Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2016 | Apr. 29, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | NVET | |
Entity Registrant Name | Nexvet Biopharma plc | |
Entity Central Index Key | 1,618,561 | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 11,563,133 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Current assets | ||
Cash | $ 37,162 | $ 52,033 |
Other income receivable | 1,813 | 3,301 |
Prepaid expenses and other | 768 | 607 |
Total current assets | 39,743 | 55,941 |
Noncurrent assets | ||
Other income receivable | 55 | |
Prepaid expenses | 139 | 163 |
Total noncurrent assets | 194 | 163 |
Property, plant and equipment, net | 4,235 | 549 |
Intangible assets, net | 42 | 19 |
Total assets | 44,214 | 56,672 |
Current liabilities | ||
Accounts payable | 1,549 | 658 |
Accrued expenses and other liabilities | 3,278 | 2,352 |
Deferred grant income | 280 | |
Deferred lease incentive | 23 | 23 |
Total current liabilities | 5,130 | 3,033 |
Noncurrent liabilities | ||
Accrued expenses and other liabilities | 67 | |
Deferred grant income | 55 | |
Deferred lease incentive | 44 | 61 |
Total noncurrent liabilities | 166 | 61 |
Total liabilities | $ 5,296 | $ 3,094 |
Commitments and contingencies (Note 11) | ||
Shareholders’ equity | ||
Ordinary shares, $0.125 nominal value per share, 100,000,000 shares authorized as of March 31, 2016 and June 30, 2015—11,563,133 and 11,406,916 shares issued and outstanding as of March 31, 2016 and June 30, 2015, respectively | $ 1,445 | $ 1,426 |
Euro deferred shares, €100 nominal value per share, 400 shares authorized as of March 31, 2016 and June 30, 2015—400 shares issued and outstanding as of March 31, 2016 and June 30, 2015 | 13 | 13 |
Additional paid-in capital | 81,626 | 80,275 |
Accumulated other comprehensive loss | (5,115) | (4,481) |
Accumulated deficit | (39,051) | (23,655) |
Total shareholders’ equity | 38,918 | 53,578 |
Total liabilities and shareholders’ equity | $ 44,214 | $ 56,672 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) | Mar. 31, 2016$ / sharesshares | Mar. 31, 2016€ / sharesshares | Jun. 30, 2015$ / sharesshares | Jun. 30, 2015€ / sharesshares |
Statement Of Financial Position [Abstract] | ||||
Ordinary shares, nominal value per share | $ / shares | $ 0.125 | $ 0.125 | ||
Ordinary shares, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 |
Ordinary shares, shares issued | 11,563,133 | 11,563,133 | 11,406,916 | 11,406,916 |
Ordinary shares, shares outstanding | 11,563,133 | 11,563,133 | 11,406,916 | 11,406,916 |
Euro deferred shares, nominal value per share | € / shares | € 100 | € 100 | ||
Euro deferred shares, shares authorized | 400 | 400 | 400 | 400 |
Euro deferred shares, shares issued | 400 | 400 | 400 | 400 |
Euro deferred shares, shares outstanding | 400 | 400 | 400 | 400 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS (unaudited) $ in Thousands, € in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016USD ($)$ / sharesshares | Mar. 31, 2015USD ($)$ / sharesshares | Mar. 31, 2016USD ($)$ / sharesshares | Mar. 31, 2015USD ($)$ / sharesshares | |
Revenue | ||||
Other | $ 25 | |||
Total revenue | 25 | |||
Operating Expenses | ||||
Research and development | $ 4,260 | $ 2,679 | $ 11,775 | 7,444 |
General and administrative | 1,680 | 2,430 | 5,329 | 7,688 |
Total operating expenses | 5,940 | 5,109 | 17,104 | 15,132 |
Loss from operations | (5,940) | (5,109) | (17,104) | (15,107) |
Other Income (Expense) | ||||
Research and development income | 418 | 1,011 | 1,441 | 2,693 |
Government grant income | 84 | 4 | 403 | |
Exchange (loss) gain | (259) | 1,341 | 151 | 4,595 |
Interest income | 36 | 5 | 112 | 38 |
Net loss | $ (5,745) | $ (2,668) | $ (15,396) | $ (7,378) |
Net loss per share attributable to ordinary shareholders, basic and diluted | $ / shares | $ (0.50) | $ (0.36) | $ (1.34) | $ (2.30) |
Weighted-average ordinary shares outstanding, basic and diluted | shares | 11,559,056 | 7,474,478 | 11,502,409 | 3,204,434 |
Comprehensive Loss | ||||
Net loss | $ (5,745) | $ (2,668) | $ (15,396) | $ (7,378) |
Net gain (loss) in foreign currency translation adjustments | (634) | |||
Total comprehensive loss | (5,535) | (4,173) | (16,030) | (12,501) |
Accumulated Other Comprehensive Income | ||||
Comprehensive Loss | ||||
Net gain (loss) in foreign currency translation adjustments | $ 210 | $ (1,505) | $ (634) | $ (5,123) |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERENCE SHARES AND SHAREHOLDERS' EQUITY (DEFICIT) (unaudited) - USD ($) $ in Thousands | Total | Common Stock | Ordinary Shares Subject To Limited Resource Loans | Euro Deferred Shares | Convertible Preferred Stock | Additional Paid-in CapitalOther | Additional Paid-in CapitalShare Premium | Accumulated Other Comprehensive Income | Accumulated Deficit | Convertible Preferred Stock |
Convertible Preference Shares, Beginning balance at Jun. 30, 2014 | $ 33,826 | |||||||||
Balance at Jun. 30, 2014 | $ (8,957) | $ 126 | $ 937 | $ 1,405 | $ 373 | $ (11,798) | ||||
Convertible Preference Shares, Beginning balance, shares at Jun. 30, 2014 | 5,937,138 | |||||||||
Balance, shares at Jun. 30, 2014 | 1,014,130 | 254,680 | ||||||||
Exchange difference on translation of foreign operations | (5,123) | |||||||||
Net loss | $ (7,378) | |||||||||
Convertible Preference Shares, Beginning balance, shares at Mar. 31, 2015 | 5,937,160 | |||||||||
Convertible Preference Shares, Beginning balance at Jun. 30, 2014 | $ 33,826 | |||||||||
Balance at Jun. 30, 2014 | $ (8,957) | $ 126 | 937 | 1,405 | 373 | (11,798) | ||||
Convertible Preference Shares, Beginning balance, shares at Jun. 30, 2014 | 5,937,138 | |||||||||
Balance, shares at Jun. 30, 2014 | 1,014,130 | 254,680 | ||||||||
Issuance of ordinary shares and Euro deferred shares, amount | $ 13 | $ 13 | ||||||||
Issuance of ordinary shares and Euro deferred shares, shares | 2 | 400 | ||||||||
Issuance of ordinary shares-payment of limited recourse loan, amount | $ 14 | (14) | ||||||||
Issuance of ordinary shares-payment of limited recourse loan, shares | 109,611 | (109,611) | ||||||||
Share repurchase, shares | (145,069) | (145,069) | ||||||||
Issuance of share warrants | $ 5,435 | 5,435 | ||||||||
Issuance of ordinary shares-conversion of share-based compensation, amount | 13 | $ 16 | (645) | 642 | ||||||
Issuance of ordinary shares- conversion of share- based compensation, shares | 126,410 | |||||||||
Issuance of ordinary shares | 37,938 | $ 522 | 37,416 | |||||||
Issuance of ordinary shares, shares | 4,176,903 | 6 | ||||||||
Adjustment for convertible preference shares issued in connection with share consolidation | 9 | 16 | ||||||||
Reclassification into shareholders' equity | 33,826 | $ 33,826 | $ (33,826) | |||||||
Reclassification into shareholders' equity, shares | 5,937,160 | (5,937,160) | ||||||||
Reclassification into ordinary shares | $ 742 | $ (33,826) | 33,084 | |||||||
Reclassification to ordinary shares, shares | 5,937,160 | (5,937,160) | ||||||||
Share bonus award | 6 | $ 6 | (304) | 304 | ||||||
Share bonus award, shares | 42,691 | |||||||||
Share-based compensation expense | 2,081 | 2,081 | ||||||||
Exchange difference on translation of foreign operations | (4,920) | (4) | (62) | (4,854) | ||||||
Net loss | (11,857) | (11,857) | ||||||||
Balance at Jun. 30, 2015 | 53,578 | $ 1,426 | $ 13 | 2,065 | 78,210 | (4,481) | (23,655) | |||
Balance, shares at Jun. 30, 2015 | 11,406,916 | 400 | ||||||||
Issuance of ordinary shares-conversion of share-based compensation, amount | 19 | $ 19 | (1,169) | 1,169 | ||||||
Issuance of ordinary shares- conversion of share- based compensation, shares | 156,217 | |||||||||
Share-based compensation expense | 1,351 | 1,351 | ||||||||
Exchange difference on translation of foreign operations | (634) | (634) | ||||||||
Net loss | (15,396) | (15,396) | ||||||||
Balance at Mar. 31, 2016 | $ 38,918 | $ 1,445 | $ 13 | $ 2,247 | $ 79,379 | $ (5,115) | $ (39,051) | |||
Balance, shares at Mar. 31, 2016 | 11,563,133 | 400 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERENCE SHARES AND SHAREHOLDERS' EQUITY (DEFICIT) (unaudited) (Parenthetical) $ in Thousands | 12 Months Ended |
Jun. 30, 2015USD ($) | |
Common Stock | |
Issuance costs | $ 3,830 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash Flows from Operating Activities | ||
Net loss | $ (15,396) | $ (7,378) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Share-based compensation expense | 1,351 | 943 |
Depreciation and amortization expense | 323 | 113 |
Changes in assets and liabilities: | ||
Other income receivable | 1,433 | (90) |
Prepaid expenses and other | (137) | (314) |
Accounts payable, accrued expenses, other liabilities and lease incentive liability | 2,202 | (410) |
Net cash used in operating activities | (10,224) | (7,136) |
Cash Flows from Investing Activities | ||
Purchase of property, plant and equipment and intangible assets | (3,954) | (240) |
Net cash used in investing activities | (3,954) | (240) |
Cash Flows from Financing Activities | ||
Net proceeds from issuance of ordinary shares | 19 | 37,962 |
Net cash provided by financing activities | 19 | 37,962 |
Effect of exchange rate changes on cash | (712) | (5,160) |
Net (decrease) increase in cash | (14,871) | 25,426 |
Cash at beginning of period | 52,033 | 30,041 |
Cash at end of period | $ 37,162 | $ 55,467 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Mar. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Description of Business | 1. Organization and Description of Business Nexvet Biopharma public limited company and its subsidiaries (the “Company”) is a clinical-stage biopharmaceutical company focused on transforming the therapeutic market for companion animals by developing and commercializing novel, species-specific biologics. Biologics are therapeutic proteins derived from biological sources. As a class, biologics have transformed human medicine in recent decades and represent many of the top-selling therapies on the market today. The Company’s platform technology, which it refers to as “PETization,” is an algorithmic approach that enables the Company to rapidly create monoclonal antibodies (“mAbs”) a type of biologic, that are designed to be recognized as “self” or “native” by an animal’s immune system, a property referred to as “100% species-specificity.” PETization is designed to build upon the safety and efficacy data from clinically tested human therapies to create new therapies for companion animals, thereby reducing clinical risk and development cost. Biologics generally include mAbs, which are targeted antibodies derived from identical (“clonal”) cells, and fusion proteins, which are proteins created by joining two or more genes coded for separate proteins. The Company’s first product candidate, NV‑01 or “ranevetmab,” is a mAb that targets and inhibits the function of nerve growth factor (“NGF”) for the control of pain associated with osteoarthritis in dogs. NGF is a protein involved in neural signaling, including pain signals, and NGF inhibitors (“anti-NGFs”) seek to interrupt those signals to reduce pain. In November 2015, the Company announced that its pivotal safety and efficacy study of ranevetmab met its primary efficacy endpoint: a statistically significant improvement over placebo in the assessed level of pain (p≤0.038) as measured using changes in Client‑Specific Outcome Measures (“CSOM”) score between enrollment and day 28. This study’s design was agreed under protocol concurrence with the Center for Veterinary Medicine (“CVM”) at the United States Food and Drug Administration (“FDA”). Ranevetmab was found to be safe and well-tolerated with no significant adverse safety signals observed in the study. Clinically meaningful magnitudes of benefit and statistically significant differences over placebo were also achieved for the majority of the secondary endpoints measured in the study, which used a monthly subcutaneous injection for three months. The Company believes the results of this study constitute a substantial body of efficacy data that the Company intends to use as the basis of its planned submissions for marketing authorizations in both the United States (“U.S.”) and Europe. During the third quarter of fiscal year 2016, the Company successfully completed a pilot field study that confirmed ranevetmab’s safety and efficacy in a range of dosages and treatment regimens (including intravenous administration). The Company has a master collaboration, supply and distribution agreement, and a specific distribution agreement for ranevetmab, with Virbac S.A., (“Virbac”), one of the largest animal health companies in the world. Under these agreements, we appointed Virbac as our sole and exclusive distributor of ranevetmab (and any other products for which the Company enters into a specific distribution agreement with Virbac) in the veterinary field worldwide, except for the U.S. and Canada. For ranevetmab, Virbac must provide clinical, regulatory, marketing and sales advice, sell it, meet or exceed minimum annual net sales obligations and provide other services specified in the agreements. The Company will receive a fixed percentage between 45-55% of the commercial margin from Virbac’s sales of ranevetmab. The Company has retained the rights to distribute ranevetmab in the U.S. and Canada and intends to market and distribute ranevetmab through a dedicated sales team and distributors. The Company’s second product candidate, NV-02, is an anti-NGF mAb for the control of pain associated with osteoarthritis in cats. The Company announced positive and statistically significant top-line results from its proof-of-concept efficacy study and its pilot safety study of NV-02 in June 2015. In October 2015, the Company announced the commencement of a placebo-controlled, blinded, multi-site pilot field safety and efficacy study, targeting enrollment of 90 cats with naturally occurring osteoarthritis. Enrollment is complete and the Company anticipates results from this pilot field study in the second quarter of 2016. Since the Company’s initial public offering, the Company has focused on clinical development of its most advanced candidates and securing infrastructure to become a vertically integrated veterinary biopharmaceutical company. The Company has built a pipeline of research programs and development candidates, most derived from PETization, in therapeutic areas where human mAbs and therapeutic proteins have had significant impact. After chronic pain in dogs and cats, the Company’s next most advanced programs are in the areas of inflammation, allergy and immuno-oncology. The Company has progressed its anti-inflammatory programs during the quarter; including NV-08, a canine tumor necrosis factor (TNF) receptor fusion protein, and new research to identify anti-TNF monoclonal antibody candidates. Candidates targeting TNF may have therapeutic potential in a variety of inflammatory conditions including atopic dermatitis. As a general principle, when proof-of-concept studies are complete, drug candidates are considered for progression into formal development. demonstrated an anti-inflammatory effect in dogs; however it did not meet the Company’s target product profile in relation to required dosing frequency. The Company’s drug discovery team has identified new, potent neutralizing mAbs with high affinity for both canine and feline TNF, and these mAbs have been successfully PETized. In general, mAbs have a substantially longer half-life than fusion proteins. The Company’s new anti-TNF mAb candidates will now replace the Company’s fusion protein programs (including NV-08) and will progress into proof-of-concept studies In July 2015, the Company entered a research and development collaboration with Zenoaq, a leading animal health company based in Japan, which involves applying PETization to convert mAb candidates identified by Zenoaq into 100% species-specific candidates in the areas of immuno-oncology and allergy/inflammation. This collaboration has yielded fully caninized, or ‘100% dog,’ mAbs that bind and potently inhibit the immuno-oncology target programmed cell death protein 1 (PD-1). The United States Department of Agriculture (“USDA”) Center for Veterinary Biologics has confirmed its regulatory jurisdiction over anti-PD-1 mAbs, providing the opportunity for conditional licensure . Conditional licensure allows for market entry of a product on a comparatively rapid basis, under certain conditions, after a demonstration of purity, safety and a reasonable expectation of efficacy. While a conditional licensure is in place, the license holder continues to develop efficacy data in order to apply for full approval. The Company expects further proof-of-concept data from the canine and feline anti-TNF mAb candidates and the anti-PD-1 mAb program to inform the design of any further studies required for regulatory approval. In September 2015, the Company secured a biopharmaceutical manufacturing facility in Tullamore, Ireland. The Company is reconfiguring this facility to be a dedicated veterinary biopharmaceutical facility with the capability to meet anticipated future clinical and commercial production needs for therapeutic drug substance. A team of 20 process scientists, quality assurance personnel and support staff has been assembled. The facility has obtained state-of-the-art large-scale disposable bioreactors and other equipment in preparation for manufacture of veterinary mAbs in accordance with good manufacturing practices. The Company has experienced losses since its inception and had an accumulated deficit of $39.1 million and $23.7 million as of March 31 2016 and June 30, 2015, respectively. For the foreseeable future, management expects the Company to continue to incur losses and negative cash flows, which will increase significantly from historical levels as the Company expands its development activities, seeks regulatory approvals for its lead product candidates and begins to commercialize any approved products. To date, the Company has been funded primarily through sales of capital shares. Management believes the Company’s cash of $37.2 million as of March 31, 2016 will be sufficient to fund its operations for at least the next 12 months. The Company will require additional capital until such time as the Company can generate revenue in excess of operating expenses. The Company may seek such funding through public or private equity or debt financing or other sources, such as corporate collaborations and licensing arrangements. The Company may not be able to obtain financing on acceptable terms, or at all. The sale of additional equity would result in additional dilution to the Company’s shareholders, and the terms of any financing may adversely affect the rights of the Company’s shareholders. The incurrence of any debt financing could result in debt service obligations and the instruments governing such debt could provide for operating and financing covenants that would restrict the Company’s operations. If the Company is unable to obtain funding, the Company could be forced to delay, reduce or eliminate its research and development programs or commercialization efforts, which could adversely affect its business prospects. In February 2015, the Company closed its initial public offering of 4.0 million ordinary shares at a price to the public of $10.00 per share. In March 2015, the underwriters partially exercised their over-allotment option and purchased an additional 0.2 million shares. Following the sales of these securities, the Company received aggregate gross proceeds of $41.8 million and aggregate net proceeds of $38.0 million, after deducting the underwriting discount of $2.9 million and offering expenses of $0.9 million payable by the Company. Upon the initial closing, an amended Memorandum and Articles of Association became effective for the Company and all 5,937,160 convertible preference shares then outstanding were converted into 5,937,160 ordinary shares. Share Consolidations and Irish Reorganization In August 2014, Nexvet Australia Pty Ltd (“Nexvet Australia”) completed a one-for-four share consolidation pursuant to which each holder of ordinary shares and preference shares received one ordinary share or preference share for every four ordinary shares or preference shares as applicable, held by such holder. The number of ordinary shares that may be acquired upon exercise of options or warrants or upon conversion of restricted share units was similarly reduced on a one-for-four basis, with a proportionate adjustment to the exercise or conversion price, as applicable. In September 2014, Nexvet Biopharma Limited, a newly formed Irish private company, became the parent company of Nexvet Australia and its subsidiaries pursuant to a transaction in which all of the holders of securities of Nexvet Australia exchanged their holdings for equivalent securities, as applicable, of Nexvet Biopharma Limited. Nexvet Biopharma Limited then re-registered as an Irish public limited company in September 2014 (such exchange and re-registration is referred to as the “Irish Reorganization”). Nexvet Biopharma public limited company became the parent company of Nexvet Australia pursuant to the Irish Reorganization, and for financial reporting purposes the historical consolidated financial statements of Nexvet Australia became the historical consolidated financial statements of Nexvet Biopharma public limited company and its subsidiaries as a continuation of the predecessor. The capital structure presented in the form 10-Q is that of Nexvet Biopharma public limited company. In November 2014, the Company completed a four-for-five share consolidation pursuant to which each holder of ordinary shares and preference shares received four ordinary shares or four preference shares for every five ordinary shares or five preference shares as applicable, held by such holder. The number of ordinary shares that may be acquired upon exercise of options or warrants or upon conversion of restricted share units was similarly reduced on a four-for-five basis, with a proportionate adjustment to the exercise or conversion price, as applicable. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying interim condensed consolidated financial statements of the Company include the operations of all its wholly‑owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Such operations include the Company, Nexvet Australia, NVIP Pty Limited, Nexvet Ireland Limited, Tevxen Limited, BioNua Limited (“BioNua”), Nexvet UK Limited and Nexvet US, Inc. All intercompany balances and transactions have been eliminated on consolidation. The Company’s fiscal year ends on June 30, and references to any fiscal year are to the Company’s year ended June 30 in that year. Unaudited Interim Financial Information The accompanying interim condensed consolidated financial statements and related disclosures as of March 31, 2016 and for the three and nine months ended March 31, 2016 and 2015 are unaudited and have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2016 and the results of its operations, comprehensive loss and cash flows for the three and nine months ended March 31, 2016 and 2015. The financial data and other information disclosed in these notes related to the three and nine months ended March 31, 2016 and 2015 are unaudited. The results for the three and nine months ended March 31, 2016 and 2015 are not necessarily indicative of results to be expected for a full year, any other interim periods or any future year or period. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes as of, and for the year ended June 30, 2015 included in the Company’s annual report on Form 10‑K filed with the SEC on September 3, 2015. The condensed consolidated balance sheet data as of June 30, 2015 was derived from audited consolidated financial statements. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the period. Significant items subject to such estimates and assumptions include research and development incentive income, research and development accruals, government grant income, share-based payments, valuation of warrants, options and restricted share units and deferred income taxes. Actual results could differ from those estimates. Net Loss Per Share Net loss per share information is determined using the two-class method, which includes the weighted-average number of ordinary shares outstanding during the period and other securities that participate in dividends (a participating security). The Company’s convertible preference shares were participating securities as defined by Accounting Standards Codification (“ASC”) Topic 260‑10, Earnings Per Share Under the two-class method, basic net loss per share applicable to ordinary shareholders is computed by dividing the net loss applicable to ordinary shareholders by the weighted-average number of ordinary shares outstanding for the reporting period. Diluted net loss per share gives effect to all potentially dilutive securities, including convertible preference shares and shares issuable upon the exercise or conversion, as applicable, of outstanding warrants, share options and restricted share units, using the treasury shares method. The Company has excluded the effects of all potentially dilutive shares, which include convertible preference shares, warrants to purchase ordinary shares, ordinary share options, restricted share units and the ordinary shares issued subject to limited recourse loans, from the weighted-average number of ordinary shares outstanding as their inclusion in the computation for all periods would be anti-dilutive due to net losses. Cash As of March 31, 2016 and June 30, 2015, the Company’s cash consisted of cash deposited in a business operating account or in short-term deposit accounts of less than 90 days’ original duration. Concentration of Credit Risk and Other Risks and Uncertainties The Company receives research and development incentive income and grants from two sources, the Australian government and the Irish government. The Company’s cash is deposited with several large commercial banks located in the United States, Ireland and Australia that are federally insured or guaranteed, limiting the amount of credit exposure to any one financial institution. The Company’s cash balances with these financial institutions often exceed the amount insured. The Company is subject to risks common to companies in the biotechnology industry. The Company’s research and development may not be successfully completed, adequate protection for the Company’s technology may not be obtained, any products developed may not obtain necessary government regulatory approval and any approved products may not be commercially viable. The Company operates in an environment of competition from other animal health companies, some of which have substantially more resources at their disposal. In addition, the Company is dependent upon the services of its employees and consultants, as well as third‑party contract research organizations and manufacturers. Fair Value Measurements The Company records certain assets and liabilities at fair value in accordance with the provisions of ASC Topic 820, Fair Value Measurements · Level 1—Unadjusted quoted prices in active, accessible markets for identical assets or liabilities. · Level 2—Other inputs that are directly or indirectly observable in the marketplace. · Level 3—Unobservable inputs that are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company’s material financial instruments comprise cash and short-term deposits. Other Income Receivable Other income receivable is recorded at the invoiced amount where available. BioNua is eligible under an agreement with the Industrial Development Agency (Ireland) (“IDA”) to receive cash as grant income based on a fixed percentage of eligible research and development expenditure in Ireland on a defined project, which includes the achievement of pre-agreed performance targets. Government grants are recognized at their fair value when there is reasonable assurance that the grant will be received and it is probable that all attaching conditions will be complied with. Nexvet Australia is eligible under the AusIndustry research and development tax incentive program to obtain a cash amount from the Australian Taxation Office (“ATO”). The tax incentive is available to Nexvet Australia on the basis of specific criteria with which Nexvet Australia must comply. Specifically, Nexvet Australia must have revenue of less than A$20 million and cannot be controlled by income tax exempt entities. Property, Plant and Equipment Property, plant and equipment are recorded at acquisition cost, net of accumulated depreciation and impairment. Depreciation on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets. The estimated useful life of machinery and equipment is three to 10 years. Leasehold improvements are amortized on the straight-line method over the shorter of the remaining lease term or estimated useful life of the asset. Upon retirement or sale of an asset, its cost and related accumulated depreciation or accumulated amortization are removed from the property accounts and any gain or loss is included in the results of operations. Maintenance and repairs are expensed as incurred. Foreign Currency The Company’s functional currency is U.S. dollars, and the functional currency for most subsidiaries is their local currency. Foreign currency transactions are translated into the functional currency using the current exchange rate as of the date of the transaction. At period end, monetary items denominated in a foreign currency are translated into the functional currency of the relevant entity using the period-end spot rate. In preparing the Company’s consolidated financial statements, the financial statements of the subsidiaries are translated at period‑end exchange rates as to assets and liabilities and weighted-average rates as to revenue and expenses. The resulting translation adjustments are recognized in other comprehensive income (loss) (“OCI”). Income Taxes The Company has historically filed income tax returns in Australia, the United States and Ireland. The Company applies ASC Topic 740, Income Taxes When the Company determines that it is more likely than not that some portion or all of the deferred tax assets will not be realized in the future, the deferred tax assets are reduced by a valuation allowance. The valuation allowance is sufficient to reduce the deferred tax assets to the amount that the Company determines is more likely than not to be realized. The income tax benefit from an uncertain tax position is only recognized if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on technical merits of the position. The Company evaluates and adjusts these accruals based on changing facts and circumstances. The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision. Research and Development Expense Research and development costs are expensed as incurred and consist primarily of (i) payroll and related expense for all employees engaged in scientific research and development functions, including wages, related benefits and share-based compensation, (ii) fees for regulatory, professional and other consultants and (iii) development costs, including costs of drug discovery, safety, proof‑of‑concept, pilot and pivotal safety and efficacy studies, development of biological materials and service providers. The Company uses its employee and infrastructure resources across multiple development programs. The Company allocates outsourced development costs by lead product candidates but does not allocate personnel or other internal costs related to development to specific product candidates. General and Administrative Expense General and administrative expense consists primarily of non-research and development-related payroll and related expense for employees, consultants and directors, including wages, related benefits and share-based compensation. General and administrative expense also includes professional and consulting fees for legal, accounting, tax services and other general business services, as well as other expenses such as travel, rent and facilities costs. Other Income (Expense) Research and development income Australia Nexvet Australia is eligible under the AusIndustry research and development tax incentive program to obtain a cash amount from the ATO. The tax incentive is available to Nexvet Australia on the basis of specific criteria with which Nexvet Australia must comply. Although the tax incentive is administered through the ATO, the Company has accounted for the tax incentive outside the scope of ASC Topic 740, Income Taxes Ireland Nexvet Ireland and BioNua are both eligible under the Research and Development Tax Credit (“R&D Tax Credit”) Guidelines of Ireland to claim a tax credit, up to 25% of eligible research and development expenditure less expenditure already covered by the IDA grant assistance. The tax credit is normally offset against corporation tax payable in Ireland. For companies at the same stage of development as Nexvet Ireland and BioNua, there may be the ability to elect to receive the tax credit as a cash payment in three equal amounts, approximately 9, 21 and 33 months after the relevant fiscal year end, subject to meeting certain qualifying subject criteria. As of March 31, 2016, the companies are building their key management teams and capabilities. Both companies intend to apply for the R&D Tax Credit from the Irish Tax and Customs, anticipated around September 2016. The Company believes it is premature to recognize an amount as income in the Statement of Operations and will do so when it determines that it meets all the necessary qualifying criteria. Government grant income BioNua is eligible, under an agreement with the IDA, to receive cash as grant income based on a fixed percentage of eligible research and development expenditure in Ireland on a defined project, which includes the achievement of pre-agreed performance targets. Any expenditure eligible under this agreement cannot be claimed under the R&D tax credit scheme. The maximum grant available to the Company is Euro 2.4 million over the life of the agreement. The Company recognizes government grant income at fair value when there is reasonable assurance that the grant will be received and it is probable that all attaching conditions will be complied with. When the grant relates to an asset, the fair value is included in the balance sheet as deferred grant income, which is released to income over the expected useful life in a manner consistent with the depreciation method for the relevant asset and subject to meeting other relevant conditions, and it is recorded on the balance sheet as other income receivable until cash is received. When the grant relates to an expense item, it is recognized as income over the periods necessary to match the grant on a systematic basis to the costs that it is intended to compensate, and it is recorded on the balance sheet as other income receivable until cash is received. The Company has not recognized the IDA grant income to date due to uncertainty on achieving the development milestones for the defined projects. The Company has otherwise complied with all other requirements of the agreement to date. Exchange (loss) gain Exchange (loss) gain consists primarily of losses or gains due to foreign exchange translation, primarily reflecting changes in Australian and U.S. foreign exchange rates. Under U.S. GAAP, these (losses) gains relate to a translation of U.S. dollar-denominated bank accounts into Nexvet Australia’s Australian dollar functional currency and represent a non-cash item. Interest income The Company earns interest on the cash balances held with financial institutions and recognizes interest when earned on an accrual basis over time. Comprehensive Loss Comprehensive loss represents the total change in shareholders’ equity during the period other than from transactions with shareholders, which for the Company includes net change in foreign currency translation adjustments. Share-Based Compensation The Company’s share-based compensation plan (see Note 9) provides for the grant of share options, restricted share units and other share-based awards. The fair value of share options is determined as of the date of grant using the binomial option-pricing model. This method incorporates the fair value of the Company’s ordinary shares at the date of each grant and various assumptions such as the risk-free interest rate, actual volatility or expected volatility based on the historic volatility of peer companies, expected dividend yield, and expected term of the share option. Restricted share units are valued at the fair value of the underlying ordinary shares as of the date of grant. The Company classifies share-based compensation expense in the statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified. The Company recognizes share-based compensation expense based on the grant date fair value of the entire award over the total period during which an employee is required to provide service in exchange for the award. In accordance with ASC 718, the amount of compensation expense recognized at each balance date is at least equal to the grant date fair value of the vested portion of the award on that date. Where performance conditions are attached to the awards, compensation expense is recognized in the period in which it becomes probable that the performance target will be achieved, net of estimated pre-vesting forfeitures over the requisite service period. The probability of vesting is reassessed at each reporting period for awards with performance conditions and compensation expense is adjusted based on this probability assessment. Equity instruments issued to non-employees, including consultants, are accounted for in accordance with Financial Accounting Standards Board (“FASB”) guidance. All transactions in which services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty’s performance is complete or the date on which it is probable that performance will occur. For transactions where the fair value of the equity instrument issued to non-employees is the more reliable measurement and a measurement date has not been reached, the fair value is re-measured at each balance sheet date using the binomial option-pricing model. Compensation expense for these share-based awards is recognized over the term of the consulting agreement or until the award is approved and settled. Segment Data The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company is a clinical-stage biopharmaceutical company focusing on developing therapies for companion animals. Total assets, property and equipment, net and total property and equipment additions by geography, reconciled to the consolidated amounts, were as follows as of the dates indicated: March 31, June 2016 2015 United States (in thousands) Total assets $ 35,730 $ 38,973 Property and equipment, net 10 4 Total property and equipment additions 7 4 Australia Total assets $ 4,095 $ 17,259 Property and equipment, net 1,261 538 Total property and equipment additions 865 283 Ireland Total assets $ 4,389 $ 440 Property and equipment, net 2,964 7 Total property and equipment additions 3,054 7 Consolidated Total assets $ 44,214 $ 56,672 Property and equipment, net 4,235 549 Total property and equipment additions 3,926 294 Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). · Contracts with customers —including revenue and impairments recognized, disaggregation of revenue and information about contract balances and performance obligations (including the transaction price allocated to the remaining performance obligations). · Significant judgments and changes in judgments —determining the timing of satisfaction of performance obligations (over time or at a point in time), and determining the transaction price and amounts allocated to performance obligations. · Certain assets —assets recognized from the costs to obtain or fulfill a contract. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606) Identifying Performance Obligations and Licensing This guidance will be effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company does not expect the adoption of this guidance to have a material impact on the Company’s consolidated results of operations, financial position or cash flows. In June 2014, the FASB issued ASU 2014-12, Compensation—Stock Compensation Compensation—Stock Compensation In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40) In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740) Balance Sheet Classification of Deferred Taxes In January 2016, the FASB issued ASU 2016-01, Financial Instruments Overall (Subtopic 825-10) Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU 2016-02 , Leases (Topic 842) In March 2016, the FASB issued ASU 2016-05, Liabilities—Derivative and Hedging (Topic 815) In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting |
Other Income Receivable
Other Income Receivable | 9 Months Ended |
Mar. 31, 2016 | |
Receivables [Abstract] | |
Other Income Receivable | 3. Other Income Receivable Other income receivable consisted of the following as of the dates indicated: March 31, June 2016 2015 Current (in thousands) Research and development receivable $ 1,409 $ 3,242 Government grant receivable 284 — Other 120 59 Other income receivable $ 1,813 $ 3,301 Noncurrent Government grant receivable $ 55 $ — |
Property Plant and Equipment
Property Plant and Equipment | 9 Months Ended |
Mar. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Property Plant and Equipment | 4. Property Plant and Equipment Property, plant and equipment, consisted of the following as of the dates indicated: Computer Equipment Research and Development Equipment Office Equipment Plant and Equipment Leasehold Improvements Total (in thousands) Opening balance July 1, 2014 $ 57 $ 214 $ 92 $ — $ 151 $ 514 Additions $ 35 $ 258 $ 1 $ — $ — $ 294 Disposals — — — — — — Depreciation (25 ) (86 ) (12 ) — (29 ) (152 ) Exchange rate adjustment (11 ) (52 ) (19 ) — (25 ) (107 ) Closing balance June 30, 2015 $ 56 $ 334 $ 62 $ — $ 97 $ 549 Additions $ 115 $ 1,873 $ 69 $ 460 $ 1,409 $ 3,926 Disposals — (7 ) — — — (7 ) Depreciation (28 ) (158 ) (15 ) (24 ) (93 ) (318 ) Exchange rate adjustment 4 71 (1 ) 3 8 85 Closing balance March 31, 2016 $ 147 $ 2,113 $ 115 $ 439 $ 1,421 $ 4,235 In September 2015, the Company acquired certain manufacturing assets in Ireland as set out below. This was not a business combination under Topic 805. Assets Acquired and Consideration (in thousands) Assets acquired Leasehold improvements $ 1,397 Plant & Machinery 449 Office equipment (including furniture and fittings) 67 Laboratory equipment 64 Total assets acquired $ 1,977 Consideration Cash paid $ 1,887 Retention amount withheld 90 Total consideration $ 1,977 |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 9 Months Ended |
Mar. 31, 2016 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Liabilities | 5. Accrued Expenses and other liabilities Accrued expenses and other liabilities consisted of the following as of the dates indicated: March 31, June 2016 2015 Current (in thousands) Payroll and related expenses $ 1,284 $ 1,027 Professional fees 341 361 Research and development costs 1,653 964 Accrued expenses $ 3,278 $ 2,352 Noncurrent Payroll and related expenses $ 62 $ — Other 5 — Accrued expenses $ 67 $ — |
Ordinary Shares
Ordinary Shares | 9 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Ordinary Shares | 6. Ordinary Shares As of March 31, 2016 and June 30, 2015, there were 11,563,133 and 11,406,916 ordinary shares outstanding, respectively. |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 7. Fair Value Measurement Assets and liabilities carried at fair value on a recurring basis as of March 31, 2016 and June 30, 2015, including financial instruments, which the Company accounts for under the fair value option, are summarized in the following tables. March 31, 2016 Level 1 Level 2 Level 3 Assets/ Liabilities at Fair Value (in thousands) Assets Cash $ 37,162 $ — $ — $ 37,162 June 30, 2015 Level 1 Level 2 Level 3 Assets/ Liabilities at Fair Value Assets Cash $ 52,033 $ — $ — $ 52,033 There were no transfers between the levels within the reporting periods. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 8. Net Loss Per Share The calculation of net loss per participating securities (“EPS”) for the three and nine months ended March 31, 2016 and 2015 is presented below. Three Months Ended March 31, Nine Months Ended March 31, 2016 2015 2016 2015 (in thousands, except share and per share amounts) (in thousands, except share and per share amounts) Net loss $ (5,745 ) $ (2,668 ) $ (15,396 ) $ (7,378 ) Weighted-average ordinary shares issued and outstanding—basic and diluted 11,559,056 7,474,478 11,502,409 3,204,434 Net loss per ordinary share—basic and diluted $ (0.50 ) $ (0.36 ) $ (1.34 ) $ (2.30 ) The following ordinary share equivalents were excluded from the calculation of diluted net loss per share for the periods ended on the dates indicated because including them would have an anti-dilutive effect: Three Months Ended March Nine Months Ended March 31, 2016 2015 2016 2015 Share-based awards 1,045,938 467,403 1,045,938 467,403 Warrants 1,766,998 1,766,998 1,766,998 1,766,998 Total 2,812,936 2,234,401 2,812,936 2,234,401 Unaudited basic and diluted net loss per share is computed using the weighted-average number of ordinary shares outstanding after giving effect to the conversion of all convertible preference shares into ordinary shares as if such conversion had occurred at the beginning of the period presented, or the date of original issuance, if later. |
Share Based Awards
Share Based Awards | 9 Months Ended |
Mar. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Awards | 9. Share-Based Awards As permitted by Australian law, the Company’s board of directors has historically granted share options and restricted share units with an exercise or conversion price, as applicable, of zero to recipients in Australia. Contemporaneously with these awards and based upon information available at the time of grant, the Company’s board of directors, with the assistance of management, also determined the fair value of the shares underlying these share options for financial reporting purposes. To determine the best estimate of the fair value of the Company’s ordinary shares at each grant date, the Company’s board of directors considered numerous factors, including contemporaneous third-party valuations, current business conditions and projections, risks inherent to the development of the Company’s research and development programs, including the status of pivotal safety and efficacy studies for its lead product candidates, the Company’s financial condition, the Company’s need for future financing to fund its research and development efforts and the commercialization of its lead product candidates, and other relevant factors. Option Terms of Issue The Company previously issued to its employees, consultants and directors under the Company’s Employee Share Option Plan (the “2012 Plan”) ordinary shares subject to an interest-free, limited recourse loan payable to the Company for the purchase price of the ordinary shares. The 2012 Plan is no longer in use, and all of the limited recourse loans were either repaid in cash or satisfied by the repurchase by the Company of certain ordinary shares subject to such loan. The Company issued to each former holder of such repurchased ordinary shares an option to purchase a number of ordinary shares equal to the number of ordinary shares repurchased with an exercise price of $6.35 per ordinary share and subject to the Option Terms of Issue. The new options expire in February 2018, consistent with the original repayment date of the loan. 2013 Long Term Incentive Plan In September 2013, the Company’s board of directors approved a long-term incentive plan for its employees (including executive officers), directors and consultants pursuant to which in November 2013 the Company issued share options to purchase 215,799 ordinary shares and restricted share units to acquire 29,214 ordinary shares to employees, directors and consultants. The underlying ordinary shares had a fair value of $5.15 per share, but the awards had an exercise or conversion price, as applicable, of zero, as permitted under Australian law. Because Irish law requires the payment to an issuer of at least the nominal value of shares in order to acquire such shares from the issuer, any options or restricted share units with a zero exercise or conversion price became exercisable or convertible, as applicable, at the nominal value per ordinary share in August 2014 in anticipation of the Irish Exchange. This nominal value became $0.10 per ordinary share in September 2014 in connection with the Irish Exchange and was revised to $0.125 per ordinary share in connection with the four-for-five share consolidation in November 2014. In September 2014, the Company also issued share options to purchase 16,800 ordinary shares and restricted share units to acquire 21,240 ordinary shares to employees, directors and consultants. The underlying ordinary shares had a fair value of $6.35 per ordinary share, but the awards had an exercise or conversion price of the nominal value of $0.10 per ordinary share, which nominal value became $0.125 per ordinary share in connection with the four-for-five share consolidation in November 2014. Except for share options and restricted share units held by directors (which vested either beginning in September 2014 and quarterly thereafter or in November 2014), share options and restricted share units held by employees and consultants vest in three equal tranches in November 2014, November 2015 and November 2016. The Company revised this plan in September 2014 and refers to this plan as its “2013 Plan.” In November 2014, the Company awarded employees share options to purchase 141,792 ordinary shares and restricted share units to acquire 16,427 ordinary shares. The underlying ordinary shares had a grant date fair value of $9.37. The share options and restricted share units have an exercise price or conversion price, as applicable, of $0.125 per ordinary share. The awards are subject to a specified performance condition and service period and they vest in tranches over one to three years. The 2013 Plan was terminated in connection with the Company’s initial public offering. The 2013 Plan will continue to govern outstanding awards granted thereunder. Appropriate adjustments will be made in the number of authorized ordinary shares and other numerical limits in the 2013 Plan and in outstanding awards to prevent dilution or enlargement of participants’ rights in the event of a share split or other change in the Company’s capital structure. Prior to its termination, the 2013 Plan was administered by the Company’s board of directors. Subject to the provisions of the 2013 Plan, the board of directors determined, in its discretion, the persons to whom, and the times at which, awards were granted, as well as the size, terms and conditions of each award, under the 2013 Plan. All awards are evidenced by a written agreement between the Company and the holder of the award. The compensation committee has the authority to construe and interpret the terms of the 2013 Plan and awards granted under the 2013 Plan. In the event of a change of control as described in the 2013 Plan, the acquiring or successor entity may assume or continue all or any awards outstanding under the 2013 Plan or substitute substantially equivalent awards. Any awards which are not assumed or continued in connection with a change of control or are not exercised or settled prior to the change of control will terminate effective as of the time of the change of control. The compensation committee may provide for the acceleration of vesting of any or all outstanding awards upon such terms and to such extent as it determines, except that the vesting of all awards held by members of the board of directors who are not employees will automatically be accelerated in full. The compensation committee, in its discretion and without the consent of any participant, may also cancel each or any outstanding award denominated in ordinary shares upon a change of control in exchange for a payment to the participant with respect to each share subject to the cancelled award of an amount equal to the excess of the consideration to be paid per ordinary share in the change of control transaction over the exercise price per ordinary share, if any, under the award. 2015 Equity Incentive Plan In September 2014, the Company’s board of directors adopted, and in November 2014 the Company’s shareholders approved, the 2015 Equity Incentive Plan (“2015 Plan”). The 2015 Plan was amended by the board of directors in January 2015, became effective on the date immediately prior to the date of the prospectus for initial public offering and was further amended by the compensation committee in September 2015. The 2015 Plan is intended to provide incentives that will assist the Company to attract, retain and motivate employees, including officers, consultants and directors. The Company may provide these incentives through the grant of share options, restricted share units, performance shares and units and other cash-based or share-based awards. A total of 1,280,000 of the Company’s ordinary shares were initially authorized and reserved for issuance under the 2015 Plan. This reserve has or will automatically increase on July 1 of each year through 2024 by an amount equal to the lesser of: · Four percent of the number of the Company’s ordinary shares issued and outstanding on the immediately preceding June 30; and · An amount determined by the Company’s board of directors. The ordinary shares available under the 2015 Plan will not be reduced by awards settled in cash, but will be reduced by ordinary shares withheld to satisfy tax withholding obligations with respect to ordinary share options (but not other types of awards). The gross number of ordinary shares issued upon the exercise of options exercised by means of a net exercise or by tender of previously-owned ordinary shares will be deducted from the ordinary shares available under the 2015 Plan. Notwithstanding the foregoing, and subject to adjustment as described below, the maximum aggregate number of ordinary shares that may be subject to issuance at any given time under the 2015 Plan in connection with outstanding awards may not exceed a number equal to ten percent of the Company’s total issued and outstanding ordinary shares (calculated on a non-diluted basis). Appropriate adjustments will be made in the number of authorized ordinary shares and other numerical limits in the 2015 Plan and in outstanding awards to prevent dilution or enlargement of participants’ rights in the event of a share split or other change in the Company’s capital structure. Ordinary shares subject to awards which expire or are cancelled or forfeited will again become available for issuance under the 2015 Plan. In May 2015, the Company awarded employees and directors share options to purchase 360,000 ordinary shares and restricted share units to acquire 20,280 ordinary shares with a grant date fair value of $5.93 and $6.99 per share, respectively. The share options and restricted share units have an exercise price of $15.00 and a conversion price of $0.125 per ordinary share, respectively. Except for restricted share units to acquire 2,280 ordinary shares held by directors (which vest immediately), the awards vest in tranches over one to five years. In June 2015, the Company awarded employees bonus share awards to purchase 42,691 ordinary shares subject to the payment of $0.125 per ordinary share. The underlying ordinary shares had a grant date fair value of $7.12 per ordinary share. In August 2015, the Company awarded employees share options to purchase 60,000 ordinary shares and restricted share units to acquire 8,500 ordinary shares with a grant date fair value of $2.71 and $4.97 per share, respectively. The share option and restricted share units have an exercise price of $5.10 and a conversion price of $0.125 per ordinary share, respectively. The awards vest in tranches over one to five years. In September 2015, the Company awarded employees and directors restricted share units to acquire 298,834 ordinary shares with grant date fair values of $4.26‑$4.27. The restricted share units have a conversion price of $0.125 per ordinary share. The restricted shares units granted to employees vest annually over four years commencing on July 1, 2016. The restricted share units granted to directors vest on July 1, 2016. In November 2015, the Company awarded a new employee restricted share units to acquire 2,000 ordinary shares with a grant date fair value of $4.76 . |
Valuation of Share Awards
Valuation of Share Awards | 9 Months Ended |
Mar. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Valuation of Share Awards | 10. Valuation of Share Awards Prior to February 2015 The fair value of each share option is estimated on the date of grant using the binomial option-pricing model. The Company was a private company until February 2015 and lacked company-specific historical and implied volatility information. Therefore, it has estimated its expected share volatility based on the historical volatility of its publicly traded peer companies until such time as it has adequate historical data regarding the volatility of its own traded share price. The expected term of the Company’s share options has been determined utilizing the “simplified” method as the Company has insufficient historical experience for share options overall, rendering existing historical experience irrelevant to expectations for current grants. The risk-free interest rate is determined by reference to the appropriate reserve bank yield in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The fair value of the underlying ordinary shares considered the price per share paid by investors in the Company’s private financings, including the Series B Preference Shares in May 2014. Post February 2015 Since completion of the Company’s initial public offering, the fair value of the underlying ordinary shares has been based on the price per share quoted on the NASDAQ Global Market at the date of grant. The fair value of the share awards was estimated using the following assumptions: Three Months Ended March 31, 2016 Nine Months Ended March 31, 2016 Risk free interest rate — 1.7% Expected term (in years) — 1 - 4 years Expected volatility — 75% Forfeiture rate — 7.5% Expected dividend yield — zero The following table summarizes share option activity for fiscal year 2015 and the nine months ended March 31, 2016: Shares Issuable Under Options Weighted- Average Exercise Price Outstanding as of July 1, 2014 470,479 $ 2.33 Granted 663,661 9.55 Exercised (96,540 ) 0.125 Ordinary shares no longer subject to limited recourse loans (109,611 ) (1) 4.20 Repurchased (145,069 ) 6.35 Expired or forfeited (6,289 ) 0.125 Outstanding as of June 30, 2015 776,631 $ 8.18 Granted 60,000 $ 5.10 Exercised (126,017 ) (2 ) 0.125 Expired or forfeited — — Outstanding as of March 31, 2016 710,614 (2 ) $ 9.35 Options vested and expected to vest, as of June 30, 2015 159,937 $ 5.77 Options vested and expected to vest, as of March 31, 2016 350,812 $ 9.87 (1) Reflects ordinary shares issued subject to limited recourse loans. (2) The average intrinsic value of options exercised during the period ended and outstanding, as at March 31, 2016 were $4.34 and $nil, respectively. In addition to the share options described above, the Company has granted restricted share units to its directors, employees and consultants. Restricted share units are valued at the fair value of the underlying ordinary shares as of the date of grant. The fair value of the ordinary shares issuable upon conversion of restricted share units is considered the price per share paid by investors in the Company’s private financings. The ordinary shares subject to the restricted share units are generally issued when they vest. The table below presents the Company’s restricted share unit activity for fiscal year 2015 and the nine months ended March 31, 2016: Number of Restricted Share Units Weighted Average Grant Date Fair Value Outstanding as of July 1, 2014 29,214 $ 5.15 Granted 57,947 7.83 Converted (29,489 ) 5.85 Forfeited — — Outstanding as of June 30, 2015 57,672 $ 7.48 Granted 309,334 $ 4.28 Converted (30,200 ) (1) 7.80 Forfeited (1,482 ) — Outstanding as of March 31, 2016 335,324 (1) $ 4.51 Converted and expected to convert, as of June 30, 2015 4,400 $ 9.19 Converted and expected to convert, as of March 31, 2016 — $ — (1) The average intrinsic value of restricted share units converted during the period ended and outstanding, as at March 31, 2016 were $4.18 and $3.18, respectively. Share-Based Compensation The Company recognizes share-based compensation expense for only the portion of awards that are expected to vest. In developing a forfeiture rate estimate, the Company has considered its historical experience to estimate pre-vesting forfeitures for service-based awards. The impact of a forfeiture rate adjustment will be recognized in full in the period of adjustment, and if the actual forfeiture rate is materially different from the Company’s estimate, the Company may be required to record adjustments to share-based compensation expense in future periods. The weighted average remaining contract life on all outstanding options and restricted share units as of March 31, 2016 was 5.0 years and 1.6 years, respectively. The Company recorded share-based compensation expense related to share options and restricted share units for the three and nine months ended March 31, 2016 and 2015 as follows: Three Months Ended March 31, Nine Months Ended March 31, 2016 2015 2016 2015 (in thousands) (in thousands) Research and development $ 166 $ 148 $ 568 $ 321 General and administrative 246 257 783 622 Total $ 412 $ 405 $ 1,351 $ 943 The Company had an aggregate of $3.3 million and $3.1 million of unrecognized share-based compensation expense for share awards outstanding as of March 31, 2016 and June 30, 2015, respectively, which is expected to be recognized over an estimated period of 4.9 years and 4.0 years, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Mar. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Indemnities and Guarantees The Company has made certain indemnities and guarantees, under which it may be required to make payments to a guaranteed or indemnified party, in relation to certain transactions. The Company indemnifies its directors and officers to the extent permitted under the Company’s Constitution and the Irish Companies Act and provides expense advancement for our directors and executive officers for certain expenses, including attorneys’ fees, judgements, fines, and settlements amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of our directors or executive officer. The duration of these indemnities and guarantees varies and, in certain cases, is indefinite. These indemnities and guarantees do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. Historically, the Company has not been obligated to make any payments for these obligations and no liabilities have been recorded for these indemnities and guarantees in the accompanying balance sheets. Operating Leases and Purchase Obligations Commitments consisted of the following as of the dates indicated: Total Less than 1 Year 1-3 Years 3-5 Years After 5 Years March 31, 2016 (in thousands) Operating leases $ 1,415 $ 198 $ 408 $ 251 $ 558 Purchase obligations 1,628 1,628 — — — Total $ 3,043 $ 1,826 $ 408 $ 251 $ 558 Total Less than 1 Year 1-3 Years 3-5 Years After 5 Years June 30, 2015 (in thousands) Operating leases $ 352 $ 109 $ 190 $ 53 $ — Purchase obligations 680 680 — — — Total $ 1,032 $ 789 $ 190 $ 53 $ — Operating Leases The Company entered into a lease for its office in Melbourne, Australia commencing December 2013 for a period of five years. As of March 31, 2016 and June 30, 2015 commitments totaled $0.3 million and $0.4 million, respectively. Rent expense was $0.2 million and $0.2 million for the nine months ended March 31, 2016 and fiscal year 2015, respectively. Included in rent expense is a build-out incentive of $16,000 and $26,000 for the nine months ended March 31, 2016 and fiscal year 2015, respectively. A portion of the incentive paid by the landlord is to be repaid by the Company if the lease is terminated early, determined by the unexpired term of the lease over the original 60‑month lease term. The Company entered into a lease for a facility in Tullamore, Ireland commencing September 2015 for a period of 10 years, with an option to purchase the building. As of March 31, 2016, commitments on this lease totaled $1.1 million. Purchase Obligations In connection with the development of biologics, the Company had open contracts with suppliers for goods and services of $1.6 million and $0.7 million as of March 31, 2016 and June 30, 2015, respectively. Other BioNua is eligible under an agreement with the IDA to receive cash as grant income. The Company may not, without the prior written consent of the IDA, assign, dispose, mortgage or change any assets which have been funded by the IDA. The IDA may revoke or reduce the grant if there is a serious breach of the agreement or if the Company enters a form of administration, transfers any intellectual property developed under the grant outside Ireland or disposes of BioNua. The IDA may require the Company to repay grant income paid previously to the Company if the Company commits a serious breach of the agreement. |
Related Party Transaction
Related Party Transaction | 9 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transaction | 12. Related Party Transaction Ridge Biotechnology Consulting, LLC is owned and operated by Dr. Robert Gearing, the brother of David Gearing, a co-founder of the Company and its Chief Scientific Officer. In October 2010, the Company entered into a consulting agreement with Ridge Biotechnology Consulting, LLC for the provision of services to the Company. The agreement was superseded by agreements entered into in April 2011 and April 2012, and a new consulting agreement with Ridge Biotechnology Consulting, LLC was entered into in January 2014 and this agreement ended on March 21, 2016. The Company recorded expenses of $Nil, $65,000, $39,000 and $185,000 for the three and nine months ended March 31, 2016 and 2015, respectively, related to these agreements. As of March 31, 2016 and June 30, 2015, there was Nil and $13,000 payable to Ridge Biotechnology Consulting, LLC, respectively. Dr. Andrew Gearing is a former director, a co-founder of the Company and a brother of David Gearing, a co-founder of the Company and its Chief Scientific Officer. Dr. Andrew Gearing serves on the board of directors of Biocomm Square Pty Ltd. In August 2010 and August 2013, the Company entered into consulting agreements with Biocomm Square Pty Ltd for research and development support services. These agreements were superseded by a new consulting agreement in December 2013, which was amended in April 2014 and in August 2015. In addition, the Company entered into an agreement with Biocomm Square Pty Ltd in November 2011 for assistance in obtaining partnering arrangements with Japanese entities. This agreement was amended and terminated in August 2015. The Company recorded expenses of $37,000, $48,000, $106,000 and $163,000 for the three and nine months ended March 31, 2016 and 2015, respectively, related to these agreements. As of March 31, 2016 and June 30, 2015, there was $18,000 and $17,000 payable to Biocomm Square Pty Ltd, respectively. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events There were no material subsequent events occurring after March 31, 2016 requiring disclosure. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying interim condensed consolidated financial statements of the Company include the operations of all its wholly‑owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Such operations include the Company, Nexvet Australia, NVIP Pty Limited, Nexvet Ireland Limited, Tevxen Limited, BioNua Limited (“BioNua”), Nexvet UK Limited and Nexvet US, Inc. All intercompany balances and transactions have been eliminated on consolidation. The Company’s fiscal year ends on June 30, and references to any fiscal year are to the Company’s year ended June 30 in that year. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The accompanying interim condensed consolidated financial statements and related disclosures as of March 31, 2016 and for the three and nine months ended March 31, 2016 and 2015 are unaudited and have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2016 and the results of its operations, comprehensive loss and cash flows for the three and nine months ended March 31, 2016 and 2015. The financial data and other information disclosed in these notes related to the three and nine months ended March 31, 2016 and 2015 are unaudited. The results for the three and nine months ended March 31, 2016 and 2015 are not necessarily indicative of results to be expected for a full year, any other interim periods or any future year or period. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes as of, and for the year ended June 30, 2015 included in the Company’s annual report on Form 10‑K filed with the SEC on September 3, 2015. The condensed consolidated balance sheet data as of June 30, 2015 was derived from audited consolidated financial statements. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the period. Significant items subject to such estimates and assumptions include research and development incentive income, research and development accruals, government grant income, share-based payments, valuation of warrants, options and restricted share units and deferred income taxes. Actual results could differ from those estimates. |
Net Loss Per Share | Net Loss Per Share Net loss per share information is determined using the two-class method, which includes the weighted-average number of ordinary shares outstanding during the period and other securities that participate in dividends (a participating security). The Company’s convertible preference shares were participating securities as defined by Accounting Standards Codification (“ASC”) Topic 260‑10, Earnings Per Share Under the two-class method, basic net loss per share applicable to ordinary shareholders is computed by dividing the net loss applicable to ordinary shareholders by the weighted-average number of ordinary shares outstanding for the reporting period. Diluted net loss per share gives effect to all potentially dilutive securities, including convertible preference shares and shares issuable upon the exercise or conversion, as applicable, of outstanding warrants, share options and restricted share units, using the treasury shares method. The Company has excluded the effects of all potentially dilutive shares, which include convertible preference shares, warrants to purchase ordinary shares, ordinary share options, restricted share units and the ordinary shares issued subject to limited recourse loans, from the weighted-average number of ordinary shares outstanding as their inclusion in the computation for all periods would be anti-dilutive due to net losses. |
Cash | Cash As of March 31, 2016 and June 30, 2015, the Company’s cash consisted of cash deposited in a business operating account or in short-term deposit accounts of less than 90 days’ original duration. |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties The Company receives research and development incentive income and grants from two sources, the Australian government and the Irish government. The Company’s cash is deposited with several large commercial banks located in the United States, Ireland and Australia that are federally insured or guaranteed, limiting the amount of credit exposure to any one financial institution. The Company’s cash balances with these financial institutions often exceed the amount insured. The Company is subject to risks common to companies in the biotechnology industry. The Company’s research and development may not be successfully completed, adequate protection for the Company’s technology may not be obtained, any products developed may not obtain necessary government regulatory approval and any approved products may not be commercially viable. The Company operates in an environment of competition from other animal health companies, some of which have substantially more resources at their disposal. In addition, the Company is dependent upon the services of its employees and consultants, as well as third‑party contract research organizations and manufacturers. |
Fair Value Measurements | Fair Value Measurements The Company records certain assets and liabilities at fair value in accordance with the provisions of ASC Topic 820, Fair Value Measurements · Level 1—Unadjusted quoted prices in active, accessible markets for identical assets or liabilities. · Level 2—Other inputs that are directly or indirectly observable in the marketplace. · Level 3—Unobservable inputs that are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company’s material financial instruments comprise cash and short-term deposits. |
Other Income Receivable | Other Income Receivable Other income receivable is recorded at the invoiced amount where available. BioNua is eligible under an agreement with the Industrial Development Agency (Ireland) (“IDA”) to receive cash as grant income based on a fixed percentage of eligible research and development expenditure in Ireland on a defined project, which includes the achievement of pre-agreed performance targets. Government grants are recognized at their fair value when there is reasonable assurance that the grant will be received and it is probable that all attaching conditions will be complied with. Nexvet Australia is eligible under the AusIndustry research and development tax incentive program to obtain a cash amount from the Australian Taxation Office (“ATO”). The tax incentive is available to Nexvet Australia on the basis of specific criteria with which Nexvet Australia must comply. Specifically, Nexvet Australia must have revenue of less than A$20 million and cannot be controlled by income tax exempt entities. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are recorded at acquisition cost, net of accumulated depreciation and impairment. Depreciation on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets. The estimated useful life of machinery and equipment is three to 10 years. Leasehold improvements are amortized on the straight-line method over the shorter of the remaining lease term or estimated useful life of the asset. Upon retirement or sale of an asset, its cost and related accumulated depreciation or accumulated amortization are removed from the property accounts and any gain or loss is included in the results of operations. Maintenance and repairs are expensed as incurred. |
Foreign Currency | Foreign Currency The Company’s functional currency is U.S. dollars, and the functional currency for most subsidiaries is their local currency. Foreign currency transactions are translated into the functional currency using the current exchange rate as of the date of the transaction. At period end, monetary items denominated in a foreign currency are translated into the functional currency of the relevant entity using the period-end spot rate. In preparing the Company’s consolidated financial statements, the financial statements of the subsidiaries are translated at period‑end exchange rates as to assets and liabilities and weighted-average rates as to revenue and expenses. The resulting translation adjustments are recognized in other comprehensive income (loss) (“OCI”). |
Income Taxes | Income Taxes The Company has historically filed income tax returns in Australia, the United States and Ireland. The Company applies ASC Topic 740, Income Taxes When the Company determines that it is more likely than not that some portion or all of the deferred tax assets will not be realized in the future, the deferred tax assets are reduced by a valuation allowance. The valuation allowance is sufficient to reduce the deferred tax assets to the amount that the Company determines is more likely than not to be realized. The income tax benefit from an uncertain tax position is only recognized if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on technical merits of the position. The Company evaluates and adjusts these accruals based on changing facts and circumstances. The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision. |
Research and Development Expense | Research and Development Expense Research and development costs are expensed as incurred and consist primarily of (i) payroll and related expense for all employees engaged in scientific research and development functions, including wages, related benefits and share-based compensation, (ii) fees for regulatory, professional and other consultants and (iii) development costs, including costs of drug discovery, safety, proof‑of‑concept, pilot and pivotal safety and efficacy studies, development of biological materials and service providers. The Company uses its employee and infrastructure resources across multiple development programs. The Company allocates outsourced development costs by lead product candidates but does not allocate personnel or other internal costs related to development to specific product candidates. |
General and Administrative Expense | General and Administrative Expense General and administrative expense consists primarily of non-research and development-related payroll and related expense for employees, consultants and directors, including wages, related benefits and share-based compensation. General and administrative expense also includes professional and consulting fees for legal, accounting, tax services and other general business services, as well as other expenses such as travel, rent and facilities costs. |
Other Income (Expense) | Other Income (Expense) Research and development income Australia Nexvet Australia is eligible under the AusIndustry research and development tax incentive program to obtain a cash amount from the ATO. The tax incentive is available to Nexvet Australia on the basis of specific criteria with which Nexvet Australia must comply. Although the tax incentive is administered through the ATO, the Company has accounted for the tax incentive outside the scope of ASC Topic 740, Income Taxes Ireland Nexvet Ireland and BioNua are both eligible under the Research and Development Tax Credit (“R&D Tax Credit”) Guidelines of Ireland to claim a tax credit, up to 25% of eligible research and development expenditure less expenditure already covered by the IDA grant assistance. The tax credit is normally offset against corporation tax payable in Ireland. For companies at the same stage of development as Nexvet Ireland and BioNua, there may be the ability to elect to receive the tax credit as a cash payment in three equal amounts, approximately 9, 21 and 33 months after the relevant fiscal year end, subject to meeting certain qualifying subject criteria. As of March 31, 2016, the companies are building their key management teams and capabilities. Both companies intend to apply for the R&D Tax Credit from the Irish Tax and Customs, anticipated around September 2016. The Company believes it is premature to recognize an amount as income in the Statement of Operations and will do so when it determines that it meets all the necessary qualifying criteria. Government grant income BioNua is eligible, under an agreement with the IDA, to receive cash as grant income based on a fixed percentage of eligible research and development expenditure in Ireland on a defined project, which includes the achievement of pre-agreed performance targets. Any expenditure eligible under this agreement cannot be claimed under the R&D tax credit scheme. The maximum grant available to the Company is Euro 2.4 million over the life of the agreement. The Company recognizes government grant income at fair value when there is reasonable assurance that the grant will be received and it is probable that all attaching conditions will be complied with. When the grant relates to an asset, the fair value is included in the balance sheet as deferred grant income, which is released to income over the expected useful life in a manner consistent with the depreciation method for the relevant asset and subject to meeting other relevant conditions, and it is recorded on the balance sheet as other income receivable until cash is received. When the grant relates to an expense item, it is recognized as income over the periods necessary to match the grant on a systematic basis to the costs that it is intended to compensate, and it is recorded on the balance sheet as other income receivable until cash is received. The Company has not recognized the IDA grant income to date due to uncertainty on achieving the development milestones for the defined projects. The Company has otherwise complied with all other requirements of the agreement to date. Exchange (loss) gain Exchange (loss) gain consists primarily of losses or gains due to foreign exchange translation, primarily reflecting changes in Australian and U.S. foreign exchange rates. Under U.S. GAAP, these (losses) gains relate to a translation of U.S. dollar-denominated bank accounts into Nexvet Australia’s Australian dollar functional currency and represent a non-cash item. Interest income The Company earns interest on the cash balances held with financial institutions and recognizes interest when earned on an accrual basis over time. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss represents the total change in shareholders’ equity during the period other than from transactions with shareholders, which for the Company includes net change in foreign currency translation adjustments. |
Share-Based Compensation | Share-Based Compensation The Company’s share-based compensation plan (see Note 9) provides for the grant of share options, restricted share units and other share-based awards. The fair value of share options is determined as of the date of grant using the binomial option-pricing model. This method incorporates the fair value of the Company’s ordinary shares at the date of each grant and various assumptions such as the risk-free interest rate, actual volatility or expected volatility based on the historic volatility of peer companies, expected dividend yield, and expected term of the share option. Restricted share units are valued at the fair value of the underlying ordinary shares as of the date of grant. The Company classifies share-based compensation expense in the statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified. The Company recognizes share-based compensation expense based on the grant date fair value of the entire award over the total period during which an employee is required to provide service in exchange for the award. In accordance with ASC 718, the amount of compensation expense recognized at each balance date is at least equal to the grant date fair value of the vested portion of the award on that date. Where performance conditions are attached to the awards, compensation expense is recognized in the period in which it becomes probable that the performance target will be achieved, net of estimated pre-vesting forfeitures over the requisite service period. The probability of vesting is reassessed at each reporting period for awards with performance conditions and compensation expense is adjusted based on this probability assessment. Equity instruments issued to non-employees, including consultants, are accounted for in accordance with Financial Accounting Standards Board (“FASB”) guidance. All transactions in which services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty’s performance is complete or the date on which it is probable that performance will occur. For transactions where the fair value of the equity instrument issued to non-employees is the more reliable measurement and a measurement date has not been reached, the fair value is re-measured at each balance sheet date using the binomial option-pricing model. Compensation expense for these share-based awards is recognized over the term of the consulting agreement or until the award is approved and settled. |
Segment Data | Segment Data The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company is a clinical-stage biopharmaceutical company focusing on developing therapies for companion animals. Total assets, property and equipment, net and total property and equipment additions by geography, reconciled to the consolidated amounts, were as follows as of the dates indicated: March 31, June 2016 2015 United States (in thousands) Total assets $ 35,730 $ 38,973 Property and equipment, net 10 4 Total property and equipment additions 7 4 Australia Total assets $ 4,095 $ 17,259 Property and equipment, net 1,261 538 Total property and equipment additions 865 283 Ireland Total assets $ 4,389 $ 440 Property and equipment, net 2,964 7 Total property and equipment additions 3,054 7 Consolidated Total assets $ 44,214 $ 56,672 Property and equipment, net 4,235 549 Total property and equipment additions 3,926 294 |
Recently Adopted Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). · Contracts with customers —including revenue and impairments recognized, disaggregation of revenue and information about contract balances and performance obligations (including the transaction price allocated to the remaining performance obligations). · Significant judgments and changes in judgments —determining the timing of satisfaction of performance obligations (over time or at a point in time), and determining the transaction price and amounts allocated to performance obligations. · Certain assets —assets recognized from the costs to obtain or fulfill a contract. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606) Identifying Performance Obligations and Licensing This guidance will be effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company does not expect the adoption of this guidance to have a material impact on the Company’s consolidated results of operations, financial position or cash flows. In June 2014, the FASB issued ASU 2014-12, Compensation—Stock Compensation Compensation—Stock Compensation In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40) In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740) Balance Sheet Classification of Deferred Taxes In January 2016, the FASB issued ASU 2016-01, Financial Instruments Overall (Subtopic 825-10) Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU 2016-02 , Leases (Topic 842) In March 2016, the FASB issued ASU 2016-05, Liabilities—Derivative and Hedging (Topic 815) In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Reconciliation of Total Assets, Property and Equipment, Net and Total Property and Equipment Additions by Geography to Consolidated | Total assets, property and equipment, net and total property and equipment additions by geography, reconciled to the consolidated amounts, were as follows as of the dates indicated: March 31, June 2016 2015 United States (in thousands) Total assets $ 35,730 $ 38,973 Property and equipment, net 10 4 Total property and equipment additions 7 4 Australia Total assets $ 4,095 $ 17,259 Property and equipment, net 1,261 538 Total property and equipment additions 865 283 Ireland Total assets $ 4,389 $ 440 Property and equipment, net 2,964 7 Total property and equipment additions 3,054 7 Consolidated Total assets $ 44,214 $ 56,672 Property and equipment, net 4,235 549 Total property and equipment additions 3,926 294 |
Other Income Receivable (Tables
Other Income Receivable (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Receivables [Abstract] | |
Schedule of Other Income Receivable | Other income receivable consisted of the following as of the dates indicated: March 31, June 2016 2015 Current (in thousands) Research and development receivable $ 1,409 $ 3,242 Government grant receivable 284 — Other 120 59 Other income receivable $ 1,813 $ 3,301 Noncurrent Government grant receivable $ 55 $ — |
Property Plant and Equipment (T
Property Plant and Equipment (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Summary of Movement in Property Plant and Equipment | Property, plant and equipment, consisted of the following as of the dates indicated: Computer Equipment Research and Development Equipment Office Equipment Plant and Equipment Leasehold Improvements Total (in thousands) Opening balance July 1, 2014 $ 57 $ 214 $ 92 $ — $ 151 $ 514 Additions $ 35 $ 258 $ 1 $ — $ — $ 294 Disposals — — — — — — Depreciation (25 ) (86 ) (12 ) — (29 ) (152 ) Exchange rate adjustment (11 ) (52 ) (19 ) — (25 ) (107 ) Closing balance June 30, 2015 $ 56 $ 334 $ 62 $ — $ 97 $ 549 Additions $ 115 $ 1,873 $ 69 $ 460 $ 1,409 $ 3,926 Disposals — (7 ) — — — (7 ) Depreciation (28 ) (158 ) (15 ) (24 ) (93 ) (318 ) Exchange rate adjustment 4 71 (1 ) 3 8 85 Closing balance March 31, 2016 $ 147 $ 2,113 $ 115 $ 439 $ 1,421 $ 4,235 |
Schedule of Acquired Certain Manufacturing Assets | In September 2015, the Company acquired certain manufacturing assets in Ireland as set out below. This was not a business combination under Topic 805. Assets Acquired and Consideration (in thousands) Assets acquired Leasehold improvements $ 1,397 Plant & Machinery 449 Office equipment (including furniture and fittings) 67 Laboratory equipment 64 Total assets acquired $ 1,977 Consideration Cash paid $ 1,887 Retention amount withheld 90 Total consideration $ 1,977 |
Accrued Expenses and Other Li25
Accrued Expenses and Other Liabilities (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Liabilities | Accrued expenses and other liabilities consisted of the following as of the dates indicated: March 31, June 2016 2015 Current (in thousands) Payroll and related expenses $ 1,284 $ 1,027 Professional fees 341 361 Research and development costs 1,653 964 Accrued expenses $ 3,278 $ 2,352 Noncurrent Payroll and related expenses $ 62 $ — Other 5 — Accrued expenses $ 67 $ — |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis | Assets and liabilities carried at fair value on a recurring basis as of March 31, 2016 and June 30, 2015, including financial instruments, which the Company accounts for under the fair value option, are summarized in the following tables. March 31, 2016 Level 1 Level 2 Level 3 Assets/ Liabilities at Fair Value (in thousands) Assets Cash $ 37,162 $ — $ — $ 37,162 June 30, 2015 Level 1 Level 2 Level 3 Assets/ Liabilities at Fair Value Assets Cash $ 52,033 $ — $ — $ 52,033 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Calculation of Net Loss Per Participating Securities | The calculation of net loss per participating securities (“EPS”) for the three and nine months ended March 31, 2016 and 2015 is presented below. Three Months Ended March 31, Nine Months Ended March 31, 2016 2015 2016 2015 (in thousands, except share and per share amounts) (in thousands, except share and per share amounts) Net loss $ (5,745 ) $ (2,668 ) $ (15,396 ) $ (7,378 ) Weighted-average ordinary shares issued and outstanding—basic and diluted 11,559,056 7,474,478 11,502,409 3,204,434 Net loss per ordinary share—basic and diluted $ (0.50 ) $ (0.36 ) $ (1.34 ) $ (2.30 ) |
Ordinary Share Equivalents Excluded from Calculation of Diluted Net Loss Per Share | The following ordinary share equivalents were excluded from the calculation of diluted net loss per share for the periods ended on the dates indicated because including them would have an anti-dilutive effect: Three Months Ended March Nine Months Ended March 31, 2016 2015 2016 2015 Share-based awards 1,045,938 467,403 1,045,938 467,403 Warrants 1,766,998 1,766,998 1,766,998 1,766,998 Total 2,812,936 2,234,401 2,812,936 2,234,401 |
Valuation of Share Awards (Tabl
Valuation of Share Awards (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Estimated Fair Value of Share Awards | The fair value of the share awards was estimated using the following assumptions: Three Months Ended March 31, 2016 Nine Months Ended March 31, 2016 Risk free interest rate — 1.7% Expected term (in years) — 1 - 4 years Expected volatility — 75% Forfeiture rate — 7.5% Expected dividend yield — zero |
Summary of Share Option Activities | The following table summarizes share option activity for fiscal year 2015 and the nine months ended March 31, 2016: Shares Issuable Under Options Weighted- Average Exercise Price Outstanding as of July 1, 2014 470,479 $ 2.33 Granted 663,661 9.55 Exercised (96,540 ) 0.125 Ordinary shares no longer subject to limited recourse loans (109,611 ) (1) 4.20 Repurchased (145,069 ) 6.35 Expired or forfeited (6,289 ) 0.125 Outstanding as of June 30, 2015 776,631 $ 8.18 Granted 60,000 $ 5.10 Exercised (126,017 ) (2 ) 0.125 Expired or forfeited — — Outstanding as of March 31, 2016 710,614 (2 ) $ 9.35 Options vested and expected to vest, as of June 30, 2015 159,937 $ 5.77 Options vested and expected to vest, as of March 31, 2016 350,812 $ 9.87 (1) Reflects ordinary shares issued subject to limited recourse loans. (2) The average intrinsic value of options exercised during the period ended and outstanding, as at March 31, 2016 were $4.34 and $nil, respectively. |
Summary of Restricted Share Unit Activity | The table below presents the Company’s restricted share unit activity for fiscal year 2015 and the nine months ended March 31, 2016: Number of Restricted Share Units Weighted Average Grant Date Fair Value Outstanding as of July 1, 2014 29,214 $ 5.15 Granted 57,947 7.83 Converted (29,489 ) 5.85 Forfeited — — Outstanding as of June 30, 2015 57,672 $ 7.48 Granted 309,334 $ 4.28 Converted (30,200 ) (1) 7.80 Forfeited (1,482 ) — Outstanding as of March 31, 2016 335,324 (1) $ 4.51 Converted and expected to convert, as of June 30, 2015 4,400 $ 9.19 Converted and expected to convert, as of March 31, 2016 — $ — (1) The average intrinsic value of restricted share units converted during the period ended and outstanding, as at March 31, 2016 were $4.18 and $3.18, respectively. |
Share Based Compensation Expense Related to Share Options and Restricted Share Units | The Company recorded share-based compensation expense related to share options and restricted share units for the three and nine months ended March 31, 2016 and 2015 as follows: Three Months Ended March 31, Nine Months Ended March 31, 2016 2015 2016 2015 (in thousands) (in thousands) Research and development $ 166 $ 148 $ 568 $ 321 General and administrative 246 257 783 622 Total $ 412 $ 405 $ 1,351 $ 943 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Commitments for Operating Leases and Purchase Obligations | Operating Leases and Purchase Obligations Commitments consisted of the following as of the dates indicated: Total Less than 1 Year 1-3 Years 3-5 Years After 5 Years March 31, 2016 (in thousands) Operating leases $ 1,415 $ 198 $ 408 $ 251 $ 558 Purchase obligations 1,628 1,628 — — — Total $ 3,043 $ 1,826 $ 408 $ 251 $ 558 Total Less than 1 Year 1-3 Years 3-5 Years After 5 Years June 30, 2015 (in thousands) Operating leases $ 352 $ 109 $ 190 $ 53 $ — Purchase obligations 680 680 — — — Total $ 1,032 $ 789 $ 190 $ 53 $ — |
Organization and Description 30
Organization and Description of Business - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2015USD ($)shares | Feb. 28, 2015$ / sharesshares | Nov. 30, 2014 | Aug. 31, 2014 | Mar. 31, 2016USD ($) | Jun. 30, 2015USD ($)shares | Oct. 31, 2015Cat | |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Number of cats expected for new study enrollment | Cat | 90 | ||||||
Accumulated deficit | $ (39,051) | $ (23,655) | |||||
Cash | $ 37,200 | ||||||
Convertible preference shares, shares outstanding | shares | 5,937,160 | ||||||
Preference shares converted into ordinary shares | shares | 5,937,160 | ||||||
Share consolidation, ratio | 0.8 | ||||||
Nexvet Australia Pty Ltd | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Share consolidation, ratio | 0.25 | ||||||
Stockholders' Equity, Reverse Stock Split | In August 2014, Nexvet Australia Pty Ltd (“Nexvet Australia”) completed a one-for-four share consolidation pursuant to which each holder of ordinary shares and preference shares received one ordinary share or preference share for every four ordinary shares or preference shares as applicable, held by such holder. The number of ordinary shares that may be acquired upon exercise of options or warrants or upon conversion of restricted share units was similarly reduced on a one-for-four basis, with a proportionate adjustment to the exercise or conversion price, as applicable. | ||||||
Nexvet Biopharma | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Share consolidation, ratio | 0.8 | ||||||
Stockholders' Equity, Reverse Stock Split | In November 2014, the Company completed a four-for-five share consolidation pursuant to which each holder of ordinary shares and preference shares received four ordinary shares or four preference shares for every five ordinary shares or five preference shares as applicable, held by such holder. The number of ordinary shares that may be acquired upon exercise of options or warrants or upon conversion of restricted share units was similarly reduced on a four-for-five basis, with a proportionate adjustment to the exercise or conversion price, as applicable. | ||||||
Common Stock | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Issuance of ordinary shares, shares | shares | 4,176,903 | ||||||
Initial public offering | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Offering expenses payable | $ 900 | ||||||
Initial public offering | Common Stock | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Issuance of ordinary shares, shares | shares | 200,000 | 4,000,000 | |||||
Public offering price (in dollars per share) | $ / shares | $ 10 | ||||||
Proceeds from Initial Public Offering, Gross | $ 41,800 | ||||||
Proceeds from Initial Public Offering, Net | 38,000 | ||||||
Underwriting discount | $ 2,900 | ||||||
Virbac | Minimum | Ranevetmab | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Percentage of commercial margin receivable on sales | 45.00% | ||||||
Virbac | Maximum | Ranevetmab | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Percentage of commercial margin receivable on sales | 55.00% |
Summary of Significant Accoun31
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands, € in Millions, AUD in Millions | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2015USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2016AUD | Mar. 31, 2016EUR (€) | Mar. 31, 2015USD ($) | |
Accounting Policies [Line Items] | |||||
Revenues | AUD 20 | ||||
Property plant and equipment depreciation methods | Depreciation on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets. | Depreciation on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets. | Depreciation on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets. | ||
Property plant and equipment amortization methods | Leasehold improvements are amortized on the straight-line method over the shorter of the remaining lease term or estimated useful life of the asset. | Leasehold improvements are amortized on the straight-line method over the shorter of the remaining lease term or estimated useful life of the asset. | Leasehold improvements are amortized on the straight-line method over the shorter of the remaining lease term or estimated useful life of the asset. | ||
Government grant income | $ 84 | $ 4 | € 2.4 | $ 403 | |
IRELAND | |||||
Accounting Policies [Line Items] | |||||
Research and development tax credit percentage | 25.00% | 25.00% | 25.00% | ||
Minimum | |||||
Accounting Policies [Line Items] | |||||
Estimated useful life of property plant and equipment | 3 years | 3 years | 3 years | ||
Maximum | |||||
Accounting Policies [Line Items] | |||||
Estimated useful life of property plant and equipment | 10 years | 10 years | 10 years |
Summary of Significant Accoun32
Summary of Significant Accounting Policies - Reconciliation of Total Assets, Property and Equipment, Net and Total Property and Equipment Additions by Geography to Consolidated (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Mar. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Segment Reporting Asset Reconciling Item [Line Items] | ||||
Total assets | $ 44,214 | $ 56,672 | ||
Property, plant and equipment, net | 4,235 | 549 | $ 514 | |
Total property and equipment additions | $ 1,977 | 3,926 | 294 | |
United States | ||||
Segment Reporting Asset Reconciling Item [Line Items] | ||||
Total assets | 35,730 | 38,973 | ||
Property, plant and equipment, net | 10 | 4 | ||
Total property and equipment additions | 7 | 4 | ||
Australia | ||||
Segment Reporting Asset Reconciling Item [Line Items] | ||||
Total assets | 4,095 | 17,259 | ||
Property, plant and equipment, net | 1,261 | 538 | ||
Total property and equipment additions | 865 | 283 | ||
IRELAND | ||||
Segment Reporting Asset Reconciling Item [Line Items] | ||||
Total assets | 4,389 | 440 | ||
Property, plant and equipment, net | 2,964 | 7 | ||
Total property and equipment additions | $ 3,054 | $ 7 |
Other Income Receivable - Sched
Other Income Receivable - Schedule of Other Income Receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Current | ||
Research and development receivable | $ 1,409 | $ 3,242 |
Government grant receivable | 284 | |
Other | 120 | 59 |
Other income receivable | 1,813 | $ 3,301 |
Noncurrent | ||
Government grant receivable | $ 55 |
Property Plant and Equipment -
Property Plant and Equipment - Summary of Movement in Property Plant and Equipment (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Mar. 31, 2016 | Jun. 30, 2015 | |
Property Plant And Equipment [Line Items] | |||
Opening balance | $ 549 | $ 514 | |
Additions | $ 1,977 | 3,926 | 294 |
Disposals | (7) | ||
Depreciation | (318) | (152) | |
Exchange rate adjustment | 85 | (107) | |
Closing balance | 4,235 | 549 | |
Computer Equipment | |||
Property Plant And Equipment [Line Items] | |||
Opening balance | 56 | 57 | |
Additions | 115 | 35 | |
Depreciation | (28) | (25) | |
Exchange rate adjustment | 4 | (11) | |
Closing balance | 147 | 56 | |
Research and Development Equipment | |||
Property Plant And Equipment [Line Items] | |||
Opening balance | 334 | 214 | |
Additions | 1,873 | 258 | |
Disposals | (7) | ||
Depreciation | (158) | (86) | |
Exchange rate adjustment | 71 | (52) | |
Closing balance | 2,113 | 334 | |
Office Equipment | |||
Property Plant And Equipment [Line Items] | |||
Opening balance | 62 | 92 | |
Additions | 67 | 69 | 1 |
Depreciation | (15) | (12) | |
Exchange rate adjustment | (1) | (19) | |
Closing balance | 115 | 62 | |
Plant and Equipment | |||
Property Plant And Equipment [Line Items] | |||
Additions | 460 | ||
Depreciation | (24) | ||
Exchange rate adjustment | 3 | ||
Closing balance | 439 | ||
Leasehold Improvements | |||
Property Plant And Equipment [Line Items] | |||
Opening balance | 97 | 151 | |
Additions | $ 1,397 | 1,409 | |
Depreciation | (93) | (29) | |
Exchange rate adjustment | 8 | (25) | |
Closing balance | $ 1,421 | $ 97 |
Property Plant and Equipment 35
Property Plant and Equipment - Schedule of Acquired Certain Manufacturing Assets (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Mar. 31, 2016 | Jun. 30, 2015 | |
Assets acquired | |||
Total assets acquired | $ 1,977 | $ 3,926 | $ 294 |
Consideration | |||
Cash paid | 1,887 | ||
Retention amount withheld | 90 | ||
Total consideration | 1,977 | ||
Leasehold Improvements | |||
Assets acquired | |||
Total assets acquired | 1,397 | 1,409 | |
Plant & Machinery | |||
Assets acquired | |||
Total assets acquired | 449 | ||
Office Equipment (Including Furniture and Fittings) | |||
Assets acquired | |||
Total assets acquired | 67 | $ 69 | $ 1 |
Laboratory Equipment | |||
Assets acquired | |||
Total assets acquired | $ 64 |
Accrued Expenses and Other Li36
Accrued Expenses and Other Liabilities - Schedule of Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Current | ||
Payroll and related expenses | $ 1,284 | $ 1,027 |
Professional fees | 341 | 361 |
Research and development costs | 1,653 | 964 |
Accrued expenses | 3,278 | $ 2,352 |
Noncurrent | ||
Payroll and related expenses | 62 | |
Other | 5 | |
Accrued expenses | $ 67 |
Ordinary Shares - Additional In
Ordinary Shares - Additional Information (Details) - shares | Mar. 31, 2016 | Jun. 30, 2015 |
Equity [Abstract] | ||
Ordinary shares, shares outstanding | 11,563,133 | 11,406,916 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Assets | ||
Cash | $ 37,162 | $ 52,033 |
Level 1 | ||
Assets | ||
Cash | $ 37,162 | $ 52,033 |
Net Loss Per Share - Calculatio
Net Loss Per Share - Calculation of Net Loss Per Participating Securities (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Jun. 30, 2015 | |
Earnings Per Share Basic And Diluted [Abstract] | |||||
Net loss | $ (5,745) | $ (2,668) | $ (15,396) | $ (7,378) | $ (11,857) |
Weighted-average ordinary shares issued and outstanding—basic and diluted | 11,559,056 | 7,474,478 | 11,502,409 | 3,204,434 | |
Net loss per ordinary share—basic and diluted | $ (0.50) | $ (0.36) | $ (1.34) | $ (2.30) |
Net Loss Per Share - Ordinary S
Net Loss Per Share - Ordinary Share Equivalents Excluded from Calculation of Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted earnings per share | 2,812,936 | 2,234,401 | 2,812,936 | 2,234,401 |
Share-Based Awards | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted earnings per share | 1,045,938 | 467,403 | 1,045,938 | 467,403 |
Warrants | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted earnings per share | 1,766,998 | 1,766,998 | 1,766,998 | 1,766,998 |
Share Based Awards - Option Ter
Share Based Awards - Option Terms of Issue - Additional Information (Details) - $ / shares | 9 Months Ended | ||
Mar. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Ordinary shares repurchased exercise price per share | $ 9.35 | $ 8.18 | $ 2.33 |
2012 Employee Share Option Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Ordinary shares repurchased exercise price per share | $ 6.35 | ||
Options expire date | Feb. 28, 2018 |
Share Based Awards - 2013 Long
Share Based Awards - 2013 Long Term Incentive Plan - Additional Information (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Aug. 31, 2015$ / sharesshares | Jun. 30, 2015$ / sharesshares | Nov. 30, 2014$ / sharesshares | Sep. 30, 2014$ / sharesshares | Nov. 30, 2013$ / sharesshares | Mar. 31, 2016$ / sharesshares | Jun. 30, 2015$ / sharesshares | Jun. 30, 2014shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share options to purchase ordinary shares | shares | 60,000 | 663,661 | ||||||
Incentive awards, fair value per share of underlying ordinary shares | $ 7.12 | |||||||
Ordinary shares, nominal value per share | $ 0.125 | $ 0.125 | $ 0.125 | $ 0.125 | ||||
Share consolidation, ratio | 0.8 | |||||||
Previously Reported Value | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Ordinary shares, nominal value per share | $ 0.10 | |||||||
Employee Stock Option | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share options to purchase ordinary shares | shares | 60,000 | 141,792 | 16,800 | 215,799 | ||||
Incentive awards, fair value per share of underlying ordinary shares | $ 2.71 | $ 9.37 | $ 6.35 | $ 5.15 | ||||
Ordinary share exercise price | $ 5.10 | |||||||
Restricted Stock | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Restricted share units to acquire ordinary shares | shares | 8,500 | 57,672 | 16,427 | 21,240 | 29,214 | 335,324 | 57,672 | 29,214 |
Incentive awards, fair value per share of underlying ordinary shares | $ 4.97 | |||||||
Ordinary share exercise price | $ 0.125 | |||||||
2013 Long Term Incentive Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Ordinary share exercise price | $ 0.125 | $ 0.10 | $ 0 | |||||
Share options and restricted share units vesting description | Except for share options and restricted share units held by directors (which vested either beginning in September 2014 and quarterly thereafter or in November 2014), share options and restricted share units held by employees and consultants vest in three equal tranches in November 2014, November 2015 and November 2016. | |||||||
Vesting period of share options and restricted share units held by held by employees and consultants | 3 years | |||||||
2013 Long Term Incentive Plan | Minimum | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Vesting period of share options and restricted share units held by held by employees and consultants | 1 year | |||||||
2013 Long Term Incentive Plan | Maximum | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Vesting period of share options and restricted share units held by held by employees and consultants | 3 years |
Share Based Awards - 2015 Long
Share Based Awards - 2015 Long Term Incentive Plan - Additional Information (Details) - $ / shares | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Nov. 30, 2015 | Sep. 30, 2015 | Aug. 31, 2015 | Jun. 30, 2015 | May. 31, 2015 | Nov. 30, 2014 | Sep. 30, 2014 | Nov. 30, 2013 | Mar. 31, 2016 | Jun. 30, 2015 | May. 13, 2015 | Jun. 30, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Incentive awards, fair value per share of underlying ordinary shares | $ 7.12 | |||||||||||
Share options to purchase ordinary shares | 60,000 | 663,661 | ||||||||||
Bonus Awards | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Ordinary shares issued | 42,691 | |||||||||||
Ordinary shares issued per share | $ 0.125 | $ 0.125 | ||||||||||
Directors | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Vesting period of shares | 2,280 | |||||||||||
Employees And Directors | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Restricted share units to acquire ordinary shares | 298,834 | |||||||||||
Ordinary share exercise price | $ 0.125 | |||||||||||
New Employee | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Restricted share units to acquire ordinary shares | 2,000 | |||||||||||
Incentive awards, fair value per share of underlying ordinary shares | $ 4.76 | |||||||||||
Ordinary share exercise price | $ 0.125 | |||||||||||
Employee Stock Option | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Incentive awards, fair value per share of underlying ordinary shares | $ 2.71 | $ 9.37 | $ 6.35 | $ 5.15 | ||||||||
Ordinary share exercise price | $ 5.10 | |||||||||||
Share options to purchase ordinary shares | 60,000 | 141,792 | 16,800 | 215,799 | ||||||||
Employee Stock Option | Employees | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Share options to purchase ordinary shares | 360,000 | |||||||||||
Incentive awards, fair value per share of underlying ordinary shares | $ 5.93 | |||||||||||
Restricted Stock | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Restricted share units to acquire ordinary shares | 8,500 | 57,672 | 16,427 | 21,240 | 29,214 | 335,324 | 57,672 | 29,214 | ||||
Incentive awards, fair value per share of underlying ordinary shares | $ 4.97 | |||||||||||
Ordinary share exercise price | $ 0.125 | |||||||||||
Restricted Stock | Directors | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Restricted share units to acquire ordinary shares | 20,280 | |||||||||||
Incentive awards, fair value per share of underlying ordinary shares | 6.99 | |||||||||||
Minimum | Employees And Directors | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Incentive awards, fair value per share of underlying ordinary shares | 4.26 | |||||||||||
Maximum | Employees And Directors | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Incentive awards, fair value per share of underlying ordinary shares | $ 4.27 | |||||||||||
2015 Equity Incentive Plan | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,280,000 | |||||||||||
Percentage of shares issued under equity incentive plan | 4.00% | 4.00% | ||||||||||
Vesting period of share options and restricted share units held by held by employees and consultants | 4 years | |||||||||||
2015 Equity Incentive Plan | Employees | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Ordinary share exercise price | 15 | |||||||||||
2015 Equity Incentive Plan | Directors | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Ordinary share exercise price | $ 0.125 | |||||||||||
2015 Equity Incentive Plan | Minimum | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Vesting period of share options and restricted share units held by held by employees and consultants | 1 year | |||||||||||
2015 Equity Incentive Plan | Minimum | Directors | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Vesting period of share options and restricted share units held by held by employees and consultants | 1 year | |||||||||||
2015 Equity Incentive Plan | Maximum | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Vesting period of share options and restricted share units held by held by employees and consultants | 5 years | |||||||||||
2015 Equity Incentive Plan | Maximum | Directors | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Vesting period of share options and restricted share units held by held by employees and consultants | 5 years |
Valuation of Share Awards - Est
Valuation of Share Awards - Estimated Fair Value of Share Awards (Details) | 9 Months Ended |
Mar. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Risk free interest rate | 1.70% |
Expected volatility | 75.00% |
Forfeiture rate | 7.50% |
Expected dividend yield | 0.00% |
Minimum | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected term (in years) | 1 year |
Maximum | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected term (in years) | 4 years |
Valuation of Share Awards - Sum
Valuation of Share Awards - Summary of Share Option Activities (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Jun. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Shares Issuable Under Options, Outstanding | 776,631 | 470,479 |
Shares Issuable Under Options, Granted | 60,000 | 663,661 |
Shares Issuable Under Options, Exercised | (126,017) | (96,540) |
Shares Issuable Under Options, Ordinary shares no longer subject to limited recourse loans | (109,611) | |
Shares Issuable Under Options, Repurchased | (145,069) | |
Shares Issuable Under Options, Expired or forfeited | (6,289) | |
Shares Issuable Under Options, Outstanding | 710,614 | 776,631 |
Shares Issuable Under Options, vested and expected to vest | 350,812 | 159,937 |
Weighted Average Exercise Price, Outstanding | $ 8.18 | $ 2.33 |
Weighted Average Exercise Price, Granted | 5.10 | 9.55 |
Weighted Average Exercise Price, Exercised | 0.125 | 0.125 |
Weighted Average Exercise Price, Ordinary shares no longer subject to limited recourse loans | 4.20 | |
Weighted Average Exercise Price, Repurchased | 6.35 | |
Weighted Average Exercise Price, expired or forfeited | 0.125 | |
Weighted Average Exercise Price, Outstanding | 9.35 | 8.18 |
Weighted Average Exercise Price, Options vested and expected to vest | $ 9.87 | $ 5.77 |
Valuation of Share Awards - S46
Valuation of Share Awards - Summary of Share Option Activities (Parenthetical) (Details) | 9 Months Ended |
Mar. 31, 2016$ / shares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Average intrinsic value of options exercised | $ 4.34 |
Average intrinsic value of options outstanding | $ 0 |
Valuation of Share Awards - S47
Valuation of Share Awards - Summary of Restricted Share Unit Activity (Details) - Restricted Stock - $ / shares | 9 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Jun. 30, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Restricted Share Units, Outstanding | 57,672 | 29,214 |
Number of Restricted Share Units, Granted | 309,334 | 57,947 |
Number of Restricted Share Units, Converted | (30,200) | (29,489) |
Number of Restricted Share Units, Forfeited | (1,482) | |
Number of Restricted Share Units, Outstanding | 335,324 | 57,672 |
Number of Restricted Share Units , Converted and expected to convert | 4,400 | |
Weighted Average Grant Date Fair Value, Outstanding | $ 7.48 | $ 5.15 |
Weighted Average Grant Date Fair Value, Granted | 4.28 | 7.83 |
Weighted Average Grant Date Fair Value, Converted | 7.80 | 5.85 |
Weighted Average Grant Date Fair Value, Outstanding | $ 4.51 | 7.48 |
Weighted Average Grant Date Fair Value, Converted and expected to convert | $ 9.19 |
Valuation of Share Awards - S48
Valuation of Share Awards - Summary of Restricted Share Unit Activity (Parenthetical) (Details) - Restricted Stock | 9 Months Ended |
Mar. 31, 2016$ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Average intrinsic value of other than options exercised | $ 4.18 |
Average intrinsic value of other than options outstanding | $ 3.18 |
Valuation of Share Awards - Sha
Valuation of Share Awards - Share Based Compensation Expense Related to Share Options and Restricted Share Units (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Recognized share-based compensation expense | $ 412 | $ 405 | $ 1,351 | $ 943 |
Research and Development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Recognized share-based compensation expense | 166 | 148 | 568 | 321 |
General and Administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Recognized share-based compensation expense | $ 246 | $ 257 | $ 783 | $ 622 |
Valuation of Share Awards - Add
Valuation of Share Awards - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Jun. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Weighted average remaining contract life of outstanding options | 5 years | |
Weighted average remaining contract life of outstanding restricted share units | 1 year 7 months 6 days | |
Unrecognized share-based compensation expenses share awards | $ 3.3 | $ 3.1 |
Unrecognized compensation expense weighted average period | 4 years 10 months 24 days | 4 years |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Commitments for Operating Leases and Purchase Obligations (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Commitments And Contingencies Disclosure [Abstract] | ||
Operating leases | $ 1,415 | $ 352 |
Operating leases Less than1 Year | 198 | 109 |
Operating leases 1-3Years | 408 | 190 |
Operating leases 3-5Years | 251 | 53 |
Operating leases After 5Years | 558 | |
Purchase obligations | 1,628 | 680 |
Purchase obligations next 12 months | 1,628 | 680 |
Total contractual | 3,043 | 1,032 |
Total contractual, next 12 months | 1,826 | 789 |
Total contractual, 1-3 years | 408 | 190 |
Total contractual, 3-5 years | 251 | $ 53 |
Total contractual, After 5 years | $ 558 |
Commitments and Contingencies52
Commitments and Contingencies - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Jun. 30, 2015 | |
Commitments and Contingencies [Line Items] | ||
Operating lease expiration period | 5 years | |
Operating lease commitments | $ 300,000 | $ 400,000 |
Rent expense | 200,000 | 200,000 |
Build-out incentive | $ 16,000 | 26,000 |
Unexpired term of lease | 60 months | |
Contracts with suppliers for goods and services | $ 1,628,000 | $ 680,000 |
Tullamore, Ireland | ||
Commitments and Contingencies [Line Items] | ||
Operating lease expiration period | 10 years | |
Operating lease commitments | $ 1,100,000 |
Related Party Transaction - Add
Related Party Transaction - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Jun. 30, 2015 | |
Related Party Transaction [Line Items] | |||||
General and administrative | $ 1,680,000 | $ 2,430,000 | $ 5,329,000 | $ 7,688,000 | |
Research and development | $ 4,260,000 | 2,679,000 | 11,775,000 | 7,444,000 | |
Ridge Biotechnology Consulting L L C | |||||
Related Party Transaction [Line Items] | |||||
General and administrative | 65,000 | $ 39,000 | 185,000 | ||
Payable to related party | $ 13,000 | ||||
Biocomm Squared Pty Ltd | |||||
Related Party Transaction [Line Items] | |||||
Payable to related party | $ 18,000 | $ 18,000 | $ 17,000 | ||
Research and development | $ 37,000 | $ 48,000 | $ 106,000 | $ 163,000 |