Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Jul. 31, 2017 | |
Document and Entity Information | ||
Entity Registrant Name | OvaScience, Inc. | |
Entity Central Index Key | 1,544,227 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 35,686,489 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 22,937 | $ 43,930 |
Short-term investments | 63,622 | 70,458 |
Prepaid expenses and other current assets | 2,535 | 2,056 |
Total current assets | 89,094 | 116,444 |
Property and equipment, net | 3,956 | 5,572 |
Investment in joint venture | 0 | 65 |
Long-term restricted cash | 812 | 439 |
Other long-term assets | 23 | 23 |
Total assets | 93,885 | 122,543 |
Current liabilities: | ||
Accounts payable | 3,275 | 2,183 |
Accrued expenses and other current liabilities | 8,544 | 11,026 |
Total current liabilities | 11,819 | 13,209 |
Other non-current liabilities | 925 | 1,116 |
Total liabilities | 12,744 | 14,325 |
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; 35,686,489 and 35,641,505 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively | 36 | 36 |
Additional paid-in capital | 364,739 | 358,419 |
Accumulated other comprehensive loss | (49) | (60) |
Accumulated deficit | (283,585) | (250,177) |
Total stockholders’ equity | 81,141 | 108,218 |
Total liabilities and stockholders’ equity | $ 93,885 | $ 122,543 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
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 | 35,686,489 | 35,641,505 |
Common stock, shares outstanding | 35,686,489 | 35,641,505 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenues | $ 84 | $ 189 | $ 147 | $ 335 |
Costs and expenses: | ||||
Costs of revenues | 274 | 1,233 | 543 | 2,409 |
Research and development | 4,997 | 5,987 | 10,761 | 11,942 |
Selling, general and administrative | 10,751 | 11,210 | 17,880 | 25,664 |
Restructuring | 1,992 | 0 | 3,480 | 0 |
Total costs and expenses | 18,014 | 18,430 | 32,664 | 40,015 |
Loss from operations | (17,930) | (18,241) | (32,517) | (39,680) |
Interest income, net | 186 | 161 | 368 | 335 |
Other income (expense), net | 25 | (22) | (35) | (49) |
Loss from equity method investment | (875) | (807) | ||
Loss before income taxes | (18,173) | (18,518) | (33,059) | (40,201) |
Income tax expense | 13 | 50 | 22 | 125 |
Net loss | $ (18,186) | $ (18,568) | $ (33,081) | $ (40,326) |
Net loss per share—basic and diluted (in dollars per share) | $ (0.51) | $ (0.62) | $ (0.93) | $ (1.41) |
Weighted average number of shares used in net loss per share—basic and diluted (in shares) | 35,664 | 30,036 | 35,653 | 28,668 |
Net loss | $ (18,186) | $ (18,568) | $ (33,081) | $ (40,326) |
Other comprehensive loss: | ||||
Unrealized gains on available-for-sale securities | 10 | 16 | 11 | 179 |
Comprehensive loss | $ (18,176) | $ (18,552) | $ (33,070) | $ (40,147) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (33,081) | $ (40,326) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 951 | 1,067 |
Impairment of property and equipment related to restructuring | 250 | 0 |
Amortization of premium on debt securities | 91 | 498 |
Stock-based compensation expense | 5,918 | 5,717 |
Issuance of common stock for director fees | 74 | 77 |
Net loss on equity method investment | 875 | 807 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (29) | 544 |
Accounts payable | 1,101 | (921) |
Accrued expenses, deferred rent and other non-current liabilities | (3,425) | 1,208 |
Net cash used in operating activities | (27,275) | (31,329) |
Cash flows from investing activities: | ||
Investment in joint venture | 0 | (750) |
Purchases of plant and equipment | (101) | (868) |
Maturities of short-term investments | 50,232 | 35,413 |
Sales of short-term investments | 0 | 23,089 |
Purchases of short-term investments | (43,476) | (27,142) |
Decrease (increase) in restricted cash | (373) | 197 |
Net cash by in investing activities | 6,282 | 29,939 |
Cash flows from financing activities: | ||
Net proceeds from the issuance of common stock | 0 | 53,949 |
Issuances of common stock under benefit plans, net of withholding taxes paid | 0 | 111 |
Net cash provided by financing activities | 0 | 54,060 |
Net (decrease) increase in cash and cash equivalents | (20,993) | 52,670 |
Cash and cash equivalents at beginning of period | 43,930 | 43,224 |
Cash and cash equivalents at end of period | $ 22,937 | $ 95,894 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2017 | |
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 developing proprietary potential treatments for female fertility based on scientific discoveries about the existence of egg precursor, or EggPC SM , cells. As used in these condensed 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, preparing for the launch of the AUGMENT treatment in select international in vitro fertilization ("IVF") clinics, researching and developing the OvaTure SM treatment and the OvaPrime SM treatment, and determining the regulatory and development path for our fertility treatments. We have generated limited revenues to date, and do not anticipate significant revenues in the near term. On June 21, 2017, we announced that we continue to be focused on advancing OvaTure SM in preclinical development and OvaPrime SM in clinical development, will discontinue ongoing efforts related to the AUGMENT SM treatment outside of North America, and will restructure our organization to better align with these strategic priorities, including reducing our workforce by approximately 50%. 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 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 June 30, 2017 , we had an accumulated deficit of approximately $283.6 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 public sales of our common stock and private placements of our preferred stock, which was subsequently converted to common stock. We have devoted substantially all of our financial resources and efforts to the research and development of our OvaTure and OvaPrime fertility treatments and the introduction of the AUGMENT treatment in select international IVF clinics. We expect to continue to incur significant expenses related to the research and development of OvaTure and OvaPrime and incur operating losses for at least the next several years. We expect that our existing cash, cash equivalents and short-term investments of $86.6 million at June 30, 2017 , will be sufficient to fund our current operating plan for at least the next 12 months from the date of filing this Form 10-Q. 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. |
Basis of presentation and signi
Basis of presentation and significant accounting policies | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of presentation and significant accounting policies | Basis of presentation and significant accounting policies Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements have been prepared by OvaScience in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These condensed consolidated financial statements include the accounts of OvaScience and the accounts of our wholly-owned subsidiaries. All intercompany transactions have been eliminated in consolidation. Certain reclassifications have been made to previously reported amounts to conform to the current presentation. Certain information and footnote disclosures normally included in our annual financial statements have been omitted. In the opinion of management, the unaudited interim financial statements reflect all adjustments, which with the exception of restructuring accruals described in Note 9, consisted of normal and recurring adjustments, necessary for the fair presentation of our financial position at June 30, 2017 , results of our operations for the three and six months ended June 30, 2017 and 2016 and our cash flows for the six months ended June 30, 2017 and 2016 . The results for the three and six months ended June 30, 2017 are not necessarily indicative of future results. These condensed consolidated financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2016, which are contained in our Annual Report on Form 10-K for the year ended December 31, 2016 (“2016 Annual Report on Form 10-K”) that was filed with the Securities and Exchange Commission (“SEC”) on March 2, 2017. Use of estimates and summary of significant accounting policies These condensed consolidated financial statements are presented in conformity with GAAP, which requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Our significant accounting policies are described in Note 2, “Summary of Significant Accounting Policies,” in our 2016 Annual Report on Form 10-K. In the first quarter of 2017, we adopted Accounting Standard Update (ASU) ASU 2016-09 Compensation - Stock Based Compensation and have changed our accounting policy regarding the accounting for forfeitures and have elected to account for forfeitures as they occur. We adopted ASU 2016-09, using a modified retrospective approach and recorded a cumulative catch-up to retained earnings of approximately $0.3 million . 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 relevant period. Potentially dilutive shares, including outstanding stock options and unvested restricted stock units, are only included in the calculation of diluted net loss per share when their effect is dilutive. The amounts in the table below were excluded from the calculation of diluted net loss per share due to their anti-dilutive effect (in thousands): As of June 30, 2017 2016 Outstanding stock options and restricted stock units 7,469 5,598 Recent accounting pronouncements In May 2017, the Financial Accounting Standards Board (FASB) issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718) - Scope of Modification Accounting. ASU 2017-09 clarifies the term modification and provides guidance on when to apply modification accounting, specifically when changes to the terms or conditions of a share-based payment occur. Entities should account for the effects of a modification unless all of the following conditions are met: (1) there is no change in the fair value of the award, (2) there is no change in the vesting conditions, and (3) there is no change in classification of the award as liability or equity. This update is for entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years and requires prospective application. Early adoption is permitted for public entities for reporting periods for which financial statements have not yet been issued. We early adopted ASU 2017-09 for the period ending June 30, 2017 and the adoption of ASU 2017-09 did not have a material impact on our financial statements and the footnotes thereto. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230) - Restricted Cash. ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This update is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years using a retrospective transition method to each period presented. Early adoption is permitted. We do not believe the adoption of ASU 2016-18 will have a material impact on our consolidated financial statements and footnote disclosures thereto. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 requires changes in the presentation of debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies and distributions received from equity method investees. This update is effective for annual and interim periods beginning after December 15, 2017 using a retrospective transition method to each period presented. Early adoption is permitted. We do not believe the adoption of ASU 2016-15 will have a material impact on our consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases, which is intended to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Under ASU 2016-02, a lessee will be required to recognize assets and liabilities for both operating and financing leases with lease terms of more than 12 months. In addition, ASU 2016-02 requires the use of the modified retrospective method, which will require adjustment to all comparative periods presented in the consolidated financial statements. The amendment is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. Early adoption is permitted. We are currently assessing the impact that adopting this new accounting standard will have on our consolidated financial statements and footnote disclosures thereto. In August 2015, the FASB issued ASU No. 2015-14, which defers the effective date of ASU No. 2014-09 by one year. ASU 2014-09 amends the guidance for accounting for revenue from contracts with customers. ASU 2014-09 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 2014-09 recognized at the date of initial application. We currently plan to adopt ASU 2015-14 as of January 1, 2018 using the modified retrospective approach and to apply the standard only to contracts that have not yet been completed as of the adoption date. Due to the limited revenues we have generated for the periods presented, we do not believe the adoption of ASU 2015-14 will have a material impact on our consolidated financial statements and footnotes disclosures thereto. |
OvaXon Joint Venture
OvaXon Joint Venture | 6 Months Ended |
Jun. 30, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
OvaXon Joint Venture | OvaXon Joint Venture In December 2013, we entered into a joint venture with Intrexon Corporation (“Intrexon”) to leverage Intrexon’s synthetic biology technology platform and our 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 initially contributed $1.5 million of cash to OvaXon in December 2013, 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 Intrexon will be resolved through arbitration, if necessary. We consider OvaXon a variable interest entity. OvaXon does not have a primary beneficiary as both we and Intrexon have equal ability to direct the activities of OvaXon through membership in a Joint Steering Committee and an Intellectual Property Committee and 50% voting rights. OvaXon is accounted for under the equity method and is not consolidated. This analysis and conclusion is updated annually or as changes occur to reflect any changes in ownership or control over OvaXon. We recorded losses from equity method investments related to OvaXon of $0.5 million and $0.9 million for the three and six months ended June 30, 2017 , respectively. We recorded losses from equity method investments related to OvaXon of $0.4 million and $0.8 million for the three and six months ended June 30, 2016, respectively. Neither we nor Intrexon made additional contributions for the six months ended June 30, 2017 . Each party contributed an additional $0.8 million during the six months ended June 30, 2016 . As of June 30, 2017 , OvaXon incurred expenses of $0.8 million in excess of our cumulative investment to-date, which is included within accrued expenses on our condensed consolidated balance sheet as we committed to provide additional funding in 2017. As of December 31, 2016, our investment in OvaXon was approximately $0.1 million |
Fair value
Fair value | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair value | Fair value The fair value of our financial assets reflects our estimate of amounts that we would have received in connection with the sale of such asset in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of our assets, 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). We use the following fair value hierarchy to classify assets based on the observable inputs and unobservable inputs we used to value our assets: • Level 1—quoted prices (unadjusted) in active markets for identical assets. • Level 2—quoted prices for similar assets in active markets or inputs that are observable for the asset, 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 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. The following tables provide our assets that are measured at fair value on a recurring basis as of June 30, 2017 and December 31, 2016 (in thousands): Description Balance as of June 30, 2017 Level 1 Level 2 Level 3 Assets: Cash and money market funds $ 22,937 $ 22,937 $ — $ — Corporate debt securities (including commercial paper) 63,622 — 63,622 — Total $ 86,559 $ 22,937 $ 63,622 $ — Description Balance as of Level 1 Level 2 Level 3 Assets: Cash and money market funds $ 43,930 $ 43,930 $ — $ — Corporate debt securities (including commercial paper) 70,458 — 70,458 — Total $ 114,388 $ 43,930 $ 70,458 $ — |
Cash, cash equivalents and shor
Cash, cash equivalents and short-term investments | 6 Months Ended |
Jun. 30, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Cash, cash equivalents and short-term investments | Cash, cash equivalents and short-term investments The following tables summarize our cash, cash equivalents and short-term investments at June 30, 2017 and December 31, 2016 (in thousands): June 30, 2017 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash and money market funds $ 22,937 $ — $ — $ 22,937 Corporate debt and U.S government securities Due in one year or less 63,671 — (49 ) 63,622 Total $ 86,608 $ — $ (49 ) $ 86,559 Reported as: Cash and cash equivalents $ 22,937 $ — $ — $ 22,937 Short-term investments 63,671 — (49 ) 63,622 Total $ 86,608 $ — $ (49 ) $ 86,559 December 31, 2016 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash and money market funds $ 43,930 $ — $ — $ 43,930 Corporate debt and U.S government securities Due in one year or less 62,505 3 (45 ) 62,463 Due in two years or less 8,013 — (18 ) 7,995 Total $ 114,448 $ 3 $ (63 ) $ 114,388 Reported as: Cash and cash equivalents $ 43,930 $ — $ — $ 43,930 Short-term investments 70,518 3 (63 ) 70,458 Total $ 114,448 $ 3 $ (63 ) $ 114,388 At June 30, 2017 and December 31, 2016 , we held seventeen and twenty-one debt securities that had been in an unrealized loss position for less than 12 months , respectively. At June 30, 2017 and December 31, 2016 , the aggregate fair value of the securities in an unrealized loss position for less than 12 months was $46.4 million and $46.6 million , respectively. We evaluate our securities for other-than-temporary impairments based on quantitative and qualitative factors, and we considered the decline in market value for the seventeen debt securities in an unrealized loss position as of June 30, 2017 to be primarily attributable to the then current economic and market conditions. We will likely not be required to sell these securities, and 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 June 30, 2017 . As of June 30, 2017 , we held $4.7 million in financial institution debt securities and other corporate debt securities located in Australia and Japan. As of December 31, 2016 , we held $11.5 million in financial institution debt securities and other corporate debt securities located in Canada, the United Kingdom, New Zealand, Norway and Sweden. We had no realized gains and no realized losses on our short-term investments for the three and six months ended June 30, 2017 . We had immaterial realized gains and no realized losses on our short-term investments for the three and six months ended June 30, 2016 . |
Property and equipment
Property and equipment | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | Property and equipment Property and equipment and related accumulated depreciation and amortization are as follows (in thousands): As of June 30, As of December 31, 2017 2016 Laboratory equipment $ 4,136 $ 5,184 Furniture 775 793 Computer equipment 208 208 Leasehold improvements 2,754 2,815 Total property and equipment, gross 7,873 9,000 Less: accumulated depreciation and amortization (3,917 ) (3,428 ) Total property and equipment, net $ 3,956 $ 5,572 We recorded depreciation and amortization expense of $0.5 million and $1.0 million for the three and six months ended June 30, 2017 , respectively. We recorded depreciation and amortization expense of $0.6 million and $1.1 million for the three and six months ended June 30, 2016, respectively. In December 2016, we initiated a corporate restructuring and in January 2017, we commenced a search to find a buyer for certain excess fixed assets, primarily comprised of laboratory equipment. As of January 31, 2017, we met the criteria to classify such assets as held-for-sale and estimated the fair value less costs to sell these assets at $0.5 million . In June 2017, we initiated the first part of our plan to sell a portion of the fixed assets classified as held-for-sale consisting primarily of fixed assets located domestically. We anticipate completing the sale of these assets in July 2017. We anticipate completing the sale of the remaining assets, primarily those located internationally, by the end of the third quarter of 2017. The $0.5 million of fixed assets are classified as held-for-sale and included within other current assets on our condensed consolidated balance sheets for the period ending June 30, 2017 . In June 2017, we expanded our restructuring efforts and announced we will discontinue ongoing efforts related to the AUGMENT treatment outside of North America (refer to Note 9 for additional details on our restructuring activities). As a result, we evaluated our fixed assets for impairment as of June 2017, the time in which the decision was made to execute the additional restructuring. In performing the recoverability test, we concluded that a portion of the carrying value of our assets was not recoverable. We recorded an impairment charge of $0.3 million related to these assets after comparing the fair value of the fixed assets to their carrying values. We determined the fair value of the assets subject to impairment based on expected future cash flows using Level 2 inputs under ASC 820. |
Stock-based compensation
Stock-based compensation | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based compensation | Stock-based compensation 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, 2016 4,611,392 $ 14.42 8.23 $ 45 Granted 4,165,356 1.52 Exercised — — Forfeited/Canceled (1,357,539 ) 10.87 Outstanding at June 30, 2017 7,419,209 7.82 8.7 318 Exercisable at June 30, 2017 2,290,901 15.56 7.1 47 Vested and expected to vest at June 30, 2017 7,419,209 7.82 8.7 318 No stock options were exercised during the three and six months ended June 30, 2017 . The total intrinsic value (the amount by which the fair market value exceeded the exercise price) of stock options exercised was $0.1 million for the three and six months ended June 30, 2016 . The fair value of each stock-based option award is estimated on the grant date using the Black-Scholes option pricing model with the following assumptions: Three months ended June 30, Six months ended June 30, 2017 2016 2017 2016 Risk-free interest rate 1.3% - 2.0% 1.4% - 1.5% 1.3% - 2.2% 1.4% - 2.0% Dividend yield — — — — Volatility 89%-109% 86%-89% 89%-109% 78%-89% Expected term (years) 1.8-6.9 5.3-9.9 1.8-6.9 5.3-9.9 As of June 30, 2017 , we had approximately $11.6 million of total unrecognized compensation cost, related to unvested stock options, which we expect to recognize over a weighted-average period of 2.6 years. During the three and six months ended June 30, 2017 , we granted options to purchase 2,183,106 and 4,015,356 shares of our common stock to employees at weighted average grant date fair values of $ 1.11 and $1.15 per share, respectively, and with weighted average exercise prices of $1.46 and $1.51 per share, respectively. During the three and six months ended June 30, 2016 , we granted options to purchase 446,450 and 1,487,100 shares of our common stock at weighted average grant date fair values of $5.28 and $5.27 per share, respectively, and with weighted average exercise prices of $7.32 and $7.48 per share, respectively. We granted 150,000 options to purchase common stock with a weighted average exercise price of $1.60 per share to non-employees for both the three and six months ended June 30, 2017 . We granted 10,000 options to purchase common stock with a weighted average exercise price of $9.69 per share to non-employees for both the three and six months ended June 30, 2016 . Stock-based awards issued to non-employees are revalued at each reporting date until vested. On June 21, 2017, we executed an advisory agreement (the, "Advisory Agreement") with Dr. Dipp, our Executive Chair which provides for Dr. Dipp to transition to an advisory role with us effective September 1, 2017 and to provide advisory services to us through December 31, 2018. Under terms of the Advisory Agreement, as in effect on June 30, 2017, in the event Dr. Dipp's engagement with us terminates or a change of control occurs, all of Dr. Dipp's unvested awards will vest and remain exercisable for a period of two years. The Advisory Agreement resulted in a modification to Dr. Dipp's outstanding equity based awards. We reviewed Dr. Dipp's vested and unvested awards as of June 21, 2017 (the "Modification Date") and recognized share-based compensation expense of $0.1 million for the three and six months ended June 30, 2017 as a result of the modification, for the incremental fair value of the awards immediately after modification when compared to the fair value of the awards immediately prior to modification. The service period for Dr. Dipp to earn any unvested awards as of the Modification Date is not considered substantive and resulted in recognizing share-based compensation expense of $2.7 million . This expense represented the unrecognized compensation expense for Dr. Dipp's unvested awards as of the Modification Date for awards that were granted in June 2014, December 2014 and March 2017, and the fair value of the stock options awards granted in conjunction with the execution of the Advisory Agreement. All but $0.3 million of the $2.7 million in share-based compensation expense related to the June 2014 and December 2014 option grants. The Advisory Agreement has subsequently been amended to permit the accelerated vesting of the June 2014 and December 2014 option grants prior to December 31, 2018 only in the event of a future termination "without cause" or resignation for "good reason." For the three and six months ended June 30, 2017, we recorded share-based compensation expense of $2.8 million as a result of the Advisory Agreement within selling, general and administrative expenses on our condensed consolidated statements of operations and comprehensive loss. Restricted stock units A summary of our unvested restricted stock unit activity and related information is as follows: Shares Weighted average grant date fair value Outstanding at December 31, 2016 50,000 $ 7.15 Granted — — Vested — — Forfeited — — Outstanding at June 30, 2017 50,000 $ 7.15 As of June 30, 2017 , we had approximately $0.3 million of total unrecognized compensation cost related to 50,000 non-vested service-based RSUs granted under our 2012 Stock Incentive Plan. We expect to cancel these awards during the third quarter of 2017. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2017 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure | Accrued expenses and other current liabilities Accrued expenses and other current liabilities consist of the following as of June 30, 2017 and December 31, 2016 (in thousands): As of June 30, As of December 31, 2017 2016 Compensation and related benefits $ 4,655 $ 5,869 Development, site costs and contract manufacturing 277 524 Legal, audit and tax services 889 1,280 Consulting 150 888 Other accrued expenses and other current liabilities 2,574 2,465 $ 8,545 $ 11,026 |
Restructuring
Restructuring | 3 Months Ended |
Jun. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities Disclosure | Restructuring In December, 2016, we initiated a reduction in workforce of approximately 30% in connection with our change in corporate strategy, primarily related to the commercialization strategy associated with our AUGMENT treatment. As of June 30, 2017, we have recognized substantially all restructuring charges related to our December 2016 restructuring activities, approximately $6.9 million comprised of $2.4 million recorded as one-time termination benefits, $1.7 million as a benefit under an ongoing benefit plan, $2.0 million of fixed asset impairment charges and $0.8 million of other restructuring related charges including legal fees and contract cancellation fees. On June 21, 2017, we initiated a reduction in workforce of approximately 50% in connection with our decision to focus on the development and advancing of OvaTure and OvaPrime and no longer offer the AUGMENT treatment on a commercial basis outside of North America. We anticipate incurring total restructuring costs of approximately $2.4 million to $2.9 million related to our June 2017 restructuring and anticipate completing substantially all activities associated with our June 2017 restructuring by the third quarter of 2017. For the three months ended June 30, 2017 , we recognized restructuring charges of $2.0 million including $1.3 million of one-time termination benefits, $0.3 million of benefits under an ongoing benefit plan, $0.3 million of fixed asset impairment charges and $0.1 million of legal fees. For the six months ended June 30, 2017 , we recognized restructuring charges of $3.5 million , including $2.3 million of one-time termination benefits, $0.3 million recorded of benefits under an ongoing benefit plan and $0.3 million of fixed asset impairment charges. Our restructuring charges for the three and six months ended June 30, 2017 , are included in our condensed consolidated statements of operations and comprehensive loss. For the six months ended June 30, 2017 , we made cash payments of $4.1 million primarily related to severance benefits, all of which relate to our December 2016 restructuring. As of June 30, 2017 , our restructuring accrual was $2.5 million and was recorded in accrued expenses and other current liabilities in our condensed consolidated balance sheet. Since the execution of our restructuring activities, we have incurred a total of $8.9 million of restructuring charges, of which $6.9 million relates to our December 2016 restructuring activities and $2.0 million relates to our June 2017 restructuring activities. We did not record any restructuring expenses during the three and six months ended June 30, 2016 . The following table outlines our restructuring activities for the six months ended June 30, 2017 (in thousands): Accrued Restructuring Balance as of December 31, 2016 $ 3,406 Plus: Severance 2,671 Other 500 Less: Payments (4,110 ) Accrued Restructuring Balance as of June 30, 2017 $ 2,467 Other restructuring costs consist primarily of professional fees including legal fees and contract termination fees. In June 2017, the Compensation Committee of the Board of Directors approved cash and stock option retention incentive awards for certain remaining eligible employees who will continue employment with us in order to execute our strategic priorities. Cash awards totaling $0.8 million will be payable to these employees over the subsequent one year and six months based on continued employment and services performed during these periods. Stock option awards for 390,000 shares were also granted to these employees and will vest quarterly over two years from the date of grant. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure | Commitments and contingencies On October 9, 2015, a purported class action lawsuit was filed in the Suffolk County Superior Court in the Commonwealth of Massachusetts against the Company, several of the Company’s officers and directors and certain of the underwriters from the Company’s January 2015 follow-on public offering of the Company’s common stock. The plaintiffs purport to represent those persons who purchased shares of the Company’s common stock pursuant or traceable to the Company’s January 2015 follow-on public offering. The plaintiffs allege, among other things, that the Company made false and misleading statements and failed to disclose material information in the Company’s January 2015 Registration Statement and incorporated offering materials. Plaintiffs allege violations of Sections 11, 12 and 15 of the Securities Act of 1933, as amended, and seek, among other relief, unspecified compensatory damages, rescission, pre-and post-judgment interest and fees, costs and disbursements. On December 7, 2015, the OvaScience, Inc. defendants filed a notice of removal with the Federal District Court for the District of Massachusetts. On December 30, 2015, plaintiffs filed a motion to remand the action to the Superior Court. Oral argument on the motion to remand was held on February 19, 2016. On February 23, 2016, the District Court granted plaintiffs' motion to remand the action to the Superior Court. On February 26, 2016, a second putative class action suit was filed in the Suffolk County Superior Court in the Commonwealth of Massachusetts against the Company, several of the Company’s officers and directors and certain of the underwriters from the Company’s January 2015 follow-on public offering of the Company’s common stock. The complaint is substantially similar to the complaint filed in October 2015. The two actions subsequently were consolidated and plaintiffs filed a First Amended Class Action Complaint on June 17, 2016. Defendants filed motions to dismiss the complaint. Those motions were denied by order dated December 22, 2016. The parties currently are engaged in discovery and are briefing a class certification motion. The Company believes that the complaint is without merit and intends to defend against the litigation. There can be no assurance, however, that the Company will be successful. A resolution of this lawsuit adverse to the Company or the other defendants could have a material effect on the Company’s consolidated financial position and results of operations in the period in which the lawsuit is resolved. At present, we are unable to estimate potential losses, if any, related to the lawsuit. On November 9, 2016, a purported shareholder derivative action was filed against certain present and former officers and directors of the company alleging breaches of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement and corporate waste for purported actions related to the Company’s January 2015 follow-on public offering. On February 23, 2017, the court approved the parties’ joint stipulation to stay all proceedings in the action until further notice. The Court has calendared a status conference for December 2017. The Company believes that the complaint is without merit and intends to defend against the litigation. There can be no assurance, however, that the Company will be successful. At present, we are unable to estimate potential losses, if any, related to the lawsuit. On March 24, 2017, a purported shareholder class action lawsuit was filed in federal district court for the District of Massachusetts against the Company and certain of our present and former officers alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. On June 5, 2017, the Court appointed Freedman Family Investments, LLC as lead plaintiff, the firm of Robins Geller Rudman & Dowd LLP as lead counsel and the Law Office of Alan L. Kovacs as local counsel. Plaintiff is scheduled to file an amended complaint on august 21, 2017. We believe that the complaint is without merit and intend to defend against the litigation. There can be no assurance, however, that we will be successful. A resolution of this lawsuit adverse to the Company or the other defendants could have a material effect on our consolidated financial position and results of operations in the period in which the lawsuit is resolved. At present, we are unable to estimate potential losses, if any, related to the lawsuit. On June 30, 2017, a purported shareholder derivative complaint was filed in federal district court for the District of Delaware against certain of our present and former directors and the Company as a nominal defendant alleging breach of fiduciary duty, corporate waste, unjust enrichment and violation of Section 14(a) of the Securities Exchange Act of 1934 alleging that compensation awarded to the director defendants was excessive. We believe that the complaint is without merit and intend to defend against the litigation. There can be no assurance, however, that we will be successful. At present, we are unable to estimate potential losses, if any, related to the lawsuit. On July 27, 2017, a purported shareholder derivative complaint was filed in federal district court for the District of Massachusetts against certain of our present and former directors and the Company as a nominal defendant alleging breach of fiduciary duty, unjust enrichment and violation of Section 14(a) of the Securities Exchange Act of 1934 alleging that compensation awarded to the director defendants was excessive and seeking redress for purported actions related to the Company’s January 2015 follow-on public offering. We believe that the complaint is without merit and intend to defend against the litigation. There can be no assurance, however, that we will be successful. At present, we are unable to estimate potential losses, if any, related to the lawsuit. We are not party to any other material litigation in any court and management is not aware of any contemplated proceeding by any governmental authority against the Company. |
Basis of presentation and sig16
Basis of presentation and significant accounting policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Use of estimates | Use of estimates and summary of significant accounting policies These condensed consolidated financial statements are presented in conformity with GAAP, which requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Our significant accounting policies are described in Note 2, “Summary of Significant Accounting Policies,” in our 2016 Annual Report on Form 10-K. In the first quarter of 2017, we adopted Accounting Standard Update (ASU) ASU 2016-09 Compensation - Stock Based Compensation and have changed our accounting policy regarding the accounting for forfeitures and have elected to account for forfeitures as they occur. We adopted ASU 2016-09, using a modified retrospective approach and recorded a cumulative catch-up to retained earnings of approximately $0.3 million . |
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 relevant period. Potentially dilutive shares, including outstanding stock options and unvested restricted stock units, are only included in the calculation of diluted net loss per share when their effect is dilutive. |
Recent accounting standards | Recent accounting pronouncements In May 2017, the Financial Accounting Standards Board (FASB) issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718) - Scope of Modification Accounting. ASU 2017-09 clarifies the term modification and provides guidance on when to apply modification accounting, specifically when changes to the terms or conditions of a share-based payment occur. Entities should account for the effects of a modification unless all of the following conditions are met: (1) there is no change in the fair value of the award, (2) there is no change in the vesting conditions, and (3) there is no change in classification of the award as liability or equity. This update is for entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years and requires prospective application. Early adoption is permitted for public entities for reporting periods for which financial statements have not yet been issued. We early adopted ASU 2017-09 for the period ending June 30, 2017 and the adoption of ASU 2017-09 did not have a material impact on our financial statements and the footnotes thereto. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230) - Restricted Cash. ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This update is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years using a retrospective transition method to each period presented. Early adoption is permitted. We do not believe the adoption of ASU 2016-18 will have a material impact on our consolidated financial statements and footnote disclosures thereto. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 requires changes in the presentation of debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies and distributions received from equity method investees. This update is effective for annual and interim periods beginning after December 15, 2017 using a retrospective transition method to each period presented. Early adoption is permitted. We do not believe the adoption of ASU 2016-15 will have a material impact on our consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases, which is intended to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Under ASU 2016-02, a lessee will be required to recognize assets and liabilities for both operating and financing leases with lease terms of more than 12 months. In addition, ASU 2016-02 requires the use of the modified retrospective method, which will require adjustment to all comparative periods presented in the consolidated financial statements. The amendment is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. Early adoption is permitted. We are currently assessing the impact that adopting this new accounting standard will have on our consolidated financial statements and footnote disclosures thereto. In August 2015, the FASB issued ASU No. 2015-14, which defers the effective date of ASU No. 2014-09 by one year. ASU 2014-09 amends the guidance for accounting for revenue from contracts with customers. ASU 2014-09 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 2014-09 recognized at the date of initial application. We currently plan to adopt ASU 2015-14 as of January 1, 2018 using the modified retrospective approach and to apply the standard only to contracts that have not yet been completed as of the adoption date. Due to the limited revenues we have generated for the periods presented, we do not believe the adoption of ASU 2015-14 will have a material impact on our consolidated financial statements and footnotes disclosures thereto. |
Basis of presentation and sig17
Basis of presentation and significant accounting policies (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of amounts excluded from the calculation of diluted net loss per share | The amounts in the table below were excluded from the calculation of diluted net loss per share due to their anti-dilutive effect (in thousands): As of June 30, 2017 2016 Outstanding stock options and restricted stock units 7,469 5,598 |
Fair value (Tables)
Fair value (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities that are measured at fair value on a recurring basis | The following tables provide our assets that are measured at fair value on a recurring basis as of June 30, 2017 and December 31, 2016 (in thousands): Description Balance as of June 30, 2017 Level 1 Level 2 Level 3 Assets: Cash and money market funds $ 22,937 $ 22,937 $ — $ — Corporate debt securities (including commercial paper) 63,622 — 63,622 — Total $ 86,559 $ 22,937 $ 63,622 $ — Description Balance as of Level 1 Level 2 Level 3 Assets: Cash and money market funds $ 43,930 $ 43,930 $ — $ — Corporate debt securities (including commercial paper) 70,458 — 70,458 — Total $ 114,388 $ 43,930 $ 70,458 $ — |
Cash, cash equivalents and sh19
Cash, cash equivalents and short-term investments (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of cash, cash equivalents and short-term investments | The following tables summarize our cash, cash equivalents and short-term investments at June 30, 2017 and December 31, 2016 (in thousands): June 30, 2017 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash and money market funds $ 22,937 $ — $ — $ 22,937 Corporate debt and U.S government securities Due in one year or less 63,671 — (49 ) 63,622 Total $ 86,608 $ — $ (49 ) $ 86,559 Reported as: Cash and cash equivalents $ 22,937 $ — $ — $ 22,937 Short-term investments 63,671 — (49 ) 63,622 Total $ 86,608 $ — $ (49 ) $ 86,559 December 31, 2016 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash and money market funds $ 43,930 $ — $ — $ 43,930 Corporate debt and U.S government securities Due in one year or less 62,505 3 (45 ) 62,463 Due in two years or less 8,013 — (18 ) 7,995 Total $ 114,448 $ 3 $ (63 ) $ 114,388 Reported as: Cash and cash equivalents $ 43,930 $ — $ — $ 43,930 Short-term investments 70,518 3 (63 ) 70,458 Total $ 114,448 $ 3 $ (63 ) $ 114,388 |
Property and equipment (Tables)
Property and equipment (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment and related accumulated depreciation | Property and equipment and related accumulated depreciation and amortization are as follows (in thousands): As of June 30, As of December 31, 2017 2016 Laboratory equipment $ 4,136 $ 5,184 Furniture 775 793 Computer equipment 208 208 Leasehold improvements 2,754 2,815 Total property and equipment, gross 7,873 9,000 Less: accumulated depreciation and amortization (3,917 ) (3,428 ) Total property and equipment, net $ 3,956 $ 5,572 |
Stock-based compensation (Table
Stock-based compensation (Tables) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2017 | Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
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, 2016 4,611,392 $ 14.42 8.23 $ 45 Granted 4,165,356 1.52 Exercised — — Forfeited/Canceled (1,357,539 ) 10.87 Outstanding at June 30, 2017 7,419,209 7.82 8.7 318 Exercisable at June 30, 2017 2,290,901 15.56 7.1 47 Vested and expected to vest at June 30, 2017 7,419,209 7.82 8.7 318 | |
Schedule of assumptions used to estimate fair value of each stock-based option award on the grant date using the Black-Scholes option pricing model | The fair value of each stock-based option award is estimated on the grant date using the Black-Scholes option pricing model with the following assumptions: Three months ended June 30, Six months ended June 30, 2017 2016 2017 2016 Risk-free interest rate 1.3% - 2.0% 1.4% - 1.5% 1.3% - 2.2% 1.4% - 2.0% Dividend yield — — — — Volatility 89%-109% 86%-89% 89%-109% 78%-89% Expected term (years) 1.8-6.9 5.3-9.9 1.8-6.9 5.3-9.9 | |
Schedule of restricted stock unit activity | A summary of our unvested restricted stock unit activity and related information is as follows: Shares Weighted average grant date fair value Outstanding at December 31, 2016 50,000 $ 7.15 Granted — — Vested — — Forfeited — — Outstanding at June 30, 2017 50,000 $ 7.15 |
Accrued Expenses and Other Cu22
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses and other current liabilities consist of the following as of June 30, 2017 and December 31, 2016 (in thousands): As of June 30, As of December 31, 2017 2016 Compensation and related benefits $ 4,655 $ 5,869 Development, site costs and contract manufacturing 277 524 Legal, audit and tax services 889 1,280 Consulting 150 888 Other accrued expenses and other current liabilities 2,574 2,465 $ 8,545 $ 11,026 |
Restructuring (Tables)
Restructuring (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The following table outlines our restructuring activities for the six months ended June 30, 2017 (in thousands): Accrued Restructuring Balance as of December 31, 2016 $ 3,406 Plus: Severance 2,671 Other 500 Less: Payments (4,110 ) Accrued Restructuring Balance as of June 30, 2017 $ 2,467 |
Organization (Details)
Organization (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (283,585) | $ (250,177) |
Cash, cash equivalents and short-term investments | $ 86,600 |
Basis of presentation and sig25
Basis of presentation and significant accounting policies Net loss per share (Details) - shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
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) | 7,469 | 5,598 |
Basis of presentation and sig26
Basis of presentation and significant accounting policies Use of estimates and summary of significant accounting policies (Details) $ in Millions | Mar. 31, 2017USD ($) |
Accounting Standards Update 2016-09 | Retained Earnings | |
Cumulative Effect of New Accounting Principle in Period of Adoption | $ 0.3 |
OvaXon Joint Venture (Details)
OvaXon Joint Venture (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2013 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
OvaXon joint venture | ||||||
Amount contributed | $ 1,500 | |||||
Equity interest | 50.00% | |||||
Percentage of ownership control with disputes resolved through arbitration | 50.00% | |||||
Voting rights | 50.00% | |||||
Net loss on equity method investment | $ 875 | $ 807 | ||||
Additional contribution in joint venture | 0 | 750 | ||||
Investment in joint venture | $ 0 | 0 | $ 65 | |||
OvaXon | ||||||
OvaXon joint venture | ||||||
Net loss on equity method investment | 454 | $ 416 | 875 | 807 | ||
Investment in joint venture | $ 800 | 800 | $ 100 | |||
Intrexon | ||||||
OvaXon joint venture | ||||||
Amount contributed | $ 1,500 | |||||
Equity interest | 50.00% | |||||
Percentage of ownership control with disputes resolved through arbitration | 50.00% | |||||
Additional contribution in joint venture | $ 0 | $ 800 |
Fair value (Details)
Fair value (Details) - Fair value measurements on a recurring basis - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Assets: | ||
Total | $ 86,559 | $ 114,388 |
Level 1 | ||
Assets: | ||
Total | 22,937 | 43,930 |
Level 2 | ||
Assets: | ||
Total | 63,622 | 70,458 |
Cash and money market funds | ||
Assets: | ||
Total | 22,937 | 43,930 |
Cash and money market funds | Level 1 | ||
Assets: | ||
Total | 22,937 | 43,930 |
Corporate debt securities (including commercial paper) | ||
Assets: | ||
Total | 63,622 | 70,458 |
Corporate debt securities (including commercial paper) | Level 2 | ||
Assets: | ||
Total | $ 63,622 | $ 70,458 |
Cash, cash equivalents and sh29
Cash, cash equivalents and short-term investments - Summary (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 86,608 | $ 114,448 |
Gross Unrealized Gains | 0 | 3 |
Gross Unrealized Losses | (49) | (63) |
Fair Value | 86,559 | 114,388 |
Cash and money market funds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 22,937 | 43,930 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 22,937 | 43,930 |
Corporate debt securities due in one year or less | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 63,671 | 62,505 |
Gross Unrealized Gains | 0 | 3 |
Gross Unrealized Losses | (49) | (45) |
Fair Value | 63,622 | 62,463 |
Corporate debt securities, due in two years or less | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 8,013 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (18) | |
Fair Value | 7,995 | |
Cash and cash equivalents | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 22,937 | 43,930 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 22,937 | 43,930 |
Short-term investments | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 63,671 | 70,518 |
Gross Unrealized Gains | 0 | 3 |
Gross Unrealized Losses | (49) | (63) |
Fair Value | $ 63,622 | $ 70,458 |
Cash, cash equivalents and sh30
Cash, cash equivalents and short-term investments - Narrative (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017USD ($)security | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)security | Dec. 31, 2016USD ($)security | |
Schedule of Available-for-sale Securities [Line Items] | ||||
Debt securities in an unrealized position for less than 12 months (in securities) | security | 17 | 17 | 21 | |
Aggregate fair value of securities in an unrealized loss position for less than 12 months | $ 46,400,000 | $ 46,400,000 | $ 46,600,000 | |
Number of investments in a continuous unrealized loss position (in securities) | security | 17 | 17 | ||
Securities held | $ 86,608,000 | $ 86,608,000 | 114,448,000 | |
Debt securities | ||||
Schedule of Available-for-sale Securities [Line Items] | ||||
Securities held | 4,700,000 | 4,700,000 | 11,500,000 | |
Short-term investments | ||||
Schedule of Available-for-sale Securities [Line Items] | ||||
Securities held | 63,671,000 | 63,671,000 | $ 70,518,000 | |
Realized gains on investments | $ 0 | $ 0 | ||
Realized losses on investments | $ 0 | $ 0 |
Property and equipment (Details
Property and equipment (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jan. 31, 2017 | Dec. 31, 2016 | |
Property and equipment | |||||||
Property and equipment, gross | $ 7,873 | $ 7,873 | $ 7,873 | $ 9,000 | |||
Less: accumulated depreciation | (3,917) | (3,917) | (3,917) | (3,428) | |||
Property and equipment, net | 3,956 | 3,956 | 3,956 | 5,572 | |||
Depreciation and amortization expense | 500 | $ 600 | 951 | $ 1,067 | |||
Fixed assets held-for-sale | 500 | 500 | 500 | $ 500 | |||
Impairment charge | 300 | ||||||
Laboratory equipment | |||||||
Property and equipment | |||||||
Property and equipment, gross | 4,136 | 4,136 | 4,136 | 5,184 | |||
Furniture | |||||||
Property and equipment | |||||||
Property and equipment, gross | 775 | 775 | 775 | 793 | |||
Computer equipment | |||||||
Property and equipment | |||||||
Property and equipment, gross | 208 | 208 | 208 | 208 | |||
Leasehold improvements | |||||||
Property and equipment | |||||||
Property and equipment, gross | $ 2,754 | $ 2,754 | $ 2,754 | $ 2,815 |
Stock-based compensation - Stoc
Stock-based compensation - Stock options (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Shares | |||||
Granted (in shares) | 2,183,106 | 446,450 | 4,015,356 | 1,487,100 | |
Weighted average exercise price per share | |||||
Granted (in dollars per share) | $ 1.46 | $ 7.32 | $ 1.51 | $ 7.48 | |
Additional disclosures | |||||
Weighted average grant date fair value (in dollars per share) | $ 1.11 | $ 5.28 | $ 1.15 | $ 5.27 | |
Stock options | |||||
Shares | |||||
Outstanding at the beginning of the period (in shares) | 4,611,392 | ||||
Granted (in shares) | 4,165,356 | ||||
Exercised (in shares) | 0 | ||||
Forfeited/Canceled (in shares) | (1,357,539) | ||||
Outstanding at the end of the period (in shares) | 7,419,209 | 7,419,209 | 4,611,392 | ||
Exercisable at the end of the period (in shares) | 2,290,901 | 2,290,901 | |||
Vested and expected to vest at the end of the period (in shares) | 7,419,209 | 7,419,209 | |||
Weighted average exercise price per share | |||||
Outstanding at the beginning of the period (in dollars per share) | $ 14.42 | ||||
Granted (in dollars per share) | 1.52 | ||||
Exercised (in dollars per share) | 0 | ||||
Forfeited/Canceled (in dollars per share) | 10.87 | ||||
Outstanding at the end of period (in dollars per share) | $ 7.82 | 7.82 | $ 14.42 | ||
Exercisable at the end of the period (in dollars per share) | 15.56 | 15.56 | |||
Vested and expected to vest at the end of the period (in dollars per share) | $ 7.82 | $ 7.82 | |||
Weighted average remaining contractual term (years) | |||||
Outstanding | 8 years 8 months 12 days | 8 years 2 months 23 days | |||
Exercisable at the end of the period | 7 years 1 month 6 days | ||||
Vested and expected to vest at the end of the period | 8 years 8 months 12 days | ||||
Aggregate intrinsic value | |||||
Outstanding | $ 318,000 | $ 318,000 | $ 45,000 | ||
Exercisable at the end of period | 47,000 | 47,000 | |||
Vested and expected to vest at the end of the period | $ 318,000 | $ 318,000 | |||
Assumptions used to estimate fair value of each stock-based option award on the grant date using the Black-Scholes option pricing model | |||||
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | |
Additional disclosures | |||||
Total intrinsic value of options exercised | $ 100,000 | $ 0 | $ 100,000 | ||
Total unrecognized compensation cost, net of estimated forfeitures, related to unvested stock options and restricted stock units | $ 11,600,000 | $ 11,600,000 | |||
Weighted average period for recognition of compensation cost related to unvested stock awards | 2 years 7 months 6 days | ||||
Stock options | Minimum | |||||
Assumptions used to estimate fair value of each stock-based option award on the grant date using the Black-Scholes option pricing model | |||||
Risk-free interest rate | 1.30% | 1.40% | 1.30% | 1.40% | |
Volatility | 89.00% | 86.00% | 89.00% | 78.00% | |
Expected term (years) | 1 year 9 months 22 days | 5 years 3 months 19 days | 1 year 9 months 22 days | 6 years 3 months 19 days | |
Stock options | Maximum | |||||
Assumptions used to estimate fair value of each stock-based option award on the grant date using the Black-Scholes option pricing model | |||||
Risk-free interest rate | 2.00% | 1.50% | 2.20% | 2.00% | |
Volatility | 109.00% | 89.00% | 109.00% | 89.00% | |
Expected term (years) | 6 years 10 months 24 days | 6 years 1 month 6 days | 9 years 10 months 24 days | 9 years 10 months 24 days | |
Non-Employee Stock | |||||
Shares | |||||
Granted (in shares) | 150,000 | 10,000 | 150,000 | 10,000 | |
Weighted average exercise price per share | |||||
Granted (in dollars per share) | $ 1.60 | $ 9.69 | $ 1.60 | $ 9.69 | |
President | Stock options | |||||
Additional disclosures | |||||
Share-based compensation expense | $ 100,000 | ||||
President | Stock Compensation Plan | |||||
Additional disclosures | |||||
Total unrecognized compensation cost, net of estimated forfeitures, related to unvested stock options and restricted stock units | 2,700,000 | $ 2,700,000 | |||
Weighted average period for recognition of compensation cost related to unvested stock awards | 2 years | ||||
Modified share based compensation expense | $ 100,000 | ||||
Selling, General and Administrative Expenses | President | Stock options | |||||
Additional disclosures | |||||
Share-based compensation expense | $ 2,800,000 | ||||
Selling, General and Administrative Expenses | President | Stock Compensation Plan | |||||
Additional disclosures | |||||
Share-based compensation expense | $ 2,800,000 |
Stock-based compensation - Rest
Stock-based compensation - Restricted Stock Unit Activity (Details) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||
RSU's granted, weighted average (in dollars per share) | $ 1.11 | $ 5.28 | $ 1.15 | $ 5.27 |
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
RSU's, beginning balance (in shares) | 50,000 | |||
RSU's granted (in shares) | 0 | |||
RSU's vested (in shares) | 0 | |||
RSU's forfeited (in shares) | 0 | |||
RSU's, ending balance (in shares) | 50,000 | 50,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||
RSU's weighted average, beginning balance (in dollars per share) | $ 7.15 | |||
RSU's granted, weighted average (in dollars per share) | 0 | |||
RSU's vested, weighted average (in dollars per share) | 0 | |||
RSU's forfeited, weighted average (in dollars per share) | $ 0 | |||
RSU's weighted average, ending balance (in dollars per share) | $ 7.15 | $ 7.15 |
Stock-based compensation - Re34
Stock-based compensation - Restricted stock units (Details) - Restricted stock units - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Stock-based compensation | ||
Total unrecognized compensation cost, net of estimated forfeitures, related to unvested stock options and restricted stock units | $ 0.3 | |
Non-vested service-based RSUs (in shares) | 50,000 | 50,000 |
Accrued expenses and other cu35
Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Compensation and related benefits | $ 5 | $ 6 |
Development, site costs and contract manufacturing | 0 | 1 |
Legal, audit and tax services | 1 | 1 |
Consulting | 0 | 1 |
Other accrued expenses and other current liabilities | 3 | 2 |
Accrued liabilities | $ 9 | $ 11 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 21, 2017 | Dec. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring | $ 1,992 | $ 0 | $ 3,480 | $ 0 | |||
Payments for restructuring | 4,110 | ||||||
Restructuring reserve | $ 2,500 | 2,500 | 2,500 | ||||
Restructuring cost incurred to date | 8,900 | 8,900 | 8,900 | ||||
Cash awards | $ 800 | $ 800 | $ 800 | ||||
Stock option awards service period | 1 year 6 months | ||||||
Stock option awards (in shares) | 2,183,106 | 446,450 | 4,015,356 | 1,487,100 | |||
One-time Termination Benefits | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring | $ 1,300 | $ 2,300 | |||||
Special Termination Benefits | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring | 300 | 300 | |||||
Fixed Asset Impairment | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring | 300 | 300 | |||||
Legal Fees | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring | 100 | ||||||
Employee Stock Option | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Stock option awards (in shares) | 390,000 | ||||||
Vesting period (in years) | 2 years | ||||||
December 2016 Restructuring Activities | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Expected number of positions eliminated (as a percent) | 30.00% | ||||||
Payments for restructuring | 4,100 | ||||||
Restructuring cost incurred to date | $ 6,900 | 6,900 | 6,900 | ||||
Restructuring expenses | 6,900 | ||||||
December 2016 Restructuring Activities | One-time Termination Benefits | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring | 2,400 | ||||||
December 2016 Restructuring Activities | Special Termination Benefits | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring | 1,700 | ||||||
December 2016 Restructuring Activities | Fixed Asset Impairment | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring | 2,000 | ||||||
December 2016 Restructuring Activities | Legal Fees | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring | 800 | ||||||
June 2017 Restructuring Activities | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Expected number of positions eliminated (as a percent) | 50.00% | ||||||
Restructuring cost incurred to date | 2,000 | 2,000 | 2,000 | ||||
Minimum | June 2017 Restructuring Activities | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring expected cost | 2,400 | 2,400 | 2,400 | ||||
Maximum | June 2017 Restructuring Activities | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring expected cost | $ 2,900 | $ 2,900 | $ 2,900 |
Restructuring (Details)
Restructuring (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring reserve, beginning balance | $ 3,406 | |||
Restructuring | $ 1,992 | $ 0 | 3,480 | $ 0 |
Payments for restructuring | (4,110) | |||
Restructuring reserve, ending balance | $ 2,467 | 2,467 | ||
Employee Severance | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | 2,671 | |||
Other Restructuring | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | $ 500 |