Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 03, 2017 | |
Document and Entity Information | ||
Entity Registrant Name | Nabriva Therapeutics plc | |
Entity Central Index Key | 1,641,640 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shares Outstanding | 36,691,490 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 112,158 | $ 32,778 |
Short-term investments | 531 | 51,106 |
Other receivables | 3,673 | 5,561 |
Prepaid expenses | 1,510 | 1,176 |
Total current assets | 117,872 | 90,621 |
Property, plant and equipment, net | 1,405 | 519 |
Intangible assets, net | 199 | 270 |
Long-term receivables | 420 | 420 |
Deferred tax assets | 1,410 | |
Total assets | 119,896 | 93,240 |
Current liabilities: | ||
Accounts payable | 5,319 | 2,551 |
Accrued expense and other current liabilities | 11,014 | 13,326 |
Total current liabilities | 16,333 | 15,877 |
Non-current liabilities | ||
Long-term debt | 227 | |
Other non-current liabilities | 198 | 107 |
Total non-current liabilities | 425 | 107 |
Total liabilities | 16,758 | 15,984 |
Commitments and contingencies (Note 9) | ||
Stockholders' Equity: | ||
Common shares, no par value, 2,719,695 common shares issued and outstanding at December 31, 2016 | 2,939 | |
Ordinary shares, nominal value $0.01, 1,000,000,000 ordinary shares authorized at September 30, 2017; 36,691,490 issued and outstanding at September 30, 2017 | 367 | |
Preferred shares, par value $0.01, 100,000,000 shares authorized at September 30, 2017; None issued and outstanding at September 30, 2017 | ||
Additional paid in capital | 359,680 | 279,149 |
Accumulated other comprehensive income | 27 | 10 |
Accumulated deficit | (256,936) | (204,842) |
Total stockholders' equity | 103,138 | 77,256 |
Total liabilities and stockholders' equity | $ 119,896 | $ 93,240 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Consolidated Balance Sheets | ||
Common stock, no par value | $ 0 | |
Common stock, issued shares | 2,719,695 | |
Common stock, outstanding shares | 2,719,695 | |
Ordinary stock, par value (in dollars per share) | $ 0.01 | |
Ordinary stock, authorized shares | 1,000,000,000 | |
Ordinary stock, issued shares | 36,691,490 | |
Ordinary stock, outstanding shares | 36,691,490 | |
Preferred stock, par value (in dollars per share) | $ 0.01 | |
Preferred stock, authorized shares | 100,000,000 | |
Preferred stock, issued shares | 0 | |
Preferred stock, outstanding shares | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues: | ||||
Research premium and grant revenue | $ 1,468 | $ 971 | $ 4,197 | $ 4,175 |
Operating expenses: | ||||
Research and development | (12,668) | (12,058) | (36,371) | (35,037) |
General and administrative | (9,525) | (2,992) | (19,313) | (9,445) |
Total operating expenses | (22,193) | (15,050) | (55,684) | (44,482) |
Loss from operations | (20,725) | (14,079) | (51,487) | (40,307) |
Other income (expense): | ||||
Other income (expense), net | 301 | 50 | 391 | 404 |
Interest income | 69 | 92 | 302 | 234 |
Interest expense | (42) | (35) | (46) | (35) |
Loss before income taxes | (20,397) | (13,972) | (50,840) | (39,704) |
Income tax benefit (expense) | (1,872) | (28) | (1,254) | 1 |
Net loss | (22,269) | (14,000) | (52,094) | (39,703) |
Other comprehensive income (loss), net of tax | ||||
Unrealized gains on available-for-sale securities | 69 | 34 | 43 | 67 |
Other comprehensive income, net of tax | 69 | 34 | 43 | 67 |
Comprehensive loss | $ (22,200) | $ (13,966) | $ (52,051) | $ (39,636) |
Loss per share | ||||
Basic and Diluted (in dollars per share) | $ (0.79) | $ (0.66) | $ (1.89) | $ (1.87) |
Weighted average number of shares: | ||||
Basic and Diluted (in shares) | 28,147,226 | 21,276,610 | 27,517,267 | 21,236,260 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (52,094) | $ (39,703) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash other expense, net | (1,356) | (283) |
Non-cash interest income | (102) | |
Depreciation and amortization expense | 295 | 172 |
Stock-based compensation | 4,538 | 1,983 |
Deferred income taxes | 1,410 | (428) |
Other, net | 147 | 36 |
Changes in operating assets and liabilities: | ||
Changes in long-term receivables | (8) | |
Changes in other receivables and prepaid expenses | 1,554 | (4,418) |
Changes in accounts payable | 2,632 | (234) |
Changes in accrued expenses and other liabilities | (2,419) | 5,251 |
Changes in other non-current liabilities | 27 | 13 |
Net cash used in operating activities | (45,266) | (37,721) |
Cash flows from investing activities | ||
Purchases of plant and equipment and intangible assets | (1,141) | (456) |
Purchases of available-for-sale securities | (14,000) | |
Purchases of term deposits | (10) | |
Proceeds from sales of property, plant and equipment | 2 | |
Proceeds from maturities of term deposits | 15,000 | |
Proceeds from sales of available-for-sale securities | 50,500 | 25,000 |
Net cash provided by investing activities | 49,361 | 25,534 |
Cash flows from financing activities | ||
Proceeds from sale of ordinary shares | 80,000 | |
Proceeds from long-term debt | 228 | |
Proceeds from exercise of stock options | 83 | 243 |
Equity offering costs | (6,382) | |
Net cash provided by financing activities | 73,929 | 243 |
Effects of foreign currency translation on cash and cash equivalents | 1,356 | 282 |
Net increase (decrease) in cash and cash equivalents | 79,380 | (11,662) |
Cash and cash equivalents at beginning of period | 32,778 | 36,446 |
Cash and cash equivalents at end of period | $ 112,158 | $ 24,784 |
Organization and Business Activ
Organization and Business Activities | 9 Months Ended |
Sep. 30, 2017 | |
Organization and Business Activities | |
Organization and Business Activities | 1. Organization and Business Activities Nabriva Therapeutics plc (“Nabriva Ireland”), together with its wholly owned and consolidated subsidiaries, Nabriva Therapeutics GmbH (“Nabriva Austria”), Nabriva Therapeutics US, Inc., Nabriva Therapeutics Ireland DAC, and Nabriva Therapeutics One DAC (collectively, “Nabriva”, the “Nabriva Group” or the “Company”) is a clinical stage biopharmaceutical company engaged in the research and development of novel anti-infective agents to treat serious infections, with a focus on the pleuromutilin class of antibiotics. The Company’s headquarters are located at 25-28 North Wall Quay, Dublin, Ireland. On March 1, 2017, Nabriva Ireland was incorporated in Ireland under the name Hyacintho 2 plc, and was renamed to Nabriva Therapeutics plc on April 10, 2017, in order to effectuate the change of the jurisdiction of incorporation of the ultimate parent company of the Nabriva Group from Austria to Ireland. Nabriva Ireland replaced Nabriva Austria as the ultimate parent company on June 23, 2017, following the conclusion of a tender offer (the “Exchange Offer”) in which holders of 98.5% of the outstanding share capital of Nabriva Austria exchanged their holdings for ordinary shares, $0.01 nominal value per share, of Nabriva Ireland (the “Redomiciliation Transaction”). The ordinary shares of Nabriva Ireland were issued on a one-for-ten basis to the holders of the Nabriva Austria common shares (“Nabriva Austria common shares”) and on a one-for-one basis to the holders of the Nabriva Austria American Depositary Shares (“Nabriva Austria ADSs”) participating in the Exchange Offer. On June 26, 2017, the ordinary shares of Nabriva Ireland began trading on the NASDAQ Global Market under the symbol “NBRV,” the same symbol under which the American Depositary Shares of Nabriva Austria were previously traded. This transaction was accounted for as a merger between entities under common control; accordingly, the historical financial statements of Nabriva Austria for periods prior to this transaction are considered to be the historical financial statements of Nabriva Ireland. As of September 30, 2017, 100% of Nabriva Austria share capital had been exchanged for ordinary shares of Nabriva Ireland. Nabriva Austria was incorporated in Austria as a spin-off from Sandoz GmbH in October 2005 and commenced operations in February 2006 as Nabriva Therapeutics AG. On October 19, 2017, Nabriva Austria was converted into a private limited liability company under Austrian law and renamed Nabriva Therapeutics GmbH. Nabriva Therapeutics US, Inc. was founded and began operations in the United States in August 2014. In February 2017, Nabriva Austria purchased all shares issued in the capital of Hyacintho DAC, a designated activity company incorporated by a nominee company in December 2016; it renamed the company to Nabriva Therapeutics Ireland DAC on April 10, 2017 and renamed the company again to Nabriva Therapeutics One DAC on October 13, 2017 (“One DAC”). From April 2017, One DAC held a license of all of the intellectual property rights of the Nabriva Group from Nabriva Austria. In October 2017, the Company purchased all shares issued in the capital of a new Irish designated activity company, Nabriva Therapeutics Ireland DAC (“Nabriva DAC”) from a nominee company. On October 19, 2017, Nabriva Austria terminated the intellectual property rights license in place with One DAC and put in place a new intellectual property rights license with Nabriva DAC in respect of all of the intellectual property rights of the Nabriva Group. Throughout these Notes to the Unaudited Consolidated Financial Statements, unless the context requires otherwise, all references to “Nabriva,” “the Nabriva Group,” “the Company,” or similar terms on or prior to June 23, 2017 (the effective date of the Redomiciliation Transaction), refer to our predecessor, Nabriva Austria, together with its subsidiaries. Certain share and per share amounts have been retrospectively adjusted to reflect the Exchange Offer and the Redomiciliation Transaction. Liquidity As of December 31, 2016, the Company adopted the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements - Going Concern (“ASC 205-40”), which requires management to assess the Company’s ability to continue as a going concern for one year after the date the financial statements are issued. This standard requires management to 1) identify and disclose if there are initial conditions indicating substantial doubt about the Company’s ability to continue as a going concern within one year of the issuance date of the financial statements, 2) disclose the principal conditions that gave rise to substantial doubt, 3) disclose management’s evaluation of the significance of those conditions in relation to the Company’s ability to meet its obligations and 4) disclose management’s plans that are intended to mitigate the adverse conditions. In accordance with the accounting standard, when considering management’s plans to mitigate the conditions giving rise to substantial doubt, management can only consider those plans which are probable to be successfully implemented. As disclosed in its Annual Report on Form 10-K for the year ended December 31, 2016, the Company’s projected expenditures may deplete current cash, cash equivalents and investments in 2018. As of September 30, 2017, management has further assessed this risk and, in accordance with the requirements of ASC 205-40, determined that there are conditions indicating that there is substantial doubt about the Company’s ability to continue as a going concern within one year of the issuance date of these interim consolidated financial statements. Since its inception, the Company has incurred net losses and generated negative cash flows from its operations. To date, it has financed its operations through the sale of equity securities, including its initial public offering of Nabriva Austria ADSs, public follow-on offerings and private placements of its Nabriva Austria common shares, convertible debt financings and research and development support from governmental grants and loans. On September 22, 2017 the Company completed an underwritten public offering of 9,411,765 ordinary shares at a public offering price of $8.50 per share, resulting in gross proceeds of $80.0 million and net proceeds to the Company of approximately $73.3 million, after deducting underwriting discounts and commissions and offering expenses. As of September 30, 2017, the Company had cash and cash equivalents and short-term investments of $112.7 million. The Company anticipates that its expenses will increase substantially as it continues the development of and seeks marketing approval for lefamulin and, possibly, other product candidates and continues its research activities. The Company’s expenses will increase if it suffers any delays in its Phase 3 clinical program for lefamulin for the treatment of community-acquired bacterial pneumonia (“CABP”), including delays in patient enrollment for its on-going Phase 3 clinical trial of lefamulin for CABP. If the Company obtains marketing approval for lefamulin or any other product candidate that it develops, it expects to incur significant commercialization expenses related to product sales, marketing, distribution and manufacturing. The Company expects to seek additional funding in future periods. While the Company has raised capital in the past, the ability to raise capital in future periods is not considered probable, as defined under the accounting standards. As such, under the requirements of ASC 205-40, management may not consider the potential for future capital raises in their assessment of the Company’s ability to meet its obligations for the next twelve months. If the Company is not able to secure adequate additional funding in future periods, the Company may make reductions in certain expenditures. This may include extending payment terms with suppliers, liquidating assets, and suspending or curtailing planned programs. The Company may also have to delay, reduce the scope of, suspend or eliminate one or more research and development programs or its commercialization efforts. The ability to unilaterally reduce spending, at a level that mitigates the factors described above, is not considered probable, as defined in the accounting standards; as such, under the requirements of ASC 205-40, the full extent to which management may extend the Company’s funds through these actions may not be considered in management’s assessment of the Company’s ability to continue as a going concern for the next twelve months. As a result, in accordance with the requirements of ASC 205-40, management has concluded that it is required to disclose that substantial doubt exists about the Company’s ability to continue as a going concern for one year from the date these financial statements are issued. While management has plans in place to mitigate these actions, they are not considered probable, as defined in the accounting standards, and a failure to raise the additional funding or to effectively implement cost reductions could harm the Company’s business, results of operations and future prospects. The Compamy expects that its existing cash, cash equivalents and short-term investments will be sufficient to enable the Company to fund its operating expenses and capital expenditure requirements into the fourth quarter of 2018.The interim consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Preparation The unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) for interim financial information and U.S. Securities and Exchange Commission (“SEC”) regulations for quarterly reporting. The accompanying consolidated financial information as of September 30, 2017 and for the three and nine months ended September 30, 2016 and 2017 is unaudited. The December 31, 2016 condensed balance sheet data was derived from audited consolidated financial statements but does not include all disclosures required by US GAAP. The interim unaudited consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of September 30, 2017 and for the three and nine months ended September 30, 2016 and 2017. The financial data and other information disclosed in these notes related to the three and nine months ended September 30, 2016 and 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017, any other interim periods or any future year or period. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto for the year ended December 31, 2016 contained in the Company’s Annual Report on Form 10-K, as filed with the SEC on March 24, 2017. The Company’s significant accounting policies are described in Note 2 of the notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. Since the date of those financial statements, there have been no changes to the Company’s significant accounting policies. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified effective date. Adopted as of the current period: · In November 2015, the FASB issued Accounting Standards Update (“ASU”) 2015-17, Income Taxes: Balance Sheet Classification of Deferred Taxes. ASU 2015-17 simplifies the balance sheet classification of deferred taxes and requires that all deferred taxes be presented as noncurrent. ASU 2015-17 was effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. The impact of adopting this standard did not have a material effect on the Company’s financial position, results of operation or cash flow and related disclosures. · In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting . ASU 2016-09 provides for simplification of certain aspects of employee share-based payment accounting including income taxes, classification of awards as either equity or liabilities, accounting for forfeitures and classification on the statement of cash flows. ASU 2016-09 was effective for the fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. The impact of adopting this standard did not have a material effect on the Company’s financial position, results of operation or cash flow and related disclosures. To be adopted in future periods: · In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , an updated standard on revenue recognition. ASU 2014-09 provides enhancements to the quality and consistency of how revenue is reported by companies while also improving comparability in the financial statements of companies reporting using International Financial Reporting Standards or US GAAP. The main purpose of the new standard is for companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which a company expects to be entitled in exchange for those goods or services. The new standard also will result in enhanced revenue disclosures, provide guidance for transactions that were not previously addressed comprehensively and improve guidance for multiple-element arrangements. In July 2015, the FASB voted to approve a one-year deferral of the effective date of ASU 2014-09, which will be effective for the Company in the first quarter of fiscal year 2018 and may be applied on a full retrospective or modified retrospective approach. ASU 2014-09 will have no impact on the Company until it begins to generate product revenue. · In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities . ASU 2016-01 amends certain aspects of accounting and disclosure requirements of financial instruments, including the requirement that equity investments with readily determinable fair values be measured at fair value with changes in fair value recognized in the results of operations. ASU 2016-01 is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years. The Company does not anticipate the initial adoption of the provisions of this guidance will have a material impact on its financial position, results of operation or cash flow and related disclosures. · In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. A modified retrospective transition approach is required for lessees of capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the impact that the standard will have on its financial position, results of operation or cash flow and related disclosures. · In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation : Scope of Modification Accounting . ASU 2017-09 clarifies which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718, Compensation—Stock Compensation . ASU 2017-09 is effective for annual periods beginning after December 15, 2017, and interim periods within those years. Early adoption is permitted. An entity should apply the amendments prospectively to a modification that occurs on or after the adoption date. The Company does not anticipate the initial adoption of the provisions of this guidance to have a material impact on its financial position, results of operation or cash flow and related disclosures. |
Research Premium and Grant Reve
Research Premium and Grant Revenue | 9 Months Ended |
Sep. 30, 2017 | |
Research Premium and Grant Revenue | |
Research Premium and Grant Revenue | 3. Research Premium and Grant Revenue Research premium and grant revenue consists of the following items: Three Months Ended Nine Months Ended (in thousands) 2016 2017 2016 2017 Research premium $ $ $ $ Government grants — — Grants from WWFF Total $ $ $ $ Research premium and grant revenue comprises (1) the research premium from the Austrian government, (2) grants received from the Austrian Research Promotion Agency ( Österreichische Forschungsförderungsgesellschaft, or FFG ) and the Vienna Business Promotion Fund ( Wiener Wirtschaftsförderungsfonds, or WWFF ) and (3) the benefit of government loans at below-market interest rates. The research premium the Company receives from the Austrian government is calculated at a specified percent of specified research and development cost base. The Company recognizes the research premium as long as it has incurred research and development expenses. The WWFF grant is paid out through the landlord in the form of a monthly reduction in lease payments and is recognized over the period from grant date in March 2010 until end of the lease termination waiver term in December 2017. All grants are non-refundable as long as the conditions of the grant are met. The Company is and has been in full compliance with the conditions of the grants and all related regulations. |
Income tax (expense) benefit
Income tax (expense) benefit | 9 Months Ended |
Sep. 30, 2017 | |
Income tax (expense) benefit | |
Income tax (expense) benefit | 4. Income tax (expense) benefit In accordance with the FASB Accounting Standard Codification (ASC) Topic No. 270 “Interim Reporting” and ASC Topic No. 740 “Income Taxes” (Topic No. 740) at the end of each interim period, the Company is required to determine the best estimate of its annual effective tax rate and then apply that rate in providing for income taxes on a current year-to-date (interim period) basis. For the three months ended September 30, 2017, the Company recorded a tax expense of $1.9 million and for the three months ended September 30, 2016, the Company recorded a tax expense of $28,000. For the nine months ended September 30, 2017, the Company recorded a tax expense of $1.3 million and for the nine months ended September 30, 2016, the Company recorded a tax benefit of $1,000. Deferred tax assets and deferred tax liabilities are recognized based on temporary differences between the financial reporting and tax bases of assets and liabilities using statutory rates. Management of the Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets, including the Company’s history of losses and concluded that it is more likely than not that the Company will not recognize the benefits of its deferred tax assets. On the basis of this evaluation, as of September 30, 2017 and December 31, 2016, the Company has recorded a valuation allowance of $62.8 million and $54.1 million, respectively. The amount of the deferred tax assets considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as the Company’s projections for growth. |
Earnings (Loss) per Share
Earnings (Loss) per Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings (Loss) per Share | |
Earnings (Loss) per Share | 5. Earnings (Loss) per Share Basic and diluted loss per share For the three and nine months ended September 30, 2017 and 2016, basic and diluted net loss per share was determined by dividing net loss attributable to shareholders by the weighted average number of shares outstanding during the period. Diluted net loss per share is the same as basic net loss per share during the periods presented as the effects of the Company’s potential common stock equivalents are antidilutive and thus not included in the calculation. Three Months Ended Nine Months Ended (in thousands, except per share data) 2016 2017 2016 2017 Net loss for the period $ ) $ ) $ ) $ ) Weighted average number of shares outstanding Basic and diluted loss per share $ ) $ ) $ ) $ ) The following common stock equivalents were excluded from the calculations of diluted earnings per share as their effect would be anti-dilutive: Three Months Ended Nine Months Ended 2016 2017 2016 2017 Stock option awards |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Measurement | |
Fair Value Measurement | 6. Fair Value Measurement US GAAP establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows: · Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities. · Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (as exchange rates). · Level 3: Valuation techniques that include inputs for the asset or liability that are not based on observable market data (those are unobservable inputs) and significant to the overall fair value measurement. The following table presents the financial instruments measured at fair value and classified by level according to the fair value measurement hierarchy: (in thousands) Level 1 Level 2 Level 3 Total As of December 31, 2016 Assets: Short-term investments: Available-for-sale investments $ $ $ — $ Term deposits — — Total Assets $ $ $ — $ (in thousands) Level 1 Level 2 Level 3 Total As of September 30, 2017 Assets: Short-term investments: Available-for-sale investments $ — $ $ — $ Term deposits — — Total Assets $ $ $ — $ As of September 30, 2017 and December 31, 2016, the Company held short-term investments classified as both Level 1 and Level 2, and the Company did not hold any Level 3 financial instruments measured at fair value. There were no transfers between Level 1 and 2 in the nine months ended September 30, 2017 or the year ended December 31, 2016. There were no changes in valuation techniques during the nine months ended September 30, 2017. As of September 30, 2017 and December 31, 2016, the Company did not hold any financial instruments as liabilities that were held at fair value. Other receivables and accounts payable are carried at their historical cost which approximates fair value due to their short-term nature. |
Share-Based Payments
Share-Based Payments | 9 Months Ended |
Sep. 30, 2017 | |
Share-Based Payments | |
Share-Based Payments | 7. Share-Based Payments Stock Option Plan 2007 On September 12, 2007 the Company’s management and supervisory boards resolved to implement a stock option plan (“SOP 2007”) for all employees (including members of the management board) with open-ended contracts of employment with the Company and for selected members of the supervisory board of the Company and further participants. The stock option plan became effective on September 28, 2007. In connection with the Redomiciliation Transaction, the SOP 2007 was amended to take account of certain requirements under Irish law and assumed by Nabriva Ireland, with each option to acquire one Nabriva Austria common share becoming an option to acquire ten ordinary shares of Nabriva Ireland on the same terms and conditions. As of September 27, 2017, all outstanding options under the SOP 2007 automatically terminated and were forfeited. Stock-based compensation expense under the SOP 2007 was $10,000 and $40,000 for the three and nine months ended September 30, 2017, respectively. Stock Option Plan 2015 On April 2, 2015, the Company’s shareholders, management board and supervisory board adopted the Stock Option Plan 2015 (the “SOP 2015”) and the shareholders approved an amended and restated version of the SOP 2015 on June 30, 2015. An amendment to the amended and restated SOP 2015 was approved by the shareholders on July 22, 2015. SOP 2015 became effective on July 3, 2015 upon the registration with the commercial register in Austria of the conditional capital increase approved by the shareholders on June 30, 2015. The SOP 2015 initially provided for the grant of options for up to 95,000 Nabriva Austria common shares to the Company’s employees, including members of the management board, and to members of the supervisory board. Following the closing of the initial public offering of the Company, the overall number of options increased to 177,499 Nabriva Austria common shares. Following approval by the Company’s shareholders at its 2016 annual general meeting, the number of shares available for issuance under the SOP 2015 was increased to 346,235 Nabriva Austria common shares. In connection with the Redomiciliation Transaction, the SOP 2015 was amended to take account of certain requirements under Irish law and assumed by Nabriva Ireland, with each option to acquire one Nabriva Austria common share becoming an option to acquire ten ordinary shares of Nabriva Ireland on the same terms and conditions. Each vested option grants the beneficiary the right to acquire one share in the Company. The vesting period for the options is four years following the grant date. On the last day of the last calendar month of the first year of the vesting period, 25% of the options attributable to each beneficiary are automatically vested. During the second, third and fourth years of the vesting period, the remaining 75% of the options vest on a monthly pro rata basis (i.e. 2.083% per month). Options granted under the SOP 2015 have a term of no more than ten years from the beneficiary’s date of participation. Movements in the number of share options outstanding and their related weighted average exercise prices under the SOP 2015 are as follows: 2017 Stock Option Plan 2015 Options Weighted Aggregate Outstanding as of January 1, 2017 — Granted — Exercised — — — Forfeited ) — Outstanding as of September 30, 2017 $ — Vested and exercisable as of September 30, 2017 $ Stock-based compensation expense under the SOP 2015 was approximately $1.6 million and $4.5 million for the three and nine months ended September 30, 2017, respectively. The weighted average fair value of the options granted during the nine months ended September 30, 2017 was $5.05, per share. The 1,458,300 options granted in the nine months ended September 30, 2017, were valued based on a Black Scholes option pricing model using the following assumptions. The significant inputs into the model were as follows: Input parameters Range of expected volatility 55.6% - 62.0% Expected term of options (in years) 6.1 Range of risk-free interest rate 1.8% - 2.1% Dividend yield — The expected price volatility is based on historical trading volatility for the publicly traded peer companies under consideration of the remaining life of the options. The weighted average remaining contractual life of the options as of September 30, 2017 is 8.7 years. As of September 30, 2017, there was $11.7 million of total unrecognized compensation expense, related to unvested options granted under the SOP 2015, which will be recognized over the weighted-average remaining vesting period of 1.4 years. 2017 Share Incentive Plan On July 26, 2017, the Company’s board of directors adopted the 2017 Share Incentive Plan (the “2017 Plan”) and the shareholders approved the 2017 Plan at the Company’s Extraordinary General Meeting of Shareholders on September 15, 2017. Following shareholder approval of the 2017 Plan, the Company ceased making awards under the SOP 2015, and future awards will be made under the 2017 Plan. However, all outstanding awards under SOP 2015 will remain in effect and continue to be governed by the terms of the SOP 2015. The 2017 Plan permits the award of share options (both incentive and nonstatutory options), share appreciation rights (“SARs”), restricted shares, restricted share units (“RSUs”), and other share-based awards to the Company’s employees, officers, directors, consultants and advisers. The 2017 Plan is administered by the Company’s board of directors. Under the 2017 Plan, the number of ordinary shares that will be reserved for issuance will be the sum of (1) 3,000,000 ordinary shares; plus (2) a number of ordinary shares (up to 3,438,990 ordinary shares) which is equal to the sum of the number of the Company’s ordinary shares then available for issuance under the SOP 2015 and the number of ordinary shares subject to outstanding awards under the SOP 2015 that expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right; plus (3) an annual increase, to be added on the first day of each fiscal year beginning in the fiscal year ending December 31, 2018 and continuing until, and including, the fiscal year ending December 31, 2027, equal to the least of (i) 2,000,000 ordinary shares, (ii) 4% of the number of outstanding ordinary shares on such date and (iii) an amount determined by the board of directors. At September 30, 2017, 3,438,990 ordinary shares were available for issuance under the 2017 Plan. Options and SARs granted will be exercisable at such times and subject to such terms and conditions as the board may specify in the applicable option agreement; provided, however, that no option or SAR will be granted with a term in excess of ten years. The board will also determine the terms and conditions of restricted shares and RSUs, including the conditions for vesting and repurchase (or forfeiture) and the issue price, if any. The following table summarizes information regarding our stock option awards under the 2017 Plan at September 30, 2017: 2017 2017 Plan Options Weighted Aggregate Outstanding as of January 1, 2017 — — — Granted — Exercised — — — Forfeited — — — Outstanding as of September 30, 2017 $ Vested and exercisable as of September 30, 2017 — — — Stock-based compensation expense under the 2017 Plan was approximately $14,000 for the three and nine months ended September 30, 2017, respectively. The weighted average fair value of the options granted during the nine months ended September 30, 2017 was $4.40, per share. The 150,600 options granted in the nine months ended September 30, 2017, were valued based on a Black Scholes option pricing model using the following assumptions. The significant inputs into the model were as follows: Input parameters Range of expected volatility 59.5% - 63.0% Expected term of options (in years) 5.9 Range of risk-free interest rate 1.9% - 2.0% Dividend yield — The expected price volatility is based on historical trading volatility for the publicly traded peer companies under consideration of the remaining life of the options. The weighted average remaining contractual life of the options as of September 30, 2017 is 10.0 years. As of September 30, 2017, there was $0.6 million of total unrecognized compensation expense, related to unvested options granted under the 2017 Plan, which will be recognized over the weighted-average remaining vesting period of 1.7 years. |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 9 Months Ended |
Sep. 30, 2017 | |
Accrued Expenses and Other Liabilities | |
Accrued Expenses and Other Liabilities | 8. Accrued Expenses and Other Liabilities Other non-current liabilities include an obligation to pay jubilee benefits arising under the collective bargaining agreement for the chemical industry, by which employees in Austria are entitled to receive jubilee payments after being employed for a certain number of years. For this obligation a provision of $134,000 and $107,000 has been made as of September 30, 2017 and December 31, 2016, respectively. The Company’s net obligation in respect of the jubilee payments is calculated annually by an independent actuary in accordance with ASC 710-10-25 using the projected unit credit method. The principle actuarial assumptions used were as follows: discount rate of 1.3% and retirement at the age of 61.5-65 for men and 56.5-65 for women, future annual salary increases of 3%. Accrued expenses and other current liabilities include the following: (in thousands) As of As of Research and development related costs $ $ Payroll and related costs Accounting, tax and audit services Other Total other current liabilities $ $ |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies | |
Commitments and Contingencies | 9. Commitments and Contingencies Commitments Lease Agreements In March 2007, the Company entered into a lease agreement for an unlimited period starting in December 2007 with CONTRA Liegenschaftsverwaltung GmbH for the use of business and research premises at Leberstrasse 20, 1110 Vienna. Within the first 10 years the contract can only be terminated under certain conditions. The monthly rental fee for the premises and laboratory furniture was $88,000 and $85,000, as of September 30, 2017 and December 31, 2016, respectively, and includes all operating costs. Additional monthly costs for facility management and security services amounted to $9,000 and $9,000 as of September 30, 2017 and December 31, 2016, respectively. In July 2015, the Company entered into a lease agreement with CardConnect, LLC, for the use of office premises at 1000 Continental Drive, Suite 600, King of Prussia, PA 19406, USA with the lease term continuing until December 2023. The monthly base rental fee was approximately $40,000 and $40,000 as of September 30, 2017 and December 31, 2016, respectively. The obligations under the lease agreements are payable as follows: (in thousands) As of As of No later than 1 year $ $ Later than 1 year and no later than 5 years Later than 5 years Total $ $ Other contractual commitments In addition to the agreements described above, the Company has other contractual commitments related primarily to contracts entered into with contract research organizations and contract manufacturing organizations in connection with the conduct of clinical trials and other research and development activities.The estimated payments to the services providers included in the table below are based solely on the estimated work to be performed by them to complete the trials and other activities along with the anticipated achievement of milestones included within the agreements. Also,some of these contracts are subject to early termination clauses exercisable at the discretion of the Company. Minimum required payments, if any, under these agreements are deemed to be immaterial. The remaining payments to be made under these agreements are estimated as follows: (in thousands) As of As of No later than 1 year $ $ Later than 1 year and no later than 5 years Total $ $ The estimated payments to the services providers included in the table above are based solely on the estimated work to be performed by them to complete the clinical trials and other research and development activities along with the anticipated achievement of the milestones included within the agreements. The Company is not obligated to make minimum required payments under these service agreements. Contingencies The Company has no contingent liabilities in respect of legal claims arising in the ordinary course of business. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events | |
Subsequent Events | 10. Subsequent Events The Company evaluated all events or transactions that occurred subsequent to September 30, 2017 through the date the unaudited consolidated financial statements were issued, and have not identified any such events material to an understanding of the unaudited consolidated financial statements. |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Summary of Significant Accounting Policies | |
Basis of Preparation | Basis of Preparation The unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) for interim financial information and U.S. Securities and Exchange Commission (“SEC”) regulations for quarterly reporting. The accompanying consolidated financial information as of September 30, 2017 and for the three and nine months ended September 30, 2016 and 2017 is unaudited. The December 31, 2016 condensed balance sheet data was derived from audited consolidated financial statements but does not include all disclosures required by US GAAP. The interim unaudited consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of September 30, 2017 and for the three and nine months ended September 30, 2016 and 2017. The financial data and other information disclosed in these notes related to the three and nine months ended September 30, 2016 and 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017, any other interim periods or any future year or period. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto for the year ended December 31, 2016 contained in the Company’s Annual Report on Form 10-K, as filed with the SEC on March 24, 2017. The Company’s significant accounting policies are described in Note 2 of the notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. Since the date of those financial statements, there have been no changes to the Company’s significant accounting policies. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified effective date. Adopted as of the current period: · In November 2015, the FASB issued Accounting Standards Update (“ASU”) 2015-17, Income Taxes: Balance Sheet Classification of Deferred Taxes. ASU 2015-17 simplifies the balance sheet classification of deferred taxes and requires that all deferred taxes be presented as noncurrent. ASU 2015-17 was effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. The impact of adopting this standard did not have a material effect on the Company’s financial position, results of operation or cash flow and related disclosures. · In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting . ASU 2016-09 provides for simplification of certain aspects of employee share-based payment accounting including income taxes, classification of awards as either equity or liabilities, accounting for forfeitures and classification on the statement of cash flows. ASU 2016-09 was effective for the fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. The impact of adopting this standard did not have a material effect on the Company’s financial position, results of operation or cash flow and related disclosures. To be adopted in future periods: · In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , an updated standard on revenue recognition. ASU 2014-09 provides enhancements to the quality and consistency of how revenue is reported by companies while also improving comparability in the financial statements of companies reporting using International Financial Reporting Standards or US GAAP. The main purpose of the new standard is for companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which a company expects to be entitled in exchange for those goods or services. The new standard also will result in enhanced revenue disclosures, provide guidance for transactions that were not previously addressed comprehensively and improve guidance for multiple-element arrangements. In July 2015, the FASB voted to approve a one-year deferral of the effective date of ASU 2014-09, which will be effective for the Company in the first quarter of fiscal year 2018 and may be applied on a full retrospective or modified retrospective approach. ASU 2014-09 will have no impact on the Company until it begins to generate product revenue. · In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities . ASU 2016-01 amends certain aspects of accounting and disclosure requirements of financial instruments, including the requirement that equity investments with readily determinable fair values be measured at fair value with changes in fair value recognized in the results of operations. ASU 2016-01 is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years. The Company does not anticipate the initial adoption of the provisions of this guidance will have a material impact on its financial position, results of operation or cash flow and related disclosures. · In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. A modified retrospective transition approach is required for lessees of capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the impact that the standard will have on its financial position, results of operation or cash flow and related disclosures. · In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation : Scope of Modification Accounting . ASU 2017-09 clarifies which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718, Compensation—Stock Compensation . ASU 2017-09 is effective for annual periods beginning after December 15, 2017, and interim periods within those years. Early adoption is permitted. An entity should apply the amendments prospectively to a modification that occurs on or after the adoption date. The Company does not anticipate the initial adoption of the provisions of this guidance to have a material impact on its financial position, results of operation or cash flow and related disclosures. |
Research Premium and Grant Re17
Research Premium and Grant Revenue (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Research Premium and Grant Revenue | |
Schedule of research premium and grant revenue | Three Months Ended Nine Months Ended (in thousands) 2016 2017 2016 2017 Research premium $ $ $ $ Government grants — — Grants from WWFF Total $ $ $ $ |
Earnings (Loss) per Share (Tabl
Earnings (Loss) per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings (Loss) per Share | |
Schedule of basic and diluted loss per share | Three Months Ended Nine Months Ended (in thousands, except per share data) 2016 2017 2016 2017 Net loss for the period $ ) $ ) $ ) $ ) Weighted average number of shares outstanding Basic and diluted loss per share $ ) $ ) $ ) $ ) |
Schedule of common stock equivalents excluded from calculations of diluted earnings per share | Three Months Ended Nine Months Ended 2016 2017 2016 2017 Stock option awards |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Measurement | |
Schedule of the financial instruments measured at fair value and classified by level according to the fair value measurement hierarchy | (in thousands) Level 1 Level 2 Level 3 Total As of December 31, 2016 Assets: Short-term investments: Available-for-sale investments $ $ $ — $ Term deposits — — Total Assets $ $ $ — $ (in thousands) Level 1 Level 2 Level 3 Total As of September 30, 2017 Assets: Short-term investments: Available-for-sale investments $ — $ $ — $ Term deposits — — Total Assets $ $ $ — $ |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
SOP 2,015 | |
Share-Based Payments | |
Schedule of movements of share options outstanding and their related weighted average exercise prices | 2017 Stock Option Plan 2015 Options Weighted Aggregate Outstanding as of January 1, 2017 — Granted — Exercised — — — Forfeited ) — Outstanding as of September 30, 2017 $ — Vested and exercisable as of September 30, 2017 $ |
Summary of assumptions used for valuation of options | Input parameters Range of expected volatility 55.6% - 62.0% Expected term of options (in years) 6.1 Range of risk-free interest rate 1.8% - 2.1% Dividend yield — |
2017 Plan | |
Share-Based Payments | |
Schedule of movements of share options outstanding and their related weighted average exercise prices | 2017 2017 Plan Options Weighted Aggregate Outstanding as of January 1, 2017 — — — Granted — Exercised — — — Forfeited — — — Outstanding as of September 30, 2017 $ Vested and exercisable as of September 30, 2017 — — — |
Summary of assumptions used for valuation of options | Input parameters Range of expected volatility 59.5% - 63.0% Expected term of options (in years) 5.9 Range of risk-free interest rate 1.9% - 2.0% Dividend yield — |
Accrued Expenses and Other Li21
Accrued Expenses and Other Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accrued Expenses and Other Liabilities | |
Schedule of accrued expenses and other current liabilities | (in thousands) As of As of Research and development related costs $ $ Payroll and related costs Accounting, tax and audit services Other Total other current liabilities $ $ |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies | |
Schedule of obligations payable under the lease agreements | (in thousands) As of As of No later than 1 year $ $ Later than 1 year and no later than 5 years Later than 5 years Total $ $ |
Schedule of remaining payments to be made under other contractual agreements | (in thousands) As of As of No later than 1 year $ $ Later than 1 year and no later than 5 years Total $ $ |
Organization and Business Act23
Organization and Business Activities - General (Details) $ / shares in Units, $ in Thousands | Sep. 22, 2017USD ($)$ / sharesshares | Jun. 23, 2017$ / shares | Sep. 30, 2017USD ($)$ / shares |
Organization And Business Activities | |||
Nominal value of ordinary stock (in dollars per share) | $ / shares | $ 0.01 | ||
Gross proceeds from sale of stock | $ 80,000 | ||
Cash and cash equivalents and short term investments | $ 112,700 | ||
Public offering | Ordinary Shares | |||
Organization And Business Activities | |||
Number of shares issued to public | shares | 9,411,765 | ||
Shares issued price per share | $ / shares | $ 8.50 | ||
Gross proceeds from sale of stock | $ 80,000 | ||
Proceeds from sale of stock, net of underwriting discounts, commissions and offering expenses | $ 73,300 | ||
Nabriva Therapeutics AG ("Nabriva Austria") | Redomiciliation Transaction | |||
Organization And Business Activities | |||
Nominal value of ordinary stock (in dollars per share) | $ / shares | $ 0.01 | ||
Percent of outstanding share capital exchanged | 98.50% | 100.00% | |
Nabriva Therapeutics AG ("Nabriva Austria") | Redomiciliation Transaction | Common Stock | |||
Organization And Business Activities | |||
Conversion ratio of common stock to ordinary shares | 0.10 | ||
Nabriva Therapeutics AG ("Nabriva Austria") | Redomiciliation Transaction | ADS | |||
Organization And Business Activities | |||
Conversion ratio of common stock to ordinary shares | 1 |
Research Premium and Grant Re24
Research Premium and Grant Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Research Premium and Grant Revenue | ||||
Research premium | $ 1,277 | $ 944 | $ 3,653 | $ 4,095 |
Government grants | 163 | 464 | ||
Grants from WWFF | 28 | 27 | 80 | 80 |
Total | $ 1,468 | $ 971 | $ 4,197 | $ 4,175 |
Income tax (expense) benefit (D
Income tax (expense) benefit (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Income tax (expense) benefit | |||||
Income tax benefit (expense) | $ (1,872) | $ (28) | $ (1,254) | $ 1 | |
Valuation allowance - current and noncurrent | $ 62,800 | $ 62,800 | $ 54,100 |
Earnings (Loss) per Share (Deta
Earnings (Loss) per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Basic and diluted loss per share | ||||
Net loss for the period | $ (22,269) | $ (14,000) | $ (52,094) | $ (39,703) |
Weighted average number of shares outstanding | 28,147,226 | 21,276,610 | 27,517,267 | 21,236,260 |
Basic and diluted loss per share | $ (0.79) | $ (0.66) | $ (1.89) | $ (1.87) |
Antidilutive share options | ||||
Stock option awards | 3,294,240 | 1,969,810 | 3,294,240 | 1,969,810 |
Fair Value Measurement (Details
Fair Value Measurement (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Short-term investments: | ||
Transfer of assets from Level 1 to 2 | $ 0 | $ 0 |
Transfer of assets from Level 2 to 1 | 0 | 0 |
Recurring | ||
Short-term investments: | ||
Available-for-sale investments | 501 | 51,076 |
Term Deposits | 30 | 30 |
Total Assets | 531 | 51,106 |
Level 1 | Recurring | ||
Short-term investments: | ||
Available-for-sale investments | 15,017 | |
Term Deposits | 30 | 30 |
Total Assets | 30 | 15,047 |
Level 2 | Recurring | ||
Short-term investments: | ||
Available-for-sale investments | 501 | 36,059 |
Total Assets | $ 501 | $ 36,059 |
Share-Based Payments - Stock Op
Share-Based Payments - Stock Option Plan 2007 (Details) - SOP 2007 - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2017 | Jun. 23, 2017 | |
Share-Based Payments | |||
Share-based compensation expense | $ 10,000 | $ 40,000 | |
Redomiciliation Transaction | Nabriva Therapeutics plc ("Nabriva Ireland") | Ordinary Shares | |||
Share-Based Payments | |||
Number of shares to be awarded for each option when exercised | 10 | ||
Redomiciliation Transaction | Nabriva Therapeutics AG ("Nabriva Austria") | Common Stock | |||
Share-Based Payments | |||
Number of shares to be awarded for each option when exercised | 1 |
Share-Based Payments - Stock 29
Share-Based Payments - Stock Option Plan 2015 (Details) - SOP 2015 - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Jun. 23, 2017 | Aug. 25, 2016 | Sep. 23, 2015 | Apr. 02, 2015 | |
Options | |||||||
Outstanding at beginning of year (in shares) | 1,794,360 | ||||||
Granted (in shares) | 1,458,300 | ||||||
Forfeited (in shares) | (110,900) | ||||||
Outstanding at end of year (in shares) | 3,141,760 | 3,141,760 | |||||
Vested and exercisable at end of year (in shares) | 897,159 | 897,159 | |||||
Weighted average exercise price in $ per share | |||||||
Outstanding balance at beginning of year (in dollars per share) | $ 7.83 | ||||||
Granted (in dollars per share) | 9.02 | ||||||
Forfeited (in dollars per share) | 8.92 | ||||||
Outstanding balance at end of year (in dollars per share) | $ 8.34 | 8.34 | |||||
Vested and exercisable balance at end of year (in dollars per share) | $ 7.67 | $ 7.67 | |||||
Aggregate intrinsic value | |||||||
Vested and exercisable at end of year (in dollars) | $ 1,630 | $ 1,630 | |||||
Options | |||||||
Share-Based Payments | |||||||
Vesting period | 4 years | ||||||
Other disclosures | |||||||
Share-based compensation expense | 4,500 | $ 1,600 | |||||
Weighted-average grant date fair value (in dollars per share) | $ 5.05 | ||||||
Fair Value Assumptions | |||||||
Expected term of options (in years) | 6 years 1 month 6 days | ||||||
Dividend yield (as a percent) | 0.00% | ||||||
Weighted-average remaining contractual life | 8 years 8 months 12 days | ||||||
Unrecognized compensation expense | |||||||
Total unrecognized compensation related to non-vested options (in dollars) | $ 11,700 | $ 11,700 | |||||
Period of recognition of total unrecognized compensation related to options | 1 year 4 months 24 days | ||||||
Options | First year | |||||||
Share-Based Payments | |||||||
Vesting period | 1 year | ||||||
Percentage that vests during the period | 25.00% | ||||||
Options | Second, third, and fourth years | |||||||
Share-Based Payments | |||||||
Percentage that vests during the period | 75.00% | ||||||
Monthly vesting percentage | 2.083% | ||||||
Common Stock | Nabriva Therapeutics AG ("Nabriva Austria") | |||||||
Share-Based Payments | |||||||
Maximum number of shares authorized | 346,235 | 177,499 | 95,000 | ||||
Common Stock | Redomiciliation Transaction | Nabriva Therapeutics AG ("Nabriva Austria") | |||||||
Share-Based Payments | |||||||
Number of shares to be awarded for each option when exercised | 1 | ||||||
Ordinary Shares | Redomiciliation Transaction | Nabriva Therapeutics plc ("Nabriva Ireland") | |||||||
Share-Based Payments | |||||||
Number of shares to be awarded for each option when exercised | 10 | ||||||
Minimum | Options | |||||||
Fair Value Assumptions | |||||||
Range of expected volatility (as a percent) | 55.60% | ||||||
Range of risk-free interest rate (as a percent) | 1.80% | ||||||
Maximum | Options | |||||||
Share-Based Payments | |||||||
Exercise period | 10 years | ||||||
Fair Value Assumptions | |||||||
Range of expected volatility (as a percent) | 62.00% | ||||||
Range of risk-free interest rate (as a percent) | 2.10% |
Share-Based Payments - Stock 30
Share-Based Payments - Stock Option Plan 2017 (Details) - 2017 Plan - USD ($) | Jul. 26, 2017 | Sep. 30, 2017 | Sep. 30, 2017 |
Options | |||
Outstanding at beginning of year (in shares) | 0 | ||
Granted (in shares) | 150,600 | ||
Outstanding at end of year (in shares) | 150,600 | 150,600 | |
Vested and exercisable at end of year (in shares) | 0 | 0 | |
Weighted average exercise price in $ per share | |||
Outstanding balance at beginning of year (in dollars per share) | $ 0 | ||
Granted (in dollars per share) | 7.69 | ||
Outstanding balance at end of year (in dollars per share) | $ 7.69 | $ 7.69 | |
Aggregate intrinsic value | |||
Outstanding at end of year (in dollars) | $ 76,000 | $ 76,000 | |
Other disclosures | |||
Share-based compensation expense | 14,000 | $ 14,000 | |
Weighted-average grant date fair value (in dollars per share) | $ 4.40 | ||
Fair Value Assumptions | |||
Weighted-average remaining contractual life | 10 years | ||
Unrecognized compensation expense | |||
Total unrecognized compensation related to non-vested options (in dollars) | $ 600,000 | $ 600,000 | |
Period of recognition of total unrecognized compensation related to options | 1 year 8 months 12 days | ||
Options | |||
Fair Value Assumptions | |||
Expected term of options (in years) | 5 years 10 months 24 days | ||
Dividend yield (as a percent) | 0.00% | ||
Options | Minimum | |||
Fair Value Assumptions | |||
Range of expected volatility (as a percent) | 59.50% | ||
Range of risk-free interest rate (as a percent) | 1.90% | ||
Options | Maximum | |||
Share-Based Payments | |||
Exercise period | 10 years | ||
Fair Value Assumptions | |||
Range of expected volatility (as a percent) | 63.00% | ||
Range of risk-free interest rate (as a percent) | 2.00% | ||
SARs | Maximum | |||
Share-Based Payments | |||
Exercise period | 10 years | ||
Ordinary Shares | |||
Share-Based Payments | |||
Number of shares authorized | 3,000,000 | 3,438,990 | 3,438,990 |
Additional shares authorized based on outstanding awards under previous plans | 3,438,990 | ||
Ordinary Shares | Minimum | |||
Share-Based Payments | |||
Annual increase, to be added on the first day of each fiscal year ( In Shares) | 2,000,000 | ||
Annual increase, to be added on the first day of each fiscal year ( In Percent) | 4.00% |
Accrued Expenses and Other Li31
Accrued Expenses and Other Liabilities - Jubilee Obligation (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Actuarial assumptions used to calculate the Company's obligations for jubilee payments | ||
Discount rate | 1.30% | |
Annual salary increase rate | 3.00% | |
Minimum | ||
Actuarial assumptions used to calculate the Company's obligations for jubilee payments | ||
Retirement age for men (in years) | 61 years 6 months | |
Retirement age for women (in years) | 56 years 6 months | |
Maximum | ||
Actuarial assumptions used to calculate the Company's obligations for jubilee payments | ||
Retirement age for men (in years) | 65 years | |
Retirement age for women (in years) | 65 years | |
Other non-current liabilities | ||
Accrued Expenses and Other Liabilities | ||
Provision for jubilee payments obligation | $ 134,000 | $ 107,000 |
Accrued Expenses and Other Li32
Accrued Expenses and Other Liabilities - Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Components of accrued expenses and other current liabilities: | ||
Research and development related costs | $ 4,487 | $ 8,716 |
Payroll and related costs | 3,520 | 2,150 |
Accounting, tax and audit services | 222 | 484 |
Other | 2,785 | 1,976 |
Total other current liabilities | $ 11,014 | $ 13,326 |
Commitments and Contingencies -
Commitments and Contingencies - Lease Agreements (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2007 | Sep. 30, 2017 | Dec. 31, 2016 | |
Obligations payable under the lease agreement: | |||
No later than 1 year | $ 770,000 | $ 1,484,000 | |
Later than 1 year and no later than 5 years | 2,563,000 | 2,536,000 | |
Later than 5 years | 111,000 | 507,000 | |
Total | 3,444,000 | 4,527,000 | |
CONTRA Liegenschaftsverwaltung GMBH | Lease Agreement, Business and Research Premises | |||
Lease Arrangements | |||
Term of the lease agreement, under which it can only be terminated under certain conditions | 10 years | ||
CONTRA Liegenschaftsverwaltung GMBH | Premises and Laboratory Furniture | |||
Lease Arrangements | |||
Monthly rent | 88,000 | 85,000 | |
CONTRA Liegenschaftsverwaltung GMBH | Facility Management and Security Services | |||
Lease Arrangements | |||
Monthly rent | 9,000 | 9,000 | |
CardConnect, LLC | Lease Agreement, Office Premises | |||
Lease Arrangements | |||
Monthly rent | $ 40,000 | $ 40,000 |
Commitments and Contingencies34
Commitments and Contingencies - Other contractual commitments and Contingencies (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Remaining payments to be made under other contractual agreements | ||
No later than 1 year | $ 33,636 | $ 51,685 |
Later than 1 year and no later than 5 years | 185 | 6,241 |
Total | 33,821 | $ 57,926 |
Contingencies | ||
Contingent liabilities | $ 0 |