Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 08, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Adaptimmune Therapeutics PLC | |
Entity Central Index Key | 1,621,227 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 560,976,430 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 170,559 | $ 158,779 |
Short-term deposits | 33,114 | 22,694 |
Accounts receivable, net of allowance for doubtful accounts of $- and $- | 107 | 1,480 |
Other current assets and prepaid expenses (including current portion of clinical materials) | 19,152 | 15,798 |
Total current assets | 222,932 | 198,751 |
Restricted cash | 4,049 | 4,017 |
Clinical materials | 2,597 | 2,580 |
Property, plant and equipment, net | 35,092 | 27,899 |
Intangibles, net | 1,310 | 1,268 |
Total assets | 265,980 | 234,515 |
Current liabilities | ||
Accounts payable (including amounts due to related parties of $247 and $326) | 5,177 | 11,350 |
Accrued expenses and other accrued liabilities (including amounts due to related parties of $1 and $39) | 15,110 | 17,528 |
Deferred revenue | 11,625 | 11,392 |
Total current liabilities | 31,912 | 40,270 |
Deferred revenue, non-current | 22,394 | 24,962 |
Other liabilities, non-current | 3,348 | 3,141 |
Total liabilities | 57,654 | 68,373 |
Contingencies and commitments - Note 8 | ||
Stockholders' equity | ||
Common stock - Ordinary shares par value GBP 0.001, 574,711,900 authorized and 518,976,430 issued and outstanding (2016: 574,711,900 authorized and 424,775,092 issued and outstanding) | 801 | 683 |
Additional paid in capital | 405,165 | 341,200 |
Accumulated other comprehensive loss | (14,366) | (14,249) |
Accumulated deficit | (183,274) | (161,492) |
Total stockholders' equity | 208,326 | 166,142 |
Total liabilities and stockholders' equity | $ 265,980 | $ 234,515 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) | Mar. 31, 2017£ / shares | Mar. 31, 2017USD ($)shares | Dec. 31, 2016£ / shares | Dec. 31, 2016USD ($)shares |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||
Allowance for doubtful accounts | $ | $ 0 | $ 0 | ||
Accounts payable, due to related parties | $ | 247,000 | 326,000 | ||
Accrued expenses and other accrued liabilities, due to related parties | $ | $ 1,000 | $ 39,000 | ||
Common stock, par value | £ / shares | £ 0.001 | £ 0.001 | ||
Common stock, shares authorized | shares | 574,711,900 | 574,711,900 | ||
Common stock, shares issued | shares | 518,976,430 | 424,775,092 | ||
Common stock, shares outstanding | shares | 518,976,430 | 424,775,092 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS | ||
Revenue | $ 2,857 | $ 2,918 |
Operating expenses | ||
Research and development | (18,615) | (14,476) |
General and administrative | (6,463) | (5,267) |
Total operating expenses (including purchases from related parties, net of reimbursements of $536 and $780) | (25,078) | (19,743) |
Operating loss | (22,221) | (16,825) |
Interest income | 240 | 259 |
Other income, net | 430 | 1,049 |
Loss before income taxes | (21,551) | (15,517) |
Income taxes | (231) | (59) |
Net loss attributable to ordinary shareholders | $ (21,782) | $ (15,576) |
Net loss per ordinary share basic and diluted (Note 4) (in dollars per share) | $ (0.05) | $ (0.04) |
Weighted average shares outstanding, basic and diluted (in shares) | 428,961,818 | 424,711,900 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS | ||
Operating expenses in relation to related parties, net of reimbursements | $ 536 | $ 780 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||
Net loss | $ (21,782) | $ (15,576) |
Other comprehensive loss, net of tax | ||
Foreign currency translation adjustments, net of tax of $- and $-) | (117) | (2,545) |
Total comprehensive loss for the period | $ (21,899) | $ (18,121) |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||
Foreign currency translation adjustments, tax | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (21,782) | $ (15,576) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 986 | 707 |
Amortization | 60 | 38 |
Share-based compensation expense | 2,686 | 2,074 |
Unrealized foreign exchange gains | (52) | (1,608) |
Changes in operating assets and liabilities: | ||
Increase in receivables and other operating assets | (1,813) | (489) |
(Increase) decrease in non-current operating assets | (17) | 1,835 |
Decrease in payables and deferred revenue | (8,507) | (5,660) |
Net cash used in operating activities | (28,439) | (18,679) |
Cash flows from investing activities | ||
Acquisition of property, plant and equipment | (12,249) | (1,708) |
Acquisition of intangibles | (242) | (861) |
Maturity of short-term deposits | 7,854 | 7,993 |
Investment in short-term deposits | (18,000) | (15,988) |
Net cash used in investing activities | (22,637) | (10,564) |
Cash flows from financing activities | ||
Proceeds from issuance of common stock in public offering, after issue costs of $4,544 | 61,397 | |
Net cash provided by financing activities | 61,397 | |
Effect of currency exchange rate changes on cash and cash equivalents | 1,491 | (1,349) |
Net increase (decrease) in cash and cash equivalents | 11,812 | (30,592) |
Cash, cash equivalents and restricted cash at start of period | 162,796 | 198,771 |
Cash, cash equivalents and restricted cash at end of period | $ 174,608 | $ 168,179 |
CONSOLIDATED CASH FLOW STATEMEN
CONSOLIDATED CASH FLOW STATEMENTS (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Common stock | |
Cash flows from financing activities | |
Stock issuance costs | $ 4,544 |
General
General | 3 Months Ended |
Mar. 31, 2017 | |
General | |
General | Note 1 - General Adaptimmune Therapeutics plc is registered in England and Wales. Its registered office is 101 Park Drive, Milton Park, Abingdon, Oxfordshire, OX14 4RY, United Kingdom. Adaptimmune Therapeutics plc and its subsidiaries (collectively “Adaptimmune” or the “Company”) is a clinical-stage biopharmaceutical company focused on novel cancer immunotherapy products based on its proprietary SPEAR (Specific Peptide Enhanced Affinity Receptor) T-cell platform. The Company has developed a comprehensive proprietary platform that enables it to identify cancer targets, find and genetically engineer T-cell receptors (“TCRs”), and produce TCR therapeutic candidates for administration to patients. The Company engineers TCRs to increase their affinity to cancer specific peptides in order to destroy cancer cells in patients. The Company is subject to a number of risks similar to other biopharmaceutical companies in the early stage including, but not limited to, the need to obtain adequate additional funding, possible failure of preclinical programs or clinical trials, the need to obtain marketing approval for its SPEAR T-cells, competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of the Company’s SPEAR T-cells, the need to develop a suitable commercial manufacturing process and protection of proprietary technology. If the Company does not successfully commercialize any of its SPEAR T-cells, it will be unable to generate product revenue or achieve profitability. The Company had an accumulated deficit of $183.3 million as of March 31, 2017. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies (a) Basis of presentation The condensed consolidated interim financial statements of Adaptimmune Therapeutics plc and its subsidiaries and other financial information included in this Quarterly Report are unaudited and have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and are presented in U.S. dollars. All significant intercompany accounts and transactions between the Company and its subsidiaries have been eliminated on consolidation. The unaudited condensed interim financial statements presented in this Quarterly Report should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K filed with the SEC on March 13, 2017 (the “Annual Report”). The balance sheet as of December 31, 2016 was derived from audited consolidated financial statements included in the Company’s Annual Report but does not include all disclosures required by U.S. GAAP. The Company’s significant accounting policies are described in Note 2 to those consolidated financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from these interim financial statements. However, these interim financial statements include all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary to fairly state the results of the interim period. The interim results are not necessarily indicative of results to be expected for the full year. (b) Use of estimates in interim financial statements The preparation of interim financial statements, in conformity with U.S. GAAP and SEC regulations, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are primarily made in relation to the valuation of share options, valuation allowances relating to deferred tax assets, revenue recognition, estimating clinical trial expenses and estimating reimbursements from R&D tax and expenditure credits. If actual results differ from the Company’s estimates, or to the extent these estimates are adjusted in future periods, the Company’s results of operations could either benefit from, or be adversely affected by, any such change in estimate. (c) Going concern Management considers that there are no conditions or events, in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern for a period of at least one year from the date the financial statements are issued. This evaluation is based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued, including: a. The Company’s current financial condition, including its liquidity sources; b. The Company’s conditional and unconditional obligations due or anticipated within one year; c. The funds necessary to maintain the Company’s operations considering its current financial condition, obligations, and other expected cash flows; and d. Other conditions and events, when considered in conjunction with the above that may adversely affect the Company’s ability to meet its obligations. (d) Reclassification The Company has reclassified certain amounts between research and development and general and administrative expenses in prior periods to conform the presentation to the current period due to misclassification errors. Specifically in the three months ended March 31, 2017, legal expenses relating to patents of $62,000 have been reclassified from research and development expenses to general administrative expenses and certain property and insurance costs relating to research and development facilities of $650,000 have been reclassified from general and administrative expenses to research and development expenses. The Company has assessed the materiality of the classification errors in the prior period in accordance with the SEC’s guidance on assessing materiality, Staff Accounting Bulletin No. 99, Materiality, and determined that the errors are quantitatively and qualitatively not material. The operating expenses for comparative periods as previously reported and as presented after the reclassifications are as follows (in thousands): Three months ended As previously After Research and development $ $ General and administrative Total operating expenses $ $ (e) Cash, cash equivalents and restricted cash The Company considers all highly-liquid investments with a maturity at acquisition date of three months or less to be cash equivalents. Cash and cash equivalents comprise cash balances and deposits with maturities of three months or less. The Company’s restricted cash consists of cash providing security for letters of credit in respect of lease agreements. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheet that sum to the total of the same such amounts shown in the statement of cash flows (in thousands). March 31, March 31, Cash and cash equivalents $ $ Restricted cash Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ $ (f) Related parties Adaptimmune and Immunocore Limited (“Immunocore”) have a shared history and an overlap in shareholder base. The Company has historically entered into several agreements with Immunocore regarding the shared use of certain services including licensing and research collaboration. The Company believes its agreements are structured on an arm’s length basis. During the periods presented Immunocore has invoiced the Company in respect of services provided under a target collaboration agreement (under which certain target identification services were provided by Immunocore), which terminated on March 1, 2017, costs related to joint patents and in respect of property rent. (g) New accounting pronouncements Adopted in the period Intra-Entity Transfers of Assets Other Than Inventory The Company has adopted Accounting Standards Update (“ASU”) ASU 2016-16 - Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory issued by the Financial Accounting Standards Board (“FASB”) in October 2016, which requires that entities recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The guidance has been adopted on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption prospectively to all arrangements entered into or materially modified after January 1, 2017. The adoption of this guidance did not have any impact on the financial position, results of operations or cash flows. To be adopted in future periods Revenue from contracts with customers In May 2014, the FASB issued ASU 2014-09 - Revenue from Contracts with Customers (“ASU 2014-09”) which requires a new approach to revenue recognition and in March, April, May and December 2016, the FASB issued additional clarification related to this guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. The guidance is effective for the fiscal year beginning January 1, 2018, including interim reporting periods within that reporting period. Earlier application is permitted. The Company intends to adopt the guidance with effect from January 1, 2018. The guidance can be adopted retrospectively to each prior reporting period presented, subject to certain practical expedients, or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application. The Company is in the process of assessing the impact of the guidance as it relates to its collaboration and license agreement with GSK (the “GSK Collaboration and License Arrangement”). The Company’s preliminary assessment is substantially complete but there are several complex issues that are being considered. Once these issues are resolved, the Company will determine the transition method which will be applied and evaluate the disclosure requirements. The adoption of ASU 2014-09 may have a material effect on the Company’s financial statements but the quantitative effect cannot be reasonably estimated at this time. The Company continues to monitor additional changes, modifications, clarifications or interpretations undertaken by the FASB, which may impact its assessment. Accounting for leases In February 2016, the FASB issued ASU 2016-02 - Leases . The guidance requires that lessees recognize a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term at the commencement date. The guidance also makes targeted improvements to align lessor accounting with the lessee accounting model and guidance on revenue from contracts with customers. The guidance is effective for the fiscal year beginning January 1, 2019, including interim periods within that fiscal year. Early application is permitted. The guidance must be adopted on a modified retrospective transition approach for leases existing, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is currently evaluating the impact of the guidance on the consolidated financial statements. Recognition and measurement of financial assets and financial liabilities In January 2016, the FASB issued ASU 2016-01 - Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities , which amended the guidance on the recognition and measurement of financial assets and financial liabilities. The new guidance requires that equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) are measured at fair value with changes in fair value recognized in net income. The guidance also requires the use of an exit price when measuring the fair value of financial instruments for disclosure purposes, eliminates the requirement to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost and requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset. The guidance is effective for the fiscal year beginning January 1, 2018, including interim periods within that fiscal year. The Company does not believe the adoption of the guidance will have a material impact on the consolidated financial statements. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2017 | |
Revenue | |
Revenue | Note 3 — Revenue The revenue recognized to date relates to the upfront fee and non-substantive development milestone payments received under the GSK Collaboration and License Agreement, which are being recognized in revenue using the proportional performance model systematically over the period in which the Company is delivering services under the GSK Collaboration and License Agreement, which is determined to be the period until GSK’s option to obtain licenses expires. |
Loss per share
Loss per share | 3 Months Ended |
Mar. 31, 2017 | |
Loss per share | |
Loss per share | Note 4 — Loss per share The effect of 67,828,170 and 44,159,031 options over ordinary shares, which are potentially dilutive equity instruments, have been excluded from the diluted loss per share calculation for the three months ended March 31, 2017 and 2016, respectively, because they would have an antidilutive effect on the loss per share for the period. |
Property, plant and equipment,
Property, plant and equipment, net | 3 Months Ended |
Mar. 31, 2017 | |
Property, plant and equipment, net | |
Property, plant and equipment, net | Note 5 — Property, plant and equipment, net Property, plant and equipment, net consisted of the following (in thousands): March 31, December 31, Computer equipment $ $ Laboratory equipment Office equipment Leasehold improvements Assets under construction Less accumulated depreciation ) ) $ $ Depreciation expense for the three months ended March 31, 2017 and March 31, 2016 was $986,000 and $707,000, respectively. |
Intangible assets, net
Intangible assets, net | 3 Months Ended |
Mar. 31, 2017 | |
Intangible assets, net | |
Intangible assets, net | Note 6 — Intangible assets, net Intangible assets, net consisted of the following (in thousands): March 31, December 31, Acquired software licenses $ $ Licensed IP rights — completed technology used in research and development Less accumulated amortization ) ) $ $ Amortization expense for the three months ended March 31, 2017 and March 31, 2016 was $60,000 and $38,000 respectively. |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 3 Months Ended |
Mar. 31, 2017 | |
Accrued expenses and other current liabilities | |
Accrued expenses and other current liabilities | Note 7 — Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, December 31, Accrued clinical and development expenses $ $ Accrued employee compensation and benefits payable Accrued capital expenditure Value added tax (VAT) — Other accrued purchases Other current liabilities $ $ The Company typically has a receivable for VAT. At December 31, 2016 there was a VAT payable due to VAT arising on the milestone payments invoiced to GSK in 2016. There were no milestone payments invoiced to GSK in the three months ended March 31, 2017 and therefore no VAT payable at March 31, 2017. |
Contingencies and commitments
Contingencies and commitments | 3 Months Ended |
Mar. 31, 2017 | |
Contingencies and commitments | |
Contingencies and commitments | Note 8 — Contingencies and commitments Leases Future minimum lease payments under operating leases at March 31, 2017 are presented below (in thousands): March 31, 2017 $ 2018 2019 2020 2021 Thereafter $ The Company leases property under operating leases expiring through 2027. Lease expenses amounted to $1,027,000 and $425,000 for the three months ended March 31, 2017 and 2016, respectively, which is included within research and development and general and administrative expenses in the Company’s unaudited consolidated statement of operations. Capital commitments At March 31, 2017, the Company had commitments for capital expenditure totaling $5,579,000, which the Company expects to incur within one year. Commitments for clinical materials, clinical trials and contract manufacturing At March 31, 2017, the Company had non-cancellable commitments for purchase of clinical materials, executing and administering clinical trials, and for contract manufacturing of $68,278,000, of which the Company expects to pay $42,964,000 within one year, $18,846,000 in one to three years, $5,240,000 in three to five years, and $1,228,000 after five years. The timing of these payments vary depending on the rate of progress of development and clinical trial enrollment rates. Our subcontracted costs for clinical trials and contract manufacturing were $7,705,000 and $3,553,000 for the three months ended March 31, 2017 and 2016, respectively. B e llicum Pharmaceuticals Inc, Co-Development and Co-Commercialization Agreement On December 16, 2016, the Company entered into a Co-Development and Co-Commercialization Agreement with Bellicum Pharmaceuticals, Inc. (“Bellicum”) in order to facilitate a staged collaboration to evaluate, develop and commercialize next generation T-cell therapies. Under the agreement, the Company will evaluate Bellicum’s GoTCR technology (inducible MyD88/CD40 co-stimulation, or iMC) with our SPEAR T-cells for the potential to create enhanced T-cell therapeutics. Depending on results of the initial preclinical proof-of-concept phase, the agreement may progress to a two-target co-development and co-commercialization phase. To the extent necessary, and in furtherance of the parties’ proof-of-concept and co-development efforts, the parties granted each other a royalty-free, non-transferable, non-exclusive license covering their respective technologies for purposes of facilitating such proof-of-concept and co-development efforts. In addition, as to covered therapies developed under the agreement, the parties granted each other a reciprocal exclusive license for the commercialization of such therapies. During the proof of concept phase, each party bears its own costs and there are no payments made between the Company and Bellicum. Any research and development costs incurred by the Company with third parties have been accounted for in accordance with the Company’s accounting policy for research and development expenses. With respect to any joint commercialization of a covered therapy, the parties agreed to negotiate in good faith the commercially reasonable terms of a co-commercialization agreement. The parties also agreed that any such agreement shall provide for, among other things, equal sharing of the costs of any such joint commercialization and the calculation of profit shares as set forth in the agreement. The agreement will expire on a country-by-country basis once the parties cease commercialization of the T-cell therapies covered by the agreement, unless earlier terminated by either party for material breach, non-performance or cessation of development, bankruptcy/insolvency, or failure to progress to co-development phase. Merck Combination Agreement On October 27, 2016, the Company entered into a clinical trial collaboration agreement with Merck & Co., Inc (“Merck”) (known as MSD outside the United States and Canada), for the assessment of our NY-ESO SPEAR T-cell therapy in combination with Merck’s PD-1 inhibitor, KEYTRUDA® (pembrolizumab), in patients with multiple myeloma. Under the terms of the agreement, each of Merck and the Company will manufacture and supply its relevant compound for use in the combination study. Each of the Company and Merck are responsible for their own costs incurred in the performance of obligations under the agreement. Any research and development costs incurred by the Company with third parties have been accounted for in accordance with the Company’s accounting policy for research and development expenses. The agreement will last until the earlier of delivery of the final study report or study completion. Either party may terminate the agreement for material breach, patient safety, regulatory action preventing supply of compound or withdrawal of regulatory approval for one of the combination study compounds. Merck may also terminate the agreement where it believes its compound is being used in an unsafe manner. MD Anderson Strategic Alliance On September 26, 2016, the Company announced that it had entered into a multi-year strategic alliance with The University of Texas MD Anderson Cancer Center (“MD Anderson”) designed to expedite the development of T-cell therapies for multiple types of cancer. The Company and MD Anderson will collaborate in a number of studies including clinical and preclinical development of the Company’s SPEAR T-cell therapies targeting NY-ESO, MAGE-A10 and future clinical stage first and second generation SPEAR T-cell therapies such as MAGE-A4 across a number of cancers, including bladder, lung, ovarian, head and neck, melanoma, sarcoma, esophageal and gastric cancers. Under the terms of the alliance agreement, the Company has committed funding of at least $19,644,000 to fund studies under the alliance agreement. Payment of this funding is contingent on mutual agreement to study orders, in order for any study to be included under the alliance, and the performance of set milestones by MD Anderson. The Company made an upfront payment of $3,412,000 to MD Anderson in the three months ended March 31, 2017 and will make further payments to MD Anderson as certain milestones are achieved. These costs will be expensed to research and development as MD Anderson renders the services under the strategic alliance. The alliance agreement may be terminated by either party for material breach by the other party. Individual studies may be terminated inter alia for material breach, health and safety concerns or where the institutional review board, the review board at the clinical site with oversight of the clinical study, requests termination of any study. Where any legal or regulatory authorization is finally withdrawn or terminated, the relevant study will also terminate automatically. Universal Cells Research, Collaboration and License Agreement On November 25, 2015, the Company entered into a Research, Collaboration and License Agreement relating to gene editing and Human Leukocyte Antigen (“HLA”) engineering technology with Universal Cells, Inc. (“Universal Cells”). The Company paid an upfront license and start-up fee of $2.5 million to Universal Cells in November 2015, a milestone payment of $3.0 million in February 2016 and a further milestone payment of $0.5 million in March 2017. Further milestone payments of up to $43.5 million are payable if certain development and product milestones are achieved. Universal Cells would also receive a profit-share payment for the first product, and royalties on sales of other products utilizing its technology. The upfront license and start-up fee and milestone payments were expensed to research and development when incurred. ThermoFisher License Agreement In 2012, the Company entered into a series of license and sub-license agreements with Life Technologies Corporation, part of ThermoFisher Scientific, Inc. (“ThermoFisher”) that provide the Company with a field-based exclusive license under certain intellectual property rights owned or controlled by ThermoFisher. The Company paid upfront license fees of $1.0 million relating to the license and sublicense agreements and has an obligation to pay minimum annual royalties (in the tens of thousands of U.S. dollars prior to licensed product approval and thereafter at a level of 50% of running royalties in the previous year), milestone payments and a low single-digit running royalty payable on the net selling price of each licensed product. The upfront payment made in 2012 was expensed to research and development when incurred. Subsequent milestone payments have been recognized as an intangible asset due to the technology having alternative future use in research and development projects at the time of the payment. The minimum annual royalties have been expensed as incurred. On June 16, 2016, the Company entered into a supply agreement with ThermoFisher for the supply of the Dynabeads® CD3/CD28 technology. The Dynabeads® CD3/CD28 technology is designed to isolate, activate and expand human T-cells, and is being used in the manufacturing of the Company’s affinity enhanced T-cell therapies. The supply agreement runs until December 31, 2025. Under the supply agreement the Company is required to purchase its requirements for CD3/CD28 magnetic bead product exclusively from ThermoFisher for a period of 5 years and there are also minimum purchasing obligations, which are included within ‘Purchase commitments for clinical materials, clinical trials and contract manufacturing’ set forth above. ThermoFisher has the right to terminate the supply agreement for material breach or insolvency. |
Share-based compensation
Share-based compensation | 3 Months Ended |
Mar. 31, 2017 | |
Share-based compensation | |
Share-based compensation | Note 9 — Share-based compensation The following table shows the total share-based compensation expense included in the unaudited consolidated statements of operations (thousands): Three months ended 2017 2016 Research and development $ $ General and administrative $ $ There were 18,950,976 and 13,575,554 options over ordinary shares granted in the three months ended March 31, 2017 and 2016, respectively. The weighted average fair value of stock options granted in the three months ended March 31, 2017 and March 31, 2016 was $0.34 and $0.89, respectively. At March 31, 2017, there were 3,224,600 share options granted to nonemployees outstanding. The total share based compensation relating to these options was an expense of $205,000 and a benefit of $314,000 in the three months ended March 31, 2017 and 2016, respectively. |
Shareholders' equity
Shareholders' equity | 3 Months Ended |
Mar. 31, 2017 | |
Shareholders' equity | |
Shareholders' equity | Note 10 — Shareholders’ equity Follow-on public offering On March 27, 2017, the Company completed an underwritten public offering of the Company’s American Depositary Shares (“ADSs”). The Company sold 15,700,223 ADSs (representing 94,201,338 ordinary shares) at a price to the public of $4.20 per ADS. The net proceeds were $61,397,000 after deducting offering expenses of $4,544,000. |
Subsequent events
Subsequent events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent events | |
Subsequent events | Note 11 — Subsequent events On April 10, 2017, the Company completed a registered direct offering of the Company’s ADSs following its entry into a definitive agreement with Matrix Capital Management Company, LP. The Company sold 7,000,000 ADSs (representing to 42,000,000 ordinary shares) at a price of $6.00 per ADS. The net proceeds were $41,765,000 after deducting offering expenses of $235,000. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Summary of Significant Accounting Policies | |
Basis of presentation | (a) Basis of presentation The condensed consolidated interim financial statements of Adaptimmune Therapeutics plc and its subsidiaries and other financial information included in this Quarterly Report are unaudited and have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and are presented in U.S. dollars. All significant intercompany accounts and transactions between the Company and its subsidiaries have been eliminated on consolidation. The unaudited condensed interim financial statements presented in this Quarterly Report should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K filed with the SEC on March 13, 2017 (the “Annual Report”). The balance sheet as of December 31, 2016 was derived from audited consolidated financial statements included in the Company’s Annual Report but does not include all disclosures required by U.S. GAAP. The Company’s significant accounting policies are described in Note 2 to those consolidated financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from these interim financial statements. However, these interim financial statements include all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary to fairly state the results of the interim period. The interim results are not necessarily indicative of results to be expected for the full year. |
Use of estimates in interim financial statements | (b) Use of estimates in interim financial statements The preparation of interim financial statements, in conformity with U.S. GAAP and SEC regulations, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are primarily made in relation to the valuation of share options, valuation allowances relating to deferred tax assets, revenue recognition, estimating clinical trial expenses and estimating reimbursements from R&D tax and expenditure credits. If actual results differ from the Company’s estimates, or to the extent these estimates are adjusted in future periods, the Company’s results of operations could either benefit from, or be adversely affected by, any such change in estimate. |
Going concern | (c) Going concern Management considers that there are no conditions or events, in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern for a period of at least one year from the date the financial statements are issued. This evaluation is based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued, including: a. The Company’s current financial condition, including its liquidity sources; b. The Company’s conditional and unconditional obligations due or anticipated within one year; c. The funds necessary to maintain the Company’s operations considering its current financial condition, obligations, and other expected cash flows; and d. Other conditions and events, when considered in conjunction with the above that may adversely affect the Company’s ability to meet its obligations. |
Reclassification | (d) Reclassification The Company has reclassified certain amounts between research and development and general and administrative expenses in prior periods to conform the presentation to the current period due to misclassification errors. Specifically in the three months ended March 31, 2017, legal expenses relating to patents of $62,000 have been reclassified from research and development expenses to general administrative expenses and certain property and insurance costs relating to research and development facilities of $650,000 have been reclassified from general and administrative expenses to research and development expenses. The Company has assessed the materiality of the classification errors in the prior period in accordance with the SEC’s guidance on assessing materiality, Staff Accounting Bulletin No. 99, Materiality, and determined that the errors are quantitatively and qualitatively not material. The operating expenses for comparative periods as previously reported and as presented after the reclassifications are as follows (in thousands): Three months ended As previously After Research and development $ $ General and administrative Total operating expenses $ $ |
Cash, cash equivalents and restricted cash | (e) Cash, cash equivalents and restricted cash The Company considers all highly-liquid investments with a maturity at acquisition date of three months or less to be cash equivalents. Cash and cash equivalents comprise cash balances and deposits with maturities of three months or less. The Company’s restricted cash consists of cash providing security for letters of credit in respect of lease agreements. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheet that sum to the total of the same such amounts shown in the statement of cash flows (in thousands). March 31, March 31, Cash and cash equivalents $ $ Restricted cash Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ $ |
Related parties | (f) Related parties Adaptimmune and Immunocore Limited (“Immunocore”) have a shared history and an overlap in shareholder base. The Company has historically entered into several agreements with Immunocore regarding the shared use of certain services including licensing and research collaboration. The Company believes its agreements are structured on an arm’s length basis. During the periods presented Immunocore has invoiced the Company in respect of services provided under a target collaboration agreement (under which certain target identification services were provided by Immunocore), which terminated on March 1, 2017, costs related to joint patents and in respect of property rent. |
New accounting pronouncements | (g) New accounting pronouncements Adopted in the period Intra-Entity Transfers of Assets Other Than Inventory The Company has adopted Accounting Standards Update (“ASU”) ASU 2016-16 - Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory issued by the Financial Accounting Standards Board (“FASB”) in October 2016, which requires that entities recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The guidance has been adopted on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption prospectively to all arrangements entered into or materially modified after January 1, 2017. The adoption of this guidance did not have any impact on the financial position, results of operations or cash flows. To be adopted in future periods Revenue from contracts with customers In May 2014, the FASB issued ASU 2014-09 - Revenue from Contracts with Customers (“ASU 2014-09”) which requires a new approach to revenue recognition and in March, April, May and December 2016, the FASB issued additional clarification related to this guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. The guidance is effective for the fiscal year beginning January 1, 2018, including interim reporting periods within that reporting period. Earlier application is permitted. The Company intends to adopt the guidance with effect from January 1, 2018. The guidance can be adopted retrospectively to each prior reporting period presented, subject to certain practical expedients, or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application. The Company is in the process of assessing the impact of the guidance as it relates to its collaboration and license agreement with GSK (the “GSK Collaboration and License Arrangement”). The Company’s preliminary assessment is substantially complete but there are several complex issues that are being considered. Once these issues are resolved, the Company will determine the transition method which will be applied and evaluate the disclosure requirements. The adoption of ASU 2014-09 may have a material effect on the Company’s financial statements but the quantitative effect cannot be reasonably estimated at this time. The Company continues to monitor additional changes, modifications, clarifications or interpretations undertaken by the FASB, which may impact its assessment. Accounting for leases In February 2016, the FASB issued ASU 2016-02 - Leases . The guidance requires that lessees recognize a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term at the commencement date. The guidance also makes targeted improvements to align lessor accounting with the lessee accounting model and guidance on revenue from contracts with customers. The guidance is effective for the fiscal year beginning January 1, 2019, including interim periods within that fiscal year. Early application is permitted. The guidance must be adopted on a modified retrospective transition approach for leases existing, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is currently evaluating the impact of the guidance on the consolidated financial statements. Recognition and measurement of financial assets and financial liabilities In January 2016, the FASB issued ASU 2016-01 - Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities , which amended the guidance on the recognition and measurement of financial assets and financial liabilities. The new guidance requires that equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) are measured at fair value with changes in fair value recognized in net income. The guidance also requires the use of an exit price when measuring the fair value of financial instruments for disclosure purposes, eliminates the requirement to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost and requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset. The guidance is effective for the fiscal year beginning January 1, 2018, including interim periods within that fiscal year. The Company does not believe the adoption of the guidance will have a material impact on the consolidated financial statements. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Summary of Significant Accounting Policies | |
Schedule operating expenses for comparative periods as previously reported and as presented after the reclassifications | The operating expenses for comparative periods as previously reported and as presented after the reclassifications are as follows (in thousands): Three months ended As previously After Research and development $ $ General and administrative Total operating expenses $ $ |
Schedule of the reconciliation of cash, cash equivalents, and restricted cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheet that sum to the total of the same such amounts shown in the statement of cash flows (in thousands). March 31, March 31, Cash and cash equivalents $ $ Restricted cash Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ $ |
Property, plant and equipment23
Property, plant and equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property, plant and equipment, net | |
Schedule of property, plant and equipment, net | Property, plant and equipment, net consisted of the following (in thousands): March 31, December 31, Computer equipment $ $ Laboratory equipment Office equipment Leasehold improvements Assets under construction Less accumulated depreciation ) ) $ $ |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Intangible assets, net | |
Schedule of intangible assets, net | Intangible assets, net consisted of the following (in thousands): March 31, December 31, Acquired software licenses $ $ Licensed IP rights — completed technology used in research and development Less accumulated amortization ) ) $ $ |
Accrued expenses and other cu25
Accrued expenses and other current liabilities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accrued expenses and other current liabilities | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, December 31, Accrued clinical and development expenses $ $ Accrued employee compensation and benefits payable Accrued capital expenditure Value added tax (VAT) — Other accrued purchases Other current liabilities $ $ |
Contingencies and commitments (
Contingencies and commitments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Contingencies and commitments | |
Summary of future minimum lease payments under operating leases | Future minimum lease payments under operating leases at March 31, 2017 are presented below (in thousands): March 31, 2017 $ 2018 2019 2020 2021 Thereafter $ |
Share-based compensation (Table
Share-based compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Share-based compensation | |
Summary of share-based compensation expense included in the unaudited consolidated statements of operations | The following table shows the total share-based compensation expense included in the unaudited consolidated statements of operations (thousands): Three months ended 2017 2016 Research and development $ $ General and administrative $ $ |
General (Details)
General (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
General | ||
Accumulated deficit | $ 183,274 | $ 161,492 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies - Reclassification - General Information (Details) - Restatement Adjustment | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Reclassification of legal expenses relating to patents | Research and development | |
Operating expenses | |
Legal expenses related to patents | $ (62,000) |
Reclassification of legal expenses relating to patents | General and administrative | |
Operating expenses | |
Legal expenses related to patents | 62,000 |
Reclassification of property and insurance costs relating to research and development facilities | Research and development | |
Operating expenses | |
Property and insurance costs | 650,000 |
Reclassification of property and insurance costs relating to research and development facilities | General and administrative | |
Operating expenses | |
Property and insurance costs | $ (650,000) |
Summary of Significant Accoun30
Summary of Significant Accounting Policies - Reclassification - Tabular Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Operating expenses | ||
Research and development | $ 18,615 | $ 14,476 |
General and administrative | 6,463 | 5,267 |
Total operating expenses | $ 25,078 | 19,743 |
Previously Reported | ||
Operating expenses | ||
Research and development | 13,888 | |
General and administrative | 5,855 | |
Total operating expenses | $ 19,743 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Summary of Significant Accounting Policies | ||||
Cash and cash equivalents | $ 170,559 | $ 158,779 | $ 163,766 | |
Restricted cash | 4,049 | 4,017 | 4,413 | |
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ 174,608 | $ 162,796 | $ 168,179 | $ 198,771 |
Loss per share (Details)
Loss per share (Details) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share options | ||
Antidilutive securities | ||
Potentially dilutive equity instruments excluded from the diluted loss per share (in shares) | 67,828,170 | 44,159,031 |
Property, plant and equipment33
Property, plant and equipment, net - Tabular Disclosure (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Property, plant and equipment | ||
Property, plant & equipment, gross | $ 40,661 | $ 32,422 |
Less accumulated depreciation | (5,569) | (4,523) |
Property, plant & equipment, net | 35,092 | 27,899 |
Computer equipment | ||
Property, plant and equipment | ||
Property, plant & equipment, gross | 2,087 | 1,904 |
Laboratory equipment | ||
Property, plant and equipment | ||
Property, plant & equipment, gross | 12,429 | 11,423 |
Office equipment | ||
Property, plant and equipment | ||
Property, plant & equipment, gross | 294 | 265 |
Leasehold improvements | ||
Property, plant and equipment | ||
Property, plant & equipment, gross | 8,271 | 4,498 |
Assets under construction | ||
Property, plant and equipment | ||
Property, plant & equipment, gross | $ 17,580 | $ 14,332 |
Property, plant and equipment34
Property, plant and equipment, net - Depreciation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Property, plant and equipment, net | ||
Depreciation expense | $ 986 | $ 707 |
Intangible assets, net - Tabula
Intangible assets, net - Tabular Disclosure (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Intangible assets, net | ||
Acquired software licenses | $ 1,599 | $ 1,493 |
Less accumulated amortization | (289) | (225) |
Intangible assets, net | 1,310 | 1,268 |
Acquired software licenses | ||
Intangible assets, net | ||
Acquired software licenses | 1,414 | 1,310 |
Licensed IP rights ? completed technology used in research and development | ||
Intangible assets, net | ||
Acquired software licenses | $ 185 | $ 183 |
Intangible assets, net - Amorti
Intangible assets, net - Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Intangible assets, net | ||
Amortization expense | $ 60 | $ 38 |
Accrued expenses and other cu37
Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Accrued expenses and other current liabilities | ||
Accrued liabilities for clinical and development expenses | $ 5,373 | $ 4,938 |
Accrued employee compensation and benefits payable | 2,767 | 4,539 |
Accrued capital expenditure | 4,190 | 3,954 |
Value added tax (VAT) | 2,014 | |
Other accrued purchases | 1,498 | 1,003 |
Other current liabilities | 1,282 | 1,080 |
Total | 15,110 | $ 17,528 |
Milestone payments | $ 0 |
Contingencies and commitments -
Contingencies and commitments - Future Minimum Lease Payments (Details) $ in Thousands | Mar. 31, 2017USD ($) |
Future minimum payments under operating leases | |
2,017 | $ 1,794 |
2,018 | 2,776 |
2,019 | 3,389 |
2,020 | 3,271 |
2,021 | 3,155 |
Thereafter | 17,843 |
Total | $ 32,228 |
Contingencies and commitments39
Contingencies and commitments - Lease Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Contingencies and commitments | ||
Lease expenses | $ 1,027 | $ 425 |
Contingencies and commitments40
Contingencies and commitments - Capital Commitments (Details) - Capital commitments $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Contingencies and commitments | |
Committed amount | $ 5,579 |
Period in which commitments will be expected to incur (in years) | 1 year |
Contingencies and commitments41
Contingencies and commitments - Clinical Trials and Contract Manufacturing Commitments (Details) - Clinical trials and contract manufacturing commitments - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Contingencies and commitments | ||
Other commitments | $ 68,278 | |
Other commitments, due within one year | 42,964 | |
Other commitments, due in one to three years | 18,846 | |
Other commitments, due in three to five years | 5,240 | |
Other commitments, due after five years | 1,228 | |
Subcontract costs | $ 7,705 | $ 3,553 |
Contingencies and commitments42
Contingencies and commitments - Collaborations and License Agreements (Details) - USD ($) | Jun. 16, 2016 | Feb. 29, 2016 | Nov. 30, 2015 | Mar. 31, 2017 | Dec. 31, 2012 | Sep. 26, 2016 |
Collaboration and License Agreement | ||||||
Milestone payments | $ 0 | |||||
ThermoFisher | ||||||
Collaboration and License Agreement | ||||||
Supply contract agreement period (in years) | 5 years | |||||
MD Anderson Strategic Alliance | ||||||
Collaboration and License Agreement | ||||||
Upfront license fees | 3,412,000 | |||||
Clinical trials commitment | MD Anderson Strategic Alliance | Minimum | ||||||
Collaboration and License Agreement | ||||||
Potential milestone payments | $ 19,644,000 | |||||
Collaborative arrangement | Universal Cells, Inc. | ||||||
Collaboration and License Agreement | ||||||
Upfront license and startup fees | $ 2,500,000 | |||||
Milestone payments | $ 3,000,000 | 500,000 | ||||
Potential milestone payments | $ 43,500,000 | |||||
Collaborative arrangement | Life Technologies Corp | ||||||
Collaboration and License Agreement | ||||||
Upfront license fees | $ 1,000,000 | |||||
Minimum annual royalties as a percentage of prior year running royalties (as a percent) | 50.00% |
Share-based compensation - Shar
Share-based compensation - Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Total share-based compensation expense included in the consolidated statements of operations | ||
Total share-based compensation expense | $ 2,686 | $ 2,074 |
Research and development | ||
Total share-based compensation expense included in the consolidated statements of operations | ||
Total share-based compensation expense | 1,359 | 893 |
General and administrative | ||
Total share-based compensation expense included in the consolidated statements of operations | ||
Total share-based compensation expense | $ 1,327 | $ 1,181 |
Share-based compensation - Opti
Share-based compensation - Options (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based compensation | ||
Number of options granted (in shares) | 18,950,976 | 13,575,554 |
Weighted average fair value (in dollars per share) | $ 0.34 | $ 0.89 |
Share-based compensation - Op45
Share-based compensation - Options Granted to Nonemployees (Details) - Nonemployees - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share based compensation | ||
Number of options granted outstanding (in shares) | 3,224,600 | |
Share based payment expense (benefit) | $ 205 | $ (314) |
Shareholders' equity (Details)
Shareholders' equity (Details) - USD ($) | Mar. 27, 2017 | Mar. 31, 2017 |
Stockholders' equity | ||
Proceeds from issuance of common stock | $ 61,397,000 | |
Common stock | ||
Stockholders' equity | ||
Stock issuance costs | $ 4,544,000 | |
Secondary Public Offering | ||
Stockholders' equity | ||
Issuance of shares represented by American Depositary Shares (in ADSs) | 15,700,223 | |
Share price per ADS (in dollars per share) | $ 4.20 | |
Secondary Public Offering | Common stock | ||
Stockholders' equity | ||
Issuance of stock (in shares) | 94,201,338 | |
Proceeds from issuance of common stock | $ 61,397,000 | |
Stock issuance costs | $ 4,544,000 |
Subsequent events (Details)
Subsequent events (Details) - USD ($) | Apr. 10, 2017 | Mar. 31, 2017 |
Proceeds from issuance of common stock | $ 61,397,000 | |
Common stock | ||
Stock issuance costs | $ 4,544,000 | |
Subsequent events | Matrix Capital Management Company, LP | ||
Issuance of shares represented by American Depositary Shares (in ADSs) | 7,000,000 | |
Share price per ADS (in dollars per share) | $ 6 | |
Subsequent events | Common stock | Matrix Capital Management Company, LP | ||
Issuance of stock (in shares) | 42,000,000 | |
Proceeds from issuance of common stock | $ 41,765,000 | |
Stock issuance costs | $ 235,000 |