Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 31, 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 | Sep. 30, 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 | 562,119,334 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 145,326 | $ 158,779 |
Short-term deposits | 22,694 | |
Marketable securities - available for sale debt securities | 86,532 | |
Accounts receivable, net of allowance for doubtful accounts of $0 and $0 | 4,063 | 1,480 |
Other current assets and prepaid expenses (including current portion of clinical materials) | 17,983 | 15,798 |
Total current assets | 253,904 | 198,751 |
Restricted cash | 4,232 | 4,017 |
Clinical materials | 2,096 | 2,580 |
Property, plant and equipment, net | 39,771 | 27,899 |
Intangibles, net | 1,374 | 1,268 |
Total assets | 301,377 | 234,515 |
Current liabilities | ||
Accounts payable (including amounts due to related parties of $00 and $326) | 2,489 | 11,350 |
Accrued expenses and other accrued liabilities (including amounts due to related parties of $1 and $39) | 23,491 | 17,528 |
Deferred revenue | 42,592 | 11,392 |
Total current liabilities | 68,572 | 40,270 |
Deferred revenue, non-current | 24,962 | |
Other liabilities, non-current | 3,820 | 3,141 |
Total liabilities | 72,392 | 68,373 |
Contingencies and commitments - Note 9 | ||
Stockholders' equity | ||
Common stock - Ordinary shares par value GBP 0.001, 701,103,126 authorized and 562,119,334 issued and outstanding (2016: 574,711,900 authorized and 424,775,092 issued and outstanding) | 854 | 683 |
Additional paid in capital | 452,553 | 341,200 |
Accumulated other comprehensive loss | (20,055) | (14,249) |
Accumulated deficit | (204,367) | (161,492) |
Total stockholders' equity | 228,985 | 166,142 |
Total liabilities and stockholders' equity | $ 301,377 | $ 234,515 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Thousands | Sep. 30, 2017£ / shares | Sep. 30, 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 | $ | 0 | 326 | ||
Accrued expenses and other accrued liabilities, due to related parties | $ | $ 1 | $ 39 | ||
Common stock, par value | £ / shares | £ 0.001 | £ 0.001 | ||
Common stock, shares authorized | shares | 701,103,126 | 574,711,900 | ||
Common stock, shares issued | shares | 562,119,334 | 424,775,092 | ||
Common stock, shares outstanding | shares | 562,119,334 | 424,775,092 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
Revenue | $ 27,185 | $ 2,416 | $ 33,563 | $ 5,662 |
Operating expenses | ||||
Research and development | (24,034) | (15,610) | (62,240) | (46,942) |
General and administrative | (8,111) | (5,424) | (22,284) | (16,863) |
Total operating expenses (including purchases from related parties, net of reimbursements of $67, $523, $781 and $1,852) | (32,145) | (21,034) | (84,524) | (63,805) |
Operating loss | (4,960) | (18,618) | (50,961) | (58,143) |
Interest income | 713 | 289 | 1,465 | 839 |
Interest expense | (8) | (14) | ||
Other income, net | 3,602 | (61) | 7,256 | 1,595 |
Loss before income taxes | (653) | (18,390) | (42,254) | (55,709) |
Income taxes | (225) | (104) | (621) | (456) |
Net loss attributable to ordinary shareholders | $ (878) | $ (18,494) | $ (42,875) | $ (56,165) |
Net loss per ordinary share | ||||
Basic and diluted (in dollars per share) | $ 0 | $ (0.04) | $ (0.08) | $ (0.13) |
Weighted average shares outstanding: | ||||
Basic and diluted (in shares) | 561,239,864 | 424,711,900 | 516,352,141 | 424,711,900 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
Operating expenses in relation to related parties, net of reimbursements | $ 67 | $ 523 | $ 781 | $ (1,852) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||||
Net loss | $ (878) | $ (18,494) | $ (42,875) | $ (56,165) |
Other comprehensive loss, net of tax | ||||
Foreign currency translation adjustments, net of tax of $0 and $0 | (1,623) | (779) | (2,932) | (5,649) |
Unrealized losses on available for sale debt securities | (1,578) | (2,874) | ||
Total comprehensive loss for the period | $ (4,079) | $ (19,273) | $ (48,681) | $ (61,814) |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||||
Foreign currency translation adjustments, tax | $ 0 | $ 0 | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENT OF CHANGE IN EQUITY - 9 months ended Sep. 30, 2017 - USD ($) $ in Thousands | Common stock | Additional paid in capital | Accumulated foreign currency translation adjustments | Accumulated unrealized gains (losses) on available for sale debt securities | Accumulated deficit | Total |
Balance at the beginning of the period at Dec. 31, 2016 | $ 683 | $ 341,200 | $ (14,249) | $ (161,492) | $ 166,142 | |
Balance at the beginning of the period (in shares) at Dec. 31, 2016 | 424,775,092 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | (42,875) | (42,875) | ||||
Issuance of common stock | $ 170 | 102,997 | 103,167 | |||
Issuance of common stock (in shares) | 136,201,338 | |||||
Issuance of shares upon exercise of stock options | $ 1 | 400 | 401 | |||
Issuance of shares upon exercise of stock options (in shares) | 1,142,904 | |||||
Foreign currency translation adjustments | (2,932) | (2,932) | ||||
Unrealized losses on available for sale debt securities | $ (2,874) | (2,874) | ||||
Share-based compensation expense | 7,956 | 7,956 | ||||
Balance at the end of the period at Sep. 30, 2017 | $ 854 | $ 452,553 | $ (17,181) | $ (2,874) | $ (204,367) | $ 228,985 |
Balance at the end of the period (in shares) at Sep. 30, 2017 | 562,119,334 |
CONDENSED CONSOLIDATED STATEME9
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (42,875,000) | $ (56,165,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 3,418,000 | 2,290,000 |
Amortization | 267,000 | 122,000 |
Share-based compensation expense | 7,956,000 | 6,825,000 |
Unrealized foreign exchange gains | (6,886,000) | (1,943,000) |
Other | 606,000 | |
Changes in operating assets and liabilities: | ||
Increase (decrease) in receivables and other operating assets | 4,180,000 | (912,000) |
Increase (decrease) in non-current operating assets | (484,000) | 2,041,000 |
Decrease (increase) in payables and deferred revenue | 859,000 | (2,796,000) |
Net cash used in operating activities | (32,959,000) | (50,538,000) |
Cash flows from investing activities | ||
Acquisition of property, plant and equipment | (22,791,000) | (4,840,000) |
Acquisition of intangibles | (288,000) | (1,024,000) |
Proceeds from disposal of property, plant and equipment | 550,000 | |
Maturity of short-term deposits | 40,645,000 | 49,497,000 |
Investment in short-term deposits | (18,000,000) | (42,837,000) |
Maturity or redemption of marketable securities | 7,032,000 | |
Investment in marketable securities | (93,218,000) | |
Net cash (used in) provided by investing activities | (86,070,000) | 796,000 |
Cash flows from financing activities | ||
Proceeds from issuance of common stock, after offering expenses of $4,774 | 103,167,000 | |
Proceeds from exercise of stock options | 401,000 | |
Net cash provided by financing activities | 103,568,000 | |
Effect of currency exchange rate changes on cash, cash equivalents and restricted cash | 2,223,000 | (4,443,000) |
Net decrease in cash and cash equivalents | (13,238,000) | (54,185,000) |
Cash, cash equivalents and restricted cash at start of period | 162,796,000 | 198,771,000 |
Cash, cash equivalents and restricted cash at end of period | $ 149,558,000 | $ 144,586,000 |
CONDENSED CONSOLIDATED STATEM10
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Common stock | |
Cash flows from financing activities | |
Stock issuance costs | $ 4,774 |
General
General | 9 Months Ended |
Sep. 30, 2017 | |
General | |
General | Note 1 - General Adaptimmune Therapeutics plc is registered in England and Wales. Its registered office is 60 Jubilee Avenue, Milton Park, Abingdon, Oxfordshire, OX14 4RX, 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 programs, 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 $204.4 million as of September 30, 2017. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 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) 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 cash and cash equivalents and short-term deposits are held with multiple banks and we monitor the credit rating of those banks. The Company maintains cash balances in excess of amounts insured by the Federal Deposit Insurance Corporation in the U.S. and the U.K. Government Financial Services Compensation Scheme in the U.K. 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). September 30, December 31, Cash and cash equivalents $ $ Restricted cash Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ $ (e) Available-for-sale debt securities At September 30, 2017, the Company has the following investments in available-for-sale debt securities, which are categorized as cash equivalents or marketable securities — available-for-sale debt securities on the balance sheet depending on their maturity at acquisition (in thousands): Maturity Amortized Gross Gross Foreign Aggregate Cash equivalents: Commercial paper Less than 3 months $ $ $ ) $ $ $ $ — $ ) $ $ Marketable securities: Corporate debt securities 3 months to 1 year $ $ $ ) $ $ $ $ $ ) $ $ Management determines the appropriate classification of its investments in available-for-sale debt securities at the time of purchase and reevaluates such designation as of each reporting date. The securities are classified as current or non-current marketable securities — available-for-sale debt securities based on the maturity dates and management’s intentions. At September 30, 2017, the Company has classified all of its available-for-sale debt securities, including those with maturities beyond one year, as current assets on the accompanying consolidated balance sheets based on the highly-liquid nature of these investment securities and because these investment securities are considered available for use in current operations. The investment in available-for-sale debt securities is measured at fair value at each reporting date. Unrealized gains and losses are excluded from earnings and are reported as a component of comprehensive loss. Realized gains and losses, interest income and amortization of premiums and discounts at acquisition are included in other income (expense), net. In the three months and nine months ended September 30, 2017, proceeds from the maturity or redemption of available for sales securities were $7,032,000. There were no realized gains or losses recognized on the maturity of available-for-sale securities during the three and nine months ended September 30, 2017 and, as a result, the Company did not reclassify any amount out of accumulated other comprehensive loss for the same period. At each reporting date, the Company assesses whether each individual investment is impaired, which occurs if the fair value is less than the amortized cost, adjusted for amortization of premiums and discounts at acquisition. If the investment is impaired, the impairment is assessed to determine if it is other than temporary. Impairments judged to be other than temporary are included in other income (expense), net when they are identified. At September 30, 2017, the aggregate fair value of securities held by the Company in an unrealized loss position was $85,630,000, which consisted of 39 securities. No securities have been in an unrealized loss position for more than one year. At September 30, 2017, these securities are not considered to be other than temporarily impaired because the impairments are not severe, have been for a short duration and are due to normal market and exchange rate fluctuations. Furthermore, the Company does not intend to sell the debt securities in an unrealized loss position and it is unlikely that the Company will be required to sell these securities before the recovery of the amortized cost. The cost of securities sold is based on the specific-identification method. Interest on debt securities is included in interest income. Our investment in available-for-sale debt securities is subject to credit risk. The Company’s investment policy limits investments to certain types of instruments, such as money market instruments and corporate debt securities, places restrictions on maturities and concentration by type and issuer and specifies the minimum credit ratings for all investments and the average credit quality of the portfolio. (f) Fair value measurements The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. The fair value hierarchy prioritizes valuation inputs based on the observable nature of those inputs. The hierarchy defines three levels of valuation inputs: Level 1 — Quoted prices in active markets for identical assets or liabilities Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly Level 3 — Unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability The carrying amounts of the Company’s cash and cash equivalents, short-term deposits, restricted cash, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short-term nature of these instruments. The fair value of marketable securities, which are measured at fair value on a recurring basis is detailed in Note 5, Fair value measurements . (g) Related parties The Company has historically entered into several agreements with Immunocore Limited (“Immunocore”). During the nine months ended September 30, 2017, Immunocore has invoiced the Company in respect of: (i) services provided under a target collaboration agreement (which terminated on March 1, 2017); (ii) costs relating to prosecution of jointly owned patents; and (iii) property rents. During the nine months ended September 30, 2017, all of the Company’s U.K-based research and development and corporate staff moved into the Company’s new building at Milton Park, Oxfordshire, which comprises laboratory and office space. Consequently, the Company’s lease from Immunocore of premises formerly used for research and development terminated on June 1, 2017 and the Company received $550,000 in relation to leasehold improvements as provided for under the lease. The lease of the Company’s former corporate office premises was assigned to Immunocore effective from July 1, 2017 in a transaction on arms-length terms. As of the closing of the Company’s registered direct offering of its American Depositary Shares on April 10, 2017, Immunocore held less than 5% of the Company’s shares. (h) 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. This guidance has been codified within Accounting Standard Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”). 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 Company intends to adopt the guidance retrospectively, with the cumulative effect of initially applying the guidance recognized at the date of initial application, with effect from January 1, 2018. Whilst the Company’s assessment of the impact of the guidance is substantially complete, the cumulative effect of adopting the guidance on our financial statements cannot reasonably be quantified at this time because it is dependent on estimates, such as the probability of future milestone payments, which cannot be determined until the date of initial application. However, the adoption of ASC 606 may have a material impact on the Company’s financial statements due to the following: · Under the collaboration and license agreement with GSK (the “GSK Agreement”), the Company will receive non-substantive milestone payments in the future upon achievement of specified development milestones. Non-substantive milestones are currently included within the transaction price upon achievement of the milestone and recognized over the period during which we are delivering services to GSK. ASC 606 requires an entity to estimate the amount of consideration to which the entity will be entitled in exchange for transferring the promised goods or services to a customer. This includes an estimate of variable consideration to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. This may result in milestone payments being recognized earlier under ASC 606 than under existing guidance, if it is considered probable that the milestone will be achieved. · Upfront payments and non-refundable milestone payments are currently recognized in revenue using the proportional performance model ratably over the period that services are rendered, unless another attribution method is determined to more closely approximate the delivery of the goods or services to the customer. ASC 606 requires an entity to recognize revenue using a measure of progress that depicts the transfer of control of the goods or services to the customer. We consider that an input measure, such as costs incurred or labor hours, relative to the total expected inputs will be the appropriate measure to depict the transfer of control of the services under the GSK Agreement. This may impact the timing of our revenue from the GSK Agreement. ASC 606 requires an entity to provide financial statement users with sufficient information to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. To help achieve this objective, ASC 606 requires certain quantitative and qualitative disclosures, which will be more extensive than our current revenue disclosures. The Company continues to monitor additional changes, modifications, clarifications or interpretations undertaken by the FASB, which may impact the Company’s assessment of ASC 606. 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. Measurement of Credit Losses on Financial Instruments In June 2016, the FASB issued ASC 2016-13 — Financial Instruments — Credit losses , which replaces the incurred loss impairment methodology for financial instruments in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance is effective for the fiscal year beginning January 1, 2020, including interim periods within that fiscal year. Early application is permitted for the fiscal year beginning January 1, 2019, including interim periods within that fiscal year. The guidance must be adopted using a modified-retrospective approach and a prospective transition approach is required for debt securities for which an other-than-temporary impairment had been recognized before the effective date. 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 | 9 Months Ended |
Sep. 30, 2017 | |
Revenue | |
Revenue | Note 3 — Revenue Revenue represents recognized income from the GSK Agreement which requires the Company to provide multiple deliverables to GSK. The GSK Agreement related to up to five target programs, the first of which was the NY-ESO SPEAR T-cell program. On September 7, 2017, and by way of an amendment agreement (the “Amendment”), GSK exercised its option to obtain an exclusive license to research, develop, and commercialize the Company’s NY-ESO SPEAR T-cell therapy program. The Amendment also specified the activities required to transition the NY-ESO SPEAR T-cell program to GSK. Transition of the program is targeted for completion during 2018. The exercise of the NY-ESO option and the Amendment has been accounted for as a modification of an existing arrangement. As of September 7, 2017, we have accounted for the modified arrangement as a multiple-element arrangement consisting of the following deliverables (i) an exclusive license to research, develop, and commercialize the Company’s NY-ESO SPEAR T-cell therapy program, (ii) the transitional development program for the NY-ESO Spear T-cell during the transition period, (iii) additional transitional services, when and if required by GSK and reimbursed when performed and (iv) the development of, and option to obtain an exclusive license to a second target, PRAME. As provided under the GSK Agreement, GSK continues to have the right to nominate three additional target peptides, excluding any targets on which work is already under way. Management does not consider this to be a deliverable at September 7, 2017, because it represents a substantive option not priced at a significant and incremental discount. After the transition, GSK will assume responsibility for all NY-ESO-related activities. Upon modification, the non-contingent arrangement consideration was allocated between the separate deliverables using the Company’s best estimate of the relative selling price. In determining the best estimate, the Company considered internal pricing objectives it used in negotiating the GSK Agreement and the Amendment, together with internal data regarding the cost and margin of providing services for each deliverable taking into account the different stage of development of each development program. Under the GSK Agreement, the Company received an upfront payment of $42.1 million in June 2014 and has achieved non-substantive development milestones of $49.3 million, of which $10.3 million were achieved in the nine months ended September 30, 2017. Upon exercise of the NY-ESO option, the Company is entitled to receive an option exercise fee of £30 million (approximately $38 million), of which $26.6 million was received in September 2017 and the remainder is payable upon transition of the program to GSK, which is expected to occur during 2018. The Company is entitled to further non-substantive milestone payments based on the achievement of development milestones by the Company relating to the NY-ESO SPEAR T-cell program. In addition to the development milestone payments due in relation to the NY-ESO SPEAR T-cell program, the Company is also entitled to non-substantive milestone payments based on achievement of development milestones under the PRAME SPEAR T-cell program, the second target program nominated by GSK under the GSK Agreement. The Company will also be entitled to further development and commercialization milestone payments based on achievement of specified milestones by GSK. The Company is entitled to royalties from GSK on all GSK sales of TCR therapeutic products licensed under the GSK Agreement, varying between a mid-single-digit percentage and a low-double-digit percentage of net sales. Sales milestones also apply once any TCR therapeutic covered by the GSK Agreement is on the market. The revenue allocated to the exclusive license to research, develop, and commercialize the Company’s NY-ESO SPEAR T-cell therapy program will be recognized as revenue upon commencement of the exclusive license, which occurs on completion of defined transition activities and transition of sponsorship of clinical programs to GSK. The revenue allocated to the transitional development program for the NY-ESO Spear T-cells and the development of, and option to obtain an exclusive license to a second target, PRAME is recognized using the proportional performance model in revenue systematically over the period in which the Company is delivering services under the GSK Agreement, which is determined to be the estimated duration of the development activities to be performed by Adaptimmune under the GSK Agreement. Management regularly reviews and monitors the performance of the GSK Agreement to determine the period over which the Company will be delivering services to GSK: and when a change in facts or circumstances occurs, the estimated is adjusted and the revenue is recognized based on the revised estimate. The difference between the cumulative revenue recognized based on the previous estimate and the revenue recognized based on the revised estimate is recognized as an adjustment to revenue in the period in which the change in estimate occurs. Upon the exercise of the NY-ESO option, the estimate of the period over which the Company will be delivering services to GSK in relation to the NY-ESO Spear T-Cell development program has significantly reduced, resulting in an increase in revenue amortization of $17.5 million in September 2017. Management estimates that all deferred revenue, totaling $42.6 million, will now be amortized within 12 months. The GSK Agreement is effective until all payment obligations expire. The GSK Agreement can also be terminated on a collaboration program-by-collaboration program basis by GSK for lack of feasibility or inability to meet certain agreed requirements. Both parties have rights to terminate the GSK Agreement for material breach upon 60 days’ written notice or immediately upon insolvency of the other party. GSK has additional rights to terminate either the GSK Agreement or any specific license or collaboration program on provision of 60 days’ notice to us. The Company also has rights to terminate any license where GSK ceases development or withdraws any licensed TCR therapeutic in specified circumstances. |
Loss per share
Loss per share | 9 Months Ended |
Sep. 30, 2017 | |
Loss per share | |
Loss per share | Note 4 — Loss per share The dilutive effect of 75,087,783, 47,392,118, 69,136,398 and 44,951,407 stock options for the three months ended September 30, 2017 and 2016 and the nine months ended September 30, 2017 and 2016, respectively have been excluded from the diluted loss per share calculation, because they would have an antidilutive effect on the loss per share for the period. |
Fair value measurements
Fair value measurements | 9 Months Ended |
Sep. 30, 2017 | |
Fair value measurements | |
Fair value measurements | Note 5 — Fair value measurements Assets and liabilities measured at fair value on a recurring basis based on Level 1, Level 2, and Level 3 fair value measurement criteria as of September 30, 2017 are as follows (in thousands): September 30, Fair Value Measurements Using 2017 Level 1 Level 2 Level 3 Assets: Marketable securities: Corporate debt securities $ $ $ — $ — The Company estimates the fair value of available-for-sale debt securities with the aid of a third party valuation service, which uses actual trade and indicative prices sourced from third-party providers on a daily basis to estimate the fair value. If observed market prices are not available (for example securities with short maturities and infrequent secondary market trades), the securities are priced using a valuation model maximizing observable inputs, including market interest rates. |
Property, plant and equipment,
Property, plant and equipment, net | 9 Months Ended |
Sep. 30, 2017 | |
Property, plant and equipment, net | |
Property, plant and equipment, net | Note 6 — Property, plant and equipment, net Property, plant and equipment, net consisted of the following (in thousands): September 30, December 31, Computer equipment $ $ Laboratory equipment Office equipment Leasehold improvements Assets under construction Less accumulated depreciation ) ) $ $ Depreciation expense was $1,395,000 and $779,000 for the three months ended September 30, 2017 and 2016, respectively, and $3,418,000 and $2,290,000 for the nine months ended September 30, 2017 and 2016, respectively. |
Intangible assets, net
Intangible assets, net | 9 Months Ended |
Sep. 30, 2017 | |
Intangible assets, net | |
Intangible assets, net | Note 7 — Intangible assets, net Intangible assets, net consisted of the following (in thousands): September 30, December 31, Acquired software licenses $ $ Licensed IP rights - completed technology used in R&D Less accumulated amortization ) ) $ $ Amortization expense was $108,000 and $40,000 for the three months ended September 30, 2017 and 2016, respectively, and $267,000 and $122,000 for the nine months ended September 30, 2017 and 2016, respectively. |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 9 Months Ended |
Sep. 30, 2017 | |
Accrued expenses and other current liabilities | |
Accrued expenses and other current liabilities | Note 8 — Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): September 30, December 31, Clinical & Development Accruals $ $ Accrued employee expenses Accrued capital expenditure VAT Accrued expenses Other $ $ The Company typically has a receivable for VAT. At September 30, 2017 and December 31, 2016, there was a VAT payable due to VAT arising on the milestone payments invoiced to GSK in the previous quarter. |
Contingencies and commitments
Contingencies and commitments | 9 Months Ended |
Sep. 30, 2017 | |
Contingencies and commitments | |
Contingencies and commitments | Note 9 — Contingencies and commitments Leases Future minimum lease payments under operating leases at September 30, 2017 are presented below (in thousands): September 30, 2017 $ 2018 2019 2020 2021 Thereafter $ The Company leases property under operating leases expiring through 2027. Lease expenses amounted to $802,000 and $327,000 for the three months ended September 30, 2017 and 2016 and $2,882,000 and $1,159,000 for the nine months ended September 30, 2017 and 2016, respectively, which is included within research and development and general and administrative expenses in the Company’s unaudited consolidated statements of operations. In May 2017, the Company entered into an agreement for the lease of a building at Milton Park, Oxfordshire, U.K. The term of the lease expires on October 23, 2041, with termination options exercisable by the Company on the fifth anniversary of the lease commencement date and at approximately five yearly intervals thereafter. The related lease commitments are included in the table above. Capital commitments At September 30, 2017, the Company had commitments for capital expenditure totaling $1,082,000, which the Company expects to incur within one year. Commitments for clinical materials, clinical trials and contract manufacturing At September 30, 2017, the Company had non-cancellable commitments for purchase of clinical materials, executing and administering clinical trials, and for contract manufacturing of $74,240,000, of which the Company expects to pay $34,163,000 within one year, $21,364,000 in one to three years, $17,535,000 in three to five years, and $1,178,000 after five years. The amount and timing of these payments vary depending on the rate of progress of development and clinical trial enrollment rates. The Company’s subcontracted costs for clinical trials and contract manufacturing were $29,587,000 and $15,908,000 for the nine months ended September 30, 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 the Company’s 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 the 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. As a result of GSK’s exercise of its option over the NY-ESO SPEAR T-cell program, the clinical trial and performance obligations covered by the agreement with Merck will transition to GSK at the same time as other clinical trials using the NY-ESO SPEAR T-cell. 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 are collaborating on a number of studies including clinical and preclinical development of the Company’s SPEAR T-cell therapies targeting NY-ESO and MAGE-A10 and will collaborate on 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 agreement, the Company has committed at least $19,644,000 to fund studies. 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 nine months ended September 30, 2017 and is obligated to 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 agreement may be terminated by either party for material breach by the other party. Individual studies may be terminated for, amongst other things, 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 further milestone payments of $0.8 million in 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 | 9 Months Ended |
Sep. 30, 2017 | |
Share-based compensation | |
Share-based compensation | Note 10 — 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 Nine months ended 2017 2016 2017 2016 Research and development $ $ $ $ General and administrative $ $ $ $ There were 8,756,211 and 2,414,576 options over ordinary shares granted in the three months ended September 30, 2017 and 2016, respectively, with a weighted average fair value of $0.34 and $0.74, respectively. There were 28,959,363 and 17,758,373 options over ordinary shares granted in the nine months ended September 30, 2017 and 2016, respectively, with a weighted average fair value of $0.34 and $0.74, respectively. There were 74,145,505 and 49,237,290 share options outstanding at September 30, 2017 and December 31, 2016. At September 30, 2017, there were 3,224,600 share options granted to nonemployees outstanding. Share-based compensation expense relating to non-employee options was an expense of $297,000 and a benefit of $24,000 in the three months ended September 30, 2017 and 2016, respectively, and an expense of $401,000 and a benefit of $139,000 in the nine months ended September 30, 2017 and 2016, respectively. |
Shareholders' equity
Shareholders' equity | 9 Months Ended |
Sep. 30, 2017 | |
Shareholders' equity | |
Shareholders' equity | Note 11 — Shareholders’ equity 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. 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 $41,770,000 after deducting offering expenses of $230,000. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 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. |
Cash, cash equivalents and restricted cash | (d) 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 cash and cash equivalents and short-term deposits are held with multiple banks and we monitor the credit rating of those banks. The Company maintains cash balances in excess of amounts insured by the Federal Deposit Insurance Corporation in the U.S. and the U.K. Government Financial Services Compensation Scheme in the U.K. 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). September 30, December 31, Cash and cash equivalents $ $ Restricted cash Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ $ |
Available-for-sale debt securities | (e) Available-for-sale debt securities At September 30, 2017, the Company has the following investments in available-for-sale debt securities, which are categorized as cash equivalents or marketable securities — available-for-sale debt securities on the balance sheet depending on their maturity at acquisition (in thousands): Maturity Amortized Gross Gross Foreign Aggregate Cash equivalents: Commercial paper Less than 3 months $ $ $ ) $ $ $ $ — $ ) $ $ Marketable securities: Corporate debt securities 3 months to 1 year $ $ $ ) $ $ $ $ $ ) $ $ Management determines the appropriate classification of its investments in available-for-sale debt securities at the time of purchase and reevaluates such designation as of each reporting date. The securities are classified as current or non-current marketable securities — available-for-sale debt securities based on the maturity dates and management’s intentions. At September 30, 2017, the Company has classified all of its available-for-sale debt securities, including those with maturities beyond one year, as current assets on the accompanying consolidated balance sheets based on the highly-liquid nature of these investment securities and because these investment securities are considered available for use in current operations. The investment in available-for-sale debt securities is measured at fair value at each reporting date. Unrealized gains and losses are excluded from earnings and are reported as a component of comprehensive loss. Realized gains and losses, interest income and amortization of premiums and discounts at acquisition are included in other income (expense), net. In the three months and nine months ended September 30, 2017, proceeds from the maturity or redemption of available for sales securities were $7,032,000. There were no realized gains or losses recognized on the maturity of available-for-sale securities during the three and nine months ended September 30, 2017 and, as a result, the Company did not reclassify any amount out of accumulated other comprehensive loss for the same period. At each reporting date, the Company assesses whether each individual investment is impaired, which occurs if the fair value is less than the amortized cost, adjusted for amortization of premiums and discounts at acquisition. If the investment is impaired, the impairment is assessed to determine if it is other than temporary. Impairments judged to be other than temporary are included in other income (expense), net when they are identified. At September 30, 2017, the aggregate fair value of securities held by the Company in an unrealized loss position was $85,630,000, which consisted of 39 securities. No securities have been in an unrealized loss position for more than one year. At September 30, 2017, these securities are not considered to be other than temporarily impaired because the impairments are not severe, have been for a short duration and are due to normal market and exchange rate fluctuations. Furthermore, the Company does not intend to sell the debt securities in an unrealized loss position and it is unlikely that the Company will be required to sell these securities before the recovery of the amortized cost. The cost of securities sold is based on the specific-identification method. Interest on debt securities is included in interest income. Our investment in available-for-sale debt securities is subject to credit risk. The Company’s investment policy limits investments to certain types of instruments, such as money market instruments and corporate debt securities, places restrictions on maturities and concentration by type and issuer and specifies the minimum credit ratings for all investments and the average credit quality of the portfolio. |
Fair value measurements | (f) Fair value measurements The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. The fair value hierarchy prioritizes valuation inputs based on the observable nature of those inputs. The hierarchy defines three levels of valuation inputs: Level 1 — Quoted prices in active markets for identical assets or liabilities Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly Level 3 — Unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability The carrying amounts of the Company’s cash and cash equivalents, short-term deposits, restricted cash, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short-term nature of these instruments. The fair value of marketable securities, which are measured at fair value on a recurring basis is detailed in Note 5, Fair value measurements . |
Related parties | (g) Related parties The Company has historically entered into several agreements with Immunocore Limited (“Immunocore”). During the nine months ended September 30, 2017, Immunocore has invoiced the Company in respect of: (i) services provided under a target collaboration agreement (which terminated on March 1, 2017); (ii) costs relating to prosecution of jointly owned patents; and (iii) property rents. During the nine months ended September 30, 2017, all of the Company’s U.K-based research and development and corporate staff moved into the Company’s new building at Milton Park, Oxfordshire, which comprises laboratory and office space. Consequently, the Company’s lease from Immunocore of premises formerly used for research and development terminated on June 1, 2017 and the Company received $550,000 in relation to leasehold improvements as provided for under the lease. The lease of the Company’s former corporate office premises was assigned to Immunocore effective from July 1, 2017 in a transaction on arms-length terms. As of the closing of the Company’s registered direct offering of its American Depositary Shares on April 10, 2017, Immunocore held less than 5% of the Company’s shares. |
New accounting pronouncements | (h) 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. This guidance has been codified within Accounting Standard Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”). 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 Company intends to adopt the guidance retrospectively, with the cumulative effect of initially applying the guidance recognized at the date of initial application, with effect from January 1, 2018. Whilst the Company’s assessment of the impact of the guidance is substantially complete, the cumulative effect of adopting the guidance on our financial statements cannot reasonably be quantified at this time because it is dependent on estimates, such as the probability of future milestone payments, which cannot be determined until the date of initial application. However, the adoption of ASC 606 may have a material impact on the Company’s financial statements due to the following: · Under the collaboration and license agreement with GSK (the “GSK Agreement”), the Company will receive non-substantive milestone payments in the future upon achievement of specified development milestones. Non-substantive milestones are currently included within the transaction price upon achievement of the milestone and recognized over the period during which we are delivering services to GSK. ASC 606 requires an entity to estimate the amount of consideration to which the entity will be entitled in exchange for transferring the promised goods or services to a customer. This includes an estimate of variable consideration to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. This may result in milestone payments being recognized earlier under ASC 606 than under existing guidance, if it is considered probable that the milestone will be achieved. · Upfront payments and non-refundable milestone payments are currently recognized in revenue using the proportional performance model ratably over the period that services are rendered, unless another attribution method is determined to more closely approximate the delivery of the goods or services to the customer. ASC 606 requires an entity to recognize revenue using a measure of progress that depicts the transfer of control of the goods or services to the customer. We consider that an input measure, such as costs incurred or labor hours, relative to the total expected inputs will be the appropriate measure to depict the transfer of control of the services under the GSK Agreement. This may impact the timing of our revenue from the GSK Agreement. ASC 606 requires an entity to provide financial statement users with sufficient information to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. To help achieve this objective, ASC 606 requires certain quantitative and qualitative disclosures, which will be more extensive than our current revenue disclosures. The Company continues to monitor additional changes, modifications, clarifications or interpretations undertaken by the FASB, which may impact the Company’s assessment of ASC 606. 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. Measurement of Credit Losses on Financial Instruments In June 2016, the FASB issued ASC 2016-13 — Financial Instruments — Credit losses , which replaces the incurred loss impairment methodology for financial instruments in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance is effective for the fiscal year beginning January 1, 2020, including interim periods within that fiscal year. Early application is permitted for the fiscal year beginning January 1, 2019, including interim periods within that fiscal year. The guidance must be adopted using a modified-retrospective approach and a prospective transition approach is required for debt securities for which an other-than-temporary impairment had been recognized before the effective date. 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 Accoun23
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Summary of Significant Accounting Policies | |
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). September 30, December 31, Cash and cash equivalents $ $ Restricted cash Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ $ |
Schedule of investments in available-for-sale debt securities categorized as cash equivalents or marketable securities | At September 30, 2017, the Company has the following investments in available-for-sale debt securities, which are categorized as cash equivalents or marketable securities — available-for-sale debt securities on the balance sheet depending on their maturity at acquisition (in thousands): Maturity Amortized Gross Gross Foreign Aggregate Cash equivalents: Commercial paper Less than 3 months $ $ $ ) $ $ $ $ — $ ) $ $ Marketable securities: Corporate debt securities 3 months to 1 year $ $ $ ) $ $ $ $ $ ) $ $ |
Fair value measurements (Tables
Fair value measurements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair value measurements | |
Summary of fair value of Assets and liabilities on a recurring basis based on fair value measurement criteria | Assets and liabilities measured at fair value on a recurring basis based on Level 1, Level 2, and Level 3 fair value measurement criteria as of September 30, 2017 are as follows (in thousands): September 30, Fair Value Measurements Using 2017 Level 1 Level 2 Level 3 Assets: Marketable securities: Corporate debt securities $ $ $ — $ — |
Property, plant and equipment25
Property, plant and equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property, plant and equipment, net | |
Schedule of property, plant and equipment, net | Property, plant and equipment, net consisted of the following (in thousands): September 30, December 31, Computer equipment $ $ Laboratory equipment Office equipment Leasehold improvements Assets under construction Less accumulated depreciation ) ) $ $ |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Intangible assets, net | |
Schedule of intangible assets, net | Intangible assets, net consisted of the following (in thousands): September 30, December 31, Acquired software licenses $ $ Licensed IP rights - completed technology used in R&D Less accumulated amortization ) ) $ $ |
Accrued expenses and other cu27
Accrued expenses and other current liabilities (Tables) | 9 Months Ended |
Sep. 30, 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): September 30, December 31, Clinical & Development Accruals $ $ Accrued employee expenses Accrued capital expenditure VAT Accrued expenses Other $ $ |
Contingencies and commitments (
Contingencies and commitments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Contingencies and commitments | |
Summary of future minimum lease payments under operating leases | Future minimum lease payments under operating leases at September 30, 2017 are presented below (in thousands): September 30, 2017 $ 2018 2019 2020 2021 Thereafter $ |
Share-based compensation (Table
Share-based compensation (Tables) | 9 Months Ended |
Sep. 30, 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 Nine months ended 2017 2016 2017 2016 Research and development $ $ $ $ General and administrative $ $ $ $ |
General (Details)
General (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
General | ||
Accumulated deficit | $ (204,367) | $ (161,492) |
Summary of Significant Accoun31
Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Summary of Significant Accounting Policies | ||||
Cash and cash equivalents | $ 145,326 | $ 158,779 | ||
Restricted cash | 4,232 | 4,017 | ||
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ 149,558 | $ 162,796 | $ 144,586 | $ 198,771 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies - Available-for-sale securities (Details) | 3 Months Ended | 6 Months Ended | 9 Months Ended |
Sep. 30, 2017USD ($)security | Jun. 30, 2017 | Sep. 30, 2017USD ($)security | |
Available-for-sale securities | |||
Aggregate Estimated Fair Value | $ 85,630,000,000 | $ 85,630,000,000 | |
Proceeds from the maturity or redemption of available for sales securities | 7,032,000 | 7,032,000 | |
Realized gains or losses | $ 0 | $ 0 | |
Number of Available for Sale Securities in an unrealized loss position | security | 39 | 39 | |
Cash equivalents | |||
Available-for-sale securities | |||
Amortized cost | $ 1,099,000 | $ 1,099,000 | |
Gross Unrealized Losses | 20,000 | 20,000 | |
Foreign currency translation adjustment | 20,000 | 20,000 | |
Aggregate Estimated Fair Value | 1,099,000 | 1,099,000 | |
Marketable securities | |||
Available-for-sale securities | |||
Amortized cost | 86,575,000 | 86,575,000 | |
Gross Unrealized Gains | 1,000 | 1,000 | |
Gross Unrealized Losses | 2,774,000 | 2,774,000 | |
Foreign currency translation adjustment | 2,730,000 | 2,730,000 | |
Aggregate Estimated Fair Value | 86,532,000 | 86,532,000 | |
Commercial Paper Maturity Period Less Than Three Months | Cash equivalents | |||
Available-for-sale securities | |||
Amortized cost | 1,099,000 | 1,099,000 | |
Gross Unrealized Losses | 20,000 | 20,000 | |
Foreign currency translation adjustment | 20,000 | 20,000 | |
Aggregate Estimated Fair Value | 1,099,000 | 1,099,000 | |
Corporate Debt Securities Maturity Period One Year or Less | |||
Available-for-sale securities | |||
Gross Unrealized Losses | 0 | 0 | |
Corporate Debt Securities Maturity Period Three Months To One Year | Marketable securities | |||
Available-for-sale securities | |||
Amortized cost | 86,575,000 | 86,575,000 | |
Gross Unrealized Gains | 1,000 | 1,000 | |
Gross Unrealized Losses | 2,774,000 | 2,774,000 | |
Foreign currency translation adjustment | 2,730,000 | 2,730,000 | |
Aggregate Estimated Fair Value | $ 86,532,000 | $ 86,532,000 | |
Minimum | Corporate Debt Securities Maturity Period Three Months To One Year | Marketable securities | |||
Available-for-sale securities | |||
Available For Sale Securities Debt Maturity Period | 3 months | ||
Maximum | |||
Available-for-sale securities | |||
Available For Sale Securities Debt Maturity Period | 1 year | ||
Maximum | Commercial Paper Maturity Period Less Than Three Months | Cash equivalents | |||
Available-for-sale securities | |||
Available For Sale Securities Debt Maturity Period | 3 months | ||
Maximum | Corporate Debt Securities Maturity Period Three Months To One Year | Marketable securities | |||
Available-for-sale securities | |||
Available For Sale Securities Debt Maturity Period | 1 year |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Related parties (Details) - Immunocore - USD ($) $ in Thousands | Apr. 10, 2017 | Sep. 30, 2017 |
Related parties | ||
Proceeds from sale of leasehold improvements on termination of lease agreement | $ 550,000 | |
Maximum | ||
Related parties | ||
Percentage of shares ceased to be held by Immunocore | 5.00% |
Revenue (Details)
Revenue (Details) $ in Thousands, £ in Millions | 1 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017USD ($) | Jun. 30, 2014USD ($) | Sep. 30, 2017USD ($)item | Sep. 30, 2017GBP (£) | Sep. 30, 2017USD ($) | Dec. 31, 2016USD ($) | |
Collaboration and License Agreement | ||||||
Deferred revenue | $ 42,592 | $ 11,392 | ||||
Collaborative arrangement | GlaxoSmithKline Intellectual Property Development Ltd | ||||||
Collaboration and License Agreement | ||||||
Number of Target programs | item | 5 | |||||
Number of additional target peptides, that the entity has right to nominate | item | 3 | |||||
Upfront payment received | $ 42,100 | |||||
Amount of non-substantive development milestones | $ 49,300 | |||||
Milestone payments received | $ 10,300 | |||||
License exercise fee, receivable | £ 30 | 38,000 | ||||
Option exercise fee, received | $ 26,600 | |||||
Increase in revenue amortization | $ 17,500 | |||||
Deferred revenue | $ 42,600 | |||||
Deferred revenue amortization period | 12 months | |||||
Written notice period required to be served for the termination of agreement for material breach (in days) | 60 days | |||||
Notice period required to be served for the termination of agreement or specific program (in days) | 60 days |
Loss per share (Details)
Loss per share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share options | ||||
Antidilutive securities | ||||
Weighted average number of share options (in shares) | 75,087,783 | 47,392,118 | 69,136,398 | 44,951,407 |
Fair value measurements (Detail
Fair value measurements (Details) $ in Thousands | Sep. 30, 2017USD ($) |
Marketable securities: | |
Corporate debt securities | $ 86,532 |
Recurring basis | Corporate debt securities | |
Marketable securities: | |
Corporate debt securities | 86,532 |
Recurring basis | Level 1 | Corporate debt securities | |
Marketable securities: | |
Corporate debt securities | 86,532 |
Recurring basis | Level 3 | Corporate debt securities | |
Marketable securities: | |
Corporate debt securities | $ 0 |
Property, plant and equipment37
Property, plant and equipment, net - Tabular Disclosure (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Property, plant and equipment | ||
Property, plant & equipment, gross | $ 47,551 | $ 32,422 |
Less accumulated depreciation | (7,780) | (4,523) |
Property, plant & equipment, net | 39,771 | 27,899 |
Computer equipment | ||
Property, plant and equipment | ||
Property, plant & equipment, gross | 2,339 | 1,904 |
Laboratory equipment | ||
Property, plant and equipment | ||
Property, plant & equipment, gross | 16,978 | 11,423 |
Office equipment | ||
Property, plant and equipment | ||
Property, plant & equipment, gross | 837 | 265 |
Leasehold improvements | ||
Property, plant and equipment | ||
Property, plant & equipment, gross | 27,268 | 4,498 |
Assets under construction | ||
Property, plant and equipment | ||
Property, plant & equipment, gross | $ 129 | $ 14,332 |
Property, plant and equipment38
Property, plant and equipment, net - Depreciation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Property, plant and equipment, net | ||||
Depreciation expense | $ 1,395 | $ 779 | $ 3,418 | $ 2,290 |
Intangible assets, net - Tabula
Intangible assets, net - Tabular Disclosure (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Intangible assets, net | ||
Acquired software licenses | $ 1,897 | $ 1,493 |
Less accumulated amortization | (523) | (225) |
Intangible assets, net | 1,374 | 1,268 |
Acquired software licenses | ||
Intangible assets, net | ||
Acquired software licenses | 1,699 | 1,310 |
Licensed IP rights - completed technology used in R&D | ||
Intangible assets, net | ||
Acquired software licenses | $ 198 | $ 183 |
Intangible assets, net - Amorti
Intangible assets, net - Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Intangible assets, net | ||||
Amortization expense | $ 108 | $ 40 | $ 267 | $ 122 |
Accrued expenses and other cu41
Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Accrued expenses and other current liabilities | ||
Clinical & Development Accruals | $ 7,540 | $ 4,938 |
Accrued employee expenses | 5,351 | 4,539 |
Accrued capital expenditure | 709 | 3,954 |
VAT | 6,067 | 2,014 |
Accrued expenses | 3,486 | 1,003 |
Other | 338 | 1,080 |
Total | $ 23,491 | $ 17,528 |
Contingencies and commitments -
Contingencies and commitments - Future Minimum Lease Payments (Details) $ in Thousands | Sep. 30, 2017USD ($) |
Future minimum payments under operating leases | |
2,017 | $ 479 |
2,018 | 3,051 |
2,019 | 3,755 |
2,020 | 3,797 |
2,021 | 3,841 |
Thereafter | 18,917 |
Total | $ 33,840 |
Contingencies and commitments43
Contingencies and commitments - Lease Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Contingencies and commitments | ||||
Lease expenses | $ 802 | $ 327 | $ 2,882 | $ 1,159 |
Contingencies and commitments44
Contingencies and commitments - Capital Commitments (Details) - Capital commitments $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Contingencies and commitments | |
Committed amount | $ 1,082 |
Period in which commitments will be expected to incur (in years) | 1 year |
Contingencies and commitments45
Contingencies and commitments - Clinical Trials and Contract Manufacturing Commitments (Details) - Clinical trials and contract manufacturing commitments - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Contingencies and commitments | ||
Other commitments | $ 74,240 | |
Other commitments, due within one year | 34,163 | |
Other commitments, due in one to three years | 21,364 | |
Other commitments, due in three to five years | 17,535 | |
Other commitments, due after five years | 1,178 | |
Subcontract costs | $ 29,587 | $ 15,908 |
Contingencies and commitments46
Contingencies and commitments - Collaborations and License Agreements (Details) - USD ($) $ in Thousands | Jun. 16, 2016 | Feb. 29, 2016 | Nov. 30, 2015 | Sep. 30, 2017 | Dec. 31, 2012 | Mar. 31, 2017 | Sep. 26, 2016 |
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 | ||||||
Clinical trials commitment | MD Anderson Strategic Alliance | Minimum | |||||||
Collaboration and License Agreement | |||||||
Potential milestone payments | $ 19,644 | ||||||
Collaborative arrangement | Universal Cells, Inc. | |||||||
Collaboration and License Agreement | |||||||
Potential milestone payments | $ 43,500 | ||||||
Upfront license and startup fees | $ 2,500 | ||||||
Milestone payments | $ 3,000 | $ 800 | |||||
Collaborative arrangement | Life Technologies Corp | |||||||
Collaboration and License Agreement | |||||||
Upfront license fees | $ 1,000 | ||||||
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 | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Total share-based compensation expense included in the consolidated statements of operations | ||||
Total share-based compensation expense | $ 3,199 | $ 2,286 | $ 7,956 | $ 6,825 |
Research and development | ||||
Total share-based compensation expense included in the consolidated statements of operations | ||||
Total share-based compensation expense | 1,683 | 1,170 | 3,912 | 3,438 |
General and administrative | ||||
Total share-based compensation expense included in the consolidated statements of operations | ||||
Total share-based compensation expense | $ 1,516 | $ 1,116 | $ 4,044 | $ 3,387 |
Share-based compensation - Opti
Share-based compensation - Options (Details) - $ / shares | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Share-based compensation | |||||
Number of options granted (in shares) | 8,756,211 | 2,414,576 | 28,959,363 | 17,758,373 | |
Weighted average fair value (in dollars per share) | $ 0.34 | $ 0.74 | $ 0.34 | $ 0.74 | |
Number of options outstanding (in share) | 74,145,505 | 74,145,505 | 49,237,290 |
Share-based compensation - Op49
Share-based compensation - Options Granted to Nonemployees (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Share based compensation | |||||
Number of options granted outstanding (in shares) | 74,145,505 | 74,145,505 | 49,237,290 | ||
Nonemployees | |||||
Share based compensation | |||||
Number of options granted outstanding (in shares) | 3,224,600 | 3,224,600 | |||
Share based payment expense (benefit) | $ 297 | $ (24) | $ 401 | $ (139) |
Shareholders' equity (Details)
Shareholders' equity (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 10, 2017 | Mar. 27, 2017 | Sep. 30, 2017 |
Stockholders' equity | |||
Proceeds from issuance of common stock | $ 103,167 | ||
Common stock | |||
Stockholders' equity | |||
Issuance of common stock (in shares) | 136,201,338 | ||
Stock offering expenses | $ 4,774 | ||
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 common stock (in shares) | 94,201,338 | ||
Proceeds from issuance of common stock | $ 61,397 | ||
Stock offering expenses | $ 4,544 | ||
Matrix Capital Management Company, LP | |||
Stockholders' equity | |||
Issuance of shares represented by American Depositary Shares (in ADSs) | 7,000,000 | ||
Share price per ADS (in dollars per share) | $ 6 | ||
Matrix Capital Management Company, LP | Common stock | |||
Stockholders' equity | |||
Issuance of common stock (in shares) | 42,000,000 | ||
Proceeds from issuance of common stock | $ 41,770 | ||
Stock offering expenses | $ 230 |