Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 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. |
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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 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 $0.2 million for the nine months ended September 30, 2014 which includes an immaterial amount for the three months ended September 30, 2014, and a gain of $0.4 million and a loss of $1.0 million for the three and nine months ended September 30, 2013 in other income (expense), net in the consolidated statement of operations and comprehensive loss. |
Reclassification of Warrants |
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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. |
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Effective January 1, 2013, the Company changed its functional currency which changed how the 2011 and 2012 warrants are accounted for as they continued 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 represented the fair market value of the warrants at that date in accordance with accounting standards. 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 change in fair value of warrant liability 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. |
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During the third quarter 2014, the Company amended the majority of its outstanding warrant agreements to allow for the warrants to be denominated in U.S. Dollars. As a result of this amendment, the amended warrants qualified for equity classification and were reclassified into stockholders’ equity at their fair value as of the amendment date, or $36.8 million. Consequently due to the equity classification, revaluations of the fair value of the amended warrants are no longer required. The warrants that did not participate in the amendment will continue to be classified as a current liability with quarterly revaluations. |
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The fair value of the warrant liability associated with the warrants that did not participate in the amendment was $0.2 million at September 30, 2014. For all of the warrants classified as liabilities during the relevant periods, the Company recorded a gain of $1.9 million and a loss of $4.5 million for the three and nine months ended September 30, 2014, respectively, and a loss of $20.6 million and a loss of $16.6 million for the three and nine months ended September 30, 2013, respectively, which are recorded as change in fair value of warrant liability in the consolidated statement of operations and comprehensive loss. |
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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, the Company has viewed its operations and managed its business as one segment operating primarily in the United States. |
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Fair value measurements |
The Company has 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: |
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• | Level 1- Quoted prices (unadjusted) in active markets for identical assets or liabilities; | | | | | | | | | | | | | | |
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• | Level 2- Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and | | | | | | | | | | | | | | |
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• | 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): |
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| September 30, | | Level 1 | | Level 2 | | Level 3 |
2014 |
Assets | | | | | | | |
Cash and cash equivalents | $ | 4,915 | | | $ | 2,362 | | | $ | 2,553 | | | $ | — | |
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Short-term investments | 32,792 | | | — | | | 32,792 | | | — | |
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| $ | 37,707 | | | $ | 2,362 | | | $ | 35,345 | | | $ | — | |
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Liabilities | | | | | | | |
Warrant liability | $ | 167 | | | $ | — | | | $ | — | | | $ | 167 | |
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| $ | 167 | | | $ | — | | | $ | — | | | $ | 167 | |
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| December 31, | | Level 1 | | Level 2 | | Level 3 |
2013 |
Assets | | | | | | | |
Cash and cash equivalents | $ | 14,235 | | | $ | 12,431 | | | $ | 1,804 | | | $ | — | |
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Short-term investments | 47,835 | | | — | | | 47,835 | | | — | |
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| $ | 62,070 | | | $ | 12,431 | | | $ | 49,639 | | | $ | — | |
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Liabilities | | | | | | | |
Warrant liability | $ | 33,407 | | | $ | — | | | $ | — | | | $ | 33,407 | |
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| $ | 33,407 | | | $ | — | | | $ | — | | | $ | 33,407 | |
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The Company’s investments in Level 1 assets are valued based on publicly available quoted market prices for identical securities as of September 30, 2014 and December 31, 2013. 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 and nine months ended September 30, 2014. |
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The following table presents a rollforward of the fair value of the warrant liability which includes Level 3 measurements (in thousands): |
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| | Fair Value Measurements at Reporting Date Using Significant Unobservable Inputs (Level 3) | | | | | | | | | | | |
Warrant liability: | | | | | | | | | | | | | |
Balance at January 1, 2013 | | $ | — | | | | | | | | | | | | |
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Fair value upon reclassification of balance as of January 1, 2013 | | 16,194 | | | | | | | | | | | | |
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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 | | | | | | | | | | | | |
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Change in fair value of warrant liability included in net loss | | 4,544 | | | | | | | | | | | | |
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Fair value of warrants exercised | | (993 | ) | | | | | | | | | | | |
Reclassification of warrants to stockholders' equity | | (36,791 | ) | | | | | | | | | | | |
Balance at September 30, 2014 | | 167 | | | | | | | | | | | | |
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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 can have a significant impact on the fair value of the warrants. |
The following assumptions were used in the Black-Scholes option-pricing model as of the warrant amendments date to determine the fair value of the warrants to reclassify into equity: |
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| | September 12, 2014 | | | | | | | | | |
| | 2011 Warrants | | 2012 Warrants | | | | | | | | | |
Risk-free interest rate | | 1.2 | % | | 1.2 | % | | | | | | | | | |
Volatility | | 108.6 | % | | 100.8 | % | | | | | | | | | |
Dividend yield | | — | | | — | | | | | | | | | | |
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Expected life in years | | 1.6 | | | 3.2 | | | | | | | | | | |
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The following assumptions were used in the Black-Scholes option-pricing model to determine the fair value of the warrant liability for all remaining 2011 warrants. All 2012 warrants were amended and did not require a valuation as of September 30, 2014. |
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| | September 30, 2014 | | 31-Dec-13 | | | | | | |
| | 2011 Warrants | | 2011 Warrants | | 2012 Warrants | | | | | | |
Risk-free interest rate | | 1.1 | % | | 1.2 | % | | 1.6 | % | | | | | | |
Volatility | | 108 | % | | 112 | % | | 115.9 | % | | | | | | |
Dividend yield | | — | | | — | | | — | | | | | | | |
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Expected life in years | | 1.5 | | | 2.3 | | | 3.9 | | | | | | | |
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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 period. 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 gain on fair value of warrant liability for the three months ended September 30, 2014 resulted in a dilutive impact as detailed further below: |
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| Three Months Ended | | | | | | | | | | | | |
September 30, 2014 | | | | | | | | | | | | |
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Numerator: | | | | | | | | | | | | | |
Net loss | $ | (8,617 | ) | | | | | | | | | | | | |
Minus: Gain on fair value of warrant liabilities | 1,907 | | | | | | | | | | | | | |
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Adjusted net loss | $ | (10,524 | ) | | | | | | | | | | | | |
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Denominator: | | | | | | | | | | | | | |
Weighted average number of shares used in computing net loss per share, basic | 13,527,113 | | | | | | | | | | | | | |
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Plus: Effect of dilutive potential common shares from warrants | 1,190,140 | | | | | | | | | | | | | |
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Weighted average number of shares used in computing net loss per share, diluted | 14,717,253 | | | | | | | | | | | | | |
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Diluted net loss per share | $ | (0.72 | ) | | | | | | | | | | | | |
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The following table presents the weighted average number of potentially dilutive securities not included in the calculation of diluted net loss per share due to the anti-dilutive effect of the securities: |
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| | Three Months Ended | | Nine Months Ended | | | |
| | 30-Sep-14 | | 30-Sep-14 | | | |
| | 2014 | | 2013 | | 2014 | | 2013 | | | |
Common stock options | | 252,678 | | | 51,393 | | | 264,723 | | | 1,436 | | | | |
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Common stock warrants | | 280,720 | | | 481,765 | | | 1,552,441 | | | 92,192 | | | | |
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Total | | 533,398 | | | 533,158 | | | 1,817,164 | | | 93,628 | | | | |
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