Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 12-May-14 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'Mirati Therapeutics, Inc. | ' |
Entity Central Index Key | '0001576263 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 13,477,483 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets | ' | ' |
Cash and cash equivalents | $8,317 | $14,235 |
Short-term investments | 45,058 | 47,835 |
Other current assets | 2,662 | 2,145 |
Total current assets | 56,037 | 64,215 |
Property and equipment, net | 275 | 322 |
Total assets | 56,312 | 64,537 |
Current liabilities | ' | ' |
Accounts payable and accrued liabilities | 3,983 | 5,245 |
Warrant liability | 38,736 | 33,407 |
Total liabilities | 42,719 | 38,652 |
Stockholders’ equity | ' | ' |
Preferred stock, $0.001 par value, 10,000,000 shares authorized; none issued and outstanding at both March 31, 2014 and December 31, 2013 | 0 | 0 |
Common stock, $0.001 par value; 100,000,000 authorized; 13,475,527 and 13,446,976 issued and outstanding at March 31, 2014 and December 31, 2013 | 13 | 13 |
Additional paid-in capital | 216,111 | 214,756 |
Accumulated other comprehensive income | 9,516 | 9,507 |
Accumulated deficit | -212,047 | -198,391 |
Total stockholders’ equity | 13,593 | 25,885 |
Total liabilities and stockholders’ equity | $56,312 | $64,537 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 13,475,527 | 13,475,527 |
Common stock, shares outstanding (in shares) | 13,446,976 | 13,446,976 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Expenses | ' | ' |
Research and development | $5,207 | $5,475 |
General and administrative | 2,415 | 2,524 |
Restructuring costs | 334 | 0 |
Total operating expenses | 7,956 | 7,999 |
Loss from operations | -7,956 | -7,999 |
Other income (expense), net | -225 | -570 |
Change in fair value of warrant liability | -5,475 | 4,371 |
Loss before income taxes | -13,656 | -4,198 |
Income tax expense | 0 | -19 |
Net loss | -13,656 | -4,217 |
Unrealized gain on available-for-sale investments | 10 | 0 |
Comprehensive loss | ($13,646) | ($4,217) |
Basic net loss per share (in dollars per share) | ($1.01) | ($0.42) |
Diluted net loss per share - restated for the three months ended March 31, 2013 (in dollars per share) | ($1.01) | ($0.68) |
Weighted average number of shares used in computing net loss per share, basic (shares) | 13,457,400 | 9,957,739 |
Weighted average number of shares used in computing net loss per share, diluted - restated for the three months ended March 31, 2013 (shares) | 13,457,400 | 10,078,232 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Operating activities: | ' | ' |
Net loss | ($13,656) | ($4,217) |
Non-cash adjustments reconciling net loss to operating cash flows: | ' | ' |
Depreciation of property and equipment | 78 | 22 |
Amortization of premium on investments | 167 | 0 |
Share-based compensation expense | 946 | 462 |
Change in fair value of warrant liability | 5,475 | -4,371 |
Restructuring costs | 13 | 0 |
Lease incentive liability | 0 | -18 |
Changes in operating assets and liabilities: | ' | ' |
Other current assets | -517 | 315 |
Accounts payable and accrued liabilities | -1,304 | 467 |
Cash flows used for operating activities | -8,798 | -7,340 |
Investing activities: | ' | ' |
Purchases of property and equipment | -2 | -90 |
Purchases of short-term investments | -4,423 | -16,021 |
Security deposit, restricted cash equivalents and marketable securities | 0 | -56 |
Disposal and maturities of short-term investments | 7,043 | 16,097 |
Cash flows provided by (used in) investing activities | 2,618 | -70 |
Financing activities: | ' | ' |
Proceeds from exercise of common stock options | 262 | 0 |
Cash flows provided by financing activities | 262 | 0 |
Decrease in cash and cash equivalents | -5,918 | -7,410 |
Cash and cash equivalents, beginning of period | 14,235 | 18,403 |
Cash and cash equivalents, end of period | $8,317 | $10,993 |
Description_of_Business
Description of Business | 3 Months Ended |
Mar. 31, 2014 | |
DESCRIPTION OF BUSINESS | ' |
Description of Business | ' |
Description of Business | |
Mirati Therapeutics, Inc. (“Mirati” or the “Company”) is a clinical-stage biopharmaceutical company focused on developing a pipeline of targeted oncology products. The Company focuses its development programs on drugs intended to treat specific subsets of cancer patients with unmet needs. | |
The Company has a wholly owned subsidiary in Canada, MethylGene, Inc. (“MethylGene”). MethylGene’s common stock was listed on the Toronto Stock Exchange from June 29, 2004 until July 26, 2013 under the ticker symbol “MYG”. The Company also has an indirect, wholly-owned subsidiary, MethylGene US Inc., which was incorporated in Princeton, New Jersey on December 20, 2011 and started business activity in 2012. MethylGene US Inc. has no operations effective January 1, 2014. The Company’s common stock has been listed on the NASDAQ Capital Market since July 15, 2013 under the ticker symbol “MRTX”. During the first half of 2013 the Company conducted the majority of its operations through MethylGene and MethylGene US Inc. As a result of the arrangement agreement discussed in Note 2 under the heading "Basis of Presentation," Mirati became the parent company during the last half of 2013. Refer to Note 2 for further discussion of the Company’s corporate structure. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||||
Basis of Presentation | ||||||||||||||||
The unaudited consolidated financial statements contained in this Quarterly Report on Form 10-Q have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC") and, therefore, certain information and disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP") have been omitted. | ||||||||||||||||
In the opinion of management, the information reflects all adjustments necessary to make the results of operations for the interim periods a fair statement of such operations. All such adjustments are of a normal recurring nature. Interim results are not necessarily indicative of results for the full year. The consolidated balance sheet at December 31, 2013 has been derived from the audited consolidated financial statements at that date, but does not include all information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. These unaudited consolidated financial statements should be read in conjunction with the audited financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed with the SEC on March 17, 2014. | ||||||||||||||||
Mirati was incorporated under the laws of the State of Delaware on April 29, 2013. The Company was created to enter into an arrangement agreement described below. | ||||||||||||||||
On May 8, 2013, the Company’s Board of Directors approved and the Company entered into an arrangement agreement with MethylGene. Subject to the terms and conditions of the arrangement agreement, which was consummated on June 28, 2013, the shareholders of MethylGene received one share of the Company’s common stock in exchange for every 50 common shares of MethylGene, which had the effect of a 50 for 1 reverse split of MethylGene’s common shares pursuant to a court-approved plan of arrangement under Section 192 of the Canada Business Corporations Act. Such transaction is referred to herein as the “Arrangement”. In addition, all outstanding options and warrants to purchase common shares of MethylGene became exercisable on a 50-for-1 basis for shares of the Company’s common stock, and a proportionate adjustment was made to the exercise price, as applicable. The accompanying financial statements and notes to the financial statements give retroactive effect to the reverse split of our common stock for all periods presented. Upon completion of the Arrangement, MethylGene became the Company’s wholly-owned subsidiary. The shares of the Company’s common stock issued at the closing of the Arrangement were issued in reliance upon the exemption from registration under Section 3(A)(10) of the Securities Act of 1933, as amended. | ||||||||||||||||
These condensed interim consolidated financial statements are presented in U.S. dollars, which effective January 1, 2013, is also the functional currency of the Company. | ||||||||||||||||
Restatement | ||||||||||||||||
The Company has determined that a restatement is required to the previously reported diluted loss per share for the quarterly period ended March 31, 2013. The correction has no impact on the Company’s consolidated balance sheets, net loss or comprehensive loss, basic loss per share or the consolidated statement of cash flows as previously reported for the quarterly period ended March 31, 2013. Furthermore, the correction does not impact any other previously reported periods. | ||||||||||||||||
In 2011 and 2012, the Company issued common stock warrants in connection with equity financings (see “Reclassification of Warrants” below and Note 9). These warrants were initially classified within stockholders’ equity. However, on January 1, 2013, the Company changed its functional currency to the US dollar which changed how the Company accounts for these warrants which have exercise prices denominated in Canadian dollars. Upon the change in functional currency, the Company classified these warrants as a current liability. The change in fair value of the warrants for each period is reflected as other income or expense in the Company’s condensed consolidated statements of operations and comprehensive loss. | ||||||||||||||||
The calculation of diluted loss per share requires that, to the extent the average market price of the underlying shares for the reporting period exceeds the exercise price of the warrants and the presumed exercise of such securities are dilutive to loss per share for the period, an adjustment to net loss used in the calculation is required to remove the change in fair value of the warrants from the numerator for the period. Likewise, an adjustment to the denominator is required to reflect the related dilutive shares, if any, under the treasury stock method. The Company failed to make such adjustments to the diluted loss per share calculations for the prior period discussed above. | ||||||||||||||||
A summary of the impact of the correction of the error on the diluted loss per share amounts follows: | ||||||||||||||||
Three Months Ended | ||||||||||||||||
March 31, | ||||||||||||||||
2013 | ||||||||||||||||
Diluted loss per share - as originally reported | $ | (0.42 | ) | |||||||||||||
Difference in diluted loss per share | (0.26 | ) | ||||||||||||||
Diluted loss per share - restated | $ | (0.68 | ) | |||||||||||||
The following tables illustrate a reconciliation of the components of the numerator and denominator included in the calculations of diluted loss per share noted above. (in thousands except share and per share amounts): | ||||||||||||||||
Diluted loss per share | Three Months Ended | |||||||||||||||
Numerator | March 31, | |||||||||||||||
2013 | ||||||||||||||||
As originally reported- Net loss | $ | (4,217 | ) | |||||||||||||
Correction - reflect adjustment for change in warrant liability | (2,633 | ) | ||||||||||||||
Numerator for use in diluted loss per share, as restated | $ | (6,850 | ) | |||||||||||||
Denominator | ||||||||||||||||
As originally reported - weighted average common shares used to compute net loss per share | 9,957,739 | |||||||||||||||
Add correct effect of dilutive warrants | 120,493 | |||||||||||||||
Denominator, as restated | 10,078,232 | |||||||||||||||
Use of Estimates | ||||||||||||||||
The preparation of the Company's unaudited consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. | ||||||||||||||||
Reported amounts and note disclosures reflect the overall economic conditions that are most likely to occur and anticipated measures management intends to take. Actual results could differ materially from those estimates. Estimates and assumptions are reviewed quarterly. All revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. | ||||||||||||||||
Cash, Cash Equivalents and Short-term Investments | ||||||||||||||||
Cash and cash equivalents consist of cash and highly liquid securities with original maturities at the date of acquisition of ninety days or less. Investments with an original maturity of more than ninety days are considered short-term investments and have been classified by management as available-for-sale. These investments are classified as current assets, even though the stated maturity date may be one year or more beyond the current balance sheet date, which reflects management’s intention to use the proceeds from sales of these securities to fund its operations, as necessary. Such investments are carried at fair value, with unrealized gains and losses included as a separate component of stockholders’ equity. Realized gains and losses from the sale of available-for-sale securities or the amounts, net of tax, reclassified out of accumulated other comprehensive income, if any, are determined on a specific identification basis. | ||||||||||||||||
Foreign Currency Transactions | ||||||||||||||||
Foreign currency transactions are initially recorded by the Company using the exchange rates prevailing at the date of the transaction. At the balance sheet date, monetary assets and liabilities denominated in foreign currencies are translated at the period-end rates of exchange. Non-monetary assets and liabilities are translated at the historical exchange rates. Exchange gains and losses arising from the translation of foreign currency items are included in other income (expense), net in the consolidated statements of operations and comprehensive loss. The Company recognized net foreign exchange losses of $0.3 million and $0.6 million in other income (expense), net in the consolidated statement of operations and comprehensive loss for the three months ended March 31, 2014 and 2013, respectively. | ||||||||||||||||
Reclassification of Warrants | ||||||||||||||||
In 2011 and 2012, Methylgene issued common stock warrants in connection with the issuance of common stock through private placements (referred to as the 2011 Warrants and the 2012 Warrants). The exercise prices of the 2011 and 2012 Warrants were denominated in Canadian dollars. Upon the issuance of the 2011 and 2012 Warrants, the net proceeds were allocated to common stock and warrants based on their relative fair values, and the fair value of the issued common stock warrants was calculated utilizing the Black-Scholes option-pricing model. The allocated fair value was then recorded as warrants within stockholders’ equity on the consolidated balance sheet. | ||||||||||||||||
Effective January 1, 2013, the Company changed its functional currency which changed how the 2011 and 2012 warrants are accounted for as they continue to have exercise prices denominated in Canadian dollars. Upon the change in functional currency, the warrants were classified as a current liability and a warrant liability of $16.2 million was recorded which represents the fair market value of the warrants at that date in accordance with Accounting Standards Codification, or ASC, 815, “Derivatives and Hedging”. The initial fair value recorded as warrants within stockholders’ equity of $11.2 million was reversed. The change in fair value related to periods prior to January 1, 2013 of $5.0 million was recorded as an adjustment to accumulated deficit. At each reporting period subsequent to January 1, 2013, the fair value of the warrant liability is recalculated and any corresponding increase or decrease to the warrant liability is recorded as a component of other income (expense), net on the consolidated statement of operations and comprehensive loss. The estimated fair value is determined using the Black-Scholes option-pricing model based on the estimated value of the underlying common stock at the valuation measurement date, the remaining contractual term of the warrants, risk-free interest rates, expected dividends and expected volatility of the price of the underlying common stock. The fair value of the warrant liability was $38.7 million at March 31, 2014 and the Company recorded a loss of $5.5 million for the three months ended March 31, 2014 and a gain of $4.4 million for the three months ended March 31, 2013 which is included in other income (expense), net in the consolidated statement of operations and comprehensive loss. | ||||||||||||||||
Segment Reporting | ||||||||||||||||
Operating segments are components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker for purposes of making decisions regarding resource allocation and assessing performance. To date, we have viewed our operations and managed our business as one segment operating primarily in the United States. | ||||||||||||||||
Fair value measurements | ||||||||||||||||
We have certain financial assets and liabilities recorded at fair value which have been classified as Level 1, 2 or 3 within the fair value hierarchy as described in the accounting standards for fair value measurements. | ||||||||||||||||
The authoritative guidance for fair value measurements defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or the most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact. The guidance prioritizes the inputs used in measuring fair value into the following hierarchy: | ||||||||||||||||
• | Level 1- Quoted prices (unadjusted) in active markets for identical assets or liabilities; | |||||||||||||||
• | Level 2- Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and | |||||||||||||||
• | Level 3- Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing. | |||||||||||||||
The following table summarizes the assets and liabilities measured at fair value on a recurring basis (in thousands): | ||||||||||||||||
March 31, | Level 1 | Level 2 | Level 3 | |||||||||||||
2014 | ||||||||||||||||
Assets | ||||||||||||||||
Cash and cash equivalents | $ | 8,317 | $ | 3,659 | $ | 4,658 | $ | — | ||||||||
Short-term investments | 45,058 | — | 45,058 | — | ||||||||||||
$ | 53,375 | $ | 3,659 | $ | 49,716 | $ | — | |||||||||
Liabilities | ||||||||||||||||
Warrant liability | $ | 38,736 | $ | — | $ | — | $ | 38,736 | ||||||||
$ | 38,736 | $ | — | $ | — | $ | 38,736 | |||||||||
December 31, | Level 1 | Level 2 | Level 3 | |||||||||||||
2013 | ||||||||||||||||
Assets | ||||||||||||||||
Cash and cash equivalents | $ | 14,235 | $ | 12,431 | $ | 1,804 | $ | — | ||||||||
Short-term investments | 47,835 | — | 47,835 | — | ||||||||||||
$ | 62,070 | $ | 12,431 | $ | 49,639 | $ | — | |||||||||
Liabilities | ||||||||||||||||
Warrant liability | $ | 33,407 | $ | — | $ | — | $ | 33,407 | ||||||||
$ | 33,407 | $ | — | $ | — | $ | 33,407 | |||||||||
The Company’s investments in Level 1 assets are valued based on publicly available quoted market prices for identical securities as of March 31, 2014. The Company determines the fair value of Level 2 related securities with the aid of valuations provided by third parties using proprietary valuation models and analytical tools. These valuation models and analytical tools use market pricing or prices for similar instruments that are both objective and publicly available, including matrix pricing or reported trades, benchmark yields, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids and/or offers. There were no transfers between fair value measurement levels during the three months ended March 31, 2014. | ||||||||||||||||
The following table presents a rollforward of the fair value of the warrant liability which includes Level 3 measurements (in thousands): | ||||||||||||||||
Fair Value Measurements at Reporting Date Using Significant Unobservable Inputs (Level 3) | ||||||||||||||||
Warrant liability: | ||||||||||||||||
Balance at January 1, 2013 | $ | — | ||||||||||||||
Fair value upon reclassification of balance as of January 1, 2013 | 16,194 | |||||||||||||||
Change in fair value of warrant liability | 19,799 | |||||||||||||||
included in net loss | ||||||||||||||||
Fair value of warrants exercised | (2,586 | ) | ||||||||||||||
Balance at December 31, 2013 | 33,407 | |||||||||||||||
Change in fair value of warrant liability included in net loss | 5,475 | |||||||||||||||
Fair value of warrants exercised | (146 | ) | ||||||||||||||
Balance at March 31, 2014 | $ | 38,736 | ||||||||||||||
The Company estimates the fair value of warrants at the time of issuance and subsequent remeasurement using the Black-Scholes option-pricing model at each reporting date, using the following inputs: the risk-free interest rates; the expected dividend rates; the remaining expected life of the warrants; and the expected volatility of the price of the underlying common stock. The estimates are based, in part, on subjective assumptions and could differ materially in the future. Changes to these assumptions as well as the Company’s estimated stock price on the reporting date can have a significant impact on the fair value of the warrants. | ||||||||||||||||
The following assumptions were used in the Black-Scholes option-pricing model to determine the fair value of the warrant liability: | ||||||||||||||||
31-Mar-14 | 31-Dec-13 | |||||||||||||||
2011 Warrants | 2012 Warrants | 2011 Warrants | 2012 Warrants | |||||||||||||
Risk-free interest rate | 1.1 | % | 1.5 | % | 1.2 | % | 1.6 | % | ||||||||
Volatility | 112.9 | % | 116.8 | % | 112 | % | 115.9 | % | ||||||||
Dividend yield | — | — | — | — | ||||||||||||
Expected life in years | 2 | 3.7 | 2.3 | 3.9 | ||||||||||||
Net loss per share | ||||||||||||||||
Net loss per share is calculated by dividing the net loss of the Company by the weighted average number of shares of common stock outstanding during the year. The following table presents potentially dilutive securities not included in the calculation of diluted net loss per share because to do so would be anti-dilutive: | ||||||||||||||||
Three Months Ended | ||||||||||||||||
March 31, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Common stock options | 222,762 | — | ||||||||||||||
Common stock warrants | 1,652,080 | — | ||||||||||||||
Total | 1,874,842 | — | ||||||||||||||
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2014 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | ' |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our consolidated financial position or results of operations upon adoption. |
Investments
Investments | 3 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | |||||||||||
Investments | ' | |||||||||||
Investments | ||||||||||||
The following tables summarize our short-term investments (dollars in thousands): | ||||||||||||
As of March 31, 2014 | ||||||||||||
Maturity (in years) | Amortized cost | Gross unrealized gains | Gross unrealized losses | Estimated fair value | ||||||||
Government sponsored enterprise(1) | 2 years or less | 2,000 | — | (3 | ) | 1,997 | ||||||
Corporate debt securities(1) | 2 years or less | 35,571 | 4 | (13 | ) | 35,562 | ||||||
Commercial paper(1) | 1 year or less | 7,491 | 8 | — | 7,499 | |||||||
45,062 | 12 | (16 | ) | 45,058 | ||||||||
As of December 31, 2013 | ||||||||||||
Maturity (in years) | Amortized cost | Gross unrealized gains | Gross unrealized losses | Estimated fair value | ||||||||
Government sponsored enterprise (1) | 2 years or less | 3,001 | — | (3 | ) | 2,998 | ||||||
Corporate debt securities(1) | 2 years or less | 31,319 | — | (22 | ) | 31,297 | ||||||
Commercial paper(1) | 1 year or less | 8,485 | 12 | — | 8,497 | |||||||
Guaranteed investment certificates(2) | 1 year or less | 5,046 | — | (3 | ) | 5,043 | ||||||
47,851 | 12 | (28 | ) | 47,835 | ||||||||
(1) Investments are designated as available-for-sale investments. | ||||||||||||
(2) Investments are designated as trading investments. | ||||||||||||
Unrealized gains and losses on available-for-sale securities are included as a component of comprehensive loss. At March 31, 2014, there were several securities in unrealized loss positions. These securities have not been in a continuous unrealized loss position for more than 12 months. The Company does not intend to sell these investments and it is not more likely than not that the Company will be required to sell these investments before recovery of their amortized cost basis which may be at maturity. The Company reviews its investments to identify and evaluate investments that have an indication of possible other-than-temporary impairment. Factors considered in determining whether a loss is other-than-temporary include the length of time and extent to which fair value has been less than the cost basis, the financial condition and near-term prospects of the investee, and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. |
Other_current_assets
Other current assets | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | |||||||
Other current assets | ' | |||||||
Other current assets | ||||||||
Other current assets consisted of the following (in thousands): | ||||||||
March 31 | December 31 | |||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Refundable research and development tax credits | $ | 861 | $ | 809 | ||||
Interest and other receivables | 301 | 306 | ||||||
Prepaid expenses | 1,089 | 667 | ||||||
Commodity taxes and other | 251 | 227 | ||||||
Other | 160 | 136 | ||||||
$ | 2,662 | $ | 2,145 | |||||
Property_and_Equipment_net
Property and Equipment, net | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property and Equipment, net | ' | |||||||
Property and equipment, net | ||||||||
Property and equipment consisted of the following (in thousands): | ||||||||
March 31 | December 31 | |||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Computer equipment | $ | 305 | $ | 1,534 | ||||
Office and other equipment | 43 | 122 | ||||||
Laboratory equipment | — | 1,794 | ||||||
Leasehold improvements | 42 | 53 | ||||||
$ | 390 | $ | 3,503 | |||||
Less: Accumulated depreciation | (115 | ) | (3,181 | ) | ||||
$ | 275 | $ | 322 | |||||
The Company incurred depreciation expense of $78,000 and $22,000 for the three months ended March 31, 2014 and 2013, respectively. During the three months ended March 31, 2014, in connection with the Company's closure of its Canadian office as described further in Note 8, the Company disposed of several fully depreciated assets with a gross book value of $3.2 million that were no longer in use. |
Accounts_payable_and_accrued_l
Accounts payable and accrued liabilities | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Accounts payable and accrued liabilities | ' | |||||||
Accounts payable and accrued liabilities | ||||||||
Accounts payable and accrued liabilities consisted of the following (in thousands): | ||||||||
31-Mar | 31-Dec | |||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Accounts payable | $ | 546 | $ | 1,302 | ||||
Accrued expenses | 2,809 | 2,335 | ||||||
Accrued compensation and benefits | 628 | 1,608 | ||||||
$ | 3,983 | $ | 5,245 | |||||
Restructuring
Restructuring | 3 Months Ended | |||||
Mar. 31, 2014 | ||||||
Restructuring and Related Activities [Abstract] | ' | |||||
Restructuring | ' | |||||
Restructuring | ||||||
On October 1, 2013, the Company announced a plan to terminate approximately 75% of its total workforce in connection with the closing of its Montreal, Quebec and Princeton, New Jersey offices (the "Restructuring") due to the consolidation of Company operations to the San Diego facility. Restructuring activities were reported as a separate line item in the accompanying consolidated statement of operations and comprehensive loss and were comprised of the following components (in thousands): | ||||||
Balance as of October 1, 2013 | $ | — | ||||
Charges against the accrual | 1,025 | |||||
Payments | (729 | ) | ||||
Balance as of December 31, 2013 | 296 | |||||
Charges against the accrual | 334 | |||||
Payments | (630 | ) | ||||
Balance as of March 31, 2014 | — | |||||
The restructuring activities associated with the office closures are substantially complete as of March 31, 2014, and all restructuring costs incurred through March 31, 2014 have been paid to date. |
Warrants
Warrants | 3 Months Ended | |||||||||
Mar. 31, 2014 | ||||||||||
Equity [Abstract] | ' | |||||||||
Warrants | ' | |||||||||
Warrants | ||||||||||
As of March 31, 2014 the following warrants for common stock were issued and outstanding: | ||||||||||
Issue date | Expiration date | Exercise price (stated in US Dollars as of March 31, 2014) | Number of warrants outstanding | |||||||
April 4, 2011 | April 4, 2016 | $ | 6.75 | 1,461,541 | ||||||
November 21, 2012 | November 21, 2017 | $ | 7.87 | 1,067,792 | ||||||
2,529,333 | ||||||||||
On April 4, 2011 and November 21, 2012 the Company completed private placement financing transactions which resulted in the issuance of common stock warrants. The April 4, 2011 common stock warrants were issued with an exercise price of CND$7.46 and the November 21, 2012 common stock warrants were issued with an exercise price of CND$8.70. | ||||||||||
During the three months ended March 31, 2014, November 2012 warrants for 10,344 shares of the Company's common stock were exercised via a cashless exercise and the Company issued a net of 5,344 shares. |
Stockbased_compensation
Stock-based compensation | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||
Stock-based compensation | ' | |||||||
Stock-based compensation | ||||||||
Total stock-based compensation expense by operating statement classification is presented below (in thousands): | ||||||||
Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
Research and development expense | $ | 488 | $ | 141 | ||||
General and administrative expense | 458 | 321 | ||||||
$ | 946 | $ | 462 | |||||
During the three months ended March 31, 2014, 23,307 shares were issued pursuant to stock option exercises amounting to net proceeds of $0.3 million. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | |
Mar. 31, 2014 | ||
Accounting Policies [Abstract] | ' | |
Basis of Presentation | ' | |
Basis of Presentation | ||
The unaudited consolidated financial statements contained in this Quarterly Report on Form 10-Q have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC") and, therefore, certain information and disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP") have been omitted. | ||
In the opinion of management, the information reflects all adjustments necessary to make the results of operations for the interim periods a fair statement of such operations. All such adjustments are of a normal recurring nature. Interim results are not necessarily indicative of results for the full year. The consolidated balance sheet at December 31, 2013 has been derived from the audited consolidated financial statements at that date, but does not include all information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. These unaudited consolidated financial statements should be read in conjunction with the audited financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed with the SEC on March 17, 2014. | ||
Mirati was incorporated under the laws of the State of Delaware on April 29, 2013. The Company was created to enter into an arrangement agreement described below. | ||
On May 8, 2013, the Company’s Board of Directors approved and the Company entered into an arrangement agreement with MethylGene. Subject to the terms and conditions of the arrangement agreement, which was consummated on June 28, 2013, the shareholders of MethylGene received one share of the Company’s common stock in exchange for every 50 common shares of MethylGene, which had the effect of a 50 for 1 reverse split of MethylGene’s common shares pursuant to a court-approved plan of arrangement under Section 192 of the Canada Business Corporations Act. Such transaction is referred to herein as the “Arrangement”. In addition, all outstanding options and warrants to purchase common shares of MethylGene became exercisable on a 50-for-1 basis for shares of the Company’s common stock, and a proportionate adjustment was made to the exercise price, as applicable. The accompanying financial statements and notes to the financial statements give retroactive effect to the reverse split of our common stock for all periods presented. Upon completion of the Arrangement, MethylGene became the Company’s wholly-owned subsidiary. The shares of the Company’s common stock issued at the closing of the Arrangement were issued in reliance upon the exemption from registration under Section 3(A)(10) of the Securities Act of 1933, as amended. | ||
These condensed interim consolidated financial statements are presented in U.S. dollars, which effective January 1, 2013, is also the functional currency of the Company. | ||
Use of Estimates | ' | |
Use of Estimates | ||
The preparation of the Company's unaudited consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. | ||
Reported amounts and note disclosures reflect the overall economic conditions that are most likely to occur and anticipated measures management intends to take. Actual results could differ materially from those estimates. Estimates and assumptions are reviewed quarterly. All revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. | ||
Cash and Cash Equivalents | ' | |
Cash and cash equivalents consist of cash and highly liquid securities with original maturities at the date of acquisition of ninety days or less. | ||
Marketable Securities | ' | |
Investments with an original maturity of more than ninety days are considered short-term investments and have been classified by management as available-for-sale. These investments are classified as current assets, even though the stated maturity date may be one year or more beyond the current balance sheet date, which reflects management’s intention to use the proceeds from sales of these securities to fund its operations, as necessary. Such investments are carried at fair value, with unrealized gains and losses included as a separate component of stockholders’ equity. Realized gains and losses from the sale of available-for-sale securities or the amounts, net of tax, reclassified out of accumulated other comprehensive income, if any, are determined on a specific identification basis. | ||
Foreign Currency Transactions | ' | |
Foreign Currency Transactions | ||
Foreign currency transactions are initially recorded by the Company using the exchange rates prevailing at the date of the transaction. At the balance sheet date, monetary assets and liabilities denominated in foreign currencies are translated at the period-end rates of exchange. Non-monetary assets and liabilities are translated at the historical exchange rates. Exchange gains and losses arising from the translation of foreign currency items are included in other income (expense), net in the consolidated statements of operations and comprehensive loss. | ||
Reclassification of Warrants | ' | |
Reclassification of Warrants | ||
In 2011 and 2012, Methylgene issued common stock warrants in connection with the issuance of common stock through private placements (referred to as the 2011 Warrants and the 2012 Warrants). The exercise prices of the 2011 and 2012 Warrants were denominated in Canadian dollars. Upon the issuance of the 2011 and 2012 Warrants, the net proceeds were allocated to common stock and warrants based on their relative fair values, and the fair value of the issued common stock warrants was calculated utilizing the Black-Scholes option-pricing model. The allocated fair value was then recorded as warrants within stockholders’ equity on the consolidated balance sheet. | ||
Effective January 1, 2013, the Company changed its functional currency which changed how the 2011 and 2012 warrants are accounted for as they continue to have exercise prices denominated in Canadian dollars. Upon the change in functional currency, the warrants were classified as a current liability and a warrant liability of $16.2 million was recorded which represents the fair market value of the warrants at that date in accordance with Accounting Standards Codification, or ASC, 815, “Derivatives and Hedging”. The initial fair value recorded as warrants within stockholders’ equity of $11.2 million was reversed. The change in fair value related to periods prior to January 1, 2013 of $5.0 million was recorded as an adjustment to accumulated deficit. At each reporting period subsequent to January 1, 2013, the fair value of the warrant liability is recalculated and any corresponding increase or decrease to the warrant liability is recorded as a component of other income (expense), net on the consolidated statement of operations and comprehensive loss. The estimated fair value is determined using the Black-Scholes option-pricing model based on the estimated value of the underlying common stock at the valuation measurement date, the remaining contractual term of the warrants, risk-free interest rates, expected dividends and expected volatility of the price of the underlying common stock. | ||
Segment Reporting | ' | |
Segment Reporting | ||
Operating segments are components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker for purposes of making decisions regarding resource allocation and assessing performance. To date, we have viewed our operations and managed our business as one segment operating primarily in the United States. | ||
Fair value measurements | ' | |
Fair value measurements | ||
We have certain financial assets and liabilities recorded at fair value which have been classified as Level 1, 2 or 3 within the fair value hierarchy as described in the accounting standards for fair value measurements. | ||
The authoritative guidance for fair value measurements defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or the most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact. The guidance prioritizes the inputs used in measuring fair value into the following hierarchy: | ||
• | Level 1- Quoted prices (unadjusted) in active markets for identical assets or liabilities; | |
• | Level 2- Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and | |
• | Level 3- Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing. | |
Fair Value of Financial Instruments | ' | |
The Company’s investments in Level 1 assets are valued based on publicly available quoted market prices for identical securities as of March 31, 2014. The Company determines the fair value of Level 2 related securities with the aid of valuations provided by third parties using proprietary valuation models and analytical tools. These valuation models and analytical tools use market pricing or prices for similar instruments that are both objective and publicly available, including matrix pricing or reported trades, benchmark yields, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids and/or offers. There were no transfers between fair value measurement levels during the three months ended March 31, 2014. | ||
The Company estimates the fair value of warrants at the time of issuance and subsequent remeasurement using the Black-Scholes option-pricing model at each reporting date, using the following inputs: the risk-free interest rates; the expected dividend rates; the remaining expected life of the warrants; and the expected volatility of the price of the underlying common stock. The estimates are based, in part, on subjective assumptions and could differ materially in the future. Changes to these assumptions as well as the Company’s estimated stock price on the reporting date can have a significant impact on the fair value of the warrants. | ||
Net loss per share | ' | |
Net loss per share | ||
Net loss per share is calculated by dividing the net loss of the Company by the weighted average number of shares of common stock outstanding during the year. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||||
Schedule of Prior Period Adjustments | ' | |||||||||||||||
A summary of the impact of the correction of the error on the diluted loss per share amounts follows: | ||||||||||||||||
Three Months Ended | ||||||||||||||||
March 31, | ||||||||||||||||
2013 | ||||||||||||||||
Diluted loss per share - as originally reported | $ | (0.42 | ) | |||||||||||||
Difference in diluted loss per share | (0.26 | ) | ||||||||||||||
Diluted loss per share - restated | $ | (0.68 | ) | |||||||||||||
The following tables illustrate a reconciliation of the components of the numerator and denominator included in the calculations of diluted loss per share noted above. (in thousands except share and per share amounts): | ||||||||||||||||
Diluted loss per share | Three Months Ended | |||||||||||||||
Numerator | March 31, | |||||||||||||||
2013 | ||||||||||||||||
As originally reported- Net loss | $ | (4,217 | ) | |||||||||||||
Correction - reflect adjustment for change in warrant liability | (2,633 | ) | ||||||||||||||
Numerator for use in diluted loss per share, as restated | $ | (6,850 | ) | |||||||||||||
Denominator | ||||||||||||||||
As originally reported - weighted average common shares used to compute net loss per share | 9,957,739 | |||||||||||||||
Add correct effect of dilutive warrants | 120,493 | |||||||||||||||
Denominator, as restated | 10,078,232 | |||||||||||||||
Schedule of assets and liabilities that are measured at fair value on a recurring basis | ' | |||||||||||||||
The following table summarizes the assets and liabilities measured at fair value on a recurring basis (in thousands): | ||||||||||||||||
March 31, | Level 1 | Level 2 | Level 3 | |||||||||||||
2014 | ||||||||||||||||
Assets | ||||||||||||||||
Cash and cash equivalents | $ | 8,317 | $ | 3,659 | $ | 4,658 | $ | — | ||||||||
Short-term investments | 45,058 | — | 45,058 | — | ||||||||||||
$ | 53,375 | $ | 3,659 | $ | 49,716 | $ | — | |||||||||
Liabilities | ||||||||||||||||
Warrant liability | $ | 38,736 | $ | — | $ | — | $ | 38,736 | ||||||||
$ | 38,736 | $ | — | $ | — | $ | 38,736 | |||||||||
December 31, | Level 1 | Level 2 | Level 3 | |||||||||||||
2013 | ||||||||||||||||
Assets | ||||||||||||||||
Cash and cash equivalents | $ | 14,235 | $ | 12,431 | $ | 1,804 | $ | — | ||||||||
Short-term investments | 47,835 | — | 47,835 | — | ||||||||||||
$ | 62,070 | $ | 12,431 | $ | 49,639 | $ | — | |||||||||
Liabilities | ||||||||||||||||
Warrant liability | $ | 33,407 | $ | — | $ | — | $ | 33,407 | ||||||||
$ | 33,407 | $ | — | $ | — | $ | 33,407 | |||||||||
Schedule of rollforward of the fair value of the liability which includes Level 3 measurements | ' | |||||||||||||||
The following table presents a rollforward of the fair value of the warrant liability which includes Level 3 measurements (in thousands): | ||||||||||||||||
Fair Value Measurements at Reporting Date Using Significant Unobservable Inputs (Level 3) | ||||||||||||||||
Warrant liability: | ||||||||||||||||
Balance at January 1, 2013 | $ | — | ||||||||||||||
Fair value upon reclassification of balance as of January 1, 2013 | 16,194 | |||||||||||||||
Change in fair value of warrant liability | 19,799 | |||||||||||||||
included in net loss | ||||||||||||||||
Fair value of warrants exercised | (2,586 | ) | ||||||||||||||
Balance at December 31, 2013 | 33,407 | |||||||||||||||
Change in fair value of warrant liability included in net loss | 5,475 | |||||||||||||||
Fair value of warrants exercised | (146 | ) | ||||||||||||||
Balance at March 31, 2014 | $ | 38,736 | ||||||||||||||
Schedule of assumptions used to calculate fair value of the liability | ' | |||||||||||||||
The following assumptions were used in the Black-Scholes option-pricing model to determine the fair value of the warrant liability: | ||||||||||||||||
31-Mar-14 | 31-Dec-13 | |||||||||||||||
2011 Warrants | 2012 Warrants | 2011 Warrants | 2012 Warrants | |||||||||||||
Risk-free interest rate | 1.1 | % | 1.5 | % | 1.2 | % | 1.6 | % | ||||||||
Volatility | 112.9 | % | 116.8 | % | 112 | % | 115.9 | % | ||||||||
Dividend yield | — | — | — | — | ||||||||||||
Expected life in years | 2 | 3.7 | 2.3 | 3.9 | ||||||||||||
Schedule of potentially dilutive securities not included in the calculation of diluted net loss per share because to do so would be anti-dilutive | ' | |||||||||||||||
The following table presents potentially dilutive securities not included in the calculation of diluted net loss per share because to do so would be anti-dilutive: | ||||||||||||||||
Three Months Ended | ||||||||||||||||
March 31, | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Common stock options | 222,762 | — | ||||||||||||||
Common stock warrants | 1,652,080 | — | ||||||||||||||
Total | 1,874,842 | — | ||||||||||||||
Investments_Tables
Investments (Tables) | 3 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | |||||||||||
Schedule of Available-for-sale and Trading Securities Reconciliation | ' | |||||||||||
The following tables summarize our short-term investments (dollars in thousands): | ||||||||||||
As of March 31, 2014 | ||||||||||||
Maturity (in years) | Amortized cost | Gross unrealized gains | Gross unrealized losses | Estimated fair value | ||||||||
Government sponsored enterprise(1) | 2 years or less | 2,000 | — | (3 | ) | 1,997 | ||||||
Corporate debt securities(1) | 2 years or less | 35,571 | 4 | (13 | ) | 35,562 | ||||||
Commercial paper(1) | 1 year or less | 7,491 | 8 | — | 7,499 | |||||||
45,062 | 12 | (16 | ) | 45,058 | ||||||||
As of December 31, 2013 | ||||||||||||
Maturity (in years) | Amortized cost | Gross unrealized gains | Gross unrealized losses | Estimated fair value | ||||||||
Government sponsored enterprise (1) | 2 years or less | 3,001 | — | (3 | ) | 2,998 | ||||||
Corporate debt securities(1) | 2 years or less | 31,319 | — | (22 | ) | 31,297 | ||||||
Commercial paper(1) | 1 year or less | 8,485 | 12 | — | 8,497 | |||||||
Guaranteed investment certificates(2) | 1 year or less | 5,046 | — | (3 | ) | 5,043 | ||||||
47,851 | 12 | (28 | ) | 47,835 | ||||||||
(1) Investments are designated as available-for-sale investments. | ||||||||||||
(2) Investments are designated as trading investments. |
Other_current_assets_Tables
Other current assets (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | |||||||
Schedule of other current assets | ' | |||||||
Other current assets consisted of the following (in thousands): | ||||||||
March 31 | December 31 | |||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Refundable research and development tax credits | $ | 861 | $ | 809 | ||||
Interest and other receivables | 301 | 306 | ||||||
Prepaid expenses | 1,089 | 667 | ||||||
Commodity taxes and other | 251 | 227 | ||||||
Other | 160 | 136 | ||||||
$ | 2,662 | $ | 2,145 | |||||
Property_and_Equipment_net_Tab
Property and Equipment, net (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Schedule of Property and Equipment | ' | |||||||
Property and equipment consisted of the following (in thousands): | ||||||||
March 31 | December 31 | |||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Computer equipment | $ | 305 | $ | 1,534 | ||||
Office and other equipment | 43 | 122 | ||||||
Laboratory equipment | — | 1,794 | ||||||
Leasehold improvements | 42 | 53 | ||||||
$ | 390 | $ | 3,503 | |||||
Less: Accumulated depreciation | (115 | ) | (3,181 | ) | ||||
$ | 275 | $ | 322 | |||||
Accounts_payable_and_accrued_l1
Accounts payable and accrued liabilities (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Schedule of accounts payable and accrued liabilities | ' | |||||||
Accounts payable and accrued liabilities consisted of the following (in thousands): | ||||||||
31-Mar | 31-Dec | |||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Accounts payable | $ | 546 | $ | 1,302 | ||||
Accrued expenses | 2,809 | 2,335 | ||||||
Accrued compensation and benefits | 628 | 1,608 | ||||||
$ | 3,983 | $ | 5,245 | |||||
Restructuring_Tables
Restructuring (Tables) | 3 Months Ended | |||||
Mar. 31, 2014 | ||||||
Restructuring and Related Activities [Abstract] | ' | |||||
Schedule of Restructuring and Related Costs | ' | |||||
Restructuring activities were reported as a separate line item in the accompanying consolidated statement of operations and comprehensive loss and were comprised of the following components (in thousands): | ||||||
Balance as of October 1, 2013 | $ | — | ||||
Charges against the accrual | 1,025 | |||||
Payments | (729 | ) | ||||
Balance as of December 31, 2013 | 296 | |||||
Charges against the accrual | 334 | |||||
Payments | (630 | ) | ||||
Balance as of March 31, 2014 | — | |||||
Warrants_Tables
Warrants (Tables) | 3 Months Ended | |||||||||
Mar. 31, 2014 | ||||||||||
Equity [Abstract] | ' | |||||||||
Schedule of Warrants Issued and Outstanding | ' | |||||||||
As of March 31, 2014 the following warrants for common stock were issued and outstanding: | ||||||||||
Issue date | Expiration date | Exercise price (stated in US Dollars as of March 31, 2014) | Number of warrants outstanding | |||||||
April 4, 2011 | April 4, 2016 | $ | 6.75 | 1,461,541 | ||||||
November 21, 2012 | November 21, 2017 | $ | 7.87 | 1,067,792 | ||||||
2,529,333 | ||||||||||
Stockbased_compensation_Tables
Stock-based compensation (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||
Schedule of Employee Service Share-based Compensation Allocation | ' | |||||||
Total stock-based compensation expense by operating statement classification is presented below (in thousands): | ||||||||
Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
Research and development expense | $ | 488 | $ | 141 | ||||
General and administrative expense | 458 | 321 | ||||||
$ | 946 | $ | 462 | |||||
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Narrative (Details) (USD $) | 3 Months Ended | 0 Months Ended | |||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Jan. 02, 2013 | Jun. 28, 2013 | |
MethylGene | |||||
Basis of Presentation [Line Items] | ' | ' | ' | ' | ' |
Ratio of reverse split of the common shares | ' | ' | ' | ' | 50 |
Exercisable ratio of outstanding options and warrants | ' | ' | ' | ' | 50 |
Marketable Securities | ' | ' | ' | ' | ' |
Minimum original maturity period of marketable securities | '90 days | ' | ' | ' | ' |
Foreign Currency Transactions | ' | ' | ' | ' | ' |
Net foreign exchange (losses) gains recognized in other income (expense) | ($300,000) | ($600,000) | ' | ' | ' |
Reclassification of Warrants | ' | ' | ' | ' | ' |
Warrant liability | 38,736,000 | ' | 33,407,000 | 16,200,000 | ' |
Initial fair value of warrants recorded within stockholders equity that was reversed | ' | ' | ' | 11,200,000 | ' |
Change in fair value related to periods prior to January 1, 2013 recorded as an increase to accumulated deficit | ' | ' | ' | -5,000,000 | ' |
Loss (gain) from change in fair value of warrant liability included in net loss | $5,475,000 | ($4,371,000) | ' | ' | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Restatement (Details) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Diluted net loss per share (in dollars per share) | ($1.01) | ($0.68) |
Net loss | ' | ($6,850) |
Weighted average number of shares used in computing net loss per share, diluted (shares) | 13,457,400 | 10,078,232 |
Previously Reported | ' | ' |
Diluted net loss per share (in dollars per share) | ' | ($0.42) |
Net loss | ' | -4,217 |
Weighted average number of shares used in computing net loss per share, diluted (shares) | ' | 9,957,739 |
Restatement Adjustment | ' | ' |
Diluted net loss per share (in dollars per share) | ' | ($0.26) |
Net loss | ' | ($2,633) |
Weighted average number of shares used in computing net loss per share, diluted (shares) | ' | 120,493 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Fair Value Measurements (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Jan. 02, 2013 |
In Thousands, unless otherwise specified | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' |
Warrant liability | $38,736 | $33,407 | $16,200 |
Recurring basis | Total | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' |
Cash and cash equivalents | 8,317 | 14,235 | ' |
Short-term investments | 45,058 | 47,835 | ' |
Assets | 53,375 | 62,070 | ' |
Warrant liability | 38,736 | 33,407 | ' |
Liabilities | 38,736 | 33,407 | ' |
Recurring basis | Level 1 | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' |
Cash and cash equivalents | 3,659 | 12,431 | ' |
Short-term investments | 0 | 0 | ' |
Assets | 3,659 | 12,431 | ' |
Warrant liability | 0 | 0 | ' |
Liabilities | 0 | 0 | ' |
Recurring basis | Level 2 | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' |
Cash and cash equivalents | 4,658 | 1,804 | ' |
Short-term investments | 45,058 | 47,835 | ' |
Assets | 49,716 | 49,639 | ' |
Warrant liability | 0 | 0 | ' |
Liabilities | 0 | 0 | ' |
Recurring basis | Level 3 | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' |
Cash and cash equivalents | 0 | 0 | ' |
Short-term investments | 0 | 0 | ' |
Assets | 0 | 0 | ' |
Warrant liability | 38,736 | 33,407 | ' |
Liabilities | $38,736 | $33,407 | ' |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies - Change in Warrant Liability (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 |
Common stock warrants | Common stock warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' |
Balance at beginning of period | ' | ' | $33,407 | $0 |
Fair value upon reclassification of balance as of January 1, 2013 | ' | ' | ' | 16,194 |
Change in fair value of warrant liability | 5,475 | -4,371 | 5,475 | 19,799 |
Fair value of warrants exercised | ' | ' | -146 | -2,586 |
Balance at end of period | ' | ' | $38,736 | $33,407 |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies - Fair Value Assumptions (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
2011 Warrants | ' | ' |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ' | ' |
Risk-free interest rate (as a percent) | 1.10% | 1.20% |
Volatility (as a percent) | 112.90% | 112.00% |
Dividend yield (as a percent) | 0.00% | 0.00% |
Expected life in years | '2 years | '2 years 3 months 18 days |
2012 Warrants | ' | ' |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ' | ' |
Risk-free interest rate (as a percent) | 1.50% | 1.60% |
Volatility (as a percent) | 116.80% | 115.90% |
Dividend yield (as a percent) | 0.00% | 0.00% |
Expected life in years | '3 years 8 months 12 days | '3 years 10 months 24 days |
Summary_of_Significant_Account8
Summary of Significant Accounting Policies - Net Loss per Share (Details) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive securities | 1,874,842 | 0 |
Common stock options | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive securities | 222,762 | 0 |
Common stock warrants | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive securities | 1,652,080 | 0 |
Investments_Details
Investments (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 | ||
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ||
Available-for-sale, Amortized cost | $45,062 | ' | ||
Available-for-sale, Gross unrealized gain | 12 | ' | ||
Available-for-sale, Gross unrealized losses | -16 | ' | ||
Available-for-sale, Estimated fair value | 45,058 | ' | ||
Amortized cost | ' | 47,851 | ||
Gross unrealized gains | ' | 12 | ||
Gross unrealized losses | ' | -28 | ||
Estimated fair value | ' | 47,835 | ||
Government sponsored enterprise | ' | ' | ||
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ||
Available-for-sale, Maximum maturity period | '2 years | '2 years | ||
Available-for-sale, Amortized cost | 2,000 | [1] | 3,001 | [1] |
Available-for-sale, Gross unrealized gain | 0 | [1] | 0 | [1] |
Available-for-sale, Gross unrealized losses | -3 | [1] | -3 | [1] |
Available-for-sale, Estimated fair value | 1,997 | [1] | 2,998 | [1] |
Corporate debt securities | ' | ' | ||
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ||
Available-for-sale, Maximum maturity period | '2 years | '2 years | ||
Available-for-sale, Amortized cost | 35,571 | [1] | 31,319 | [1] |
Available-for-sale, Gross unrealized gain | 4 | [1] | 0 | [1] |
Available-for-sale, Gross unrealized losses | -13 | [1] | -22 | [1] |
Available-for-sale, Estimated fair value | 35,562 | [1] | 31,297 | [1] |
Commercial paper | ' | ' | ||
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ||
Available-for-sale, Maximum maturity period | '1 year | '1 year | ||
Available-for-sale, Amortized cost | 7,491 | [1] | 8,485 | [1] |
Available-for-sale, Gross unrealized gain | 8 | [1] | 12 | [1] |
Available-for-sale, Gross unrealized losses | 0 | [1] | 0 | [1] |
Available-for-sale, Estimated fair value | 7,499 | [1] | 8,497 | [1] |
Guaranteed investment certificates | ' | ' | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ' | ' | ||
Trading, Maximum maturity period | ' | '1 year | ||
Trading, Amortized cost | ' | 5,046 | [2] | |
Trading, Gross unrealized gains | ' | 0 | [2] | |
Trading, Gross unrealized losses | ' | -3 | [2] | |
Trading, Estimated fair value | ' | $5,043 | [2] | |
[1] | Investments are designated as available-for-sale investments. | |||
[2] | Investments are designated as trading investments. |
Other_current_assets_Details
Other current assets (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | ' |
Refundable research and development tax credits | $861 | $809 |
Interest and other receivables | 301 | 306 |
Prepaid expenses | 1,089 | 667 |
Commodity taxes and other | 251 | 227 |
Other | 160 | 136 |
Other current assets | $2,662 | $2,145 |
Property_and_Equipment_net_Det
Property and Equipment, net (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, Gross | $390,000 | ' | $3,503,000 |
Less: Accumulated depreciation | -115,000 | ' | -3,181,000 |
Property and equipment, Net | 275,000 | ' | 322,000 |
Depreciation of property and equipment | 78,000 | 22,000 | ' |
Property plant and equipment disposed of | 3,200,000 | ' | ' |
Computer equipment | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, Gross | 305,000 | ' | 1,534,000 |
Office and other equipment | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, Gross | 43,000 | ' | 122,000 |
Laboratory equipment | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, Gross | 0 | ' | 1,794,000 |
Leasehold improvements | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, Gross | $42,000 | ' | $53,000 |
Accounts_payable_and_accrued_l2
Accounts payable and accrued liabilities (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Payables and Accruals [Abstract] | ' | ' |
Accounts payable | $546 | $1,302 |
Accrued expenses | 2,809 | 2,335 |
Accrued compensation and benefits | 628 | 1,608 |
Total accounts payable and accrued liabilities | $3,983 | $5,245 |
Restructuring_Details
Restructuring (Details) (USD $) | 0 Months Ended | 3 Months Ended | ||
In Thousands, unless otherwise specified | Oct. 02, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 |
Restructuring and Related Activities [Abstract] | ' | ' | ' | ' |
Percent of positions eliminated | 75.00% | ' | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' |
Beginning balance | ' | $296 | $0 | ' |
Charges against the accrual | ' | 334 | 1,025 | 0 |
Payments | ' | -630 | -729 | ' |
Ending balance | ' | $0 | $296 | ' |
Warrants_Details
Warrants (Details) | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Apr. 04, 2011 | Mar. 31, 2014 | Nov. 21, 2012 |
November 21, 2012 Warrants | Private Placement April 2011 | Private Placement April 2011 | Private Placement November 2012 | Private Placement November 2012 | ||
April 4, 2011 Warrants | April 4, 2011 Warrants | November 21, 2012 Warrants | November 21, 2012 Warrants | |||
Class of Warrant or Right [Line Items] | ' | ' | ' | ' | ' | ' |
Exercise price of warrants (in dollars per share) | ' | ' | 6.75 | 7.46 | 7.87 | 8.7 |
Number of warrants outstanding | 2,529,333 | ' | 1,461,541 | ' | 1,067,792 | ' |
Warrants exercised | ' | 10,344 | ' | ' | ' | ' |
Shares of common stock issued | ' | 5,344 | ' | ' | ' | ' |
Stockbased_compensation_Detail
Stock-based compensation (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Allocated share-based compensation expense | $946,000 | $462,000 |
Shares issued | 23,307 | ' |
Cash received from exercise of options | 300,000 | ' |
Research and development expense | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Allocated share-based compensation expense | 488,000 | 141,000 |
General and administrative expense | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Allocated share-based compensation expense | $458,000 | $321,000 |