Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Oct. 31, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Cidara Therapeutics, Inc. | |
Entity Central Index Key | 0001610618 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 33,040,295 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 73,824 | $ 74,562 |
Prepaid expenses and other current assets | 3,664 | 2,567 |
Total current assets | 77,488 | 77,129 |
Property and equipment, net | 496 | 712 |
Operating lease right-of-use asset | 1,810 | |
Other assets | 1,902 | 1,271 |
Total assets | 81,696 | 79,112 |
Current liabilities: | ||
Accounts payable | 2,679 | 2,846 |
Accrued liabilities | 4,320 | 3,883 |
Accrued compensation and benefits | 2,932 | 2,824 |
Deferred revenue | 10,900 | 0 |
Current portion of lease liability | 790 | |
Contingent forward purchase obligations | 0 | 411 |
Current portion of term loan | 9,958 | 9,928 |
Total current liabilities | 31,579 | 19,892 |
Lease liability | 1,155 | |
Other long-term liabilities | 0 | 81 |
Total liabilities | 32,734 | 19,973 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock | ||
Common stock, $0.0001 par value; 200,000,000 shares authorized at September 30, 2019 and December 31, 2018; 33,006,280 shares issued and outstanding at September 30, 2019 and 27,816,014 shares issued and outstanding at December 31, 2018 | 3 | 3 |
Additional paid-in capital | 294,763 | 277,871 |
Accumulated deficit | (245,804) | (218,735) |
Total stockholders' equity | 48,962 | 59,139 |
Total liabilities and stockholders' equity | 81,696 | 79,112 |
Series X Convertible Preferred Stock | ||
Stockholders' equity: | ||
Preferred stock | 0 | 0 |
Total stockholders' equity | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 33,006,280 | 27,816,014 |
Common stock, shares outstanding (in shares) | 33,006,280 | 27,816,014 |
Series X Convertible Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 565,231 | 445,231 |
Preferred stock, shares outstanding (in shares) | 565,231 | 445,231 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenue | $ 19,100 | $ 0 | $ 19,100 | $ 0 |
Operating expenses: | ||||
Research and development | 11,499 | 11,278 | 34,911 | 36,096 |
General and administrative | 4,573 | 3,447 | 11,833 | 10,591 |
Total operating expenses | 16,072 | 14,725 | 46,744 | 46,687 |
Income (loss) from operations | 3,028 | (14,725) | (27,644) | (46,687) |
Other income (expense): | ||||
Change in fair value of contingent forward purchase obligations | 0 | 888 | 411 | (224) |
Interest income, net | 11 | 222 | 164 | 447 |
Other income (expense) | 0 | (4) | 0 | (210) |
Total other income | 11 | 1,106 | 575 | 13 |
Net income (loss) | 3,039 | (13,619) | (27,069) | (46,674) |
Allocation of earnings to participating securities | (444) | 0 | 0 | 0 |
Recognition of beneficial conversion feature | 0 | 0 | 0 | 10,329 |
Net income (loss) attributable to common shareholders | $ 2,595 | $ (13,619) | $ (27,069) | $ (57,003) |
Basic earnings (loss) per common share (in dollars per share) | $ 0.08 | $ (0.49) | $ (1.08) | $ (2.35) |
Diluted earnings (loss) per common share (in dollars per share) | $ 0.08 | $ (0.49) | $ (1.08) | $ (2.35) |
Shares used to compute basic net income (loss) per share (in shares) | 33,006,280 | 27,705,472 | 25,011,576 | 24,254,254 |
Shares used to compute diluted net income (loss) per share (in shares) | 38,687,937 | 27,705,472 | 25,011,576 | 24,254,254 |
Net income (loss) | $ 3,039 | $ (13,619) | $ (27,069) | $ (46,674) |
Unrealized gain on short-term investments | 0 | 2 | 0 | 7 |
Comprehensive income (loss) | $ 3,039 | $ (13,617) | $ (27,069) | $ (46,667) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Operating activities: | ||
Net loss | $ (27,069) | $ (46,674) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Operating lease right-of-use assets and liabilities, net | 53 | |
Depreciation and amortization | 251 | 412 |
Stock-based compensation | 4,050 | 4,346 |
Non-cash interest expense | 22 | 0 |
Amortization of discount or premium on short-term investments | 0 | 36 |
Amortization of debt issuance costs | 7 | 47 |
Deferred rent | 0 | 11 |
Change in fair value of contingent forward purchase obligations | (411) | 224 |
Contingent forward purchase obligations offering costs | 0 | 210 |
Changes in assets and liabilities: | ||
Accounts receivable | 0 | 321 |
Prepaid expenses and other current assets | (1,096) | (1,652) |
Accounts payable and accrued liabilities | 270 | (967) |
Accrued compensation and benefits | 319 | 388 |
Increase (Decrease) In Revenue From Collaborative Arrangement, Excluding Revenue From Contract With Customer | 10,900 | 0 |
Other assets | (631) | 259 |
Net cash used in operating activities | (13,335) | (43,039) |
Investing activities: | ||
Purchases of short-term investments | 0 | (14,548) |
Maturities of short-term investments | 0 | 24,526 |
Purchases of property and equipment | (35) | (137) |
Net cash (used in) provided by investing activities | (35) | 9,841 |
Financing activities: | ||
Proceeds from May 2018 Registered Direct Offering, net of offering costs | 0 | 49,521 |
Proceeds from exercise of stock options | 0 | 204 |
Net cash provided by financing activities | 12,632 | 56,165 |
Net (decrease) increase in cash and cash equivalents | (738) | 22,967 |
Cash and cash equivalents at beginning of period | 74,562 | 60,813 |
Cash and cash equivalents at end of period | 73,824 | 83,780 |
Supplemental disclosure of cash flows: | ||
Interest paid | 472 | 432 |
Non-cash investing activities: | ||
Right-of-use asset obtained in exchange for lease liability | 2,295 | |
Property and equipment acquired but not yet paid | 0 | 17 |
Non-cash financing activities: | ||
Purchase of shares pursuant to Employee Stock Purchase Plan | 210 | 374 |
Vesting of early exercised stock options | 0 | 21 |
Private Placement, Stock Purchase Agreement | ||
Financing activities: | ||
Proceeds from issuance of common stock | 9,008 | 0 |
Controlled Equity Sales Agreement | ||
Financing activities: | ||
Proceeds from issuance of common stock | $ 3,624 | $ 6,440 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders' Equity - USD ($) $ in Thousands | Total | Series X Convertible Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Other Comprehensive Loss | Private Placement, Stock Purchase Agreement | Private Placement, Stock Purchase AgreementCommon Stock | Private Placement, Stock Purchase AgreementAdditional Paid-In Capital | Controlled Equity Sales Agreement | Controlled Equity Sales AgreementCommon Stock | Controlled Equity Sales AgreementAdditional Paid-In Capital | Registered Direct Offering | Registered Direct OfferingSeries X Convertible Preferred Stock | Registered Direct OfferingCommon Stock | Registered Direct OfferingAdditional Paid-In Capital |
Balance, beginning (in shares) at Dec. 31, 2017 | 0 | 20,525,688 | ||||||||||||||
Balance, beginning at Dec. 31, 2017 | $ 59,744 | $ 0 | $ 2 | $ 209,140 | $ (149,390) | $ (8) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Issuance of stock (in shares) | 847,937 | |||||||||||||||
Issuance of stock | 6,435 | 6,435 | ||||||||||||||
Vesting of restricted shares/ restricted stock units (in shares) | 3,964 | |||||||||||||||
Vesting of restricted shares/ restricted stock units | 9 | 9 | ||||||||||||||
Issuance of common stock for exercise of stock options (in shares) | 12,147 | |||||||||||||||
Issuance of common stock for exercise of options | 28 | 28 | ||||||||||||||
Stock-based compensation | 1,461 | 1,461 | ||||||||||||||
Unrealized loss on marketable securities | (10) | (10) | ||||||||||||||
Net income (loss) | (16,749) | (16,749) | ||||||||||||||
Balance, ending (in shares) at Mar. 31, 2018 | 0 | 21,389,736 | ||||||||||||||
Balance, ending at Mar. 31, 2018 | 50,918 | $ 0 | $ 2 | 217,073 | (166,139) | (18) | ||||||||||
Balance, beginning (in shares) at Dec. 31, 2017 | 0 | 20,525,688 | ||||||||||||||
Balance, beginning at Dec. 31, 2017 | 59,744 | $ 0 | $ 2 | 209,140 | (149,390) | (8) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Unrealized loss on marketable securities | 7 | |||||||||||||||
Net income (loss) | (46,674) | |||||||||||||||
Balance, ending (in shares) at Sep. 30, 2018 | 445,231 | 27,751,413 | ||||||||||||||
Balance, ending at Sep. 30, 2018 | 69,932 | $ 0 | $ 3 | 276,323 | (206,393) | (1) | ||||||||||
Balance, beginning (in shares) at Mar. 31, 2018 | 0 | 21,389,736 | ||||||||||||||
Balance, beginning at Mar. 31, 2018 | 50,918 | $ 0 | $ 2 | 217,073 | (166,139) | (18) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Issuance of stock (in shares) | 445,231 | 6,185,987 | ||||||||||||||
Issuance of stock | $ 45,518 | $ 1 | $ 45,517 | |||||||||||||
Beneficial conversion feature of Series X Convertible Preferred Stock | 0 | 10,329 | (10,329) | |||||||||||||
Vesting of restricted shares/ restricted stock units (in shares) | 3,964 | |||||||||||||||
Vesting of restricted shares/ restricted stock units | 9 | 9 | ||||||||||||||
Issuance of common stock for exercise of stock options (in shares) | 5,000 | |||||||||||||||
Issuance of common stock for exercise of options | 10 | 10 | ||||||||||||||
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 93,483 | |||||||||||||||
Issuance of common stock under Employee Stock Purchase Plan | 374 | 374 | ||||||||||||||
Stock-based compensation | 1,600 | 1,600 | ||||||||||||||
Unrealized loss on marketable securities | 15 | 15 | ||||||||||||||
Net income (loss) | (16,306) | (16,306) | ||||||||||||||
Balance, ending (in shares) at Jun. 30, 2018 | 445,231 | 27,678,170 | ||||||||||||||
Balance, ending at Jun. 30, 2018 | 82,138 | $ 0 | $ 3 | 274,912 | (192,774) | (3) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Issuance of stock | $ (42) | $ (42) | ||||||||||||||
Vesting of restricted shares/ restricted stock units (in shares) | 1,359 | |||||||||||||||
Vesting of restricted shares/ restricted stock units | 3 | 3 | ||||||||||||||
Issuance of common stock for exercise of stock options (in shares) | 71,884 | |||||||||||||||
Issuance of common stock for exercise of options | 165 | 165 | ||||||||||||||
Stock-based compensation | 1,285 | 1,285 | ||||||||||||||
Unrealized loss on marketable securities | 2 | 2 | ||||||||||||||
Net income (loss) | (13,619) | (13,619) | ||||||||||||||
Balance, ending (in shares) at Sep. 30, 2018 | 445,231 | 27,751,413 | ||||||||||||||
Balance, ending at Sep. 30, 2018 | 69,932 | $ 0 | $ 3 | 276,323 | (206,393) | (1) | ||||||||||
Balance, beginning (in shares) at Dec. 31, 2018 | 445,231 | 27,816,014 | ||||||||||||||
Balance, beginning at Dec. 31, 2018 | 59,139 | $ 0 | $ 3 | 277,871 | (218,735) | 0 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Vesting of restricted shares/ restricted stock units (in shares) | 25,837 | |||||||||||||||
Vesting of restricted shares/ restricted stock units | 0 | |||||||||||||||
Issuance of Series X preferred stock in exchange for common stock (in shares) | 120,000 | (1,200,000) | ||||||||||||||
Issuance of Series X Convertible Preferred Stock in exchange for common stock | 0 | |||||||||||||||
Stock-based compensation | 1,284 | 1,284 | ||||||||||||||
Net income (loss) | (16,561) | (16,561) | ||||||||||||||
Balance, ending (in shares) at Mar. 31, 2019 | 565,231 | 26,641,851 | ||||||||||||||
Balance, ending at Mar. 31, 2019 | 43,862 | $ 0 | $ 3 | 279,155 | (235,296) | 0 | ||||||||||
Balance, beginning (in shares) at Dec. 31, 2018 | 445,231 | 27,816,014 | ||||||||||||||
Balance, beginning at Dec. 31, 2018 | $ 59,139 | $ 0 | $ 3 | 277,871 | (218,735) | 0 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Issuance of common stock for exercise of stock options (in shares) | 0 | |||||||||||||||
Unrealized loss on marketable securities | $ 0 | |||||||||||||||
Net income (loss) | (27,069) | |||||||||||||||
Balance, ending (in shares) at Sep. 30, 2019 | 565,231 | 33,006,280 | ||||||||||||||
Balance, ending at Sep. 30, 2019 | 48,962 | $ 0 | $ 3 | 294,763 | (245,804) | 0 | ||||||||||
Balance, beginning (in shares) at Mar. 31, 2019 | 565,231 | 26,641,851 | ||||||||||||||
Balance, beginning at Mar. 31, 2019 | 43,862 | $ 0 | $ 3 | 279,155 | (235,296) | 0 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 126,138 | |||||||||||||||
Issuance of common stock under Employee Stock Purchase Plan | 210 | 210 | ||||||||||||||
Stock-based compensation | 1,257 | 1,257 | ||||||||||||||
Net income (loss) | (13,547) | (13,547) | ||||||||||||||
Balance, ending (in shares) at Jun. 30, 2019 | 565,231 | 26,767,989 | ||||||||||||||
Balance, ending at Jun. 30, 2019 | 31,782 | $ 0 | $ 3 | 280,622 | (248,843) | 0 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Issuance of stock (in shares) | 4,781,408 | 1,417,031 | ||||||||||||||
Issuance of stock | $ 9,008 | $ 9,008 | $ 3,624 | $ 3,624 | ||||||||||||
Vesting of restricted shares/ restricted stock units (in shares) | 39,852 | |||||||||||||||
Vesting of restricted shares/ restricted stock units | 0 | |||||||||||||||
Stock-based compensation | 1,509 | 1,509 | ||||||||||||||
Unrealized loss on marketable securities | 0 | |||||||||||||||
Net income (loss) | 3,039 | 3,039 | ||||||||||||||
Balance, ending (in shares) at Sep. 30, 2019 | 565,231 | 33,006,280 | ||||||||||||||
Balance, ending at Sep. 30, 2019 | $ 48,962 | $ 0 | $ 3 | $ 294,763 | $ (245,804) | $ 0 |
THE COMPANY AND BASIS OF PRESEN
THE COMPANY AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
THE COMPANY AND BASIS OF PRESENTATION | THE COMPANY AND BASIS OF PRESENTATION Description of Business Cidara Therapeutics, Inc., or the Company, was originally incorporated in Delaware in December 2012 as K2 Therapeutics, Inc., and its name was changed to Cidara Therapeutics, Inc. in July 2014. The Company is a biotechnology company focused on the discovery, development and commercialization of novel anti-infectives. The Company’s portfolio is comprised of a proprietary product candidate for the treatment and prevention of serious fungal infections. The Company is also conducting research in bacterial and viral infections. The Company formed wholly-owned subsidiaries, Cidara Therapeutics UK Limited, in England, and Cidara Therapeutics (Ireland) Limited, in Ireland, in March 2016 and October 2018, respectively, for the purpose of developing its product candidates in Europe. Basis of Presentation The Company has a limited operating history and the sales and income potential of the Company’s business and market are unproven. The Company has experienced net losses and negative cash flows from operating activities since its inception. At September 30, 2019 , the Company had an accumulated deficit of $245.8 million . The Company expects to continue to incur net losses into the foreseeable future. Successful transition to attaining profitable operations is dependent upon achieving a level of revenues adequate to support the Company’s cost structure. At September 30, 2019 , the Company had cash and cash equivalents of $73.8 million . Based on the Company’s current business plan, management believes that existing cash and cash equivalents will not be sufficient to fund the Company’s obligations for twelve months from the issuance of these financial statements. The Company’s ability to execute its operating plan depends on its ability to obtain additional funding through equity offerings, debt financings or potential licensing and collaboration arrangements. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business. However, the Company’s current working capital, anticipated operating expenses and net losses and the uncertainties surrounding its ability to raise additional capital as needed, as discussed below, raise substantial doubt about its ability to continue as a going concern for a period of one year following the date that these financial statements are issued. The consolidated financial statements do not include any adjustments for the recovery and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company plans to continue to fund its losses from operations through cash and cash equivalents on hand, as well as through future equity offerings, debt financings, other third party funding, and potential licensing or collaboration arrangements. There can be no assurance that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to the Company. Even if the Company raises additional capital, it may also be required to modify, delay or abandon some of its plans which could have a material adverse effect on the Company’s business, operating results and financial condition and the Company’s ability to achieve its intended business objectives. Any of these actions could materially harm the Company’s business, results of operations and future prospects. Unaudited Interim Financial Data The accompanying condensed consolidated financial statements are unaudited and have been prepared by the Company in accordance with U.S. generally accepted accounting principles, or GAAP, as found in the Accounting Standards Codification, or ASC, of the Financial Accounting Standards Board, or FASB. Certain information and footnote disclosures normally included in the Company’s annual financial statements have been condensed or omitted. These interim condensed consolidated financial statements, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of the Company’s financial position and results of operations for the interim periods ended September 30, 2019 and 2018 . Basis of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, the Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents The Company considers all short-term investments purchased with a maturity of three months or less when acquired to be cash equivalents. Concentration of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents. Periodically, the Company maintains deposits in government insured financial institutions in excess of government insured limits. The Company invests its cash balances in financial institutions that it believes have high credit quality, has not experienced any losses on such accounts and does not believe it is exposed to significant credit risk. Patent Costs The Company expenses all costs as incurred in connection with patent applications (including direct application fees, and the legal and consulting expenses related to making such applications), and such costs are included in general and administrative expenses in the accompanying statements of operations. Income Taxes The Company follows the FASB's ASC 740, Income Taxes, in reporting deferred income taxes. ASC 740 requires a company to recognize deferred tax assets and liabilities for expected future income tax consequences of events that have been recognized in the Company’s consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in the years in which the temporary differences are expected to reverse. Valuation allowances are provided if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions pursuant to ASC 740, which prescribes a recognition threshold and measurement process for financial statement recognition of uncertain tax positions taken or expected to be taken in a tax return. If the tax position meets this threshold, the benefit to be recognized is measured as the tax benefit having the highest likelihood of being realized upon ultimate settlement with the taxing authority. The Company recognizes interest accrued related to unrecognized tax benefits and penalties in the provision for income taxes. Revenue Recognition The Company recognizes revenue is accordance with Accounting Standards Codification, or ASC, Topic 606, Revenue from Contracts with Customers, which applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments. Under Topic 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. In a contract with multiple performance obligations, the Company must develop estimates and assumptions that require judgment to determine the underlying stand-alone selling price for each performance obligation, which determines how the transaction price is allocated among the performance obligations. The estimation of the stand-alone selling price(s) may include estimates regarding forecasted revenues or costs, development timelines, discount rates, and probabilities of technical and regulatory success. The Company evaluates each performance obligation to determine if it can be satisfied at a point in time or over time. Any change made to estimated progress towards completion of a performance obligation and, therefore, revenue recognized will be recorded as a change in estimate. In addition, variable consideration must be evaluated to determine if it is constrained and, therefore, excluded from the transaction price. If a license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in a contract, the Company recognizes revenues from the transaction price allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from the allocated transaction price. The Company evaluates the measure of progress at each reporting period and, if necessary, adjusts the measure of performance and related revenue or expense recognition as a change in estimate. At the inception of each arrangement that includes milestone payments, the Company evaluates whether the milestones are considered probable of being reached. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s or a collaboration partner’s control, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. At the end of each reporting period, the Company re-evaluates the probability of achievement of milestones that are within its or a collaboration partner’s control, such as operational developmental milestones and any related constraint, and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which will affect collaboration revenues and earnings in the period of adjustment. Revisions to the Company’s estimate of the transaction price may also result in negative collaboration revenues and earnings in the period of adjustment. For arrangements that include sales-based royalties, including commercial milestone payments based on the level of sales, and a license is deemed to be the predominant item to which the royalties relate, the Company will recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied, or partially satisfied. To date, the Company has not recognized any royalty revenue from collaborative arrangements. In September 2019, the Company entered into a Collaboration and License Agreement (the Collaboration Agreement) with Mundipharma Medical Company (Mundipharma). The Company concluded that there were three significant performance obligations under the Collaboration Agreement: the license, the research and development services, and the clinical supply services, and that the obligations are distinct from each other. Revenue associated with the license was recognized upon delivery in September 2019. The Company concluded that progress towards completion of the research and development and clinical supply performance obligations related to the Collaboration Agreement is best measured in an amount proportional to the collaboration expenses incurred and the total estimated collaboration expenses. The Company periodically reviews and updates the estimated collaboration expenses, when appropriate, which may adjust revenue recognized for the period. While such changes to the Company’s estimates have no impact on the Company’s reported cash flows, the amount of revenue recorded in the period could be materially impacted. The transaction price to be recognized as revenue under the Collaboration Agreement consists of the upfront payment and estimated reimbursable research and development and clinical supply costs. Potential future payments for variable consideration, such as clinical, regulatory or commercial milestones, will be recognized when it is probable that, if recorded, a significant reversal will not take place. Potential future royalty payments will be recorded as revenue when the associated sales occur. See Note 7 - Significant Agreements and Contracts for more information. Grant Funding The Company has evaluated the terms of the research and development grants to assess its obligations and the classification of funding received. Amounts billable for funded research and development are recognized in the statement of operations as a reduction to research and development expense over the grant period as the related costs are incurred to meet the Company's obligations. Research and Development Costs Research and development expenses consist of wages, benefits and stock-based compensation charges for research and development employees, scientific consultant fees, facilities and overhead expenses, laboratory supplies, manufacturing expenses, and nonclinical and clinical trial costs. Nonclinical and clinical trial expenses are accrued based on work performed, which relies on the Company's estimates and/or representations from third party service providers regarding total costs incurred, including patient enrollment, completion of studies, and other events. The Company accounts for nonrefundable advance payments for goods and services that will be used or rendered for future research and development activities as deferred. Such amounts are recognized as expense as the related goods are delivered or the related services are performed. Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and/or circumstances from non-owner sources. The Company’s only component of other comprehensive income (loss) is unrealized gains on short-term investments. Comprehensive income (losses) have been reflected in the condensed consolidated statements of operations and comprehensive income (loss) for all periods presented. Stock-based Compensation The Company accounts for stock-based compensation expense related to stock options and employee stock purchase plan rights by estimating the fair value on the date of grant using the Black-Scholes option pricing model. The fair value of Restricted Stock Units (RSUs) and Performance-based RSUs (PRSUs) is estimated based on the closing price of the Company's common stock on the date of grant. For awards subject to time-based vesting conditions, stock-based compensation expense is recognized ratably over the requisite service period of the awards. For awards subject to performance-based vesting conditions, the Company assesses the probability of achievement of the individual milestones under the stock-based awards and recognizes stock-based compensation expense over the implicit service period commencing once the Company believes the performance criteria is probable of achievement. The Company recognizes forfeitures related to stock-based compensation as they occur. Net Income (Loss) Per Share The Company follows the authoritative guidance which establishes standards regarding the computation of earnings per share (EPS) by companies that have issued securities other than common stock that contractually entitle the holder to participate in dividends and earnings of a company. The guidance requires earnings to be hypothetically allocated between the common, preferred, and other participating shareholders based on their respective rights to receive non-forfeitable dividends, whether or not declared. Participating securities include Series X Preferred stock (see Note 5). Basic net income per share is then calculated by dividing income allocable to common shareholders (after the reduction for any preferred stock and assuming current income for the period had been distributed) by the number of shares of common stock outstanding during the period. The Company calculates diluted net income per share using the more dilutive of the 1) treasury stock method, if-converted method, or contingently issuable share method, as applicable, or 2) the two-class method. The following table sets forth the computation of basic and diluted earnings (loss) per common share: Three Months Ended Nine Months Ended 2019 2018 2019 2018 Numerator: Net income (loss) $ 3,039 $ (13,619 ) $ (27,069 ) $ (46,674 ) Allocation of earnings to participating securities (444 ) — — — Recognition of beneficial conversion feature — — — (10,329 ) Numerator for basic earnings (loss) per share - income available to common stockholders $ 2,595 $ (13,619 ) $ (27,069 ) $ (57,003 ) Effect of participating securities: Add back allocation of earnings to participating securities 444 — — — Numerator of diluted earnings (loss) per share - income available to common stockholders after assumed conversions $ 3,039 $ (13,619 ) $ (27,069 ) $ (57,003 ) Denominator: Denominator for basic earnings (loss) per share - common shares outstanding 33,006,280 27,705,472 25,011,576 24,254,254 Effect of dilutive securities: Series X Preferred stock, as converted 5,652,310 — — — RSUs and PRSUs 29,347 — — — Denominator for diluted earnings (loss) per share - adjusted weighted average shares outstanding 38,687,937 27,705,472 25,011,576 24,254,254 Basic earnings (loss) per common share $ 0.08 $ (0.49 ) $ (1.08 ) $ (2.35 ) Diluted earnings (loss) per common share $ 0.08 $ (0.49 ) $ (1.08 ) $ (2.35 ) Basic loss per share is calculated by dividing the net loss allocable to common shares by the weighted-average number of common shares outstanding for the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss allocable to common shares by the weighted-average number of common shares and dilutive common stock equivalents outstanding for the period determined using the treasury-stock and if-converted methods. Dilutive common stock equivalents are comprised of warrants, Series X Convertible Preferred Stock, unvested restricted common stock subject to repurchase, and options, RSUs, and PRSUs outstanding under the Company’s stock option plans. In loss periods, basic net loss per share and diluted net loss per share are identical because the otherwise dilutive potential common shares become anti-dilutive and are therefore excluded. The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net income (loss) per share because to do so would be anti-dilutive (in common stock equivalent shares): Three Months Ended Nine Months Ended 2019 2018 2019 2018 Common stock warrants 12,517,328 12,517,328 12,517,328 12,517,328 Series X Convertible Preferred stock — 4,452,310 5,652,310 4,452,310 Common stock options, RSUs and PRSUs issued and outstanding 5,590,883 4,083,233 5,606,057 4,083,233 Common stock subject to repurchase — 18 — 18 Total 18,108,211 21,052,889 23,775,695 21,052,889 Fair Value of Financial Instruments The Company follows ASC 820-10 issued by the FASB with respect to fair value reporting for financial assets and liabilities. The guidance defines fair value, provides guidance for measuring fair value and requires certain disclosures. The guidance does not apply to measurements related to share-based payments. The guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The Company’s financial instruments consist of cash and cash equivalents, a contingent forward purchase obligation, and long-term debt. Fair value estimates of these instruments are made at a specific point in time based on relevant market information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. The carrying amount of cash and cash equivalents, prepaid expenses, accounts payable, and accrued liabilities are generally considered to be representative of their respective fair values because of the short-term nature of those instruments. The fair value of short-term investments is based upon market prices quoted on the last day of the fiscal period or other observable market inputs. The fair value of contingent forward purchase obligations is based on a probability-weighted valuation approach (See Note 3). The Company believes that the fair value of long-term debt approximates its carrying value. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period. The Company evaluates its estimates and assumptions on an ongoing basis. The most significant estimates in the Company’s consolidated financial statements relate to estimating the fair value of the Company’s stock options, estimated collaboration expenses and incurred expenses related to the Mundipharma Collaboration Agreement, and certain accruals, including those related to nonclinical and clinical activities. Although the estimates are based on the Company’s knowledge of current events, comparable companies, and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions. Recently Issued Accounting Standards Recently Issued Accounting Standards Not Yet Adopted During 2018, the FASB issued ASU 2018-13, "Changes to the Disclosure Requirements for Fair Value Measurement," which modifies certain disclosure requirements on fair value measurements. The updated guidance is effective for interim and annual periods beginning after December 15, 2019, and early adoption is permitted. The Company does not expect the standard to have a material impact on its financial statements upon adoption. Recently Adopted Accounting Standards In March 2019, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update No. 2019-01, "Leases (Topic 842): Codification Improvements." In July 2018, the FASB issued Accounting Standards Update No. 2018-11, "Leases (Topic 842): Targeted Improvements" and Accounting Standards Update No. 2018-10, "Codification Improvements to Topic 842, Leases." These updates provide additional clarification, an optional transition method, a practical expedient and implementation guidance on the previously issued Accounting Standards Update No. 2016-02, "Leases (Topic 842)." Collectively, these updates supersede the lease guidance in Accounting Standards Codification, or ASC, Topic 840 and require lessees to recognize for all leases, with the exception of short-term leases, a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis. Concurrently, lessees are required to recognize a right of use asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The Company adopted this standard on January 1, 2019 by applying the optional transition method on the adoption date and did not adjust comparative periods. The Company also elected the package of practical expedients permitted, which among other things, allowed the Company to carry forward the lease classification for the Company's existing leases. The adoption of this standard impacted the Company's 2019 opening consolidated balance sheet as the Company recorded operating lease liabilities of $2.5 million and right of use assets of $2.3 million , which equals the lease liabilities net of accrued rent. The adoption of this standard did not have a material impact on the Company's consolidated statements of operations or cash flows. During 2018, the FASB issued ASU 2018-07, "Improvements to Nonemployee Share-Based Payment Accounting," which expanded the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. These updates align the guidance for share-based payments to nonemployees with the guidance for share-based payments granted to employees, including the measurement of equity-classified awards, which is fixed at the grant date under the new guidance. The updated guidance is effective for interim and annual periods beginning after December 15, 2018, and early adoption is permitted. The Company adopted ASU 2018-07 effective January 1, 2019. The adoption of this standard did not have a material impact on the Company's financial statements. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The Company follows ASC 820-10, Fair Value Measurements and Disclosures, which among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement determined based on assumptions that market participants would use in pricing an asset or liability. The carrying amounts of accounts payable and accrued liabilities are considered to be representative of their respective fair values because of the short-term nature of those instruments. Based on the borrowing rates available to the Company for loans with similar terms, which is considered a Level 2 input as described below, the Company believes that the fair value of long-term debt approximates its carrying value. As a basis for considering such assumptions, a three-tier fair value hierarchy has been established, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions, which reflect those that a market participant would use. The Company classifies investments in money market funds within Level 1 as the prices are available from quoted prices in active markets. Investments in commercial paper, corporate debt and reverse repurchase agreements are classified within Level 2 as these instruments are valued using observable market inputs including reported trades, broker/dealer quotes, bids and/or offers. As discussed in Note 5, on May 21, 2018, the Company entered into a subscription agreement with certain investors providing for the purchase and sale of up to an aggregate of $120.0 million of its common stock and preferred stock in three closings. The second and optional third closings and warrants related to the optional third closing, which are triggered by the Company's announcement of topline data of Part B of its STRIVE Phase 2 clinical trial of rezafungin, contain features for subsequent closings that are not solely within the control of the Company and that embody an obligation that the Company must settle by issuing a variable number of shares when the obligation is based predominantly on having a fixed value at inception. In accordance with ASC 480, "Distinguishing Liabilities from Equity," the Company determined that these closings are classified as liabilities and represent contingent forward purchase obligations. These liabilities are required to be recorded at their estimated fair value initially and on a recurring basis. The contingent forward purchase obligations are classified within Level 3 of the fair value hierarchy as the Company is using a probability-weighted valuation approach, utilizing significant unobservable inputs including the probability and estimated timing of achieving positive or negative results associated with Part B of the STRIVE Phase 2 clinical trial and estimated discount rates related to the risk of achievement of the expected equity issuances. The liability was initially recorded at $4.3 million on May 21, 2018. Fair value adjustments resulting in a gain of $0.4 million were recorded during the nine month period ended September 30, 2019 . The contingent forward purchase obligation had no value as of September 30, 2019 , and was valued at $0.4 million as of December 31, 2018 . None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis. No transfers between levels have occurred during the periods presented. The following tables summarize the Company’s financial instruments measured at fair value on a recurring basis (in thousands): TOTAL LEVEL 1 LEVEL 2 LEVEL 3 September 30, 2019 Assets: Money market funds $ 73,169 $ 73,169 $ — $ — Total assets at fair value $ 73,169 $ 73,169 $ — $ — December 31, 2018 Assets: Money market funds $ 74,077 $ 74,077 $ — $ — Total assets at fair value $ 74,077 $ 74,077 $ — $ — Liabilities: Contingent forward purchase obligations $ 411 $ — $ — $ 411 Total liabilities at fair value $ 411 $ — $ — $ 411 |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Term Loans — On October 3, 2016, the Company entered into a loan and security agreement, (the "Loan Agreement"), with Pacific Western Bank, as the collateral agent and a lender (the "Lender"), pursuant to which the Lender agreed to lend to the Company up to $20.0 million in a series of term loans. Contemporaneously, the Company borrowed $10.0 million from the Lender (the "Term A Loan"). Under the terms of the Loan Agreement, because the Company achieved positive results from the STRIVE Phase 2 clinical trial of rezafungin by March 31, 2018 (the "Milestone"), the Company had the option to borrow, at its sole discretion, until October 3, 2018, from the Lender up to an additional $10.0 million (the "Term B Loan"). The Company did not borrow any funds available under the Term B Loan before the draw period ended. The Company’s obligations under the Loan Agreement are secured by a first priority security interest in substantially all of the Company’s current and future assets, other than its intellectual property, which is subject to a double negative pledge. The Company may prepay the borrowed amounts, provided that the Company will be obligated to pay a prepayment fee equal to (i) 2.0% of the applicable principal amount of the Term Loan if the prepayment occurs before the first anniversary of the applicable funding date, and (ii) 1.0% of the applicable principal amount of the Term Loan if the prepayment occurs after the first anniversary of the funding date of such Term Loan but on or prior to the second anniversary of the funding date of such Term Loan. While any amounts are outstanding under the Loan Agreement, the Company is subject to a number of affirmative and restrictive covenants, including covenants regarding dispositions of property, business combinations or acquisitions, incurring additional indebtedness and transactions with affiliates, among other customary covenants. The Company is also restricted from paying dividends or making other distributions or payments on its capital stock, subject to limited exceptions. Pursuant to the Loan Agreement, on October 3, 2016, the Company issued to the Lender a warrant to purchase an aggregate of up to 17,331 shares of the Company’s common stock at an exercise price of $11.54 per share. If the Company borrows additional amounts under the Loan Agreement, it will, in connection with any such borrowing, issue the Lender an additional warrant to purchase that number of shares of the Company’s common stock as is equal to 2.0% of the additional principal amount borrowed divided by the exercise price. The exercise price shall be equal to the 30 -day average closing price of the Company’s common stock, calculated as of the date immediately prior to the date of such additional borrowing. The warrants are immediately exercisable and will expire ten years from the date of the grant. On June 13, 2018, the Company and the Lender entered into a First Amendment to the Loan Agreement, which reset the operating covenant to require the Company to achieve positive data from Part B of the STRIVE Phase 2 clinical trial of rezafungin on or prior to July 31, 2019 (the "Milestone"). On July 27, 2018, the Company and the Lender entered into a Second Amendment to the Loan Agreement, which amended, among other things, the interest-only period, the date of maturity (the "Maturity Date") and the interest rate. On July 29, 2019, the Company announced positive data from Part B of the STRIVE clinical trial, which satisfied the Milestone. Within 30 days of satisfying the Milestone, the Company was required to agree with the Lender on an amendment to the Loan Agreement to define a new financial covenant and/or milestone for fiscal year 2019 and all subsequent fiscal years during the term of the Loan Agreement. On August 27, 2019, the Lender extended the deadline to execute this amendment to October 15, 2019, and on October 11, 2019, the Lender further extended this deadline until November 7, 2019. On November 5, 2019, the Company and the Lender entered into a Third Amendment to the Loan Agreement, which reset the operating covenant to require the Company to maintain cash equal to or greater than the Company's outstanding indebtedness to the Lender. The amendment also extended the interest-only period through April 3, 2020 and the maturity date through July 3, 2022. The interest-only period will be followed by equal monthly payments of principal and interest. The Term Loans will bear interest at a variable annual rate equal to the greater of (i) 4.5% or (ii) the Lender’s prime interest rate plus 0.75% . At September 30, 2019 , the Term A Loan bears interest at 5.75% . The Company evaluated the First and Second Amendments to determine whether the amendments represented modifications or extinguishment of debt. The Company determined that the amendments did not represent a substantial change from the original Loan Agreement and accounted for the amendments as debt modifications. Costs previously deferred under the original terms of the Loan Agreement are amortized into interest expense over the new term of the Second Amendment. Upon the occurrence of certain events, including but not limited to the Company’s failure to satisfy its payment obligations under the Loan Agreement, the breach of certain of its other covenants under the Loan Agreement, including the requirement to maintain cash equal to or greater than the outstanding indebtedness, or the occurrence of a material adverse change, the collateral agent will have the right, among other remedies, to declare all principal and interest and other amounts due to the Lender under the Loan Agreement immediately due and payable. The principal payments due under the Loan Agreement have been classified as a current liability at September 30, 2019 and December 31, 2018 due to the considerations discussed in Note 1 and the assessment that the material adverse change clause under the Loan Agreement is not within the Company's control. The Company has not been notified of an event of default by the Lenders as of the date of the filing of this Form 10-Q. As of September 30, 2019 , future principal payments due under the Third Amendment of the Term A Loan are as follows (in thousands): Year ended: December 31, 2019 $ — December 31, 2020 2,963 December 31, 2021 4,444 December 31, 2022 2,593 Total future principal payments due under the Term A Loan $ 10,000 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY Mundipharma Stock Purchase Agreement On September 3, 2019, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Mundipharma AG (the “Purchaser”), pursuant to which the Company issued to the Purchaser 4,781,408 shares of its common stock (the “Shares”) in a private placement at a price per share of $1.884 (a 20% premium to the volume weighted average price of the Company’s common stock for the 10 trading days prior to September 3, 2019) for an aggregate purchase price of approximately $9.0 million . Under the Purchase Agreement, until September 3, 2020 (the “Lock-Up Period”), the Purchaser may not transfer or sell the Shares without the prior written consent of the Company. In addition, the Company agreed to (i) no later than 90 days prior to the expiration of the Lock-Up Period, file a registration statement with the U.S. Securities and Exchange Commission covering the resale by the Purchaser of the Shares, (ii) cause such registration statement to become effective as soon as practicable following the filing thereof and (iii) take all other actions as may be necessary to keep such registration statement continuously effective during the timeframes set forth in the Purchase Agreement. If the Company fails to comply with certain obligations with respect to filing and securing effectiveness of such registration statement, the Company would be obligated to pay liquidated damages to the Purchaser in the amount of 1% of the total purchase price of the Shares for each applicable 30 -day period, up to an aggregate maximum of 6% of the purchase price, so long as the event giving rise to the damages remains uncured. May 2018 Registered Direct Offering On May 21, 2018, the Company entered into a subscription agreement with certain investors providing for the purchase and sale, in a registered direct offering, of up to an aggregate of $120.0 million of its common stock and preferred stock in three closings. On May 23, 2018, the Company completed the first closing, which was comprised of 6,185,987 shares of common stock at an offering price of $4.70 per share, 445,231 shares of Series X Convertible Preferred Stock at an offering price of $47.00 per share, and an option fee relating to the third closing paid by the investors for a total of $0.5 million . In a private placement concurrent with the first closing (the “First Private Placement”), the Company also sold warrants, at $0.125 per warrant share, to purchase an aggregate of 12,499,997 shares of common stock. Net proceeds for the first closing and the First Private Placement were $49.5 million . The Company performed an analysis to allocate the proceeds from the May 2018 registered direct offering to the offering's various components on a relative fair value basis, including the contingent forward purchase obligations (discussed further in Note 3) as well as the common stock, Series X Convertible Preferred Stock, warrants, and option fee. With respect to the Series X Convertible Preferred Stock, because the adjusted conversion price on the commitment date (following the allocation of proceeds on a fair value basis) was below the fair value of the common stock at the date of issuance, a beneficial conversion feature with a calculated fair value of $10.3 million existed at the issuance date. The beneficial conversion feature is amortized as a deemed dividend to the preferred holders. As the Series X Convertible Preferred Stock is fully convertible at issuance, the full amortization of the $10.3 million was recorded at issuance as a one-time, non-cash deemed dividend on May 23, 2018. The second closing of the registered direct offering was contingent on the Company’s announcement of topline data from Part B of its STRIVE global randomized Phase 2 clinical trial of rezafungin provided that the Company would not be obligated to complete the second closing if the purchase price was less than $4.70 per share, and the third closing of the registered direct offering was to occur after the second closing, but at the Company’s option. O n July 29, 2019, the Company announced positive data from Part B of its STRIVE clinical trial. Because the volume weighted average price of the Company's common stock for the five trading days following the public release of topline data from Part B of the STRIVE clinical trial of rezafungin was below $6.27 , the resulting purchase price for the second and third closings of the May 2018 registered direct offering would have been less than $4.70 per share. Accordingly, the Company was unable to complete the second and third closings without first obtaining the approval of its stockholders. On August 7, 2019, the Company notified the purchasers in the May 2018 registered direct offering that it had elected not to consummate the second closing of the offering. Accordingly, the obligations of the parties to the registered direct offering terminated and are of no further force or effect, and the second closing will not be held. As a result of this election, the optional third closing of the offering and the related concurrent private placement of warrants will not be held.​ Preferred Stock Under the amended and restated certificate of incorporation, the Company’s board of directors has the authority, without further action by the stockholders, to issue up to 10,000,000 shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, to fix the rights, preferences and privileges of the shares of each wholly unissued series and any qualifications, limitations or restrictions thereon and to increase or decrease the number of shares of any such series, but not below the number of shares of such series then outstanding. The Company had 10,000,000 shares of preferred stock authorized at September 30, 2019 . In May 2018, the Company designated 5,000,000 shares of preferred stock as Series X Convertible Preferred Stock with a par value of $0.0001 per share. As of September 30, 2019 , 565,231 shares of Series X Convertible Preferred Stock were issued and outstanding. On March 22, 2019, the Company entered into an Exchange Agreement with Biotechnology Value Fund, L.P., and certain of its affiliated entities (collectively, “BVF”), pursuant to which BVF, without monetary consideration, agreed to exchange an aggregate of 1,200,000 shares of the Company’s common stock for an aggregate of 120,000 shares of the Company’s Series X Convertible Preferred Stock. The specific terms of the Series X Convertible Preferred Stock are as follows: Conversion: Each share of Series X Convertible Preferred Stock is convertible at the option of the holder into 10 shares of common stock. Holders are not permitted to convert Series X Convertible Preferred Stock into common stock if, after conversion, the holder, its affiliates, and any other person whose beneficial ownership of common stock would be aggregated with the holder's for purposes of Section 13(d) or Section 16 of the Exchange Act, would beneficially own more than 9.99% of the number of shares of common stock outstanding immediately after the conversion. Dividends: Holders of Series X Convertible Preferred Stock are not entitled to receive any dividends except to the extent that dividends are paid on the Company's common stock. If dividends are paid on shares of common stock, holders of Series X Convertible Preferred Stock are entitled to participate in such dividends on an as-converted basis. Liquidation: Upon the liquidation, dissolution, or winding up of the company, each holder of Series X Convertible Preferred Stock will participate pari passu with any distribution of proceeds to holders of common stock. Voting: Shares of Series X Convertible Preferred Stock will generally have no voting rights, except as required by law and except that the consent of the holders of a majority of the outstanding Series X Convertible Preferred Stock will be required to amend the terms of the Series X Convertible Preferred Stock, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series X Convertible Preferred Stock, or to increase or decrease (other than by conversion) the number of authorized shares of Series X Convertible Preferred Stock. The Company evaluated the Series X Convertible Preferred Stock for liability or equity classification under ASC 480, "Distinguishing Liabilities from Equity," and determined that equity treatment was appropriate because the Series X Convertible Preferred Stock did not meet the definition of the liability instruments defined thereunder as convertible instruments. Specifically, the Series X Convertible Preferred Stock does not meet the criteria for classification as an ASC 480 liability. As such, the Series X Convertible Preferred Stock should be recorded as permanent equity. Additionally, the Series X Convertible Preferred Stock is not redeemable for cash or other assets (i) on a fixed or determinable date, (ii) at the option of the holder, and (iii) upon the occurrence of an event that is not solely within control of the Company. Common Stock The Company had 200,000,000 shares of common stock authorized as of September 30, 2019 . Holders of outstanding shares of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the holders of common stock. Subject to the rights of the holders of any class of the Company’s capital stock having any preference or priority over common stock, the holders of common stock are entitled to receive dividends that are declared by the Company’s board of directors out of legally available funds. In the event of a liquidation, dissolution or winding-up, the holders of common stock are entitled to share ratably in the net assets remaining after payment of liabilities, subject to prior rights of preferred stock, if any, then outstanding. The common stock has no preemptive rights, conversion rights, redemption rights or sinking fund provisions, and there are no dividends in arrears or default. All shares of common stock have equal distribution, liquidation and voting rights, and have no preferences or exchange rights. In September 2019, the Company began to sell shares of common stock under a controlled equity sales agreement with Cantor Fitzgerald & Co. During the three months ended September 30, 2019 , the company sold 1.4 million shares for net proceeds of approximately $3.6 million , after deducting placement agent fees. Common Stock Warrants As of September 30, 2019 and December 31, 2018 , warrants to purchase 12,517,328 shares of common stock were outstanding at a weighted average exercise price of $6.82 per share. Common Stock Reserved for Future Issuance Common stock reserved for future issuance is as follows (in common stock equivalent shares): September 30, 2019 December 31, 2018 Common stock warrants 12,517,328 12,517,328 Stock options, RSUs and PRSUs issued and outstanding 5,606,057 4,392,671 Series X Convertible Preferred Stock 5,652,310 4,452,310 Authorized for future issuance under the ESPP 580,104 706,242 Authorized for future stock awards under the Company's option plans 471,923 669,873 Total 24,827,722 22,738,424 |
EQUITY INCENTIVE PLANS
EQUITY INCENTIVE PLANS | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
EQUITY INCENTIVE PLANS | EQUITY INCENTIVE PLANS 2015 Equity Incentive Plan In March 2015, the Company’s board of directors and stockholders approved and adopted the 2015 Equity Incentive Plan (“2015 EIP”). Under the 2015 EIP, the Company may grant stock options, stock appreciation rights, restricted stock, RSUs, and other awards to individuals who are employees, officers, directors, or consultants of the Company. The number of shares of stock available for issuance under the 2015 EIP will be automatically increased each January 1 by 4% of the outstanding number of shares of the Company’s common stock on the immediately preceding December 31 or such lesser number as determined by the Company’s board of directors. Terms of stock award agreements, including vesting requirements, are determined by the board of directors, subject to the provisions of the 2015 EIP. Stock options granted by the Company generally vest over a three - or four -year period. Certain stock options are subject to acceleration of vesting in the event of certain change of control transactions. The stock options may be granted for a term of up to 10 years from the date of grant. The exercise price for stock options granted under the 2015 EIP must be at a price 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 that for an incentive stock option granted to an employee who at the time of grant owns stock representing more than 10% of the voting power of all classes of stock of the Company, the exercise price shall be no less than 110% of the estimated value on the date of grant. 2015 Employee Stock Purchase Plan In March 2015, the Company’s board of directors and stockholders approved and adopted the 2015 Employee Stock Purchase Plan ("ESPP"). The number of shares of stock available for issuance under the ESPP will be automatically increased each January 1 by the lesser of (i) 1% of the outstanding number of shares of the Company’s common stock on the immediately preceding December 31, (ii) 490,336 shares, or (iii) such lesser number as determined by the Company’s board of directors. The ESPP allows substantially all employees to purchase the Company’s common stock through a payroll deduction at a price equal to 85% of the lower of the fair market value of the stock as of the beginning or the end of each purchase period. An employee’s payroll deductions under the ESPP are limited to 15% of the employee’s eligible compensation. During the nine months ended September 30, 2019 , 126,138 shares were issued pursuant to the ESPP. Restricted Stock Units The following table summarizes RSU and PRSU activity during the nine months ended September 30, 2019 : Number of Outstanding at December 31, 2018 260,000 RSUs and PRSUs granted 259,520 RSUs and PRSUs vested (97,204 ) RSUs and PRSUs canceled (7,281 ) Outstanding at September 30, 2019 415,035 For the nine months ended September 30, 2019 , stock-based compensation expense related to RSUs and PRSUs was approximately $0.6 million . At September 30, 2019 , estimated unrecognized compensation expense related to RSUs and PRSUs grants was approximately $1.7 million . Stock Options The following table summarizes stock option activity during the nine months ended September 30, 2019 : Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Total Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2018 4,132,671 $ 6.58 7.41 $ 25 Options granted 1,154,150 2.54 Options exercised — — Options canceled (95,799 ) 7.93 Outstanding at September 30, 2019 5,191,022 $ 5.66 7.65 $ 31 Vested and expected to vest at September 30, 2019 5,191,022 $ 5.66 7.65 $ 31 Exercisable at September 30, 2019 3,221,051 $ 6.79 6.85 $ — The intrinsic value of a stock option is the difference between the market price of the common stock at the measurement date and the exercise price of the option. Stock-based compensation expense recognized for restricted shares, RSUs, PRSUs, stock options, and the ESPP has been reported in the statements of operations as follows (in thousands): Three Months Ended Nine Months Ended 2019 2018 2019 2018 Research and development $ 683 $ 623 $ 1,980 $ 1,992 General and administrative 826 662 2,070 2,354 Total $ 1,509 $ 1,285 $ 4,050 $ 4,346 The weighted-average grant date fair value of stock options granted by the Company during the nine months ended September 30, 2019 was $1.76 per share. The total grant date fair value of stock options that vested during the nine months ended September 30, 2019 was $3.1 million . As of September 30, 2019 , total unrecognized share-based compensation expense related to unvested stock options of the Company was approximately $4.8 million . This unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately 1.97 years. As of September 30, 2019 , total unrecognized compensation expense related to the ESPP was approximately $0.5 million . This unrecognized compensation cost is expected to be recognized over approximately 0.6 years . |
SIGNIFICANT AGREEMENTS AND CONT
SIGNIFICANT AGREEMENTS AND CONTRACTS | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SIGNIFICANT AGREEMENTS AND CONTRACTS | SIGNIFICANT AGREEMENTS AND CONTRACTS Mundipharma Collaboration Agreement On September 3, 2019, the Company entered into a Collaboration and License Agreement (the “Collaboration Agreement”) with Mundipharma Medical Company (“Mundipharma”), a related party, for a strategic collaboration to develop and commercialize rezafungin in an intravenous formulation (the “Licensed Product”) for the treatment and prevention of invasive fungal infections. Under the Collaboration Agreement, the Company will be responsible for leading the conduct of an agreed global development plan (the “Global Development Plan”) that includes the Company’s ongoing Phase 3 pivotal clinical trial of the Licensed Product for the treatment of candidemia and/or invasive candidiasis (the “ReSTORE Trial”) and the Company’s planned Phase 3 pivotal clinical trial of the Licensed Product for the prophylaxis of invasive fungal infections in adult allogeneic blood and marrow transplant recipients (the “ReSPECT Trial”), as well as specified GLP-compliant non‑clinical studies and chemistry, manufacturing and controls (“CMC”) development activities for the Licensed Product. Mundipharma will be responsible for performing all development activities, other than Global Development Plan activities, that may be necessary to obtain and maintain regulatory approvals for the Licensed Product in the Mundipharma Territory, at Mundipharma’s sole cost. Pursuant to the Collaboration Agreement, the Company granted Mundipharma an exclusive, royalty‑bearing license to develop, register and commercialize the Licensed Product outside of the United States and Japan (the “Mundipharma Territory”), subject to the Company’s retained right to lead a global development program for the Licensed Product in both the Mundipharma Territory and in the United States and Japan (the “Company Territory”) as described below. The Company also granted Mundipharma an option to obtain exclusive licenses to develop, register and commercialize rezafungin in a formulation for subcutaneous administration (“Subcutaneous Product”) and in formulations for other modes of administration (“Other Products”) in the Mundipharma Territory, subject to similar retained rights of the Company to conduct mutually agreed global development activities for such products. In addition, the Company granted Mundipharma a co‑exclusive, worldwide license to manufacture the Licensed Product and rezafungin. Until the seventh anniversary of the first commercial sale of the Licensed Product in the Mundipharma Territory, each party has granted the other party an exclusive, time-limited right of first negotiation to obtain a license to any anti-fungal product (other than Licensed Product, Subcutaneous Product and Other Products) that such party proposes to out-license in the other party’s territory. However, in the event of the acquisition of a party by a third party, this right of first negotiation will not apply to any such anti‑fungal product of the acquiring third party prior to consummation of the acquisition of such party, acquired by such acquiring third party from another third party after consummation of the acquisition of such party, or developed internally by the acquiring third party, either before or after consummation of the acquisition of such party, without the use of, reliance upon or reference to any technology of the acquired party that is licensed to the other party under the Collaboration Agreement, any technology of the other party that is licensed to the acquired party under the Collaboration Agreement, or any technology jointly developed by the parties pursuant to the Collaboration Agreement. The Company retains the exclusive right to develop, register and commercialize the Licensed Product, Subcutaneous Product and Other Products in the Company Territory, and Mundipharma has granted the Company certain licenses under Mundipharma-controlled technology and jointly-developed technology to develop, register and commercialize Licensed Product, Subcutaneous Product and Other Products in the Company Territory and to manufacture such products and rezafungin worldwide. The parties have agreed to share equally (50/50) the costs of Global Development Plan activities (“Global Development Costs”), subject to a cap on Mundipharma’s Global Development Cost share of $31.2 million . The Company would receive additional financial support for Global Development Plan activities through a near-term milestone payment by Mundipharma of $11.1 million . Mundipharma is entitled to credit the full amount of this milestone payment toward future royalties payable to the Company, subject to a limit on the amount by which royalty payments to the Company may be reduced in any quarter. If Mundipharma has not fully credited the amount of such milestone payment toward royalties payable to the Company before the earlier of (i) December 31, 2024 and (ii) termination of the Collaboration Agreement by Mundipharma, the Company will be obligated to refund the uncredited portion of such milestone payment to Mundipharma on the earlier of such dates. The total potential transaction value is $568 million , including an equity investment (see Note 5), an up-front payment, global development funding, and certain development, regulatory, and commercial milestones. The Company is also eligible for double-digit royalties in the teens on tiers of annual net sales. Either party may terminate the Collaboration Agreement for uncured material breach by the other party. After September 3, 2020, Mundipharma may terminate the Collaboration Agreement at will, provided that if Mundipharma terminates the Collaboration Agreement in its entirety prior to the last visit of the last patient in both the ReSPECT Trial and the ReSTORE Trial, Mundipharma will continue to be liable for its share of Global Development Costs as described above. The Company may terminate the Agreement if Mundipharma or any of its affiliates or sublicensees, directly or indirectly through any third party, commences any interference or opposition proceeding with respect to, challenges the validity or enforceability of, or opposes any extension of or the grant of a supplementary protection certificate with respect to, any of the Company's patent rights licensed to Mundipharma, or upon an insolvency event of Mundipharma. Revenue Recognition The Company determined the transaction price is equal to the up-front fee of $30.0 million plus the research and development funding of $31.2 million . The price paid for the common stock was determined to be at fair market value after applying a lack of marketability discount as Mundipharma received restricted shares. Therefore, no additional premium or discount was allocated to the transaction price of the Agreement for the share issuance. The transaction price was allocated to the performance obligations on the basis of the relative stand-alone selling price estimated for each performance obligation. In estimating the stand-alone selling price for each performance obligation, the Company developed assumptions that require judgment and included forecasted revenues, expected development timelines, discount rates, probabilities of technical and regulatory success and costs for manufacturing clinical supplies. A description of the distinct performance obligations identified under the Agreement, as well as the amount of revenue allocated to each distinct significant performance obligation, is as follows: Licenses of Intellectual Property. The license to the Company’s intellectual property, bundled with the associated know-how, represents a distinct performance obligation. The license and associated know-how was transferred to Mundipharma during the three months ended September 30, 2019 , therefore the Company recognized the full revenue related to this performance obligation in the amount of $17.9 million during the quarter as license revenue in its condensed consolidated statements of operations and comprehensive income. Research and Development Services. The Company and Mundipharma share equally in the costs of ongoing rezafungin clinical development in the Licensed Territory up to the specified cap. The Company records these cost-sharing payments due from Mundipharma as collaboration revenue. The Company concluded that progress towards completion of the performance obligation related to the research and development services is best measured in an amount proportional to the research and development expenses incurred and the total estimated research and development expenses. The Company recognized $1.0 million for this performance obligation for the three months ended September 30, 2019 . Clinical Supply Services. The Company's initial obligation to supply rezafungin for ongoing clinical development in the Licensed Territory represents a distinct performance obligation. The Company concluded that progress towards completion of the performance obligations related to the clinical supply services is best measured in an amount proportional to the clinical supply services expenses incurred and the total estimated clinical supply services. The Company recognized $0.3 million for this performance obligation for the three months ended September 30, 2019 . Milestone Payments. The Company determined that as of September 30, 2019 , all the potential milestone payments are probable of significant revenue reversal as their achievement is highly dependent on factors outside the Company's control or are otherwise constrained under the variable consideration guidance. Therefore, these payments have been fully constrained and are therefore not included in the transaction price. At the end of each subsequent reporting period, the Company will re-evaluate the probability of achievement of each milestone and any related constraint. Royalties. As the license is deemed to be the predominant item to which sales-based royalties relate, the Company will recognize revenue when the related sales occur. No royalty revenue was recognized during the three months ended September 30, 2019 . The following table presents a summary of the activity in the Company's contract liabilities (recorded as deferred revenue on the balance sheet) during the three months ended September 30, 2019 (in thousands): Opening balance, July 1, 2019 $ — Payments received in advance 30,000 Revenue from performance obligations satisfied during reporting period (19,100 ) Closing balance, September 30, 2019 $ 10,900 The closing balance as of September 30, 2019 are classified as a current liability since the rights to consideration are expected to be satisfied within one year. The following table presents our contract revenues disaggregated by timing of revenue recognition and excludes royalty revenue (in thousands): Three and Nine Months Ended September 30, 2019 Point in Time Over Time Revenue from Mundipharma Collaboration Agreement: License of Intellectual Property $ 17,861 $ — Research and Development Services — 988 Clinical Supply Services — 251 Total revenue from Mundipharma Collaboration Agreement $ 17,861 $ 1,239 Combating Antibiotic Resistant Bacteria Accelerator (CARB-X) Subaward Agreement On March 30, 2017, the Company entered into a Cost Reimbursement Research Subaward Agreement (the "Subaward Agreement") with the Trustees of Boston University. Under the Subaward Agreement, the Company is a subawardee under the CARB-X program. CARB-X is a public-private partnership focused on antibacterials, created by the U.S. Department of Health and Human Services (HHS), Biomedical Advanced Research and Development Authority (BARDA), the NIAID. CARB-X is funded by BARDA and the London-based Wellcome Trust, a global charitable foundation (Wellcome), and administered by the Boston University School of Law. The subaward was intended to support development of the Company's CD201 product candidate. Under the Subaward Agreement, during an initial phase that began on April 1, 2017 and ends upon acceptance by the U.S. Food and Drug Administration of an initial new drug application, CARB-X would reimburse up to $3.9 million of qualifying development expenses. If all of the milestones in such initial phase are met, the CARB-X Joint Oversight Committee will evaluate the progress made in such initial phase and determine whether to exercise its option to fund a second stage. During the second stage, CARB-X would reimburse up to $3.0 million of qualifying development expenses through a Phase 1 clinical trial. Such second stage would be subject to a new subaward agreement. The Subaward Agreement can be terminated upon the delivery of 30 days written notice to the Company for default or convenience. Upon receipt of a notice of termination, the Company must discontinue contract activities and CARB-X must pay the Company a final settlement based on eligible expenses incurred under the Subaward Agreement. Based on preclinical studies of CD201 as well as preclinical studies of antibody-drug conjugates (ADCs) from the Cloudbreak program, the Company decided in February 2018 to cease development of CD201 to focus on the more promising ADCs for the same indication. Based on the decision to focus efforts on the ADCs, the Company will no longer be seeking funding under the Subaward Agreement relating to CD201. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Litigation From time to time, the Company may be involved in various lawsuits, legal proceedings, or claims that arise in the ordinary course of business. Management believes there are no claims or actions pending against the Company as of September 30, 2019 which will have, individually or in the aggregate, a material adverse effect on its business, liquidity, financial position, or results of operations. Litigation, however, is subject to inherent uncertainties, and an adverse result in such matters may arise from time to time that may harm the Company’s business. Lease Obligations The Company adopted ASU 2016-02, "Leases," on January 1, 2019, which resulted in the recognition of operating leases on the balance sheet. See Note 2 for more information on the adoption of the ASU. The Company determines if a contract contains a lease at inception and recognizes operating lease right-of-use assets and operating lease liabilities based on the present value of the future minimum lease payments at the commencement date. As the Company's leases do not provide an implicit rate, management develops incremental borrowing rates based on the information available at the commencement date in determining the present value of future payments. Lease agreements that have lease and non-lease components are accounted for as a single lease component. Lease expense is recognized on a straight-line basis over the lease term. The Company's single lease upon adoption is for laboratory and office space in San Diego, California and was entered into in June 2015. Amendments for additional space were entered into in February 2015, March 2015, and August 2015. On June 29, 2018 the Company entered into a Fourth Amendment to its lease which extended the term of the lease by an additional 36 months and increased base rent to $70,000 per month effective January 1, 2019. The Company has also been granted an option, exercisable prior to September 30, 2019, to expand its leased premises on the same terms as the current lease, subject to compliance with specified conditions. The lease expires in December 2021 with options for two individual two -year extensions. The lease is subject to charges for common area maintenance and other costs, and base rent is subject to 3% annual increases every January. The adjusted incremental borrowing rate used in measuring the Company's lease liability was 10.8% . The following table presents information about the amount, timing and uncertainty of cash flows arising from the Company's operating lease as of September 30, 2019 (in thousands): 2019 $ 235 2020 969 2021 998 Total undiscounted operating lease payments $ 2,202 Less: Imputed interest (257 ) Present value of lease payments $ 1,945 The balance sheet classification of the Company's operating lease is as follows (in thousands): Balance Sheet Classification: Operating lease right-of-use asset $ 1,810 Current lease liability $ 790 Lease liability 1,155 Total operating lease liability $ 1,945 As of September 30, 2019 , the weighted average remaining lease term was 2.3 years . Cash paid for amounts included in the present value of operating lease liabilities was $0.7 million for the nine months ended September 30, 2019 . Operating lease costs were $0.8 million for the nine months ended September 30, 2019 . These costs are primarily related to the Company's long-term operating lease, but also include immaterial amounts for variable leases and short-term leases with terms greater than 30 days. Contractual Obligations The Company enters into contracts in the normal course of business with vendors for research and development activities, manufacturing, and professional services. These contracts generally provide for termination either on notice or within 30 days of notice. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company has a limited operating history and the sales and income potential of the Company’s business and market are unproven. The Company has experienced net losses and negative cash flows from operating activities since its inception. At September 30, 2019 , the Company had an accumulated deficit of $245.8 million . The Company expects to continue to incur net losses into the foreseeable future. Successful transition to attaining profitable operations is dependent upon achieving a level of revenues adequate to support the Company’s cost structure. At September 30, 2019 , the Company had cash and cash equivalents of $73.8 million . Based on the Company’s current business plan, management believes that existing cash and cash equivalents will not be sufficient to fund the Company’s obligations for twelve months from the issuance of these financial statements. The Company’s ability to execute its operating plan depends on its ability to obtain additional funding through equity offerings, debt financings or potential licensing and collaboration arrangements. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business. However, the Company’s current working capital, anticipated operating expenses and net losses and the uncertainties surrounding its ability to raise additional capital as needed, as discussed below, raise substantial doubt about its ability to continue as a going concern for a period of one year following the date that these financial statements are issued. The consolidated financial statements do not include any adjustments for the recovery and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company plans to continue to fund its losses from operations through cash and cash equivalents on hand, as well as through future equity offerings, debt financings, other third party funding, and potential licensing or collaboration arrangements. There can be no assurance that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to the Company. Even if the Company raises additional capital, it may also be required to modify, delay or abandon some of its plans which could have a material adverse effect on the Company’s business, operating results and financial condition and the Company’s ability to achieve its intended business objectives. Any of these actions could materially harm the Company’s business, results of operations and future prospects. |
Unaudited Interim Financial Data | Unaudited Interim Financial Data The accompanying condensed consolidated financial statements are unaudited and have been prepared by the Company in accordance with U.S. generally accepted accounting principles, or GAAP, as found in the Accounting Standards Codification, or ASC, of the Financial Accounting Standards Board, or FASB. Certain information and footnote disclosures normally included in the Company’s annual financial statements have been condensed or omitted. These interim condensed consolidated financial statements, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of the Company’s financial position and results of operations for the interim periods ended September 30, 2019 and 2018 . |
Basis of Consolidation | Basis of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Segment Information | Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, the Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments purchased with a maturity of three months or less when acquired to be cash equivalents. |
Concentration of Credit Risk | Concentration of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents. Periodically, the Company maintains deposits in government insured financial institutions in excess of government insured limits. The Company invests its cash balances in financial institutions that it believes have high credit quality, has not experienced any losses on such accounts and does not believe it is exposed to significant credit risk. |
Patent Costs | Patent Costs The Company expenses all costs as incurred in connection with patent applications (including direct application fees, and the legal and consulting expenses related to making such applications), and such costs are included in general and administrative expenses in the accompanying statements of operations. |
Income Taxes | Income Taxes The Company follows the FASB's ASC 740, Income Taxes, in reporting deferred income taxes. ASC 740 requires a company to recognize deferred tax assets and liabilities for expected future income tax consequences of events that have been recognized in the Company’s consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in the years in which the temporary differences are expected to reverse. Valuation allowances are provided if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions pursuant to ASC 740, which prescribes a recognition threshold and measurement process for financial statement recognition of uncertain tax positions taken or expected to be taken in a tax return. If the tax position meets this threshold, the benefit to be recognized is measured as the tax benefit having the highest likelihood of being realized upon ultimate settlement with the taxing authority. The Company recognizes interest accrued related to unrecognized tax benefits and penalties in the provision for income taxes. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue is accordance with Accounting Standards Codification, or ASC, Topic 606, Revenue from Contracts with Customers, which applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments. Under Topic 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. In a contract with multiple performance obligations, the Company must develop estimates and assumptions that require judgment to determine the underlying stand-alone selling price for each performance obligation, which determines how the transaction price is allocated among the performance obligations. The estimation of the stand-alone selling price(s) may include estimates regarding forecasted revenues or costs, development timelines, discount rates, and probabilities of technical and regulatory success. The Company evaluates each performance obligation to determine if it can be satisfied at a point in time or over time. Any change made to estimated progress towards completion of a performance obligation and, therefore, revenue recognized will be recorded as a change in estimate. In addition, variable consideration must be evaluated to determine if it is constrained and, therefore, excluded from the transaction price. If a license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in a contract, the Company recognizes revenues from the transaction price allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from the allocated transaction price. The Company evaluates the measure of progress at each reporting period and, if necessary, adjusts the measure of performance and related revenue or expense recognition as a change in estimate. At the inception of each arrangement that includes milestone payments, the Company evaluates whether the milestones are considered probable of being reached. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s or a collaboration partner’s control, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. At the end of each reporting period, the Company re-evaluates the probability of achievement of milestones that are within its or a collaboration partner’s control, such as operational developmental milestones and any related constraint, and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which will affect collaboration revenues and earnings in the period of adjustment. Revisions to the Company’s estimate of the transaction price may also result in negative collaboration revenues and earnings in the period of adjustment. For arrangements that include sales-based royalties, including commercial milestone payments based on the level of sales, and a license is deemed to be the predominant item to which the royalties relate, the Company will recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied, or partially satisfied. To date, the Company has not recognized any royalty revenue from collaborative arrangements. In September 2019, the Company entered into a Collaboration and License Agreement (the Collaboration Agreement) with Mundipharma Medical Company (Mundipharma). The Company concluded that there were three significant performance obligations under the Collaboration Agreement: the license, the research and development services, and the clinical supply services, and that the obligations are distinct from each other. Revenue associated with the license was recognized upon delivery in September 2019. The Company concluded that progress towards completion of the research and development and clinical supply performance obligations related to the Collaboration Agreement is best measured in an amount proportional to the collaboration expenses incurred and the total estimated collaboration expenses. The Company periodically reviews and updates the estimated collaboration expenses, when appropriate, which may adjust revenue recognized for the period. While such changes to the Company’s estimates have no impact on the Company’s reported cash flows, the amount of revenue recorded in the period could be materially impacted. The transaction price to be recognized as revenue under the Collaboration Agreement consists of the upfront payment and estimated reimbursable research and development and clinical supply costs. Potential future payments for variable consideration, such as clinical, regulatory or commercial milestones, will be recognized when it is probable that, if recorded, a significant reversal will not take place. Potential future royalty payments will be recorded as revenue when the associated sales occur. |
Grant Funding and Research and Development Costs | Grant Funding The Company has evaluated the terms of the research and development grants to assess its obligations and the classification of funding received. Amounts billable for funded research and development are recognized in the statement of operations as a reduction to research and development expense over the grant period as the related costs are incurred to meet the Company's obligations. Research and Development Costs Research and development expenses consist of wages, benefits and stock-based compensation charges for research and development employees, scientific consultant fees, facilities and overhead expenses, laboratory supplies, manufacturing expenses, and nonclinical and clinical trial costs. Nonclinical and clinical trial expenses are accrued based on work performed, which relies on the Company's estimates and/or representations from third party service providers regarding total costs incurred, including patient enrollment, completion of studies, and other events. The Company accounts for nonrefundable advance payments for goods and services that will be used or rendered for future research and development activities as deferred. Such amounts are recognized as expense as the related goods are delivered or the related services are performed. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and/or circumstances from non-owner sources. The Company’s only component of other comprehensive income (loss) is unrealized gains on short-term investments. Comprehensive income (losses) have been reflected in the condensed consolidated statements of operations and comprehensive income (loss) for all periods presented. |
Stock-based Compensation | Stock-based Compensation The Company accounts for stock-based compensation expense related to stock options and employee stock purchase plan rights by estimating the fair value on the date of grant using the Black-Scholes option pricing model. The fair value of Restricted Stock Units (RSUs) and Performance-based RSUs (PRSUs) is estimated based on the closing price of the Company's common stock on the date of grant. For awards subject to time-based vesting conditions, stock-based compensation expense is recognized ratably over the requisite service period of the awards. For awards subject to performance-based vesting conditions, the Company assesses the probability of achievement of the individual milestones under the stock-based awards and recognizes stock-based compensation expense over the implicit service period commencing once the Company believes the performance criteria is probable of achievement. The Company recognizes forfeitures related to stock-based compensation as they occur. |
Net Income (Loss) Per Share | The Company follows the authoritative guidance which establishes standards regarding the computation of earnings per share (EPS) by companies that have issued securities other than common stock that contractually entitle the holder to participate in dividends and earnings of a company. The guidance requires earnings to be hypothetically allocated between the common, preferred, and other participating shareholders based on their respective rights to receive non-forfeitable dividends, whether or not declared. Participating securities include Series X Preferred stock (see Note 5). Basic net income per share is then calculated by dividing income allocable to common shareholders (after the reduction for any preferred stock and assuming current income for the period had been distributed) by the number of shares of common stock outstanding during the period. The Company calculates diluted net income per share using the more dilutive of the 1) treasury stock method, if-converted method, or contingently issuable share method, as applicable, or 2) the two-class method. Basic loss per share is calculated by dividing the net loss allocable to common shares by the weighted-average number of common shares outstanding for the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss allocable to common shares by the weighted-average number of common shares and dilutive common stock equivalents outstanding for the period determined using the treasury-stock and if-converted methods. Dilutive common stock equivalents are comprised of warrants, Series X Convertible Preferred Stock, unvested restricted common stock subject to repurchase, and options, RSUs, and PRSUs outstanding under the Company’s stock option plans. In loss periods, basic net loss per share and diluted net loss per share are identical because the otherwise dilutive potential common shares become anti-dilutive and are therefore excluded. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows ASC 820-10 issued by the FASB with respect to fair value reporting for financial assets and liabilities. The guidance defines fair value, provides guidance for measuring fair value and requires certain disclosures. The guidance does not apply to measurements related to share-based payments. The guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The Company’s financial instruments consist of cash and cash equivalents, a contingent forward purchase obligation, and long-term debt. Fair value estimates of these instruments are made at a specific point in time based on relevant market information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. The carrying amount of cash and cash equivalents, prepaid expenses, accounts payable, and accrued liabilities are generally considered to be representative of their respective fair values because of the short-term nature of those instruments. The fair value of short-term investments is based upon market prices quoted on the last day of the fiscal period or other observable market inputs. The fair value of contingent forward purchase obligations is based on a probability-weighted valuation approach (See Note 3). The Company believes that the fair value of long-term debt approximates its carrying value. |
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 reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period. The Company evaluates its estimates and assumptions on an ongoing basis. The most significant estimates in the Company’s consolidated financial statements relate to estimating the fair value of the Company’s stock options, estimated collaboration expenses and incurred expenses related to the Mundipharma Collaboration Agreement, and certain accruals, including those related to nonclinical and clinical activities. Although the estimates are based on the Company’s knowledge of current events, comparable companies, and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Recently Issued Accounting Standards Not Yet Adopted During 2018, the FASB issued ASU 2018-13, "Changes to the Disclosure Requirements for Fair Value Measurement," which modifies certain disclosure requirements on fair value measurements. The updated guidance is effective for interim and annual periods beginning after December 15, 2019, and early adoption is permitted. The Company does not expect the standard to have a material impact on its financial statements upon adoption. Recently Adopted Accounting Standards In March 2019, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update No. 2019-01, "Leases (Topic 842): Codification Improvements." In July 2018, the FASB issued Accounting Standards Update No. 2018-11, "Leases (Topic 842): Targeted Improvements" and Accounting Standards Update No. 2018-10, "Codification Improvements to Topic 842, Leases." These updates provide additional clarification, an optional transition method, a practical expedient and implementation guidance on the previously issued Accounting Standards Update No. 2016-02, "Leases (Topic 842)." Collectively, these updates supersede the lease guidance in Accounting Standards Codification, or ASC, Topic 840 and require lessees to recognize for all leases, with the exception of short-term leases, a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis. Concurrently, lessees are required to recognize a right of use asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The Company adopted this standard on January 1, 2019 by applying the optional transition method on the adoption date and did not adjust comparative periods. The Company also elected the package of practical expedients permitted, which among other things, allowed the Company to carry forward the lease classification for the Company's existing leases. The adoption of this standard impacted the Company's 2019 opening consolidated balance sheet as the Company recorded operating lease liabilities of $2.5 million and right of use assets of $2.3 million , which equals the lease liabilities net of accrued rent. The adoption of this standard did not have a material impact on the Company's consolidated statements of operations or cash flows. During 2018, the FASB issued ASU 2018-07, "Improvements to Nonemployee Share-Based Payment Accounting," which expanded the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. These updates align the guidance for share-based payments to nonemployees with the guidance for share-based payments granted to employees, including the measurement of equity-classified awards, which is fixed at the grant date under the new guidance. The updated guidance is effective for interim and annual periods beginning after December 15, 2018, and early adoption is permitted. The Company adopted ASU 2018-07 effective January 1, 2019. The adoption of this standard did not have a material impact on the Company's financial statements. |
Lease Obligations | The Company determines if a contract contains a lease at inception and recognizes operating lease right-of-use assets and operating lease liabilities based on the present value of the future minimum lease payments at the commencement date. As the Company's leases do not provide an implicit rate, management develops incremental borrowing rates based on the information available at the commencement date in determining the present value of future payments. Lease agreements that have lease and non-lease components are accounted for as a single lease component. Lease expense is recognized on a straight-line basis over the lease term. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings (Loss) per Common Share | The following table sets forth the computation of basic and diluted earnings (loss) per common share: Three Months Ended Nine Months Ended 2019 2018 2019 2018 Numerator: Net income (loss) $ 3,039 $ (13,619 ) $ (27,069 ) $ (46,674 ) Allocation of earnings to participating securities (444 ) — — — Recognition of beneficial conversion feature — — — (10,329 ) Numerator for basic earnings (loss) per share - income available to common stockholders $ 2,595 $ (13,619 ) $ (27,069 ) $ (57,003 ) Effect of participating securities: Add back allocation of earnings to participating securities 444 — — — Numerator of diluted earnings (loss) per share - income available to common stockholders after assumed conversions $ 3,039 $ (13,619 ) $ (27,069 ) $ (57,003 ) Denominator: Denominator for basic earnings (loss) per share - common shares outstanding 33,006,280 27,705,472 25,011,576 24,254,254 Effect of dilutive securities: Series X Preferred stock, as converted 5,652,310 — — — RSUs and PRSUs 29,347 — — — Denominator for diluted earnings (loss) per share - adjusted weighted average shares outstanding 38,687,937 27,705,472 25,011,576 24,254,254 Basic earnings (loss) per common share $ 0.08 $ (0.49 ) $ (1.08 ) $ (2.35 ) Diluted earnings (loss) per common share $ 0.08 $ (0.49 ) $ (1.08 ) $ (2.35 ) |
Summary of Outstanding Potentially Dilutive Securities Excluded from Calculation of Diluted Net Income (Loss) Per Share | The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net income (loss) per share because to do so would be anti-dilutive (in common stock equivalent shares): Three Months Ended Nine Months Ended 2019 2018 2019 2018 Common stock warrants 12,517,328 12,517,328 12,517,328 12,517,328 Series X Convertible Preferred stock — 4,452,310 5,652,310 4,452,310 Common stock options, RSUs and PRSUs issued and outstanding 5,590,883 4,083,233 5,606,057 4,083,233 Common stock subject to repurchase — 18 — 18 Total 18,108,211 21,052,889 23,775,695 21,052,889 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Instruments Measured at Fair Value on a Recurring Basis | The following tables summarize the Company’s financial instruments measured at fair value on a recurring basis (in thousands): TOTAL LEVEL 1 LEVEL 2 LEVEL 3 September 30, 2019 Assets: Money market funds $ 73,169 $ 73,169 $ — $ — Total assets at fair value $ 73,169 $ 73,169 $ — $ — December 31, 2018 Assets: Money market funds $ 74,077 $ 74,077 $ — $ — Total assets at fair value $ 74,077 $ 74,077 $ — $ — Liabilities: Contingent forward purchase obligations $ 411 $ — $ — $ 411 Total liabilities at fair value $ 411 $ — $ — $ 411 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Future Principal Payments | As of September 30, 2019 , future principal payments due under the Third Amendment of the Term A Loan are as follows (in thousands): Year ended: December 31, 2019 $ — December 31, 2020 2,963 December 31, 2021 4,444 December 31, 2022 2,593 Total future principal payments due under the Term A Loan $ 10,000 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | Common stock reserved for future issuance is as follows (in common stock equivalent shares): September 30, 2019 December 31, 2018 Common stock warrants 12,517,328 12,517,328 Stock options, RSUs and PRSUs issued and outstanding 5,606,057 4,392,671 Series X Convertible Preferred Stock 5,652,310 4,452,310 Authorized for future issuance under the ESPP 580,104 706,242 Authorized for future stock awards under the Company's option plans 471,923 669,873 Total 24,827,722 22,738,424 |
EQUITY INCENTIVE PLANS (Tables)
EQUITY INCENTIVE PLANS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Restricted Stock Units and Performance-based Restricted Stock Units Activity | The following table summarizes RSU and PRSU activity during the nine months ended September 30, 2019 : Number of Outstanding at December 31, 2018 260,000 RSUs and PRSUs granted 259,520 RSUs and PRSUs vested (97,204 ) RSUs and PRSUs canceled (7,281 ) Outstanding at September 30, 2019 415,035 |
Summary of Stock Option Activity | The following table summarizes stock option activity during the nine months ended September 30, 2019 : Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Total Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2018 4,132,671 $ 6.58 7.41 $ 25 Options granted 1,154,150 2.54 Options exercised — — Options canceled (95,799 ) 7.93 Outstanding at September 30, 2019 5,191,022 $ 5.66 7.65 $ 31 Vested and expected to vest at September 30, 2019 5,191,022 $ 5.66 7.65 $ 31 Exercisable at September 30, 2019 3,221,051 $ 6.79 6.85 $ — |
Schedule of Stock-based Compensation Expense | Stock-based compensation expense recognized for restricted shares, RSUs, PRSUs, stock options, and the ESPP has been reported in the statements of operations as follows (in thousands): Three Months Ended Nine Months Ended 2019 2018 2019 2018 Research and development $ 683 $ 623 $ 1,980 $ 1,992 General and administrative 826 662 2,070 2,354 Total $ 1,509 $ 1,285 $ 4,050 $ 4,346 |
SIGNIFICANT AGREEMENTS AND CO_2
SIGNIFICANT AGREEMENTS AND CONTRACTS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of collaborative agreement liabilities and revenues disaggregated by timing of revenue recognition | The following table presents a summary of the activity in the Company's contract liabilities (recorded as deferred revenue on the balance sheet) during the three months ended September 30, 2019 (in thousands): Opening balance, July 1, 2019 $ — Payments received in advance 30,000 Revenue from performance obligations satisfied during reporting period (19,100 ) Closing balance, September 30, 2019 $ 10,900 The following table presents our contract revenues disaggregated by timing of revenue recognition and excludes royalty revenue (in thousands): Three and Nine Months Ended September 30, 2019 Point in Time Over Time Revenue from Mundipharma Collaboration Agreement: License of Intellectual Property $ 17,861 $ — Research and Development Services — 988 Clinical Supply Services — 251 Total revenue from Mundipharma Collaboration Agreement $ 17,861 $ 1,239 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Amount, Timing and Uncertainty of Cash Flows from Operating Lease | The following table presents information about the amount, timing and uncertainty of cash flows arising from the Company's operating lease as of September 30, 2019 (in thousands): 2019 $ 235 2020 969 2021 998 Total undiscounted operating lease payments $ 2,202 Less: Imputed interest (257 ) Present value of lease payments $ 1,945 |
Supplemental Balance Sheet Information | The balance sheet classification of the Company's operating lease is as follows (in thousands): Balance Sheet Classification: Operating lease right-of-use asset $ 1,810 Current lease liability $ 790 Lease liability 1,155 Total operating lease liability $ 1,945 |
THE COMPANY AND BASIS OF PRES_2
THE COMPANY AND BASIS OF PRESENTATION (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019USD ($)segment | Dec. 31, 2018USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 245,804 | $ 218,735 |
Cash and cash equivalents | $ 73,824 | $ 74,562 |
Number of operating segments | segment | 1 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Computation of Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Numerator: | ||||||||
Net income (loss) | $ 3,039 | $ (13,547) | $ (16,561) | $ (13,619) | $ (16,306) | $ (16,749) | $ (27,069) | $ (46,674) |
Allocation of earnings to participating securities | (444) | 0 | 0 | 0 | ||||
Recognition of beneficial conversion feature | 0 | 0 | 0 | (10,329) | ||||
Net income (loss) attributable to common shareholders | 2,595 | (13,619) | (27,069) | (57,003) | ||||
Effect of participating securities: | ||||||||
Add back allocation of earnings to participating securities | 444 | 0 | 0 | 0 | ||||
Numerator of diluted earnings (loss) per share - income available to common stockholders after assumed conversions | $ 3,039 | $ (13,619) | $ (27,069) | $ (57,003) | ||||
Denominator: | ||||||||
Denominator for basic earnings (loss) per share - common shares outstanding (in shares) | 33,006,280 | 27,705,472 | 25,011,576 | 24,254,254 | ||||
Effect of dilutive securities: | ||||||||
Series X Preferred stock, as converted (in shares) | 5,652,310 | 0 | 0 | 0 | ||||
RSUs and PRSUs (in shares) | 29,347 | 0 | 0 | 0 | ||||
Denominator for diluted earnings (loss) per share - adjusted weighted average shares outstanding (in shares) | 38,687,937 | 27,705,472 | 25,011,576 | 24,254,254 | ||||
Basic earnings (loss) per common share (in dollars per share) | $ 0.08 | $ (0.49) | $ (1.08) | $ (2.35) | ||||
Diluted earnings (loss) per common share (in dollars per share) | $ 0.08 | $ (0.49) | $ (1.08) | $ (2.35) |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Outstanding Potentially Dilutive Securities Excluded from Calculation of Diluted Net Income (Loss) Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from calculation of diluted net loss per share (in shares) | 18,108,211 | 21,052,889 | 23,775,695 | 21,052,889 |
Common stock warrants | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from calculation of diluted net loss per share (in shares) | 12,517,328 | 12,517,328 | 12,517,328 | 12,517,328 |
Series X Convertible Preferred Stock | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from calculation of diluted net loss per share (in shares) | 0 | 4,452,310 | 5,652,310 | 4,452,310 |
Common stock options, RSUs and PRSUs issued and outstanding | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from calculation of diluted net loss per share (in shares) | 5,590,883 | 4,083,233 | 5,606,057 | 4,083,233 |
Common stock subject to repurchase | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from calculation of diluted net loss per share (in shares) | 0 | 18 | 0 | 18 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease liabilities | $ 1,945 | |
Operating lease right-of-use asset | $ 1,810 | |
Accounting Standards Update 2016-02 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease liabilities | $ 2,500 | |
Operating lease right-of-use asset | $ 2,300 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional Information (Details) | May 21, 2018USD ($)closing | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Contingent forward purchase obligations | $ 4,300,000 | $ 0 | $ 0 | $ 411,000 | ||
Change in fair value of contingent forward purchase obligations resulting in a gain | $ 0 | $ 888,000 | $ 411,000 | $ (224,000) | ||
Registered Direct Offering | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Aggregate value of shares authorized to be sold | $ 120,000,000 | |||||
Number of direct offering closings | closing | 3 |
FAIR VALUE MEASUREMENTS - Summa
FAIR VALUE MEASUREMENTS - Summary of Financial Instruments Measured at Fair Value on Recurring Basis (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | May 21, 2018 |
Assets: | |||
Money market funds | $ 73,169,000 | $ 74,077,000 | |
Total assets at fair value | 73,169,000 | 74,077,000 | |
Liabilities: | |||
Contingent forward purchase obligations | 0 | 411,000 | $ 4,300,000 |
Total liabilities at fair value | 411,000 | ||
LEVEL 1 | |||
Assets: | |||
Money market funds | 73,169,000 | 74,077,000 | |
Total assets at fair value | 73,169,000 | 74,077,000 | |
Liabilities: | |||
Contingent forward purchase obligations | 0 | ||
Total liabilities at fair value | 0 | ||
LEVEL 2 | |||
Assets: | |||
Money market funds | 0 | 0 | |
Total assets at fair value | 0 | 0 | |
Liabilities: | |||
Contingent forward purchase obligations | 0 | ||
Total liabilities at fair value | 0 | ||
LEVEL 3 | |||
Assets: | |||
Money market funds | 0 | 0 | |
Total assets at fair value | $ 0 | 0 | |
Liabilities: | |||
Contingent forward purchase obligations | 411,000 | ||
Total liabilities at fair value | $ 411,000 |
DEBT - Additional Information (
DEBT - Additional Information (Details) - USD ($) | Jul. 29, 2019 | Jul. 27, 2018 | Oct. 03, 2016 | Sep. 30, 2019 |
Debt Instrument [Line Items] | ||||
Shares of common stock issued upon exercise of warrant (in shares) | 17,331 | |||
Exercise price of warrant (in dollars per share) | $ 11.54 | |||
Percentage of principal of debt used to calculate number of shares issued by warrant | 2.00% | |||
Period of average closing price used to calculate number of shares issued by warrant | 30 days | |||
Warrant term | 10 years | |||
Term Loan | Loan Agreement | ||||
Debt Instrument [Line Items] | ||||
Term loans, maximum borrowing capacity | $ 20,000,000 | |||
Prepayment fee percentage in year one | 2.00% | |||
Prepayment fee percentage in year two | 1.00% | |||
Milestone satisfaction period (within) | 30 days | |||
Variable annual rate | 4.50% | 5.75% | ||
Term Loan | Loan Agreement | Prime Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.75% | |||
Term Loan | Term A Loan | ||||
Debt Instrument [Line Items] | ||||
Borrowed from the lender | $ 10,000,000 | |||
Term Loan | Term B Loan | ||||
Debt Instrument [Line Items] | ||||
Term loans, maximum borrowing capacity | $ 10,000,000 |
DEBT - Schedule of Future Princ
DEBT - Schedule of Future Principal Payments (Details) - Term A Loan - Term Loan $ in Thousands | Sep. 30, 2019USD ($) |
Year ended: | |
December 31, 2019 | $ 0 |
December 31, 2020 | 2,963 |
December 31, 2021 | 4,444 |
December 31, 2022 | 2,593 |
Total future principal payments due under the Term A Loan | $ 10,000 |
STOCKHOLDERS_ EQUITY - Addition
STOCKHOLDERS’ EQUITY - Additional Information (Details) | Sep. 03, 2019USD ($)day$ / sharesshares | Mar. 22, 2019shares | May 23, 2018USD ($)$ / sharesshares | May 21, 2018USD ($)closingday$ / shares | May 31, 2018$ / sharesshares | Sep. 30, 2019USD ($)$ / sharesshares | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)vote_per_share$ / sharesshares | Sep. 30, 2018USD ($) | Dec. 31, 2018$ / sharesshares | Oct. 03, 2016$ / shares |
Class of Stock [Line Items] | |||||||||||
Recognition of beneficial conversion feature | $ | $ 0 | $ 0 | $ 0 | $ 10,329,000 | |||||||
Weighted average share price allowing reduction of aggregate offering size (in dollars per share) | $ / shares | $ 6.27 | ||||||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | 200,000,000 | ||||||||
Number of votes for each share held | vote_per_share | 1 | ||||||||||
Dividends in arrears or default | $ | $ 0 | ||||||||||
Warrants to purchase shares of common stock outstanding (in shares) | 24,827,722 | 24,827,722 | 22,738,424 | ||||||||
Exercise price of warrant (in dollars per share) | $ / shares | $ 11.54 | ||||||||||
Registered Direct Offering | |||||||||||
Class of Stock [Line Items] | |||||||||||
Aggregate value of shares authorized to be sold | $ | $ 120,000,000 | ||||||||||
Number of direct offering closings | closing | 3 | ||||||||||
Registered direct offering, third closing | |||||||||||
Class of Stock [Line Items] | |||||||||||
Offering price (in dollars per share) | $ / shares | $ 4.70 | ||||||||||
Option fee paid by investors relating to third closing | $ | $ 500,000 | ||||||||||
Registered direct offering, second closing | |||||||||||
Class of Stock [Line Items] | |||||||||||
Offering price (in dollars per share) | $ / shares | $ 4.70 | ||||||||||
Threshold trading days | day | 5 | ||||||||||
Registered direct offering, first closing and First Private Placement | |||||||||||
Class of Stock [Line Items] | |||||||||||
Net proceeds | $ | $ 49,500,000 | ||||||||||
Controlled Equity Sales Agreement, Cantor Fitzgerald and Company | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares sold (in shares) | 1,400,000 | ||||||||||
Net proceeds | $ | $ 3,600,000 | ||||||||||
Common Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Conversion of stock, shares converted (in shares) | 1,200,000 | ||||||||||
Common Stock | Private Placement, Stock Purchase Agreement | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares sold (in shares) | 4,781,408 | ||||||||||
Offering price (in dollars per share) | $ / shares | $ 1.884 | ||||||||||
Premium percentage on volume weighted average price per share | 20.00% | ||||||||||
Threshold trading days | day | 10 | ||||||||||
Net proceeds | $ | $ 9,000,000 | ||||||||||
Term prior to expiration of lock-up period (no later than) | 90 days | ||||||||||
Percentage of expected damages on total purchase price, applicable period | 30 days | ||||||||||
Common Stock | Registered direct offering, first closing | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares sold (in shares) | 6,185,987 | ||||||||||
Offering price (in dollars per share) | $ / shares | $ 4.70 | ||||||||||
Series X Convertible Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Beneficial conversion feature fair value | $ | $ 10,300,000 | ||||||||||
Recognition of beneficial conversion feature | $ | $ 10,300,000 | ||||||||||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | |||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock issued (in shares) | 565,231 | 565,231 | 445,231 | ||||||||
Preferred stock outstanding (in shares) | 565,231 | 565,231 | 445,231 | ||||||||
Conversion of stock, shares issued (in shares) | 120,000 | ||||||||||
Common stock issued for each preferred stock (in shares) | 10 | ||||||||||
Maximum ownership following conversion | 9.99% | ||||||||||
Series X Convertible Preferred Stock | Registered direct offering, first closing | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares sold (in shares) | 445,231 | ||||||||||
Offering price (in dollars per share) | $ / shares | $ 47 | ||||||||||
Common stock warrants | First Private Placement | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares sold (in shares) | 12,499,997 | ||||||||||
Offering price (in dollars per share) | $ / shares | $ 0.125 | ||||||||||
Minimum | Common Stock | Private Placement, Stock Purchase Agreement | |||||||||||
Class of Stock [Line Items] | |||||||||||
Percentage of expected damages on total purchase price | 1.00% | ||||||||||
Maximum | Common Stock | Private Placement, Stock Purchase Agreement | |||||||||||
Class of Stock [Line Items] | |||||||||||
Percentage of expected damages on total purchase price | 6.00% | ||||||||||
Weighted Average | |||||||||||
Class of Stock [Line Items] | |||||||||||
Exercise price of warrant (in dollars per share) | $ / shares | $ 6.82 | $ 6.82 | $ 6.82 | ||||||||
Common stock warrants | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrants to purchase shares of common stock outstanding (in shares) | 12,517,328 | 12,517,328 | 12,517,328 |
STOCKHOLDERS_ EQUITY - Schedule
STOCKHOLDERS’ EQUITY - Schedule of Common Stock Reserved for Future Issuance (Details) - shares | Sep. 30, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | ||
Total (in shares) | 24,827,722 | 22,738,424 |
Common stock warrants | ||
Class of Stock [Line Items] | ||
Total (in shares) | 12,517,328 | 12,517,328 |
Stock options, RSUs and PRSUs issued and outstanding | ||
Class of Stock [Line Items] | ||
Total (in shares) | 5,606,057 | 4,392,671 |
Series X Convertible Preferred Stock | ||
Class of Stock [Line Items] | ||
Total (in shares) | 5,652,310 | 4,452,310 |
Authorized for future issuance under the ESPP | ||
Class of Stock [Line Items] | ||
Total (in shares) | 580,104 | 706,242 |
Authorized for future stock awards under the Company's option plans | ||
Class of Stock [Line Items] | ||
Total (in shares) | 471,923 | 669,873 |
EQUITY INCENTIVE PLANS - Addit
EQUITY INCENTIVE PLANS - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2015 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 1,509 | $ 1,285 | $ 4,050 | $ 4,346 | |
Weighted-average grant date fair value of employee stock options granted (in dollars per share) | $ 1.76 | ||||
Grant date fair value of employee stock options vested | $ 3,100 | ||||
Total unrecognized share-based compensation expense related to unvested stock options | 4,800 | $ 4,800 | |||
Weighted-average period to recognize unrecognized compensation cost | 1 year 354 days | ||||
ESPP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Automatic annual increase in shares authorized for issuance in equity incentive plan | 1.00% | ||||
Price of stock option as percentage of estimated fair value of shares on date of grant | 85.00% | ||||
Limit on employee's payroll deductions as a percentage of eligible compensation | 15.00% | ||||
Issued pursuant to the ESPP (in shares) | 126,138 | ||||
Estimated unrecognized share-based compensation expense | 500 | $ 500 | |||
Weighted-average period to recognize unrecognized compensation cost | 7 months 6 days | ||||
Restricted Stock Units and Performance-based Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 600 | ||||
Estimated unrecognized share-based compensation expense | $ 1,700 | $ 1,700 | |||
Maximum | ESPP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Automatic increase in number of shares available for issuance (in shares) | 490,336 | ||||
2015 EIP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Automatic annual increase in shares authorized for issuance in equity incentive plan | 4.00% | ||||
Term for stock options to be granted | 10 years | ||||
Price of stock option as percentage of estimated fair value of shares on date of grant | 100.00% | ||||
Voting power threshold | 10.00% | ||||
2015 EIP | More than 10% of voting power | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Price of stock option as percentage of estimated fair value of shares on date of grant | 110.00% | ||||
2015 EIP | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
2015 EIP | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years |
EQUITY INCENTIVE PLANS - Summar
EQUITY INCENTIVE PLANS - Summary of Restricted Stock Units and Performance-based Restricted Stock Units Activity (Details) - Restricted Stock Units and Performance-based Restricted Stock Units | 9 Months Ended |
Sep. 30, 2019shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding, beginning balance (in shares) | 260,000 |
RSUs and PRSUs granted (in shares) | 259,520 |
RSUs and PRSUs vested (in shares) | (97,204) |
RSUs and PRSUs canceled (in shares) | (7,281) |
Outstanding, ending balance (in shares) | 415,035 |
EQUITY INCENTIVE PLANS - Summ_2
EQUITY INCENTIVE PLANS - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Number of Shares | ||
Outstanding, beginning balance (in shares) | 4,132,671 | |
Options granted (in shares) | 1,154,150 | |
Options exercised (in shares) | 0 | |
Options canceled (in shares) | (95,799) | |
Outstanding, ending balance (in shares) | 5,191,022 | 4,132,671 |
Vested and expected to vest (in shares) | 5,191,022 | |
Exercisable (in shares) | 3,221,051 | |
Weighted Average Exercise Price | ||
Outstanding, beginning balance (in dollars per share) | $ 6.58 | |
Options granted (in dollars per share) | 2.54 | |
Options exercised (in dollars per share) | 0 | |
Options canceled (in dollars per share) | 7.93 | |
Outstanding, ending balance (in dollars per share) | 5.66 | $ 6.58 |
Vested and expected to vest (in dollars per share) | 5.66 | |
Exercisable (in dollars per share) | $ 6.79 | |
Weighted Average Remaining Contractual Life in Years | ||
Outstanding | 7 years 237 days | 7 years 4 months 28 days |
Vested and expected to vest | 7 years 237 days | |
Exercisable | 6 years 310 days | |
Total Aggregate Intrinsic Value (in thousands) | ||
Outstanding | $ 31 | $ 25 |
Vested and expected to vest | 31 | |
Exercisable | $ 0 |
EQUITY INCENTIVE PLANS - Schedu
EQUITY INCENTIVE PLANS - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total | $ 1,509 | $ 1,285 | $ 4,050 | $ 4,346 |
Research and development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total | 683 | 623 | 1,980 | 1,992 |
General and administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total | $ 826 | $ 662 | $ 2,070 | $ 2,354 |
SIGNIFICANT AGREEMENTS AND CO_3
SIGNIFICANT AGREEMENTS AND CONTRACTS (Details) - USD ($) | Sep. 03, 2019 | Mar. 30, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Revenue from collaborative agreement | $ 19,100,000 | $ 0 | $ 19,100,000 | $ 0 | ||
Subaward Agreement | CD201 product candidate | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Qualifying development expenses to be reimbursed by CARB-X upon acceptance of new initial drug application | $ 3,900,000 | |||||
Qualifying development expenses to be reimbursed by CARB-X through a Phase 1 clinical trial of CD201 | $ 3,000,000 | |||||
Agreement termination, written notice period | 30 days | |||||
Mundipharma Medical Company | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Collaborative agreement, maximum cost share, percentage | 50.00% | |||||
Affiliated Entity | Mundipharma Medical Company | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Collaborative agreement, maximum cost share | $ 31,200,000 | |||||
Revenue recognized from collaborative agreement related to performance obligation satisfied at a point in time | 17,861,000 | 17,861,000 | ||||
Revenue recognized from collaborative agreement related to performance obligation satisfied over time | 1,239,000 | 1,070,000 | ||||
Payments related to collaborative agreement | 30,000,000 | |||||
Collaborative agreement, potential transaction value | 568,000,000 | |||||
Affiliated Entity | Mundipharma Medical Company | License of Intellectual Property | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Revenue recognized from collaborative agreement related to performance obligation satisfied at a point in time | 17,861,000 | 17,861,000 | ||||
Affiliated Entity | Mundipharma Medical Company | Research and Development Services | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Revenue recognized from collaborative agreement related to performance obligation satisfied over time | 988,000 | 897,000 | ||||
Affiliated Entity | Mundipharma Medical Company | Clinical Supply Services | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Revenue recognized from collaborative agreement related to performance obligation satisfied over time | 251,000 | $ 173,000 | ||||
Affiliated Entity | Mundipharma Medical Company | Royalty | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Revenue from collaborative agreement | $ 0 | |||||
Affiliated Entity | Near Term Milestone | Mundipharma Medical Company | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Collaborative arrangement, additional third party funding commitment | $ 11,100,000 |
SIGNIFICANT AGREEMENTS AND CO_4
SIGNIFICANT AGREEMENTS AND CONTRACTS - Summary of Contract Liability Activity (Details) $ in Thousands | 3 Months Ended |
Sep. 30, 2019USD ($) | |
Revenue From Collaborative Arrangement, Excluding Revenue From Contract With Customer, Liability [Roll Forward] | |
Closing balance, September 30, 2019 | $ 10,900 |
Affiliated Entity | Mundipharma Medical Company | |
Revenue From Collaborative Arrangement, Excluding Revenue From Contract With Customer, Liability [Roll Forward] | |
Opening balance, July 1, 2019 | 0 |
Payments received in advance | 30,000 |
Revenue from performance obligations satisfied during reporting period | (19,100) |
Closing balance, September 30, 2019 | $ 10,900 |
SIGNIFICANT AGREEMENTS AND CO_5
SIGNIFICANT AGREEMENTS AND CONTRACTS - Revenues Disaggregated by Timing of Revenue Recognition (Details) - Affiliated Entity - Mundipharma Medical Company $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Revenue from Mundipharma Collaboration Agreement, Point in Time | $ 17,861 | $ 17,861 |
Revenue from Mundipharma Collaboration Agreement, Over Time | 1,239 | 1,070 |
License of Intellectual Property | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Revenue from Mundipharma Collaboration Agreement, Point in Time | 17,861 | 17,861 |
Research and Development Services | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Revenue from Mundipharma Collaboration Agreement, Over Time | 988 | 897 |
Clinical Supply Services | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Revenue from Mundipharma Collaboration Agreement, Over Time | $ 251 | $ 173 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) | Jan. 01, 2019USD ($) | Sep. 30, 2019USD ($)optionclaim1 |
Commitments and Contingencies Disclosure [Abstract] | ||
Number of claim or actions pending | claim1 | 0 | |
Lease renewal term | 36 months | 2 years |
Base rent | $ 70,000 | |
Number of renewal options | option | 2 | |
Annual increases in base rent | 3.00% | |
Adjusted incremental borrowing rate used in measuring lease liability | 10.80% | |
Weighted average remaining lease term | 2 years 110 days | |
Lease payments | $ 700,000 | |
Lease cost | $ 800,000 | |
Variable lease and short-term lease term included within operating lease cost (greater than) | 30 days | |
Contract termination, notice period | 30 days |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Amount, Timing and Uncertainty of Cash Flows from Operating Lease (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 235 |
2020 | 969 |
2021 | 998 |
Total undiscounted operating lease payments | 2,202 |
Less: Imputed interest | (257) |
Present value of lease payments | $ 1,945 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Supplemental Balance Sheet Information (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Operating lease right-of-use asset | $ 1,810 |
Current lease liability | 790 |
Lease liability | 1,155 |
Total operating lease liability | $ 1,945 |