Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2016 | Jun. 03, 2016 | Sep. 30, 2015 | |
Document and Entity Information | |||
Entity Registrant Name | Axovant Sciences Ltd. | ||
Entity Central Index Key | 1,636,050 | ||
Document Type | 10-K | ||
Document Period End Date | Mar. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --03-31 | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 99,150,000 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Public Float | $ 312,018,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Mar. 31, 2015 |
Current assets: | ||
Cash | $ 276,251 | $ 0 |
Prepaid expenses and other current assets | 4,865 | 4 |
Income tax receivable | 970 | 0 |
Deferred financing costs | 0 | 1,104 |
Total current assets | 282,086 | 1,108 |
Property, plant and equipment, net | 89 | 9 |
Deferred tax assets | 323 | 0 |
Total assets | 282,498 | 1,117 |
Current liabilities: | ||
Accounts payable | 622 | 403 |
Due to Roivant Sciences Ltd. and Roivant Sciences, Inc. | 1,814 | 2,307 |
Accrued expenses | 8,319 | 1,158 |
Contingent payment liability | 5,000 | 0 |
Total current liabilities | 15,755 | 3,868 |
Contingent payment liability | 0 | 5,000 |
Total liabilities | $ 15,755 | $ 8,868 |
Commitments and contingencies | ||
Shareholders’ equity (deficit): | ||
Common shares, par value $0.00001 per share, 1,000,000,000 shares authorized, 99,150,000 and 75,000,000 issued and outstanding at March 31, 2016 and March 31, 2015, respectively | $ 1 | $ 1 |
Common shares subscribed | 0 | (1) |
Additional paid-in capital | 420,934 | 13,296 |
Accumulated deficit | (154,192) | (21,047) |
Total shareholders’ equity (deficit) | 266,743 | (7,751) |
Total liabilities and shareholders’ equity (deficit) | $ 282,498 | $ 1,117 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 19, 2015 | Mar. 18, 2015 | Oct. 31, 2014 |
Common stock | |||||
Common shares par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 1 | $ 1 |
Common shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 10,000 | 10,000 |
Common shares issued (in shares) | 99,150,000 | 75,000,000 | 75,000,000 | 750 | |
Common shares outstanding (in shares) | 99,150,000 | 75,000,000 | 75,000,000 | 750 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 5 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Mar. 31, 2016 | |
Operating expenses: | ||
Research and development expenses | $ 14,324 | $ 76,644 |
General and administrative expenses | 6,722 | 56,518 |
Total operating expenses | 21,046 | 133,162 |
Loss before provision for income tax | (21,046) | (133,162) |
Income tax (benefit) expense | 1 | (17) |
Net loss | (21,047) | (133,145) |
Comprehensive Loss | $ (21,047) | $ (133,145) |
Net loss per common share — basic and diluted (in dollars per share) | $ (1.32) | $ (1.41) |
Weighted average common shares outstanding - basic and diluted (in shares) | 15,986,842 | 94,465,164 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 5 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Mar. 31, 2016 | |
Research and development | ||
Share-based compensation | $ 3,178 | $ 30,622 |
General and administrative | ||
Share-based compensation | $ 5,118 | $ 41,764 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Shares | Common Shares Subscribed | Additional Paid in Capital | Accumulated Deficit |
Balance at Oct. 31, 2014 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance (in shares) at Oct. 31, 2014 | 10,000,000 | ||||
Increase (Decrease) in Shareholders' Equity (Deficit) | |||||
Common stock issued | $ 0 | $ 1 | (1) | ||
Common stock issued (in shares) | 65,000,000 | 65,000,000 | |||
Capital contribution | $ 5,000 | 5,000 | |||
Share-based compensation expense | 518 | 518 | |||
Capital contribution — share-based compensation | 7,778 | 7,778 | |||
Net loss | (21,047) | (21,047) | |||
Balance at Mar. 31, 2015 | (7,751) | $ 1 | (1) | 13,296 | (21,047) |
Balance (in shares) at Mar. 31, 2015 | 75,000,000 | ||||
Increase (Decrease) in Shareholders' Equity (Deficit) | |||||
Common stock issued | 334,502 | 334,502 | |||
Common stock issued (in shares) | 24,150,000 | ||||
Common shares subscription paid | 1 | 1 | |||
Capital contribution | 750 | 750 | |||
Share-based compensation expense | 17,994 | 17,994 | |||
Capital contribution — share-based compensation | 54,392 | 54,392 | |||
Net loss | (133,145) | (133,145) | |||
Balance at Mar. 31, 2016 | $ 266,743 | $ 1 | $ 0 | $ 420,934 | $ (154,192) |
Balance (in shares) at Mar. 31, 2016 | 99,150,000 |
Consolidated Statements of Sha7
Consolidated Statements of Shareholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands | Jun. 16, 2015 | Mar. 31, 2016 |
Common stock | ||
Sale of common stock in IPO (in dollars per share) | $ 15 | |
Underwriting discounts, commissions and offering expenses | $ 27,700 | $ 27,748 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 5 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (21,047) | $ (133,145) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
In-process research and development expenses | 10,000 | 5,252 |
Share-based compensation | 8,296 | 72,386 |
Depreciation and amortization | 0 | 14 |
Deferred tax assets | 0 | (323) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (4) | (4,860) |
Accounts payable | 117 | 219 |
Due to Roivant Sciences Ltd. and Roivant Sciences, Inc. | 1,487 | (311) |
Accrued liabilities | 468 | 8,391 |
Income tax receivable | 0 | (1,155) |
Income tax payable | 0 | 185 |
Net cash used in operating activities | (683) | (53,347) |
Cash flows from investing activities: | ||
Purchase of in-process research and development | (5,000) | (5,252) |
Purchase of property, plant and equipment | (9) | (94) |
Net cash used in investing activities | (5,009) | (5,346) |
Cash flows from financing activities: | ||
Cash proceeds from issuance of common shares in initial public offering, net of underwriting discount | 0 | 336,893 |
Initial public offering costs paid | (25) | (2,351) |
Cash capital contribution from Roivant Sciences Ltd. | 5,000 | 751 |
Repayment of amounts due to Roivant Sciences Ltd. and Roivant Sciences, Inc. for amounts paid on behalf of the Company | 0 | (627) |
Due to Roivant Sciences Ltd. and Roivant Sciences, Inc. for amounts paid on behalf of the Company | 717 | 278 |
Net cash provided by financing activities | 5,692 | 334,944 |
Net change in cash | 0 | 276,251 |
Cash—beginning of period | 0 | 0 |
Cash—end of period | 0 | 276,251 |
Non-cash financing activities: | ||
Unpaid initial public offering costs | 1,079 | 0 |
Supplemental disclosure of cash paid: | ||
Income taxes | $ 0 | $ 1,279 |
Description of Business
Description of Business | 12 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Axovant Sciences Ltd. (the ‘‘Company’’) is a clinical-stage biopharmaceutical company focused on acquiring, developing and commercializing novel therapeutics for the treatment of dementia. The Company intends to develop a pipeline of product candidates to comprehensively address the cognitive, functional and behavioral aspects of dementia and related neurological disorders. The Company was founded on October 31, 2014 as a Bermuda Exempted Limited Company and a wholly-owned subsidiary of Roivant Sciences Ltd. (‘‘RSL’’), under the name Roivant Neurosciences Ltd. The Company changed its name to Axovant Sciences Ltd. in March 2015 . On February 24, 2015, Axovant Sciences, Inc. (“ASI”) was formed, and on March 7, 2015 it became a wholly-owned subsidiary of the Company based in the United States of America. From its inception, the Company has devoted substantially all of its efforts to organizing and staffing the Company, raising capital, acquiring product candidates and preparing for and advancing its product candidates, intepirdine, previously referred to as RVT-101, and nelotanserin, into clinical development. The Company has determined that it has one operating and reporting segment. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies [1] Basis of Presentation: The Company’s fiscal year ends on March 31, and its fiscal quarters end on June 30, September 30, and December 31. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (‘‘ASC’’) and Accounting Standards Update (‘‘ASU’’) of the Financial Accounting Standards Board (‘‘FASB’’). The consolidated financial statements include the accounts of the Company and ASI, its wholly-owned subsidiary. The Company has no unconsolidated subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. [2] Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to assets, liabilities, costs, expenses and compensation expense allocated to the Company under its services agreement with Roivant Sciences, Inc. (“RSI”) and ASI, contingent liabilities, share-based compensation and research and development costs. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. [3] Risks and Uncertainties: The Company is subject to risks common to companies in the pharmaceutical industry including, but not limited to, uncertainties related to commercialization of products, regulatory approvals, dependence on key products, dependence on key customers and suppliers, and protection of intellectual property rights. [4] Concentrations of Credit Risk: Financial instruments that potentially subject the Company to concentration of credit risk include cash. At March 31, 2016 substantially all of the cash balances are deposited in three banking institutions and are all in excess of insured levels. [5] Property, Plant and Equipment: Property, plant and equipment, consisting of computer equipment, is recorded at cost. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred. Upon disposal, retirement or sale, the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the results of operations. Depreciation will be recorded for property, plant and equipment using the straight-line method over the estimated useful lives of three to five years, once the asset is installed and placed in service. The Company reviews the recoverability of all long-lived assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset might not be recoverable. Recoverability is measured by comparison of the book values of the assets to future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book value of the assets exceed their fair value, which is measured based on the projected discounted future net cash flows arising from the assets. [6] Research and Development Expense: Research and development costs are expensed as incurred. Clinical study costs are accrued over the service periods specified in the contracts and adjusted as necessary based upon an ongoing review of the level of effort and costs actually incurred. Payments for a product license prior to regulatory approval of the product and payments for milestones achieved prior to regulatory approval of the product are expensed in the period incurred as research and development. Milestone payments made in connection with regulatory approvals are capitalized and amortized to cost of revenue over the remaining useful life of the asset. Research and development costs are charged to expense when incurred and primarily consist of the intellectual property and research and development materials acquired from GSK and Arena (See Note C), certain costs charged by RSI under its services agreement with the Company and Axovant Sciences, Inc. (See Note E) and expenses from third parties who conduct research and development activities on behalf of the Company. The Company expenses in-process research and development projects acquired as asset acquisitions which have not reached technological feasibility and which have no alternative future use. Clinical study costs are accrued over the service periods specified in the contracts and adjusted as necessary based upon an ongoing review of the level of effort and costs actually incurred. For the year ended March 31, 2016 , the Company recorded $76.6 million of research and development expense, of which $30.6 million was attributable to share-based compensation expense. For the period from October 31, 2014 (date of inception) through March 31, 2015 , the Company recorded $14.3 million of research and development expense, of which $3.2 million was attributable to share-based compensation expense. [7] Income Taxes: The Company accounts for income taxes in accordance with ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded when, after consideration of all positive and negative evidence, it is not more likely than not that the Company's deferred tax assets will be realizable. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. When and if the Company were to recognize interest and penalties related to unrecognized tax benefits, they would be reported in tax expense in the consolidated statement of operations. [8] Share-Based Compensation: The Company accounts for share-based awards to employees and directors in accordance with the provisions of ASC 718, Compensation—Stock Compensation. Under ASC 718, share-based awards are valued at fair value on the date of grant and that fair value is recognized over the requisite service period. The Company values its stock options using the Black-Scholes option pricing model. Certain assumptions need to be made with respect to utilizing the Black-Scholes option pricing model, including the expected life of the award, volatility of the underlying shares, the risk-free interest rate and anticipated forfeiture of the share-based awards. The expected life of the stock options is calculated using the method allowed by the provisions of ASC 718. The risk-free interest rate is based on the rates paid on securities issued by the U.S. Treasury with a term approximating the expected life of the equity award. The expected share price volatility for the Company's common shares was estimated by taking the average historical price volatility for industry peers. Estimates of pre-vesting award forfeitures are based on the Company's expectations of future employee turnover. The Company will adjust its estimate of forfeitures over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of compensation expense to be recognized in future periods. The Company accounts for share-based payments to non-employees issued in exchange for services based upon the fair value of the equity instruments issued, in conformity with authoritative guidance issued by the FASB. Compensation expense for stock options issued to non-employees is calculated using the Black-Scholes option pricing model and is recorded over the service performance period. Options subject to vesting are required to be periodically remeasured over their service performance period, which is generally the same as the vesting period. [9] Net Loss per Common Share: Basic net loss per common share is computed by dividing net loss applicable to common shareholders by the weighted-average number of common shares of outstanding during the period. Diluted net loss per common share is computed by dividing the net loss applicable to common shareholders by the diluted weighted-average number of common shares outstanding during the period calculated in accordance with the treasury stock method. Stock options to purchase 5.9 million common shares were not included in the calculation of diluted weighted-average common shares outstanding for the year ended March 31, 2016 because they were anti-dilutive. Stock options to purchase 4.0 million common shares were not included in the calculation of diluted weighted-average common shares outstanding for the period from October 31, 2014 (date of inception) through March 31, 2015 because they were anti-dilutive. [10] Financial Instruments: ASC Topic 820, Fair Value Measurement ("ASC 820"), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company's own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes among the following: • Level 1-Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. • Level 2-Valuations are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly. • Level 3-Valuations are based on inputs that are unobservable (supported by little or no market activity) and significant to the overall fair value measurement. To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company's financial instruments consist of cash and accounts payable. These financial instruments are stated at their respective historical carrying amounts, which approximates fair value due to their short-term nature. [11] Recent Accounting Pronouncements: In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. This amendment will simplify the presentation of deferred tax assets and liabilities on the balance sheet and require all deferred tax assets and liabilities to be treated as non-current ASU 2015-17 is effective for fiscal years, and interim periods within those fiscal years beginning after December 15, 2016, with early adoption permitted. The Company has adopted ASU 2015-17. The adoption of ASU 2015-17 did not have a significant impact on the Company's consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, Leases, which is a comprehensive new lease standard that amends various aspects of existing accounting guidance for leases. The core principle of ASU 2016-02 will require lessees to present the assets and liabilities that arise from leases on their balance sheets. ASU 2016-02 is effective for annual periods beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company is currently evaluating the new standard and its impact on the Company's consolidated financial position and results of operations. In March 2016, the FASB issued ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (ASU No. 2016-09). This ASU makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation, and the financial statement presentation of excess tax benefits or deficiencies. ASU No. 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The standard is effective for interim and annual reporting periods beginning after December 15, 2016, with early adoption permitted. The Company expects to adopt this guidance when effective and is currently evaluating the effect that the updated standard will have on its consolidated financial statements and related disclosures. |
Asset Acquisitions
Asset Acquisitions | 12 Months Ended |
Mar. 31, 2016 | |
Asset Purchase Agreement | |
Asset Acquisitions | Asset Acquisitions [1] Intepirdine (RVT-101): On December 17, 2014 the Company entered into an asset purchase agreement (the "Asset Purchase Agreement") to acquire certain intellectual property and research and development materials from GlaxoSmithKline (“GSK”), which the Company initially named RVT-101, now known as intepirdine, in exchange for the following consideration: • $5.0 million in cash paid at closing, December 17, 2014; • $5.0 million in a deferred payment payable upon the earlier of (a) the Company having determined in good faith that it has received definitive guidance from the U.S. Food and Drug Administration (the ‘‘FDA’’) that a single Phase 3 trial with intepirdine for Alzheimer’s disease will be sufficient for New Drug Application (‘‘NDA’’) approval, (b) filing of an NDA for intepirdine for Alzheimer’s disease incorporating data from one Phase 3 trial for Alzheimer’s disease, and (c) the Company not having dosed the first patient in a second Phase 3 trial for intepirdine within six (6) months following the dosing of the first patient in the Company’s first Phase 3 trial for intepirdine. Should the FDA require the Company to complete additional clinical work prior to commencement of the first Phase 3 trial, the Company will have no obligation to make this deferred payment to GSK; • $35.0 million , $25.0 million and $10.0 million upon approval of intepirdine in the United States, the European Union and Japan, respectively; • A one-time payment of $85.0 million for the first calendar year in which the Company achieves global net sales of $1.2 billion of intepirdine; and • a fixed royalty of 12.5% on annual net product sales in certain territories, subject to reduction on a product-by-product and country-by-country basis, on account of expiration of patent and regulatory exclusivity or upon generic entry. For the consideration above, the Company also received a small quantity of inventory of intepirdine, and certain research and development historical records. The Company did not hire, or receive, any GSK employees working on the development of intepirdine, or any research, clinical or manufacturing equipment. Additionally, the Company did not assume from GSK any contracts, licenses or agreements between GSK and any third party with respect to intepirdine. The Company has independently developed all clinical processes and procedures for the Phase 3 MINDSET study through the use of internal and external resources. As the intellectual property and inventory of intepirdine acquired had no alternative future use on the date of acquisition, the Company recorded the $5.0 million upfront payment as research and development expense at the closing date, December 17, 2014. In addition, the Company assessed the likelihood of making the deferred payment as probable (Refer to Note I) and recorded an additional $5.0 million amount as research and development expense at the date of the transaction. [2] Nelotanserin: On October 28, 2015 the Company acquired the global rights to nelotanserin, an inverse agonist of the 5-HT 2A receptor, from RSL. Pursuant to the terms of the Option and Waiver Agreement between RSL and the Company entered into in May 2015 (the "Option and Waiver Agreement"), RSL granted the Company an option to acquire all of RSL’s rights, title and interest in and to the development, marketing and supply agreement for nelotanserin with Arena Pharmaceuticals, GmbH (‘‘Arena’’) (the ‘‘Arena Development Agreement’’), together with any amendments and related side letters or other agreements. The option became exercisable beginning on September 16, 2015 and, if not exercised, would have expired on December 16, 2016. The Company exercised the option on October 28, 2015 and acquired all of RSL's rights, title, interests and obligations under the Arena Development Agreement for nelotanserin and accounted for the acquisition of nelotanserin as an asset acquisition. The Company recorded $5.3 million as research and development expense which reflects 110% of payments made by RSL to Arena, including a $4.0 million up-front payment, and costs incurred in connection with the development of nelotanserin, in each case pursuant to the Waiver and Option Agreement prior to the exercise of the option. Pursuant to the Arena Development Agreement the Company is obligated to pay Arena up to an aggregate of $ 4.0 million in development, $ 37.5 million in regulatory and $60.0 million in commercialization milestones based on the net sales of nelotanserin. The Company is also obligated to purchase finished drug product under a fixed price equal to 15% of net sales of nelotanserin. For the consideration above, the Company also received a small quantity of inventory of nelotanserin, and certain research and development historical records. The Company did not hire, or receive, any employees working on the development of nelotanserin, or any research, clinical or manufacturing equipment. Additionally, the Company did not assume from Arena any contracts, licenses or agreements between Arena and any third party with respect to nelotanserin. The Company will need to independently develop all clinical processes and procedures for future clinical studies of nelotanserin through the use of internal and external resources. As the intellectual property and inventory of nelotanserin acquired had no alternative future use on the date of acquisition, it was accounted for as an asset acquisition and the Company recorded the $5.3 million upfront payment as research and development expense related to its option exercised with RSL on October 28, 2015. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Mar. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses As of March 31, 2016 and 2015 accrued expenses consisted of the following (in thousands): March 31, 2016 March 31, 2015 Research and development expenses $ 5,659 $ — Salaries, bonuses, and other compensation expenses 1,893 56 Legal expenses 183 832 Other expenses 584 270 Total accrued expenses $ 8,319 $ 1,158 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions [1] Services Agreement: During 2015 , the Company and ASI entered into a services agreement with RSI (the ‘‘Services Agreement’’) under which RSI agreed to provide certain administrative and research and development services to the Company. The Company and ASI amended and restated its Services Agreement with RSI on October 13, 2015 for the fiscal year commencing April 1, 2015. Under the Services Agreement, as amended and restated, the Company will pay or reimburse RSI for any expenses it, or third parties acting on its behalf, incurs for the Company. For any general and administrative and research and development activities performed by RSI employees, RSI will charge back the employee compensation expense plus a pre-determined mark-up. Employee compensation expense, inclusive of base salary and fringe benefits, is determined based upon the relative percentage of time utilized on Company matters. All other costs will be billed back at cost. The accompanying audited consolidated financial statements include third-party expenses that have been paid by RSI and RSL. Under the Services Agreement, for the year ended March 31, 2016 the Company incurred expenses of $7.6 million , inclusive of the mark-up. For the period from October 31, 2014 (date of inception) to March 31, 2015 the Company incurred expenses of $2.0 million , inclusive of the mark-up. On December 4 2015, BVC Ltd. ("BVC"), a non-public entity, which held a non-controlling ownership interest in RSL, the parent of the Company, was merged with and into RSL (the " BVC Merger"), with RSL as the surviving entity. Prior to the BVC Merger the Company recorded share-based compensation expense, in relation to the share-based awards issued by BVC to RSI employees based on the changes in fair value of share-based awards which were remeasured at each reporting period date until performance was completed. As such, because the share-based awards were not based on the Company’s or RSL’s shares, they were remeasured at fair value at each reporting period until the awards vest. As a result of the BVC Merger, all outstanding BVC share-based awards were converted into RSL common share awards with the same vesting and forfeiture terms as the original grant. On December 8, 2015 following the BVC Merger, RSL recapitalized in conjunction with a private financing. Share-based compensation expense is allocated to the Company by RSL based upon the relative percentage of time utilized by RSI employees on Company matters. For the year ended March 31, 2016 , the Company recorded share-based compensation expense of $53.4 million in relation to the RSL common share awards and RSL stock options issued by RSL to RSI employees. These share-based compensation amounts include compensation expense for BVC awards prior to the BVC Merger on December 4, 2015. For the period from October 31, 2014 (date of inception) to March 31, 2015 , the Company incurred share-based compensation expense of $ 0.4 million , inclusive of the mark-up, under the Services Agreement. The RSL common share awards are valued at fair value on the date of grant and that fair value is recognized over the requisite service period. At the time of the BVC Merger on December 4, 2015, the unvested BVC awards that were converted into common shares of RSL were remeasured at the estimated fair value of RSL and that fair value is recognized over the remaining requisite service period. As a result of the BVC Merger, the converted BVC awards will not be remeasured prospectively. The estimated fair value of these RSL common share awards was determined by the valuation of the December 8, 2015 RSL private financing. Prior to the BVC Merger, the fair value of BVC awards were based on RSL’s valuation after considering the fair value of RSL's ownership interest in the Company and RSL's other investments, discounted cash flow analysis, transactions entered into and contemplated by RSL and relevant industry and comparable public company data. RSL is a non-public entity and therefore BVC awards prior to the BVC Merger and the RSL common share awards following the BVC Merger are classified as Level 3 due to their unobservable nature. Significant judgment and estimates were used to estimate the fair value of these awards, as they are not publicly traded. RSL common share awards are subject to specified vesting schedules and requirements (a mix of time-based, performance-based and corporate event-based, including targets for RSL’s post-IPO market capitalization and future financing events). The Company estimated the fair value of each RSL option on the date of grant using the Black-Scholes closed-form option-pricing model. Compensation expense will be allocated to the Company over the required service period over which these RSL common share awards and RSL stock options would vest and will be based upon the relative percentage of time utilized by RSI employees on Company matters. For the year ended March 31, 2016 , and for the period from October 31, 2014 (date of inception) to March 31, 2015 , the Company recorded compensation arrangement expense of $1.0 million and $ 0.3 million provided to Vivek Ramaswamy as RSI’s Chief Executive Officer by one of RSL’s investors, respectively. [2] Stock Options: During the year ended March 31, 2016 and for the period from October 31, 2014 (date of inception) to March 31, 2015 the Company granted stock options to purchase 215,000 and 527,500 shares, respectively, of the Company's common stock to employees of RSI as compensation for support services provided to the Company. The fair value of the stock options granted to RSI employees is accounted for by the Company in accordance with the authoritative guidance for non-employee equity awards and is remeasured on each valuation date until performance is complete using the Black-Scholes pricing model. (Refer to Note G). Each award is subject to a specified vesting schedule. Compensation expense will be recognized by the Company over the required service period to earn each award. The Company recorded $1.1 million of share-based compensation expense for the year ended March 31, 2016 . The share-based compensation was recorded as research and development and general and administrative expense in the consolidated statement of operations. The total remaining unrecognized compensation cost related to the non-vested stock options amounted to $4.5 million as of March 31, 2016 , which will be recognized over the weighted-average remaining requisite service period of 2.87 years. For the period from October 31, 2014 (date of inception) to March 31, 2015 , the Company incurred compensation expense of $0.1 million which the Company recorded as research and development and general and administrative expense in the consolidated statements of operations. Refer to Note G for additional disclosures. [3] Information Sharing and Cooperation Agreement: In March 2015, the Company entered into an information sharing and cooperation agreement (the “Cooperation Agreement”) with RSL. The Cooperation Agreement, among other things, grants the Company a right of first review on any potential dementia-related product or investment opportunity that RSL may consider pursuing and obligates the Company to deliver periodic financial statements and other financial information to RSL and comply with other specified financial reporting requirements. On May 1, 2015, the Company received an offer notice, as defined in the Cooperation Agreement, from RSL relating to the opportunity to acquire, from Arena, certain rights to develop and market nelotanserin. On May 8, 2015, the Company entered into a Waiver and Option Agreement with RSL with respect to such opportunity and RSL entered into the Arena Development Agreement. Pursuant to the terms of the Waiver and Option Agreement, RSL granted the Company an option to acquire all of RSL’s right, title, interest and obligations in and to the Arena Development Agreement, together with any amendments and related side letters or other agreements. The option became exercisable beginning on September 16, 2015 and, if not exercised, would have expired on December 16, 2016. The Company exercised the option on October 28, 2015. (Refer to Note C). Following exercise of the option, the Services Agreement between the Company and RSI was applied with regard to any reimbursements made by the Company to RSL. [4] Family Relationships: Geetha Ramaswamy, MD, the Vice President, Medical Affairs for ASI, is the mother of Vivek Ramaswamy, the Chief Executive Officer of ASI and the Company’s principal executive officer. Shankar Ramaswamy, MD, the Vice President of Corporate Development of ASI, is the brother of Vivek Ramaswamy. In March 2015 , Geetha Ramaswamy was granted a stock option for 262,500 common shares of the Company and Shankar Ramaswamy was granted a stock option for 750,000 common shares of the Company, in each case with an exercise price of $0.90 per share. Shankar Ramaswamy, while previously employed by RSI, was also granted restricted stock in BVC. Following the BVC Merger, this restricted stock in BVC was converted into RSL common share awards, subject to vesting and forfeiture terms consistent with the original grant. (Refer to Note E[1]). For the year ended March 31, 2016 the Company has recorded share-based compensation expense of $0.5 million related to the RSL common share awards held by Shankar Ramaswamy (inclusive of the compensation expense noted above for BVC awards prior to the BVC Merger on December 4, 2015), which the Company has recorded as research and development expense in the consolidated statements of operations. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Shareholders’ Equity [1] Overview: The Company’s Memorandum of Association, filed on October 31, 2014 in Bermuda, authorized the issuance of one class of shares. The total number of shares which the Company was authorized to issue was 10,000 , each with a par value of $1.00 per share. Upon the Company's formation, RSL subscribed for 100 shares of the Company's share capital. On December 17, 2014, RSL paid the initial $ 5.0 million payment to GSK upon the closing of the transaction on behalf of the Company (see Note C) which is reflected in the financial statements as an additional capital contribution. There were no additional shares issued in connection with such contributions to additional paid-in-capital as RSL owned 100% of the share ownership. On March 18, 2015, upon approval of the Board of Directors, the Company issued an additional 650 shares, increasing the total number of issued and outstanding shares to 750 , which were reflected in the accompanying financial statements as 65,000,000 and 75,000,000 , respectively, post stock split. Effective March 18, 2015, upon approval of the Board of Directors and the Company’s sole member, RSL, the Company effected a stock split of the authorized, issued and outstanding shares of the Company at a ratio of 100,000 -to-1. The stock split increased the total number of authorized shares from 10,000 to 1,000,000,000 , increased the total number of shares issued and outstanding from 750 to 75,000,000 , and decreased par value per share from $1.00 to $0.00001 . All information in the accompanying financial statements and notes thereto regarding share amounts of the common stock and prices per share of the common stock has been adjusted to reflect the application of the stock split on a retroactive basis. [2] Transactions: On June 16, 2015, the Company completed its initial public offering (“IPO”) of common shares. The Company sold 24,150,000 shares at a price of $15.00 per share, which included 3,150,000 common shares issued upon the full exercise of the underwriters’ option to purchase additional shares, for gross proceeds of $362.3 million . The Company received net proceeds of $334.5 million , net of an aggregate of $27.7 million in underwriting discounts and commissions and offering expenses. The cash proceeds from the IPO are currently deposited with three banking institutions and are substantially in excess of federally insured levels. In April 2015, RSL made a cash capital contribution of $0.8 million . No additional common shares of the Company were issued in connection with this capital contribution. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Share-Based Compensation Stock Options: In March 2015 , the Company adopted its 2015 Equity Incentive Plan (the ‘‘2015 Plan’’), under which 7.5 million of the Company’s common shares were originally reserved for grant. The Company's employees, directors and consultants are eligible to receive non-qualified and incentive stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, and other stock awards under the plan. Options granted to consultants and employees generally vest over four years and have a ten -year contractual term. Options granted to members of the Board of Directors vest over three years and have a ten -year contractual term. In May 2015, the Company’s Board of Directors amended the 2015 Plan to increase the number of common shares authorized for issuance thereunder to 9.5 million common shares, effective upon the IPO. On April 1, 2016 the number of common shares authorized for issuance increased automatically to 12.5 million in accordance with the 2015 Plan. Stock options granted under the 2015 Plan provide option holders, if approved by the Board of Directors, the right to exercise their options prior to vesting. In the event that an option holder exercises the unvested portion of any option, such unvested portion will be subject to a repurchase option held by the Company at the lower of (1) the fair market value of its common shares on the date of repurchase and (2) the exercise price of the options. Any common shares underlying such unvested portion will continue to vest in accordance with the original vesting schedule of the option. At March 31, 2016 , a total of 3.6 million common shares were available for future issuance under the 2015 Plan. The Company estimated the fair value of each option on the date of grant using the Black-Scholes closed-form option-pricing model applying the weighted average assumptions in the following table. Year Ended March 31, 2016 Period From October 31, 2014 (Date of Inception to March 31, 2015) Expected stock price volatility 77.9% 74.9% Expected risk free interest rate 1.7% 1.62% Expected term, in years 6.58 6.72 Expected dividend yield —% —% The following table presents a summary of option activity and data under the Company's stock incentive plans through March 31, 2016 : Number of Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Options outstanding at October 31, 2014 — $ — $ — — $ — Granted 4,012,500 0.90 14.30 9.96 — Exercised — — — — — Forfeited — — — — — Cancelled — — — — — Options outstanding at March 31, 2015 4,012,500 0.90 14.30 9.96 56,576,250 Granted 1,983,808 12.10 11.89 — — Exercised — — — — — Forfeited (102,725 ) 4.99 13.41 — — Cancelled — — — — — Options outstanding at March 31, 2016 5,893,583 4.60 13.50 9.11 47,172,525 Options vested and expected to vest at March 31, 2016 5,709,233 4.42 13.55 9.10 46,404,866 Options exercisable at March 31, 2016 4,919,096 2.35 13.99 9.01 47,165,850 At March 31, 2016 and 2015 there were 1.0 million and no vested options, respectively, outstanding on such dates. For the year ended March 31, 2016 and for the period from October 31, 2014 (date of inception) through March 31, 2015 , the Company recorded share-based compensation expense related to stock options issued to employees and directors of $16.3 million and $ 0.5 million , respectively. For the year ended March 31, 2016 and for the period from October 31, 2014 (date of inception) through March 31, 2015 , the Company recorded $1.1 million and $ 0.1 million , respectively, of share-based compensation expense related to stock options issued to non-employees (Note E[2]). This share-based compensation expense is included in research and development and general and administrative expenses in the accompanying consolidated statements of operations. Prior to the IPO, the fair value of the Company’s common shares underlying stock options was estimated on each grant date by the Board of Directors. In order to determine the fair value of the Company’s common shares underlying granted stock options, the Board of Directors considered, among other things, valuations of the common shares prepared by an unrelated third-party valuation firm in accordance with the guidance provided by the American Institute of Certified Public Accountants Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. In connection with the Company’s IPO and after preliminary discussions with the underwriters, the Company reassessed the determination of the fair value of the common shares underlying 4,012,500 stock options granted in March 2015 and 527,500 stock options granted in April 2015. As a result, the Company determined that the fair value of the common shares as of April 13, 2015 was $15.00 per share, which was higher than the fair values of $0.90 per share and $1.04 per share as initially determined by the Board of Directors on the dates of grant in March 2015 and April 2015, respectively. The use of this higher share price increased both recognized and unrecognized share-based compensation expense and also impacted the valuation of the RSL awards share compensation expense discussed in Note F[1]. At March 31, 2016 , total unrecognized compensation expense related to non-vested options was $60.1 million and is expected to be recognized over the remaining weighted-average service period of 3.06 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The loss before income taxes and the related tax benefit are as follows (in thousands): Year ended March 31, 2016 Period from October 31, 2014 (Date of Inception) through March 31, 2015 (Loss) income before income taxes: Bermuda $ (119,207 ) $ (21,047 ) United States (13,955 ) 1 Total loss before income taxes $ (133,162 ) $ (21,046 ) Current taxes: United States 306 1 Bermuda — — Total current tax expense 306 1 Deferred taxes: United States (323 ) — Bermuda — — Total deferred tax benefit (323 ) — Total income tax (benefit) expense (17 ) 1 The Company's provision for income taxes is based primarily on income taxes in the United States for federal, state and local income taxes. The Company's effective tax rate for both the year ended March 31, 2016 and for the period October 31, 2014 (date of inception) to March 31, 2015 was 0% primarily due to the organization of the Company as a Bermuda Exempted Limited Company, for which there is no current tax regime, due to U.S. permanent unfavorable differences, and a valuation allowance that effectively eliminates the Company's net deferred tax assets in the United States. As of March 31, 2016 , the Company had an aggregate income tax receivable of $ 1.0 million from various federal, state, and local jurisdictions. Deferred taxes reflect the tax effects of the differences between the amounts records as assets and liabilities for financial reporting purposes and the comparable amounts recorded for income tax purposes. Significant components of the deferred tax assets (liabilities) at March 31, 2016 and 2015 are as follows (in thousands): March 31, 2016 March 31, 2015 Research tax credits $ 283 $ — Other 11 — Depreciation 29 Share-based compensation 6,919 — Subtotal 7,242 — Valuation allowance (6,919 ) — Total deferred tax assets 323 — The Company assesses the realizability of the deferred tax assets at each balance sheet date based on available positive and negative evidence in order to determine the proper amount, if any, required for a valuation allowance. As a result of this assessment, a valuation allowance of $ 6.9 million related to share-based compensation has been recorded as of March 31, 2016 . There was no valuation allowance as of March 31, 2015 . The Company believes that it is more likely than not, given the weight of available evidence, that all other deferred tax assets will be realized. The Company will continue to assess the realizability of deferred tax assets at each balance sheet date in order to determine the proper amount, if any, required for a valuation allowance. As of March 31, 2016 and 2015 , the Company had unrecognized tax benefits of $ 0.3 million and $ 0 , respectively, which if recognized would be reflected as an income tax benefit. The Company files income tax returns in the United States federal, state and local jurisdictions. ASI filed its initial U.S. federal, state and local income tax returns for the fiscal year ended March 31, 2015 in December 2015. The Company is subject to tax examinations for fiscal year 2015 and forward in all applicable tax jurisdictions. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company has entered into commitments under the Agreements with GSK and Arena (Refer to Note C) and a Services Agreement with RSI (Refer to Note E[1]). In addition, the Company has entered into services agreements with third parties for pharmaceutical manufacturing and research activities. The manufacturing agreements can be terminated by the Company with 30 days written notice. The Company expects to enter into other commitments as the business further develops. During 2015, the Company entered into two subleases with RSI for office space. Under the terms of the subleases, RSI has annual rent obligations of $ 0.9 million through 2020. RSI pays the rent directly and then invoices the Company for the rent based on the Company's proportionate share of the space based upon the relative numbers of full-time equivalent employees located on the premises. As a result, the Company's rent obligations are not fixed. The subleases expire on June 30, 2016 and March 31, 2017, respectively. For the year ended March 31, 2016, the Company incurred $ 0.6 million in rent expense under this arrangement with RSI. As of March 31, 2016, the Company did not have any ongoing material financial commitments, other than pursuant to the GSK Agreement and Arena Development Agreement. Under the terms of the asset purchase agreement with GSK (Refer to Note C[1]), the Company is obligated to pay GSK an additional $5.0 million upon the earliest to occur of one of three specified events which the Company expects to pay in June 2016. The Company had recorded the obligation as a contingent payment liability in the accompanying balance sheet. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Mar. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | Selected Quarterly Financial Data (Unaudited) The following table presents selected quarterly financial data for the year ended March 31, 2016 and for the period from October 31, 2014 (date of inception) to March 31, 2015 . First Quarter Ended 1 Second Quarter Ended 1 Third Quarter Ended Fourth Quarter Ended Period From October 31, 2014 (Date of Inception) To December 31, Fourth Quarter Ended June 30, September 30, December 31, March 31, March 31, 2015 2015 2015 2016 2014 2015 Total operating expenses $24,879 $15,142 $62,554 $30,587 $10,762 $10,284 Net loss and comprehensive loss (24,953) (15,166) (63,356) (29,671) (10,762) (10,285) Net loss per share attributable to common stockholders - basis and diluted (0.31) (0.15) (0.64) (0.30) (1.08) (0.51) 1 During the quarter ended March 31, 2016, the Company identified an error in its previously reported June 30, 2015 and September 30, 2015 consolidated financial statements related to the calculation of share-based compensation expense allocated from BVC. The Company determined that the error is not material to the previously reported financial statements; however, the amounts previously reported for those periods have been revised in the table above and will be revised in future filings to correct for this error. The effect of this revision decreased research and development expenses by $1.1 million and general and administrative expenses by $2.0 million , and these adjustments resulted in a total decrease of $3.1 million of share-based compensation expense and the related capital contribution, operating expenses and net loss and comprehensive loss for those previously reported three months ended June 30, 2015, and an increase in those same measures by the same amount for the previously reported three months ended September 30, 2015. Net loss per share attributable to common stockholders was also decreased by $ 0.04 and increased by $ 0.03 for the three months ended June 30, 2015 and September 30, 2015, respectively. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation: The Company’s fiscal year ends on March 31, and its fiscal quarters end on June 30, September 30, and December 31. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (‘‘ASC’’) and Accounting Standards Update (‘‘ASU’’) of the Financial Accounting Standards Board (‘‘FASB’’). The consolidated financial statements include the accounts of the Company and ASI, its wholly-owned subsidiary. The Company has no unconsolidated subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to assets, liabilities, costs, expenses and compensation expense allocated to the Company under its services agreement with Roivant Sciences, Inc. (“RSI”) and ASI, contingent liabilities, share-based compensation and research and development costs. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. |
Concentrations of Credit Risk | Concentrations of Credit Risk: Financial instruments that potentially subject the Company to concentration of credit risk include cash. At March 31, 2016 substantially all of the cash balances are deposited in three banking institutions and are all in excess of insured levels. |
Property, Plant and Equipment | : Property, plant and equipment, consisting of computer equipment, is recorded at cost. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred. Upon disposal, retirement or sale, the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the results of operations. Depreciation will be recorded for property, plant and equipment using the straight-line method over the estimated useful lives of three to five years, once the asset is installed and placed in service. The Company reviews the recoverability of all long-lived assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset might not be recoverable. Recoverability is measured by comparison of the book values of the assets to future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book value of the assets exceed their fair value, which is measured based on the projected discounted future net cash flows arising from the assets. |
Research and Development Expense | Research and Development Expense: Research and development costs are expensed as incurred. Clinical study costs are accrued over the service periods specified in the contracts and adjusted as necessary based upon an ongoing review of the level of effort and costs actually incurred. Payments for a product license prior to regulatory approval of the product and payments for milestones achieved prior to regulatory approval of the product are expensed in the period incurred as research and development. Milestone payments made in connection with regulatory approvals are capitalized and amortized to cost of revenue over the remaining useful life of the asset. Research and development costs are charged to expense when incurred and primarily consist of the intellectual property and research and development materials acquired from GSK and Arena (See Note C), certain costs charged by RSI under its services agreement with the Company and Axovant Sciences, Inc. (See Note E) and expenses from third parties who conduct research and development activities on behalf of the Company. The Company expenses in-process research and development projects acquired as asset acquisitions which have not reached technological feasibility and which have no alternative future use. Clinical study costs are accrued over the service periods specified in the contracts and adjusted as necessary based upon an ongoing review of the level of effort and costs actually incurred. For the year ended March 31, 2016 , the Company recorded $76.6 million of research and development expense, of which $30.6 million was attributable to share-based compensation expense. For the period from October 31, 2014 (date of inception) through March 31, 2015 , the Company recorded $14.3 million of research and development expense, of which $3.2 million was attributable to share-based compensation expense. |
Income Taxes | Income Taxes: The Company accounts for income taxes in accordance with ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded when, after consideration of all positive and negative evidence, it is not more likely than not that the Company's deferred tax assets will be realizable. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. When and if the Company were to recognize interest and penalties related to unrecognized tax benefits, they would be reported in tax expense in the consolidated statement of operations. |
Share-Based Compensation | Share-Based Compensation: The Company accounts for share-based awards to employees and directors in accordance with the provisions of ASC 718, Compensation—Stock Compensation. Under ASC 718, share-based awards are valued at fair value on the date of grant and that fair value is recognized over the requisite service period. The Company values its stock options using the Black-Scholes option pricing model. Certain assumptions need to be made with respect to utilizing the Black-Scholes option pricing model, including the expected life of the award, volatility of the underlying shares, the risk-free interest rate and anticipated forfeiture of the share-based awards. The expected life of the stock options is calculated using the method allowed by the provisions of ASC 718. The risk-free interest rate is based on the rates paid on securities issued by the U.S. Treasury with a term approximating the expected life of the equity award. The expected share price volatility for the Company's common shares was estimated by taking the average historical price volatility for industry peers. Estimates of pre-vesting award forfeitures are based on the Company's expectations of future employee turnover. The Company will adjust its estimate of forfeitures over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of compensation expense to be recognized in future periods. The Company accounts for share-based payments to non-employees issued in exchange for services based upon the fair value of the equity instruments issued, in conformity with authoritative guidance issued by the FASB. Compensation expense for stock options issued to non-employees is calculated using the Black-Scholes option pricing model and is recorded over the service performance period. Options subject to vesting are required to be periodically remeasured over their service performance period, which is generally the same as the vesting period. |
Net Loss per Common Share | Net Loss per Common Share: Basic net loss per common share is computed by dividing net loss applicable to common shareholders by the weighted-average number of common shares of outstanding during the period. Diluted net loss per common share is computed by dividing the net loss applicable to common shareholders by the diluted weighted-average number of common shares outstanding during the period calculated in accordance with the treasury stock method. Stock options to purchase 5.9 million common shares were not included in the calculation of diluted weighted-average common shares outstanding for the year ended March 31, 2016 because they were anti-dilutive. |
Financial Instruments | Financial Instruments: ASC Topic 820, Fair Value Measurement ("ASC 820"), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company's own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes among the following: • Level 1-Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. • Level 2-Valuations are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly. • Level 3-Valuations are based on inputs that are unobservable (supported by little or no market activity) and significant to the overall fair value measurement. To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company's financial instruments consist of cash and accounts payable. These financial instruments are stated at their respective historical carrying amounts, which approximates fair value due to their short-term nature. Financial Instruments: ASC Topic 820, Fair Value Measurement ("ASC 820"), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company's own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes among the following: • Level 1-Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. • Level 2-Valuations are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly. • Level 3-Valuations are based on inputs that are unobservable (supported by little or no market activity) and significant to the overall fair value measurement. To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company's financial instruments consist of cash and accounts payable. These financial instruments are stated at their respective historical carrying amounts, which approximates fair value due to their short-term nature. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements: In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. This amendment will simplify the presentation of deferred tax assets and liabilities on the balance sheet and require all deferred tax assets and liabilities to be treated as non-current ASU 2015-17 is effective for fiscal years, and interim periods within those fiscal years beginning after December 15, 2016, with early adoption permitted. The Company has adopted ASU 2015-17. The adoption of ASU 2015-17 did not have a significant impact on the Company's consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, Leases, which is a comprehensive new lease standard that amends various aspects of existing accounting guidance for leases. The core principle of ASU 2016-02 will require lessees to present the assets and liabilities that arise from leases on their balance sheets. ASU 2016-02 is effective for annual periods beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company is currently evaluating the new standard and its impact on the Company's consolidated financial position and results of operations. In March 2016, the FASB issued ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (ASU No. 2016-09). This ASU makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation, and the financial statement presentation of excess tax benefits or deficiencies. ASU No. 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The standard is effective for interim and annual reporting periods beginning after December 15, 2016, with early adoption permitted. The Company expects to adopt this guidance when effective and is currently evaluating the effect that the updated standard will have on its consolidated financial statements and related disclosures. |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | As of March 31, 2016 and 2015 accrued expenses consisted of the following (in thousands): March 31, 2016 March 31, 2015 Research and development expenses $ 5,659 $ — Salaries, bonuses, and other compensation expenses 1,893 56 Legal expenses 183 832 Other expenses 584 270 Total accrued expenses $ 8,319 $ 1,158 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Options, Valuation Assumptions | The Company estimated the fair value of each option on the date of grant using the Black-Scholes closed-form option-pricing model applying the weighted average assumptions in the following table. Year Ended March 31, 2016 Period From October 31, 2014 (Date of Inception to March 31, 2015) Expected stock price volatility 77.9% 74.9% Expected risk free interest rate 1.7% 1.62% Expected term, in years 6.58 6.72 Expected dividend yield —% —% |
Schedule of Share-based Compensation, Stock Options, Activity | The following table presents a summary of option activity and data under the Company's stock incentive plans through March 31, 2016 : Number of Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Options outstanding at October 31, 2014 — $ — $ — — $ — Granted 4,012,500 0.90 14.30 9.96 — Exercised — — — — — Forfeited — — — — — Cancelled — — — — — Options outstanding at March 31, 2015 4,012,500 0.90 14.30 9.96 56,576,250 Granted 1,983,808 12.10 11.89 — — Exercised — — — — — Forfeited (102,725 ) 4.99 13.41 — — Cancelled — — — — — Options outstanding at March 31, 2016 5,893,583 4.60 13.50 9.11 47,172,525 Options vested and expected to vest at March 31, 2016 5,709,233 4.42 13.55 9.10 46,404,866 Options exercisable at March 31, 2016 4,919,096 2.35 13.99 9.01 47,165,850 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The loss before income taxes and the related tax benefit are as follows (in thousands): Year ended March 31, 2016 Period from October 31, 2014 (Date of Inception) through March 31, 2015 (Loss) income before income taxes: Bermuda $ (119,207 ) $ (21,047 ) United States (13,955 ) 1 Total loss before income taxes $ (133,162 ) $ (21,046 ) Current taxes: United States 306 1 Bermuda — — Total current tax expense 306 1 Deferred taxes: United States (323 ) — Bermuda — — Total deferred tax benefit (323 ) — Total income tax (benefit) expense (17 ) 1 |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the deferred tax assets (liabilities) at March 31, 2016 and 2015 are as follows (in thousands): March 31, 2016 March 31, 2015 Research tax credits $ 283 $ — Other 11 — Depreciation 29 Share-based compensation 6,919 — Subtotal 7,242 — Valuation allowance (6,919 ) — Total deferred tax assets 323 — |
Selected Quarterly Financial 23
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | The following table presents selected quarterly financial data for the year ended March 31, 2016 and for the period from October 31, 2014 (date of inception) to March 31, 2015 . First Quarter Ended 1 Second Quarter Ended 1 Third Quarter Ended Fourth Quarter Ended Period From October 31, 2014 (Date of Inception) To December 31, Fourth Quarter Ended June 30, September 30, December 31, March 31, March 31, 2015 2015 2015 2016 2014 2015 Total operating expenses $24,879 $15,142 $62,554 $30,587 $10,762 $10,284 Net loss and comprehensive loss (24,953) (15,166) (63,356) (29,671) (10,762) (10,285) Net loss per share attributable to common stockholders - basis and diluted (0.31) (0.15) (0.64) (0.30) (1.08) (0.51) |
Description of Business (Detail
Description of Business (Details) | 12 Months Ended |
Mar. 31, 2016segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 1 |
Number of reporting segments | 1 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies -Fixed Assets (Details) - Computer Equipment | 12 Months Ended |
Mar. 31, 2016 | |
Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Summary of Significant Accoun26
Summary of Significant Accounting Policies Research and Development Expense (Details) - USD ($) $ in Thousands | 5 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Mar. 31, 2016 | |
Accounting Policies [Abstract] | ||
Research and development expenses | $ 14,324 | $ 76,644 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based compensation | $ 3,178 | $ 30,622 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies Net Loss per Common Share (Details) - shares shares in Millions | 5 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Mar. 31, 2016 | |
Stock options | ||
Net Loss per Common Share | ||
Anti-dilutive securities not included in calculation of common shares outstanding | 4 | 5.9 |
Asset Acquisitions (Details)
Asset Acquisitions (Details) | Oct. 28, 2015USD ($) | Dec. 17, 2014USD ($) | Mar. 31, 2015USD ($) | Mar. 31, 2016USD ($) |
Asset Purchase Agreement | ||||
Threshold time period to determine when deferred payment payable will be made | 6 months | |||
Research and development expenses | $ 14,324,000 | $ 76,644,000 | ||
GSK | Services Agreement | Intepirdine RVT-101 | ||||
Asset Purchase Agreement | ||||
Deferred payment payable upon certain conditions being met | $ 5,000,000 | |||
One-time payment upon achieving certain sales target | 85,000,000 | |||
Threshold global net sales amount for payment of post closing amount | $ 1,200,000,000 | |||
Royalty on annual net sales (as a percent) | 12.50% | |||
Research and development expenses | $ 5,000,000 | |||
GSK | Services Agreement | Intepirdine RVT-101 | RSL | ||||
Asset Purchase Agreement | ||||
Cash paid at closing | 5,000,000 | |||
GSK | Services Agreement | Intepirdine RVT-101 | RSL | ||||
Asset Purchase Agreement | ||||
Cash paid at closing | 5,000,000 | |||
GSK | Services Agreement | Intepirdine RVT-101 | Deferred payment payable | ||||
Asset Purchase Agreement | ||||
Research and development expenses | 5,000,000 | |||
GSK | Services Agreement | Intepirdine RVT-101 | United States | ||||
Asset Purchase Agreement | ||||
Deferred payment payable upon certain conditions being met | 35,000,000 | |||
GSK | Services Agreement | Intepirdine RVT-101 | European Union | ||||
Asset Purchase Agreement | ||||
Deferred payment payable upon certain conditions being met | 25,000,000 | |||
GSK | Services Agreement | Intepirdine RVT-101 | Japan | ||||
Asset Purchase Agreement | ||||
Deferred payment payable upon certain conditions being met | $ 10,000,000 | |||
RSL | RSL | ||||
Asset Purchase Agreement | ||||
Research and development expenses | $ 5,300,000 | |||
RSL | RSL | Information sharing and cooperation agreement, exercised waiver and option agreement | ||||
Asset Purchase Agreement | ||||
Related party transaction, agreement reimbursement percentage of option exercised | 110.00% | |||
Arena | Development Expense | Arena Development Agreement | ||||
Asset Purchase Agreement | ||||
Contingent payment liability | 4,000,000 | |||
Arena | Regulatory Expenses | Arena Development Agreement | ||||
Asset Purchase Agreement | ||||
Contingent payment liability | 37,500,000 | |||
Arena | Upon Achievement of Commercialization for Nelotanserin | Arena Development Agreement | ||||
Asset Purchase Agreement | ||||
Contingent payment liability | $ 60,000,000 | |||
Arena | Finished Drug Product | Arena Development Agreement | ||||
Asset Purchase Agreement | ||||
Contingent payment liability, as a percent of sales | 0.15 | |||
Arena | RSL | ||||
Asset Purchase Agreement | ||||
Research and development expenses | $ 4,000,000 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Mar. 31, 2015 |
Payables and Accruals [Abstract] | ||
Research and development expenses | $ 5,659 | $ 0 |
Salaries, bonuses, and other compensation expenses | 1,893 | 56 |
Legal expenses | 183 | 832 |
Other expenses | 584 | 270 |
Total accrued expenses | $ 8,319 | $ 1,158 |
Related Party Transactions (Det
Related Party Transactions (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 5 Months Ended | 12 Months Ended |
Mar. 31, 2015$ / sharesshares | Mar. 31, 2015USD ($)investor$ / sharesshares | Mar. 31, 2016USD ($)$ / sharesshares | |
Related Party Transaction [Line Items] | |||
Number of investors who provided compensation expense to parent company's CEO | investor | 1 | ||
Granted (in shares) | shares | 4,012,500 | 1,983,808 | |
Exercise price (in dollars per share) | $ / shares | $ 2.35 | ||
Stock options | |||
Related Party Transaction [Line Items] | |||
Total remaining unrecognized compensation cost | $ 60.1 | ||
Remaining weighted-average service period | 3 years 22 days | ||
RSI | |||
Related Party Transaction [Line Items] | |||
Expense under service agreement | $ 2 | $ 7.6 | |
Share-based compensation | 0.4 | 53.4 | |
RSI | Chief Executive Officer | |||
Related Party Transaction [Line Items] | |||
Share-based compensation | 0.3 | 1 | |
RSI | Stock options | |||
Related Party Transaction [Line Items] | |||
Share-based compensation | $ 0.1 | 1.1 | |
Total remaining unrecognized compensation cost | $ 4.5 | ||
Remaining weighted-average service period | 2 years 10 months 13 days | ||
Granted (in shares) | shares | 527,500 | 215,000 | |
Geetha Ramaswamy | Stock options | |||
Related Party Transaction [Line Items] | |||
Granted (in shares) | shares | 262,500 | ||
Exercise price (in dollars per share) | $ / shares | $ 0.90 | $ 0.90 | |
Shankar Ramaswamy | Stock options | |||
Related Party Transaction [Line Items] | |||
Granted (in shares) | shares | 750,000 | ||
Exercise price (in dollars per share) | $ / shares | $ 0.90 | $ 0.90 | |
BVC | Restricted Stock award | |||
Related Party Transaction [Line Items] | |||
Share-based compensation | $ 0.5 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) $ / shares in Units, $ in Thousands | Jun. 16, 2015USD ($)$ / sharesshares | Mar. 18, 2015$ / sharesshares | Dec. 17, 2014USD ($)shares | Apr. 30, 2015USD ($)shares | Mar. 31, 2015USD ($)$ / sharesshares | Mar. 31, 2016USD ($)bank$ / sharesshares | Mar. 19, 2015$ / sharesshares | Oct. 31, 2014class$ / sharesshares |
Shareholders' Equity | ||||||||
Number of classes of stock authorized | class | 1 | |||||||
Common shares authorized (in shares) | 10,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 10,000 | |||
Common shares par value (in dollars per share) | $ / shares | $ 1 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 1 | |||
Common stock issued (in shares) | 650 | 65,000,000 | ||||||
Common shares issued (in shares) | 750 | 75,000,000 | 99,150,000 | 75,000,000 | ||||
Common shares outstanding (in shares) | 750 | 75,000,000 | 99,150,000 | 75,000,000 | ||||
Stock split ratio | 100,000 | |||||||
Sale of common stock in IPO (in dollars per share) | $ / shares | $ 15 | |||||||
Common shares issued upon the full exercise of underwriters' option to purchase additional shares (in shares) | 3,150,000 | |||||||
Gross proceeds from IPO | $ | $ 362,300 | |||||||
Net proceeds from IPO, net of underwriting discounts and commissions and offering expenses | $ | 334,500 | |||||||
Underwriting discounts, commissions and offering expenses | $ | $ 27,700 | $ 27,748 | ||||||
Number of banking institutions holding cash proceeds | bank | 3 | |||||||
Capital contribution | $ | $ 5,000 | $ 751 | ||||||
IPO | ||||||||
Shareholders' Equity | ||||||||
Common stock issued (in shares) | 24,150,000 | |||||||
Sale of common stock in IPO (in dollars per share) | $ / shares | $ 15 | |||||||
RSL | ||||||||
Shareholders' Equity | ||||||||
Common stock, shares subscribed | 100 | |||||||
Additional shares issued | 0 | 0 | ||||||
Percentage ownership of stock | 100.00% | |||||||
Capital contribution | $ | $ 800 | |||||||
RSL | GSK | Services Agreement | Intepirdine RVT-101 | ||||||||
Shareholders' Equity | ||||||||
Capital contribution | $ | $ 5,000 |
Share-Based Compensation - Nar
Share-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 13, 2015 | Apr. 30, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2016 | Apr. 01, 2016 | May. 31, 2015 |
Share-Based Compensation | |||||||
Number of options vested (in shares) | 0 | 0 | 1,000,000 | ||||
Number of options granted (in shares) | 4,012,500 | 1,983,808 | |||||
Stock options | |||||||
Share-Based Compensation | |||||||
Fair value of the common shares (in dollars per share) | $ 15 | $ 1.04 | $ 0.90 | ||||
Total unrecognized compensation expense | $ 60.1 | ||||||
Remaining weighted-average service period | 3 years 22 days | ||||||
2015 Plan | Equity Incentive Plan | |||||||
Share-Based Compensation | |||||||
Number of shares reserved for grant | 7,500,000 | 7,500,000 | 9,500,000 | ||||
Number of shares available for future issuance | 3,600,000 | ||||||
2015 Plan | Stock options | |||||||
Share-Based Compensation | |||||||
Number of options granted (in shares) | 527,500 | 4,012,500 | |||||
Directors and Employees | |||||||
Share-Based Compensation | |||||||
Share-based compensation expense | $ 0.5 | $ 16.3 | |||||
Non-employees | |||||||
Share-Based Compensation | |||||||
Share-based compensation expense | $ 0.1 | $ 1.1 | |||||
Subsequent Event | 2015 Plan | Equity Incentive Plan | |||||||
Share-Based Compensation | |||||||
Number of shares reserved for grant | 12,500,000 | ||||||
Consultants and Employees | Stock options | |||||||
Share-Based Compensation | |||||||
Award vesting period | 4 years | ||||||
Award expiration period | 10 years | ||||||
Director | Stock options | |||||||
Share-Based Compensation | |||||||
Award vesting period | 3 years | ||||||
Award expiration period | 10 years |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Option, Fair Value Assumptions (Details) | 5 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Expected stock price volatility | 74.90% | 77.90% |
Expected risk free interest rate | 1.62% | 1.70% |
Expected term, in years | 6 years 8 months 19 days | 6 years 6 months 29 days |
Expected dividend yield | 0.00% | 0.00% |
Share-Based Compensation - St34
Share-Based Compensation - Stock Option Activity (Details) - USD ($) | 5 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2016 | Oct. 31, 2014 | |
Number of Options | |||
Beginning balance (in shares) | 0 | 4,012,500 | |
Granted (in shares) | 4,012,500 | 1,983,808 | |
Exercised (in shares) | 0 | 0 | |
Forfeited (in shares) | 0 | (102,725) | |
Cancelled (in shares) | 0 | 0 | |
Ending balance (in shares) | 4,012,500 | 5,893,583 | |
Options exercisable (in shares) | 4,919,096 | ||
Weighted Average Exercise Price | |||
Beginning balance (in dollars per share) | $ 0 | $ 0.90 | |
Granted (in dollars per share) | 0.90 | 12.10 | |
Exercised (in dollars per share) | 0 | 0 | |
Forfeited (in dollars per share) | 0 | 4.99 | |
Cancelled (in dollars per share) | 0 | 0 | |
Ending balance (in dollars per share) | 0.90 | 4.60 | |
Weighted average exercise price of options exercisable (in dollars per share) | 2.35 | ||
Weighted Average Grant Date Fair Value | |||
Beginning balance (in dollars per share) | 0 | 14.30 | |
Granted (in dollars per share) | 14.30 | 11.89 | |
Forfeited (in dollars per share) | 0 | 13.41 | |
Cancelled (in dollars per share) | 0 | 0 | |
Ending balance (in dollars per share) | $ 14.30 | 13.50 | |
Weighted average grant date fair value of options exercisable (in dollars per share) | $ 13.99 | ||
Additional Disclosures | |||
Options granted, weighted average remaining contractual term | 9 years 11 months 16 days | ||
Options outstanding, weighted average contractual term | 9 years 11 months 16 days | 9 years 1 month 10 days | |
Options exercisable, weighted average contractual term | 9 years 4 days | ||
Options outstanding, aggregate intrinsic value | $ 56,576,250 | $ 47,172,525 | $ 0 |
Options exercisable, aggregate intrinsic value | $ 47,165,850 | ||
Options Vested and Expected to Vest | |||
Number of Options (in shares) | 5,709,233 | ||
Weighted Average Exercise Price (in dollars per share) | $ 4.42 | ||
Weighted Average Grant Date Fair Value (in dollars per share) | $ 13.55 | ||
Weighted Average Remaining Contractual Life | 9 years 1 month 6 days | ||
Aggregate Intrinsic Value | $ 46,404,866 |
Income Taxes- Summary of Income
Income Taxes- Summary of Income Tax Expense by Jurisdiction (Details) - USD ($) $ in Thousands | 5 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Mar. 31, 2016 | |
(Loss) income before income taxes: | ||
Bermuda | $ (21,047) | $ (119,207) |
United States | 1 | (13,955) |
Total loss before income taxes | (21,046) | (133,162) |
Current taxes: | ||
United States | 1 | 306 |
Bermuda | 0 | 0 |
Total current tax expense | 1 | 306 |
Deferred taxes: | ||
United States | 0 | (323) |
Bermuda | 0 | 0 |
Total deferred tax benefit | 0 | (323) |
Total income tax (benefit) expense | $ 1 | $ (17) |
Income Taxes- Narrative (Detail
Income Taxes- Narrative (Details) - USD ($) | 5 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 0.00% | 0.00% |
Income tax receivable | $ 1,000,000 | |
Deferred tax assets valuation allowance | $ 0 | 6,919,000 |
Unrecognized tax benefits | $ 0 | $ 300,000 |
Income Taxes- Schedule of Defer
Income Taxes- Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Mar. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Research tax credits | $ 283 | $ 0 |
Other | 11 | 0 |
Depreciation | 29 | |
Share-based compensation | 6,919 | 0 |
Subtotal | 7,242 | 0 |
Valuation allowance | (6,919) | 0 |
Total deferred tax assets | $ 323 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 12 Months Ended |
Mar. 31, 2016USD ($)eventagreement | |
Other Commitments [Line Items] | |
Number of sublease agreements | agreement | 2 |
RSI | |
Other Commitments [Line Items] | |
Rent expense incurred by subleasor | $ 0.9 |
GSK | |
Other Commitments [Line Items] | |
Minimum notice period required to terminate contract | 30 days |
Contingent payment liability | $ 5 |
Number of specified events needed to occur to trigger contingent payment | event | 1 |
Number of possible specified events to trigger payment of contingent liability | event | 3 |
RSI | |
Other Commitments [Line Items] | |
Rent expense | $ 0.6 |
Selected Quarterly Financial 39
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 3 Months Ended | 5 Months Ended | 12 Months Ended | ||||
Dec. 31, 2014 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2016 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Total operating expenses | $ 10,762 | $ 30,587 | $ 62,554 | $ 15,142 | $ 24,879 | $ 10,284 | $ 21,046 | $ 133,162 |
Net loss | (10,762) | (29,671) | (63,356) | (15,166) | (24,953) | (10,285) | (21,047) | (133,145) |
Comprehensive loss | $ (10,762) | $ (29,671) | $ (63,356) | $ (15,166) | $ (24,953) | $ (10,285) | $ (21,047) | $ (133,145) |
Net loss per share attributable to common stockholders — basic and diluted (in dollars per share) | $ (1.08) | $ (0.30) | $ (0.64) | $ (0.15) | $ (0.31) | $ (0.51) | $ (1.32) | $ (1.41) |
Capital contribution related to share-based compensation expense | $ 518 | $ 17,994 | ||||||
Research and development expenses | 14,324 | 76,644 | ||||||
General and administrative expenses | $ 6,722 | $ 56,518 | ||||||
Error Related to Share-based Compensation Expense | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Total operating expenses | $ 3,100 | $ (3,100) | ||||||
Net loss per share attributable to common stockholders — basic and diluted (in dollars per share) | $ (0.03) | $ 0.04 | ||||||
Research and development expenses | $ 1,100 | $ (1,100) | ||||||
General and administrative expenses | $ 2,000 | $ (2,000) |