Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 07, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'ATRA | ' |
Entity Registrant Name | 'Atara Biotherapeutics, Inc. | ' |
Entity Central Index Key | '0001604464 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 20,212,889 |
Condensed_Combined_and_Consoli
Condensed Combined and Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets | ' | ' |
Cash and cash equivalents | $25,703 | $51,615 |
Short-term available-for-sale investments | 25,996 | ' |
Prepaid expenses and other current assets | 323 | 193 |
Total current assets | 52,022 | 51,808 |
Property and equipment, net | 14 | 8 |
Other assets | 2,084 | 12 |
Total assets | 54,120 | 51,828 |
Current liabilities: | ' | ' |
Accounts payable | 569 | 606 |
Accrued compensation | 500 | 331 |
Income tax payable | 63 | 155 |
Other accrued liabilities | 1,280 | 432 |
Total current liabilities | 2,412 | 1,524 |
Other long-term liabilities | 165 | 230 |
Total liabilities | 2,577 | 1,754 |
Commitments and contingencies (Note 5) | ' | ' |
Convertible preferred stock | 74,572 | 61,091 |
Stockholders’ deficit | ' | ' |
Common stock—$0.0001 par value, 12,003,891 and 1,509,712 shares issued and outstanding as of December 31, 2013 and September 30, 2014, respectively | ' | 1 |
Additional paid-in capital | 7,344 | 2,200 |
Notes receivable from stockholder | ' | -335 |
Accumulated other comprehensive loss | -11 | ' |
Accumulated deficit | -30,362 | -12,883 |
Total stockholders’ deficit | -23,029 | -11,017 |
Total liabilities, convertible preferred stock and stockholders’ deficit | 54,120 | 51,828 |
Series A Convertible Preferred Stock | ' | ' |
Current liabilities: | ' | ' |
Convertible preferred stock | 19,909 | 19,909 |
Series A-1 Convertible Preferred Stock | ' | ' |
Current liabilities: | ' | ' |
Convertible preferred stock | 2,768 | 2,768 |
Series B Convertible Preferred Stock | ' | ' |
Current liabilities: | ' | ' |
Convertible preferred stock | $51,895 | $38,414 |
Condensed_Combined_and_Consoli1
Condensed Combined and Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares issued | 1,509,712 | 12,003,891 |
Common stock, shares outstanding | 1,509,712 | 12,003,891 |
Series A Convertible Preferred Stock | ' | ' |
Convertible preferred stock, par value | $0.00 | $0.00 |
Convertible preferred stock, liquidation preference | $20,087,750 | $20,087,750 |
Series A One Convertible Preferred Stock | ' | ' |
Convertible preferred stock, par value | $0.00 | $0.00 |
Convertible preferred stock, liquidation preference | 3,000,000 | 3,000,000 |
Series B Convertible Preferred Stock | ' | ' |
Convertible preferred stock, par value | $0.00 | $0.00 |
Convertible preferred stock, liquidation preference | $52,000,000 | $52,000,000 |
Condensed_Combined_and_Consoli2
Condensed Combined and Consolidated Statements of Operations and Comprehensive Loss (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Expenses: | ' | ' | ' | ' |
Research and development | $4,241 | $1,134 | $9,332 | $2,057 |
Research and development costs paid to Amgen | ' | 550 | 1,066 | 550 |
General and administrative | 1,708 | 868 | 7,162 | 2,591 |
Total operating expenses | 5,949 | 2,552 | 17,560 | 5,198 |
Loss from operations | -5,949 | -2,552 | -17,560 | -5,198 |
Interest income | 30 | 3 | 59 | 8 |
Loss before provision for income taxes | -5,919 | -2,549 | -17,501 | -5,190 |
Provision (benefit) for income taxes | ' | -13 | -22 | 27 |
Net loss | -5,919 | -2,536 | -17,479 | -5,217 |
Other comprehensive loss, net of tax: | ' | ' | ' | ' |
Unrealized losses on investments | -11 | ' | -11 | ' |
Other comprehensive loss | -11 | ' | -11 | ' |
Comprehensive loss | ($5,930) | ($2,536) | ($17,490) | ($5,217) |
Net loss per common share: | ' | ' | ' | ' |
Basic and diluted net loss per common share | ($4.20) | ($2.59) | ($13.07) | ($5.73) |
Weighted-average common shares outstanding - basic and diluted | 1,410,507 | 977,778 | 1,337,501 | 910,839 |
Condensed_Combined_and_Consoli3
Condensed Combined and Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Operating activities | ' | ' |
Net loss | ($17,479) | ($5,217) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Non-cash research and development expenses | 750 | ' |
Depreciation expense | 4 | 3 |
Investment premium amortization, net | 249 | ' |
Stock-based compensation expense | 4,328 | 1,017 |
Interest accrued on notes receivable from stockholder | -2 | -3 |
Changes in operating assets and liabilities: | ' | ' |
Other assets | -34 | -5 |
Prepaid expenses and other current assets | 33 | -523 |
Accounts payable | -37 | 512 |
Income tax payable | -92 | 11 |
Other accrued liabilities | 440 | 542 |
Accrued compensation | 169 | 186 |
Net cash used in operating activities | -11,671 | -3,477 |
Investing activities | ' | ' |
Purchase of short-term investments | -28,618 | ' |
Maturities of short-term investments | 2,200 | ' |
Purchase of property and equipment | -10 | -3 |
Net cash used in investing activities | -26,428 | -3 |
Financing activities | ' | ' |
Repayment of notes receivable from stockholder | 337 | ' |
Proceeds from sale of convertible preferred stock | 13,500 | 15,087 |
Net cash provided by financing activities | 12,187 | 14,963 |
Increase (decrease) in cash and cash equivalents | -25,912 | 11,483 |
Cash and cash equivalents-beginning of period | 51,615 | 4,207 |
Cash and cash equivalents-end of period | 25,703 | 15,690 |
Non-cash financing activities | ' | ' |
Issuance of common stock for research and development expenses related to technology licensing option | 750 | ' |
Issuance of Series A-1 convertible preferred stock to Amgen in exchange for license | ' | 1,003 |
Change in obligation to issue Series A-1 convertible preferred stock to Amgen | ' | -1,003 |
Issuance of common stock upon vesting of stock awards | 65 | 80 |
Change in other long-term liabilities related to non-vested stock awards | -65 | 251 |
Restricted stock issued to related party in exchange for notes receivable | ' | 331 |
Offering costs in anticipation of initial public filing included in other accrued liabilities and accounts payable | 407 | ' |
Supplemental cash flow disclosure—Cash paid for taxes | 70 | 13 |
Convertible Preferred Stock | ' | ' |
Financing activities | ' | ' |
Offering costs incurred | -19 | -124 |
IPO | ' | ' |
Financing activities | ' | ' |
Offering costs incurred | ($1,631) | ' |
Organization_and_Description_o
Organization and Description of Business | 9 Months Ended | |
Sep. 30, 2014 | ||
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ' | |
Organization and Description of Business | ' | |
1 | Organization and Description of Business | |
Atara Biotherapeutics, Inc. (“Atara”), Nina Biotherapeutics, Inc. (“Nina”), Santa Maria Biotherapeutics, Inc. (“Santa Maria”) and Pinta Biotherapeutics, Inc. (“Pinta”) (collectively, the “Company,” “we” or “our”) were incorporated in August 2012 in Delaware. We are a clinical-stage biopharmaceutical company developing novel therapeutics, with an initial focus on biologics for muscle wasting conditions and oncology. Atara was formed as a management company with the sole purpose of providing management, financial and administrative services for Nina, Pinta and Santa Maria. | ||
Our product candidate portfolio was acquired through licensing arrangements with Amgen Inc. (“Amgen”) in exchange for convertible preferred stock, milestone payments and commitments for future royalties. See Note 4 for further information. | ||
Initial Public Offering | ||
In October 2014, we completed our initial public offering of 5,750,000 shares of common stock, including 750,000 shares from the exercise by the underwriters of their overallotment option, at an offering price to the public of $11.00 per share. We received net proceeds of approximately $55.8 million, after deducting underwriting discounts and commissions and offering expenses. In connection with the initial public offering, the Company’s outstanding shares of convertible preferred stock were automatically converted into 12,298,515 shares of common stock, resulting in the reclassification of $74.6 million from mezzanine equity to additional paid-in capital. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||||
2 | Summary of Significant Accounting Policies | |||||||||||||||
Basis of Presentation and Recapitalization | ||||||||||||||||
All share and per-share amounts presented in the combined and consolidated financial statements for the nine months ended September 30, 2014 and for the year ended December 31, 2013 and in the notes hereto have been revised to reflect a 1.3-to-1 reverse stock split which became effective July 9, 2014. | ||||||||||||||||
The accompanying condensed combined and consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”). These financial statements include the financial position, results of operations, and cash flows of the Company, including its wholly-owned subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. | ||||||||||||||||
The accompanying condensed combined and consolidated financial statements should be read in conjunction with the Company’s audited combined and consolidated financial statements and notes thereto included in the Company’s final prospectus, relating to the Company’s initial public offering, filed with the SEC on October 16, 2014. | ||||||||||||||||
The interim financial data as of September 30, 2014 and 2013 is unaudited and is not necessarily indicative of the results for a full year or any interim period. In the opinion of the Company’s management, the interim data includes all normal and recurring adjustments necessary for a fair statement of the Company’s financial results for the three and nine month periods ending September 30, 2014 and 2013. The December 31, 2013 condensed combined and consolidated balance sheet data has been derived from audited financial statements. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to SEC rules and regulations relating to interim financial statements. | ||||||||||||||||
Prior to March 31, 2014, the accompanying financial statements include the operations of Atara, Nina, Pinta and Santa Maria on a combined basis as the four individual companies were under common ownership and common management since inception. All intercompany transactions have been eliminated. On March 31, 2014, our boards of directors approved and we implemented a recapitalization (the “Recapitalization”) in which (a) all the outstanding shares of common stock of Atara were cancelled and forfeited by existing stockholders and (b) the stockholders of Nina, Pinta and Santa Maria exchanged their existing common and convertible preferred stock for newly-issued shares of Atara, with the same rights and privileges as the outstanding capital stock of Nina, Pinta and Santa Maria. The shares were exchanged on a collective nine-for-one basis. The Recapitalization lacked economic substance as the newly-issued shares have the same rights and privileges as the previously outstanding capital stock of Nina, Pinta and Santa Maria and there was no change in ownership percentages of the individual stockholders. As a result of the Recapitalization, Nina, Pinta and Santa Maria became wholly owned subsidiaries of Atara effective March 31, 2014. The Recapitalization is considered a tax-free exchange for US federal income tax purposes. | ||||||||||||||||
Because the four individual companies were under common ownership and the Recapitalization lacked economic substance, we accounted for the Recapitalization as a combination of businesses under common control. The assets and liabilities of Nina, Pinta and Santa Maria were recorded by Atara at their historical carrying amounts on March 31, 2014 and beginning March 31, 2014, the financial statements of the Company are presented on a consolidated basis. | ||||||||||||||||
Liquidity | ||||||||||||||||
We have incurred significant operating losses since inception and have relied on private equity financings to fund our operations. At September 30, 2014, we had an accumulated deficit of $30.4 million. As we continue to incur losses, our transition to profitability will depend on the successful development, approval and commercialization of product candidates and on the achievement of sufficient revenues to support our cost structure. We may never achieve profitability, and unless and until we do, we will need to continue to raise additional capital. Management expects that existing cash and cash equivalents as of September 30, 2014, combined with the proceeds from our initial public offering in October 2014, will be sufficient to fund our current operating plan through the first half of 2017. | ||||||||||||||||
Use of Estimates | ||||||||||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant estimates relied upon in preparing these combined and consolidated financial statements include the fair value of common stock, the fair value of preferred stock and estimates related to clinical trial accruals. Actual results could differ materially from those estimates. | ||||||||||||||||
Cash and Cash Equivalents | ||||||||||||||||
Cash equivalents are defined as short-term, highly liquid investments with original maturities of 90 days or less at the date of purchase, consisting of money market funds that earn interest and dividends overnight. | ||||||||||||||||
Investments | ||||||||||||||||
Our available-for-sale investments consist primarily of corporate bonds and commercial paper. Investments with original maturities of greater than 90 days are classified as short-term available-for-sale securities on the combined and consolidated balance sheets. | ||||||||||||||||
Our investments in available-for-sale securities are reported at fair value. Unrealized gains and losses related to changes in the fair value of securities are recognized in accumulated other comprehensive loss, net of tax, on our combined and consolidated balance sheets. Changes in the fair value of available-for-sale securities impact the statements of operations only when such securities are sold or an other-than-temporary impairment is recognized. Realized gains and losses on the sale of securities are determined by specific identification of each security’s cost basis. We regularly review our investment portfolio to determine if any security is other-than-temporarily impaired, which would require us to record an impairment charge in the period any such determination is made. In making this judgment, we evaluate, among other things, the duration and extent to which the fair value of a security is less than its cost, the financial condition of the issuer and any changes thereto, and our intent to sell, or whether it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. Our assessment on whether a security is other-than-temporarily impaired could change in the future due to new developments or changes in assumptions related to any particular security. | ||||||||||||||||
Fair Value Measurement | ||||||||||||||||
The carrying amounts of certain of our financial instruments including cash equivalents, accounts payable and accrued liabilities approximate fair value due to their short maturities. Short-term investments are comprised of available-for-sale securities, which are carried at fair value. | ||||||||||||||||
Concentration of Credit Risk and Other Uncertainties | ||||||||||||||||
We place cash and cash equivalents in the custody of financial institutions that management believes are of high credit quality, which at times, may be in excess of the amount insured by the Federal Deposit Insurance Corporation. We also have short-term investments in money market funds, corporate bonds and commercial paper backed by US Government or private insurers, which can be subject to certain credit risk. However, we mitigate the risks by investing in high-grade instruments, limiting our exposure to any one issuer, and monitoring the ongoing creditworthiness of the financial institutions and issuers. | ||||||||||||||||
We are subject to certain risks and uncertainties and believe that changes in any of the following areas could have a material adverse effect on future financial position or results of operations: ability to obtain future financing; regulatory approval and market acceptance of, and reimbursement for, our product candidates; performance of third-party clinical research organizations and manufacturers upon which we rely; development of sales channels; protection of our intellectual property; litigation or claims against us based on intellectual property, patent, product, regulatory or other factors; and our ability to attract and retain employees necessary to support our growth. | ||||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||||
Our financial assets and liabilities carried at fair value are primarily comprised of investments in money market funds, corporate bonds and commercial paper. The fair value accounting guidance requires that assets and liabilities be carried at fair value and classified in one of the following three categories: | ||||||||||||||||
Level 1: | Quoted prices in active markets for identical assets or liabilities that we have the ability to access | |||||||||||||||
Level 2: | Observable market based inputs or unobservable inputs that are corroborated by market data such as quoted prices, interest rates and yield curves | |||||||||||||||
Level 3: | Inputs that are unobservable data points that are not corroborated by market data | |||||||||||||||
We review the fair value hierarchy classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels of certain securities within the fair value hierarchy. We recognize transfers into and out of levels within the fair value hierarchy in the period in which the actual event or change in circumstances that caused the transfer occurs. There were no transfers between Level 1, Level 2, and Level 3 during 2013 or through September 30, 2014. | ||||||||||||||||
The following table represents the fair value hierarchy for our financial assets and financial liabilities measured at fair value on a recurring basis: | ||||||||||||||||
Quoted | Significant | |||||||||||||||
Prices in | Other | |||||||||||||||
Active | Observable | |||||||||||||||
Total | Markets | Inputs | ||||||||||||||
Fair Value | (Level 1) | (Level 2) | ||||||||||||||
(in thousands) | ||||||||||||||||
At December 31, 2013: | ||||||||||||||||
Cash equivalents: | ||||||||||||||||
Money market funds | $ | 51,615 | $ | 51,615 | $ | — | ||||||||||
At September 30, 2014: | ||||||||||||||||
Cash equivalents: | ||||||||||||||||
Money market funds | $ | 25,703 | $ | 25,703 | $ | — | ||||||||||
Short-term investments: | ||||||||||||||||
Corporate bonds | $ | 21,799 | $ | — | $ | 21,799 | ||||||||||
Commercial paper | $ | 4,197 | $ | — | $ | 4,197 | ||||||||||
Financial assets and liabilities are considered Level 2 when their fair values are determined using inputs that are observable in the market or can be derived principally from or corroborated by observable market data such as pricing for similar securities, recently executed transactions, cash flow models with yield curves, and benchmark securities. In addition, Level 2 financial instruments are valued using comparisons to like-kind financial instruments and models that use readily observable market data as their basis. Corporate bonds and commercial paper are valued primarily using market prices of comparable securities, bid/ask quotes, interest rate yields and prepayment spreads and are included in Level 2. | ||||||||||||||||
Financial assets and liabilities are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies, or similar techniques, and at least one significant model assumption or input is unobservable. We have no Level 3 financial assets and liabilities. | ||||||||||||||||
Available-for-sale investments are carried at fair value and are included in the tables above under short-term investments. The aggregate market value, cost basis, and gross unrealized gains and losses of available-for-sale investments by major security type are as follows: | ||||||||||||||||
Total | Total | Total | ||||||||||||||
Amortized | Unrealized | Unrealized | Total | |||||||||||||
Cost | Gain | Loss | Fair Value | |||||||||||||
(in thousands) | ||||||||||||||||
At September 30, 2014: | ||||||||||||||||
Short-term investments: | ||||||||||||||||
Corporate bonds | $ | 21,810 | $ | 3 | $ | (14 | ) | $ | 21,799 | |||||||
Commercial paper | 4,197 | — | — | 4,197 | ||||||||||||
Total short-term investments | $ | 26,007 | $ | 3 | $ | (14 | ) | $ | 25,996 | |||||||
The amortized cost and fair value of available-for-sale debt investments, by contractual maturity, were as follows: | ||||||||||||||||
Total | ||||||||||||||||
Amortized | Total | |||||||||||||||
Cost | Fair Value | |||||||||||||||
(in thousands) | ||||||||||||||||
At September 30, 2014: | ||||||||||||||||
Maturing within one year | $ | 24,917 | $ | 24,906 | ||||||||||||
Maturing in one to five years | 1,090 | 1,090 | ||||||||||||||
Short-term available for sale investments | $ | 26,007 | $ | 25,996 | ||||||||||||
Segment and Geographic Information | ||||||||||||||||
We operate and manage our business as one reporting and one operating segment, which is the business of developing and commercializing therapeutics. Our Chief Executive Officer, who is our chief operating decision maker, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance. All of our assets are located in the United States. | ||||||||||||||||
Property and Equipment, Net | ||||||||||||||||
Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, ranging from three to five years. Maintenance and repairs are charged to operations as incurred. | ||||||||||||||||
Long-lived Assets | ||||||||||||||||
We evaluate the carrying amount of our long-lived assets whenever events or changes in circumstances indicate that the assets may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition are less than the carrying amount of the asset. To date, there have been no such impairment losses. | ||||||||||||||||
Convertible Preferred Stock | ||||||||||||||||
We recorded issued convertible preferred stock at fair value on the dates of issuance. The convertible preferred stock is recorded outside of stockholders’ deficit because the shares contain liquidation features that are not solely within our control. We have elected not to adjust the carrying values of the convertible preferred stock to the liquidation preferences of such shares because it is uncertain whether or when an event would occur that would obligate us to pay the liquidation preferences to holders of shares of convertible preferred stock. Subsequent adjustments to increase the carrying values to the liquidation preferences will be made only when it becomes probable that such a liquidation event will occur. | ||||||||||||||||
Estimated Fair Value of Series A-1 Convertible Preferred Stock | ||||||||||||||||
In consideration for the licenses of our product candidate portfolio, we issued 5,538,462 shares of Series A-1 convertible preferred stock (615,384 shares after giving effect to the Recapitalization) and paid $250,000 to Amgen. | ||||||||||||||||
We estimated the fair value of our Series A-1 preferred stock to be $2,768,000 by using the option pricing model (“OPM”), backsolve method. OPM treats the rights of the holders of shares of preferred and common stock as equivalent to call options on any value of the enterprise above certain break points of value based upon the liquidation preferences of the holders of preferred stock, as well as their rights to participation and conversion. Thus, the estimated value of the Series A-1 convertible preferred stock can be determined by estimating the value of its portion of each of these call option rights. The OPM backsolve method derives the implied equity value of a company from a recent transaction involving the company’s own securities issued on an arm’s-length basis. This implied equity value was then allocated to each part of our capital structure, including our Series A-1 convertible preferred stock and common stock. Significant assumptions included an estimated volatility of 53.3%, a risk free interest rate of 0.28% and a time to exit of 2.25 years. | ||||||||||||||||
Stock-Based Compensation Expense | ||||||||||||||||
We account for stock-based compensation expense, including the expense of restricted common stock awards and grants of RSUs and stock options that may be settled in shares of our common stock, based on the fair values of the equity instruments issued. The fair value is determined on the measurement date, which is generally the date of grant for employee awards and the date when the service performance is completed for non-employees. The fair value for our restricted common stock awards is their intrinsic value, which is the difference between the fair value of the underlying stock at the measurement date and the purchase price. The fair value of our RSUs is the fair value of the underlying stock at the measurement date. The fair value for our stock option awards is determined at the grant date using the Black-Scholes valuation model. Stock-based compensation expense for awards with time-based vesting criteria is recognized as expense on a straight-line basis over the requisite service period. For employees’ awards with performance-based vesting criteria, we assess the probability of the achievement of the performance conditions at the end of each reporting period and recognize the share-based compensation costs when it becomes probable that the performance conditions will be met. For non-employees’ awards with performance-based vesting criteria, we assess all possible outcomes at the end of each reporting period and recognize the lowest aggregate fair value in the range of possible outcomes. The lowest value in the range of possible outcomes may be zero. For awards that are subject to both service and performance conditions, no expense is recognized until it is probable that performance conditions will be met. Stock-based compensation expense for awards with performance and other vesting criteria is recognized as expense under an accelerated graded vesting model. | ||||||||||||||||
Key assumptions used in the Black-Scholes valuation model used for employee stock awards include: | ||||||||||||||||
Expected term – The expected term assumption represents the period that our stock-based awards are expected to be outstanding and is determined using the simplified method. | ||||||||||||||||
Expected volatility – Expected volatility is estimated using comparable public companies’ volatility for similar terms. | ||||||||||||||||
Expected dividend – We have not historically declared or paid dividends to our stockholders and have no plans to pay dividends; therefore we assumed an expected dividend yield of 0%. | ||||||||||||||||
Risk-free interest rate – The risk-free interest rate is based on the yield on U.S. Treasury securities with the expected term of the associated award. | ||||||||||||||||
The fair value of non-employee stock options is estimated using the Black-Scholes valuation model with assumptions generally consistent with those used for employee stock options, with the exception of the expected term, which is the remaining contractual life at each measurement date. | ||||||||||||||||
Research and Development Expense | ||||||||||||||||
Research and development expense consists of costs incurred in performing research and development activities, including compensation and benefits for research and development employees, an allocation of facility and overhead expenses, expenses incurred under agreements with contract research organizations and investigative sites that conduct clinical trials and preclinical studies, the costs of acquiring and manufacturing clinical trial materials, and other supplies and costs associated with product development efforts, preclinical activities and regulatory operations. Research and development costs are expensed as incurred. | ||||||||||||||||
Costs for preclinical study and clinical trial activities are recognized based on an evaluation of our vendors’ progress towards completion of specific tasks, using data such as patient enrollment, clinical site activations or information provided to us by our vendors regarding their actual costs incurred. Payments for these activities are based on the terms of individual contracts and payment timing may differ significantly from the period in which the services are performed. We determine accrual estimates through reports from and discussions with applicable personnel and outside service providers as to the progress or state of completion of trials, or the services completed. Our estimates of accrued expenses as of each balance sheet date are based on the facts and circumstances known at the time. Costs that are paid in advance of performance are deferred as a prepaid expense and amortized over the service period as the services are provided. | ||||||||||||||||
Income Taxes | ||||||||||||||||
We use the assets and liability method to account for income taxes. We record deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates expected to be in effect when the differences are expected to reverse. Valuation allowances are provided when necessary to reduce net deferred tax assets to the amount that is more likely than not to be realized. Based on the available evidence, we are unable, at this time, to support the determination that it is more likely than not that our deferred tax assets will be utilized in the future. Accordingly, we recorded a full valuation allowance as of September 30, 2014 and December 31, 2013. We intend to maintain valuation allowances until sufficient evidence exists to support its reversal. | ||||||||||||||||
Tax benefits related to uncertain tax positions are recognized when it is more likely than not that a tax position will be sustained during an audit. Interest and penalties related to unrecognized tax benefits are included within the provision for income tax. | ||||||||||||||||
Comprehensive Loss | ||||||||||||||||
Comprehensive loss is defined as a change in equity of a business enterprise during a period resulting from transactions from non-owner sources. Other comprehensive loss includes net loss and unrealized losses on available-for-sale investments. | ||||||||||||||||
Net Loss per Common Share | ||||||||||||||||
Basic and diluted net loss per common share is presented, giving effect to the Recapitalization, including cancellation of existing Atara common stock and a nine-for-one share exchange. Basic net loss per common share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, without consideration of common stock equivalents. Diluted net loss per common share is computed by dividing the net loss by the weighted-average number of shares of common stock and common share equivalents outstanding for the period. Common share equivalents are only included in the calculation of diluted net loss per common share when their effect is dilutive. Our convertible preferred stock and restricted stock awards are considered to be participating securities as they are entitled to participate in undistributed earnings with shares of common stock. Due to net losses, there is no impact on the net loss per common share calculation in applying the two-class method since the participating securities have no legal requirement to share in any losses. | ||||||||||||||||
Potential dilutive securities, which include convertible preferred stock and unvested restricted common stock awards have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per common share and be antidilutive. Therefore, the denominator used to calculate both basic and diluted net loss per common share is the same in all periods presented. | ||||||||||||||||
The following shares of potentially dilutive securities give effect to the Recapitalization, and have been excluded from the computations of diluted net loss per common share as the effect of including such securities would be antidilutive: | ||||||||||||||||
Three months | Nine months | |||||||||||||||
ended September 30, | ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Convertible preferred stock | 12,299,184 | 5,766,090 | 12,249,056 | 5,186,843 | ||||||||||||
Unvested restricted common stock | 631,031 | 828,118 | 702,135 | 796,985 | ||||||||||||
12,930,215 | 6,594,208 | 12,951,191 | 5,983,828 | |||||||||||||
In addition, 209,959 options have been excluded from the above table as the exercise prices of the underlying options were greater than the average fair value of our common stock for the periods presented. | ||||||||||||||||
Recent Accounting Pronouncements | ||||||||||||||||
In August 2014, the Financial Accounting Standards Board (the “FASB”) issued a new accounting standard to provide guidance on the presentation of management’s plans, when conditions or events raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. The new standard is effective for fiscal years ending after December 15, 2016. The adoption of this standard is not expected to have a material impact on our financial statements. | ||||||||||||||||
In June 2014, the FASB amended the definition of a development-stage entity in the Master Glossary of the Accounting Standards Codification. The amendments simplified the financial reporting for development-stage companies by eliminating inception-to-date reporting requirements specific to development stage entities. The revised guidance is effective for annual periods beginning after December 15, 2014; however we early adopted the guidance in the second quarter of 2014. The adoption of this guidance impacted our financial statement presentation, but did not have a material impact on our financial position or results of operations and cash flows. | ||||||||||||||||
In May 2014, the FASB issued a new accounting standard, Revenue from Contracts with Customers (Topic 606), which supersedes that revenue recognition requirements in the current standard, Revenue Recognition. The new standard is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. It also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The new standard’s effective date for us will be January 1, 2017. We will evaluate the application of this standard when we enter into any contracts with customers. |
Property_and_Equipment
Property and Equipment | 9 Months Ended | |
Sep. 30, 2014 | ||
Property Plant And Equipment [Abstract] | ' | |
Property and Equipment | ' | |
3 | Property and Equipment | |
Property and equipment consists of computer equipment and software, which is depreciated over the estimated useful lives of the assets, ranging from three to five years. Depreciation and amortization expense was not material for all periods presented. |
Significant_Agreements
Significant Agreements | 9 Months Ended | |
Sep. 30, 2014 | ||
Related Party Transactions [Abstract] | ' | |
Significant Agreements | ' | |
4 | Significant Agreements | |
Related Party License Agreements - In September 2012, we entered into three license agreements with Amgen for the development, manufacturing, use and distribution of products using certain proprietary compounds. Under the terms of these agreements, we paid $250,000 and issued 5,538,462 shares of Series A-1 convertible preferred stock (615,384 shares after giving effect to the Recapitalization) to Amgen. As described further in Note 5, we may also be required to make additional payments to Amgen based upon the achievement of specified development, regulatory, and commercial milestones, as well as mid-single-digit percentage royalties on future sales of products resulting from development of these purchased technologies, if any. These agreements expire at the end of all royalty obligations to Amgen and, upon expiration, the licenses will be fully paid, royalty-free, irrevocable and non-exclusive. We made a $1.0 million milestone payment to Amgen in the second quarter of 2014. | ||
At December 31, 2013, Amgen owns 9.8% of our outstanding voting capital stock on a combined basis. Amgen does not have any rights to participate in our product candidates’ development and is not represented on our boards of directors. | ||
Exclusive Option Agreement – In September 2014, we entered into an exclusive option agreement with Memorial Sloan Kettering Cancer Center (“MSK”) under which we have the right to acquire (pursuant to a negotiated form of license agreement) the exclusive worldwide license rights to the three clinical stage T-cell therapies of MSK. The initial option period is for twelve months, with extensions available to extend the term up to 27 months at the option of Atara. Under the terms of the option agreement, we are obligated to use reasonable efforts to prepare a request to be submitted to the US Food and Drug Administration (the “FDA”) regarding a meeting to discuss pivotal trials for one of the clinical stage T-cell therapies. In exchange for the exclusive option, we paid MSK $1.25 million in cash and issued 59,761 shares of our common stock to MSK. We estimated the fair value of the common stock issued to MSK to be $750,000. This total of $2.0 million was recorded as research and development expense in our condensed combined and consolidated statement of operations and comprehensive loss in the third quarter of 2014. We will be obligated to pay MSK an additional amount up to $630,000 if we extend the option period. | ||
If we extend the option and enter into the license agreement with MSK, we will be obligated under the license agreement to pay to MSK an upfront cash payment of $4.5 million and additional payments of up to $33.0 million based on a license fee and achievement of specified development, regulatory and sales-related milestones, and to make royalty payments based on sales of the T-cell therapy products. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | |
Sep. 30, 2014 | ||
Commitments And Contingencies Disclosure [Abstract] | ' | |
Commitments and Contingencies | ' | |
5 | Commitments and Contingencies | |
Operating Leases | ||
In September 2013, we entered into a noncancelable operating lease for our facility in Westlake Village, California. The lease term commenced in October 2013 and will expire in October 2014. After October 2014, this facility is available to us on a month-to-month lease arrangement. Rent expense for this facility is recognized on a straight-line basis over the term of the lease, and the difference between amounts paid and amounts recorded as rent expense are recorded as deferred rent. Future minimum lease payments under this lease are $31,900 in 2014. We also lease an office facility in Brisbane, California under a sublease that expires in January 2015. Future minimum payments under this lease are $23,220 in 2014 and $811 in 2015. | ||
In September 2014, we entered into a non-cancellable sublease agreement for our corporate headquarters in South San Francisco, California. The sublease term began in November 2014 and ends on January 31, 2017. Total commitments over the term of the sublease are estimated to be approximately $0.4 million. | ||
Rent expense for the three and nine month periods ended September 30, 2014 were $19,867 and $49,620, respectively. Rent expense for the three and nine month periods ended September 30, 2013 were $12,988 and $40,224, respectively. | ||
Related Party License Agreements | ||
Under the terms of our license agreements with Amgen, we are obligated to make additional milestone payments to Amgen of up to $86.0 million upon the achievement of certain development and regulatory approval milestones. Of these milestone payments, $14.0 million relate to milestones for clinical trials. The remaining $72.0 million relate to milestones for regulatory approvals in various territories and are anticipated to be made no earlier than 2017. Thereafter, we are obligated to make tiered payments based on achievement of commercial milestones based upon net sales levels. The maximum payments would be $206.0 million based on sales of over $1 billion for each of three products in a calendar year. We are also obligated to pay mid-single-digit percentage tiered royalties on future net sales of products which are developed and approved as defined by the agreements. Our royalty obligations as to a particular licensed product will be payable, on a country-by-country and product-by-product basis, until the later of (a) the date of expiration of the last to expire valid claim within the licensed patents that covers the manufacture, use or sale, offer to sell, or import of such licensed product by us or a sublicense in such country, (b) loss of regulatory exclusivity or (c) 10 years after the first commercial sale of the applicable licensed product in the applicable country. As of December 31, 2013 and September 30, 2014, there were no outstanding obligations due to Amgen. We made a $1.0 million milestone payment to Amgen in the second quarter of 2014. | ||
In accordance with terms of the agreements, we use commercially reasonable efforts to pay costs related to the preparation, filing, prosecution, defense and maintenance of the patents covered by the license agreements. During the three and nine month periods ended September 30, 2014, we incurred expenses of $447,518 and $842,228, respectively, related to the preparation, filing and maintenance of patents. During the three and nine month periods ended September 30, 2013, the corresponding amounts were $206,434 and $688,909, respectively. | ||
Indemnification Agreements | ||
In the normal course of business, we enter into contracts and agreements that contain a variety of representations and warranties and provide for indemnification for certain liabilities. The exposure under these agreements is unknown because it involves claims that may be made against us in the future but have not yet been made. To date, we have not paid any claims or been required to defend any action related to our indemnification obligations. However, we may record charges in the future as a result of these indemnification obligations. We also have indemnification obligations to our directors and executive officers for specified events or occurrences, subject to some limits, while they are serving at our request in such capacities. There have been no claims to date and we believe the fair value of these indemnification agreements is minimal. Accordingly, we have not recorded any liabilities for these agreements as of September 30, 2014 and December 31, 2013. |
Convertible_Preferred_Stock_an
Convertible Preferred Stock and Stockholders' Deficit | 9 Months Ended | |||||||||||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||||||||||
Equity [Abstract] | ' | |||||||||||||||||||||||||||||||
Convertible Preferred Stock and Stockholders' Deficit | ' | |||||||||||||||||||||||||||||||
6 | Convertible Preferred Stock and Stockholders’ Deficit | |||||||||||||||||||||||||||||||
Convertible preferred shares issued and authorized as of September 30, 2014 and December 31, 2013 were as follows: | ||||||||||||||||||||||||||||||||
As of September 30, 2014 | ||||||||||||||||||||||||||||||||
Authorized | Outstanding | Carrying | ||||||||||||||||||||||||||||||
Shares | Shares | Value | ||||||||||||||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||||||||||||||
Series A convertible preferred stock | 5,150,699 | 5,150,699 | $ | 19,909 | ||||||||||||||||||||||||||||
Series A-1 convertible preferred stock | 615,384 | 615,384 | 2,768 | |||||||||||||||||||||||||||||
Series B convertible preferred stock | 6,532,432 | 6,532,432 | 51,895 | |||||||||||||||||||||||||||||
12,298,515 | 12,298,515 | $ | 74,572 | |||||||||||||||||||||||||||||
As of December 31, 2013 | ||||||||||||||||||||||||||||||||
Nina | Pinta | Santa Maria | Combined Total | |||||||||||||||||||||||||||||
Carrying | Carrying | Carrying | Carrying | |||||||||||||||||||||||||||||
Shares | Value | Shares | Value | Shares | Value | Shares | Value | |||||||||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||||||||||||||
Issued and outstanding: | ||||||||||||||||||||||||||||||||
Series A convertible | 15,452,114 | $ | 2,306 | 15,452,114 | $ | 9,963 | 15,452,114 | $ | 7,640 | 46,356,342 | $ | 19,909 | ||||||||||||||||||||
preferred stock | ||||||||||||||||||||||||||||||||
Series A-1 convertible | 1,846,154 | 573 | 1,846,154 | 1,355 | 1,846,154 | 840 | 5,538,462 | 2,768 | ||||||||||||||||||||||||
preferred stock | ||||||||||||||||||||||||||||||||
Series B convertible | 14,509,579 | 2,496 | 14,509,579 | 17,960 | 14,509,579 | 17,958 | 43,528,737 | 38,414 | ||||||||||||||||||||||||
preferred stock | ||||||||||||||||||||||||||||||||
31,807,847 | $ | 5,375 | 31,807,847 | $ | 29,278 | 31,807,847 | $ | 26,438 | 95,423,541 | $ | 61,091 | |||||||||||||||||||||
Authorized: | ||||||||||||||||||||||||||||||||
Series A convertible | 15,452,114 | 15,452,114 | 15,452,114 | 46,356,342 | ||||||||||||||||||||||||||||
preferred stock | ||||||||||||||||||||||||||||||||
Series A-1 convertible | 1,846,154 | 1,846,154 | 1,846,154 | 5,538,462 | ||||||||||||||||||||||||||||
preferred stock | ||||||||||||||||||||||||||||||||
Series B convertible | 16,960,012 | 16,960,012 | 16,960,012 | 50,880,036 | ||||||||||||||||||||||||||||
preferred stock | ||||||||||||||||||||||||||||||||
34,258,280 | 34,258,280 | 34,258,280 | 102,774,840 | |||||||||||||||||||||||||||||
Original issuance prices of Series A convertible preferred stock, prior to issuance costs, were $0.152, $0.650 and $0.498 per share, for Nina, Pinta and Santa Maria, respectively, or $1.30 per share on a combined basis. Original issuance prices of Series B convertible preferred stock, prior to issuance costs were $0.173, $1.240 and $1.240 per share, for Nina, Pinta and Santa Maria, respectively, or $2.653 per share on a combined basis. Amgen contributed licenses for issued Series A-1 convertible preferred stock with fair values of $0.310, $0.734 and $0.455 per share for Nina, Pinta and Santa Maria, respectively, or $1.500 per share on a combined basis. | ||||||||||||||||||||||||||||||||
In connection with the Recapitalization on March 31, 2014, the stockholders of Nina, Pinta and Santa Maria exchanged three shares of each company’s preferred stock for one share of Atara preferred stock (a collective nine-for-one basis). The deemed original issuance prices of the new Atara preferred shares, for the calculation of the dividends and liquidation preference discussed below are $3.900, $4.875, and $7.960 for Series A, Series A-1, and Series B, respectively. | ||||||||||||||||||||||||||||||||
Nina, Pinta and Santa Maria issued convertible preferred stock with the same rights and privileges to the same investors. As of December 31, 2013, Atara had not issued any convertible preferred stock. In connection with the Recapitalization on March 31, 2014, Atara issued convertible preferred stock with the same rights and privileges and with the same ownership percentages as the convertible preferred stock previously issued by Nina, Pinta and Santa Maria. | ||||||||||||||||||||||||||||||||
In October 2014, in connection with the completion of our initial public offering, all outstanding shares of Series A convertible preferred stock, Series A-1 convertible preferred stock and Series B convertible preferred stock were converted into 12,298,515 shares of common stock and $74.6 million of mezzanine equity was reclassified to additional paid-in capital. | ||||||||||||||||||||||||||||||||
The significant rights, privileges, and preferences of our convertible preferred stock are as follows: | ||||||||||||||||||||||||||||||||
Dividend Provisions | ||||||||||||||||||||||||||||||||
The holders of the outstanding shares of convertible preferred stock are entitled to receive, when and if declared by our boards of directors, noncumulative annual dividends at a rate of 8% of the $20,087,750 and $52,000,000 liquidation preferences for the Series A and Series B convertible preferred stock, respectively, and 8% of the $3,000,000 liquidation preference for Series A-1 convertible preferred stock. After payments of such dividends, any additional dividends are paid to common and convertible preferred stock holders on an as-converted to common stock basis. No dividends were declared or paid through September 30, 2014. | ||||||||||||||||||||||||||||||||
Liquidation Preference | ||||||||||||||||||||||||||||||||
In the event of any liquidation, dissolution, winding up or change in control of the Company, the holders of Series B convertible preferred stock are entitled to receive a liquidation amount of $52,000,000 plus all declared but unpaid dividends prior and in preference to the holders of Series A and Series A-1 convertible preferred stock and the common stock. Following payment of these liquidation amounts, if proceeds for distribution remain, the holders of the Series A-1 convertible preferred and Series A convertible preferred stock, pro rata as a single group, are entitled to receive a liquidation amount of $20,087,750 and $3,000,000, respectively, plus all declared but unpaid dividends prior and in preference to the common stockholders. Thereafter, any proceeds remaining for distribution would be distributed pro rata among the common stockholders. Holders of convertible preferred stock may choose to receive the liquidation preference described above as preferred stockholders or instead may participate with the common stock in remaining liquidation proceeds on an as-converted to common stock basis. | ||||||||||||||||||||||||||||||||
Conversion Rights | ||||||||||||||||||||||||||||||||
Each share of convertible preferred stock is convertible, at the option of the holder and at any time, into shares of common stock on a one-for-one basis, subject to certain anti-dilution adjustments. | ||||||||||||||||||||||||||||||||
Each share of convertible preferred stock, subject to certain anti-dilution adjustments, will be automatically converted into one fully paid and nonassessable share of common stock at the applicable conversion rate upon the earlier of: (i) an initial public offering with a pre-initial public offering valuation that results in a price to the public of at least three times the Series B issue price (reduced to 1.6 times following the Recapitalization—see Note 2) and minimum proceeds to us of $30,000,000 or (ii) the date specified by a vote of the holders of a majority of outstanding shares of preferred stock. | ||||||||||||||||||||||||||||||||
Subject to customary exceptions, our amended and restated certificates of incorporation provide anti-dilution protection for holders of convertible preferred stock in the event that we issue additional shares of common stock, options or rights to purchase common stock or securities convertible into common stock without consideration or at a price per share that is less than the then-effective conversion price of any series of the convertible preferred stock, which is referred to as a dilutive issuance. Our amended and restated certificates of incorporation provide that the conversion price shall be adjusted to protect holders of convertible preferred stock from certain dilutive issuances based on a weighted-average formula. | ||||||||||||||||||||||||||||||||
In addition to the anti-dilution protections described above, the conversion price of the convertible preferred stock is subject to adjustments for stock splits, dividends and recapitalizations. | ||||||||||||||||||||||||||||||||
Voting Rights | ||||||||||||||||||||||||||||||||
The holder of each share of convertible preferred stock has the right to one vote for each share of common stock into which such share of convertible preferred stock could be converted. Additionally, specific protective provisions require approval of the holders of a majority of the outstanding shares of convertible preferred stock. | ||||||||||||||||||||||||||||||||
Election of Directors | ||||||||||||||||||||||||||||||||
The members of the boards of directors of Nina, Pinta and Santa Maria were identical for all three companies for the periods presented and were elected as follows: (i) one person was elected by the holders of the common stock; (ii) two persons were elected by the holders of our Series A convertible preferred stock; (iii) one person was elected by the holders of our Series B convertible preferred stock; and (iv) the remaining directors were elected by the holders of our common stock and convertible preferred stock as a single class. | ||||||||||||||||||||||||||||||||
The members of the board of directors of Atara after the Recapitalization were elected as follows: (i) one person was elected by the holders of the common stock; (ii) two persons were elected by the holders of our Series A convertible preferred stock; (iii) one person was elected by the holders of our Series B convertible preferred stock; and (iv) the remaining directors were elected by the holders of our common stock and convertible preferred stock as a single class. |
Common_Stock_and_Additional_Pa
Common Stock and Additional Paid-in Capital | 9 Months Ended | |||||||||||||||||||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||||||||||||||||||
Equity [Abstract] | ' | |||||||||||||||||||||||||||||||||||||||
Common Stock and Additional Paid-in Capital | ' | |||||||||||||||||||||||||||||||||||||||
7 | Common Stock and Additional Paid-in Capital | |||||||||||||||||||||||||||||||||||||||
Common stock authorized, issued and outstanding and additional paid-in capital as of September 30, 2014 and December 31, 2013 were as follows: | ||||||||||||||||||||||||||||||||||||||||
Authorized | Outstanding | |||||||||||||||||||||||||||||||||||||||
As of December 31, 2013 | 162,461,535 | 12,003,891 | ||||||||||||||||||||||||||||||||||||||
Issuance of common stock upon vesting of awards | — | 644,710 | ||||||||||||||||||||||||||||||||||||||
Recapitalization: | ||||||||||||||||||||||||||||||||||||||||
Cancellation of Atara shares | (923,076 | ) | (923,076 | ) | ||||||||||||||||||||||||||||||||||||
Tender of Nina, Pinta and Santa Maria shares | (161,538,459 | ) | (11,725,525 | ) | ||||||||||||||||||||||||||||||||||||
Issuance of Atara shares | 17,948,717 | 1,302,835 | ||||||||||||||||||||||||||||||||||||||
Issuance of common stock upon vesting of awards - post Recapitalization | — | 147,116 | ||||||||||||||||||||||||||||||||||||||
Issuance of common stock for research and development expenses related to technology licensing option | — | 59,761 | ||||||||||||||||||||||||||||||||||||||
As of September 30, 2014 | 17,948,717 | 1,509,712 | ||||||||||||||||||||||||||||||||||||||
As of December 31, 2013 | ||||||||||||||||||||||||||||||||||||||||
Nina | Pinta | Santa Maria | Atara | Combined Total | ||||||||||||||||||||||||||||||||||||
Carrying | Carrying | Carrying | Carrying | Carrying | ||||||||||||||||||||||||||||||||||||
Shares | Value | Shares | Value | Shares | Value | Shares | Value | Shares | Value | |||||||||||||||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||||||||||||||||||||||
Issued and | ||||||||||||||||||||||||||||||||||||||||
outstanding: | ||||||||||||||||||||||||||||||||||||||||
Common stock, | 3,693,605 | $ | — | 3,693,605 | $ | — | 3,693,605 | $ | 1 | 923,076 | $ | — | 12,003,891 | $ | 1 | |||||||||||||||||||||||||
par value | ||||||||||||||||||||||||||||||||||||||||
Additional paid- | — | 147 | — | 1,017 | — | 1,036 | — | — | — | 2,200 | ||||||||||||||||||||||||||||||
in capital | ||||||||||||||||||||||||||||||||||||||||
3,693,605 | $ | 147 | 3,693,605 | $ | 1,017 | 3,693,605 | $ | 1,037 | 923,076 | $ | — | 12,003,891 | $ | 2,201 | ||||||||||||||||||||||||||
Authorized | 53,846,153 | 53,846,153 | 53,846,153 | 923,076 | 162,461,535 | |||||||||||||||||||||||||||||||||||
We have reserved the following shares of common stock for issuance: | ||||||||||||||||||||||||||||||||||||||||
September 30, | ||||||||||||||||||||||||||||||||||||||||
2014 | ||||||||||||||||||||||||||||||||||||||||
Conversion of Series A convertible preferred stock | 5,150,699 | |||||||||||||||||||||||||||||||||||||||
Conversion of Series A-1 convertible preferred stock | 615,384 | |||||||||||||||||||||||||||||||||||||||
Conversion of Series B convertible preferred stock | 6,532,432 | |||||||||||||||||||||||||||||||||||||||
Common stock available for grant of stock awards | 1,136,543 | |||||||||||||||||||||||||||||||||||||||
Common stock issuable for options and RSUs outstanding and non-vested restricted stock | 1,698,120 | |||||||||||||||||||||||||||||||||||||||
15,133,178 | ||||||||||||||||||||||||||||||||||||||||
Restricted Common Stock | ||||||||||||||||||||||||||||||||||||||||
In August 2012, in connection with our formation, our CEO purchased 9,595,384 shares of restricted common stock at a nominal per share purchase price. The shares were issued subject to certain vesting conditions, restrictions on transfer and a Company right of repurchase of any unvested share at their original purchase price. These shares are placed in escrow until vested, and have rights to vote and participate in dividends and distributions. 7,996,153 of these shares have service and fundraising vesting conditions. Under the service vesting condition, shares vest monthly over 48 months, commencing from the first closing of Series A convertible preferred stock financing on October 22, 2012. 1,599,231 of these shares are subject to performance milestones and fundraising vesting conditions. The fundraising vesting conditions for all shares were satisfied as of December 31, 2013. All shares subject to service vesting conditions are subject to accelerated vesting in the event of certain change of control transactions. | ||||||||||||||||||||||||||||||||||||||||
The combined grant date intrinsic value for this award was $1,704,094. | ||||||||||||||||||||||||||||||||||||||||
As of September 30, 2014, there was $1,611,029 of unrecognized stock-based compensation expense related to this restricted common stock. Upon the closing of our initial public offering in October 2014, $508,962 of this stock-based compensation will be recognized in our combined and consolidated statement of operations and comprehensive loss for the three months ended December 31, 2014 and the remainder will be recognized over the remaining service periods through 2016. | ||||||||||||||||||||||||||||||||||||||||
In March 2013, an Atara employee purchased 2,423,074 shares of restricted common stock for $331,170. The shares were issued under our 2012 Equity Incentive Plan (as discussed below) and are subject to certain vesting conditions, restrictions on transfer and a Company right of repurchase of any unvested shares at their original purchase price. These shares are placed in escrow until vested, and have rights to vote and participate in dividends and distributions. Under these agreements, the shares vest as follows: 2,319,228 shares vest over four years, with one-quarter vesting after one year of service and the remainder vesting in equal installments over the subsequent thirty-six months, and 103,846 shares vest upon achievement of certain performance milestones. Vesting of all shares is subject to acceleration of vesting in the event of certain change of control transactions. | ||||||||||||||||||||||||||||||||||||||||
As of September 30, 2014, there was $302,206 of unrecognized stock-based compensation expense related to this restricted common stock. Upon the closing of our initial public offering in October 2014, $28,319 of this stock-based compensation expense will be recognized in our combined and consolidated statement of operations and comprehensive loss for the three months ended December 31, 2014 and the remainder will be recognized over the remaining service periods through 2016. | ||||||||||||||||||||||||||||||||||||||||
The restricted common stock was purchased with secured promissory notes totaling $331,170. The notes bear interest at an annual interest rate of 1.5% and are due on the earlier of five years following the purchase date, the sale or transfer of the related shares, termination of employment or the date prior to the date of a filing of a registration statement with the Securities and Exchange Commission. The notes are secured by shares of common stock owned by the employee and are included in stockholders’ deficit in our combined and consolidated balance sheets. In March and June 2014, the outstanding balances were repaid. | ||||||||||||||||||||||||||||||||||||||||
The amounts paid for both restricted stock purchases were initially recorded as other long-term liabilities. As shares vest, we reclassify liabilities to equity and report shares as outstanding in the combined and consolidated statements of convertible preferred stock and stockholders’ deficit. At December 31, 2013, 4,157,739 shares had vested and are classified as equity. Restricted stock shares not vested at December 31, 2013 totaled 7,860,719 shares and are expected to vest over three years. | ||||||||||||||||||||||||||||||||||||||||
Prior to the Recapitalization, 4,802,450 shares had vested and were classified as equity. On March 31, 2014, these shares were exchanged for 533,605 shares of Atara common stock. Restricted shares not vested at March 31, 2014 totaled 7,216,006 shares and these shares were exchanged for 801,778 shares of Atara restricted common stock. As of September 30, 2014, restricted shares not vested totaled 654,663 shares. | ||||||||||||||||||||||||||||||||||||||||
As both the Chief Executive Officer and the Atara employee were consultants of Nina, Pinta and Santa Maria through the Recapitalization date, we accounted for these awards as non-employee stock-based awards. Following the Recapitalization, these awards were accounted as employee awards based upon the fair market value of common stock on March 31, 2014. Total stock-based compensation expense related to these awards was as follows: | ||||||||||||||||||||||||||||||||||||||||
Three months | Nine months | |||||||||||||||||||||||||||||||||||||||
ended September 30, | ended September 30, | |||||||||||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||||||||||||||
Research and development | $ | 86 | $ | 90 | $ | 918 | $ | 203 | ||||||||||||||||||||||||||||||||
General and administrative | 346 | 249 | 3,356 | 814 | ||||||||||||||||||||||||||||||||||||
$ | 432 | $ | 339 | $ | 4,274 | $ | 1,017 | |||||||||||||||||||||||||||||||||
As this stock-based compensation expense relates to shares of common stock for which the fundraising condition was met and our right of repurchase has lapsed, these amounts have been recorded as additional paid-in capital in our combined and consolidated balance sheets. | ||||||||||||||||||||||||||||||||||||||||
2012 Equity Incentive Plans | ||||||||||||||||||||||||||||||||||||||||
We adopted the Nina 2012 Equity Incentive Plan, Pinta 2012 Equity Incentive Plan and Santa Maria 2012 Equity Incentive Plan (collectively, the “2012 plans”) in November 2012. Under the terms of the 2012 plans, we may grant options, restricted stock awards and RSUs to employees, directors, consultants and other service providers. Employees typically receive an award upon commencement of employment and non-employee members of our boards of directors receive an award in connection with their appointment. At December 31, 2013, the aggregate number of awards available to be issued under the 2012 plans was 17,021,923 shares of common stock. RSUs expire at the earlier of seven years from the date of grant or two years following the service termination date (or, for RSUs granted after January 2014, the service termination date). Generally, if any shares subject to an award expire, or are forfeited, terminated or cancelled without the issuance of shares, the shares are added back into the total shares available for issuance under the 2012 plans. | ||||||||||||||||||||||||||||||||||||||||
Through December 31, 2013, we have granted restricted common stock and RSUs under the 2012 plans. The RSUs have a time-based service condition and a liquidity-based performance condition, and will vest when both conditions are met. We have determined that the liquidity-based performance condition is not probable of occurring and have recorded no compensation expense related to the RSUs during the period from August 22, 2012 (inception) to December 31, 2013. As of December 31, 2013, there was approximately $788,335 of unrecognized stock-based compensation expense related to nonvested RSUs. | ||||||||||||||||||||||||||||||||||||||||
As the restricted stock awards and the RSUs were granted by Nina, Pinta and Santa Maria, the grants are considered to be non-employee awards until the Recapitalization and the fair value of the awards was remeasured at each period end by multiplying the number of unvested shares by the per-share fair value of common stock at each period end. Following the Recapitalization, the awards granted to employees were accounted for based on the fair value of common stock on March 31, 2014. A summary of the restricted stock awards and RSUs granted and vested on a combined and consolidated basis during the period from December 31, 2012 to September 30, 2014 is as follows: | ||||||||||||||||||||||||||||||||||||||||
Combined Number of Units/Awards | Weighted-Average Grant Date Fair Value | |||||||||||||||||||||||||||||||||||||||
Unvested at December 31, 2013 | 4,261,774 | $ | 0.133 | |||||||||||||||||||||||||||||||||||||
Granted—Restricted stock units | 5,375,742 | $ | 0.606 | |||||||||||||||||||||||||||||||||||||
Vested—Restricted stock awards | (144,951 | ) | $ | 0.045 | ||||||||||||||||||||||||||||||||||||
Unvested at March 30, 2014 | 9,492,565 | $ | 0.402 | |||||||||||||||||||||||||||||||||||||
Recapitalization (Note 2) | (8,437,856 | ) | ||||||||||||||||||||||||||||||||||||||
Unvested at March 31, 2014 | 1,054,709 | $ | 3.619 | |||||||||||||||||||||||||||||||||||||
Granted—Restricted stock units* | 13,692 | $ | 12.545 | |||||||||||||||||||||||||||||||||||||
Vested—Restricted stock awards | (36,058 | ) | $ | 0.404 | ||||||||||||||||||||||||||||||||||||
Forfeitures | (66,153 | ) | $ | 8.593 | ||||||||||||||||||||||||||||||||||||
Unvested at September 30, 2014 | 966,190 | $ | 3.561 | |||||||||||||||||||||||||||||||||||||
* Granted under the 2014 Equity Incentive Plan discussed below | ||||||||||||||||||||||||||||||||||||||||
Through September 30, 2014, we have granted restricted common stock and RSUs under the 2012 plans and the 2014 Equity Incentive Plan (“2014 EIP”) discussed below. Our RSUs granted have a time-based service condition and a liquidity-based performance condition, and will vest when both conditions are met. We have determined that the liquidity-based performance condition is not probable of occurring and have recorded no compensation expense related to the RSUs. As of September 30, 2014, there was $7,353,086 of unrecognized stock-based compensation expense related to nonvested RSUs. Upon the closing of our initial public offering in October 2014, $3,978,563 of this stock-based compensation expense will be recognized in our combined and consolidated statement of operations and comprehensive loss for the quarter ended December 31, 2014 and $3,374,523 will be recognized over the remaining service periods through 2018. | ||||||||||||||||||||||||||||||||||||||||
2014 Equity Incentive Plan | ||||||||||||||||||||||||||||||||||||||||
We adopted the 2014 EIP on March 31, 2014 as part of the Recapitalization. In connection with the Recapitalization, Atara assumed the plans of Nina, Pinta and Santa Maria and all outstanding RSUs and restricted stock awards granted under such plans. At the time of settlement, each employee or consultant will receive one share of common stock of Atara for three shares in each of Nina, Pinta and Santa Maria (collectively, a nine-for-one exchange). At the date of Recapitalization, RSUs and restricted stock awards issued by Nina, Pinta and Santa Maria to Atara employees become employee awards and the awards’ grant dates were established as the Recapitalization date. Under the terms of the 2014 EIP, the aggregate number of awards available for issuance is 2,449,230 shares of common stock as of September 30, 2014. This aggregate amount includes the remaining shares that were previously available for issuance under the existing 2012 plans (1,294,041 shares of common stock, after giving effect to the nine-for-one exchange). | ||||||||||||||||||||||||||||||||||||||||
In May 2014, our board of directors amended and restated our 2014 EIP, which was approved by our stockholders in June 2014. Our 2014 EIP, as amended and restated, became effective on October 15, 2014 upon the pricing of our initial public offering. The maximum number of shares of our common stock that may be issued pursuant to stock awards under the 2014 EIP increased by 1,076,923 shares to a total of 3,526,153 shares. Additionally, the number of shares of our common stock reserved for issuance pursuant to stock awards under our 2014 EIP will automatically increase on January 1 of each year for a period of up to ten years, beginning on January 1, 2015 and ending on and including January 1, 2024, by 5% of the number of shares of our capital stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by our board of directors. The maximum number of shares of our common stock that may be issued upon the exercise of Incentive Stock Options under the 2014 EIP increased to 11,538,461. | ||||||||||||||||||||||||||||||||||||||||
Stock options | ||||||||||||||||||||||||||||||||||||||||
Options under the 2014 EIP are granted for periods of up to 10 years and at prices no less than 100% of the estimated fair value of the shares on the date of grant as determined by the board of directors, provided, however, that the exercise price of an ISO and NSO granted to a 10% shareholder cannot be less than 110% of the estimated fair value of the shares on the date of grant. Options granted to employees and non-employees generally vest ratably over four years and expire in seven years. Generally, if any shares subject to an award expire, or are forfeited, terminated or cancelled without the issuance of shares, the shares are added back into the total shares available for issuance under the plans. There were no options granted prior to the third quarter of 2014. The following is a summary of stock option activity for the nine months ended September 30, 2014: | ||||||||||||||||||||||||||||||||||||||||
Number of Awards | Exercise Price Per Share | Remaining Contractual Term | ||||||||||||||||||||||||||||||||||||||
Outstanding at December 31, 2013 | — | $ | — | — | ||||||||||||||||||||||||||||||||||||
Granted | 209,959 | 12.55 | ||||||||||||||||||||||||||||||||||||||
Exercised | — | — | — | |||||||||||||||||||||||||||||||||||||
Forfeited or expired | — | — | — | |||||||||||||||||||||||||||||||||||||
Outstanding at September 30, 2014 | 209,959 | $ | 12.55 | 6.88 | ||||||||||||||||||||||||||||||||||||
Vested and expected to vest at September 30, 2014 | 209,959 | $ | 12.55 | 6.88 | ||||||||||||||||||||||||||||||||||||
Exercisable at September 30, 2014 | — | $ | — | — | ||||||||||||||||||||||||||||||||||||
The estimated fair value of options granted to employees and non-employees during the nine months ended September 30, 2014 was $1.2 million and $288,000, respectively. The fair value of each option issued was estimated at the date of grant using the Black-Scholes valuation model with the following weighted-average assumptions: | ||||||||||||||||||||||||||||||||||||||||
Nine Months Ended September 30, 2014 | ||||||||||||||||||||||||||||||||||||||||
Employees | Non-Employees | |||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 1.74 | % | 2.24 | % | ||||||||||||||||||||||||||||||||||||
Expected life of options in years | 4.6 | 7 | ||||||||||||||||||||||||||||||||||||||
Expected volatility of underlying stock | 65.7 | % | 65.8 | % | ||||||||||||||||||||||||||||||||||||
Expected dividend yield | 0 | % | 0 | % | ||||||||||||||||||||||||||||||||||||
During the three and nine months ended September 30, 2014, we recognized $54,305 of stock-based compensation expense related to stock options granted. $48,710 of this stock-based compensation expense was recorded in research and development expense and the remainder was recorded in general and administrative expense. As of September 30, 2014, there was $1.4 million of unrecognized stock-based compensation cost related to stock options that are expected to vest. This expense is expected to be recognized over the weighted-average remaining vesting period of 3.85 years. | ||||||||||||||||||||||||||||||||||||||||
Employee Stock Purchase Plan | ||||||||||||||||||||||||||||||||||||||||
Our board of directors adopted the 2014 Employee Stock Purchase Plan (the “2014 ESPP”) in May 2014, and our stockholders approved the 2014 ESPP in June 2014. The 2014 ESPP became effective on October 15, 2014 upon the pricing of our initial public offering. The 2014 ESPP is administered by our board of directors and the Compensation Committee of our board of directors. The maximum number of shares of our common stock that may be issued under the 2014 ESPP is 230,769 shares. Additionally, the number of shares of our common stock reserved for issuance under our ESPP will automatically increase each year for a period of up to ten years, beginning on January 1, 2015 and continuing through and ending on January 1, 2024, by the lessor of (i) 1% of the total number of shares of our capital stock outstanding on the December 31 of the preceding calendar year, (ii) 230,769 shares of our common stock, or (iii) a lower number as determined by our board of directors. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||||
Basis of Presentation and Recapitalization | ' | |||||||||||||||
Basis of Presentation and Recapitalization | ||||||||||||||||
All share and per-share amounts presented in the combined and consolidated financial statements for the nine months ended September 30, 2014 and for the year ended December 31, 2013 and in the notes hereto have been revised to reflect a 1.3-to-1 reverse stock split which became effective July 9, 2014. | ||||||||||||||||
The accompanying condensed combined and consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”). These financial statements include the financial position, results of operations, and cash flows of the Company, including its wholly-owned subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. | ||||||||||||||||
The accompanying condensed combined and consolidated financial statements should be read in conjunction with the Company’s audited combined and consolidated financial statements and notes thereto included in the Company’s final prospectus, relating to the Company’s initial public offering, filed with the SEC on October 16, 2014. | ||||||||||||||||
The interim financial data as of September 30, 2014 and 2013 is unaudited and is not necessarily indicative of the results for a full year or any interim period. In the opinion of the Company’s management, the interim data includes all normal and recurring adjustments necessary for a fair statement of the Company’s financial results for the three and nine month periods ending September 30, 2014 and 2013. The December 31, 2013 condensed combined and consolidated balance sheet data has been derived from audited financial statements. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to SEC rules and regulations relating to interim financial statements. | ||||||||||||||||
Prior to March 31, 2014, the accompanying financial statements include the operations of Atara, Nina, Pinta and Santa Maria on a combined basis as the four individual companies were under common ownership and common management since inception. All intercompany transactions have been eliminated. On March 31, 2014, our boards of directors approved and we implemented a recapitalization (the “Recapitalization”) in which (a) all the outstanding shares of common stock of Atara were cancelled and forfeited by existing stockholders and (b) the stockholders of Nina, Pinta and Santa Maria exchanged their existing common and convertible preferred stock for newly-issued shares of Atara, with the same rights and privileges as the outstanding capital stock of Nina, Pinta and Santa Maria. The shares were exchanged on a collective nine-for-one basis. The Recapitalization lacked economic substance as the newly-issued shares have the same rights and privileges as the previously outstanding capital stock of Nina, Pinta and Santa Maria and there was no change in ownership percentages of the individual stockholders. As a result of the Recapitalization, Nina, Pinta and Santa Maria became wholly owned subsidiaries of Atara effective March 31, 2014. The Recapitalization is considered a tax-free exchange for US federal income tax purposes. | ||||||||||||||||
Because the four individual companies were under common ownership and the Recapitalization lacked economic substance, we accounted for the Recapitalization as a combination of businesses under common control. The assets and liabilities of Nina, Pinta and Santa Maria were recorded by Atara at their historical carrying amounts on March 31, 2014 and beginning March 31, 2014, the financial statements of the Company are presented on a consolidated basis. | ||||||||||||||||
Liquidity | ' | |||||||||||||||
Liquidity | ||||||||||||||||
We have incurred significant operating losses since inception and have relied on private equity financings to fund our operations. At September 30, 2014, we had an accumulated deficit of $30.4 million. As we continue to incur losses, our transition to profitability will depend on the successful development, approval and commercialization of product candidates and on the achievement of sufficient revenues to support our cost structure. We may never achieve profitability, and unless and until we do, we will need to continue to raise additional capital. Management expects that existing cash and cash equivalents as of September 30, 2014, combined with the proceeds from our initial public offering in October 2014, will be sufficient to fund our current operating plan through the first half of 2017. | ||||||||||||||||
Use of Estimates | ' | |||||||||||||||
Use of Estimates | ||||||||||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant estimates relied upon in preparing these combined and consolidated financial statements include the fair value of common stock, the fair value of preferred stock and estimates related to clinical trial accruals. Actual results could differ materially from those estimates. | ||||||||||||||||
Cash and Cash Equivalents | ' | |||||||||||||||
Cash and Cash Equivalents | ||||||||||||||||
Cash equivalents are defined as short-term, highly liquid investments with original maturities of 90 days or less at the date of purchase, consisting of money market funds that earn interest and dividends overnight. | ||||||||||||||||
Investments | ' | |||||||||||||||
Investments | ||||||||||||||||
Our available-for-sale investments consist primarily of corporate bonds and commercial paper. Investments with original maturities of greater than 90 days are classified as short-term available-for-sale securities on the combined and consolidated balance sheets. | ||||||||||||||||
Our investments in available-for-sale securities are reported at fair value. Unrealized gains and losses related to changes in the fair value of securities are recognized in accumulated other comprehensive loss, net of tax, on our combined and consolidated balance sheets. Changes in the fair value of available-for-sale securities impact the statements of operations only when such securities are sold or an other-than-temporary impairment is recognized. Realized gains and losses on the sale of securities are determined by specific identification of each security’s cost basis. We regularly review our investment portfolio to determine if any security is other-than-temporarily impaired, which would require us to record an impairment charge in the period any such determination is made. In making this judgment, we evaluate, among other things, the duration and extent to which the fair value of a security is less than its cost, the financial condition of the issuer and any changes thereto, and our intent to sell, or whether it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. Our assessment on whether a security is other-than-temporarily impaired could change in the future due to new developments or changes in assumptions related to any particular security. | ||||||||||||||||
Fair Value Measurement | ' | |||||||||||||||
Fair Value Measurement | ||||||||||||||||
The carrying amounts of certain of our financial instruments including cash equivalents, accounts payable and accrued liabilities approximate fair value due to their short maturities. Short-term investments are comprised of available-for-sale securities, which are carried at fair value. | ||||||||||||||||
Concentration of Credit Risk and Other Uncertainties | ' | |||||||||||||||
Concentration of Credit Risk and Other Uncertainties | ||||||||||||||||
We place cash and cash equivalents in the custody of financial institutions that management believes are of high credit quality, which at times, may be in excess of the amount insured by the Federal Deposit Insurance Corporation. We also have short-term investments in money market funds, corporate bonds and commercial paper backed by US Government or private insurers, which can be subject to certain credit risk. However, we mitigate the risks by investing in high-grade instruments, limiting our exposure to any one issuer, and monitoring the ongoing creditworthiness of the financial institutions and issuers. | ||||||||||||||||
We are subject to certain risks and uncertainties and believe that changes in any of the following areas could have a material adverse effect on future financial position or results of operations: ability to obtain future financing; regulatory approval and market acceptance of, and reimbursement for, our product candidates; performance of third-party clinical research organizations and manufacturers upon which we rely; development of sales channels; protection of our intellectual property; litigation or claims against us based on intellectual property, patent, product, regulatory or other factors; and our ability to attract and retain employees necessary to support our growth. | ||||||||||||||||
Fair Value of Financial Instruments | ' | |||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||||
Our financial assets and liabilities carried at fair value are primarily comprised of investments in money market funds, corporate bonds and commercial paper. The fair value accounting guidance requires that assets and liabilities be carried at fair value and classified in one of the following three categories: | ||||||||||||||||
Level 1: | Quoted prices in active markets for identical assets or liabilities that we have the ability to access | |||||||||||||||
Level 2: | Observable market based inputs or unobservable inputs that are corroborated by market data such as quoted prices, interest rates and yield curves | |||||||||||||||
Level 3: | Inputs that are unobservable data points that are not corroborated by market data | |||||||||||||||
We review the fair value hierarchy classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels of certain securities within the fair value hierarchy. We recognize transfers into and out of levels within the fair value hierarchy in the period in which the actual event or change in circumstances that caused the transfer occurs. There were no transfers between Level 1, Level 2, and Level 3 during 2013 or through September 30, 2014. | ||||||||||||||||
The following table represents the fair value hierarchy for our financial assets and financial liabilities measured at fair value on a recurring basis: | ||||||||||||||||
Quoted | Significant | |||||||||||||||
Prices in | Other | |||||||||||||||
Active | Observable | |||||||||||||||
Total | Markets | Inputs | ||||||||||||||
Fair Value | (Level 1) | (Level 2) | ||||||||||||||
(in thousands) | ||||||||||||||||
At December 31, 2013: | ||||||||||||||||
Cash equivalents: | ||||||||||||||||
Money market funds | $ | 51,615 | $ | 51,615 | $ | — | ||||||||||
At September 30, 2014: | ||||||||||||||||
Cash equivalents: | ||||||||||||||||
Money market funds | $ | 25,703 | $ | 25,703 | $ | — | ||||||||||
Short-term investments: | ||||||||||||||||
Corporate bonds | $ | 21,799 | $ | — | $ | 21,799 | ||||||||||
Commercial paper | $ | 4,197 | $ | — | $ | 4,197 | ||||||||||
Financial assets and liabilities are considered Level 2 when their fair values are determined using inputs that are observable in the market or can be derived principally from or corroborated by observable market data such as pricing for similar securities, recently executed transactions, cash flow models with yield curves, and benchmark securities. In addition, Level 2 financial instruments are valued using comparisons to like-kind financial instruments and models that use readily observable market data as their basis. Corporate bonds and commercial paper are valued primarily using market prices of comparable securities, bid/ask quotes, interest rate yields and prepayment spreads and are included in Level 2. | ||||||||||||||||
Financial assets and liabilities are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies, or similar techniques, and at least one significant model assumption or input is unobservable. We have no Level 3 financial assets and liabilities. | ||||||||||||||||
Available-for-sale investments are carried at fair value and are included in the tables above under short-term investments. The aggregate market value, cost basis, and gross unrealized gains and losses of available-for-sale investments by major security type are as follows: | ||||||||||||||||
Total | Total | Total | ||||||||||||||
Amortized | Unrealized | Unrealized | Total | |||||||||||||
Cost | Gain | Loss | Fair Value | |||||||||||||
(in thousands) | ||||||||||||||||
At September 30, 2014: | ||||||||||||||||
Short-term investments: | ||||||||||||||||
Corporate bonds | $ | 21,810 | $ | 3 | $ | (14 | ) | $ | 21,799 | |||||||
Commercial paper | 4,197 | — | — | 4,197 | ||||||||||||
Total short-term investments | $ | 26,007 | $ | 3 | $ | (14 | ) | $ | 25,996 | |||||||
The amortized cost and fair value of available-for-sale debt investments, by contractual maturity, were as follows: | ||||||||||||||||
Total | ||||||||||||||||
Amortized | Total | |||||||||||||||
Cost | Fair Value | |||||||||||||||
(in thousands) | ||||||||||||||||
At September 30, 2014: | ||||||||||||||||
Maturing within one year | $ | 24,917 | $ | 24,906 | ||||||||||||
Maturing in one to five years | 1,090 | 1,090 | ||||||||||||||
Short-term available for sale investments | $ | 26,007 | $ | 25,996 | ||||||||||||
Segment and Geographic Information | ' | |||||||||||||||
Segment and Geographic Information | ||||||||||||||||
We operate and manage our business as one reporting and one operating segment, which is the business of developing and commercializing therapeutics. Our Chief Executive Officer, who is our chief operating decision maker, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance. All of our assets are located in the United States. | ||||||||||||||||
Property and Equipment, Net | ' | |||||||||||||||
Property and Equipment, Net | ||||||||||||||||
Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, ranging from three to five years. Maintenance and repairs are charged to operations as incurred. | ||||||||||||||||
Long-lived Assets | ' | |||||||||||||||
Long-lived Assets | ||||||||||||||||
We evaluate the carrying amount of our long-lived assets whenever events or changes in circumstances indicate that the assets may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition are less than the carrying amount of the asset. To date, there have been no such impairment losses. | ||||||||||||||||
Convertible Preferred Stock | ' | |||||||||||||||
Convertible Preferred Stock | ||||||||||||||||
We recorded issued convertible preferred stock at fair value on the dates of issuance. The convertible preferred stock is recorded outside of stockholders’ deficit because the shares contain liquidation features that are not solely within our control. We have elected not to adjust the carrying values of the convertible preferred stock to the liquidation preferences of such shares because it is uncertain whether or when an event would occur that would obligate us to pay the liquidation preferences to holders of shares of convertible preferred stock. Subsequent adjustments to increase the carrying values to the liquidation preferences will be made only when it becomes probable that such a liquidation event will occur. | ||||||||||||||||
Estimated Fair Value of Series A-1 Convertible Preferred Stock | ||||||||||||||||
In consideration for the licenses of our product candidate portfolio, we issued 5,538,462 shares of Series A-1 convertible preferred stock (615,384 shares after giving effect to the Recapitalization) and paid $250,000 to Amgen. | ||||||||||||||||
We estimated the fair value of our Series A-1 preferred stock to be $2,768,000 by using the option pricing model (“OPM”), backsolve method. OPM treats the rights of the holders of shares of preferred and common stock as equivalent to call options on any value of the enterprise above certain break points of value based upon the liquidation preferences of the holders of preferred stock, as well as their rights to participation and conversion. Thus, the estimated value of the Series A-1 convertible preferred stock can be determined by estimating the value of its portion of each of these call option rights. The OPM backsolve method derives the implied equity value of a company from a recent transaction involving the company’s own securities issued on an arm’s-length basis. This implied equity value was then allocated to each part of our capital structure, including our Series A-1 convertible preferred stock and common stock. Significant assumptions included an estimated volatility of 53.3%, a risk free interest rate of 0.28% and a time to exit of 2.25 years. | ||||||||||||||||
Stock-Based Compensation Expense | ' | |||||||||||||||
Stock-Based Compensation Expense | ||||||||||||||||
We account for stock-based compensation expense, including the expense of restricted common stock awards and grants of RSUs and stock options that may be settled in shares of our common stock, based on the fair values of the equity instruments issued. The fair value is determined on the measurement date, which is generally the date of grant for employee awards and the date when the service performance is completed for non-employees. The fair value for our restricted common stock awards is their intrinsic value, which is the difference between the fair value of the underlying stock at the measurement date and the purchase price. The fair value of our RSUs is the fair value of the underlying stock at the measurement date. The fair value for our stock option awards is determined at the grant date using the Black-Scholes valuation model. Stock-based compensation expense for awards with time-based vesting criteria is recognized as expense on a straight-line basis over the requisite service period. For employees’ awards with performance-based vesting criteria, we assess the probability of the achievement of the performance conditions at the end of each reporting period and recognize the share-based compensation costs when it becomes probable that the performance conditions will be met. For non-employees’ awards with performance-based vesting criteria, we assess all possible outcomes at the end of each reporting period and recognize the lowest aggregate fair value in the range of possible outcomes. The lowest value in the range of possible outcomes may be zero. For awards that are subject to both service and performance conditions, no expense is recognized until it is probable that performance conditions will be met. Stock-based compensation expense for awards with performance and other vesting criteria is recognized as expense under an accelerated graded vesting model. | ||||||||||||||||
Key assumptions used in the Black-Scholes valuation model used for employee stock awards include: | ||||||||||||||||
Expected term – The expected term assumption represents the period that our stock-based awards are expected to be outstanding and is determined using the simplified method. | ||||||||||||||||
Expected volatility – Expected volatility is estimated using comparable public companies’ volatility for similar terms. | ||||||||||||||||
Expected dividend – We have not historically declared or paid dividends to our stockholders and have no plans to pay dividends; therefore we assumed an expected dividend yield of 0%. | ||||||||||||||||
Risk-free interest rate – The risk-free interest rate is based on the yield on U.S. Treasury securities with the expected term of the associated award. | ||||||||||||||||
The fair value of non-employee stock options is estimated using the Black-Scholes valuation model with assumptions generally consistent with those used for employee stock options, with the exception of the expected term, which is the remaining contractual life at each measurement date. | ||||||||||||||||
Research and Development Expense | ' | |||||||||||||||
Research and Development Expense | ||||||||||||||||
Research and development expense consists of costs incurred in performing research and development activities, including compensation and benefits for research and development employees, an allocation of facility and overhead expenses, expenses incurred under agreements with contract research organizations and investigative sites that conduct clinical trials and preclinical studies, the costs of acquiring and manufacturing clinical trial materials, and other supplies and costs associated with product development efforts, preclinical activities and regulatory operations. Research and development costs are expensed as incurred. | ||||||||||||||||
Costs for preclinical study and clinical trial activities are recognized based on an evaluation of our vendors’ progress towards completion of specific tasks, using data such as patient enrollment, clinical site activations or information provided to us by our vendors regarding their actual costs incurred. Payments for these activities are based on the terms of individual contracts and payment timing may differ significantly from the period in which the services are performed. We determine accrual estimates through reports from and discussions with applicable personnel and outside service providers as to the progress or state of completion of trials, or the services completed. Our estimates of accrued expenses as of each balance sheet date are based on the facts and circumstances known at the time. Costs that are paid in advance of performance are deferred as a prepaid expense and amortized over the service period as the services are provided. | ||||||||||||||||
Income Taxes | ' | |||||||||||||||
Income Taxes | ||||||||||||||||
We use the assets and liability method to account for income taxes. We record deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates expected to be in effect when the differences are expected to reverse. Valuation allowances are provided when necessary to reduce net deferred tax assets to the amount that is more likely than not to be realized. Based on the available evidence, we are unable, at this time, to support the determination that it is more likely than not that our deferred tax assets will be utilized in the future. Accordingly, we recorded a full valuation allowance as of September 30, 2014 and December 31, 2013. We intend to maintain valuation allowances until sufficient evidence exists to support its reversal. | ||||||||||||||||
Tax benefits related to uncertain tax positions are recognized when it is more likely than not that a tax position will be sustained during an audit. Interest and penalties related to unrecognized tax benefits are included within the provision for income tax. | ||||||||||||||||
Comprehensive Loss | ' | |||||||||||||||
Comprehensive Loss | ||||||||||||||||
Comprehensive loss is defined as a change in equity of a business enterprise during a period resulting from transactions from non-owner sources. Other comprehensive loss includes net loss and unrealized losses on available-for-sale investments. | ||||||||||||||||
Net Loss Per Common Share | ' | |||||||||||||||
Net Loss per Common Share | ||||||||||||||||
Basic and diluted net loss per common share is presented, giving effect to the Recapitalization, including cancellation of existing Atara common stock and a nine-for-one share exchange. Basic net loss per common share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, without consideration of common stock equivalents. Diluted net loss per common share is computed by dividing the net loss by the weighted-average number of shares of common stock and common share equivalents outstanding for the period. Common share equivalents are only included in the calculation of diluted net loss per common share when their effect is dilutive. Our convertible preferred stock and restricted stock awards are considered to be participating securities as they are entitled to participate in undistributed earnings with shares of common stock. Due to net losses, there is no impact on the net loss per common share calculation in applying the two-class method since the participating securities have no legal requirement to share in any losses. | ||||||||||||||||
Potential dilutive securities, which include convertible preferred stock and unvested restricted common stock awards have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per common share and be antidilutive. Therefore, the denominator used to calculate both basic and diluted net loss per common share is the same in all periods presented. | ||||||||||||||||
The following shares of potentially dilutive securities give effect to the Recapitalization, and have been excluded from the computations of diluted net loss per common share as the effect of including such securities would be antidilutive: | ||||||||||||||||
Three months | Nine months | |||||||||||||||
ended September 30, | ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Convertible preferred stock | 12,299,184 | 5,766,090 | 12,249,056 | 5,186,843 | ||||||||||||
Unvested restricted common stock | 631,031 | 828,118 | 702,135 | 796,985 | ||||||||||||
12,930,215 | 6,594,208 | 12,951,191 | 5,983,828 | |||||||||||||
In addition, 209,959 options have been excluded from the above table as the exercise prices of the underlying options were greater than the average fair value of our common stock for the periods presented. | ||||||||||||||||
Recent Accounting Pronouncements | ' | |||||||||||||||
Recent Accounting Pronouncements | ||||||||||||||||
In August 2014, the Financial Accounting Standards Board (the “FASB”) issued a new accounting standard to provide guidance on the presentation of management’s plans, when conditions or events raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. The new standard is effective for fiscal years ending after December 15, 2016. The adoption of this standard is not expected to have a material impact on our financial statements. | ||||||||||||||||
In June 2014, the FASB amended the definition of a development-stage entity in the Master Glossary of the Accounting Standards Codification. The amendments simplified the financial reporting for development-stage companies by eliminating inception-to-date reporting requirements specific to development stage entities. The revised guidance is effective for annual periods beginning after December 15, 2014; however we early adopted the guidance in the second quarter of 2014. The adoption of this guidance impacted our financial statement presentation, but did not have a material impact on our financial position or results of operations and cash flows. | ||||||||||||||||
In May 2014, the FASB issued a new accounting standard, Revenue from Contracts with Customers (Topic 606), which supersedes that revenue recognition requirements in the current standard, Revenue Recognition. The new standard is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. It also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The new standard’s effective date for us will be January 1, 2017. We will evaluate the application of this standard when we enter into any contracts with customers. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||||
Fair Value Hierarchy for Financial Assets and Financial Liabilities Measured at Fair Value on a Recurring Basis | ' | |||||||||||||||
The following table represents the fair value hierarchy for our financial assets and financial liabilities measured at fair value on a recurring basis: | ||||||||||||||||
Quoted | Significant | |||||||||||||||
Prices in | Other | |||||||||||||||
Active | Observable | |||||||||||||||
Total | Markets | Inputs | ||||||||||||||
Fair Value | (Level 1) | (Level 2) | ||||||||||||||
(in thousands) | ||||||||||||||||
At December 31, 2013: | ||||||||||||||||
Cash equivalents: | ||||||||||||||||
Money market funds | $ | 51,615 | $ | 51,615 | $ | — | ||||||||||
At September 30, 2014: | ||||||||||||||||
Cash equivalents: | ||||||||||||||||
Money market funds | $ | 25,703 | $ | 25,703 | $ | — | ||||||||||
Short-term investments: | ||||||||||||||||
Corporate bonds | $ | 21,799 | $ | — | $ | 21,799 | ||||||||||
Commercial paper | $ | 4,197 | $ | — | $ | 4,197 | ||||||||||
Available for Sale Investments Carried at Fair Value Included Short Term Investments | ' | |||||||||||||||
The aggregate market value, cost basis, and gross unrealized gains and losses of available-for-sale investments by major security type are as follows: | ||||||||||||||||
Total | Total | Total | ||||||||||||||
Amortized | Unrealized | Unrealized | Total | |||||||||||||
Cost | Gain | Loss | Fair Value | |||||||||||||
(in thousands) | ||||||||||||||||
At September 30, 2014: | ||||||||||||||||
Short-term investments: | ||||||||||||||||
Corporate bonds | $ | 21,810 | $ | 3 | $ | (14 | ) | $ | 21,799 | |||||||
Commercial paper | 4,197 | — | — | 4,197 | ||||||||||||
Total short-term investments | $ | 26,007 | $ | 3 | $ | (14 | ) | $ | 25,996 | |||||||
Amortized Cost and Fair Value of Available for Sale Debt Investments by Contractual Maturity | ' | |||||||||||||||
The amortized cost and fair value of available-for-sale debt investments, by contractual maturity, were as follows: | ||||||||||||||||
Total | ||||||||||||||||
Amortized | Total | |||||||||||||||
Cost | Fair Value | |||||||||||||||
(in thousands) | ||||||||||||||||
At September 30, 2014: | ||||||||||||||||
Maturing within one year | $ | 24,917 | $ | 24,906 | ||||||||||||
Maturing in one to five years | 1,090 | 1,090 | ||||||||||||||
Short-term available for sale investments | $ | 26,007 | $ | 25,996 | ||||||||||||
Antidilutive Securities Excluded From Computation of Diluted Net Loss per Common Share | ' | |||||||||||||||
The following shares of potentially dilutive securities give effect to the Recapitalization, and have been excluded from the computations of diluted net loss per common share as the effect of including such securities would be antidilutive: | ||||||||||||||||
Three months | Nine months | |||||||||||||||
ended September 30, | ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Convertible preferred stock | 12,299,184 | 5,766,090 | 12,249,056 | 5,186,843 | ||||||||||||
Unvested restricted common stock | 631,031 | 828,118 | 702,135 | 796,985 | ||||||||||||
12,930,215 | 6,594,208 | 12,951,191 | 5,983,828 | |||||||||||||
Convertible_Preferred_Stock_an1
Convertible Preferred Stock and Stockholders' Deficit (Tables) | 9 Months Ended | |||||||||||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||||||||||
Equity [Abstract] | ' | |||||||||||||||||||||||||||||||
Summary of Convertible Preferred Shares Issued and Authorized | ' | |||||||||||||||||||||||||||||||
Convertible preferred shares issued and authorized as of September 30, 2014 and December 31, 2013 were as follows: | ||||||||||||||||||||||||||||||||
As of September 30, 2014 | ||||||||||||||||||||||||||||||||
Authorized | Outstanding | Carrying | ||||||||||||||||||||||||||||||
Shares | Shares | Value | ||||||||||||||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||||||||||||||
Series A convertible preferred stock | 5,150,699 | 5,150,699 | $ | 19,909 | ||||||||||||||||||||||||||||
Series A-1 convertible preferred stock | 615,384 | 615,384 | 2,768 | |||||||||||||||||||||||||||||
Series B convertible preferred stock | 6,532,432 | 6,532,432 | 51,895 | |||||||||||||||||||||||||||||
12,298,515 | 12,298,515 | $ | 74,572 | |||||||||||||||||||||||||||||
As of December 31, 2013 | ||||||||||||||||||||||||||||||||
Nina | Pinta | Santa Maria | Combined Total | |||||||||||||||||||||||||||||
Carrying | Carrying | Carrying | Carrying | |||||||||||||||||||||||||||||
Shares | Value | Shares | Value | Shares | Value | Shares | Value | |||||||||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||||||||||||||
Issued and outstanding: | ||||||||||||||||||||||||||||||||
Series A convertible | 15,452,114 | $ | 2,306 | 15,452,114 | $ | 9,963 | 15,452,114 | $ | 7,640 | 46,356,342 | $ | 19,909 | ||||||||||||||||||||
preferred stock | ||||||||||||||||||||||||||||||||
Series A-1 convertible | 1,846,154 | 573 | 1,846,154 | 1,355 | 1,846,154 | 840 | 5,538,462 | 2,768 | ||||||||||||||||||||||||
preferred stock | ||||||||||||||||||||||||||||||||
Series B convertible | 14,509,579 | 2,496 | 14,509,579 | 17,960 | 14,509,579 | 17,958 | 43,528,737 | 38,414 | ||||||||||||||||||||||||
preferred stock | ||||||||||||||||||||||||||||||||
31,807,847 | $ | 5,375 | 31,807,847 | $ | 29,278 | 31,807,847 | $ | 26,438 | 95,423,541 | $ | 61,091 | |||||||||||||||||||||
Authorized: | ||||||||||||||||||||||||||||||||
Series A convertible | 15,452,114 | 15,452,114 | 15,452,114 | 46,356,342 | ||||||||||||||||||||||||||||
preferred stock | ||||||||||||||||||||||||||||||||
Series A-1 convertible | 1,846,154 | 1,846,154 | 1,846,154 | 5,538,462 | ||||||||||||||||||||||||||||
preferred stock | ||||||||||||||||||||||||||||||||
Series B convertible | 16,960,012 | 16,960,012 | 16,960,012 | 50,880,036 | ||||||||||||||||||||||||||||
preferred stock | ||||||||||||||||||||||||||||||||
34,258,280 | 34,258,280 | 34,258,280 | 102,774,840 | |||||||||||||||||||||||||||||
Common_Stock_and_Additional_Pa1
Common Stock and Additional Paid-in Capital (Tables) | 9 Months Ended | |||||||||||||||||||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||||||||||||||||||
Equity [Abstract] | ' | |||||||||||||||||||||||||||||||||||||||
Schedule of Common Stock Issued and Outstanding | ' | |||||||||||||||||||||||||||||||||||||||
Common stock authorized, issued and outstanding and additional paid-in capital as of September 30, 2014 and December 31, 2013 were as follows: | ||||||||||||||||||||||||||||||||||||||||
Authorized | Outstanding | |||||||||||||||||||||||||||||||||||||||
As of December 31, 2013 | 162,461,535 | 12,003,891 | ||||||||||||||||||||||||||||||||||||||
Issuance of common stock upon vesting of awards | — | 644,710 | ||||||||||||||||||||||||||||||||||||||
Recapitalization: | ||||||||||||||||||||||||||||||||||||||||
Cancellation of Atara shares | (923,076 | ) | (923,076 | ) | ||||||||||||||||||||||||||||||||||||
Tender of Nina, Pinta and Santa Maria shares | (161,538,459 | ) | (11,725,525 | ) | ||||||||||||||||||||||||||||||||||||
Issuance of Atara shares | 17,948,717 | 1,302,835 | ||||||||||||||||||||||||||||||||||||||
Issuance of common stock upon vesting of awards - post Recapitalization | — | 147,116 | ||||||||||||||||||||||||||||||||||||||
Issuance of common stock for research and development expenses related to technology licensing option | — | 59,761 | ||||||||||||||||||||||||||||||||||||||
As of September 30, 2014 | 17,948,717 | 1,509,712 | ||||||||||||||||||||||||||||||||||||||
Schedule of Common Stock Issued, Outstanding and Authorized and Additional Paid-in Capital | ' | |||||||||||||||||||||||||||||||||||||||
As of December 31, 2013 | ||||||||||||||||||||||||||||||||||||||||
Nina | Pinta | Santa Maria | Atara | Combined Total | ||||||||||||||||||||||||||||||||||||
Carrying | Carrying | Carrying | Carrying | Carrying | ||||||||||||||||||||||||||||||||||||
Shares | Value | Shares | Value | Shares | Value | Shares | Value | Shares | Value | |||||||||||||||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||||||||||||||||||||||
Issued and | ||||||||||||||||||||||||||||||||||||||||
outstanding: | ||||||||||||||||||||||||||||||||||||||||
Common stock, | 3,693,605 | $ | — | 3,693,605 | $ | — | 3,693,605 | $ | 1 | 923,076 | $ | — | 12,003,891 | $ | 1 | |||||||||||||||||||||||||
par value | ||||||||||||||||||||||||||||||||||||||||
Additional paid- | — | 147 | — | 1,017 | — | 1,036 | — | — | — | 2,200 | ||||||||||||||||||||||||||||||
in capital | ||||||||||||||||||||||||||||||||||||||||
3,693,605 | $ | 147 | 3,693,605 | $ | 1,017 | 3,693,605 | $ | 1,037 | 923,076 | $ | — | 12,003,891 | $ | 2,201 | ||||||||||||||||||||||||||
Authorized | 53,846,153 | 53,846,153 | 53,846,153 | 923,076 | 162,461,535 | |||||||||||||||||||||||||||||||||||
Schedule of Shares of Common Stock for issuance | ' | |||||||||||||||||||||||||||||||||||||||
We have reserved the following shares of common stock for issuance: | ||||||||||||||||||||||||||||||||||||||||
September 30, | ||||||||||||||||||||||||||||||||||||||||
2014 | ||||||||||||||||||||||||||||||||||||||||
Conversion of Series A convertible preferred stock | 5,150,699 | |||||||||||||||||||||||||||||||||||||||
Conversion of Series A-1 convertible preferred stock | 615,384 | |||||||||||||||||||||||||||||||||||||||
Conversion of Series B convertible preferred stock | 6,532,432 | |||||||||||||||||||||||||||||||||||||||
Common stock available for grant of stock awards | 1,136,543 | |||||||||||||||||||||||||||||||||||||||
Common stock issuable for options and RSUs outstanding and non-vested restricted stock | 1,698,120 | |||||||||||||||||||||||||||||||||||||||
15,133,178 | ||||||||||||||||||||||||||||||||||||||||
Schedule of Stock-based Compensation, Nonemployee Director Stock Award Plan, Activity | ' | |||||||||||||||||||||||||||||||||||||||
Following the Recapitalization, these awards were accounted as employee awards based upon the fair market value of common stock on March 31, 2014. Total stock-based compensation expense related to these awards was as follows: | ||||||||||||||||||||||||||||||||||||||||
Three months | Nine months | |||||||||||||||||||||||||||||||||||||||
ended September 30, | ended September 30, | |||||||||||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||||||||||||||
Research and development | $ | 86 | $ | 90 | $ | 918 | $ | 203 | ||||||||||||||||||||||||||||||||
General and administrative | 346 | 249 | 3,356 | 814 | ||||||||||||||||||||||||||||||||||||
$ | 432 | $ | 339 | $ | 4,274 | $ | 1,017 | |||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | ' | |||||||||||||||||||||||||||||||||||||||
A summary of the restricted stock awards and RSUs granted and vested on a combined and consolidated basis during the period from December 31, 2012 to September 30, 2014 is as follows: | ||||||||||||||||||||||||||||||||||||||||
Combined Number of Units/Awards | Weighted-Average Grant Date Fair Value | |||||||||||||||||||||||||||||||||||||||
Unvested at December 31, 2013 | 4,261,774 | $ | 0.133 | |||||||||||||||||||||||||||||||||||||
Granted—Restricted stock units | 5,375,742 | $ | 0.606 | |||||||||||||||||||||||||||||||||||||
Vested—Restricted stock awards | (144,951 | ) | $ | 0.045 | ||||||||||||||||||||||||||||||||||||
Unvested at March 30, 2014 | 9,492,565 | $ | 0.402 | |||||||||||||||||||||||||||||||||||||
Recapitalization (Note 2) | (8,437,856 | ) | ||||||||||||||||||||||||||||||||||||||
Unvested at March 31, 2014 | 1,054,709 | $ | 3.619 | |||||||||||||||||||||||||||||||||||||
Granted—Restricted stock units* | 13,692 | $ | 12.545 | |||||||||||||||||||||||||||||||||||||
Vested—Restricted stock awards | (36,058 | ) | $ | 0.404 | ||||||||||||||||||||||||||||||||||||
Forfeitures | (66,153 | ) | $ | 8.593 | ||||||||||||||||||||||||||||||||||||
Unvested at September 30, 2014 | 966,190 | $ | 3.561 | |||||||||||||||||||||||||||||||||||||
* Granted under the 2014 Equity Incentive Plan discussed below | ||||||||||||||||||||||||||||||||||||||||
Summary of Stock Option Activity | ' | |||||||||||||||||||||||||||||||||||||||
The following is a summary of stock option activity for the nine months ended September 30, 2014: | ||||||||||||||||||||||||||||||||||||||||
Number of Awards | Exercise Price Per Share | Remaining Contractual Term | ||||||||||||||||||||||||||||||||||||||
Outstanding at December 31, 2013 | — | $ | — | — | ||||||||||||||||||||||||||||||||||||
Granted | 209,959 | 12.55 | ||||||||||||||||||||||||||||||||||||||
Exercised | — | — | — | |||||||||||||||||||||||||||||||||||||
Forfeited or expired | — | — | — | |||||||||||||||||||||||||||||||||||||
Outstanding at September 30, 2014 | 209,959 | $ | 12.55 | 6.88 | ||||||||||||||||||||||||||||||||||||
Vested and expected to vest at September 30, 2014 | 209,959 | $ | 12.55 | 6.88 | ||||||||||||||||||||||||||||||||||||
Exercisable at September 30, 2014 | — | $ | — | — | ||||||||||||||||||||||||||||||||||||
Summary of Options Estimated with Weighted Average | ' | |||||||||||||||||||||||||||||||||||||||
The fair value of each option issued was estimated at the date of grant using the Black-Scholes valuation model with the following weighted-average assumptions: | ||||||||||||||||||||||||||||||||||||||||
Nine Months Ended September 30, 2014 | ||||||||||||||||||||||||||||||||||||||||
Employees | Non-Employees | |||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 1.74 | % | 2.24 | % | ||||||||||||||||||||||||||||||||||||
Expected life of options in years | 4.6 | 7 | ||||||||||||||||||||||||||||||||||||||
Expected volatility of underlying stock | 65.7 | % | 65.8 | % | ||||||||||||||||||||||||||||||||||||
Expected dividend yield | 0 | % | 0 | % | ||||||||||||||||||||||||||||||||||||
Organization_and_Description_o1
Organization and Description of Business - Additional Information (Details) (USD $) | 9 Months Ended | 1 Months Ended |
Sep. 30, 2014 | Oct. 31, 2014 | |
Subsequent Event | ||
IPO | ||
Organization And Description Of Business [Line Items] | ' | ' |
Entity incorporation state | 'Delaware | ' |
Entity incorporation date | 1-Aug-12 | ' |
Common stock, shares issued | ' | 5,750,000 |
Underwriters option to purchase common stock | ' | 750,000 |
Shares issued, price per share | ' | $11 |
Proceeds from sale of common stock | ' | $55,800,000 |
Preferred stock conversion into common stock | ' | 12,298,515 |
Additional Paid in Capital, Preferred Stock | ' | $74,600,000 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Details) (USD $) | 0 Months Ended | 9 Months Ended | 9 Months Ended | 4 Months Ended | 9 Months Ended | 9 Months Ended | ||||||
Jul. 09, 2014 | Sep. 30, 2012 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2012 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
Segment | Option Pricing Model | Amgen | Amgen | Series A One Convertible Preferred Stock | Series A One Convertible Preferred Stock | Series A One Convertible Preferred Stock | Minimum | Maximum | ||||
Option Pricing Model | Prior to Recapitalization | After Recapitalization | ||||||||||
Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders' equity, stock split conversion ratio | 0.7692 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accumulated deficit | ' | ' | ($30,362,000) | ($12,883,000) | ' | ' | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents maturity period | ' | ' | '90 days | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment maturity period | ' | ' | '90 days | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of reportable segments | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of operating segments | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, plant and equipment, useful life | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | '5 years |
Impairment of long-lived assets | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible preferred stock, shares issued upon conversion | ' | ' | ' | ' | ' | ' | ' | ' | 5,538,462 | 615,384 | ' | ' |
Payments under license agreement | ' | 250,000 | ' | ' | ' | 250,000 | 250,000 | ' | ' | ' | ' | ' |
Estimated fair value of preferred stock | ' | ' | ' | ' | ' | ' | ' | 2,768,000 | ' | ' | ' | ' |
Estimated volatility | ' | ' | ' | ' | 53.30% | ' | ' | ' | ' | ' | ' | ' |
Estimated risk free interest rate | ' | ' | ' | ' | 0.28% | ' | ' | ' | ' | ' | ' | ' |
Estimated time to exit | ' | ' | ' | ' | '2 years 3 months | ' | ' | ' | ' | ' | ' | ' |
Performance-based awards, expense recognized | ' | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected Dividend Rate | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of options excluded from antidilutive securities | ' | ' | 209,959 | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Fair Value Hierarchy for Financial Assets and Financial Liabilities Measured at Fair Value on a Recurring Basis (Details) (Fair Value, Measurements, Recurring, USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Corporate Bond Securities | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Short-term Investments | $21,799 | ' |
Money Market Funds | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Cash equivalents | 25,703 | 51,615 |
Commercial Paper | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Short-term Investments | 4,197 | ' |
Quoted Prices in Active Markets (Level1) | Money Market Funds | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Cash equivalents | 25,703 | 51,615 |
Significant Other Observable Inputs (Level 2) | Corporate Bond Securities | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Short-term Investments | 21,799 | ' |
Significant Other Observable Inputs (Level 2) | Commercial Paper | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Short-term Investments | $4,197 | ' |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Available for Sale Investments Carried at Fair Value Included Short Term Investments (Details) (USD $) | Sep. 30, 2014 |
In Thousands, unless otherwise specified | |
Schedule Of Available For Sale Securities [Line Items] | ' |
Total Amortized Cost | $26,007 |
Total Unrealized Gain | 3 |
Total Unrealized Loss | -14 |
Total Fair Value | 25,996 |
Corporate Bond Securities | ' |
Schedule Of Available For Sale Securities [Line Items] | ' |
Total Amortized Cost | 21,810 |
Total Unrealized Gain | 3 |
Total Unrealized Loss | -14 |
Total Fair Value | 21,799 |
Commercial Paper | ' |
Schedule Of Available For Sale Securities [Line Items] | ' |
Total Amortized Cost | 4,197 |
Total Fair Value | $4,197 |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies - Amortized Cost and Fair Value of Available for Sale Debt Investments by Contractual Maturity (Details) (USD $) | Sep. 30, 2014 |
In Thousands, unless otherwise specified | |
Amortized cost | ' |
Maturing within one year, Amortized cost | $24,917 |
Maturing in one to five years, Amortized cost | 1,090 |
Short-term available for sale investments, Amortized cost | 26,007 |
Fair value | ' |
Maturing within one year, Fair value | 24,906 |
Maturing in one to five years, Fair value | 1,090 |
Short-term available for sale investments, Fair value | $25,996 |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies - Antidilutive Securities Excluded From Computation of Diluted Net Loss per Common Share (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share, amount | 12,930,215 | 6,594,208 | 12,951,191 | 5,983,828 |
Convertible Preferred Stock | ' | ' | ' | ' |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share, amount | 12,299,184 | 5,766,090 | 12,249,056 | 5,186,843 |
Unvested Restricted Common Stock | ' | ' | ' | ' |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share, amount | 631,031 | 828,118 | 702,135 | 796,985 |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2014 | |
Minimum | ' |
Property Plant And Equipment [Line Items] | ' |
Property, plant and equipment, useful life | '3 years |
Maximum | ' |
Property Plant And Equipment [Line Items] | ' |
Property, plant and equipment, useful life | '5 years |
Significant_Agreements_Additio
Significant Agreements - Additional Information (Details) (USD $) | 0 Months Ended | 9 Months Ended | 4 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Sep. 30, 2012 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | |
Amgen | Amgen | MSK | MSK | License Agreement With Amgen | License Agreement With Amgen | License Agreement With Amgen | License Agreement With Amgen | License Agreement With Amgen | Series A One Convertible Preferred Stock | Series A One Convertible Preferred Stock | Series B Convertible Preferred Stock | Series B Convertible Preferred Stock | After Recapitalization | ||||
Amgen | Series A One Convertible Preferred Stock | ||||||||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible preferred stock issued | ' | ' | 95,423,541 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,538,462 | 5,538,462 | 43,528,737 | ' | ' |
Payments under license agreement | $250,000 | ' | ' | $250,000 | $250,000 | ' | $4,500,000 | $447,518,000 | ' | $206,434,000 | $842,228,000 | $688,909,000 | ' | ' | ' | ' | ' |
Convertible preferred stock, shares issued upon conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 615,384 |
Milestone payments paid | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | 1,000,000 | ' | ' | ' | ' | ' | ' |
Percentage of voting interests | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9.80% | ' |
Payments under exclusive option license agreement | ' | ' | ' | ' | ' | ' | 1,250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Shares, Issued | ' | 59,761 | ' | ' | ' | ' | 59,761 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from sale of common stock | ' | ' | ' | ' | ' | ' | 750,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Research and development expense | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cost incurred to extend option | ' | ' | ' | ' | ' | ' | 630,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated future payment for license fee | ' | ' | ' | ' | ' | ' | $33,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | ||||||||||
Sep. 30, 2012 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
License Agreement With Amgen | License Agreement With Amgen | License Agreement With Amgen | License Agreement With Amgen | License Agreement With Amgen | License Agreement With Amgen | License Agreement With Amgen | License Agreement With Amgen | License Agreement With Amgen | Brisbane California Sublease | South San Francisco California Sublease | ||||||
Maximum | Milestone For Clinical Trials | Milestone For Regulatory Approvals | ||||||||||||||
Commitments And Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Future minimum payments under operating lease in 2014 | ' | $31,900 | ' | $31,900 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $23,220 | ' |
Lease expiration date | ' | ' | ' | 31-Oct-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31-Jan-15 | 31-Jan-17 |
Future minimum payments under sublease in 2015 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 811 | ' |
Estimated commitment over the term of the sublease | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 |
Rental expense | ' | 19,867 | 12,988 | 49,620 | 40,224 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Milestone payment payable on achievement of development and regulatory approvals | ' | ' | ' | ' | ' | 86,000,000 | ' | ' | 86,000,000 | ' | ' | 206,000,000 | 14,000,000 | 72,000,000 | ' | ' |
Sales revenue | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000,000 | ' | ' | ' | ' | ' | ' | ' |
Contractual obligations due | ' | ' | ' | ' | ' | 0 | ' | ' | 0 | ' | 0 | ' | ' | ' | ' | ' |
Milestone payments paid | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' |
Payments under license agreement | $250,000 | ' | ' | ' | ' | $447,518,000 | ' | $206,434,000 | $842,228,000 | $688,909,000 | ' | ' | ' | ' | ' | ' |
Convertible_Preferred_Stock_an2
Convertible Preferred Stock and Stockholders' Deficit - Summary of Convertible Preferred Shares Issued and Authorized (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2012 |
In Thousands, except Share data, unless otherwise specified | |||
Class Of Stock [Line Items] | ' | ' | ' |
Authorized Shares | 12,298,515 | 102,774,840 | ' |
Outstanding Shares | 12,298,515 | 95,423,541 | ' |
Carrying Value | $74,572 | $61,091 | ' |
Convertible preferred stock issued | ' | 95,423,541 | ' |
Nina | ' | ' | ' |
Class Of Stock [Line Items] | ' | ' | ' |
Authorized Shares | ' | 34,258,280 | ' |
Outstanding Shares | ' | 31,807,847 | ' |
Carrying Value | ' | 5,375 | ' |
Convertible preferred stock issued | ' | 31,807,847 | ' |
Pinta | ' | ' | ' |
Class Of Stock [Line Items] | ' | ' | ' |
Authorized Shares | ' | 34,258,280 | ' |
Outstanding Shares | ' | 31,807,847 | ' |
Carrying Value | ' | 29,278 | ' |
Convertible preferred stock issued | ' | 31,807,847 | ' |
Santa Maria | ' | ' | ' |
Class Of Stock [Line Items] | ' | ' | ' |
Authorized Shares | ' | 34,258,280 | ' |
Outstanding Shares | ' | 31,807,847 | ' |
Carrying Value | ' | 26,438 | ' |
Convertible preferred stock issued | ' | 31,807,847 | ' |
Series A Convertible Preferred Stock | ' | ' | ' |
Class Of Stock [Line Items] | ' | ' | ' |
Authorized Shares | 5,150,699 | 46,356,342 | ' |
Outstanding Shares | 5,150,699 | 46,356,342 | ' |
Carrying Value | 19,909 | 19,909 | ' |
Convertible preferred stock issued | ' | 46,356,342 | ' |
Series A Convertible Preferred Stock | Nina | ' | ' | ' |
Class Of Stock [Line Items] | ' | ' | ' |
Authorized Shares | ' | 15,452,114 | ' |
Outstanding Shares | ' | 15,452,114 | ' |
Carrying Value | ' | 2,306 | ' |
Convertible preferred stock issued | ' | 15,452,114 | ' |
Series A Convertible Preferred Stock | Pinta | ' | ' | ' |
Class Of Stock [Line Items] | ' | ' | ' |
Authorized Shares | ' | 15,452,114 | ' |
Outstanding Shares | ' | 15,452,114 | ' |
Carrying Value | ' | 9,963 | ' |
Convertible preferred stock issued | ' | 15,452,114 | ' |
Series A Convertible Preferred Stock | Santa Maria | ' | ' | ' |
Class Of Stock [Line Items] | ' | ' | ' |
Authorized Shares | ' | 15,452,114 | ' |
Outstanding Shares | ' | 15,452,114 | ' |
Carrying Value | ' | 7,640 | ' |
Convertible preferred stock issued | ' | 15,452,114 | ' |
Series A One Convertible Preferred Stock | ' | ' | ' |
Class Of Stock [Line Items] | ' | ' | ' |
Authorized Shares | 615,384 | 5,538,462 | ' |
Outstanding Shares | 615,384 | 5,538,462 | ' |
Carrying Value | 2,768 | 2,768 | ' |
Convertible preferred stock issued | ' | 5,538,462 | 5,538,462 |
Series A One Convertible Preferred Stock | Nina | ' | ' | ' |
Class Of Stock [Line Items] | ' | ' | ' |
Authorized Shares | ' | 1,846,154 | ' |
Outstanding Shares | ' | 1,846,154 | ' |
Carrying Value | ' | 573 | ' |
Convertible preferred stock issued | ' | 1,846,154 | ' |
Series A One Convertible Preferred Stock | Pinta | ' | ' | ' |
Class Of Stock [Line Items] | ' | ' | ' |
Authorized Shares | ' | 1,846,154 | ' |
Outstanding Shares | ' | 1,846,154 | ' |
Carrying Value | ' | 1,355 | ' |
Convertible preferred stock issued | ' | 1,846,154 | ' |
Series A One Convertible Preferred Stock | Santa Maria | ' | ' | ' |
Class Of Stock [Line Items] | ' | ' | ' |
Authorized Shares | ' | 1,846,154 | ' |
Outstanding Shares | ' | 1,846,154 | ' |
Carrying Value | ' | 840 | ' |
Convertible preferred stock issued | ' | 1,846,154 | ' |
Series B Convertible Preferred Stock | ' | ' | ' |
Class Of Stock [Line Items] | ' | ' | ' |
Authorized Shares | 6,532,432 | 50,880,036 | ' |
Outstanding Shares | 6,532,432 | 43,528,737 | ' |
Carrying Value | 51,895 | 38,414 | ' |
Convertible preferred stock issued | ' | 43,528,737 | ' |
Series B Convertible Preferred Stock | Nina | ' | ' | ' |
Class Of Stock [Line Items] | ' | ' | ' |
Authorized Shares | ' | 16,960,012 | ' |
Outstanding Shares | ' | 14,509,579 | ' |
Carrying Value | ' | 2,496 | ' |
Convertible preferred stock issued | ' | 14,509,579 | ' |
Series B Convertible Preferred Stock | Pinta | ' | ' | ' |
Class Of Stock [Line Items] | ' | ' | ' |
Authorized Shares | ' | 16,960,012 | ' |
Outstanding Shares | ' | 14,509,579 | ' |
Carrying Value | ' | 17,960 | ' |
Convertible preferred stock issued | ' | 14,509,579 | ' |
Series B Convertible Preferred Stock | Santa Maria | ' | ' | ' |
Class Of Stock [Line Items] | ' | ' | ' |
Authorized Shares | ' | 16,960,012 | ' |
Outstanding Shares | ' | 14,509,579 | ' |
Carrying Value | ' | $17,958 | ' |
Convertible preferred stock issued | ' | 14,509,579 | ' |
Convertible_Preferred_Stock_an3
Convertible Preferred Stock and Stockholders' Deficit - Additional Information (Details) (USD $) | 9 Months Ended | 1 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | ||||||||||||||||||
Sep. 30, 2014 | Oct. 31, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
Subsequent Event | Series A Convertible Preferred Stock | Series A Convertible Preferred Stock | Series A Convertible Preferred Stock | Series A Convertible Preferred Stock | Series A Convertible Preferred Stock | Series A Convertible Preferred Stock | Series A Convertible Preferred Stock | Series B Convertible Preferred Stock | Series B Convertible Preferred Stock | Series B Convertible Preferred Stock | Series B Convertible Preferred Stock | Series B Convertible Preferred Stock | Series B Convertible Preferred Stock | Series B Convertible Preferred Stock | Series A One Convertible Preferred Stock | Series A One Convertible Preferred Stock | Series A One Convertible Preferred Stock | Series A One Convertible Preferred Stock | Series A One Convertible Preferred Stock | Series A One Convertible Preferred Stock | Series A One Convertible Preferred Stock | Convertible Preferred Stock | ||
IPO | Nina | Pinta | Santa Maria | Combined Basis | Nina | Pinta | Santa Maria | Combined Basis | Nina | Pinta | Santa Maria | Combined Basis | ||||||||||||
Class Of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible preferred stock, par value | ' | ' | $0.00 | ' | $0.00 | $0.15 | $0.65 | $0.50 | $1.30 | $0.00 | ' | $0.00 | $0.17 | $1.24 | $1.24 | $2.65 | $0.00 | ' | $0.00 | $0.31 | $0.73 | $0.46 | $1.50 | ' |
Convertible preferred stock, conversion terms | 'The stockholders of Nina, Pinta and Santa Maria exchanged three shares of each company’s preferred stock for one share of Atara preferred stock (a collective nine-for-one basis). | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, liquidation preference per share | ' | ' | ' | $3.90 | ' | ' | ' | ' | ' | ' | $7.96 | ' | ' | ' | ' | ' | ' | $4.88 | ' | ' | ' | ' | ' | ' |
Preferred stock conversion into common stock | ' | 12,298,515 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional Paid in Capital, Preferred Stock | ' | $74,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Noncumulative annual dividends | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' | ' |
Convertible preferred stock, liquidation preference | ' | ' | $20,087,750 | ' | $20,087,750 | ' | ' | ' | ' | $52,000,000 | ' | $52,000,000 | ' | ' | ' | ' | $3,000,000 | ' | $3,000,000 | ' | ' | ' | ' | ' |
Dividends declared | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0 |
Convertible preferred stock, settlement terms | 'Each share of convertible preferred stock, subject to certain anti-dilution adjustments, will be automatically converted into one fully paid and nonassessable share of common stock at the applicable conversion rate upon the earlier of: (i) an initial public offering with a pre-initial public offering valuation that results in a price to the public of at least three times the Series B issue price (reduced to 1.6 times following the Recapitalization—see Note 2) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common_Stock_and_Additional_Pa2
Common Stock and Additional Paid-in Capital - Schedule of Common Stock Issued and Outstanding (Details) | 9 Months Ended |
Sep. 30, 2014 | |
Stockholders Equity [Abstract] | ' |
Common Stock Shares, Authorized, Beginning Balance | 162,461,535 |
Recapitalization: Cancellation of Atara shares, authorized | -923,076 |
Recapitalization: Tender of Nina, Pinta and Santa Maria shares, authorized | -161,538,459 |
Recapitalization: Issuance of Atara shares, authorized | 17,948,717 |
Common Stock Shares, Authorized, Ending Balance | 17,948,717 |
Common Stock Shares, Outstanding, Beginning Balance | 12,003,891 |
Issuance of common stock upon vesting of awards, Outstanding | 644,710 |
Recapitalization: Cancellation of Atara shares, outstanding | -923,076 |
Recapitalization: Tender of Nina, Pinta and Santa Maria shares, outstanding | -11,725,525 |
Recapitalization: Issuance of Atara shares, outstanding | 1,302,835 |
Issuance of common stock upon vesting of awards - post Recapitalization, Outstanding | 147,116 |
Common Stock, Shares, Issued | 59,761 |
Common Stock Shares, Outstanding, Ending Balance | 1,509,712 |
Common_Stock_and_Additional_Pa3
Common Stock and Additional Paid-in Capital - Common Stock Issued, Outstanding and Authorized and Additional Paid-in Capital (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Issued and outstanding: | ' | ' |
Common stock, shares issued | 1,509,712 | 12,003,891 |
Additional paid-in capital | $7,344 | $2,200 |
Common stock, shares outstanding | 1,509,712 | 12,003,891 |
Common stock shares, authorized | 17,948,717 | 162,461,535 |
Common stock, aggrergate par value | ' | 1 |
Common stock outstanding, value | ' | 2,201 |
Nina | ' | ' |
Issued and outstanding: | ' | ' |
Common stock, shares issued | ' | 3,693,605 |
Additional paid-in capital | ' | 147 |
Common stock, shares outstanding | ' | 3,693,605 |
Common stock shares, authorized | ' | 53,846,153 |
Common stock outstanding, value | ' | 147 |
Pinta | ' | ' |
Issued and outstanding: | ' | ' |
Common stock, shares issued | ' | 3,693,605 |
Additional paid-in capital | ' | 1,017 |
Common stock, shares outstanding | ' | 3,693,605 |
Common stock shares, authorized | ' | 53,846,153 |
Common stock outstanding, value | ' | 1,017 |
Santa Maria | ' | ' |
Issued and outstanding: | ' | ' |
Common stock, shares issued | ' | 3,693,605 |
Additional paid-in capital | ' | 1,036 |
Common stock, shares outstanding | ' | 3,693,605 |
Common stock shares, authorized | ' | 53,846,153 |
Common stock, aggrergate par value | ' | 1 |
Common stock outstanding, value | ' | $1,037 |
Atara | ' | ' |
Issued and outstanding: | ' | ' |
Common stock, shares issued | ' | 923,076 |
Common stock, shares outstanding | ' | 923,076 |
Common stock shares, authorized | ' | 923,076 |
Common_Stock_and_Additional_Pa4
Common Stock and Additional Paid-in Capital - Schedule of Shares of Common Stock for issuance (Details) | Dec. 31, 2013 |
Class Of Stock [Line Items] | ' |
Common stock, reserved for issuance | 15,133,178 |
Conversion of Series A convertible preferred stock | ' |
Class Of Stock [Line Items] | ' |
Common stock, reserved for issuance | 5,150,699 |
Series A-1 Convertible Preferred Stock | ' |
Class Of Stock [Line Items] | ' |
Common stock, reserved for issuance | 615,384 |
Conversion of Series B convertible preferred stock | ' |
Class Of Stock [Line Items] | ' |
Common stock, reserved for issuance | 6,532,432 |
Common stock available for grant of stock awards | ' |
Class Of Stock [Line Items] | ' |
Common stock, reserved for issuance | 1,136,543 |
Common stock issuable for RSUs outstanding and non-vested restricted stock | ' |
Class Of Stock [Line Items] | ' |
Common stock, reserved for issuance | 1,698,120 |
Common_Stock_and_Additional_Pa5
Common Stock and Additional Paid-in Capital - Additional Information (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 25 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 3 Months Ended | 1 Months Ended | 0 Months Ended | 16 Months Ended | 9 Months Ended | |||||||||||||||||||||||
Jul. 09, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2012 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | Sep. 30, 2014 | Oct. 21, 2014 | Mar. 31, 2013 | Sep. 30, 2014 | Oct. 21, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Sep. 30, 2014 | Aug. 31, 2012 | Sep. 30, 2014 | Oct. 21, 2014 | Aug. 31, 2012 | Aug. 31, 2012 | Mar. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
Research and Development Expense | Research and Development Expense | Research and Development Expense | Research and Development Expense | Secured Promissory Notes | 2012 Equity Incentive Plan | 2014 Equity Incentive Plan | 2014 Equity Incentive Plan | 2014 Equity Incentive Plan | 2014 Equity Incentive Plan | 2014 Equity Incentive Plan | 2014 Equity Incentive Plan | Two Thousand Fourteen Employee Stock Purchase Plan | Two Thousand Fourteen Employee Stock Purchase Plan | Unvested Restricted Common Stock | Unvested Restricted Common Stock | Unvested Restricted Common Stock | Unvested Restricted Common Stock | Unvested Restricted Common Stock | Unvested Restricted Common Stock | Unvested Restricted Common Stock | Unvested Restricted Common Stock | Unvested Restricted Common Stock | Unvested Restricted Common Stock | Unvested Restricted Common Stock | Unvested Restricted Common Stock | Unvested Restricted Common Stock | Unvested Restricted Common Stock | Unvested Restricted Common Stock | Unvested Restricted Common Stock | Unvested Restricted Common Stock | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | Employees And Non Employees | ||||||||||
Research and Development Expense | Employees | Non Employees | Maximum | Maximum | 2012 Equity Incentive Plan | 2012 Equity Incentive Plan | Subsequent Event | Performance milestones and fundraising vesting conditions | Completion of a performance milestone | Completion of a performance milestone | Prior to Recapitalization | Prior to Recapitalization | Prior to Recapitalization | Chief Executive Officer | Chief Executive Officer | Chief Executive Officer | Chief Executive Officer | Chief Executive Officer | Atara Employee | 2012 Equity Incentive Plan | From Date Of Grant | Following Service Termination Date | ||||||||||||||||||||||
2012 Equity Incentive Plan | 2012 Equity Incentive Plan | Subsequent Event | Vested | Unvested | Unvested | Subsequent Event | Service and fundraising vesting conditions | Performance milestones and fundraising vesting conditions | 2012 Equity Incentive Plan | 2012 Equity Incentive Plan | 2012 Equity Incentive Plan | |||||||||||||||||||||||||||||||||
Class Of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares issued | ' | 1,509,712 | ' | 1,509,712 | 1,509,712 | ' | 12,003,891 | ' | ' | ' | ' | ' | ' | ' | ' | 3,526,153 | 3,526,153 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,595,384 | ' | ' | 7,996,153 | 1,599,231 | 2,423,074 | ' | ' | ' | ' |
Share based compensation, vesting period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '48 months | ' | ' | ' | ' | ' | ' | ' | ' | '4 years |
Combined grant date intrinsic value for award | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,704,094 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized stock-based compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,353,086 | ' | ' | 302,206 | ' | ' | ' | ' | ' | 1,611,029 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense | ' | 432,000 | 339,000 | ' | 4,274,000 | 1,017,000 | ' | ' | ' | 86,000 | 90,000 | 918,000 | 203,000 | ' | ' | 54,305 | 54,305 | 48,710 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,978,563 | ' | ' | 28,319 | ' | ' | ' | ' | ' | 508,962 | ' | ' | ' | ' | ' | ' | ' |
Proceeds from sale of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 331,170 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation, number of shares expected to vest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,319,228 | ' | ' | 103,846 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument face amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 331,170 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, maturity term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vested restricted stock awards | ' | ' | ' | 36,058 | ' | ' | 144,951 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,157,739 | ' | ' | ' | ' | ' | ' | 4,802,450 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unvested restricted stock awards | ' | 966,190 | ' | 966,190 | 966,190 | ' | 9,492,565 | 1,054,709 | 4,261,774 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,860,719 | ' | ' | ' | ' | ' | ' | ' | 7,216,006 | 654,663 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares exchanged | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 533,605 | 801,778 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate number of awards available for grant to be issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17,021,923 | 2,449,230 | 2,449,230 | ' | ' | ' | ' | ' | 230,769 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share based compensation award expiration period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '7 years | '2 years | '7 years |
Share based compensation expense determined on liquidity-based performance condition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' |
Unrecognized stock-based compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,400,000 | 1,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 788,335 | ' | ' | ' |
Stock-based compensation cost to be recognized through 2018 assuming IPO occurred on September 30, 2014 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,374,523 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, reserved for issuance | ' | ' | ' | ' | ' | ' | 15,133,178 | ' | ' | ' | ' | ' | ' | ' | ' | 1,294,041 | 1,294,041 | ' | ' | ' | ' | 230,769 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders' equity, stock split conversion ratio | 0.7692 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in shares of common stock that may be issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,076,923 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital stock reserved for issuance, percentage of number of shares of capital stock outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercised common stock | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,538,461 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated fair value of the shares on the date of grant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | 110.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock option granted description terms | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The exercise price of an ISO and NSO granted to a 10% shareholder cannot be less than 110% of the estimated fair value of the shares on the date of grant. Options granted to employees and non-employees generally vest ratably over four years and expire in seven years. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of awards, granted | ' | ' | ' | ' | 209,959 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of options granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,200,000 | $288,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average remaining vesting period | ' | ' | ' | ' | '6 years 10 months 17 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years 10 months 6 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common_Stock_and_Additional_Pa6
Common Stock and Additional Paid-in Capital - Schedule of Stock-based Compensation, Nonemployee Director Stock Award Plan, Activity (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Class Of Stock [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | $432,000 | $339,000 | $4,274,000 | $1,017,000 |
Research and Development | ' | ' | ' | ' |
Class Of Stock [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | 86,000 | 90,000 | 918,000 | 203,000 |
General and Administrative | ' | ' | ' | ' |
Class Of Stock [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | $346,000 | $249,000 | $3,356,000 | $814,000 |
Common_Stock_and_Additional_Pa7
Common Stock and Additional Paid-in Capital - Summary of the Awards Granted and Vested on Combined and Consolidated Basis (Details) (USD $) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' | |
Unvested beginning balance | ' | 4,261,774 | 1,054,709 | |
Vested—Restricted stock awards | -36,058 | -144,951 | ' | |
Unvested ending balance | 966,190 | 9,492,565 | 1,054,709 | |
Recapitalization | ' | ' | -8,437,856 | |
Forfeitures | -66,153 | ' | ' | |
Unvested beginning balance | ' | $0.13 | $3.62 | |
Vested—Restricted stock awards | $0.40 | $0.05 | ' | |
Unvested ending balance | $3.56 | $0.40 | $3.62 | |
Forfeitures | $8.59 | ' | ' | |
Restricted Stock Units (RSUs) | ' | ' | ' | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' | |
Granted—Restricted stock units | 13,692 | [1] | 5,375,742 | ' |
Granted—Restricted stock | $12.54 | [1] | $0.61 | ' |
[1] | Granted under the 2014 Equity Incentive Plan discussed below |
Common_Stock_and_Additional_Pa8
Common Stock and Additional Paid-in Capital - Summary of stock option activity (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2013 | |
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Nonvested Roll Forward | ' | ' |
Number of Awards at December 31, 2013 | 209,959 | 0 |
Number of awards, granted | 209,959 | ' |
Number of Awards, Exercised | 0 | ' |
Number of Awards, Forfeited or expired | 0 | ' |
Number of Awards Vested and expected to vest at September 30, 2014 | 209,959 | ' |
Exercisable at September 30, 2014 | 0 | ' |
Outstanding at December 31, 2013 | $12.55 | $0 |
Granted | $12.55 | ' |
Exercised | $0 | ' |
Forfeited or expired | $0 | ' |
Exercise Price Per Share Vested and expected to vest at September 30, 2014 | $12.55 | ' |
Exercisable at September 30, 2014 | $0 | ' |
Outstanding at September 30, 2014 | '6 years 10 months 17 days | ' |
Remaining Contractual Term Vested and expected to vest at September 30, 2014 | '6 years 10 months 17 days | ' |
Common_Stock_and_Additional_Pa9
Common Stock and Additional Paid-in Capital - Summary of Estimated Weighted-Average Assumptions (Details) | 9 Months Ended |
Sep. 30, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' |
Expected Dividend Rate | 0.00% |
Black-Scholes Valuation Model | Employees | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' |
Risk-free interest rate | 1.74% |
Expected life of options in years | '4 years 7 months 6 days |
Expected volatility of underlying stock | 65.70% |
Expected Dividend Rate | 0.00% |
Black-Scholes Valuation Model | Non Employees | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' |
Risk-free interest rate | 2.24% |
Expected life of options in years | '7 years |
Expected volatility of underlying stock | 65.80% |
Expected Dividend Rate | 0.00% |