Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 22, 2016 | Jun. 30, 2015 | |
Document and Entity Information | |||
Entity Registrant Name | OvaScience, Inc. | ||
Entity Central Index Key | 1,544,227 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
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 | Large Accelerated Filer | ||
Entity Public Float | $ 727.2 | ||
Entity Common Stock, Shares Outstanding | 27,300,198 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 43,224 | $ 6,414 |
Short-term investments | 83,438 | 53,817 |
Prepaid expenses and other current assets | 3,002 | 1,647 |
Restricted cash | 197 | 0 |
Total current assets | 129,861 | 61,878 |
Property and equipment, net | 8,313 | 3,367 |
Restricted cash | 439 | 197 |
Other long-term assets | 0 | 130 |
Total assets | 138,613 | 65,572 |
Current liabilities: | ||
Accounts payable | 3,352 | 2,520 |
Accrued expenses and other current liabilities | 7,891 | 7,654 |
Total current liabilities | 11,243 | 10,174 |
Other non-current liabilities | 520 | 73 |
Total liabilities | $ 11,763 | $ 10,247 |
Commitments and contingencies (Note 10) | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized, no shares issued and outstanding | $ 0 | $ 0 |
Common stock, $0.001 par value; 100,000,000 shares authorized; 27,296,747 and 24,413,666, shares issued at December 31, 2015 and 2014, respectively; 27,296,747 and 24,084,637 shares outstanding at December 31, 2015 and 2014, respectively | 27 | 24 |
Additional paid-in capital | 294,910 | 150,025 |
Accumulated other comprehensive loss | (170) | (26) |
Accumulated deficit | (167,917) | (94,698) |
Total stockholders' equity | 126,850 | 55,325 |
Total liabilities and stockholders' equity | $ 138,613 | $ 65,572 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
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) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 27,296,747 | 24,413,666 |
Common stock, shares outstanding | 27,296,747 | 24,084,637 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | |||
Revenues | $ 277 | $ 0 | $ 0 |
Costs and expenses: | |||
Costs of revenues | 2,249 | 0 | 0 |
Research and development | 18,433 | 21,784 | 15,802 |
Selling, general and administrative | 51,594 | 26,149 | 13,332 |
Total costs and expenses | 72,276 | 47,933 | 29,134 |
Loss from operations | (71,999) | (47,933) | (29,134) |
Interest income (expense), net | 436 | (126) | 90 |
Other (expense) income, net | (20) | 122 | 0 |
Loss from equity method investment | (1,561) | (1,583) | 0 |
Loss before income taxes | (73,144) | (49,520) | (29,044) |
Income tax expense | 75 | 0 | 0 |
Net loss | $ (73,219) | $ (49,520) | $ (29,044) |
Net loss per share—basic and diluted | $ (2.70) | $ (2.19) | $ (1.80) |
Weighted average number of shares used in net loss per share—basic and diluted | 27,085 | 22,647 | 16,160 |
Net loss | $ (73,219) | $ (49,520) | $ (29,044) |
Other comprehensive loss: | |||
Unrealized (losses) gains on available-for-sale securities | (144) | (36) | 16 |
Comprehensive loss | $ (73,363) | $ (49,556) | $ (29,028) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common stock | Additional paid-in capital | Accumulated other comprehensive loss | Accumulated deficit |
Beginning balance at Dec. 31, 2012 | $ 30,721 | $ 13 | $ 46,848 | $ (6) | $ (16,134) |
Beginning balance (in shares) at Dec. 31, 2012 | 12,622,919 | ||||
Increase (decrease) in Stockholders' Equity | |||||
Common stock issued as part of the private placement, net of issuance costs of $2,348 | 32,656 | $ 4 | 32,652 | ||
Common stock issued as part of the private placement, net of issuance costs of $2,348 (in shares) | 3,888,880 | ||||
Vesting of Founders Stock | 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 | (285) | (285) | |||
Vesting of restricted stock (in shares) | 55,244 | ||||
Unrealized gain (loss) on investments | 16 | 16 | |||
Net loss | (29,044) | (29,044) | |||
Ending balance at Dec. 31, 2013 | 41,701 | $ 18 | 86,851 | 10 | (45,178) |
Ending balance (in shares) at Dec. 31, 2013 | 17,541,126 | ||||
Increase (decrease) in Stockholders' Equity | |||||
Issuance of common stock under public offering, net of underwriters' discounts and issuance costs | 51,733 | $ 5 | 51,728 | ||
Issuance of common stock under public offering, net of underwriters' discounts and issuance costs (in shares) | 5,518,630 | ||||
Vesting of Founders Stock | 2 | $ 1 | 1 | ||
Vesting of Founders Stock (in shares) | 658,060 | ||||
Exercise of stock options | 163 | 163 | |||
Exercise of stock options (in shares) | 308,150 | ||||
Stock-based compensation expense | 12,407 | 12,407 | |||
Vesting of restricted stock | (1,125) | (1,125) | |||
Vesting of restricted stock (in shares) | 58,671 | ||||
Unrealized gain (loss) on investments | (36) | (36) | |||
Net loss | (49,520) | (49,520) | |||
Ending balance at Dec. 31, 2014 | 55,325 | $ 24 | 150,025 | (26) | (94,698) |
Ending balance (in shares) at Dec. 31, 2014 | 24,084,637 | ||||
Increase (decrease) in Stockholders' Equity | |||||
Issuance of common stock under public offering, net of underwriters' discounts and issuance costs | 124,063 | $ 3 | 124,060 | ||
Issuance of common stock under public offering, net of underwriters' discounts and issuance costs (in shares) | 2,645,000 | ||||
Vesting of Founders Stock | 0 | ||||
Vesting of Founders Stock (in shares) | 329,021 | ||||
Issuance of common stock to board of directors & CEO | 165 | 165 | |||
Issuance of common stock to board of directors & CEO (in shares) | 15,808 | ||||
Exercise of stock options | $ 1,440 | 1,440 | |||
Exercise of stock options (in shares) | 208,748 | 208,734 | |||
Stock-based compensation expense | $ 19,337 | 19,337 | |||
Vesting of restricted stock | (117) | (117) | |||
Vesting of restricted stock (in shares) | 13,547 | ||||
Unrealized gain (loss) on investments | (144) | (144) | |||
Net loss | (73,219) | (73,219) | |||
Ending balance at Dec. 31, 2015 | $ 126,850 | $ 27 | $ 294,910 | $ (170) | $ (167,917) |
Ending balance (in shares) at Dec. 31, 2015 | 27,296,747 |
Consolidated Statements of Sto6
Consolidated Statements of Stockholders' Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2013USD ($) | |
Common stock | |
Common stock issued on private placement basis | $ 2,348 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | |||
Net loss | $ (73,219) | $ (49,520) | $ (29,044) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 1,286 | 450 | 231 |
Impairment of property and equipment | 0 | 0 | 364 |
Amortization of premium on debt securities | 1,116 | 871 | 586 |
Stock-based compensation expense | 19,337 | 12,407 | 5,094 |
Issuance of common stock for technology access and other fees | 165 | 0 | 2,500 |
Net loss on equity method investment | 1,561 | 1,583 | 0 |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other assets | (1,113) | (997) | (76) |
Accounts payable | (171) | 2,317 | (721) |
Accrued expenses and other non-current liabilities | 752 | 2,301 | 2,972 |
Net cash used in operating activities | (50,286) | (30,588) | (18,094) |
Cash flows from investing activities: | |||
Investment in joint venture | (1,500) | (1,500) | 0 |
Purchases of property, plant and equipment | (5,229) | (2,804) | (719) |
Maturities of short-term investments | 53,528 | 20,797 | 5,670 |
Sales of short-term investments | 10,817 | 8,431 | 0 |
Purchases of short-term investments | (95,225) | (57,603) | (15,974) |
(Increase) decrease in restricted cash | (681) | (109) | 5 |
Net cash used in investing activities | (38,290) | (32,788) | (11,018) |
Cash flows from financing activities: | |||
Net proceeds from the issuance of common stock | 124,063 | 51,733 | 32,414 |
Issuances of common stock under benefit plans, net of withholding taxes paid | 1,323 | (21) | 0 |
Net cash provided by financing activities | 125,386 | 51,712 | 32,414 |
Net increase (decrease) in cash and cash equivalents | 36,810 | (11,664) | 3,302 |
Cash and cash equivalents at beginning of period | 6,414 | 18,078 | 14,776 |
Cash and cash equivalents at end of period | 43,224 | 6,414 | 18,078 |
Supplemental disclosure of non-cash investing and financing activity | |||
Investment in OvaXon | 0 | 0 | 1,500 |
Additions of property, plant and equipment included in accounts payable | $ 1,003 | $ 133 | $ 0 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization OvaScience, Inc., incorporated on April 5, 2011 as a Delaware corporation, is a global fertility company focused on the discovery, development and commercialization of new fertility treatments for women. Our patented technology is based on scientific discoveries about the existence of egg precursor, or EggPC SM , cells. As used in these consolidated financial statements, the terms "OvaScience", "the Company", "we", "us", and "our" refer to the business of OvaScience, Inc. and its wholly owned subsidiaries. Our operations to date have been limited to organizing and staffing our company, business planning, raising capital, acquiring and developing our technology, identifying potential fertility treatments, developing the AUGMENT SM treatment, launching the AUGMENT treatment in select international in vitro fertilization (IVF) clinics, researching and developing the OvaPrime SM treatment and the OvaTure SM treatment, and determining the development and regulatory path for our fertility treatments. We have commenced our planned principal operations but have only generated limited revenues to date. We are subject to a number of risks similar to other life science companies, including, but not limited to, the need to obtain adequate additional funding, possible failure to provide our fertility 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 fertility treatments, competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of our fertility treatments and protection of proprietary technology. If we do not successfully commercialize any of our fertility treatments, we will be unable to generate treatment revenue or achieve profitability. As of December 31, 2015 we had an accumulated deficit of approximately $167.9 million . Liquidity We have incurred annual net operating losses in each year since our inception. We have generated limited treatment revenues related to our primary business purpose and have financed our operations primarily through private placements of our preferred stock, which was subsequently converted to common stock, and public sales of our common stock. We have launched one fertility treatment, the AUGMENT treatment, in select international IVF clinics and have two potential treatments in development. We have devoted substantially all of our financial resources and efforts to the launch of the AUGMENT treatment, raising capital, and research and development. We expect to continue to incur significant expenses and operating losses for at least the next several years. We believe that our cash and cash equivalents and short-term investments of approximately $126.7 million at December 31, 2015 , will be sufficient to fund our current operating plan for at least the next 12 months. There can be no assurances, however, that the current operating plan will be achieved or that additional funding, if needed, will be available on terms acceptable to us, or at all. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation Our consolidated financial statements include the accounts of OvaScience and our wholly-owned subsidiaries. All intercompany transactions have been eliminated in consolidation. The financial statements are presented in United States dollars, our functional currency. These consolidated financial statements are presented in conformity with U.S. generally accepted accounting principles, which require management to make estimates and assumptions that 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 our estimates on 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, corporate debt securities and government 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 short-term investments 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, 2015 and 2014 as available-for-sale. We carry available-for-sale securities at fair value, with the unrealized gains and losses reported in accumulated other comprehensive 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 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. 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 short-term investments 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 consist 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. Revenue Recognition To date, our revenues have consisted solely of sales of AUGMENT. We apply the revenue recognition guidance in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 605, Revenue Recognition. The Company recognizes revenue from AUGMENT sales when there is persuasive evidence that an arrangement exists, services have been rendered, the price is fixed or determinable, collectability is reasonably assured and we have no further performance obligations. The AUGMENT treatment cycle begins upon our receipt of the patient's tissue. We expect to receive payment before processing the tissue and defer revenue until we deliver the mitochondria to the clinic. Based on our experiences to date, the period from receipt of the patient's tissue to when we expect to record revenue is expected to range between 30 and 120 days , the typical timeframe required to perform an IVF cycle. Within certain of our programs, revenue recognition may be further deferred. Costs of Revenues Cost of revenues includes all costs directly related to providing the AUGMENT treatment, which consists primarily of labor, material, facilities, warehousing and other overhead expenses. Cost of revenues also includes royalties paid or owed by us on our products and depreciation expense related to certain equipment used as part of the AUGMENT treatment. In addition, in the third quarter of 2015, we recorded a charge of $0.4 million related to the write-off of supplies due to expire prior to commercial use as a result of lower than expected AUGMENT treatment cycles. In the fourth quarter of 2015, we recorded an additional charge of $0.5 million related to the write-off of supplies due to an anticipated change in our manufacturing process that will make these materials obsolete. 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. Selling, general and administrative costs We expense selling, general and administrative costs as incurred. Selling, general and administrative costs consist of ongoing costs to run our daily operations and internal costs to support the international launch of the AUGMENT SM treatment. 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 including estimated forfeitures, and is adjusted each period to reflect actual forfeitures and the outcomes of certain performance conditions. Income Taxes We are subject to taxes in the United States and various state authorities as well as foreign jurisdictions in which we operate. 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, 2015 and 2014 . 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. 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. Net Loss per Share Basic and diluted net loss per common share is calculated by dividing net loss by the weighted average number of shares outstanding during the period. Potentially dilutive shares, including outstanding stock options and unvested restricted stock, 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. New accounting pronouncements In November 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) No. 2015-17, Balance Sheet Classification of Deferred Taxes , which simplifies the presentation of deferred taxes. The new standard requires that deferred tax liabilities and assets be classified as noncurrent on the balance sheet. The amendment is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. We elected early adoption of this ASU prospectively as of December 31, 2015. We maintain full valuation allowances on all deferred tax balances, therefore, the adoption had no impact to current or prior period reporting. In August 2015, the FASB issued ASU No. 2015-14, which defers the effective date of ASU No. 2014-09 by one year. ASU No. 2014-09 amends the guidance for accounting for revenue from contracts with customers. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification Topic 605, Revenue Recognition , and creates a new Topic 606, Revenue from Contracts with Customers . This guidance is now effective for fiscal years beginning after December 15, 2017 with early adoption permitted for annual periods beginning after December 15, 2016. Two adoption methods are permitted: retrospectively to all prior reporting periods presented, with certain practical expedients permitted; or retrospectively with the cumulative effect of initially adopting the ASU recognized at the date of initial application. We have not yet determined which adoption method we will utilize or the effect that the adoption of this guidance will have on our consolidated financial statements. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern . The new standard requires management of public and private companies to evaluate whether there is substantial doubt about the entity's ability to continue as a going concern and, if so, disclose that fact. We will also be required to evaluate and disclose whether our plans alleviate that doubt. This guidance is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. We do not expect that the adoption of ASU 2014-15 will have a material impact on our financial position, results of operations or cash flows. |
Business Agreements
Business Agreements | 12 Months Ended |
Dec. 31, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Business Agreements | Exclusive License Agreement with Massachusetts General Hospital We acquired an exclusive, royalty-bearing, worldwide license pursuant to a license agreement, as amended, with Massachusetts General Hospital ("MGH") and The President and Fellows of Harvard College ("Harvard") to make, use and sell products covered by the licensed patent rights. These rights include the technology used as part of the AUGMENT treatment and our other fertility treatments. Under the agreement, as amended, we agreed to pay MGH upfront license fees and reimbursed patent related fees and costs incurred by MGH and Harvard totaling approximately $0.4 million in the aggregate. We also agreed to pay MGH annual license fees, annual maintenance fees, milestone payments, royalties as a percentage of net sales and a percentage of sublicense income that we receive. Annual license fees are creditable against royalties. Annual maintenance fees are due beginning in the third year of the agreement and are not creditable against royalties. Milestone payments of up to an aggregate of approximately $10.7 million are triggered upon the achievement of specified developmental and commercialization milestones and are not creditable against royalties. Additionally, we paid $1.0 million in connection with our March 2014 offering. The royalty rate is in the low single digits as a percentage of net sales. Net sales do not include amounts billed to patients by clinics and medical practices that use licensed products or perform licensed services for such patients, but do include the amounts paid to us by such clinics and medical practices. Collaboration with Intrexon 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. 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 paid to Intrexon was comprised of (1) the issuance of 273,224 shares, or $2.5 million of common stock issued to Intrexon, upon the execution of the OvaTure Collaboration in December 2013, and (2) a $2.5 million cash payment in December 2014. The technology access fee does not give OvaScience the right to any research and development services, and the technology 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 represented the present value of the remaining $2.5 million technology access fee due in December 2014. We accreted the liability up to $2.5 million through interest expense and ultimately paid the full amount in December 2014. The shares issued to Intrexon are subject to "piggy-back" registration rights that entitle Intrexon, unless waived, to have the shares included in any new registration statement filed in connection with an underwritten public offering, subject to underwriter cutback. 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 have reimbursed and 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 potential OvaTure fertility treatments, and the exact royalty will depend upon whether Intrexon completes this milestone within two years after technology transfer. OvaXon 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 EggPC cells to focus on developing significant improvements in human and animal health. We and Intrexon formed OvaXon, LLC ("OvaXon") to conduct the joint venture. Each party contributed $1.5 million of cash to OvaXon, each has a 50% equity interest and all costs and profits will be split accordingly. Each party will also have 50% control over OvaXon and any disputes between us and resolved through arbitration, if necessary. During 2015, each party contributed an additional $1.5 million . 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. As of December 31, 2015 and 2014 , OvaXon has incurred expenses of $0.1 million in excess of the investment, which is included within accrued expenses on our balance sheet as we committed to provide additional funding in the following year. Each party contributed an additional $0.8 million in January 2016. Our maximum exposure to loss with respect to our joint venture is limited to the carrying amount of the investment and the unfunded commitment that was paid in January 2016. |
Fair value
Fair value | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair value | Fair value 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 such assets or paid in connection with the transfer of such 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). We use the following fair value hierarchy to classify assets and liabilities based on the observable inputs and unobservable inputs we used 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, 2015 or December 31, 2014 . 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, 2015 and December 31, 2014 , 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 our assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2015 and December 31, 2014 (in thousands): Description Balance as of December 31, 2015 Level 1 Level 2 Level 3 Assets: Cash and money market funds $ 43,224 $ 43,224 $ — $ — Corporate debt securities (including commercial paper) 83,438 $ — 83,438 — Total assets $ 126,662 $ 43,224 $ 83,438 $ — Description Balance as of December 31, 2014 Level 1 Level 2 Level 3 Assets: Cash and money market funds $ 6,414 $ 6,414 $ — $ — Corporate debt securities (including commercial paper) 53,817 — 53,817 — Total assets $ 60,231 $ 6,414 $ 53,817 $ — There have been no changes to the valuation methods during the years ended December 31, 2015 and 2014 . There were no transfers of assets or liabilities between Level 1 and Level 2 during the years ended December 31, 2015 and 2014 . We had no short-term investments that were classified as Level 3 during the years ended December 31, 2015 and 2014 . Cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses are carried at amounts that approximate fair value due to their short-term maturities. |
Cash, Cash Equivalents and Shor
Cash, Cash Equivalents and Short-term Investments | 12 Months Ended |
Dec. 31, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Cash, Cash Equivalents and Short-term Investments | Cash, Cash Equivalents and Short-term Investments The following tables summarize the Company's cash, cash equivalents and short-term investments as of December 31, 2015 and December 31, 2014 (in thousands): December 31, 2015 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash and money market funds $ 43,224 $ — $ — $ 43,224 Corporate debt securities: Due in one year or less 68,898 — (107 ) 68,791 Due in two years or less 14,710 — (63 ) 14,647 Total $ 126,832 $ — $ (170 ) $ 126,662 Reported as: Cash and cash equivalents $ 43,224 $ — $ — $ 43,224 Short-term investments 83,608 — (170 ) 83,438 Total $ 126,832 $ — $ (170 ) $ 126,662 December 31, 2014 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash and money market funds $ 6,414 $ — $ — $ 6,414 Corporate debt securities: Due in one year or less 53,843 2 (28 ) 53,817 Total $ 60,257 $ 2 $ (28 ) $ 60,231 Reported as: Cash and cash equivalents $ 6,414 $ — $ — $ 6,414 Short-term investments 53,843 2 (28 ) 53,817 Total $ 60,257 $ 2 $ (28 ) $ 60,231 At December 31, 2015 and 2014 we held forty-three and thirty-two debt securities that had been in an unrealized loss position for less than 12 months, respectively. The aggregate fair value of these securities was $81.4 million and $44.2 million at December 31, 2015 and 2014 respectively. We held no investments that have been in a continuous unrealized loss position for 12 months or longer. We evaluated our securities for other-than-temporary impairments based on quantitative and qualitative factors, and we considered the decline in market value for the forty-three debt securities as of December 31, 2015 to be primarily attributable to current economic and market conditions. We will likely not be required to sell these securities, and we do not intend to sell these securities 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, 2015 and 2014 . As of December 31, 2015 , we held $11.7 million in financial institution debt securities and other corporate debt securities located in Canada, the United Kingdom, and Australia. As of December 31, 2014 , we held $7.5 million in financial institution debt securities and other corporate debt securities located in Canada, the United Kingdom, the Netherlands, Australia, and Norway. Based on our analysis, we do not consider these investments to be other-than-temporarily impaired as of December 31, 2015 or 2014 . We had immaterial realized gains on our short term investments for the year ended December 31, 2015 . We had no realized gains or losses or other-than-temporary impairments on our short-term investments for the years ended December 31, 2014 , and 2013 . |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment and related accumulated depreciation are as follows (in thousands): As of December 31, 2015 2014 Laboratory equipment $ 7,270 $ 4,093 Furniture 712 207 Computer equipment 230 7 Leasehold improvements 2,521 198 Total property and equipment, gross 10,733 4,505 Less: accumulated depreciation (2,420 ) (1,138 ) Total property and equipment, net $ 8,313 $ 3,367 We recorded depreciation and amortization expense of $1.3 million , $0.5 million and $0.2 million for the years ended December 31, 2015 , 2014 , and 2013 , respectively. We have $4.8 million of property and equipment, net in the United States and the remaining $3.5 million is located at our partner clinics in various international regions. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Common Stock | Common Stock 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). In March 2014, we issued and sold in a public offering an aggregate of 5,518,630 shares of our common stock at $10.00 per share, which included 518,630 shares that represented the partial exercise of an overallotment option granted to the underwriters in connection with the offering. The shares included in this offering were registered under the Securities Act of 1933, as amended, or the Securities Act, pursuant to a registration statement Form S-3 (File No. 333-190939) that the Securities and Exchange Commission declared effective on September 10, 2013. This public offering resulted in $51.7 million of net proceeds, after deducting underwriting discounts and commissions and other offering expenses payable by us. In January 2015, we issued and sold in an underwritten public offering an aggregate of 2,645,000 shares of our common stock at $50.00 per share, which included 345,000 shares that represented the full exercise of an option to purchase additional shares granted to the underwriters in connection with the offering. The shares included in this offering were registered under the Securities Act, pursuant to a registration statement on Form S-3 (File No. 333-200040) that the Securities and Exchange Commission declared effective on November 21, 2014. The offering resulted in $124.1 million of net proceeds, after deducting underwriting discounts and commissions and other offering expenses payable by us. 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, Outstanding stock options 4,650,114 3,628,628 Outstanding restricted stock units 100,451 54,078 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 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 A summary of our Founders' stock activity and related information is as follows: Shares Unvested at December 31, 2013 987,081 Granted — Vested (658,060 ) Unvested at December 31, 2014 329,021 Granted — Vested (329,021 ) Unvested at December 31, 2015 — 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. We recognized total stock-based compensation expense of $3.4 million , $7.5 million , and $1.4 million for the year ended December 31, 2015 , 2014 , and 2013 , respectively for the Founders' stock. Stock options A summary of our stock option activity and related information is as follows: Shares Weighted average exercise price per share Weighted average remaining contractual term (years) Aggregate intrinsic value (in thousands) Outstanding at December 31, 2014 3,628,628 $ 16.01 9.11 $ 102,355 Granted 1,795,100 33.21 Exercised (208,748 ) 7.77 Forfeited / Canceled (564,866 ) 28.60 Outstanding at December 31, 2015 4,650,114 21.49 8.58 2,970 Exercisable at December 31, 2015 1,461,283 13.20 7.83 2,058 Vested and expected to vest at December 31, 2015 3,948,127 20.93 8.53 2,759 The total intrinsic value (the amount by which the fair market value exceeded the exercise price) of stock options exercised was $6.7 million , $4.2 million , and $0.4 million for the years ended December 31, 2015 , 2014 , and 2013 , respectively. 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 as we do not have sufficient 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 remaining contractual term is 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 a hybrid approach of blending the Company's historical volatility with 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., Stem Cells Inc. and Sarepta Therapeutics, Inc. As a result of being an early stage fertility company with limited 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 option is estimated using the Black-Scholes option pricing model using the following assumptions: December 31, 2015 2014 2013 Risk-free interest rate 1.6%-2.3% 1.6% - 2.2% 0.9% - 2.1% Dividend yield — — — Volatility 72%-78% 76% - 84% 83% - 91% Expected term (years) 5.3-9.9 5.3 - 10.0 5.1 - 9.9 During the year ended December 31, 2015 , we granted options to purchase 1,744,600 shares of our common stock with a weighted average exercise price of $33.13 per share at a weighted average grant date fair value of $20.87 . During the year ended December 31, 2014 , we granted options to purchase 2,434,138 shares of our common stock with a weighted average exercise price of $19.19 per share at a weighted average grant date fair value of $13.41 . During the year ended December 31, 2013 , we granted options to purchase 1,537,172 shares of our 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 . We recognized total stock-based compensation expense for employee stock option grants of $14.1 million , $3.3 million , and $2.3 million for the years ended December 31, 2015 , 2014 , and 2013 , respectively. We granted 50,500 and 30,000 options to purchase common stock with a weighted average exercise price of $36.25 and $13.26 per share to non-employees for the year ended December 31, 2015 , and 2014 , respectively. There were no stock options granted to non-employees in 2013. Stock-based awards issued to non-employees are accounted for using the fair value method. These stock-based awards are revalued at each reporting date until vested. We recognized total stock-based compensation of $1.1 million , $0.8 million , and $0.7 million for the year ended December 31, 2015 , 2014 , and 2013 , respectively for these non-employee awards. At December 31, 2015 there was $34.9 million of total unrecognized compensation cost related to non-vested stock options. We expect to recognize these costs over a remaining weighted average period of 2.9 years . Restricted stock units We granted restricted stock units (“RSUs”) to our Chief Executive Officer in December 2014 and 2012. The RSUs issued at each date included a service-based award that vests evenly over eight quarters and a performance-based award that vests in two one-year tranches upon the achievement of certain performance conditions for the respective year, as determined by our board of directors. The grant date fair value of the service-based awards is based on the closing price of our common stock on the award date and the stock-based compensation expense for these service-based awards are recognized on a straight-line basis over the vesting period. The grant date fair value of the performance-based awards is based on the closing price of our common stock on the date that the performance criteria is established for each tranche and communicated to our Chief Executive Officer and the stock-based compensation for these performance-based awards is recognized over the requisite service period. The following table summarizes the December 9, 2014 award. Award Type Number of RSUs Granted Grant Date Fair Value RSUs Vested as of December 31, 2015 Service-based 30,902 $ 32.36 15,450 Performance-based - Year 1 11,588 $ 43.47 4,635 Performance-based - Year 2 11,588 $ — — The number of RSUs granted for the 2014 performance award is reflective of the maximum number of RSUs that can be earned, if the board of directors determines the performance criteria were achieved at 150% . On March 29, 2015 our board of directors established the 2015 performance criteria for the first tranche of the performance-based award and communicated the performance criteria to our Chief Executive Officer. The grant date stock price of these performance-based RSUs was $43.47 per share. In December 2015 our board of directors determined that certain of the performance criteria had been met resulting in the partial vesting of the first tranche award. The performance conditions for the 2016 tranche of the performance-based RSUs had not been established as of December 31, 2015 . 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, 2015 . In January 2016, as part of Dr. Dipp's Executive Chair appointment all remaining RSUs issued to her were canceled. The following table summarizes the December 5, 2012 award. Award Type Number of Grant Date RSUs Vested Service-based 128,205 $ 7.80 128,205 Performance-based - Year 1 32,052 $ 10.00 19,230 Performance-based - Year 2 32,051 $ 8.75 32,051 The number of RSUs granted for the 2012 performance award is reflective of the maximum number of RSUs that can be earned, if the board of directors determined the performance criteria were achieved at 100% . On March 20, 2013 our board of directors established the 2013 performance criteria for the first tranche of the performance-based award and communicated the performance criteria to our Chief Executive Officer. In December 2013, certain of the performance criteria were met resulting in a partial vesting of the first tranche award. On February 7, 2014 our board of directors established the 2014 performance criteria for the second tranche of the performance-based award and communicated the performance criteria to our Chief Executive Officer. In December 2014 our board of directors determined that all of the performance criteria had been met resulting in the full vesting of the second tranche award. The following expense has been recorded for the RSUs granted to our Chief Executive Officer: Expense Recorded in Year Ended 2015 2014 (in 000s) December 9, 2014 Service-based $ 485 $ 29 Performance-based $ 201 $ — $ 686 $ 29 December 5, 2012 Service-based $ — $ 483 Performance-based $ — $ 280 $ — $ 763 On December 3, 2015 we issued a total of 85,000 RSUs to certain senior executives and to a non-employee consultant with a grant date fair value of $9.81 . This included 75,000 RSUs with service condition-based vesting as follows: 25% vesting on the first anniversary of the grant date and evenly thereafter until the fourth anniversary of the grant date. The remaining 10,000 RSUs were issued with service condition-based vesting that occurs monthly over 12 months from the grant date until December 3, 2016. We recognized an immaterial amount of total stock-based compensation of for the year ended December 31, 2015 related to these awards. The total fair value of RSUs that vested during the year was $0.5 million , $1.3 million , and $0.8 million for the year ended December 31, 2015 , 2014 , and 2013 , respectively. As of December 31, 2015 , there was $1.1 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 2.5 years . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The expense for income taxes consists of the following (in thousands): Year Ended December 31, 2015 Year Ended December 31, 2014 Year Ended December 31, 2013 Current: Federal $ — $ — $ — State 21 — — Foreign 54 — — Total income tax expense 75 — — A reconciliation of income taxes computed using the U.S. federal statutory rate to that reflected in operations follows: Year Ended December 31, 2015 Year Ended December 31, 2014 Year Ended December 31, 2013 Income tax benefit using U.S. federal statutory rate 34.00 % 34.00 % 34.00 % State income taxes, net of federal benefit 5.23 % 5.28 % 5.28 % Research and development tax credits 0.83 % 1.75 % 2.31 % Permanent items - stock based compensation (8.15 )% (0.27 )% (0.92 )% Foreign differential (14.25 )% (1.59 )% — % Other adjustments (0.94 )% (0.31 )% (0.17 )% Change in the valuation allowance (16.82 )% (38.86 )% (40.50 )% (0.10 )% — % — % The principal components of our deferred tax assets are as follows (in thousands): 2015 2014 Deferred Tax Assets: Net operating loss carryforwards 36,127 26,133 Tax credit carryforwards 2,296 1,689 Accrued expenses 654 655 Stock based compensation 6,472 5,591 Intangibles 3,109 2,536 Other 553 305 Gross deferred tax assets 49,211 36,909 Valuation allowance (49,211 ) (36,909 ) Net deferred tax assets — — 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 will not realize the benefit of our deferred tax assets. Accordingly, our deferred tax assets have been fully reserved at December 31, 2015 and 2014 . We reevaluate the positive and negative evidence on a quarterly basis. The valuation allowance increased approximately $12.3 million during the year ended December 31, 2015 , due primarily to the increase in net operating loss carryforwards and tax credits. The valuation allowance increased approximately $19.2 million during the year ended December 31, 2014 , due primarily to the increase in the net operating loss carryforwards and tax credits. Subject to the limitations described below at December 31, 2015 , 2014 , and 2013 , we had net operating loss carryforwards of approximately $94.2 million , $72.1 million and approximately $33.0 million , respectively, to offset future federal taxable income, which expire beginning in 2031 continuing through 2035. The federal net operating loss carryforwards include approximately $10.9 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, 2015 , 2014 , and 2013 , we had net operating loss carryforwards of approximately $92.5 million , $71.5 million and approximately $32.6 million , respectively, to offset future state taxable income, which expire beginning in 2031 continuing through 2035. The state net operating loss carryforwards include $10.9 million of deductions related to the exercise of stock options. As of December 31, 2015 , we had net operating loss carryforwards of approximately $18.2 million to offset future foreign taxable income, which do not expire. As of December 31, 2014 and 2013 , we did not have any net operating loss carryforwards to offset future foreign taxable income. We also had tax credit carryforwards of approximately $2.6 million , $1.9 million and $0.9 million as of December 31, 2015 , 2014 , and 2013 , respectively, to offset future federal and state income taxes, which expire beginning in 2027 continuing through 2035. 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. During 2015, we conducted an IRC Section 382 study. The study resulted in an adjustment to our NOL carryforward of $0.5 million . As a full valuation allowance has been provided against our NOL and tax credit carryforwards, this adjustment was offset by an adjustment to the valuation allowance, and there was no impact to the consolidated balance sheet or consolidated statements of operations. 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, 2015 and 2014 , 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, 2015 , 2014 , and 2013 , 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, Massachusetts and foreign 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, 2014 , 2013 and 2012 . Federal and state carryforward attributes that were generated prior to the tax year ended December 31, 2012 may still be adjusted upon examination by the IRS or state tax authorities if they either have been or will be used in a period for which the statute of limitations remains open. The statute of limitations for assessment by the authorities in the various foreign jurisdictions in which we file ranges from one to five years and is open for the tax year ended December 31, 2014 . There are currently no federal, state or foreign 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, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies In May 2015, we entered into a lease agreement for approximately 25,200 square feet of office and laboratory space in a building in Waltham, MA. The term of the lease commenced on June 1, 2015 and extends through November 2020, with an optional additional five year term extension. Future non-cancelable minimum annual lease payments under the lease are expected to be approximately $0.9 million in 2016 and 2017, $1.0 million in each of 2018 and 2019, and $0.9 million in 2020. The price per square feet reflected in these amounts is significantly less compared to our previous leases in Cambridge, MA. We have provided a security deposit in the form of a letter of credit in the amount of $0.4 million . The letter of credit is cash collateralized, which has been recorded as long-term restricted cash on the condensed consolidated balance sheet. In connection with this lease, the landlord is providing a tenant improvement allowance of up to $1.2 million for the costs associated with the construction of tenant improvements for the leased facility. We will account for the allowance received as a lease incentive, which will be recorded as a reduction to rent expense over the lease term. As a result, we terminated our Cambridge, MA leases in the fourth quarter of 2015. Future minimum lease payments as of December 31, 2015 are as follows (in thousands): Year 2016 $ 973 2017 935 2018 960 2019 985 2020 924 $ 4,777 Rent expense is recorded straight-line over the operating lease term, with deferred rent included on the balance sheet in other liabilities. Rent expense for the years ended December 31, 2015 , 2014 , and 2013 amounted to $0.9 million , $0.6 million , and $0.4 million , respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consist of the following (in thousands): December 31, December 31, Compensation and related benefits $ 2,237 $ 2,753 Development, site costs, and contract manufacturing 734 2,567 Legal, audit and tax services 1,540 829 Consulting 813 793 Other expenses 2,242 712 $ 7,566 $ 7,654 Other accrued expenses consist of accrued costs related to travel, equipment purchases, lab supplies and other miscellaneous costs. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 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 December 31, 2015 2014 2013 Net loss applicable to common stockholders $ (73,219 ) $ (49,520 ) $ (29,044 ) Weighted average number of common shares used in net loss per share applicable to common stockholders—basic and diluted 27,085 22,647 16,160 Net loss per share applicable to common stockholders—basic and diluted $ (2.70 ) $ (2.19 ) $ (1.80 ) 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 December 31, (in thousands) 2015 2014 2013 Outstanding stock options and restricted stock units 4,751 3,683 2,509 Founders' stock — 329 987 Total 4,751 4,012 3,496 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plan | Employee Benefit Plan In January 2012, we 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, we may make discretionary contributions as approved by our board of directors. During the years ended December 31, 2015 , 2014 , and 2013 , we made contributions to the 401(k) Plan of $0.3 million , $0.2 million , and $0.1 million , respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On January 6, 2016, we announced that Harald Stock, Ph.D., a current member of the Company’s Board of Directors, had been appointed as OvaScience’s Chief Executive Officer-Elect, and will begin to serve as the Company’s Chief Executive Officer on July 1, 2016. Dr. Stock resigned as a member of the Compensation Committee and Audit Committee of the Board of Directors, but will remain a member of the Board. Michelle Dipp, M.D., Ph.D., OvaScience’s current Chief Executive Officer, will remain as Chief Executive Officer until July 1, 2016. Effective as of January 6, 2016, she became OvaScience’s Executive Chairman of the Board of Directors (the “Executive Chair”), replacing Richard Aldrich, who resigned as Chairman of the Board of Directors but who will continue to serve as a director. Dr. Dipp will continue to serve as Executive Chairman of the Board of the Company after Dr. Stock completes his transition to Chief Executive Officer. In her new role, Dr. Dipp will work closely with Dr. Stock to evolve the Company’s corporate strategy and will focus on business development. On January 5, 2016, we entered into a five year employment agreement (the “CEO Agreement”) with Dr. Stock. Pursuant to the CEO Agreement, Dr. Stock will receive an annual base salary of $650,000 in 2016, $700,000 in 2017 and $750,000 in each of 2018, 2019 and 2020. In addition, Dr. Stock may be awarded an annual target bonus of up to 60% of his then-current annual base salary, provided that the annual bonus award may equal 90% of his then-current base salary if Dr. Stock’s performance objective achievement is 120% or higher. The bonus award, if any, will be determined by the Company’s Board of Directors or a committee thereof and will be based upon the achievement of specific individual and corporate goals, as determined by the Board of Directors or a committee thereof. Dr. Stock will receive a sign-on bonus of $200,000 . The Company will also pay for or reimburse him for reasonable costs and expenses related to his relocation from Germany and provide him with a net housing allowance of $6,000 per month through 2018. The CEO Agreement will expire on December 31, 2020, unless earlier terminated in accordance with its terms. Pursuant to the terms of the CEO Agreement, Dr. Stock received a stock option pursuant to the Company’s 2012 Stock Incentive Plan to purchase 250,000 shares of Common Stock at an exercise price of $9.42 per share, which was the closing price of the Company’s Common Stock on the NASDAQ Global Market on January 5, 2016, the date of grant of the stock option. The stock option will have a ten -year term and vest over four years , 25% of which will vest on January 5, 2017 and 6.25% of which will vest each quarter thereafter. Dr. Stock has also received a restricted stock unit award representing the right to receive 250,000 shares of Common Stock, which will vest over four years , 25% of which will vest on January 5, 2017 and 6.25% of which will vest each quarter thereafter. Additionally, if Dr. Stock remains employed by the Company as of the first regularly scheduled meeting of the Board of Directors or the Compensation Committee of the Board of Directors in 2017 and 2018, the Company has agreed, subject to the percentage achievement of performance objectives, to make additional grants of up to 250,000 options in each of 2017 and 2018. In connection with Dr. Dipp’s appointment to Executive Chair, on January 5, 2016, OvaScience entered into a five year employment agreement (the “EC Agreement”) with Dr. Dipp. Pursuant to the EC Agreement, Dr. Dipp will initially receive an annual base salary of $500,000 per year. In addition, Dr. Dipp may be awarded an annual target bonus of up to 60% of her then-current annual base salary, provided that the annual bonus may equal up to 90% of her then-current base salary if Dr. Dipp achieves over 100% of her performance objectives. The bonus award, if any, will be determined by the Company’s Board of Directors or a committee thereof and will be based upon the achievement of specific corporate goals, as determined by the Board of Directors or a committee thereof. The EC Agreement will expire on December 31, 2020, unless earlier terminated in accordance with its terms. Pursuant to the EC Agreement, Dr. Dipp’s currently outstanding options to purchase Common Stock will continue to vest pursuant to their current vesting schedule while Dr. Dipp serves as Executive Chair. The unvested portions of Dr. Dipp’s time-based and performance-based restricted stock unit awards restricted stock unit awards issued in December 2014 have been terminated. Dr. Dipp did not receive any new equity grant in connection with entering the EC Agreement. Dr. Dipp’s previous employment agreement, that was entered into in December 2014, provided that a tax gross-up would be paid on Dr. Dipp’s behalf if any amounts payable by the Company (or a successor) to her became subject to excise taxes under Sections 280G and 4999 of the Internal Revenue Code (the “280G tax gross-up provision”). In connection with entering into the EC Agreement, Dr. Dipp agreed to eliminate this 280G tax gross-up provision. The EC Agreement also includes a retention agreement that provides that Dr. Dipp will be entitled to receive $37,500 on the last day of each quarter ending between March 31, 2016 and December 31, 2017 for so long as Dr. Dipp is employed by OvaScience at the end of the applicable quarter. On February 25, 2016, Paul Chapman joined OvaScience as our Chief Operating Officer. Pursuant to the terms of an offer letter between OvaScience and Mr. Chapman, dated February 24, 2015 (the "Offer Letter"), he will receive an annual base salary of $425,000 and may be awarded an annual discretionary bonus of fifty percent ( 50% ) of his annual salary. The bonus award, if any, will be determined by the Board of Directors, or a committee thereof in its sole discretion, based on the Company achieving or exceeding certain sales targets, as determined by the Chief Executive Officer of the Company in consultation with the Board of Directors. The Company will also pay Mr. Chapman a retention bonus of up to $100,000 , payable in equal quarterly installments at the end of each quarter of fiscal year 2016, provided that Mr. Chapman is employed by the Company on each payment date. As an inducement to accepting the appointment as our new Chief Operating Officer, but subject to approval by the Compensation Committee of the Board of Directors at its next scheduled meeting, Mr. Chapman will receive a grant (the “Inducement Award”) of an option to purchase 350,000 shares of Common Stock of the Company, at an exercise price of per share equal to the closing price of the Company’s Common Stock on the NASDAQ Global Market on the date of grant. The stock option will have a ten -year term, vest over four years , with 25% of the shares vesting on the first anniversary of Mr. Chapman’s start date and 6.25% of the shares vesting each quarter thereafter. In the event of a change of control (as defined in Mr. Chapman’s employment agreement with the Company, or the “Offer Letter”) of the Company where Mr. Chapman’s employment is terminated by the Company without cause (as defined in the Offer Letter) or Mr. Chapman resigns for good reason (as defined in the Offer Letter) within one year of the change of control, the vesting of the stock options will accelerate in full. Additionally, if Mr. Chapman remains employed by the Company as of the first regularly scheduled meeting of the Board of Directors or the Compensation Committee of the Board of Directors in 2017 and 2018, Mr. Chapman may receive, subject to the percentage achievement of performance objectives to be determined by the Compensation Committee or the Board of Directors and approval of such grants by the Compensation Committee or the Board of Directors, additional grants of up to 120,000 options and 90,000 options in 2017 and 2018, respectively. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Our consolidated financial statements include the accounts of OvaScience and our wholly-owned subsidiaries. All intercompany transactions have been eliminated in consolidation. The financial statements are presented in United States dollars, our functional currency. These consolidated financial statements are presented in conformity with U.S. generally accepted accounting principles, which require management to make estimates and assumptions that 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 our estimates on 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, corporate debt securities and government 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 short-term investments 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, 2015 and 2014 as available-for-sale. We carry available-for-sale securities at fair value, with the unrealized gains and losses reported in accumulated other comprehensive 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 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. |
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 short-term investments 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 consist 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. |
Revenue Recognition | Revenue Recognition To date, our revenues have consisted solely of sales of AUGMENT. We apply the revenue recognition guidance in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 605, Revenue Recognition. The Company recognizes revenue from AUGMENT sales when there is persuasive evidence that an arrangement exists, services have been rendered, the price is fixed or determinable, collectability is reasonably assured and we have no further performance obligations. The AUGMENT treatment cycle begins upon our receipt of the patient's tissue. We expect to receive payment before processing the tissue and defer revenue until we deliver the mitochondria to the clinic. Based on our experiences to date, the period from receipt of the patient's tissue to when we expect to record revenue is expected to range between 30 and 120 days , the typical timeframe required to perform an IVF cycle. Within certain of our programs, revenue recognition may be further deferred. |
Cost of Revenues | Costs of Revenues Cost of revenues includes all costs directly related to providing the AUGMENT treatment, which consists primarily of labor, material, facilities, warehousing and other overhead expenses. Cost of revenues also includes royalties paid or owed by us on our products and depreciation expense related to certain equipment used as part of the AUGMENT treatment. |
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. |
Selling, general and administrative costs | Selling, general and administrative costs We expense selling, general and administrative costs as incurred. Selling, general and administrative costs consist of ongoing costs to run our daily operations and internal costs to support the international launch of the AUGMENT SM treatment. |
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 including estimated forfeitures, and is adjusted each period to reflect actual forfeitures and the outcomes of certain performance conditions. |
Income Taxes | Income Taxes We are subject to taxes in the United States and various state authorities as well as foreign jurisdictions in which we operate. 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, 2015 and 2014 . |
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. 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. |
Net Loss per Share | Net Loss per Share Basic and diluted net loss per common share is calculated by dividing net loss by the weighted average number of shares outstanding during the period. Potentially dilutive shares, including outstanding stock options and unvested restricted stock, 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. |
New accounting pronouncements | New accounting pronouncements In November 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) No. 2015-17, Balance Sheet Classification of Deferred Taxes , which simplifies the presentation of deferred taxes. The new standard requires that deferred tax liabilities and assets be classified as noncurrent on the balance sheet. The amendment is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. We elected early adoption of this ASU prospectively as of December 31, 2015. We maintain full valuation allowances on all deferred tax balances, therefore, the adoption had no impact to current or prior period reporting. In August 2015, the FASB issued ASU No. 2015-14, which defers the effective date of ASU No. 2014-09 by one year. ASU No. 2014-09 amends the guidance for accounting for revenue from contracts with customers. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification Topic 605, Revenue Recognition , and creates a new Topic 606, Revenue from Contracts with Customers . This guidance is now effective for fiscal years beginning after December 15, 2017 with early adoption permitted for annual periods beginning after December 15, 2016. Two adoption methods are permitted: retrospectively to all prior reporting periods presented, with certain practical expedients permitted; or retrospectively with the cumulative effect of initially adopting the ASU recognized at the date of initial application. We have not yet determined which adoption method we will utilize or the effect that the adoption of this guidance will have on our consolidated financial statements. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern . The new standard requires management of public and private companies to evaluate whether there is substantial doubt about the entity's ability to continue as a going concern and, if so, disclose that fact. We will also be required to evaluate and disclose whether our plans alleviate that doubt. This guidance is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. We do not expect that the adoption of ASU 2014-15 will have a material impact on our financial position, results of operations or cash flows. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives of the assets | 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 Property and equipment and related accumulated depreciation are as follows (in thousands): As of December 31, 2015 2014 Laboratory equipment $ 7,270 $ 4,093 Furniture 712 207 Computer equipment 230 7 Leasehold improvements 2,521 198 Total property and equipment, gross 10,733 4,505 Less: accumulated depreciation (2,420 ) (1,138 ) Total property and equipment, net $ 8,313 $ 3,367 |
Fair value (Tables)
Fair value (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets measured at fair value on a recurring basis | The following tables provide our assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2015 and December 31, 2014 (in thousands): Description Balance as of December 31, 2015 Level 1 Level 2 Level 3 Assets: Cash and money market funds $ 43,224 $ 43,224 $ — $ — Corporate debt securities (including commercial paper) 83,438 $ — 83,438 — Total assets $ 126,662 $ 43,224 $ 83,438 $ — Description Balance as of December 31, 2014 Level 1 Level 2 Level 3 Assets: Cash and money market funds $ 6,414 $ 6,414 $ — $ — Corporate debt securities (including commercial paper) 53,817 — 53,817 — Total assets $ 60,231 $ 6,414 $ 53,817 $ — |
Cash, Cash Equivalents and Sh25
Cash, Cash Equivalents and Short-term Investments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of cash, cash equivalents and short-term investments | The following tables summarize the Company's cash, cash equivalents and short-term investments as of December 31, 2015 and December 31, 2014 (in thousands): December 31, 2015 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash and money market funds $ 43,224 $ — $ — $ 43,224 Corporate debt securities: Due in one year or less 68,898 — (107 ) 68,791 Due in two years or less 14,710 — (63 ) 14,647 Total $ 126,832 $ — $ (170 ) $ 126,662 Reported as: Cash and cash equivalents $ 43,224 $ — $ — $ 43,224 Short-term investments 83,608 — (170 ) 83,438 Total $ 126,832 $ — $ (170 ) $ 126,662 December 31, 2014 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash and money market funds $ 6,414 $ — $ — $ 6,414 Corporate debt securities: Due in one year or less 53,843 2 (28 ) 53,817 Total $ 60,257 $ 2 $ (28 ) $ 60,231 Reported as: Cash and cash equivalents $ 6,414 $ — $ — $ 6,414 Short-term investments 53,843 2 (28 ) 53,817 Total $ 60,257 $ 2 $ (28 ) $ 60,231 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment and related accumulated depreciation | 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 Property and equipment and related accumulated depreciation are as follows (in thousands): As of December 31, 2015 2014 Laboratory equipment $ 7,270 $ 4,093 Furniture 712 207 Computer equipment 230 7 Leasehold improvements 2,521 198 Total property and equipment, gross 10,733 4,505 Less: accumulated depreciation (2,420 ) (1,138 ) Total property and equipment, net $ 8,313 $ 3,367 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Schedule of shares of common stock for the potential exercise of stock options and stock issuance of shares upon vesting of restricted stock units | 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, Outstanding stock options 4,650,114 3,628,628 Outstanding restricted stock units 100,451 54,078 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Founders' stock activity and related information | A summary of our Founders' stock activity and related information is as follows: Shares Unvested at December 31, 2013 987,081 Granted — Vested (658,060 ) Unvested at December 31, 2014 329,021 Granted — Vested (329,021 ) Unvested at December 31, 2015 — |
Summary of stock option activity and related information | A summary of our stock option activity and related information is as follows: Shares Weighted average exercise price per share Weighted average remaining contractual term (years) Aggregate intrinsic value (in thousands) Outstanding at December 31, 2014 3,628,628 $ 16.01 9.11 $ 102,355 Granted 1,795,100 33.21 Exercised (208,748 ) 7.77 Forfeited / Canceled (564,866 ) 28.60 Outstanding at December 31, 2015 4,650,114 21.49 8.58 2,970 Exercisable at December 31, 2015 1,461,283 13.20 7.83 2,058 Vested and expected to vest at December 31, 2015 3,948,127 20.93 8.53 2,759 |
Schedule of assumptions used to estimate fair value of each stock option | The fair value of each stock option is estimated using the Black-Scholes option pricing model using the following assumptions: December 31, 2015 2014 2013 Risk-free interest rate 1.6%-2.3% 1.6% - 2.2% 0.9% - 2.1% Dividend yield — — — Volatility 72%-78% 76% - 84% 83% - 91% Expected term (years) 5.3-9.9 5.3 - 10.0 5.1 - 9.9 |
Summary of awards | The following table summarizes the December 9, 2014 award. Award Type Number of RSUs Granted Grant Date Fair Value RSUs Vested as of December 31, 2015 Service-based 30,902 $ 32.36 15,450 Performance-based - Year 1 11,588 $ 43.47 4,635 Performance-based - Year 2 11,588 $ — — The following table summarizes the December 5, 2012 award. Award Type Number of Grant Date RSUs Vested Service-based 128,205 $ 7.80 128,205 Performance-based - Year 1 32,052 $ 10.00 19,230 Performance-based - Year 2 32,051 $ 8.75 32,051 |
Schedule of expense recorded | The following expense has been recorded for the RSUs granted to our Chief Executive Officer: Expense Recorded in Year Ended 2015 2014 (in 000s) December 9, 2014 Service-based $ 485 $ 29 Performance-based $ 201 $ — $ 686 $ 29 December 5, 2012 Service-based $ — $ 483 Performance-based $ — $ 280 $ — $ 763 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense | The expense for income taxes consists of the following (in thousands): Year Ended December 31, 2015 Year Ended December 31, 2014 Year Ended December 31, 2013 Current: Federal $ — $ — $ — State 21 — — Foreign 54 — — Total income tax expense 75 — — |
Schedule of reconciliation of income taxes computed using the U.S. federal statutory rate to that reflected in operations | A reconciliation of income taxes computed using the U.S. federal statutory rate to that reflected in operations follows: Year Ended December 31, 2015 Year Ended December 31, 2014 Year Ended December 31, 2013 Income tax benefit using U.S. federal statutory rate 34.00 % 34.00 % 34.00 % State income taxes, net of federal benefit 5.23 % 5.28 % 5.28 % Research and development tax credits 0.83 % 1.75 % 2.31 % Permanent items - stock based compensation (8.15 )% (0.27 )% (0.92 )% Foreign differential (14.25 )% (1.59 )% — % Other adjustments (0.94 )% (0.31 )% (0.17 )% Change in the valuation allowance (16.82 )% (38.86 )% (40.50 )% (0.10 )% — % — % |
Schedule of principal components of deferred tax assets | The principal components of our deferred tax assets are as follows (in thousands): 2015 2014 Deferred Tax Assets: Net operating loss carryforwards 36,127 26,133 Tax credit carryforwards 2,296 1,689 Accrued expenses 654 655 Stock based compensation 6,472 5,591 Intangibles 3,109 2,536 Other 553 305 Gross deferred tax assets 49,211 36,909 Valuation allowance (49,211 ) (36,909 ) Net deferred tax assets — — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments | Future minimum lease payments as of December 31, 2015 are as follows (in thousands): Year 2016 $ 973 2017 935 2018 960 2019 985 2020 924 $ 4,777 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | Accrued expenses consist of the following (in thousands): December 31, December 31, Compensation and related benefits $ 2,237 $ 2,753 Development, site costs, and contract manufacturing 734 2,567 Legal, audit and tax services 1,540 829 Consulting 813 793 Other expenses 2,242 712 $ 7,566 $ 7,654 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
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 December 31, 2015 2014 2013 Net loss applicable to common stockholders $ (73,219 ) $ (49,520 ) $ (29,044 ) Weighted average number of common shares used in net loss per share applicable to common stockholders—basic and diluted 27,085 22,647 16,160 Net loss per share applicable to common stockholders—basic and diluted $ (2.70 ) $ (2.19 ) $ (1.80 ) |
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 December 31, (in thousands) 2015 2014 2013 Outstanding stock options and restricted stock units 4,751 3,683 2,509 Founders' stock — 329 987 Total 4,751 4,012 3,496 |
Organization (Details)
Organization (Details) $ in Thousands | Dec. 31, 2015USD ($)treatment | Dec. 31, 2014USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 167,917 | $ 94,698 |
Number of treatments | treatment | 1 | |
Cash, cash equivalents, and short-term investments | $ 126,700 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2015segment | |
Property, Plant and Equipment [Line Items] | |||
Number of operating segments | segment | 1 | ||
Charge related to the write-off of supplies | $ | $ 0.5 | $ 0.4 | |
Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Record revenue | 30 days | ||
Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Record revenue | 120 days | ||
Laboratory equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life of the asset | 3 years | ||
Laboratory equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life of the asset | 5 years | ||
Furniture | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life of the asset | 5 years | ||
Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life of the asset | 3 years |
Business Agreements (Details)
Business Agreements (Details) - USD ($) $ in Thousands | Dec. 18, 2013 | Jan. 31, 2016 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Variable Interest Entity | |||||||
Vesting of Founders Stock | $ 2,500 | ||||||
Technology access fee payable in cash upon specified passage of time | $ 2,500 | $ 2,500 | |||||
Research and development | $ 18,433 | 21,784 | 15,802 | ||||
Amount contributed | $ 1,500 | ||||||
Equity interest | 50.00% | ||||||
Percentage of ownership control with disputes resolved through arbitration | 50.00% | ||||||
Additional contribution in joint venture | $ 1,500 | 1,500 | $ 0 | ||||
Voting rights | 50.00% | ||||||
Accrued expenses | 7,654 | $ 7,891 | 7,654 | ||||
Subsequent event | |||||||
Variable Interest Entity | |||||||
Additional contribution in joint venture | $ 800 | ||||||
OvaXon | |||||||
Variable Interest Entity | |||||||
Accrued expenses | 100 | $ 100 | 100 | ||||
OvaTure Collaboration | |||||||
Variable Interest Entity | |||||||
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 | ||||||
Intrexon | |||||||
Variable Interest Entity | |||||||
Issuance of common stock shares upon execution of collaborative arrangements (in shares) | 273,224 | ||||||
Amount contributed | $ 1,500 | ||||||
Equity interest | 50.00% | ||||||
Percentage of ownership control with disputes resolved through arbitration | 50.00% | ||||||
Additional contribution in joint venture | $ 1,500 | ||||||
Intrexon | Subsequent event | |||||||
Variable Interest Entity | |||||||
Additional contribution in joint venture | $ 800 | ||||||
Intrexon | OvaTure Collaboration | |||||||
Variable Interest Entity | |||||||
Issuance of common stock shares upon execution of collaborative arrangements (in shares) | 273,224 | ||||||
Vesting of Founders Stock | $ 2,500 | ||||||
Technology access fee payable in cash upon specified passage of time | 2,500 | $ 2,500 | |||||
Research and development | 4,700 | ||||||
Research and development expense recorded to additional paid-in capital and common stock | 2,500 | ||||||
Research and development expense recorded in accrued liabilities | $ 2,200 | ||||||
Period of royalty payable depending upon completion of milestone within targeted deadline after transfer of technology | 2 years | ||||||
Intrexon | OvaTure Collaboration | Maximum | |||||||
Variable Interest Entity | |||||||
Accretion expense | $ 2,500 | ||||||
MGH and Harvard | |||||||
Variable Interest Entity | |||||||
License and patent-related fees | $ 400 | ||||||
Contingent milestone payments | 10,700 | ||||||
Payment made in connection with public offerings | $ 1,000 |
Fair value (Details)
Fair value (Details) - Fair value measurements on a recurring basis - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | $ 126,662 | $ 60,231 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 43,224 | 6,414 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 83,438 | 53,817 |
Cash and money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 43,224 | 6,414 |
Cash and money market funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 43,224 | 6,414 |
Corporate debt securities (including commercial paper) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 83,438 | 53,817 |
Corporate debt securities (including commercial paper) | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | $ 83,438 | $ 53,817 |
Cash, Cash Equivalents and Sh37
Cash, Cash Equivalents and Short-term Investments - Summary (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 126,832 | $ 60,257 |
Gross Unrealized Gains | 0 | 2 |
Gross Unrealized Losses | (170) | (28) |
Fair Value | 126,662 | 60,231 |
Cash and money market funds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 43,224 | 6,414 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 43,224 | 6,414 |
Corporate debt securities: Due in one year or less | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 68,898 | 53,843 |
Gross Unrealized Gains | 0 | 2 |
Gross Unrealized Losses | (107) | (28) |
Fair Value | 68,791 | 53,817 |
Corporate debt securities: Due in two years or less | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 14,710 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (63) | |
Fair Value | 14,647 | |
Cash and cash equivalents | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 43,224 | 6,414 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 43,224 | 6,414 |
Short-term investments | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 83,608 | 53,843 |
Gross Unrealized Gains | 0 | 2 |
Gross Unrealized Losses | (170) | (28) |
Fair Value | $ 83,438 | $ 53,817 |
Cash, Cash Equivalents and Sh38
Cash, Cash Equivalents and Short-term Investments - Narrative (Details) $ in Thousands | Dec. 31, 2015USD ($)security | Dec. 31, 2014USD ($)security |
Schedule of Available-for-sale Securities [Line Items] | ||
Debt securities in an unrealized loss position for less than 12 months | security | 43 | 32 |
Aggregate fair value of securities in an unrealized loss position | $ 81,400 | $ 44,200 |
Securities held | 126,832 | 60,257 |
Debt securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Securities held | $ 11,700 | $ 7,500 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, gross | $ 10,733 | $ 4,505 | |
Less: accumulated depreciation | (2,420) | (1,138) | |
Total property and equipment, net | 8,313 | 3,367 | |
Depreciation and amortization expense | 1,286 | 450 | $ 231 |
UNITED STATES | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, net | 4,800 | ||
International | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, net | 3,500 | ||
Laboratory equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, gross | 7,270 | 4,093 | |
Furniture | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, gross | 712 | 207 | |
Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, gross | 230 | 7 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, gross | $ 2,521 | $ 198 |
Common Stock (Details)
Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Jan. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Common stock | |||||||
Common stock issued in a private placement (in shares) | 3,888,880 | ||||||
Common stock issue price (in dollars per share) | $ 50 | $ 10 | $ 9 | ||||
Net proceeds from private placement | $ 124,100 | $ 51,700 | $ 32,700 | $ 124,063 | $ 51,733 | $ 32,414 | |
Common stock issued (in shares) | 2,645,000 | 5,518,630 | |||||
Number of shares represents partial exercise of overallotment option granted to underwriters (in shares) | 518,630 | ||||||
Number of shares issued upon full exercise of options granted to underwriters (in shares) | 345,000 | ||||||
Outstanding stock options (in shares) | 4,650,114 | 3,628,628 | |||||
Outstanding restricted stock units (in shares) | 100,451 | 54,078 | |||||
Intrexon | |||||||
Common stock | |||||||
Common stock issue price (in dollars per share) | $ 9.15 | $ 9.15 | |||||
Common stock issued in conjunction with a research and development agreement (in shares) | 273,224 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands | Dec. 03, 2015$ / sharesshares | Dec. 09, 2014tranche$ / sharesshares | Dec. 05, 2012tranche$ / sharesshares | Dec. 31, 2012 | Mar. 31, 2012shares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2013USD ($)$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Options granted (in shares) | shares | 1,795,100 | |||||||
Weighted average exercise price (in dollars per share) | $ / shares | $ 33.21 | |||||||
Total unrecognized compensation cost, net of estimated forfeitures, related to non-vested stock options and restricted stock | $ 34,900 | |||||||
Weighted average period for recognition of compensation cost related to unvested stock awards | 2 years 11 months 5 days | |||||||
Founders' | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation expense | $ 3,400 | $ 7,500 | $ 1,400 | |||||
Options granted (in shares) | shares | 0 | 0 | ||||||
Stock options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation expense | $ 14,100 | $ 3,300 | 2,300 | |||||
Total intrinsic value | $ 6,700 | $ 4,200 | $ 400 | |||||
Options granted (in shares) | shares | 1,744,600 | 2,434,138 | 1,537,172 | |||||
Weighted average exercise price (in dollars per share) | $ / shares | $ 33.13 | $ 19.19 | $ 12.87 | |||||
Weighted average grant date fair value of options granted (in dollars per share) | $ / shares | $ 20.87 | $ 13.41 | $ 9.34 | |||||
Stock options | Non-employees | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation expense | $ 1,100 | $ 800 | $ 700 | |||||
Options granted (in shares) | shares | 50,500 | 30,000 | ||||||
Weighted average exercise price (in dollars per share) | $ / shares | $ 36.25 | $ 13.26 | ||||||
Restricted stock units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Total fair value of RSUs that vested | $ 500 | $ 1,300 | $ 800 | |||||
Restricted stock units | Tranche one | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Options granted (in shares) | shares | 75,000 | |||||||
Vesting percentage | 25.00% | |||||||
Restricted stock units | Tranche two | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Options granted (in shares) | shares | 10,000 | |||||||
Restricted stock units | Non-employees | Tranche two | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 12 months | |||||||
Restricted stock units | Chief Executive Officer | December 2014 Award | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation expense | 686 | 29 | ||||||
Weighted average exercise price (in dollars per share) | $ / shares | $ 43.47 | |||||||
Performance criteria | 150.00% | |||||||
Restricted stock units | Chief Executive Officer | December 2012 Award | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation expense | $ 0 | 763 | ||||||
Performance criteria | 100.00% | |||||||
Restricted stock units | Chief Executive Officer | Service-based restricted stock units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 24 months | 24 months | ||||||
Restricted stock units | Chief Executive Officer | Service-based restricted stock units | December 2014 Award | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation expense | $ 485 | 29 | ||||||
Options granted (in shares) | shares | 30,902 | |||||||
Grant date fair value (in dollars per share) | $ / shares | $ 32.36 | |||||||
Restricted stock units | Chief Executive Officer | Service-based restricted stock units | December 2012 Award | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation expense | 0 | 483 | ||||||
Options granted (in shares) | shares | 128,205 | |||||||
Grant date fair value (in dollars per share) | $ / shares | $ 7.80 | |||||||
Restricted stock units | Chief Executive Officer | Performance-based restricted stock units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of tranches | tranche | 2 | 2 | ||||||
Vesting period | 1 year | 1 year | ||||||
Restricted stock units | Chief Executive Officer | Performance-based restricted stock units | December 2014 Award | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation expense | 201 | 0 | ||||||
Restricted stock units | Chief Executive Officer | Performance-based restricted stock units | December 2012 Award | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation expense | 0 | $ 280 | ||||||
Restricted stock units | Senior executives and a non-employee consultant | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Options granted (in shares) | shares | 85,000 | |||||||
Grant date fair value (in dollars per share) | $ / shares | $ 9.81 | |||||||
2012 Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares available for future issuance (in shares) | shares | 1,453,253 | |||||||
2012 Plan | Service-based restricted stock units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Total unrecognized compensation cost, net of estimated forfeitures, related to non-vested stock options and restricted stock | $ 1,100 | |||||||
Weighted average period for recognition of compensation cost related to unvested stock awards | 2 years 6 months 7 days | |||||||
2012 Plan | Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Annual increase to the lowest number of shares of common stock (in shares) | shares | 975,000 | |||||||
Annual increase as a percentage of the number of shares of common stock outstanding | 4.00% | |||||||
2011 Plan | Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares available for future issuance (in shares) | shares | 679,622 |
Stock-Based Compensation - Foun
Stock-Based Compensation - Founders' Stock (Details) - Founders' - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Unvested at the beginning of the period (in shares) | 329,021 | 987,081 |
Granted (in shares) | 0 | 0 |
Vested (in shares) | (329,021) | (658,060) |
Unvested at the end of the period (in shares) | 0 | 329,021 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Shares | |||
Outstanding at the beginning of the period (in shares) | 3,628,628 | ||
Granted (in shares) | 1,795,100 | ||
Exercised (in shares) | (208,748) | ||
Forfeited (in shares) | (564,866) | ||
Outstanding at the end of the period (in shares) | 4,650,114 | 3,628,628 | |
Exercisable at the end of the period (in shares) | 1,461,283 | ||
Vested and expected to vest at the end of the period (in shares) | 3,948,127 | ||
Weighted average exercise price per share | |||
Outstanding at the beginning of the period (in dollars per share) | $ 16.01 | ||
Granted (in dollars per share) | 33.21 | ||
Exercised (in dollars per share) | 7.77 | ||
Forfeited (in dollars per share) | 28.60 | ||
Outstanding at the end of period (in dollars per share) | 21.49 | $ 16.01 | |
Exercisable at the end of the period (in dollars per share) | 13.20 | ||
Vested and expected to vest at the end of the period (in dollars per share) | $ 20.93 | ||
Weighted average remaining contractual term (years) | |||
Outstanding | 8 years 7 months | 9 years 1 month 10 days | |
Exercisable at the end of the period | 7 years 10 months | ||
Vested and expected to vest at the end of the period | 8 years 6 months 12 days | ||
Aggregate intrinsic value (in thousands) | |||
Outstanding | $ 2,970 | $ 102,355 | |
Exercisable at the end of period | 2,058 | ||
Vested and expected to vest at the end of the period | $ 2,759 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Dividend yield | 0.00% | 0.00% | 0.00% |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Risk free interest rate | 1.60% | 1.60% | 0.90% |
Volatility | 72.00% | 76.00% | 83.00% |
Expected term (years) | 5 years 3 months 18 days | 5 years 3 months 18 days | 5 years 1 month 6 days |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Risk free interest rate | 2.30% | 2.20% | 2.10% |
Volatility | 78.00% | 84.00% | 91.00% |
Expected term (years) | 9 years 10 months 24 days | 10 years | 9 years 10 months 24 days |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock (Details) - Chief Executive Officer - Restricted stock units - USD ($) $ / shares in Units, $ in Thousands | Dec. 09, 2014 | Dec. 05, 2012 | Dec. 31, 2015 | Dec. 31, 2014 |
December 2014 Award | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 686 | $ 29 | ||
December 2014 Award | Service-based | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 30,902 | |||
Grant Date Fair Value (in dollars per share) | $ 32.36 | |||
Vested (in shares) | 15,450 | |||
Share-based compensation expense | 485 | 29 | ||
December 2014 Award | Performance-based - Year 1 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 11,588 | |||
Grant Date Fair Value (in dollars per share) | $ 43.47 | |||
Vested (in shares) | 4,635 | |||
December 2014 Award | Performance-based - Year 2 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 11,588 | |||
Grant Date Fair Value (in dollars per share) | $ 0 | |||
December 2014 Award | Performance-based | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 201 | 0 | ||
December 2012 Award | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 0 | 763 | ||
December 2012 Award | Service-based | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 128,205 | |||
Grant Date Fair Value (in dollars per share) | $ 7.80 | |||
Vested (in shares) | 128,205 | |||
Share-based compensation expense | 0 | 483 | ||
December 2012 Award | Performance-based - Year 1 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 32,052 | |||
Grant Date Fair Value (in dollars per share) | $ 10 | |||
Vested (in shares) | 19,230 | |||
December 2012 Award | Performance-based - Year 2 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 32,051 | |||
Grant Date Fair Value (in dollars per share) | $ 8.75 | |||
Vested (in shares) | 32,051 | |||
December 2012 Award | Performance-based | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 0 | $ 280 |
Income Taxes - Schedule of Expe
Income Taxes - Schedule of Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current: | |||
State | $ 21 | $ 0 | $ 0 |
Foreign | 54 | 0 | 0 |
Total income tax expense | $ 75 | $ 0 | $ 0 |
Income Taxes - Reconciliation (
Income Taxes - Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
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 | 34.00% | 34.00% | 34.00% |
State income taxes, net of federal benefit | 5.23% | 5.28% | 5.28% |
Research and development tax credits | 0.83% | 1.75% | 2.31% |
Permanent items | (8.15%) | (0.27%) | (0.92%) |
Foreign differential | (14.25%) | (1.59%) | 0.00% |
Other adjustments (state) | (0.94%) | (0.31%) | (0.17%) |
Change in the valuation allowance | (16.82%) | (38.86%) | (40.50%) |
Effective income tax rate | (0.10%) | 0.00% | 0.00% |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred Tax Assets: | ||
Net operating loss carryforwards | $ 36,127 | $ 26,133 |
Tax credit carryforwards | 2,296 | 1,689 |
Accrued expenses | 654 | 655 |
Stock based compensation | 6,472 | 5,591 |
Intangibles | 3,109 | 2,536 |
Other | 553 | 305 |
Gross deferred tax assets | 49,211 | 36,909 |
Valuation allowance | (49,211) | (36,909) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income taxes | |||
Increase in valuation allowance | $ 12.3 | $ 19.2 | |
Adjustment to NOL carryforward | 0.5 | ||
Federal | |||
Income taxes | |||
Net operating loss carryforwards | 94.2 | 72.1 | $ 33 |
Net operating loss carryforwards excluding deductions related to the exercise of stock options | 10.9 | ||
Tax credits carryforwards | 2.6 | 1.9 | 0.9 |
State | |||
Income taxes | |||
Net operating loss carryforwards | 92.5 | $ 71.5 | $ 32.6 |
State | Stock options | |||
Income taxes | |||
Net operating loss carryforwards | 10.9 | ||
Foreign | |||
Income taxes | |||
Net operating loss carryforwards | $ 18.2 | ||
Foreign | Minimum | |||
Income taxes | |||
Income Taxes, Assessments, Statute of Limitations | 1 year | ||
Foreign | Maximum | |||
Income taxes | |||
Income Taxes, Assessments, Statute of Limitations | 5 years |
Commitments and Contingencies49
Commitments and Contingencies (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
May. 31, 2015ft² | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Operating Leased Assets [Line Items] | ||||
2,016 | $ 973 | |||
2,017 | 935 | |||
2,018 | 960 | |||
2,019 | 985 | |||
2,020 | 924 | |||
Operating Leases, Future Minimum Payments Due | 4,777 | |||
Improvement allowance | 1,200 | |||
Rent expense | 900 | $ 600 | $ 400 | |
Office and laboratory | ||||
Operating Leased Assets [Line Items] | ||||
Square footage of office and laboratory space (in square feet) | ft² | 25,200 | |||
Optional extension, term | 5 years | |||
2,016 | 900 | |||
2,017 | 900 | |||
2,018 | 1,000 | |||
2,019 | 1,000 | |||
2,020 | 900 | |||
Security deposit | $ 400 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Compensation and related benefits | $ 2,237 | $ 2,753 |
Development, site costs, and contract manufacturing | 734 | 2,567 |
Legal, audit and tax services | 1,540 | 829 |
Consulting | 813 | 793 |
Other expenses | 2,242 | 712 |
Accrued expenses | $ 7,566 | $ 7,654 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Earnings Per Share [Abstract] | |||
Net loss | $ (73,219) | $ (49,520) | $ (29,044) |
Weighted average number of common shares used in net loss per share applicable to common stockholders—basic and diluted (in shares) | 27,085 | 22,647 | 16,160 |
Net loss per share applicable to common stockholders—basic and diluted (in dollars per share) | $ (2.70) | $ (2.19) | $ (1.80) |
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) | 4,751 | 4,012 | 3,496 |
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) | 4,751 | 3,683 | 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) | 0 | 329 | 987 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Compensation and Retirement Disclosure [Abstract] | |||
Contributions made by the company to the 401 (k) plan | $ 0.3 | $ 0.2 | $ 0.1 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Feb. 25, 2016 | Jan. 05, 2016 | Dec. 03, 2015 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 |
Subsequent Event [Line Items] | ||||||||
Options granted (in shares) | 1,795,100 | |||||||
Weighted average exercise price (in dollars per share) | $ 33.21 | |||||||
Restricted stock units | Tranche one | ||||||||
Subsequent Event [Line Items] | ||||||||
Vesting percentage | 25.00% | |||||||
Chief Executive Officer | Scenario, forecast | ||||||||
Subsequent Event [Line Items] | ||||||||
Options granted (in shares) | 250,000 | 250,000 | ||||||
Chief Operating Officer | Scenario, forecast | ||||||||
Subsequent Event [Line Items] | ||||||||
Options granted (in shares) | 90,000 | 120,000 | ||||||
Subsequent event | Chief Executive Officer | ||||||||
Subsequent Event [Line Items] | ||||||||
Employment agreement | 5 years | |||||||
Current compensation | $ 650,000 | |||||||
Compensation in 2017 | 700,000 | |||||||
Compensation in 2018, 2019 and 2020 | $ 750,000 | |||||||
Annual target bonus, percentage of then-current salary | 60.00% | |||||||
Annual bonus award if performance objective achievement is surpassed, percentage of then-current salary | 90.00% | |||||||
Performance objective achievement, percentage required to receive annual bonus percentage greater than target bonus percentage | 120.00% | |||||||
Sign-on bonus | $ 200,000 | |||||||
Monthly housing allowance | $ 6,000 | |||||||
Subsequent event | Chief Executive Officer | Restricted stock units | ||||||||
Subsequent Event [Line Items] | ||||||||
Options granted (in shares) | 250,000 | |||||||
Vesting period | 4 years | |||||||
Subsequent event | Chief Executive Officer | Restricted stock units | Tranche one | ||||||||
Subsequent Event [Line Items] | ||||||||
Vesting percentage | 25.00% | |||||||
Subsequent event | Chief Executive Officer | Restricted stock units | Tranche two | ||||||||
Subsequent Event [Line Items] | ||||||||
Vesting percentage | 6.25% | |||||||
Subsequent event | Chief Executive Officer | 2012 Stock Incentive Plan | Restricted stock units | ||||||||
Subsequent Event [Line Items] | ||||||||
Options granted (in shares) | 250,000 | |||||||
Weighted average exercise price (in dollars per share) | $ 9.42 | |||||||
Stock options, term | 10 years | |||||||
Vesting period | 4 years | |||||||
Subsequent event | Chief Executive Officer | 2012 Stock Incentive Plan | Restricted stock units | Tranche one | ||||||||
Subsequent Event [Line Items] | ||||||||
Vesting percentage | 25.00% | |||||||
Subsequent event | Chief Executive Officer | 2012 Stock Incentive Plan | Restricted stock units | Tranche two | ||||||||
Subsequent Event [Line Items] | ||||||||
Vesting percentage | 6.25% | |||||||
Subsequent event | Executive Chair | ||||||||
Subsequent Event [Line Items] | ||||||||
Employment agreement | 5 years | |||||||
Current compensation | $ 500,000 | |||||||
Annual target bonus, percentage of then-current salary | 60.00% | |||||||
Annual bonus award if performance objective achievement is surpassed, percentage of then-current salary | 90.00% | |||||||
Performance objective achievement, percentage required to receive annual bonus percentage greater than target bonus percentage | 100.00% | |||||||
Subsequent event | Executive Chair | Scenario, plan | ||||||||
Subsequent Event [Line Items] | ||||||||
Retention bonus available on the last day of each quarter | $ 37,500 | |||||||
Subsequent event | Chief Operating Officer | ||||||||
Subsequent Event [Line Items] | ||||||||
Current compensation | $ 425,000 | |||||||
Annual target bonus, percentage of then-current salary | 50.00% | |||||||
Options granted (in shares) | 350,000 | |||||||
Stock options, term | 10 years | |||||||
Vesting period | 4 years | |||||||
Period of time when vesting of stock may accelerate in full | 1 year | |||||||
Subsequent event | Chief Operating Officer | Scenario, plan | ||||||||
Subsequent Event [Line Items] | ||||||||
Retention bonus available on the last day of each quarter | $ 100,000 | |||||||
Subsequent event | Chief Operating Officer | Tranche one | ||||||||
Subsequent Event [Line Items] | ||||||||
Vesting percentage | 25.00% | |||||||
Subsequent event | Chief Operating Officer | Tranche two | ||||||||
Subsequent Event [Line Items] | ||||||||
Vesting percentage | 6.25% |