanding, so that every 2.023 outstanding shares of common stock before the Reverse Stock Split represented one share of common stock after the Reverse Stock Split. Each stockholder's percentage ownership interest in the Company and proportional voting power remains unchanged after the Reverse Stock Split, except for minor changes and adjustments resulting from rounding of fractional interests. The rights and privileges of the holders of capital stock were unaffected by the Reverse Stock Split. All information in these financial statements has, unless otherwise indicated, been retroactively adjusted for all periods presented to give effect to the Reverse Stock Split. | ||||||||
On August 13, 2012, we issued and sold in a private placement an aggregate of 897,554 shares of common stock at a price per share of $5.50 resulting in net proceeds of $4.0 million. As a result of the completion of the private placement, on August 13, 2012, our Series A Preferred Stock and Series B Preferred Stock automatically converted into shares of common stock. Each share of Series A Preferred Stock converted into common stock on a one-for-2.023 basis, into a total of 3,064,753 shares of common stock, and each share of Series B Preferred Stock converted into common stock on a one-for-one basis, into a total of 6,770,563 shares of common stock. | ||||||||
In connection with the private placement, we agreed to file a registration statement (the "Resale S-1") covering the resale of the 6,770,563 shares of common stock issued upon conversion of Series B Preferred Stock and the 897,554 shares of common stock issued and sold in the private placement. We filed the resale S-1 covering the resale of the 7,630,683 shares of common stock on August 29, 2012 and it was declared effective on September 13, 2012. | ||||||||
On August 13, 2012, we amended our certificate of incorporation and by-laws to divide our board of directors into three classes with staggered three year terms. In addition, our restated certificate of incorporation and amended and restated by-laws provide that directors may be removed only for cause and only by the affirmative vote of the holders of 75% of the shares of capital stock present in person or by proxy and entitled to vote. Under our restated certificate of incorporation and amended and restated by-laws, any vacancy on the board of directors, including a vacancy resulting from an enlargement of the board of directors, may be filled only by vote of a majority of directors then in office. Furthermore, the restated certificate of incorporation provides that the authorized number of directors may be changed only by the board of directors. | ||||||||
In March 2013, we issued and sold in a private placement an aggregate of 3,888,880 shares of our common stock to investors at $9.00 per share. The private placement resulted in $32.7 million of net proceeds. We filed a registration statement covering the resale of all such shares. | ||||||||
In December 2013, we issued 273,224 shares of our common stock to Intrexon Corporation at $9.15 per share. The shares were issued in conjunction with a research and development agreement as the first installment of technology access fee (see Note 3). | ||||||||
We have reserved the following shares of common stock for the potential exercise of stock options and issuance of shares upon vesting of restricted stock units: | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Outstanding stock options | 2,413,237 | 1,218,153 | ||||||
Outstanding restricted stock units | 96,155 | 192,308 |
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Stock-Based Compensation | ' | |||||||||||||
Stock-Based Compensation | ' | |||||||||||||
9. Stock-Based Compensation | ||||||||||||||
In March 2012, our board of directors and stockholders approved the 2012 Stock Incentive Plan (the "2012 Plan"). The 2012 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock units and other stock-based or cash awards to purchase shares of common stock to eligible employees, officers, directors and consultants. The number of shares of our common stock that are reserved for issuance under the 2012 Plan is equal to the sum of (1) 1,453,253 shares of common stock issuable under the 2012 Plan plus the number of shares of our common stock subject to outstanding awards under the 2011 Plan, described below, that expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased by us at their original issuance price pursuant to a contractual repurchase right (up to 679,622 shares) plus (2) an annual increase, to be added on the first day of each year beginning in 2013 and each subsequent anniversary until the expiration of the 2012 Plan, equal to the lowest of 975,000 shares of its common stock, 4.0% of the number of shares of our common stock outstanding on the first day of the year and an amount determined by our board of directors. We began making grants under the 2012 Plan following June 11, 2012, the effective date of our registration of securities on Form 10. Shares issued under the 2012 Plan are funded through the issuance of new shares. We ceased granting options under the 2011 Plan following the effective date of our registration of securities on Form 10. | ||||||||||||||
Founders' stock | ||||||||||||||
In April 2011, we issued 3,509,634 shares of its common stock to founders at a purchase price of $0.002 per share, which was determined by the board of directors to be the fair value of the common stock on the date of issuance. The shares were issued under restricted stock purchase agreements and not pursuant to the 2011 Plan. These restricted stock purchase agreements allow us, at our discretion, to repurchase unvested shares if the founder's relationship with us is terminated. The shares issued to three of the co-founders vested with respect to 25% of the shares on the grant date and with respect to the remaining shares in approximately equal quarterly installments through the fourth anniversary of the grant date. The shares issued to the remaining two co-founders vest in approximately equal quarterly installments from and after the grant date. Additionally, 25% of the then-unvested shares issued to the remaining two co-founders vested in July 2011 in connection with the Series A Preferred Stock financing. | ||||||||||||||
A summary of our Founders' stock activity and related information is as follows: | ||||||||||||||
Shares | ||||||||||||||
Unvested at December 31, 2011 | 2,319,646 | |||||||||||||
Granted | — | |||||||||||||
Vested | (674,505 | ) | ||||||||||||
| | | | | ||||||||||
Unvested at December 31, 2012 | 1,645,141 | |||||||||||||
Granted | — | |||||||||||||
Vested | (658,060 | ) | ||||||||||||
| | | | | ||||||||||
Unvested at December 31, 2013 | 987,081 | |||||||||||||
We record stock-based compensation expense for the common stock subject to repurchase based on the grant date intrinsic value for employees and the vesting date intrinsic value for non-employees. All of the restricted shares were issued at fair value. | ||||||||||||||
Stock options and restricted stock | ||||||||||||||
A summary of the Company's stock option activity and related information is as follows (in thousands, except share and per share data): | ||||||||||||||
Shares | Weighted | Weighted | Aggregate | |||||||||||
average | average | intrinsic | ||||||||||||
exercise | remaining | value | ||||||||||||
price per | contractual | |||||||||||||
share | term | |||||||||||||
(years) | ||||||||||||||
Outstanding at December 31, 2012 | 1,218,153 | 3.83 | 9.34 | 5,535 | ||||||||||
Granted | 1,537,172 | 12.87 | ||||||||||||
Exercised | (42,799 | ) | 0.99 | |||||||||||
Forfeited | (278,158 | ) | 7.07 | |||||||||||
Cancelled | (21,131 | ) | 4.01 | |||||||||||
| | | | | | | | | | | | | | |
Outstanding at December 31, 2013 | 2,413,237 | 9.26 | 9.05 | 6,087 | ||||||||||
Exercisable at December 31, 2013 | 468,710 | 3.46 | 8.28 | 3,112 | ||||||||||
Vested and expected to vest at December 31, 2013 | 1,445,760 | 8.14 | 8.9 | 4,192 | ||||||||||
The total intrinsic value (the amount by which the fair market value exceeded the exercise price) of stock options exercised was $0.4 million, $48 thousand, zero and $0.4 million for the years ended December 31, 2013 and 2012, the period from April 5, 2011 (inception) to December 31, 2011 and the period from April 5, 2011 (inception) to December 31, 2013, respectively. | ||||||||||||||
Stock options | ||||||||||||||
The fair value of each employee stock-based award is estimated on the grant date using the Black-Scholes option pricing model. | ||||||||||||||
We have used the simplified method to calculate the expected term in fiscal 2013 as we have not had significant historical exercise and post-vest termination data to provide a reasonable basis upon which to estimate the expected term for the options granted to employees. The contractual term will be used for option awards granted to non-employees. Historical data will be incorporated into our assumption as it becomes available. | ||||||||||||||
The computation of expected volatility is based on the historical volatility of a representative group of companies with similar characteristics to ours, including stage of potential fertility treatment development and life science industry focus. The representative group of companies consisted of ANI Pharmaceuticals, Inc., Corcept Therapeutics Inc., Neogenomics Inc., Sangamo Biosciences, Inc., and Stem Cells Inc. As a result of being a development stage company in a very early stage of potential fertility treatment development with no revenues, the representative group of companies has certain similar, but not all similar, characteristics to ours. We believe the group selected has sufficient similar economic and industry characteristics and includes companies that are most representative of ours. | ||||||||||||||
The fair value of each stock-based award is estimated on the grant date using the Black-Scholes option pricing model using the following assumptions: | ||||||||||||||
December 31, | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Risk-free interest rate | 0.91% - 2.11% | 0.8% - 1.78% | 1.2% - 1.84% | |||||||||||
Dividend yield | — | — | — | |||||||||||
Volatility | 83% - 91% | 79% - 89% | 79% - 82% | |||||||||||
Expected term (years) | 5.1 - 9.93 | 5.1 - 9.93 | 6.0 - 9.75 | |||||||||||
During the year ended December 31, 2013, we granted 1,537,172 options to purchase common stock to employees with a weighted average exercise price of $12.87 per share at a weighted average grant date fair value of $9.34. During the year ended December 31, 2012, we granted 679,251 options to purchase common stock with a weighted average exercise price of $6.59 per share to employees at a weighted average grant date fair value of $4.82 per share. | ||||||||||||||
We recognized total stock-based compensation expense for employee stock option grants of $2.3 million, $0.3 million and $26 thousand for the years ended December 31, 2013 and 2012 and for the period from April 5, 2011 (inception) to December 31, 2011, respectively. | ||||||||||||||
During 2012, we granted 39,685 options to purchase common stock with a weighted average exercise price of $4.81 per share to non-employees. During 2011, we granted 165,339 options to purchase common stock with a weighted average exercise price of $0.04 per share to non-employees. | ||||||||||||||
Stock-based awards issued to non-employees are accounted for using the fair value method. These stock-based option awards are revalued at each reporting date until vesting. We recognized total stock-based compensation of $2.2 million for the year ended December 31, 2013, $1.0 million for the year ended December 31, 2012 and $0.3 million for the period from April 5, 2011 (inception) to December 31, 2011 for these non-employee awards. | ||||||||||||||
At December 31, 2013 there was $8.8 million of total unrecognized compensation cost related to non-vested stock options and restricted stock. We expect to recognize these costs over a remaining weighted average period of 2.7 years. | ||||||||||||||
Restricted Stock Units | ||||||||||||||
On December 5, 2012, we issued a total of 192,308 restricted stock units ("RSUs") to our Chief Executive Officer. This included a grant of 128,205 RSUs with service-based vesting as follows: 16,025 shares on March 31, 2013 and 16,025 shares each quarter thereafter until December 31, 2014. The fair value of the service-based RSUs is based on the closing price of our common stock on the award date, or $7.80 per share. The stock-based compensation expense for this grant will be recognized on a straight-line basis over the vesting period. We also granted 64,103 RSUs that will vest only upon the achievement of performance conditions as determined by the Company's board of directors. On March 20, 2013 the board of directors established the 2013 performance criteria for the first tranche of the award and communicated the performance criteria to the Chief Executive Officer. The grant date stock price of these performance-based RSUs was $10.00 per share. In December 2013, 19,230 performance-based RSUs vested out of a total of 32,051 performance-based RSUs granted. The total fair value of RSUs vested during 2013 (measured on the date of vesting) was $0.8 million. We recognized total stock-based compensation for the service-based awards and performance-based awards of $0.7 million and $36 thousand for the years ended December 31, 2013 and 2012, respectively. | ||||||||||||||
The performance conditions for the 2014 tranche of the performance-based RSUs had not been established as of December 31, 2013. As a result, the measurement date and grant date have not occurred for accounting purposes and no expense has been taken related to these awards as of December 31, 2013. On February 7, 2014 the board of directors established the 2014 performance criteria for the second tranche of the performance-based RSUs and communicated the performance criteria to the Chief Executive Officer. The grant date stock price of these performance-based RSUs was $8.75 per share. Expense for these awards will only be recognized if and when it is deemed probable that the performance conditions will be met. | ||||||||||||||
As of December 31, 2013, there was $0.5 million of total unrecognized compensation cost related to non-vested service-based RSUs granted under the 2012 Plan. The expense is expected to be recognized over a weighted average period of 1.0 years. | ||||||||||||||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Income Taxes | ' | ||||||||||
Income Taxes | ' | ||||||||||
10. Income Taxes | |||||||||||
We had no income tax expense or benefit for the years ended December 31, 2013, 2012 and 2011. | |||||||||||
Subject to the limitations described below at December 31, 2013 and 2012, we had net operating loss carryforwards of approximately $33.0 million and approximately $14.1 million, respectively, to offset future federal taxable income, which expire beginning in 2031 continuing through 2033. The federal net operating loss carryforwards exclude approximately $0.4 million of deductions related to the exercise of stock options. This amount represents an excess tax benefit and has not been included in the gross deferred tax asset reflected for net operating losses. This amount will be recorded as an increase in additional paid in capital on the consolidated balance sheet once the excess benefits are "realized" in accordance with ASC 718. As of December 31, 2013 and 2012, we had net operating loss carryforwards of approximately $32.6 million and approximately $13.9 million, respectively, to offset future state taxable income, which expire beginning in 2031 continuing through 2033. We also had tax credit carryforwards of approximately $0.9 million and approximately $0.2 million as of December 31, 2013 and 2012, respectively, to offset future federal and state income taxes, which expire beginning in 2027 continuing through 2033. | |||||||||||
The NOL and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities and may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on our value immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. | |||||||||||
A reconciliation of income taxes computed using the U.S. federal statutory rate to that reflected in operations follows: | |||||||||||
Year | Year | Period from | |||||||||
Ended | Ended | April 5, 2011 | |||||||||
December 31, | December 31, | (inception) to | |||||||||
2013 | 2012 | December 31, | |||||||||
2011 | |||||||||||
Income tax benefit using U.S. federal statutory rate | 34 | % | 34 | % | 34 | % | |||||
State income taxes, net of federal benefit | 5.28 | % | 5.42 | % | 5.47 | % | |||||
Research and development tax credits | 2.31 | % | 0 | % | 1.7 | % | |||||
Permanent items | (1.09 | )% | (2.78 | )% | (3.93 | )% | |||||
Change in the valuation allowance | (40.50 | )% | (36.64 | )% | (37.24 | )% | |||||
| | | | | | | | | | | |
— | % | — | % | — | % | ||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
The principal components of our deferred tax assets are as follows (in thousands): | |||||||||||
December 31, | December 31, | ||||||||||
2013 | 2012 | ||||||||||
Deferred tax assets: | |||||||||||
Net operating loss carryforwards | $ | 12,939 | $ | 5,527 | |||||||
Research and development credits | 823 | 153 | |||||||||
Stock-based compensation | 1,602 | 142 | |||||||||
Patent and technology access fee | 1,954 | 129 | |||||||||
Other | 350 | (23 | ) | ||||||||
| | | | | | | | ||||
Gross deferred tax assets | 17,668 | 5,928 | |||||||||
Valuation allowance | (17,668 | ) | (5,928 | ) | |||||||
| | | | | | | | ||||
Net deferred tax asset | $ | — | $ | — | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
We have evaluated the positive and negative evidence bearing upon the realizability of our deferred tax assets. We have considered our history of operating losses and concluded, in accordance with the applicable accounting standards, that it is more likely than not that we may not realize the benefit of our deferred tax assets. Accordingly, our deferred tax assets have been fully reserved at December 31, 2013 and 2012. We reevaluate the positive and negative evidence on a quarterly basis. | |||||||||||
The valuation allowance increased approximately $11.7 million during the year ended December 31, 2013, due primarily to the increase in the net operating loss carryforwards and tax credits. The valuation allowance increased approximately $5.0 million during the year ended December 31, 2012, due primarily to the increase in the net operating loss carryforwards and tax credits. | |||||||||||
We apply ASC 740, Income Taxes. ASC 740 provides guidance on the accounting for uncertainty in income taxes recognized in financial statements. At December 31, 2013 and 2012, we had no unrecognized tax benefits. | |||||||||||
We will recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2013, 2012 and 2011, we had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in our consolidated statements of operations. | |||||||||||
We file income tax returns in the U.S. Federal and Massachusetts jurisdictions. The statute of limitations for assessment by the Internal Revenue Service ("IRS") and state tax authorities is open for tax years ended December 31, 2012 and 2011. There are currently no federal or state income tax audits in progress. | |||||||||||
We have not, as yet, conducted a study of research and development ("R&D") credit carryforwards. Such a study, once undertaken by us, may result in an adjustment to our R&D credit carryforwards; however, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position. A full valuation allowance has been provided against our R&D credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance. Thus, there would be no impact to the balance sheet or statement of operations if an adjustment is required. | |||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies | ' | ||||
Commitments and Contingencies | ' | ||||
11. Commitments and Contingencies | |||||
On May 1, 2012, we entered into a commercial building lease agreement. The sixty month lease, which commenced on August 10, 2012, provides for the lease of approximately 6,000 square feet of space in Cambridge, Massachusetts. Base annual rent is initially set at approximately $22,000 per month with an annual increase of 3%. From April 2011 through April 2012, we leased office space from a significant stockholder. There was no formal lease arrangement with the stockholder. In May 2012 we entered into a commercial building sublease agreement. The 24 month sublease, which commenced on August 26, 2013, provides for the lease of 1,900 square feet of space also in Cambridge, Massachusetts. Base rent is approximately $4 thousand per month with an annual increase of 3%. | |||||
Future minimum lease payments as of December 31, 2013 are as follows (in thousands): | |||||
Year | |||||
2014 | $ | 323 | |||
2015 | 315 | ||||
2016 | 292 | ||||
2017 | 173 | ||||
2018 | — | ||||
| | | | | |
$ | 1,103 | ||||
| | | | | |
| | | | | |
Rent expense is recorded straight-line over the operating lease term, with deferred rent included on the balance sheet as an other liability. Rent expense for the years ended December 31, 2013 and 2012, for the period from April 5, 2011 (inception) through December 31, 2011 and for the period from April 5, 2011 (inception) through December 31, 2013 amounted to $0.4 million, $0.2 million, $41 thousand and $0.6 million, respectively. | |||||
Accrued_Expenses
Accrued Expenses | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Accrued Expenses | ' | |||||||
Accrued Expenses | ' | |||||||
12. Accrued Expenses | ||||||||
Accrued expenses consist of the following (in thousands): | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Technology access fee payable to Intrexon (present value) | $ | 2,186 | $ | — | ||||
Compensation and related benefits | 719 | 471 | ||||||
Legal, audit and tax services | 605 | 330 | ||||||
Preclinical, clinical and contract manufacturing | 258 | 93 | ||||||
Consulting | 174 | 139 | ||||||
Other expenses | 178 | 178 | ||||||
| | | | | | | | |
$ | 4,120 | $ | 1,211 | |||||
| | | | | | | | |
| | | | | | | | |
Net_Loss_Per_Share
Net Loss Per Share | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Net Loss Per Share | ' | |||||||||||||
Net Loss Per Share | ' | |||||||||||||
13. Net Loss Per Share | ||||||||||||||
The following table sets forth the computation of basic and diluted loss per share applicable to common stockholders (in thousands, except per share data): | ||||||||||||||
Year Ended, | Period from | Period from | ||||||||||||
December 31, | April 5, 2011 | April 5, 2011 | ||||||||||||
(inception) to | (inception) to | |||||||||||||
December 31, | December 31, | |||||||||||||
2013 | 2012 | 2011 | 2013 | |||||||||||
Net loss applicable to common stockholders | $ | (29,044 | ) | $ | (13,510 | ) | $ | (2,725 | ) | $ | (45,279 | ) | ||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Weighted average number of common shares used in net loss per share applicable to common stockholders—basic and diluted | 16,160 | 5,810 | 909 | 8,350 | ||||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Net loss per share applicable to common stockholders—basic and diluted | $ | (1.80 | ) | $ | (2.33 | ) | $ | (3.00 | ) | $ | (5.42 | ) | ||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
The amounts in the table below were excluded from the calculation of diluted net loss per share, prior to the use of the treasury stock method, due to their anti-dilutive effect (in thousands): | ||||||||||||||
Year Ended, | Period from | Period from | ||||||||||||
December 31, | April 5, 2011 | April 5, 2011 | ||||||||||||
(inception) to | (inception) to | |||||||||||||
December 31, | December 31, | |||||||||||||
2013 | 2012 | 2011 | 2013 | |||||||||||
(in thousands) | ||||||||||||||
Series A Preferred Stock | — | — | 3,065 | — | ||||||||||
Series B Preferred Stock | — | — | — | — | ||||||||||
Outstanding stock options and restricted stock units | 2,509 | 1,410 | 618 | 2,509 | ||||||||||
Founders' stock | 987 | 1,645 | 2,319 | 987 | ||||||||||
| | | | | | | | | | | | | | |
Total | 3,496 | 3,055 | 6,002 | 3,496 | ||||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions | ' |
Related Party Transactions | ' |
14. Related Party Transactions | |
The Company's chief executive officer, Michelle Dipp, M.D., Ph.D., has not historically received any cash compensation for her service as chief executive officer because of her service as a general partner of one of the Company's principal stockholders. Pursuant to the terms of an employment agreement that the Company entered into with Dr. Dipp, in December 2012 the Company granted Dr. Dipp an option to purchase 339,313 shares of its common stock and restricted stock units in the aggregate amount of 192,308 shares of its common stock (see Note 9). In addition, the Company may in the future determine to compensate Dr. Dipp with cash or other compensation. | |
As discussed in Note 11, during 2011 and a portion of 2012, the Company leased office space from one of its principal stockholders. | |
Employee_Benefit_Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2013 | |
Employee Benefit Plan | ' |
Employee Benefit Plan | ' |
15. Employee Benefit Plan | |
In January 2012, the Company adopted a 401(k) retirement and savings plan (the "401(k) Plan") covering all employees. The 401(k) Plan allows employees to make pre-tax contributions up to the maximum allowable amount set by the Internal Revenue Service. Under the 401(k) Plan, the Company may make discretionary contributions as approved by the board of directors. During the years ended December 31, 2013 and 2012, and for the period from April 5, 2011 (Inception) through December 31, 2013, the Company made contributions to the 401(k) Plan of $0.1 million, $0.1 million, and $0.2 million, respectively. No contributions were made during 2011. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Summary of Significant Accounting Policies | ' | ||
Basis of Presentation | ' | ||
Basis of Presentation | |||
Our consolidated financial statements include the accounts of OvaScience and our wholly-owned subsidiary, OvaScience Securities Corporation. We have eliminated all significant intercompany accounts and transactions in consolidation. | |||
The preparation of consolidated financial statements in accordance with generally accepted accounting principles requires our management to make estimates and judgments that may affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and judgments. We based on our estimates of historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. | |||
Cash Equivalents and Short-Term Investments | ' | ||
Cash Equivalents and Short-Term Investments | |||
Cash equivalents and short-term investments primarily consist of money market funds and corporate debt securities. Corporate debt securities include obligations issued by corporations in countries other than the United States, including some issues that have not been guaranteed by governments and government agencies. We consider all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. Cash equivalents, which consist of money market funds, are stated at fair value. They are also readily convertible to known amounts of cash and have such short-term maturities that each presents insignificant risk of change in value due to changes in interest rates. | |||
The appropriate classification of marketable securities is determined at the time of purchase and reevaluated at each balance sheet date. We have classified all of our short-term investments at December 31, 2013 and December 31, 2012 as available-for-sale. We carry available-for-sale securities at fair value, with the unrealized gains and losses reported in accumulated other comprehensive income / (loss), which is a separate component of stockholders' equity. | |||
The cost of available-for-sale debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion is included in interest income. The cost of securities sold or the amount reclassified out of accumulated other comprehensive income into earnings is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest income. | |||
We conduct periodic reviews to identify and evaluate each investment that is in an unrealized loss position in order to determine whether an other-than-temporary impairment exists. An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis. Unrealized losses on available-for-sale debt securities that are determined to be temporary, and not related to credit loss, are recorded, net of tax, in accumulated other comprehensive income / (loss). For available-for-sale debt securities in an unrealized loss position, we perform an analysis to assess whether we intend to sell or whether we would more likely than not be required to sell the security before the expected recovery of the amortized cost basis. Where we intend to sell a security, or may be required to do so, the security's decline in fair value is deemed to be other-than-temporary and the full amount of the unrealized loss is recorded within the statement of operations as an impairment loss. | |||
Regardless of our intent to sell a security, we perform an additional analysis on all securities in an unrealized loss position to evaluate losses associated with the creditworthiness of the security. Credit losses are identified where we do not expect to receive cash flows sufficient to recover the amortized cost basis of a security and are recorded within earnings as an impairment loss. | |||
Fair Value Measurements | ' | ||
Fair Value Measurements | |||
We define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We determine fair value based on the assumptions market participants use when pricing the asset or liability. We also use the fair value hierarchy that prioritizes the information used to develop these assumptions. | |||
We value our short-term investments utilizing third party pricing services. The pricing services use observable market inputs to determine value, including benchmark yields, reportable trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, reference data, new issue data, and monthly payment information. We validate the prices provided by our third party pricing services by understanding the models used, obtaining market values from other pricing sources, and confirming that those securities trade in active markets. We valued the balance of the technology access fee payable to Intrexon Inc. for $2.5 million in cash in December 2014 based on a discounted cash flow model. We used a 15% discount rate, which we believe approximates our one year unsecured borrowing rate. | |||
Restricted Cash | ' | ||
Restricted Cash | |||
Restricted cash consists of balances held in deposit with major financial institutions to collateralize letters of credit in the names of our landlords pursuant to certain operating lease agreements. We disclose these amounts separately on our consolidated balance sheet as Restricted cash. | |||
Concentrations of Risk | ' | ||
Concentrations of Risk | |||
We have no significant off-balance sheet risk. | |||
Cash, cash equivalents and marketable securities are the only financial instruments we have that are subject to concentration of credit risk. Cash and cash equivalents are primarily maintained with two major financial institutions in the United States. Deposits at banks may exceed the insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and, therefore, bear minimal risk. Short-term investments consistent of investment grade corporate debt securities. Our investment policy, which has been approved by our board of directors, limits the amount we may invest in any one issuer of investments, thereby reducing credit risk concentrations. | |||
Segment Information | ' | ||
Segment Information | |||
We make operating decisions based upon the performance of the enterprise as a whole and utilize our consolidated financial statements for decision making. We operate in one segment, which focuses on developing treatments dedicated to the treatment of female infertility. | |||
Research and Development Costs | ' | ||
Research and Development Costs | |||
We expense research and development costs to operations as incurred. Research and development expenses consist of costs associated with research activities, including license payments paid to third parties for rights to intellectual property, the costs of development of treatments and advances in the field of infertility. We account for nonrefundable advance payments for goods and services that will be used in future research and development activities as expenses when the goods have been received or when the service has been performed rather than when the payment is made. We also include as research and development expense access fees for technologies which have not yet reached technological feasibility and have no alternative use. Research and development expenses consist of: | |||
• | |||
employee-related expenses, including salaries, benefits, travel and stock-based compensation expense; | |||
• | |||
external research and development expenses incurred under arrangements with third parties, such as contract research organizations, contract manufacturing organizations and consultants; | |||
• | |||
license fees; and | |||
• | |||
facilities and other expenses, which include direct and allocated expenses for rent and maintenance of facilities and laboratory and other supplies. | |||
We are a party to a collaboration agreement with Intrexon Corporation in which we will reimburse the collaborator for work it has performed. If the arrangement provides for us to reimburse the collaborator for research and development expenses or achieving a development milestone for which a payment is due, as is the case with Intrexon Corporation in future periods, we record the reimbursement or the achievement of the development milestone as research and development expense. | |||
Stock-based Compensation | ' | ||
Stock-based Compensation | |||
For stock options granted to employees and directors with only service-based vesting conditions, we measure stock-based compensation cost at the grant date based on the estimated fair value of the award, and recognize it as expense over the requisite service period on a straight-line basis. We record the expense of services rendered by non-employees based on the estimated fair value of the stock option as of the respective vesting date. Further, we expense the fair value of non-employee stock options that contain only service-based vesting conditions over the requisite service period of the underlying stock options. For awards with performance conditions, we estimate the likelihood of satisfaction of the performance criteria, which affects the awards expected to vest and the period over which the expense is recognized, and recognize the expense using the accelerated attribution model, to the extent achievement of the performance condition is deemed probable. We use the Black-Scholes valuation model in determining the fair value of equity awards | |||
Stock-based compensation expense is determined based on the fair value of the award at the grant date, including estimated forfeitures, and is adjusted each period to reflect actual forfeitures and the outcomes of certain performance conditions. | |||
Income Taxes | ' | ||
Income Taxes | |||
We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are determined based on differences between financial reporting and income tax basis of assets and liabilities, as well as net operating loss and tax credit carryforwards, and are measured using the enacted tax rates and laws that will be in effect when the differences reverse. Deferred tax assets are reduced by a valuation allowance to reflect the uncertainty associated with their ultimate realization. The effect of a change in tax rate on deferred taxes is recognized in income or loss in the period that includes the enactment date. | |||
We apply judgment in the determination of the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. We recognize any material interest and penalties related to unrecognized tax benefits in income tax expense. | |||
Due to the uncertainty surrounding the realization of the net deferred tax assets in future periods, we have recorded a full valuation allowance against our otherwise recognizable net deferred tax assets as of December 31, 2013 and 2012. | |||
Property and Equipment | ' | ||
Property and Equipment | |||
Property and equipment is stated at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of the applicable assets. Upon sale or retirement, the cost and related accumulated depreciation are eliminated from the respective account and resulting gain or loss, if any, is included in current operations. Amortization of leasehold improvements is included in depreciation expense. Repairs and maintenance charges that do not increase the useful life of the assets are charged to operations as incurred. Property and equipment are depreciated over the following periods: | |||
Laboratory equipment | 3 - 5 years | ||
Furniture | 5 years | ||
Computer equipment | 3 years | ||
Leasehold improvements | Shorter of asset life or lease term | ||
Impairment of Long-Lived Assets | ' | ||
Impairment of Long-Lived Assets | |||
We evaluate our long-lived assets for potential impairment. Potential impairment is assessed when there is evidence that events or changes in circumstances have occurred that indicate that the carrying amount of a long-lived asset may not be recovered. Recoverability of these assets is assessed based on undiscounted expected future cash flows from the assets, considering a number of factors, including past operating results, budgets and economic projections, market trends, and potential fertility treatment development cycles. An impairment in the carrying value of each asset is assessed when the undiscounted expected future cash flows, including its eventual residual value, derived from the asset are less than its carrying value. Impairments, if any, are recognized in earnings. An impairment loss would be recognized in an amount equal to the excess of the carrying amount over the undiscounted expected future cash flows. See Note 6 for discussion on impairment charges recognized during the periods presented. | |||
Net Loss per Share | ' | ||
Net Loss per Share | |||
Basic and diluted net loss per common share is calculated by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period, without consideration for common stock equivalents. Our potentially dilutive shares, which include preferred stock, outstanding stock options, restricted stock units and unvested Founders' shares, are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. | |||
Consolidation of Variable Interest Entities | ' | ||
Consolidation of Variable Interest Entities | |||
We use a qualitative approach in assessing the consolidation requirement for variable interest entities. The approach focuses on identifying which enterprise has the power to direct the activities that most significantly impact the variable interest entity's economic performance and which enterprise has the obligation to absorb losses or the right to receive benefits from the variable interest entity. In the event that we are the primary beneficiary of a variable interest entity, the assets, liabilities, and results of operations of the variable interest entity are included in our consolidated financial statements. | |||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Summary of Significant Accounting Policies | ' | ||
Schedule of estimated useful lives of the assets | ' | ||
Laboratory equipment | 3 - 5 years | ||
Furniture | 5 years | ||
Computer equipment | 3 years | ||
Leasehold improvements | Shorter of asset life or lease term |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Fair Value Measurements | ' | |||||||||||||
Schedule of financial assets and liabilities recorded at fair value | ' | |||||||||||||
The following tables provide the Company's assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2013 and December 31, 2012 (in thousands). | ||||||||||||||
Description | Balance as of | Level 1 | Level 2 | Level 3 | ||||||||||
December 31, | ||||||||||||||
2013 | ||||||||||||||
Assets: | ||||||||||||||
Cash and money market funds | $ | 18,078 | $ | 18,078 | $ | — | $ | — | ||||||
Corporate debt securities (including commercial paper) | 26,349 | — | 26,349 | — | ||||||||||
| | | | | | | | | | | | | | |
Total assets | $ | 44,427 | $ | 18,078 | $ | 26,349 | $ | — | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Liabilities: | ||||||||||||||
Technology access fee due to Intrexon | $ | 2,186 | $ | — | $ | — | $ | 2,186 | ||||||
| | | | | | | | | | | | | | |
Total liabilities | $ | 2,186 | $ | — | $ | — | $ | 2,186 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Description | Balance as of | Level 1 | Level 2 | |||||||||||
December 31, | ||||||||||||||
2012 | ||||||||||||||
Assets: | ||||||||||||||
Cash and money market funds | $ | 14,776 | $ | 14,776 | — | |||||||||
Corporate debt securities (including commercial paper) | 16,615 | — | 16,615 | |||||||||||
| | | | | | | | | | | ||||
Total assets | $ | 31,391 | $ | 14,776 | $ | 16,615 | ||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Schedule of changes in the fair value of the level 3 technology access fee due to Intrexon | ' | |||||||||||||
Technology access fee | ||||||||||||||
(in thousands) | ||||||||||||||
Balance at December 31, 2012 | $ | — | ||||||||||||
Collaboration with Intrexon | 2,174 | |||||||||||||
Fair value adjustment(1) | 12 | |||||||||||||
| | | | | ||||||||||
Balance at December 31, 2013 | $ | 2,186 | ||||||||||||
| | | | | ||||||||||
| | | | | ||||||||||
-1 | ||||||||||||||
Fair value adjustments consist of interest recorded. | ||||||||||||||
Cash_Cash_Equivalents_and_Mark1
Cash, Cash Equivalents and Marketable Securities (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Cash, Cash Equivalents and Marketable Securities | ' | |||||||||||||
Summary of cash, cash equivalents and marketable securities | ' | |||||||||||||
The following tables summarize the Company's cash, cash equivalents and marketable securities as of December 31, 2013 and December 31, 2012 (in thousands): | ||||||||||||||
December 31, 2013 | Amortized | Gross | Gross | Fair Value | ||||||||||
Cost | Unrealized | Unrealized | ||||||||||||
Gains | Losses | |||||||||||||
Cash and money market funds | $ | 18,078 | $ | — | $ | — | $ | 18,078 | ||||||
Corporate debt securities | ||||||||||||||
Due in one year or less | 22,631 | 11 | (2 | ) | 22,640 | |||||||||
Due in two years or less | 3,708 | 2 | (1 | ) | 3,709 | |||||||||
| | | | | | | | | | | | | | |
Total | $ | 44,417 | $ | 13 | $ | (3 | ) | $ | 44,427 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Reported as: | ||||||||||||||
Cash and cash equivalents | $ | 18,078 | $ | — | $ | — | $ | 18,078 | ||||||
Short-term investments | 26,339 | 13 | (3 | ) | 26,349 | |||||||||
| | | | | | | | | | | | | | |
Total | $ | 44,417 | $ | 13 | $ | (3 | ) | $ | 44,427 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
December 31, 2012 | Amortized | Gross | Gross | Fair Value | ||||||||||
Cost | Unrealized | Unrealized | ||||||||||||
Gains | Losses | |||||||||||||
Cash and money market funds | $ | 14,776 | $ | — | $ | — | $ | 14,776 | ||||||
Corporate debt securities | ||||||||||||||
Due in one year or less | 5,754 | 2 | (1 | ) | 5,755 | |||||||||
Due in two years or less | 10,867 | 3 | (10 | ) | 10,860 | |||||||||
| | | | | | | | | | | | | | |
Total | $ | 31,397 | $ | 5 | $ | (11 | ) | $ | 31,391 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Reported as: | ||||||||||||||
Cash and cash equivalents | $ | 14,776 | $ | — | $ | — | $ | 14,776 | ||||||
Short-term investments | 16,621 | 5 | (11 | ) | 16,615 | |||||||||
| | | | | | | | | | | | | | |
Total | $ | 31,397 | $ | 5 | $ | (11 | ) | $ | 31,391 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property and Equipment | ' | |||||||
Schedule of property and equipment and related accumulated depreciation | ' | |||||||
Property and equipment and related accumulated depreciation are as follows (in thousands): | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Laboratory equipment | $ | 1,377 | $ | 663 | ||||
Furniture | 106 | 101 | ||||||
Computer equipment | 7 | 7 | ||||||
Leasehold improvements | 78 | 78 | ||||||
Less: accumulated depreciation | (688 | ) | (93 | ) | ||||
| | | | | | | | |
$ | 880 | $ | 756 | |||||
| | | | | | | | |
| | | | | | | | |
Common_Stock_Tables
Common Stock (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Common Stock | ' | |||||||
Schedule of shares of common stock for the potential exercise of stock options and stock issuance of shares upon vesting of restricted stock units | ' | |||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Outstanding stock options | 2,413,237 | 1,218,153 | ||||||
Outstanding restricted stock units | 96,155 | 192,308 |
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Stock-Based Compensation | ' | |||||||||||||
Summary of Founders' stock activity and related information | ' | |||||||||||||
Shares | ||||||||||||||
Unvested at December 31, 2011 | 2,319,646 | |||||||||||||
Granted | — | |||||||||||||
Vested | (674,505 | ) | ||||||||||||
| | | | | ||||||||||
Unvested at December 31, 2012 | 1,645,141 | |||||||||||||
Granted | — | |||||||||||||
Vested | (658,060 | ) | ||||||||||||
| | | | | ||||||||||
Unvested at December 31, 2013 | 987,081 | |||||||||||||
Summary of the Company's stock option activity and related information | ' | |||||||||||||
A summary of the Company's stock option activity and related information is as follows (in thousands, except share and per share data): | ||||||||||||||
Shares | Weighted | Weighted | Aggregate | |||||||||||
average | average | intrinsic | ||||||||||||
exercise | remaining | value | ||||||||||||
price per | contractual | |||||||||||||
share | term | |||||||||||||
(years) | ||||||||||||||
Outstanding at December 31, 2012 | 1,218,153 | 3.83 | 9.34 | 5,535 | ||||||||||
Granted | 1,537,172 | 12.87 | ||||||||||||
Exercised | (42,799 | ) | 0.99 | |||||||||||
Forfeited | (278,158 | ) | 7.07 | |||||||||||
Cancelled | (21,131 | ) | 4.01 | |||||||||||
| | | | | | | | | | | | | | |
Outstanding at December 31, 2013 | 2,413,237 | 9.26 | 9.05 | 6,087 | ||||||||||
Exercisable at December 31, 2013 | 468,710 | 3.46 | 8.28 | 3,112 | ||||||||||
Vested and expected to vest at December 31, 2013 | 1,445,760 | 8.14 | 8.9 | 4,192 | ||||||||||
Schedule of assumptions used to estimate fair value of each stock-based option award on the grant date using the Black-Scholes option pricing model | ' | |||||||||||||
December 31, | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Risk-free interest rate | 0.91% - 2.11% | 0.8% - 1.78% | 1.2% - 1.84% | |||||||||||
Dividend yield | — | — | — | |||||||||||
Volatility | 83% - 91% | 79% - 89% | 79% - 82% | |||||||||||
Expected term (years) | 5.1 - 9.93 | 5.1 - 9.93 | 6.0 - 9.75 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Income Taxes | ' | ||||||||||
Schedule of reconciliation of income taxes computed using the U.S. federal statutory rate to that reflected in operations | ' | ||||||||||
Year | Year | Period from | |||||||||
Ended | Ended | April 5, 2011 | |||||||||
December 31, | December 31, | (inception) to | |||||||||
2013 | 2012 | December 31, | |||||||||
2011 | |||||||||||
Income tax benefit using U.S. federal statutory rate | 34 | % | 34 | % | 34 | % | |||||
State income taxes, net of federal benefit | 5.28 | % | 5.42 | % | 5.47 | % | |||||
Research and development tax credits | 2.31 | % | 0 | % | 1.7 | % | |||||
Permanent items | (1.09 | )% | (2.78 | )% | (3.93 | )% | |||||
Change in the valuation allowance | (40.50 | )% | (36.64 | )% | (37.24 | )% | |||||
| | | | | | | | | | | |
— | % | — | % | — | % | ||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Schedule of principal components of deferred tax assets | ' | ||||||||||
The principal components of our deferred tax assets are as follows (in thousands): | |||||||||||
December 31, | December 31, | ||||||||||
2013 | 2012 | ||||||||||
Deferred tax assets: | |||||||||||
Net operating loss carryforwards | $ | 12,939 | $ | 5,527 | |||||||
Research and development credits | 823 | 153 | |||||||||
Stock-based compensation | 1,602 | 142 | |||||||||
Patent and technology access fee | 1,954 | 129 | |||||||||
Other | 350 | (23 | ) | ||||||||
| | | | | | | | ||||
Gross deferred tax assets | 17,668 | 5,928 | |||||||||
Valuation allowance | (17,668 | ) | (5,928 | ) | |||||||
| | | | | | | | ||||
Net deferred tax asset | $ | — | $ | — | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies | ' | ||||
Summary of the future minimum lease payments | ' | ||||
Future minimum lease payments as of December 31, 2013 are as follows (in thousands): | |||||
Year | |||||
2014 | $ | 323 | |||
2015 | 315 | ||||
2016 | 292 | ||||
2017 | 173 | ||||
2018 | — | ||||
| | | | | |
$ | 1,103 | ||||
| | | | | |
| | | | | |
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Accrued Expenses | ' | |||||||
Schedule of accrued expenses | ' | |||||||
Accrued expenses consist of the following (in thousands): | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
Technology access fee payable to Intrexon (present value) | $ | 2,186 | $ | — | ||||
Compensation and related benefits | 719 | 471 | ||||||
Legal, audit and tax services | 605 | 330 | ||||||
Preclinical, clinical and contract manufacturing | 258 | 93 | ||||||
Consulting | 174 | 139 | ||||||
Other expenses | 178 | 178 | ||||||
| | | | | | | | |
$ | 4,120 | $ | 1,211 | |||||
| | | | | | | | |
| | | | | | | | |
Net_Loss_Per_Share_Tables
Net Loss Per Share (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Net Loss Per Share | ' | |||||||||||||
Schedule of computation of basic and diluted loss per share applicable to common stockholders | ' | |||||||||||||
The following table sets forth the computation of basic and diluted loss per share applicable to common stockholders (in thousands, except per share data): | ||||||||||||||
Year Ended, | Period from | Period from | ||||||||||||
December 31, | April 5, 2011 | April 5, 2011 | ||||||||||||
(inception) to | (inception) to | |||||||||||||
December 31, | December 31, | |||||||||||||
2013 | 2012 | 2011 | 2013 | |||||||||||
Net loss applicable to common stockholders | $ | (29,044 | ) | $ | (13,510 | ) | $ | (2,725 | ) | $ | (45,279 | ) | ||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Weighted average number of common shares used in net loss per share applicable to common stockholders—basic and diluted | 16,160 | 5,810 | 909 | 8,350 | ||||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Net loss per share applicable to common stockholders—basic and diluted | $ | (1.80 | ) | $ | (2.33 | ) | $ | (3.00 | ) | $ | (5.42 | ) | ||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Schedule of amounts excluded from the calculation of diluted net loss per share, prior to the use of the treasury stock method, due to their anti-dilutive effect | ' | |||||||||||||
The amounts in the table below were excluded from the calculation of diluted net loss per share, prior to the use of the treasury stock method, due to their anti-dilutive effect (in thousands): | ||||||||||||||
Year Ended, | Period from | Period from | ||||||||||||
December 31, | April 5, 2011 | April 5, 2011 | ||||||||||||
(inception) to | (inception) to | |||||||||||||
December 31, | December 31, | |||||||||||||
2013 | 2012 | 2011 | 2013 | |||||||||||
(in thousands) | ||||||||||||||
Series A Preferred Stock | — | — | 3,065 | — | ||||||||||
Series B Preferred Stock | — | — | — | — | ||||||||||
Outstanding stock options and restricted stock units | 2,509 | 1,410 | 618 | 2,509 | ||||||||||
Founders' stock | 987 | 1,645 | 2,319 | 987 | ||||||||||
| | | | | | | | | | | | | | |
Total | 3,496 | 3,055 | 6,002 | 3,496 | ||||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Organization_Details
Organization (Details) (USD $) | 0 Months Ended | ||
Mar. 28, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Organization | ' | ' | ' |
Deficit accumulated during the development stage | ' | ($45,178,000) | ($16,134,000) |
Reverse stock split conversion ratio | 2.023 | ' | ' |
Cash and investments | ' | $44,400,000 | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2013 |
item | |
Segment Information | ' |
Number of operating segments | 1 |
Fair Value Measurements | ' |
Technology access fee payable in cash upon specified passage of time | $2.50 |
Laboratory equipment | Minimum | ' |
Property and equipment | ' |
Estimated useful life of the asset | '3 years |
Laboratory equipment | Maximum | ' |
Property and equipment | ' |
Estimated useful life of the asset | '5 years |
Furniture | ' |
Property and equipment | ' |
Estimated useful life of the asset | '5 years |
Computer equipment | ' |
Property and equipment | ' |
Estimated useful life of the asset | '3 years |
OvaTure Collaboration | Intrexon | ' |
Fair Value Measurements | ' |
Technology access fee payable in cash upon specified passage of time | $2.50 |
Discount rate used in valuation of technology access fees payable (as a percent) | 15.00% |
Collaboration_with_Intrexon_an1
Collaboration with Intrexon and OvaXon Joint Venture (Details) (USD $) | 9 Months Ended | 12 Months Ended | 33 Months Ended | |
Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Collaboration with Intrexon | ' | ' | ' | ' |
Amount of newly issued common stock upon execution of collaborative arrangements | ' | $2,500,000 | ' | ' |
Technology access fee payable in cash upon specified passage of time | ' | 2,500,000 | ' | 2,500,000 |
Research and development expense | 1,170,000 | 15,802,000 | 6,323,000 | 23,295,000 |
OvaTure Collaboration | ' | ' | ' | ' |
Collaboration with Intrexon | ' | ' | ' | ' |
Period of commercial milestone payment after the first commercial sale of collaborative arrangement | ' | '3 months | ' | ' |
Notice period for termination of the agreement by the counterparty | ' | '90 days | ' | ' |
Minimum period available to counterparty to cure material breach done by other party to avoid termination of agreement | ' | '60 days | ' | ' |
OvaTure Collaboration | Intrexon | ' | ' | ' | ' |
Collaboration with Intrexon | ' | ' | ' | ' |
Issuance of common stock shares upon execution of collaborative arrangements (in shares) | ' | 273,224 | ' | ' |
Amount of newly issued common stock upon execution of collaborative arrangements | ' | 2,500,000 | ' | ' |
Technology access fee payable in cash upon specified passage of time | ' | 2,500,000 | ' | 2,500,000 |
Research and development expense | ' | 4,700,000 | ' | ' |
Research and development expense recorded to additional paid-in capital and common stock | ' | 2,500,000 | ' | ' |
Research and development expense recorded in accrued liabilities | ' | $2,200,000 | ' | ' |
Period of royalty payable depending upon completion of milestone within targeted deadline after transfer of technology | ' | '2 years | ' | ' |
Collaboration_with_Intrexon_an2
Collaboration with Intrexon and OvaXon Joint Venture (Details 2) (USD $) | 0 Months Ended | 12 Months Ended |
Dec. 18, 2013 | Dec. 31, 2013 | |
OvaXon Joint Venture | ' | ' |
Equity method investment | ' | $1,500,000 |
OvaXon | ' | ' |
OvaXon Joint Venture | ' | ' |
Amount contributed | 1,500,000 | ' |
Equity interest (as a percent) | 50.00% | ' |
Percentage of ownership control with disputes resolved through arbitration | 50.00% | ' |
Equity method investment | ' | 1,500,000 |
Voting rights (as a percent) | ' | 50.00% |
OvaXon | Intrexon | ' | ' |
OvaXon Joint Venture | ' | ' |
Amount contributed | $1,500,000 | ' |
Equity interest (as a percent) | 50.00% | ' |
Percentage of ownership control with disputes resolved through arbitration | 50.00% | ' |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | Technology access fee due to Intrexon | Short-term investments | Short-term investments | Fair value measurements on a recurring basis | Fair value measurements on a recurring basis | Fair value measurements on a recurring basis | Fair value measurements on a recurring basis | Fair value measurements on a recurring basis | Fair value measurements on a recurring basis | Fair value measurements on a recurring basis | Fair value measurements on a recurring basis | Fair value measurements on a recurring basis | Fair value measurements on a recurring basis | Fair value measurements on a recurring basis | Fair value measurements on a recurring basis | Fair value measurements on a recurring basis | Fair value measurements on a recurring basis | Fair value measurements on a recurring basis | Fair value measurements on a recurring basis | Fair value measurements on a recurring basis | ||
Level 3 | Level 3 | Total | Total | Level 1 | Level 1 | Level 2 | Level 2 | Level 3 | Technology access fee due to Intrexon | Technology access fee due to Intrexon | Cash and money market funds | Cash and money market funds | Cash and money market funds | Cash and money market funds | Corporate debt securities (including commercial paper) | Corporate debt securities (including commercial paper) | Corporate debt securities (including commercial paper) | Corporate debt securities (including commercial paper) | ||||
Total | Level 3 | Total | Total | Level 1 | Level 1 | Total | Total | Level 2 | Level 2 | |||||||||||||
Assets: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total assets | ' | ' | ' | $0 | $0 | $44,427 | $31,391 | $18,078 | $14,776 | $26,349 | $16,615 | ' | ' | ' | $18,078 | $14,776 | $18,078 | $14,776 | $26,349 | $16,615 | $26,349 | $16,615 |
Liabilities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total liabilities | ' | ' | ' | ' | ' | 2,186 | ' | ' | ' | ' | ' | 2,186 | 2,186 | 2,186 | ' | ' | ' | ' | ' | ' | ' | ' |
Changes in the fair value of the level 3 technology access fee due to Intrexon | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at the beginning | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Collaboration with Intrexon | ' | ' | 2,174 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value adjustment | ' | ' | 12 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at the end | ' | ' | 2,186 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Transfers of assets from Level 1 to Level 2 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Transfers of assets from Level 2 to Level 1 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Transfers of liabilities from Level 1 to Level 2 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Transfers of liabilities from Level 2 to Level 1 | $0 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash_Cash_Equivalents_and_Mark2
Cash, Cash Equivalents and Marketable Securities (Details) (USD $) | 12 Months Ended | 9 Months Ended | 12 Months Ended | 33 Months Ended | ||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jan. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
item | item | Subsequent event | Corporate debt securities due in one year or less | Corporate debt securities due in one year or less | Corporate debt securities due in two years or less | Corporate debt securities due in two years or less | Short-term investments | Short-term investments | Short-term investments | Short-term investments | Financial institution debt securities and other corporate debt securities located in foreign countries | Financial institution debt securities and other corporate debt securities located in foreign countries | ||
item | ||||||||||||||
Cash, cash equivalents and marketable securities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash and money market funds, Amortized Cost | $18,078,000 | $14,776,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash and money market funds, Fair Value | 18,078,000 | 14,776,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortized Cost | 44,417,000 | 31,397,000 | ' | ' | 22,631,000 | 5,754,000 | 3,708,000 | 10,867,000 | ' | 26,339,000 | 16,621,000 | 26,339,000 | 11,700,000 | 7,600,000 |
Gross Unrealized Gains | 13,000 | 5,000 | ' | ' | 11,000 | 2,000 | 2,000 | 3,000 | ' | 13,000 | 5,000 | 13,000 | ' | ' |
Gross Unrealized Losses | -3,000 | -11,000 | ' | ' | -2,000 | -1,000 | -1,000 | -10,000 | ' | -3,000 | -11,000 | -3,000 | ' | ' |
Fair Value | 44,427,000 | 31,391,000 | ' | ' | 22,640,000 | 5,755,000 | 3,709,000 | 10,860,000 | ' | 26,349,000 | 16,615,000 | 26,349,000 | ' | ' |
Amortized cost of cash and cash equivalents | 18,078,000 | 14,776,000 | 4,541,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of cash and cash equivalents | 18,078,000 | 14,776,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortized cost of cash and cash equivalents and marketable securities | 44,417,000 | 31,397,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of cash and cash equivalents and marketable securities | 44,427,000 | 31,391,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of debt securities that had been in an unrealized loss position for less than 12 months | 8 | 15 | ' | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of debt securities that had been in an unrealized loss position for 12 months or longer | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of debt securities that had been in an unrealized loss position for less than 12 months | 9,500,000 | 11,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of debt securities sold that had been in an unrealized loss position for less than 12 months | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Realized gains | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 0 | 0 | ' | ' |
Realized losses | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 0 | 0 | ' | ' |
Other-than-temporary impairments recognized | ' | ' | ' | ' | ' | ' | ' | ' | $0 | $0 | $0 | $0 | ' | ' |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 9 Months Ended | 12 Months Ended | 33 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 |
Property and equipment | ' | ' | ' | ' |
Less: accumulated depreciation | ' | ($688) | ($93) | ($688) |
Property and equipment, net | ' | 880 | 756 | 880 |
Depreciation and amortization expense | 0 | 231 | 93 | 324 |
Impairment losses | ' | 364 | ' | 364 |
Laboratory equipment | ' | ' | ' | ' |
Property and equipment | ' | ' | ' | ' |
Property and equipment, gross | ' | 1,377 | 663 | 1,377 |
Impairment losses | ' | 400 | ' | ' |
Furniture | ' | ' | ' | ' |
Property and equipment | ' | ' | ' | ' |
Property and equipment, gross | ' | 106 | 101 | 106 |
Computer equipment | ' | ' | ' | ' |
Property and equipment | ' | ' | ' | ' |
Property and equipment, gross | ' | 7 | 7 | 7 |
Leasehold improvements | ' | ' | ' | ' |
Property and equipment | ' | ' | ' | ' |
Property and equipment, gross | ' | $78 | $78 | $78 |
Convertible_Preferred_Stock_De
Convertible Preferred Stock (Details) (USD $) | 9 Months Ended | 12 Months Ended | 33 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||
Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jul. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 13, 2012 | Mar. 29, 2012 | Dec. 31, 2013 | Aug. 13, 2012 | Dec. 31, 2013 | |
Minimum | Series A Preferred Stock and Series B Preferred Stock | Series A Preferred Stock and Series B Preferred Stock | Series A Preferred Stock | Series A Preferred Stock | Series A Preferred Stock | Series A Preferred Stock | Series B Preferred Stock | Series B Preferred Stock | Series B Preferred Stock | Series B Preferred Stock | ||||
item | Minimum | item | Issuance under private placement | item | Issuance under private placement | Minimum | ||||||||
Convertible preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares of common stock in which preferred stock is convertible | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,064,753 | ' | ' | 6,770,563 | ' |
Shares issued | ' | ' | ' | ' | ' | ' | 6,200,000 | ' | ' | ' | 6,770,563 | ' | ' | ' |
Issue price (in dollars per share) | ' | ' | ' | ' | ' | ' | $1 | ' | ' | ' | $5.50 | ' | ' | ' |
Gross proceeds | $6,099,000 | $34,992,000 | $41,091,000 | ' | ' | ' | $6,200,000 | ' | ' | ' | $37,200,000 | ' | ' | ' |
Issuance cost | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | 2,200,000 | ' | ' | ' |
Intrinsic value of the conversion option | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of embedded derivatives | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, conversion ratio | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' |
Preferred stock, conversion ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' |
Preferred stock, conversion ratio following Reverse Stock Split | ' | ' | ' | ' | ' | ' | ' | 2.023 | 2.023 | 2.023 | ' | ' | 1 | ' |
Price per share of shares of common stock to be sold to the public in an underwritten public offering for automatic conversion of convertible preferred stock into shares of common stock (in dollars per share) | ' | ' | ' | ' | ' | $16.50 | ' | ' | ' | ' | ' | ' | ' | ' |
Gross proceeds on shares of common stock to be sold to the public in an underwritten public offering for automatic conversion of convertible preferred stock into shares of common stock | ' | ' | ' | ' | ' | 35,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of outstanding shares of convertible preferred stock, whose holders' vote or written consent is required for conversion | ' | ' | ' | ' | 70.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of outstanding shares of convertible preferred stock, whose holders' may elect to not receive the liquidation preference | ' | ' | ' | ' | ' | 70.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of guaranteed dividend | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Liquidation preference (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | $1 | ' | ' | ' | $5.50 | ' | ' |
Maximum liquidation distributions per share (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | $2 | ' | ' | ' | $11 | ' | ' |
Number of votes per share held by holders of common shares | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of outstanding shares of convertible preferred stock, whose holders' affirmative vote is required for changes related to the company's activities | ' | ' | ' | ' | ' | 70.00% | ' | ' | ' | ' | ' | ' | ' | 60.00% |
Amount of indebtedness which can be created only after obtaining at least 70% affirmative votes of the stockholders of the convertible preferred stock | ' | ' | ' | $250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of directors entitled to be elected by the preferred stockholders | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | 1 | ' | ' |
Common_Stock_Details
Common Stock (Details) (USD $) | 0 Months Ended | 9 Months Ended | 12 Months Ended | 33 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||
In Thousands, except Share data, unless otherwise specified | Aug. 13, 2012 | Mar. 28, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 28, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 13, 2012 | Aug. 13, 2012 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 31, 2011 | Dec. 31, 2012 | Aug. 13, 2012 | Aug. 13, 2012 | Mar. 29, 2012 | Dec. 31, 2012 | Aug. 13, 2012 | Aug. 13, 2012 |
item | Common stock | Common stock | Common stock | Common stock | Issuance under private placement | Issuance under private placement | Issuance under private placement | Series A Preferred Stock | Series A Preferred Stock | Series A Preferred Stock | Series A Preferred Stock | Series A Preferred Stock | Series A Preferred Stock | Series B Preferred Stock | Series B Preferred Stock | Series B Preferred Stock | Series B Preferred Stock | ||||||
Intrexon Inc. | Common stock | Common stock | Common stock | Common stock | Issuance under private placement | Issuance under private placement | Common stock | Issuance under private placement | Issuance under private placement | ||||||||||||||
Common stock | Common stock | ||||||||||||||||||||||
Common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reverse stock split conversion ratio | ' | 2.023 | ' | ' | ' | ' | 2.023 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued in a private placement (in shares) | ' | ' | ' | ' | ' | ' | ' | 3,888,880 | 897,554 | ' | ' | 897,554 | 3,888,880 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issue price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | $9.15 | ' | $5.50 | $9 | ' | ' | $1 | ' | ' | ' | $5.50 | ' | ' | ' |
Net proceeds from issuance of common stock | ' | ' | $2 | $32,414 | $4,039 | $36,455 | ' | ' | ' | ' | ' | $4,000 | $32,700 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock conversion ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.023 | 2.023 | ' | ' | 2.023 | 2.023 | ' | ' | 1 | 1 |
Number of shares of common stock in which preferred stock is convertible | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -3,064,753 | 3,064,753 | 3,064,753 | ' | -6,770,563 | 6,770,563 | 6,770,563 |
Number of classes of board of directors | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Staggered term of board of directors | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of the shares of capital stock, whose holders' affirmative vote is required to remove directors | 75.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of common shares to be included in the Resale S-1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,630,683 | 897,554 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,770,563 |
Common stock issued in conjunction with a research and development agreement (in shares) | ' | ' | ' | ' | ' | ' | ' | 273,224 | ' | 273,224 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding stock options (in shares) | ' | ' | ' | ' | ' | ' | ' | 2,413,237 | 1,218,153 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding restricted stock units (in shares) | ' | ' | ' | ' | ' | ' | ' | 96,155 | 192,308 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Apr. 30, 2011 | Apr. 30, 2011 | Apr. 30, 2011 |
2012 Plan | 2012 Plan | 2011 Plan | Restricted stock purchase agreements | Restricted stock purchase agreements | Restricted stock purchase agreements | |
Maximum | Maximum | Founder | Three co-founders | Two co-founders | ||
item | item | |||||
Stock-based compensation | ' | ' | ' | ' | ' | ' |
Shares available for future issuance | 1,453,253 | ' | 679,622 | ' | ' | ' |
Annual increase to the maximum number of shares (or other type of equity) approved (usually by shareholders and board of directors) for awards under the equity-based compensation plan | ' | 975,000 | ' | ' | ' | ' |
Annual increase to the maximum number of shares (or other type of equity) approved (usually by shareholders and board of directors) for awards under the equity-based compensation plan, as a percentage of the number of shares of the entity's common stock then outstanding | ' | 4.00% | ' | ' | ' | ' |
Shares issued | ' | ' | ' | 3,509,634 | ' | ' |
Purchase price (in dollars per share) | ' | ' | ' | $0.00 | ' | ' |
Number of co-founders | ' | ' | ' | ' | 3 | 2 |
Percentage of shares vesting on the grant date | ' | ' | ' | ' | 25.00% | ' |
Percentage of the then-unvested shares that vested in connection with the Preferred Stock financing | ' | ' | ' | ' | ' | 25.00% |
StockBased_Compensation_Detail1
Stock-Based Compensation (Details 2) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 33 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | |||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 05, 2012 | Dec. 31, 2013 | Mar. 20, 2013 | Dec. 05, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 05, 2012 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Feb. 07, 2014 | |
Service based restricted stock units | Service based restricted stock units | Performance based restricted stock units | Performance based restricted stock units | Performance based restricted stock units | Performance based restricted stock units | Founder | Founder | Stock options | Stock options | Stock options | Stock options | Stock options | Stock options | Stock options | Stock options | Stock options | Stock options | Stock options | Stock options | Stock options | Stock options | Stock options | Stock options | Stock options | Restricted stock units | Restricted stock units | Restricted stock units | Restricted stock units | Restricted stock units | Restricted stock units | Restricted stock units | Restricted stock units | ||
2012 Plan | CEO | CEO | CEO | CEO | Minimum | Minimum | Minimum | Maximum | Maximum | Maximum | Employees | Employees | Employees | Non-employees | Non-employees | Non-employees | Non-employees | CEO | CEO | CEO | CEO | CEO | Performance based restricted stock units | |||||||||||
Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unvested at the beginning of the period (in shares) | ' | ' | ' | ' | ' | ' | ' | 1,645,141 | 2,319,646 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted (in shares) | ' | ' | 128,205 | ' | ' | 64,103 | 32,051 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 192,308 | ' | ' | ' | ' | ' |
Vested (in shares) | ' | ' | ' | ' | ' | ' | -19,230 | -658,060 | -674,505 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -16,025 | -16,025 | -16,025 | -16,025 | ' |
Unvested at the end of the period (in shares) | ' | ' | ' | ' | ' | ' | ' | 987,081 | 1,645,141 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the beginning of the period (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,218,153 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,537,172 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,537,172 | 679,251 | ' | ' | 39,685 | 165,339 | ' | ' | ' | ' | ' | ' | ' | ' |
Exercised (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -42,799 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Forfeited (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -278,158 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cancelled (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -21,131 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the end of the period (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,413,237 | 1,218,153 | 2,413,237 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercisable at the end of the period (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 468,710 | ' | 468,710 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vested and expected to vest at the end of the period (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,445,760 | ' | 1,445,760 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average exercise price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the beginning of the period (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3.83 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $12.87 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $12.87 | $6.59 | ' | ' | $4.81 | $0.04 | ' | ' | ' | ' | ' | ' | ' | ' |
Exercised (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.99 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Forfeited (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $7.07 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cancelled (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the end of period (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $9.26 | $3.83 | $9.26 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercisable at the end of the period (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3.46 | ' | $3.46 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vested and expected to vest at the end of the period (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $8.14 | ' | $8.14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average remaining contractual term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the beginning of the period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '9 years 18 days | '9 years 4 months 2 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the end of the period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '9 years 18 days | '9 years 4 months 2 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercisable at the end of the period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '8 years 3 months 11 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vested and expected to vest at the end of the period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '8 years 10 months 24 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate intrinsic value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the beginning of the period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5,535,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the end of period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,087,000 | 5,535,000 | 6,087,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercisable at the end of period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,112,000 | ' | 3,112,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vested and expected to vest at the end of the period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,192,000 | ' | 4,192,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total intrinsic value | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 400,000 | 48,000 | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Development stage product development revenues | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assumptions used to estimate fair value of each stock-based option award on the grant date using the Black-Scholes option pricing model | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk free interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.91% | 0.80% | 1.20% | 2.11% | 1.78% | 1.84% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Volatility (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 83.00% | 79.00% | 79.00% | 91.00% | 89.00% | 82.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years 1 month 6 days | '5 years 1 month 6 days | '6 years | '9 years 11 months 5 days | '9 years 11 months 5 days | '9 years 9 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional disclosures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average grant-date fair value of options granted (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $9.34 | $4.82 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $8.75 |
Granted (in dollars per share) | ' | ' | $7.80 | ' | $10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vested in period fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 800,000 | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation expense | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 26,000 | 2,300,000 | 300,000 | 300,000 | 2,200,000 | 1,000,000 | ' | 700,000 | 36,000 | ' | ' | ' | ' | ' | ' |
Total unrecognized compensation cost, net of estimated forfeitures, related to unvested stock options and restricted stock units (in dollars) | $8,800,000 | $500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average period for recognition of compensation cost related to unvested stock awards | '2 years 8 months 12 days | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income taxes | ' | ' | ' |
Income tax expense (benefit) | $0 | $0 | $0 |
Federal | ' | ' | ' |
Income taxes | ' | ' | ' |
Net operating loss carryforwards | 33 | 14.1 | ' |
Net operating loss carryforwards excluding deductions related to the exercise of stock options | 0.4 | ' | ' |
State | ' | ' | ' |
Income taxes | ' | ' | ' |
Net operating loss carryforwards | $32.60 | $13.90 | ' |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Federal | ' | ' |
Income taxes | ' | ' |
Tax credits carryforwards | $0.90 | $0.20 |
State | ' | ' |
Income taxes | ' | ' |
Tax credits carryforwards | $0.90 | $0.20 |
Income_Taxes_Details_3
Income Taxes (Details 3) (USD $) | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Reconciliation of income taxes computed using the U.S. federal statutory rate to that reflected in operations | ' | ' | ' | ' |
Income tax benefit using U.S. federal statutory rate (as a percent) | 34.00% | 34.00% | 34.00% | ' |
State income taxes, net of federal benefit (as a percent) | 5.47% | 5.28% | 5.42% | ' |
Research and development tax credits (as a percent) | 1.70% | 2.31% | 0.00% | ' |
Permanent items (as a percent) | -3.93% | -1.09% | -2.78% | ' |
Change in the valuation allowance (as a percent) | -37.24% | -40.50% | -36.64% | ' |
Deferred tax assets: | ' | ' | ' | ' |
Net operating loss carryforwards | ' | $12,939,000 | $5,527,000 | ' |
Research and development credits | ' | 823,000 | 153,000 | ' |
Stock-based compensation | ' | 1,602,000 | 142,000 | ' |
Patent and technology access fee | ' | 1,954,000 | 129,000 | ' |
Other | ' | 350,000 | -23,000 | ' |
Gross deferred tax assets | ' | 17,668,000 | 5,928,000 | ' |
Valuation allowance | ' | -17,668,000 | -5,928,000 | ' |
Increase in valuation allowance | ' | 11,700,000 | 5,000,000 | ' |
Unrecognized tax benefits | ' | 0 | 0 | ' |
Interest and penalties accrued | 0 | 0 | 0 | 0 |
Interest and penalties related to uncertain tax positions recognized | ' | $0 | $0 | $0 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 9 Months Ended | 12 Months Ended | 33 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | 1-May-12 | Dec. 31, 2013 | 31-May-12 | Dec. 31, 2013 | |
Lease agreement | Lease agreement | Sublease agreement | Sublease agreement | |||||
sqft | sqft | |||||||
Commitments and contingencies | ' | ' | ' | ' | ' | ' | ' | ' |
Period of lease | ' | ' | ' | ' | '60 months | ' | '24 months | ' |
Area of lease (in square feet) | ' | ' | ' | ' | ' | 6,000 | ' | 1,900 |
Base annual rent per month | ' | ' | ' | ' | ' | $22,000 | ' | ' |
Sublease base annual rent per month | ' | ' | ' | ' | ' | ' | ' | 4,000 |
Annual increase in base annual rent (as a percent) | ' | ' | ' | ' | ' | 3.00% | ' | ' |
Annual increase in sublease base annual rent (as a percent) | ' | ' | ' | ' | ' | ' | ' | 3.00% |
Future minimum lease payments | ' | ' | ' | ' | ' | ' | ' | ' |
2014 | ' | ' | ' | ' | ' | 323,000 | ' | ' |
2015 | ' | ' | ' | ' | ' | 315,000 | ' | ' |
2016 | ' | ' | ' | ' | ' | 292,000 | ' | ' |
2017 | ' | ' | ' | ' | ' | 173,000 | ' | ' |
Total | ' | ' | ' | ' | ' | 1,103,000 | ' | ' |
Rent expense | $41,000 | $400,000 | $200,000 | $600,000 | ' | ' | ' | ' |
Accrued_Expenses_Details
Accrued Expenses (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accrued Expenses | ' | ' |
Technology access fee payable to Intrexon (present value) | $2,186 | ' |
Compensation and related benefits | 719 | 471 |
Legal, audit and tax services | 605 | 330 |
Preclinical, clinical and contract manufacturing | 258 | 93 |
Consulting | 174 | 139 |
Other expenses | 178 | 178 |
Accrued expenses | $4,120 | $1,211 |
Net_Loss_Per_Share_Details
Net Loss Per Share (Details) (USD $) | 9 Months Ended | 12 Months Ended | 33 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 |
Net Loss Per Share | ' | ' | ' | ' |
Net loss applicable to common stockholders (in dollars) | ($2,725) | ($29,044) | ($13,510) | ($45,279) |
Weighted average number of common shares used in net loss per share applicable to common stockholders-basic and diluted (in shares) | 909 | 16,160 | 5,810 | 8,350 |
Net loss per share applicable to common stockholders-basic and diluted (in dollars per share) | ($3) | ($1.80) | ($2.33) | ($5.42) |
Net loss per share | ' | ' | ' | ' |
Amount excluded from the calculation of diluted net loss per share, prior to the use of the treasury stock method, due to their anti-dilutive effect (in shares) | 6,002 | 3,496 | 3,055 | 3,496 |
Series A Preferred Stock | ' | ' | ' | ' |
Net loss per share | ' | ' | ' | ' |
Amount excluded from the calculation of diluted net loss per share, prior to the use of the treasury stock method, due to their anti-dilutive effect (in shares) | 3,065 | ' | ' | ' |
Outstanding stock options and restricted stock units | ' | ' | ' | ' |
Net loss per share | ' | ' | ' | ' |
Amount excluded from the calculation of diluted net loss per share, prior to the use of the treasury stock method, due to their anti-dilutive effect (in shares) | 618 | 2,509 | 1,410 | 2,509 |
Founders' stock | ' | ' | ' | ' |
Net loss per share | ' | ' | ' | ' |
Amount excluded from the calculation of diluted net loss per share, prior to the use of the treasury stock method, due to their anti-dilutive effect (in shares) | 2,319 | 987 | 1,645 | 987 |
Related_Party_Transactions_Det
Related Party Transactions (Details) | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2012 |
item | item | Chief executive officer | Chief executive officer | |
Stock option | Restricted stock units | |||
Related Party Transactions | ' | ' | ' | ' |
Number of principal stockholders for which chief executive officer serves as a general partner | 1 | ' | ' | ' |
Number of principal stockholders from whom the entity has leased office space | ' | 1 | ' | ' |
Related Party Transactions | ' | ' | ' | ' |
Granted (in shares) | ' | ' | 339,313 | ' |
Granted (in shares) | ' | ' | ' | 192,308 |
Employee_Benefit_Plan_Details
Employee Benefit Plan (Details) (USD $) | 12 Months Ended | 33 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | |
Employee Benefit Plan | ' | ' | ' | ' |
Contributions made by the company to the 401 (k) plan | $100,000 | $100,000 | $0 | $200,000 |