Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 01, 2016 | |
Document and Entity Information | ||
Entity Registrant Name | Editas Medicine, Inc. | |
Entity Central Index Key | 1,650,664 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 36,614,081 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 217,650 | $ 143,180 |
Accounts receivable | 1,195 | 1,019 |
Prepaid expenses and other current assets | 2,373 | 786 |
Total current assets | 221,218 | 144,985 |
Property and equipment, net | 26,741 | 2,130 |
Restricted cash and other non-current assets | 1,643 | 2,248 |
Total assets | 249,602 | 149,363 |
Current liabilities: | ||
Accounts payable | 5,844 | 1,381 |
Accrued expenses | 7,846 | 5,456 |
Deferred rent, current portion | 31 | 88 |
Total current liabilities | 13,721 | 6,925 |
Deferred rent, net of current portion | 212 | |
Deferred revenue | 25,642 | 25,321 |
Warrant to purchase redeemable securities | 289 | |
Construction financing lease obligation | 22,676 | |
Other non-current liabilities | 21 | 27 |
Total liabilities | 62,272 | 32,562 |
Commitments and contingencies (see note 6) | ||
Stockholders’ equity (deficit) | ||
Preferred stock | ||
Common stock, $0.0001 par value per share: 195,000,000 shares and 92,000,000 shares authorized at June 30, 2016 and December 31, 2015, respectively; 36,614,081 and 4,869,829 shares issued, and 35,373,690 and 3,233,638 shares outstanding at June 30, 2016 and December 31, 2015, respectively | 4 | |
Additional paid-in capital | 312,456 | 5,234 |
Accumulated deficit | (125,130) | (88,348) |
Total stockholders’ equity (deficit) | 187,330 | (83,114) |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) | $ 249,602 | 149,363 |
Series A-1 redeemable convertible | ||
Stockholders’ equity (deficit) | ||
Preferred stock | 21,137 | |
Series A-2 redeemable convertible | ||
Stockholders’ equity (deficit) | ||
Preferred stock | 59,027 | |
Series B redeemable convertible | ||
Stockholders’ equity (deficit) | ||
Preferred stock | $ 119,751 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 195,000,000 | 92,000,000 |
Common stock, shares issued | 36,614,081 | 4,869,829 |
Common stock, shares outstanding | 35,373,690 | 3,233,638 |
Series A-1 redeemable convertible | ||
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized | 0 | 21,320,000 |
Redeemable convertible preferred stock, shares issued | 0 | 21,260,000 |
Redeemable convertible preferred stock, shares outstanding | 0 | 21,260,000 |
Series A-2 redeemable convertible | ||
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized | 0 | 16,890,699 |
Redeemable convertible preferred stock, shares issued | 0 | 16,890,699 |
Redeemable convertible preferred stock, shares outstanding | 0 | 16,890,699 |
Series B redeemable convertible | ||
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized | 0 | 26,666,660 |
Redeemable convertible preferred stock, shares issued | 0 | 26,666,660 |
Redeemable convertible preferred stock, shares outstanding | 0 | 26,666,660 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Condensed Consolidated Statements of Operations and Comprehensive Loss | ||||
Collaboration and other research and development revenues | $ 3,388 | $ 167 | $ 4,193 | $ 167 |
Operating expenses: | ||||
Research and development | 10,430 | 7,282 | 19,312 | 9,170 |
General and administrative | 12,158 | 3,281 | 21,920 | 6,554 |
Total operating expenses | 22,588 | 10,563 | 41,232 | 15,724 |
Operating loss | (19,200) | (10,396) | (37,039) | (15,557) |
Other income (expense), net | ||||
Other income (expense), net | 5 | (37,141) | (25) | (37,240) |
Interest income (expense), net | 153 | (34) | 277 | (65) |
Total other income (expense), net | 158 | (37,175) | 252 | (37,305) |
Net loss and comprehensive loss | (19,042) | (47,571) | (36,787) | (52,862) |
Reconciliation of net loss to net loss attributable to common stockholders: | ||||
Net loss | (19,042) | (47,571) | (36,787) | (52,862) |
Accretion of redeemable convertible preferred stock to redemption value | (96) | (47) | (191) | |
Net loss attributable to common stockholders | $ (19,042) | $ (47,667) | $ (36,834) | $ (53,053) |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.54) | $ (21.45) | $ (1.28) | $ (25.38) |
Weighted-average common shares outstanding, basic and diluted | 35,286,719 | 2,222,064 | 28,783,758 | 2,090,452 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flow from operating activities | ||
Net loss | $ (36,787) | $ (52,862) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 9,409 | 505 |
Depreciation | 433 | 191 |
Non-cash interest expense | 28 | |
Re-measurement of warrant to purchase redeemable securities | 87 | 79 |
Change in fair value of preferred stock tranche asset or liability | 35,551 | |
Changes in fair value of anti-dilutive protection liability | 1,609 | |
Changes in deferred rent | 155 | (47) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (176) | (200) |
Prepaid expenses and other current assets | (1,587) | (185) |
Other non-current assets | 2,224 | 20 |
Accounts payable | 4,259 | 4,500 |
Accrued expenses | 2,134 | 283 |
Deferred revenue | 321 | 25,033 |
Net cash (used in) provided by operating activities | (19,528) | 14,505 |
Cash flow from investing activities | ||
Purchases of property and equipment | (2,104) | (840) |
Changes in restricted cash | (1,619) | |
Net cash used in investing activities | (3,723) | (840) |
Cash flow from financing activities | ||
Proceeds from equipment loan, net of issuance costs | 791 | |
Proceeds from the issuance of redeemable convertible preferred stock and tranche rights, net of issuance costs | 21,989 | |
Payments of equipment loan principal | (28) | |
Proceeds from initial public offering of common stock, net of issuance costs | 97,684 | |
Proceeds from stock option exercises | 37 | |
Net cash provided by financing activities | 97,721 | 22,752 |
Net increase in cash and cash equivalents | 74,470 | 36,417 |
Cash and cash equivalents, beginning of period | 143,180 | 10,623 |
Cash and cash equivalents, end of period | 217,650 | 47,040 |
Supplemental disclosure of cash and non-cash activities: | ||
Conversion of preferred stock to common stock upon closing of the initial public offering | 199,915 | |
Capitalization of construction-in-progress related to facility lease obligation | 22,676 | |
Fixed asset additions included in accounts payable and accrued expenses | 264 | |
Initial public offering costs incurred but unpaid at period end | 196 | |
Reclassification of warrants to additional paid in capital | 376 | |
Accretion of redeemable convertible preferred stock to redemption value | 47 | 191 |
Reclassification of liability for common stock subject to repurchase | $ 6 | 11 |
Accrual of final payment fee on equipment loan and debt discount | 32 | |
Conversion of anti-dilutive protection liability to common stock | 1,936 | |
Reclassification of preferred stock tranche liability upon settlement | $ 37,038 |
Nature of business
Nature of business | 6 Months Ended |
Jun. 30, 2016 | |
Nature of business | |
Nature of business | 1. Nature of business Editas Medicine, Inc. (the “Company”) is a research stage company dedicated to treating patients with genetically defined diseases by correcting their disease ‑causing genes. The Company was incorporated in the state of Delaware in September 2013. Its principal offices are in Cambridge, Massachusetts. Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, and raising capital, and has financed its operations through various equity and debt financings, including the initial public offering of its common stock (the “IPO”), private placements of preferred stock and an equipment loan, and from upfront and milestone fees paid under a research collaboration. The Company is subject to risks common to companies in the biotechnology industry, including but not limited to, risks of failure of preclinical studies and clinical trials, the need to obtain marketing approval for any drug product candidate that it may identify and develop, the need to successfully commercialize and gain market acceptance of its product candidates, dependence on key personnel, protection of proprietary technology, compliance with government regulations, development by competitors of technological innovations and ability to transition from pilot ‑scale manufacturing to large ‑scale production of products. In February 2016, the Company completed its IPO whereby the Company sold 6,785,000 shares of its common stock, inclusive of 885,000 shares of common stock sold by the Company pursuant to the full exercise of an overallotment option granted to the underwriters in connection with the offering, at a price to the public of $16.00 per share. The shares began trading on the NASDAQ Global Select Market on February 3, 2016. The aggregate net proceeds received by the Company from the offering were $97.5 million, after deducting underwriting discounts and commissions and other offering expenses payable by the Company. In connection with the IPO, the board of directors and the stockholders of the Company approved a one -for-2.6 reverse stock split of the Company’s issued and outstanding common stock. The reverse stock split became effective on January 15, 2016. All share and per share amounts in the condensed consolidated financial statements have been retroactively adjusted for all periods presented to give effect to the reverse stock split, including reclassifying an amount equal to the reduction in par value to additional paid-in capital. Upon the closing of the IPO, all outstanding shares of convertible preferred stock converted into 24,929,709 shares of common stock. As of June 30, 2016, there were 36,614,081 shares of common stock outstanding. The significant increase in shares outstanding in the first quarter of 2016 is expected to impact the year-over-year comparability of the Company’s net loss per share calculations for the next nine months. The Company has incurred annual net operating losses in every year since its inception. The Company had an accumulated deficit of $125.1 million at June 30, 2016, and will require substantial additional capital to fund operations. The Company has not generated any product revenues and has financed its operations primarily through a public offering, private placements of its equity securities, an equipment loan, and funding from its collaboration with Juno Therapeutics. There can be no assurance that the Company will be able to obtain additional debt or equity financing or generate product revenue or revenues from collaborative partners, on terms acceptable to the Company, on a timely basis or at all. The failure of the Company to obtain sufficient funds on acceptable terms when needed could have a material adverse effect on the Company’s business, results of operations, and financial condition. |
Summary of significant accounti
Summary of significant accounting policies | 6 Months Ended |
Jun. 30, 2016 | |
Summary of significant accounting policies | |
Summary of significant accounting policies | 2. Summary of significant accounting policies Unaudited interim financial information The condensed consolidated financial statements of the Company included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “Annual Report”). The unaudited condensed consolidated financial statements include the accounts of Editas Medicine, Inc. and its wholly owned subsidiary. All intercompany transactions and balances of the subsidiary have been eliminated in consolidation. In the opinion of management, the information furnished reflects all adjustments, all of which are of a normal and recurring nature, necessary for a fair presentation of the results for the reported interim periods. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The three months ended June 30, 2016 and 2015 are referred to as the second quarter of 2016 and 2015, respectively. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year or any other interim period. Use of estimates The preparation of condensed consolidated financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates its estimates, which include, but are not limited to, estimates related to revenue recognition, accrued expenses, stock ‑based compensation expense, valuation of the redeemable convertible preferred stock tranche liability and the anti ‑dilutive protection liability, valuation of the warrant liability, deferred tax valuation allowances, the fair value of common stock prior to the completion of the Company’s IPO and construction lease financing obligations. The Company bases its estimates on historical experience and other market ‑specific or relevant assumptions that it believes to be reasonable under the circumstances. Actual results may differ from those estimates or assumptions. Summary of significant accounting policies The Company’s significant accounting policies are described in Note 2, “Summary of Significant Accounting Policies,” in the Annual Report. There have been no material changes to the significant accounting policies previously disclosed in the Annual Report. Recent accounting pronouncements In March 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-09, Improvements to Employee Share-Based Payment Accounting (“ASU No. 2016-09”), which simplifies share-based payment accounting through a variety of amendments. The standard will be effective for annual reporting periods and interim periods within those annual periods, beginning after December 15, 2016, and early adoption is permitted. The Company is currently evaluating the potential impact ASU 2016-09 may have on its financial position. For a discussion of other recent accounting pronouncements please refer to Note 2, “Summary of Significant Accounting Policies,” in the Annual Report. The Company did not adopt any new accounting pronouncements during the six months ended June 30, 2016. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Measurements | |
Fair Value Measurements | 3. Fair Value Measurements The Company classifies fair value based measurements using a three-level hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: Level 1, quoted market prices in active markets for identical assets or liabilities; Level 2, observable inputs other than quoted market prices included in Level 1such as quoted market prices for markets that are not active or other inputs that are observable or can be corroborated by observable market data; and Level 3, unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, including estimates and assumptions developed by the Company, reflective of those that a market participant would use, as inputs to certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. Assets measured at fair value on a recurring basis as of June 30, 2016 were as follows (in thousands): Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable June 30, Identical Assets Inputs Inputs Assets 2016 (Level 1) (Level 2) (Level 3) Cash and cash equivalents $ $ $ — $ — Money market funds, included in other current assets — — Money market funds, included in other non-current assets — — Total $ $ $ — $ — Assets and liabilities measured at fair value on a recurring basis as of December 31, 2015 were as follows (in thousands): Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable December 31, Identical Assets Inputs Inputs Assets 2015 (Level 1) (Level 2) (Level 3) Cash and cash equivalents $ $ $ — $ — Money market funds, included in other current assets — — Total $ $ $ — $ — Liabilities Warrant liability $ $ — $ — $ There were no transfers between fair value measurement levels during the six month period ended June 30, 2016 or 2015. The fair value of the preferred stock warrant liability was determined based on “Level 3” inputs utilizing the Black-Scholes option pricing model. Upon the completion of the IPO, the Company’s outstanding warrant to purchase preferred stock converted into a warrant to purchase common stock and the Company reclassified the fair value of the warrant to additional paid-in capital. The following table presents activity in the preferred stock warrant during the six months ended June 30, 2016 (in thousands): Warrant Liability Fair value at December 31, 2015 $ Increase in fair value recognized in other expense Reclassification to additional paid-in capital in connection with IPO Fair value at June 30, 2016 $ — Cash and cash equivalents The Company considers all highly liquid securities with original final maturities of three months or less from the date of purchase to be cash equivalents. As of June 30, 2016 and December 31, 2015, cash and cash equivalents comprise funds in cash and money market accounts. |
Accrued expenses
Accrued expenses | 6 Months Ended |
Jun. 30, 2016 | |
Accrued expenses | |
Accrued expenses | 4. Accrued expenses Accrued expenses consisted of the following (in thousands): As of June 30, December 31, 2016 2015 Patent and license fees $ $ Deferred initial public offering costs — Employee compensation costs Professional services Other Total $ $ |
Property and equipment, net
Property and equipment, net | 6 Months Ended |
Jun. 30, 2016 | |
Property and equipment, net | |
Property and equipment, net | 5. Property and equipment, net Property and equipment, net consisted of the following (in thousands): As of June 30, December 31, 2016 2015 Construction-in-progress $ $ — Laboratory equipment Computer equipment Furniture and office equipment Leasehold improvements Total property and equipment Less: accumulated depreciation Property and equipment, net $ $ |
Commitments and contingencies
Commitments and contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and contingencies. | |
Commitments and contingencies | 6. Commitments and contingencies Facility leases In December 2013, the Company entered into an agreement to sublease its facility under a non ‑cancelable operating lease that expires in September 2016. Pursuant to the sublease agreement, the Company maintains restricted cash of $0.3 million in a collateral account to be held until the expiration or termination of the Company’s obligations under the agreement. The sublease agreement cannot be extended beyond the expiration date of the sublease. The lease contains escalating rent clauses which require higher rent payments in future years. The Company expenses rent on a straight ‑line basis over the term of the lease, including any rent ‑free periods. The deposit is recorded in prepaid expenses and other current assets in the accompanying condensed consolidated balance sheet as of June 30, 2016 and December 31, 2015. In November 2015, the Company entered into a real estate license agreement to sublease from the licensor additional laboratory space in Cambridge, Massachusetts. The term of the lease is from December 1, 2015 to November 30, 2016. The Company’s contractual obligation related to lease payments over the term of the sublease is approximately $1.9 million. The sublease is cancelable upon no less than 30 days’ written notice, provided that the Company will remain liable to continue to pay the monthly rental fee for the remainder of the term unless the licensor can sublease the space. If the licensor can sublease the space to another party, the Company will be credited the lesser of (i) the rental fee paid by such party corresponding to the remainder of the term and (ii) 50% of the rental for the remainder of the term. Hurley Street, Cambridge, MA In February 2016, the Company entered into a lease agreement for approximately 59,783 square feet of office and laboratory space located on Hurley Street in Cambridge, Massachusetts. The term of the lease will begin on September 1, 2016, unless the Company earlier occupies the premises, the renovations are completed later than September 1, 2016, or certain other events specified in the lease agreement occur. In connection with the lease and as a security deposit, the Company deposited with the landlord a letter of credit in the amount of approximately $1.6 million. Subject to the terms of the lease and certain reduction requirements specified therein, the $1.6 million security deposit may decrease over time. The letter of credit, which is collateralized by the Company with cash held in a money market account, is recorded in restricted cash and other non-current assets in the accompanying condensed consolidated financial statement as of June 30, 2016. In connection with this lease, the landlord is providing a tenant improvement allowance for costs associated with the design, engineering, and construction of tenant improvements for the leased facility. The tenant improvements will be in accordance with the Company’s plans and include fit out of the building to construct laboratory and office space. To the extent the stipulated tenant allowance provided by the landlord is exceeded, the Company is obligated to fund all costs incurred in excess of the tenant allowance. For accounting purposes, the Company is deemed the owner of the building during the construction period due to the fact that the Company is involved in the construction project, including having responsibilities for cost overruns for planned tenant improvements that do not qualify as “normal tenant improvements” under the lease accounting guidance. As construction progresses, the Company records the project construction costs incurred as an asset, along with a corresponding facility lease obligation, on the condensed consolidated balance sheet for the total amount of project costs incurred whether funded by the Company or the landlord. Upon completion of the building, the Company will determine if the asset and corresponding financing obligation should continue to be carried on its consolidated balance sheet under the appropriate accounting guidance. As of June 30, 2016, the Company has recorded construction in progress of $22.7 million, which was included in property and equipment, net, and a corresponding facility lease obligation of $22.7 million. The Company did not pay any cash to the landlord related to the building for the six months ended June 30, 2016. The Company bifurcates its future lease payments pursuant to the Hurley Street lease into (i) a portion that is allocated to the building and (ii) a portion that is allocated to the land on which the building is located, which is recorded as rental expense. Although the Company estimates that it will not begin making lease payments pursuant to the Hurley Street lease until fall 2016, the portion of the lease obligation allocated to the land is treated for accounting purposes as an operating lease that commenced upon execution of the Hurley Street lease in February 2016. During the six months ended June 30, 2016, the Company recognized $0.2 million of non-cash rental expense attributable to the land. The lease will continue until the end of the 84th full calendar month following the first day of the first full month immediately following the date on which the term of the lease begins. The Company has the option to extend the lease for an additional five -year term at market-based rates. The base rent is subject to increases over the term of the lease. The non-cancelable minimum annual lease payments for the annual periods beginning upon commencement of the lease are $3.9 million, $4.0 million, $4.1 million, $4.2 million and $4.3 million in the first five years of the lease, respectively, and $9.2 million in total thereafter, plus the Company’s share of the facility operating expenses and other costs that are reimbursable to the landlord under the lease. The Company expects to commence these rental payments upon completion of the building, estimated to be in fall 2016. Licensor Expense Reimbursement The Company is obligated to reimburse The Broad Institute Inc. (“Broad”), and the President and Fellows of Harvard College (“Harvard”), for expenses incurred by each of them associated with the prosecution and maintenance of the patent rights that the Company licenses from them pursuant to the license agreement by and among the Company, Broad and Harvard, including the interference and opposition proceedings involving patents licensed to the Company under the license agreement. As such, the Company anticipates that it has a substantial commitment in connection with these proceedings until such time as these proceedings have been resolved, but the amount of such commitment is not determinable. The Company incurred an aggregate of $10.9 million and $4.7 million in expense for such reimbursement during the six months ended June 30, 2016 and 2015, respectively. During the three months ended June 30, 2016 and 2015, the Company recognized $6.5 million and $1.4 million in expense for such reimbursement, respectively. Litigation The Company is not a party to any litigation and did not have contingency reserves established for any litigation liabilities as of June 30, 2016 or December 31, 2015. |
Significant Agreements
Significant Agreements | 6 Months Ended |
Jun. 30, 2016 | |
Significant Agreements | |
Significant Agreements | 7. Significant Agreements Juno Therapeutics Collaboration Agreement Summary of Agreement In May 2015, the Company entered into a Collaboration and License Agreement (the “Collaboration Agreement”) with Juno Therapeutics, Inc. (“Juno Therapeutics”). The collaboration is focused on the research and development of engineered T cells with chimeric antigen receptors (“CARs”) and T cell receptors (“TCRs”) that have been genetically modified to recognize and kill other cells. The parties will pursue the research and development of CAR and TCR engineered T cell products utilizing the Company’s genome editing technologies with Juno Therapeutics’ CAR and TCR technologies across three research areas. The collaborative program of research to be undertaken by the parties pursuant to the Collaboration Agreement will be conducted in accordance with a mutually agreed upon research plan which outlines each party’s research and development responsibilities across the three research areas. The Company’s research and development responsibilities under the research plan are related to generating genome editing reagents that modify gene targets selected by Juno Therapeutics. Juno Therapeutics is responsible for evaluating and selecting for further research and development CAR and TCR engineered T cell products modified with the Company’s genome editing reagents. Except with respect to the Company’s obligations under the mutually agreed upon research plan, Juno Therapeutics has sole responsibility, at its own cost, for the worldwide research, development, manufacturing and commercialization of products within each of the three research areas for the diagnosis, treatment or prevention of any cancer in humans through the use of engineered T cells, excluding the diagnosis, treatment or prevention of medullary cystic kidney disease 1 (the “Exclusive Field”). The initial term of the research program commenced on May 26, 2015 and continues for five years ending on May 26, 2020 (the “Initial Research Program Term”). Juno Therapeutics may extend the Initial Research Program Term for up to two additional one year periods upon the payment of extension fees for each one year extension period, assuming the Company has agreed to the extension request(s) (together, the initial term and any extension period(s) are referred to as the “Research Program Term”). Under the terms of the Collaboration Agreement, the Company granted to Juno Therapeutics during the Research Program Term a nonexclusive, worldwide, royalty ‑free, sublicensable (subject to certain conditions) license under certain of the intellectual property controlled by the Company solely for the purpose of conducting activities required under the specified research under the Collaboration Agreement: (i) conduct activities assigned to Juno Therapeutics under the research plan, (ii) conduct activities assigned to the Company under the research plan that the Company fails or refuses to conduct in a timely manner, (iii) use certain genome editing reagents generated under the research program to research, evaluate and conduct preclinical testing and development of certain engineered T cells and (iv) evaluate the data developed in the conduct of activities under the research plan (the “Research License”). Additionally, as it relates to two of the three research areas, the Company granted to Juno Therapeutics an exclusive, milestone and royalty ‑bearing, sublicensable license under certain of the intellectual property controlled by the Company to research, develop, make and have made, use, offer for sale, sell, import and export selected CAR and TCR engineered T cell products in the Exclusive Field on a worldwide basis, specifically as it relates to certain targets selected by Juno Therapeutics pursuant to the research program. Furthermore, as it relates to the same two research areas, the Company granted to Juno Therapeutics a non ‑exclusive, milestone and royalty ‑bearing, sub licensable license under certain of the intellectual property controlled by the Company to use genome editing reagents generated under the research program that are used in the creation of certain CAR or TCR engineered T cell products on which Juno Therapeutics has filed an IND in the Exclusive Field for the treatment or prevention of a cancer in humans to research, develop, make and have made, use, offer for sale, sell, import and export those CAR or TCR engineered T cell products in all fields outside of the Exclusive Field (the “Non ‑Exclusive Field”) on a worldwide basis, specifically as it relates to certain targets selected by Juno Therapeutics pursuant to the research program (together, the license in the Exclusive Field and the license in the Non ‑Exclusive Field are referred to as the “Development and Commercialization License” for each particular research area). Lastly, as it relates to the third research area, the Company granted to Juno Therapeutics a milestone and royalty ‑bearing, sublicensable license under certain of the intellectual property controlled by the Company to use the genome editing reagents generated under the research program that are associated with certain CAR or TCR engineered T cell products to research, develop, make and have made, use, offer for sale, sell, import or export those CAR or TCR engineered T cell products in the Exclusive Field on a worldwide basis, specifically as it relates to certain to certain products selected by Juno Therapeutics pursuant to the research program. The license associated with the third research area is exclusive as it relates to CAR or TCR engineered T cell products directed to certain targets as selected by Juno Therapeutics, but is otherwise non ‑exclusive (referred to as the “Development and Commercialization License” for the third research area). The Collaboration Agreement will be managed on an overall basis by a project leader from each of the Company and Juno Therapeutics. The project leaders will serve as the contact point between the parties with respect to the research program and will be primarily responsible for facilitating the flow of information, interaction, and collaboration between the parties. In addition, the activities under the Collaboration Agreement during the Research Program Term will be governed by a joint research committee (“JRC”) formed by an equal number of representatives from the Company and Juno Therapeutics. The JRC will oversee, review and recommend direction of the research program. Among other responsibilities, the JRC will monitor and report research progress and ensure open and frequent exchange between the parties regarding research program activities. Under the terms of the Collaboration Agreement, the Company received a $25.0 million up ‑front, non ‑refundable, non ‑creditable cash payment. In addition, Juno Therapeutics will pay to the Company an aggregate of up to $22.0 million in research and development funding over the initial five year term of the research program across the three research areas consisting primarily of funding for up to a specified maximum number of full time equivalents personnel each year over the initial five year term of the research program across three research areas. Under the terms of the Collaboration Agreement, there is no incremental compensation due to the Company with respect to the Development and Commercialization License granted to Juno Therapeutics associated with the first target or product, as applicable, designated by Juno Therapeutics within each of the three research areas. However, for two of the three research areas, Juno Therapeutics has the option to purchase up to three additional Development and Commercialization Licenses associated with other gene targets for an additional fee of approximately $2.5 million per target. In addition, Juno Therapeutics would be required to make certain milestone payments to the Company upon the achievement of specified development, regulatory and commercial events. More specifically, for the first product to achieve the associated event in each of the three research areas, the Company is eligible to receive up to a $77.5 million in development milestone payments and up to $80 million in regulatory milestone payments. In addition, the Company is eligible to receive additional development and regulatory milestone payments for subsequent products developed within each of the three research areas. Moreover, the Company is eligible for up to $75.0 million in commercial milestone payments associated with aggregate sales of all products within each of the three research areas. Development milestone payments are triggered upon the achievement of certain specified development criteria or upon initiation of a defined phase of clinical research for a product candidate. Regulatory milestone payments are triggered upon approval to market a product candidate by the United States Food and Drug Administration (“FDA”) or other global regulatory authorities. Commercial milestone payments are triggered when an approved pharmaceutical product reaches certain defined levels of net sales by the licensee. In addition, to the extent any of the product candidates covered by the licenses conveyed to Juno Therapeutics are commercialized, the Company would be entitled to receive tiered royalty payments of low double digits based on a percentage of net sales. Royalty payments are subject to certain reductions, including for any royalty payments required to be made by Juno Therapeutics related to a third ‑party’s intellectual property rights, subject to an aggregate minimum floor. Royalties are due on a licensed product ‑by ‑licensed product and country ‑by ‑country basis from the date of the first commercial sale of each product in a country until the later of: (i) the tenth anniversary of the first commercial sale of such licensed product in such country and (ii) the expiration date in such country of the last to expire valid claim within the licensed intellectual property covering the manufacture, use or sale of such licensed product in such country. In May 2016, the Company achieved a $2.5 million milestone under the collaboration resulting from technical progress in a research program to create engineered T cells with CARs and TCRs to treat cancer. Due to the uncertainty of pharmaceutical development and the high historical failure rates generally associated with drug development, no additional milestone or royalty payments may ever be received from Juno Therapeutics. As of June 30, 2016, the next potential milestone payment that the Company may be entitled to receive under the agreement is a substantive milestone payment of $2.5 million for the achievement of certain development criteria. The Company would recognize the milestone payment as revenue upon achievement. There are no cancellation, termination or refund provisions in the Collaboration Agreement that contain material financial consequences to the Company. Unless earlier terminated, the Collaboration Agreement will continue in full force and effect, on a product ‑by ‑product and country ‑by ‑country basis until the date no further payments are due to the Company from Juno Therapeutics. Either party may terminate the Collaboration Agreement if the other party has materially breached or defaulted in the performance of any of its material obligations and such breach or default continues after the specified cure period. Either party may terminate the Collaboration Agreement in the event of the commencement of any proceeding in or for bankruptcy, insolvency, dissolution or winding up by or against the other party that is not dismissed or otherwise disposed of within a specified time period. Juno Therapeutics may terminate the Collaboration Agreement for convenience upon not less than six months prior written notice to the Company. The Company may terminate the Collaboration Agreement in the event that Juno Therapeutics brings, assumes, or participates in, or knowingly, willfully or recklessly assists in bringing a dispute or challenge against the Company related to its intellectual property. Termination of the Collaboration Agreement for any reason does not release either party from any liability which, at the time of such termination, has already accrued to the other party or which is attributable to a period prior to such termination nor preclude either party from pursuing any rights and remedies it may have under the agreement or at law or in equity with respect to any breach of the Collaboration Agreement. If Juno Therapeutics terminates the Collaboration Agreement as a result of the Company’s uncured material breach or default, then: (i) the licenses and rights conveyed to Juno Therapeutics will continue as set forth in the agreement, (ii) Juno Therapeutics’ obligations related to milestones and royalties will continue as set forth in the agreement and (iii) Juno Therapeutics’ rights to prosecute, maintain and enforce certain intellectual property rights will continue as set forth in the agreement. If Juno Therapeutics terminates the Collaboration Agreement for convenience or if the Company terminates the Collaboration Agreement as a result of Juno Therapeutics’ uncured material breach or default, then the licenses conveyed to Juno will terminate. Accounting Analysis The Company evaluated the Collaboration Agreement in accordance with the provisions of Financial Accounting Standards Board Accounting Standards Codification (“ASC ”), Topic 605-25 , Revenue Recognition—Multiple Element Arrangements . The Company’s arrangement with Juno Therapeutics contains the following deliverables: (i) research and development services during the Initial Research Program Term (the “R&D Services Deliverable”), (ii) the Research License, (iii) the Development and Commercialization Licenses related to each of the three research areas (each, the “Development and Commercialization License Deliverable” for the respective research area), (iv) significant and incremental discount related to the option to purchase up to three additional Development and Commercialization Licenses for two of the research areas (each, the “Discount Deliverable” for the associated option) and (v) JRC services during the Initial Research Program Term (the “JRC Deliverable”). The Company has determined that the options to purchase additional development and commercialization licenses within two of the research program areas related to other gene targets are substantive options. Juno Therapeutics is not contractually obligated to exercise the options. Moreover, as a result of the uncertain outcome of the discovery, research and development activities, there is significant uncertainty as to whether Juno Therapeutics will decide to exercise its option for any additional gene targets within either of the two applicable research areas. Consequently, the Company is at risk with regard to whether Juno Therapeutics will exercise the options. However, the Company has determined that the options to purchase additional development and commercialization licenses with respect to other gene targets within the two applicable research program areas are priced at a significant and incremental discount. As a result, the Company has concluded that the discounts to purchase development and commercialization licenses for up to three additional gene targets within both of the research areas represent separate elements in the arrangement at inception. Accordingly, the deliverables identified at inception of the arrangement include six separate deliverables related to the significant and incremental discount inherent in the pricing of the option to purchase up to three additional development and commercialization licenses for two of the research areas included within the research program. The Company has concluded that the Research License deliverable does not qualify for separation from the R&D Services Deliverable. As it relates to the assessment of standalone value, the Company has determined that Juno Therapeutics cannot fully exploit the value of the Research License deliverable without receipt of the R&D Services Deliverable. This is primarily due to the fact that Juno Therapeutics must rely upon the Company to provide the research and development services included in the research plan because the services incorporate technology that is proprietary to the Company. The services to be provided by the Company involve unique skills and specialized expertise, particularly as it relates to genome editing technology that is not available in the marketplace. Accordingly, Juno Therapeutics must obtain the research and development services from the Company which significantly limits the ability for Juno Therapeutics to utilize the Research License for its intended purpose on a standalone basis. Therefore, the Research License deliverable does not have standalone value from the R&D Services Deliverable. As a result, the Research License deliverable and the R&D Services Deliverable have been combined as a single unit of accounting (the “R&D Services Unit of Accounting”). Conversely, the Company has concluded that each of the other deliverables identified at the inception of the arrangement has standalone value from each of the other elements based on their nature. Factors considered in this determination included, among other things, the capabilities of the collaboration partner, whether any other vendor sells the item separately, whether the value of the deliverable is dependent on the other elements in the arrangement, whether there are other vendors that can provide the items and if the customer could use the item for its intended purpose without the other deliverables in the arrangement. Additionally, the Collaboration Agreement does not include a general right of return. Accordingly, each of the other deliverables included in the Juno Therapeutics arrangement qualifies as a separate unit of accounting. Therefore, the Company has identified eleven units of accounting in connection with its obligations under the collaboration arrangement with Juno Therapeutics as follows: (i) the R&D Services Unit of Accounting, (ii) three units of accounting related to the Development and Commercialization Licenses for each of the three research areas, (iii) six units of accounting related to each of the Discount Deliverables, and (iv) the JRC Deliverable. The Company has determined that neither vendor specific objective evidence of selling price nor third-party evidence of selling price is available for any of the units of accounting identified at inception of the arrangement with Juno Therapeutics. Accordingly, the selling price of each unit of accounting was determined based on the Company’s best estimate of selling price (“BESP”). The Company developed the BESP for all of the units of accounting included in the Collaboration Agreement with the objective of determining the price at which it would sell such an item if it were to be sold regularly on a standalone basis. The Company developed the BESP for the R&D Services Unit of Accounting and the JRC Deliverable primarily based on the nature of the services to be performed and estimates of the associated effort and cost of the services, adjusted for a reasonable profit margin that would be expected to be realized under similar contracts. The Company developed the BESP for each of the Development and Commercialization License units of accounting based on the probability ‑weighted present value of expected future cash flows associated with each license related to each specific research area. In developing such estimate, the Company also considered applicable market conditions and relevant entity ‑specific factors, including those factors contemplated in negotiating the agreement, probability of success and the time needed to commercialize a product candidate pursuant to the associated license. The Company developed the BESP for each of the Discount Deliverables based on the estimated value of the associated in ‑the ‑money options. In developing such estimate, the Company considered the period to exercise the option, an appropriate discount rate and the likelihood that a market participant who was entitled to the discount would exercise the option. Allocable arrangement consideration at inception is comprised of: (i) the up ‑front payment of $25.0 million, (ii) the research support of $20.0 million and (iii) payments related to specialized materials costs of $2.0 million. The research support of $20.0 million and payments related to specialized materials costs of $2.0 million represent contingent revenue features because the Company’s retention of the associated arrangement consideration is dependent upon its future performance of research support services and development of specialized materials. The aggregate allocable arrangement consideration of $47.0 million was allocated among the separate units of accounting using the relative selling price method as follows: (i) R&D Services Unit of Accounting: $16.7 million, (ii) Development and Commercialization License for the first research area: $9.3 million, (iii) Development and Commercialization License for the second research area: $15.4 million, (iv) Development and Commercialization License for the third research area: $0.2 million, (v) the first Discount Deliverable for the first research area: $0.7 million, (vi) the second Discount Deliverable for the first research area: $0.4 million, (vii) the third Discount Deliverable for the first research area: $0.2 million, (viii) the first Discount Deliverable for the second research area: $2.0 million, (ix) the second Discount Deliverable for the second research area: $1.3 million, and (x) the third Discount Deliverable for the second research area: $0.8 million. No amounts were allocated to the JRC Deliverable because the associated BESP was determined to be de minimis. The amounts allocated to each of the development and commercialization licenses are based on the respective BESP calculations, which reflect the level of risk and expected probability of success inherent in the nature of the associated research area. The Company will recognize revenue related to amounts allocated to the R&D Services Unit of Accounting as the underlying services are performed. The Company will recognize revenue related to amounts allocated to each of the Development and Commercialization Licenses upon delivery of the associated license, assuming the research services are substantially complete at the time the license is delivered. The rights to be conveyed to Juno Therapeutics pursuant to each of the Development and Commercialization Licenses extend exclusively to an individual target or product, as applicable; therefore, delivery is deemed to occur upon the designation by Juno Therapeutics of the specific target or product, as applicable, whereupon the license becomes effective. The Company will recognize revenue related to amounts allocated to each of the Discount Deliverables upon the earlier of exercise of the associated option or upon lapsing of the underlying right, if the respective option expires unexercised. The Company has evaluated all of the milestones that may be received in connection with the Juno Therapeutics arrangement. In evaluating if a milestone is substantive, the Company assesses whether: (i) the consideration is commensurate with either the Company’s performance to achieve the milestone or the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from the Company’s performance to achieve the milestone, (ii) the consideration relates solely to past performance, and (iii) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. All development and regulatory milestones are considered substantive on the basis of the contingent nature of the milestone, specifically reviewing factors such as the scientific, clinical, regulatory, commercial and other risks that must be overcome to achieve the milestone as well as the level of effort and investment required. Accordingly, such amounts will be recognized as revenue in full in the period in which the associated milestone is achieved, assuming all other revenue recognition criteria are met. All commercial milestones will be accounted for in the same manner as royalties and recorded as revenue upon achievement of the milestone, assuming all other revenue recognition criteria are met. The Company will recognize royalty revenue in the period of sale of the related product(s), based on the underlying contract terms, provided that the reported sales are reliably measurable and the Company has no remaining performance obligations, assuming all other revenue recognition criteria are met. During the six months ended June 30, 2016 and 2015, the Company recognized revenue totaling approximately $4.1 million ($2.5 million of which related to the first milestone payment) and $0.2 million, respectively, with respect to the collaboration with Juno Therapeutics. The revenue is classified as collaboration and other research and development revenue in the accompanying condensed consolidated statement of operations. As of June 30, 2016, there is approximately $25.6 million of deferred revenue related to the Company’s collaboration with Juno Therapeutics, all of which is classified as long ‑term in the accompanying condensed consolidated balance sheet. In addition, as of June 30, 2016, the Company has recorded accounts receivable of $1.0 million related to reimbursable research and development costs under the Collaboration Agreement for activities performed during the second quarter of 2016. Development Award In May 2016, the Company entered into an award agreement with the Cystic Fibrosis Foundation Therapeutics, Inc. (“CFFT”), a non-profit drug discovery and development affiliate of the Cystic Fibrosis Foundation, pursuant to which it received a development award (the “Award”) for up to $5.0 million in funding over the agreement’s three year term. The funding from the Award is supporting the Company’s cystic fibrosis development program and related technology research and development. The Company is required to contribute additional funds to the program in an amount equal to the funds contributed by CFFT under the agreement. Pursuant to the terms of the Award agreement, the Company is obligated to make royalty payments to CFFT contingent upon commercialization of an editing package, a delivery package, or a combination thereof, for modification of the cystic fibrosis transmembrane conductance regulator gene, the research or development of which was derived in whole or in part from the development program (a “CF Product”), including payments each equal to two times the amount the Company receives under the Award agreement, following the first commercial sale of a CF Product in the United States and the European Union, respectively. The Company is also obligated to make a payment to CFFT equal to two times the amount the Company receives under the Award agreement, due in the first calendar year in which the aggregate cumulative net sales of a CF Product exceed $100 million. The payments due will not, in the aggregate, exceed ten percent of net sales of a CF Product in a year; the remaining obligation will be carried forward to subsequent year(s) until the payment of any such remaining payment does not, in the aggregate, exceed ten percent of net sales of a CF Product. The Company is also obligated to make payments to CFFT of up to two times the Award amount if the Company transfers, sells or licenses the development program technology, or if the Company enters into a change of control transaction, with such payments to be credited against the payments due upon commercialization. Following the first year anniversary of the effective date of the agreement, either party can terminate the agreement without cause by providing 90 days’ notice. The Company’s payment obligations survive the termination of the Award agreement. During the six months ended June 30, 2016, the Company recognized revenue of $0.1 million with respect to the Award. The revenue is classified as collaboration and other research and development revenue in the accompanying condensed consolidated statement of operations. Other Agreements Licensing Agreements The Company is a party to a number of license agreements under which the Company licenses patents, patent applications and other intellectual property from third parties. The Company anticipates entering into these types of license agreements in the future. The Company believes the following agreements are significant to the business: The General Hospital Corporation License Agreement —In August 2014, the Company entered into an agreement to license certain patent rights owned or co ‑owned by The General Hospital Corporation, d/b/a Massachusetts General Hospital (“MGH”). Consideration for the granting of the license included the payment of an upfront license fee of $0.1 million, the issuance of 66,848 shares of the Company’s common stock, which was based on 0.5% of the Company’s outstanding stock on a fully diluted basis, and the right to receive future issuances of shares of common stock to maintain MGH’s ownership following the third tranche of the Company’s Series A redeemable convertible preferred stock financing (e.g. anti ‑dilution protection liability), which was settled in June 2015. MGH is entitled to nominal annual license fees and to receive future clinical, regulatory and commercial milestone payments aggregating to a maximum of $3.7 million and aggregate of $1.8 million upon the occurrence of certain sales milestones. The Company is also obligated to pay MGH low single digit percentage royalties on net sales of products for the prevention or treatment of human disease, and ranging from low single digit to low double digit percentage royalties on net sales of other products and services made by the Company, its affiliates or its sublicenses. The royalty percentage depends on the product and service, and whether such licensed product or licensed service is covered by a valid claim within the certain patent rights that the Company licenses from MGH. The Broad Institute, Inc., The President and Fellows of Harvard College, and Massachusetts Institute of Technology License Agreement —In October 2014, the Company entered into an agreement with Harvard and Broad to license certain patent rights owned or co ‑owned by, or among, Harvard, Massachusetts Institute of Technology (“MIT”), and the Broad (collectively, the “Institutions”). Consideration for the granting of the license included the payment of an upfront license issuance fee of $0.2 million, the issuance of 561,531 shares of the Company’s common stock, which was equal to 4.2% of the Company’s outstanding stock on a fully diluted basis and, the right to receive future issuances of shares of common stock to maintain the Institutions’ ownership following the third tranche of the Series A Preferred Stock financing (e.g. anti ‑dilution protection liability), which was settled in June 2015. The Institutions are collectively entitled to receive clinical and regulatory milestone payments totaling up to $14.8 million in the aggregate per licensed product approved in the United States, European Union, and Japan for the treatment of a human disease that afflicts at least a specified number of patients in the aggregate in the United States. If the Company undergoes a change of control during the term of the license agreement, the clinical and regulatory milestone payments will be increased by a certain percentage in the mid ‑double digits. The Company is also obligated to make additional payments to the Institutions, collectively, of up to an aggregate of $54.0 million upon the occurrence of certain sales milestones per licensed product for the treatment of a human disease that afflicts at least a specified number of patients in the aggregate in the United States. The Institutions are collectively entitled to receive clinical and regulatory milestone payments totaling up to $4.1 million in the aggregate per licensed product approved in the U.S. and at least one jurisdiction outside the U.S. for the treatment of a human disease based on certain criteria. The Company is also obligated to make additional payments to the Institutions, collectively, of up to an aggregate of $36.0 million upon the occurrence of certain sales milestones per licensed product for the treatment of a rare disease meeting certain criteria. The Institutions are entitled to receive from the Company nominal a |
Stock-based compensation
Stock-based compensation | 6 Months Ended |
Jun. 30, 2016 | |
Stock-based compensation | |
Stock-based compensation | 8 . Stock ‑based compensation Total compensation cost recognized for all stock ‑based compensation awards in the condensed consolidated statements of operations and comprehensive loss was as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Research and development $ $ $ $ General and administrative Total stock-compensation expense $ $ $ $ Restricted Stock From time to time, upon approval by the Company’s board of directors, certain employees and advisors have been granted restricted shares of common stock. These shares of restricted stock are subject to repurchase rights. Accordingly, the Company has recorded the proceeds from the issuance of restricted stock as a liability in the condensed consolidated balance sheets included as a component of accrued expenses or other long term liabilities based on the scheduled vesting dates. The restricted stock liability is reclassified into stockholders’ equity (deficit) as the restricted stock vests. A summary of the status of and changes in unvested restricted stock as of June 30, 2016 is as follows: Weighted Average Grant Date Fair Value Shares Per Share Unvested Restricted Common Stock as of December 31, 2015 $ Issued — — Vested $ Unvested Restricted Common Stock as of June 30, 2016 $ For the six months ended June 30, 2016, the expense related to restricted stock awards granted to employees and non ‑employees was $0 and $5. 2 million, respectively. For the six months ended June 30, 2015, the expense related to restricted stock awards granted to employees and non ‑employees was $0 and $0.4 million, respectively. As of June 30, 2016, the Company had no unrecognized stock ‑based compensation expense related to its employee unvested restricted stock awards. As of June 30, 2016, the Company had unrecognized stock ‑based compensation expense related to its non ‑employee unvested restricted stock awards of $9.6 million which is expected to be recognized over the remaining weighted average vesting period of 1.1 years. Stock Options Certain of the Company’s stock option agreements allow for the exercise of unvested awards. During 2014, options to purchase 75,304 shares of common stock for $0.03 per share were exercised prior to their vesting. The unvested shares are subject to repurchase by the Company if the employees cease to provide service to the Company, with or without cause. As such, the Company does not treat the exercise of unvested options as a substantive exercise. The Company has recorded the proceeds from the exercise of unvested stock options as a liability in the condensed consolidated balance sheets as a component of accrued expenses or other long term liabilities based on the scheduled vesting dates. The liability for unvested common stock subject to repurchase is reclassified into stockholders’ equity (deficit) as the shares vest. The following is a summary of stock option activity for the six months ended June 30, 2016: Weighted Average Remaining Aggregate Intrinsic Shares Exercise Price Contractual Life (years) Value (in thousands) Outstanding at December 31, 2015 $ $ Granted $ Exercised $ Cancelled $ Outstanding at June 30, 2016 $ $ Vested and expected to vest at June 30, 2016 $ $ Exercisable at June 30, 2016 $ $ The table above reflects unvested stock options as exercised on the dates that the shares are no longer subject to repurchase. The Company had 30,647 and 39,338 shares of unvested restricted common stock outstanding at June 30, 2016 and December 31, 2015, respectively, resulting from the exercise of unvested stock options. Using the Black ‑Scholes option pricing model, the weighted average fair value of options granted to employees and directors during the six months ended June 30, 2016 and 2015 was $16.34 and $3.70 , respectively. The expense related to options granted to employees and directors was $2.4 million and $0.1 million for the six months ended June 30, 2016 and 2015, respectively. The fair value of each option issued to employees and directors was estimated at the date of grant using the Black ‑Scholes option pricing model with the following weighted ‑average assumptions: Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Risk free interest rate % % % % Expected dividend yield — — — — Expected term (in years) Expected volatility % % % % There were no options granted to persons other than employees and directors during the six months ended June 30, 2016. For the six months ended June 30, 2015, the fair value of each option issued to persons other than employees and directors was estimated at the date of grant using the Black ‑Scholes option pricing model with the weighted ‑average assumptions set forth in the table below: Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Risk free interest rate — % — % — % % Expected dividend yield — — — — Expected term (in years) — — — Expected volatility — % — % — % % As of June 30, 2016, the Company had unrecognized stock ‑based compensation expense related to its employee stock options of $19.1 million which the Company expects to recognize over the remaining weighted average vesting period of 3.4 years. |
Net loss per share
Net loss per share | 6 Months Ended |
Jun. 30, 2016 | |
Net loss per share | |
Net loss per share | 9. Net loss per share Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares and potentially dilutive securities outstanding for the period determined using the treasury stock and if converted methods. For purposes of the diluted net loss per share calculation, stock options and warrants are considered to be common stock equivalents, but they were excluded from the Company’s calculation of diluted net loss per share allocable to common stockholders because their inclusion would have been anti-dilutive. Therefore, basic and diluted net loss per share applicable to common stockholders was the same for all periods presented. Upon the closing of the Company’s IPO in February 2016, the Company sold 6,785,000 shares of common stock and issued an additional 24,929,709 shares of common stock in connection with the automatic conversion of its redeemable convertible preferred stock. The issuance of these shares resulted in a significant increase in the Company’s weighted-average shares outstanding for the six months ended June 30, 2016 when compared to the comparable prior year period and is expected to continue to impact the year-over-year comparability of the Company’s net loss per share calculations for the next nine months. The following common stock equivalents were excluded from the calculation of diluted net loss per share allocable to common stockholders because their inclusion would have been anti-dilutive: As of June 30, 2016 2015 Redeemable convertible preferred stock — Warrant to purchase redeemable convertible preferred stock — Unvested restricted common stock Outstanding stock options Total |
Related-party transactions
Related-party transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related-party transactions | |
Related-party transactions | 10. Related ‑party transactions During the six months ended June 30, 2016 and 2015, the Company paid one of its investors $0 and $0. 1 million, respectively, in professional fees in the aggregate. |
Subsequent events
Subsequent events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent events | |
Subsequent events | 11. Subsequent events On August 2, 2016, the Company entered into a License Agreement (the “MGH License Agreement”) with MGH, for specified patent rights (the “MGH Patent Rights”). The MGH Patent Rights are directed, in part, to CRISPR/Cas9 compositions of matter and their use for genome editing. The Company and MGH had previously entered into, and remain parties to, a license agreement, dated August 29, 2014 (the “Existing License Agreement”), pursuant to which the Company has licensed certain other patent rights, know-how, and biological materials from MGH. Pursuant to the MGH License Agreement, MGH granted the Company an exclusive, worldwide, royalty ‑bearing, sublicensable license to the MGH Patent Rights, to make, have made, use, have used, sell, offer for sale, have sold and import products and processes in the fields of the prevention and treatment of human and animal disease (collectively, the “MGH Exclusive Field”). The licenses granted to the Company by MGH under the MGH License Agreement are subject to any retained rights of the U.S. government in the MGH Patent Rights and a royalty ‑free right of MGH, its affiliates, and academic, government, and not ‑for ‑profit institutions to practice the MGH Patent Rights for research and educational purposes. The Company is obligated under the MGH License Agreement to use commercially reasonable efforts to research, develop, and commercialize products and processes in the MGH Exclusive Field. As part of these obligations, the Company is required to achieve certain development milestones within specified time periods, with MGH having the right to terminate the MGH License Agreement if the Company fails to achieve these milestones within the required time periods. Under the MGH License Agreement , the Company will pay MGH an upfront license fee in the high six digits. The Company also must pay an annual license maintenance fee beginning in 2018 that increases over time within a specified dollar range in the low six digits, with such maintenance fee being creditable against any royalties due to MGH under the Agreement in the same calendar year. The Company is obligated to reimburse MGH for expenses associated with the prosecution and maintenance of the MGH Patent Rights. MGH is entitled to receive clinical and regulatory milestone payments totaling less than $1 million in the aggregate for up to four licensed products or processes to achieve the specified clinical and regulatory milestones. In addition, MGH is entitled to receive commercial sales milestone payments totaling up to $4.9 million in the aggregate upon the achievement of milestones relating to first commercial sales of up to four licensed products or processes in the United States and abroad as well as milestones relating to annual net sales of products or processes meeting specified thresholds. The Company is also obligated to pay MGH royalties of less than 1% on net sales of products and processes for the prevention or treatment of human disease, and royalties of a low single ‑digit percentage on net sales of products and processes for the prevention or treatment of a non-human animal disease, made by the Company, its affiliates, or its sublicensees. The Company’s obligation to pay royalties will expire on a product/process ‑by ‑product/process and country ‑by ‑country basis upon the later of the expiration of the last to expire valid claim of the MGH Patent Rights that covers the applicable product or process and the tenth anniversary of the date of the first commercial sale of the applicable product or process. The royalty percentages that the Company is obligated to pay are subject to reduction if at the time of sale the applicable product or process is not covered by a valid claim within the MGH Patent Rights. If the Company pays royalties to a third party on net sales of a product or process for which a royalty is due under both the MGH License Agreement and the Existing License Agreement, the Company can credit up to a mid double ‑digit percentage of the amount paid to such third party against the royalties due to MGH under the MGH License Agreement , provided that the royalties due to MGH under the MGH License Agreement may not be reduced by more than a low to mid double-digit percentage. Under the MGH License Agreement , MGH is also entitled to receive payments of up to $6.0 million in the event the Company’s market capitalization reaches specified thresholds exceeding a low ten digit dollar amount, on or prior to the expiration or termination of the MGH License Agreement (or if earlier, a Company sale) (“Market Cap Success Payments”) or a Company sale for consideration in excess of those thresholds (“Company Sale Success Payments”). Additional Market Cap Success Payments become payable, and the amount of potential Company Sale Success Payments would increase further, if the Company’s market capitalization reaches additional higher thresholds and the Company has at least one product candidate that is covered by a claim of an MGH Patent Right and that (i) is the subject of a Phase 1 clinical trial of which the Company or an affiliate or sublicensee of the Company is the sponsor, (ii) was the subject of a Phase 1 clinical trial of which the Company or an affiliate or sublicensee of the Company was the sponsor with the Company having determined to conduct a subsequent clinical trial with respect to such product candidate, or (iii) has been approved for sale in either the United States or European Union. Market Cap Success Payments are payable in cash or shares of Company common stock at the Company’s discretion, and Company Sale Success Payments are payable solely in cash. MGH retains control of the prosecution and maintenance of the MGH Patent Rights. The Company has the right to provide input in the prosecution of the MGH Patent Rights, including to direct MGH to file and prosecute patents in certain countries. MGH controls the enforcement of the MGH Patent Rights, except for the enforcement of the rights exclusively licensed to the Company, which the Company controls at its expense. The Company may not enter into any settlement without the prior written consent of MGH. The Company also retains the first right to defend against any legal or administrative action taken by a third party against an MGH Patent Right at the Company’s own cost. Unless terminated earlier, the term of the MGH License Agreement will expire upon the expiration or abandonment of all MGH Patent Rights. However, the Company’s royalty obligations may survive expiration or termination. The Company has the right to terminate the MGH License Agreement at will upon 90 days written notice to MGH. MGH may terminate the MGH License Agreement upon specified periods of written notice in the event of the Company’s uncured material breach, with the length of such notice period varying depending on the nature of the breach. MGH also may terminate the license agreement immediately if the Company challenges the validity of any MGH Patent Right or in the event of the Company’s bankruptcy or insolvency. In August 2016, the Company entered into a collaboration, option and license agreement (the “Adverum Agreement”) with Adverum Biotechnologies, Inc. (“Adverum”). Under the terms of the Adverum Agreement, the Company will pay Adverum an upfront fee of $1.0 million to evaluate next-generation adeno-associated virus (“AAV”) vectors from Adverum’s proprietary library for use in clinical development. The Company will support all preclinical activities related to this collaboration, with a portion of the upfront fee to be credited against the Company’s funding obligation. The Company may also pay an additional option exercise fee of $1.0 million for an exclusive license to Adverum’s next-generation AAV vectors for use in each indication chosen as part of the collaboration. Adverum is eligible to receive development and commercial milestone payments, as well as royalties resulting from any commercialized Company products that incorporate Adverum’s vectors that the Company elects to use for a given indication. |
Summary of significant accoun17
Summary of significant accounting policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Summary of significant accounting policies | |
Unaudited interim financial information | Unaudited interim financial information The condensed consolidated financial statements of the Company included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “Annual Report”). The unaudited condensed consolidated financial statements include the accounts of Editas Medicine, Inc. and its wholly owned subsidiary. All intercompany transactions and balances of the subsidiary have been eliminated in consolidation. In the opinion of management, the information furnished reflects all adjustments, all of which are of a normal and recurring nature, necessary for a fair presentation of the results for the reported interim periods. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The three months ended June 30, 2016 and 2015 are referred to as the second quarter of 2016 and 2015, respectively. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year or any other interim period. |
Use of estimates | Use of estimates The preparation of condensed consolidated financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates its estimates, which include, but are not limited to, estimates related to revenue recognition, accrued expenses, stock ‑based compensation expense, valuation of the redeemable convertible preferred stock tranche liability and the anti ‑dilutive protection liability, valuation of the warrant liability, deferred tax valuation allowances, the fair value of common stock prior to the completion of the Company’s IPO and construction lease financing obligations. The Company bases its estimates on historical experience and other market ‑specific or relevant assumptions that it believes to be reasonable under the circumstances. Actual results may differ from those estimates or assumptions. |
Recent accounting pronouncements | Recent accounting pronouncements In March 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-09, Improvements to Employee Share-Based Payment Accounting (“ASU No. 2016-09”), which simplifies share-based payment accounting through a variety of amendments. The standard will be effective for annual reporting periods and interim periods within those annual periods, beginning after December 15, 2016, and early adoption is permitted. The Company is currently evaluating the potential impact ASU 2016-09 may have on its financial position. For a discussion of other recent accounting pronouncements please refer to Note 2, “Summary of Significant Accounting Policies,” in the Annual Report. The Company did not adopt any new accounting pronouncements during the six months ended June 30, 2016. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Measurements | |
Schedule of assets and liabilities measured at fair value on a recurring basis | Assets measured at fair value on a recurring basis as of June 30, 2016 were as follows (in thousands): Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable June 30, Identical Assets Inputs Inputs Assets 2016 (Level 1) (Level 2) (Level 3) Cash and cash equivalents $ $ $ — $ — Money market funds, included in other current assets — — Money market funds, included in other non-current assets — — Total $ $ $ — $ — Assets and liabilities measured at fair value on a recurring basis as of December 31, 2015 were as follows (in thousands): Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable December 31, Identical Assets Inputs Inputs Assets 2015 (Level 1) (Level 2) (Level 3) Cash and cash equivalents $ $ $ — $ — Money market funds, included in other current assets — — Total $ $ $ — $ — Liabilities Warrant liability $ $ — $ — $ |
Schedule of activity in the preferred stock warrant liability measured at fair value on a recurring basis using Level 3 | The following table presents activity in the preferred stock warrant during the six months ended June 30, 2016 (in thousands): Warrant Liability Fair value at December 31, 2015 $ Increase in fair value recognized in other expense Reclassification to additional paid-in capital in connection with IPO Fair value at June 30, 2016 $ — |
Accrued expenses (Tables)
Accrued expenses (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Accrued expenses | |
Schedule of accrued expenses | Accrued expenses consisted of the following (in thousands): As of June 30, December 31, 2016 2015 Patent and license fees $ $ Deferred initial public offering costs — Employee compensation costs Professional services Other Total $ $ |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Property and equipment, net | |
Schedule of property and equipment, net | Property and equipment, net consisted of the following (in thousands): As of June 30, December 31, 2016 2015 Construction-in-progress $ $ — Laboratory equipment Computer equipment Furniture and office equipment Leasehold improvements Total property and equipment Less: accumulated depreciation Property and equipment, net $ $ |
Stock-based compensation (Table
Stock-based compensation (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Schedule of stock-based compensation expense | Total compensation cost recognized for all stock ‑based compensation awards in the condensed consolidated statements of operations and comprehensive loss was as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Research and development $ $ $ $ General and administrative Total stock-compensation expense $ $ $ $ |
Schedule of changes in unvested restricted stock | Weighted Average Grant Date Fair Value Shares Per Share Unvested Restricted Common Stock as of December 31, 2015 $ Issued — — Vested $ Unvested Restricted Common Stock as of June 30, 2016 $ For the six months ended June 30, 2016, the |
Schedule of stock option activity | Weighted Average Remaining Aggregate Intrinsic Shares Exercise Price Contractual Life (years) Value (in thousands) Outstanding at December 31, 2015 $ $ Granted $ Exercised $ Cancelled $ Outstanding at June 30, 2016 $ $ Vested and expected to vest at June 30, 2016 $ $ Exercisable at June 30, 2016 $ $ |
Employees and directors | |
Schedule of assumptions used to value stock options | Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Risk free interest rate % % % % Expected dividend yield — — — — Expected term (in years) Expected volatility % % % % |
Non-employees | |
Schedule of assumptions used to value stock options | Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Risk free interest rate — % — % — % % Expected dividend yield — — — — Expected term (in years) — — — Expected volatility — % — % — % % |
Net loss per share (Tables)
Net loss per share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Net loss per share | |
Schedule of anti-dilutive common stock equivalents | As of June 30, 2016 2015 Redeemable convertible preferred stock — Warrant to purchase redeemable convertible preferred stock — Unvested restricted common stock Outstanding stock options Total |
Nature of business (Details)
Nature of business (Details) $ / shares in Units, $ in Thousands | Feb. 08, 2016$ / sharesshares | Feb. 03, 2016USD ($) | Jan. 15, 2016 | Feb. 29, 2016shares | Jun. 30, 2016USD ($)shares | Dec. 31, 2015USD ($)shares |
Liquidity | ||||||
Common stock, shares outstanding | 35,373,690 | 3,233,638 | ||||
Accumulated deficit | $ | $ (125,130) | $ (88,348) | ||||
Initial Public Offering | ||||||
Liquidity | ||||||
Shares sold | 6,785,000 | 6,785,000 | ||||
Price to the public | $ / shares | $ 16 | |||||
Aggregate net proceeds | $ | $ 97,500 | |||||
Reverse stock split | 0.3846 | |||||
Shares issues upon conversion of preferred stock | 24,929,709 | 24,929,709 | ||||
Common stock, shares outstanding | 36,614,081 | |||||
Overallotment Option | ||||||
Liquidity | ||||||
Shares sold | 885,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Recurring - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Assets measured at fair value | ||
Cash and cash equivalents | $ 217,650 | $ 143,180 |
Total assets measured at fair value | 219,589 | 143,500 |
Liabilities measured at fair value | ||
Warrant liability | 289 | |
Money market funds | Other current assets | ||
Assets measured at fair value | ||
Restricted cash | 320 | 320 |
Money market funds | Other non-current assets | ||
Assets measured at fair value | ||
Restricted cash | 1,619 | |
Level 1 | ||
Assets measured at fair value | ||
Cash and cash equivalents | 217,650 | 143,180 |
Total assets measured at fair value | 219,589 | 143,500 |
Level 1 | Money market funds | Other current assets | ||
Assets measured at fair value | ||
Restricted cash | 320 | 320 |
Level 1 | Money market funds | Other non-current assets | ||
Assets measured at fair value | ||
Restricted cash | $ 1,619 | |
Level 3 | ||
Liabilities measured at fair value | ||
Warrant liability | $ 289 |
Fair Value Measurements Assumpt
Fair Value Measurements Assumptions And Level 3 Rollforward (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Roll-forward of the fair value of liabilities measured at fair value on a recurring basis | |
Balance, beginning of period | $ 289 |
Increase in fair value recognized in net loss | 87 |
Reclassification to additional paid-in capital in connection with IPO | $ (376) |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Accrued expenses | ||
Patent and license fees | $ 5,343 | $ 3,395 |
Deferred initial public offering costs | 283 | |
Employee compensation costs | 1,323 | 1,016 |
Professional services | 672 | 382 |
Other | 508 | 380 |
Total | $ 7,846 | $ 5,456 |
Property And Equipment Net (Det
Property And Equipment Net (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Property and equipment disclosures | |||
Property and equipment, gross | $ 27,803 | $ 2,759 | |
Less: accumulated depreciation | (1,062) | (629) | |
Property and equipment, net | 26,741 | 2,130 | |
Depreciation expense | 433 | $ 191 | |
Construction-in-progress | |||
Property and equipment disclosures | |||
Property and equipment, gross | 22,676 | ||
Laboratory equipment | |||
Property and equipment disclosures | |||
Property and equipment, gross | 4,458 | 2,215 | |
Computer equipment | |||
Property and equipment disclosures | |||
Property and equipment, gross | 571 | 447 | |
Furniture and office equipment | |||
Property and equipment disclosures | |||
Property and equipment, gross | 75 | 74 | |
Leasehold improvements | |||
Property and equipment disclosures | |||
Property and equipment, gross | $ 23 | $ 23 |
Commitments And Contingencies O
Commitments And Contingencies Operating Leases (Details) | 6 Months Ended | |
Jun. 30, 2016USD ($) | Feb. 29, 2016USD ($)ft² | |
Operating Leased Assets [Line Items] | ||
Construction financing lease obligation | $ 22,676,000 | |
Facility Sublease Arrangement [Member] | ||
Operating Leased Assets [Line Items] | ||
Collateral held | 300,000 | |
Laboratory Sublease Cambridge [Member] | ||
Operating Leased Assets [Line Items] | ||
Contractual obligation related to lease payments | $ 1,900,000 | |
Cancellation period | 30 days | |
Cancellation recovery percentage of sublease income | $ 50 | |
Hurley Street, Cambridge, MA | ||
Operating Leased Assets [Line Items] | ||
Leased space ( in square feet) | ft² | 59,783 | |
Security deposit | $ 1,600,000 | |
Rent expense | 200,000 | |
Construction in progress | 22,700,000 | |
Construction financing lease obligation | $ 22,700,000 | |
Extended lease option (in years) | 5 years | |
Minimum lease payments year 1 | $ 3,900,000 | |
Minimum lease payments year 2 | 4,000,000 | |
Minimum lease payments year 3 | 4,100,000 | |
Minimum lease payments year 4 | 4,200,000 | |
Minimum lease payments year 5 | 4,300,000 | |
Minimum lease payments thereafter | $ 9,200,000 |
Commitments And Contingencies L
Commitments And Contingencies Licensor Expense Reimbursement (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Commitment To Reimburse Licensor [Member] | ||||
Other Commitments [Line Items] | ||||
Payments for licensor expense reimbursement | $ 6.5 | $ 1.4 | $ 10.9 | $ 4.7 |
Significant Agreements Juno The
Significant Agreements Juno Therapeutics Collaboration Agreement (Details) $ in Thousands | May 26, 2015item | May 31, 2016USD ($) | May 31, 2015USD ($)item | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) |
Collaboration and other research and development revenues | $ 3,388 | $ 167 | $ 4,193 | $ 167 | ||||
Deferred revenue | 25,642 | 25,642 | $ 25,321 | |||||
Accounts receivable | 1,195 | 1,195 | $ 1,019 | |||||
Juno Therapeutics | ||||||||
Collaboration and other research and development revenues | 4,100 | $ 200 | ||||||
Deferred revenue | 25,600 | 25,600 | ||||||
Accounts receivable | 1,000 | 1,000 | ||||||
Collaboration and License Agreement | Juno Therapeutics | ||||||||
Number of research areas | item | 3 | |||||||
Agreement term | 5 years | |||||||
Extensions | item | 2 | |||||||
Extension period | 1 year | |||||||
Upfront fee received | $ 25,000 | |||||||
Potential research and development funding | $ 22,000 | |||||||
Number of additional licenses | item | 3 | |||||||
Potential fee receivable for each gene target licensed | $ 2,500 | |||||||
Potential development milestone payments | 77,500 | |||||||
Potential regulatory milestone payments | 80,000 | |||||||
Potential commercial milestone payments | $ 75,000 | |||||||
Milestone payment received under license agreement | $ 2,500 | |||||||
Next possible milestone payment | $ 2,500 | 2,500 | ||||||
Number of options to purchase Development and Commercialization License | item | 3 | |||||||
Number of deliverables | item | 6 | |||||||
Number of accounting units | item | 11 | |||||||
Number of accounting units for Development and Commercialization License | item | 3 | |||||||
Number of accounting units for discount deliverables | item | 6 | |||||||
Allocable arrangement consideration - upfront payment | $ 25,000 | |||||||
Allocable arrangement consideration - research support | 20,000 | |||||||
Allocable arrangement consideration - specialized material costs | 2,000 | |||||||
Allocable arrangement consideration - aggregate arrangement consideration | 47,000 | |||||||
Allocable arrangement consideration - R&D Services Unit of Accounting | 16,700 | |||||||
Allocable arrangement consideration - Development and Commercialization License for the first research area | 9,300 | |||||||
Allocable arrangement consideration - Development and Commercialization License for the second research area | 15,400 | |||||||
Allocable arrangement consideration - Development and Commercialization License for the third research area | 200 | |||||||
Allocable arrangement consideration - first Discount Deliverable for the first research area | 700 | |||||||
Allocable arrangement consideration - second Discount Deliverable for the first research area | 400 | |||||||
Allocable arrangement consideration - third Discount Deliverable for the first research area | 200 | |||||||
Allocable arrangement consideration - first Discount Deliverable for the second research area | 2,000 | |||||||
Allocable arrangement consideration - second Discount Deliverable for the second research area | 1,300 | |||||||
Allocable arrangement consideration - third Discount Deliverable for the second research area | 800 | |||||||
Allocable arrangement consideration -JRC Deliverable | $ 0 | |||||||
Development award agreement | Cystic Fibrosis Foundation Therapeutics, Inc. | ||||||||
Agreement term | 3 years | |||||||
Potential research and development funding | $ 5,000 | |||||||
Collaboration and other research and development revenues | $ 100 | |||||||
Net sales threshold for potential milestone payments to be made | $ 100,000 | |||||||
Percentage of net sales threshold for potential milestone payments to be made | 10.00% | |||||||
Contract termination notice | 90 days |
Significant Agreements Juno T31
Significant Agreements Juno Therapeutics Collaboration Agreement (Details) - USD ($) $ in Millions | 1 Months Ended | |
Oct. 31, 2014 | Aug. 31, 2014 | |
The General Hospital (MGH) | License Patent Rights | ||
Upfront fee received | $ 0.1 | |
Stock issued to licensors | 66,848 | |
Percentage of outstanding shares issued | 0.50% | |
Potential liability for future clinical, regulatory and commercial milestone payments related to product approval | $ 3.7 | |
Potential liability for future sales milestone payments | $ 1.8 | |
The General Hospital (MGH) | UNITED STATES | Human disease | License Patent Rights | ||
Potential liability for future sales milestone payments | $ 54 | |
Harvard, Broad and MIT (Institutions) | License Patent Rights | ||
Upfront fee received | $ 0.2 | |
Stock issued to licensors | 561,531 | |
Percentage of outstanding shares issued | 4.20% | |
Harvard, Broad and MIT (Institutions) | Rare disease | ||
Potential liability for future sales milestone payments | $ 36 | |
Harvard, Broad and MIT (Institutions) | United States Europe And Japan | License Patent Rights | ||
Potential liability for future clinical and regulatory milestone payments related to product approval | 14.8 | |
Harvard, Broad and MIT (Institutions) | United States and one other | License Patent Rights | ||
Potential liability for future clinical and regulatory milestone payments related to product approval | 4.1 | |
Duke University | License Intellectual Property and Technology | ||
Upfront fee received | 0.1 | |
Potential liability for future clinical, regulatory and commercial milestone payments related to product approval | $ 0.6 |
Stock Based Compensation Expens
Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Stock-based compensation disclosures | ||||
Compensation expense | $ 5,197 | $ 440 | $ 9,409 | $ 505 |
Research and development. | ||||
Stock-based compensation disclosures | ||||
Compensation expense | 3,943 | 406 | 7,402 | 470 |
General and administrative | ||||
Stock-based compensation disclosures | ||||
Compensation expense | $ 1,254 | $ 34 | $ 2,007 | $ 35 |
Stock Based Compensation - Rest
Stock Based Compensation - Restricted Stock and Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Changes in unvested restricted stock | ||||||
Unvested restricted common stock, beginning of period (in shares) | 1,596,853 | |||||
Vested (in shares) | (387,109) | |||||
Unvested restricted common stock, end of period(in shares) | 1,209,744 | 1,209,744 | 1,596,853 | |||
Weighted Average Grant Date Fair Value | ||||||
Balance, beginning of period | $ 0.0188 | |||||
Vested (in dollars per share) | 0.0162 | |||||
Balance, beginning of period | $ 0.0197 | $ 0.0197 | $ 0.0188 | |||
Compensation expense | $ 5,197 | $ 440 | $ 9,409 | $ 505 | ||
Changes in unvested stock options | ||||||
Options exercised prior to vesting (in shares) | 75,304 | |||||
Options exercised prior to vesting , exercise price per share | $ 0.03 | |||||
Unvested stock options (in shares) | 30,647 | 39,338 | ||||
Outstanding, beginning of period (in shares) | 1,713,385 | |||||
Granted (in shares) | 914,465 | |||||
Exercised (in shares) | (18,963) | |||||
Cancelled (in shares) | (12,659) | |||||
Outstanding, end of period (in shares) | 2,596,228 | 2,596,228 | 1,713,385 | |||
Vested and expected to vest (in shares) | 2,554,012 | |||||
Exercisable (in shares) | 216,154 | |||||
Outstanding, beginning of period (in dollars per share) | $ 6.31 | |||||
Granted (in dollars per share) | 23.44 | |||||
Exercised (in dollars per share) | 1.97 | |||||
Cancelled (in dollars per share) | 9.71 | |||||
Outstanding, end of period (in dollars per share) | $ 12.35 | $ 12.35 | $ 6.31 | |||
Vested and expected to vest outstanding, weighted average exercise price (in dollars per share) | 12.35 | |||||
Exercisable (in dollar per share) | $ 4.70 | |||||
Remaining contractual life | 9 years 2 months 12 days | 9 years 7 months 6 days | ||||
Vested and expected to vest, remaining contractual life | 9 years 2 months 12 days | |||||
Exercisable, remaining contractual life | 8 years 10 months 24 days | |||||
Outstanding, beginning of Period aggregate intrinsic | $ 15,580 | |||||
Outstanding, end of Period aggregate intrinsic | $ 35,056 | 15,580 | $ 15,580 | |||
Vesting and expected to vest, aggregate intrinsic value | 34,486 | |||||
Exercisable, aggregated intrinsic value | 4,258 | |||||
Employees and directors | ||||||
Weighted Average Grant Date Fair Value | ||||||
Compensation expense | $ 2,400 | $ 100 | ||||
Changes in unvested stock options | ||||||
Weighted average fair value of options granted (per share) | $ 16.34 | $ 3.70 | ||||
Employees | ||||||
Weighted Average Grant Date Fair Value | ||||||
Unrecognized stock-based compensation expense | 19,100 | |||||
Period for recognition | 3 years 4 months 24 days | |||||
Restricted Stock | Employees | ||||||
Weighted Average Grant Date Fair Value | ||||||
Compensation expense | $ 0 | $ 0 | ||||
Unrecognized stock-based compensation expense | 0 | |||||
Restricted Stock | Non-employees | ||||||
Weighted Average Grant Date Fair Value | ||||||
Compensation expense | $ 5,200 | $ 400 | ||||
Unrecognized stock-based compensation expense | $ 9,600 | |||||
Period for recognition | 1 year 1 month 6 days |
Stock Based Compensation Assump
Stock Based Compensation Assumptions (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Employees and directors | ||||
Assumptions | ||||
Risk free interest rate | 1.40% | 1.60% | 1.50% | 1.60% |
Expected term | 6 years 3 months | 6 years 3 months | 6 years 3 months | 6 years 3 months |
Expected volatility | 80.00% | 80.50% | 80.00% | 81.10% |
Employees | ||||
Assumptions | ||||
Unrecognized stock-based compensation expense | $ 19.1 | $ 19.1 | ||
Period for recognition | 3 years 4 months 24 days | |||
Non-employees | ||||
Assumptions | ||||
Risk free interest rate | 1.90% | |||
Expected term | 10 years | |||
Expected volatility | 80.50% |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - shares | Feb. 08, 2016 | Feb. 29, 2016 | Jun. 30, 2016 | Jun. 30, 2015 |
Potentially dilutive securities | ||||
Anti-dilutive common stock equivalent shares | 3,805,972 | 10,557,958 | ||
Redeemable Convertible Preferred Stock. | ||||
Potentially dilutive securities | ||||
Anti-dilutive common stock equivalent shares | 8,176,900 | |||
Warrant to purchase convertible redeemable preferred stock | ||||
Potentially dilutive securities | ||||
Anti-dilutive common stock equivalent shares | 23,076 | |||
Restricted Stock | ||||
Potentially dilutive securities | ||||
Anti-dilutive common stock equivalent shares | 1,209,744 | 2,003,192 | ||
Outstanding stock options | ||||
Potentially dilutive securities | ||||
Anti-dilutive common stock equivalent shares | 2,596,228 | 354,790 | ||
Initial Public Offering | ||||
Potentially dilutive securities | ||||
Shares sold | 6,785,000 | 6,785,000 | ||
Shares issues upon conversion of preferred stock | 24,929,709 | 24,929,709 | ||
Conversion of Stock, Shares Issued | 24,929,709 | 24,929,709 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Investor(s) | Professional fees | ||
Related Party Transaction [Line Items] | ||
Payments to related party | $ 0 | $ 0.1 |
Subsequent events (Details)
Subsequent events (Details) - Subsequent Event | 1 Months Ended |
Aug. 31, 2016USD ($)item | |
Exclusive License Agreement | The General Hospital (MGH) | Maximum | |
Subsequent Event [Line Items] | |
Number of additional indications | item | 4 |
Potential commercial milestone payments | $ 4,900,000 |
Number of products or services eligible for achievement of commercial sales milestones | item | 4 |
Potential Market Cap Success payments | $ 6,000,000 |
Exclusive License Agreement | The General Hospital (MGH) | Maximum | First licensed product or process | |
Subsequent Event [Line Items] | |
Potential regulatory and clinical milestone payments | $ 1 |
Exclusive License Agreement | The General Hospital (MGH) | Maximum | Human disease | |
Subsequent Event [Line Items] | |
Royalties on net sales (as a percent) | 1.00% |
Exclusive License Agreement | The General Hospital (MGH) | Minimum | |
Subsequent Event [Line Items] | |
Number of product candidates covered by a claim of patent right | item | 1 |
Collaboration, Option and License Agreement | Adverum Biotechnologies, Inc | |
Subsequent Event [Line Items] | |
Upfront payment made under license agreement | $ 1,000,000 |
Potential option exercise fee payment | $ 1,000,000 |