Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 02, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | NTLA | |
Entity Registrant Name | INTELLIA THERAPEUTICS, INC. | |
Entity Central Index Key | 1,652,130 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 35,995,074 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash and cash equivalents | $ 300,687 | $ 75,816 |
Accounts receivable | 1,000 | 1,000 |
Prepaid expenses and other current assets | 1,217 | 810 |
Total current assets | 302,904 | 77,626 |
Property and equipment, net | 4,421 | 2,708 |
Other assets | 3,299 | 1,805 |
Total Assets | 310,624 | 82,139 |
Current Liabilities: | ||
Accounts payable | 1,042 | 1,360 |
Accrued expenses | 4,288 | 2,788 |
Current portion of deferred revenue | 16,287 | 6,547 |
Total current liabilities | 21,617 | 10,695 |
Deferred revenue, net of current portion | 65,042 | 3,765 |
Other long-term liabilities | 363 | 323 |
Commitments and contingencies (Note 6) | ||
Convertible preferred stock (Series B, Series A-2, Series A-1, Junior and Founder), $0.0001 par value; 5,000,000 shares and 36,500,000 shares authorized, respectively; 0 shares and 36,316,628 shares issued and outstanding, respectively | 88,557 | |
Stockholders' Equity (Deficit): | ||
Common stock, $0.0001 par value; 120,000,000 shares and 50,000,000 shares authorized, respectively; 35,995,074 shares issued and outstanding and 2,558,755 shares issued and outstanding, respectively | 4 | |
Additional paid-in capital | 259,123 | 735 |
Accumulated deficit | (35,525) | (21,936) |
Total stockholders' equity (deficit) | 223,602 | (21,201) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 310,624 | $ 82,139 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 120,000,000 | 50,000,000 |
Common stock, shares issued | 35,995,074 | 2,558,755 |
Common stock, shares outstanding | 35,995,074 | 2,558,755 |
Convertible Preferred Stock (Series B, Series A-2, Series A-1, Junior and Founder) [Member] | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 5,000,000 | 36,500,000 |
Convertible preferred stock, shares issued | 0 | 36,316,628 |
Convertible preferred stock, shares outstanding | 0 | 36,316,628 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement [Abstract] | ||||
Collaboration revenue | $ 4,206,000 | $ 1,377,000 | $ 5,983,000 | $ 2,663,000 |
Operating expenses: | ||||
Research and development | 7,423,000 | 1,966,000 | 12,648,000 | 3,337,000 |
General and administrative | 3,729,000 | 2,833,000 | 6,975,000 | 3,943,000 |
Total operating expenses | 11,152,000 | 4,799,000 | 19,623,000 | 7,280,000 |
Operating loss | (6,946,000) | (3,422,000) | (13,640,000) | (4,617,000) |
Interest income | 46,000 | 51,000 | ||
Loss before income taxes | (6,900,000) | (3,422,000) | (13,589,000) | (4,617,000) |
Income tax benefit | 0 | 382,000 | 0 | 484,000 |
Net loss | $ (6,900,000) | $ (3,040,000) | $ (13,589,000) | $ (4,133,000) |
Net loss per common unit, basic and diluted | $ (2.37) | $ (3.22) | ||
Net loss per share attributable to common stockholders, basic and diluted | $ (0.36) | $ (1.37) | ||
Weighted average common units outstanding, basic and diluted | 1,284 | 1,284 | ||
Weighted average shares outstanding, basic and diluted | 19,121 | 9,899 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders (Deficit) Equity - 6 months ended Jun. 30, 2016 - USD ($) $ in Thousands | Total | Convertible Preferred Stock (Series B, Series A-2, Series A-1, Junior and Founder) [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2015 | $ (21,201) | $ 735 | $ (21,936) | ||
Beginning balance at Dec. 31, 2015 | $ 88,557 | $ 88,557 | |||
Beginning balance, shares at Dec. 31, 2015 | 2,558,755 | 2,558,755 | |||
Beginning balance, shares at Dec. 31, 2015 | 36,316,628 | ||||
Conversion of convertible preferred stock | $ 88,557 | $ (88,557) | $ 3 | 88,554 | |
Conversion of convertible preferred stock, shares | (36,316,628) | 23,481,956 | |||
Issuance of common stock, net of issuance costs | 167,190 | $ 1 | 167,189 | ||
Issuance of common stock, net of issuance costs, shares | 9,955,554 | ||||
Equity-based compensation | 2,645 | 2,645 | |||
Equity-based compensation, shares | (1,191) | ||||
Net loss | (13,589) | (13,589) | |||
Ending balance at Jun. 30, 2016 | $ 223,602 | $ 4 | $ 259,123 | $ (35,525) | |
Ending balance, shares at Jun. 30, 2016 | 35,995,074 | 35,995,074 | |||
Ending balance, shares at Jun. 30, 2016 | 0 |
Consolidated Statements of Sto6
Consolidated Statements of Stockholders (Deficit) Equity (Parenthetical) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Common stock Issuance costs | $ 3,316 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (13,589) | $ (4,133) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 434 | 100 |
Loss on disposal of property and equipment | 2 | |
Equity-based compensation | 2,645 | 266 |
Benefit from intraperiod tax allocation | (484) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (407) | (237) |
Accounts payable | (367) | 1,197 |
Accrued expenses | 1,053 | 504 |
Deferred revenue | 71,017 | 9,694 |
Other assets | (2,699) | (31) |
Other long-term liabilities | 40 | 119 |
Net cash provided by operating activities | 58,129 | 6,995 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (2,155) | (1,103) |
Net cash used in investing activities | (2,155) | (1,103) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of Class A-2 preferred units | 4,644 | |
Payments to acquire in-process research and development | (400) | (600) |
Payment of preferred unit and preferred stock issuance costs | (100) | (16) |
Proceeds from common stock offering | 170,507 | |
Payment of common stock offering costs | (1,110) | |
Net cash provided by financing activities | 168,897 | 4,028 |
Net increase in cash and cash equivalents | 224,871 | 9,920 |
Cash and cash equivalents, beginning of period | 75,816 | 9,845 |
Cash and cash equivalents, end of period | 300,687 | 19,765 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Purchases of property and equipment unpaid at period end | 213 | 185 |
Acquisition of in-process research and development unpaid at period end | 200 | 1,100 |
Financing costs incurred but unpaid at period end | $ 1,604 | $ 13 |
Overview and Basis of Presentat
Overview and Basis of Presentation | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Overview and Basis of Presentation | 1. Overview and Basis of Presentation Intellia Therapeutics, Inc. (collectively referred to with its wholly-owned, controlled subsidiary, Intellia Securities Corp., as “Intellia” or the “Company”) is a genome editing company focused on developing potentially curative therapeutics utilizing a biological tool known as CRISPR/Cas9. The 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 (“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 consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Prospectus that forms a part of the Company’s Registration Statement on Form S-1 (File No. 333-210689), which was filed with the SEC pursuant to Rule 424(b)(4) on May 5, 2016 (the “Prospectus”). The unaudited consolidated financial statements include the accounts of Intellia Therapeutics, Inc. and its 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 six 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. On May 11, 2016, the Company completed an initial public offering (“IPO”) of its common stock, which resulted in the sale of 6,900,000 shares, including all additional shares available to cover over-allotments, at a price of $18.00 per share. The Company received net proceeds before expenses from the IPO of $115.5 million after deducting underwriting discounts and commissions paid by the Company. In preparation for the IPO, the Company’s board of directors and stockholders approved a one-for-1.7 reverse stock split of the Company’s common stock effective April 25, 2016. All share and per share amounts in the consolidated financial statements and notes thereto have been retroactively adjusted, where necessary, to give effect to this reverse stock split. In connection with the closing of the IPO, all of the Company’s outstanding convertible preferred stock automatically converted to common stock at a one-for-0.6465903 ratio as of May 11, 2016, resulting in an additional 23,481,956 shares of common stock of the Company becoming outstanding. In addition, the Company issued a total of 3,055,554 shares of common stock for $55.0 million in two separate, concurrent private placements upon the closing of the IPO. The significant increase in shares outstanding in May 2016 is expected to impact the year-over-year comparability of the Company’s (loss) earnings per share calculations for the next twelve months. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), In April 2015, the FASB issued ASU No. 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement Internal-Use Software In February 2016, the FASB issued ASU No. 2016-02, Leases Leases In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting Compensation – Stock Compensation |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
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 1, such 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 certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The Company’s financial instruments as of June 30, 2016 and December 31, 2015 consisted primarily of cash and cash equivalents, accounts receivable and accounts payable. As of June 30, 2016 and December 31, 2015, the Company’s financial assets recognized at fair value consisted of the following: Fair Value as of June 30, 2016 Total Level 1 Level 2 Level 3 (In thousands) Cash equivalents $ 270,051 $ 270,051 $ — $ — Total $ 270,051 $ 270,051 $ — $ — Fair Value as of December 31, 2015 Total Level 1 Level 2 Level 3 (In thousands) Cash equivalents $ 30,000 $ 30,000 $ — $ — Total $ 30,000 $ 30,000 $ — $ — |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 4. Accrued Expenses Accrued expenses consisted of the following: June 30, December (In thousands) Employee compensation and benefits $ 1,181 $ 1,281 In-process research and development obligation 200 600 Research and development and professional expenses 2,907 907 Accrued expenses $ 4,288 $ 2,788 In July 2014, the Company entered into agreements with Caribou Biosciences, Inc. (“Caribou”), under which the Company received a license for certain patents and limited research and development services from Caribou. The in-process research and development obligation represents the portion of the Company’s obligation under these agreements that is attributable to the license. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 5. Income Taxes The Company did not record a federal or state income tax provision or benefit for the three or six months ended June 30, 2016 due to an expected loss before income taxes to be incurred for the year ended December 31, 2016, as well as the Company’s continued maintenance of a full valuation allowance against its net deferred tax assets. During the six months ended June 30, 2015, the Company allocated $2.6 million from the total fixed amount of consideration under a collaboration agreement with Novartis Institutes for BioMedical Research, Inc. (“Novartis”) to the carrying value of Class A-1 and A-2 Preferred Units purchased by Novartis to record those units based on their fair value at the date of issuance. Refer to Note 7, Collaborations |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. Commitments and Contingencies Commitments In the first quarter of 2016, the Company entered into a ten-year agreement to lease office and laboratory space in Cambridge, Massachusetts under an operating lease agreement, with an option to terminate the lease at the end of the sixth year and an option to extend the term of the lease for an additional three years. Upon the execution of this lease, the Company provided a $2.2 million security deposit, which has been recorded in other assets on the consolidated balance sheet. Future minimum lease payments under this lease by year as of June 30, 2016 are as follows: (In thousands) Future minimum lease payments in year ending December 31: 2016 $ 3,402 2017 4,464 2018 4,598 2019 4,736 2020 4,878 Thereafter 9,786 Total future minimum lease payments $ 31,864 |
Collaborations
Collaborations | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaborations | 7. Collaborations Novartis Institutes for BioMedical Research In December 2014, the Company entered into a strategic collaboration agreement with Novartis focused on the ex vivo Agreement Structure Under the terms of the collaboration, the Company and Novartis may research potential therapeutic, prophylactic and palliative applications of the CRISPR/Cas9 platform in HSCs and CAR T cells. Within the HSC therapeutic space, Novartis may obtain exclusive rights to a limited number of HSC targets, to be selected by Novartis in a series of selection windows, the last of which closes 90 days before the fifth anniversary of the effective date of the collaboration agreement. If Novartis does not exercise its selection rights within each selection window, any such rights will be deemed forfeited by Novartis. Novartis is required to use commercially reasonable efforts to research, develop or commercialize at least one HSC product directed to at least one of their selected HSC targets. The Company also agreed to collaborate with Novartis on research activities for CAR T cell targets under a research plan agreed upon by both parties. After completion of the research and development activities contemplated by the CAR T cell program research plan, Novartis will assume sole responsibility for developing any products arising from that research plan and will be responsible for additional costs and expenses of developing, manufacturing and commercializing selected research targets. Novartis is required to use commercially reasonable efforts to research, develop or commercialize at least one CAR T cell product directed to at least one of their selected CAR T cell targets. In the last two years of the collaboration term, Novartis will have the option to select a limited number of targets for research, development and commercialization of in vivo in vivo in vivo The Company received an upfront technology access payment from Novartis of $10.0 million in January 2015 and is entitled to additional technology access fees of $20.0 million and quarterly research payments of $1.0 million, or up to $20.0 million in the aggregate, during the five-year research term. For each product under the collaboration, the Company may be eligible to receive (i) up to $30.3 million in development milestones, including for the filing of an investigational new drug application and for the dosing of the first patient in each of Phase IIa, Phase IIb and Phase III clinical trials, (ii) up to $50.0 million in regulatory milestones for the product’s first indication, including regulatory approvals in the United States (“U.S.”) and European Union (“EU”), (iii) up to $50.0 million in regulatory milestones for the product’s second indication, if any, including U.S. and EU regulatory approvals, (iv) royalties on net sales in the mid-single digits, and (v) net sales milestone payments of up to $100.0 million. The Company may also be eligible to receive payments for: (i) each additional HSC target selected by Novartis beyond its initial defined allocation, (ii) each in vivo Collaboration Revenue Through June 30, 2016, excluding amounts allocated to Novartis’ purchase of the Company’s Class A-1 and Class A-2 Preferred Units, the Company had recorded a total of $18.4 million in cash and accounts receivable under the Novartis agreement. Through June 30, 2016, the Company has recognized $9.7 million of collaboration revenue, including $1.9 million and $3.7 million in the three and six months ended June 30, 2016, respectively, and $1.4 million and $2.7 million in the three and six months ended June 30, 2015, respectively, in the consolidated statements of operations related to this agreement. As of June 30, 2016 and December 31, 2015, the Company had deferred revenue of $8.7 million and $10.3 million, respectively, related to this agreement. Regeneron Pharmaceuticals, Inc. In April 2016, the Company entered into a license and collaboration agreement with Regeneron Pharmaceuticals, Inc. (“Regeneron”). The agreement includes a product component to research, develop and commercialize CRISPR/Cas-based therapeutic products primarily focused on gene editing in the liver as well as a technology collaboration component, pursuant to which the Company and Regeneron will engage in research and development activities aimed at discovering and developing novel technologies and improvements to CRISPR/Cas technology to enhance the Company’s gene editing platform. Under this agreement, the Company also has the ability to access the Regeneron Genetics Center and proprietary mouse models to be provided by Regeneron for a limited number of the Company’s liver programs. Agreement Structure Under the terms of the collaboration, the Company and Regeneron have agreed to a target selection process, whereby Regeneron may obtain exclusive rights for up to 10 targets to be chosen by Regeneron during the collaboration term, subject to various adjustments and limitations set forth in the agreement. Of these 10 total targets, Regeneron may select up to five non-liver targets, while the remaining targets will be focused in the liver. At the inception of the agreement, Regeneron selected the first of its ten targets, which is subject to a co-development and co-commercialization arrangement between the Company and Regeneron. The Company retains the exclusive right to solely develop products for certain indications. During the target selection process, the Company has the right to choose additional liver targets for its own development using commercially reasonable efforts. Certain targets that either the Company or Regeneron select may be subject to further co-development and co-commercialization arrangements at the Company or Regeneron’s option, as applicable. In addition, subject to certain restrictions, Regeneron will be able to replace a limited number of targets with substitute targets upon the payment of a specified replacement fee, in which case exclusive rights to the replaced target revert to the Company. Regeneron’s target selections are subject to certain additional restrictions, including that non-liver targets are not the subject of ongoing or planned research and development by the Company or are not the subject of a collaboration or pending collaboration with a third party. Research activities under the collaboration will be governed by evaluation and research and development plans that will outline the parties’ responsibilities under, anticipated timelines of and budgets for, the various programs. The Company will assist Regeneron with the preliminary evaluation of liver targets, and Regeneron will be responsible for preclinical research and the conduct of clinical development, manufacturing and commercialization of products directed to each of its exclusive targets under the oversight of a joint steering committee. The Company may assist, as requested by Regeneron, with the later discovery and research of product candidates directed to any selected target. For each selected target, Regeneron is required to use commercially reasonable efforts to submit regulatory filings necessary to achieve initial investigational new drug (“IND”) acceptance for at least one product directed to each applicable target, and following IND acceptance for at least one product, to develop and commercialize such product. In connection with this collaboration, Regeneron agreed to purchase $50.0 million of the Company’s common stock in a private placement concurrent with the Company’s IPO, and the Company received a nonrefundable upfront payment of $75.0 million. In addition, the Company is eligible to earn, on a per-licensed target basis, (i) up to $25.0 million in development milestones, including for the dosing of the first patient in each of Phase I, Phase II and Phase III clinical trials, (ii) up to $110.0 million in regulatory milestones, including for the acceptance of a regulatory filing in the U.S., and U.S. and ex-U.S. regulatory approvals, and (iii) up to $185.0 million in sales-based milestone payments. The Company is also eligible to earn royalties ranging from the high single digits to low teens, in each case, on a per-product basis, which royalties are potentially subject to various reductions and offsets and are further subject to the Company’s existing low single-digit royalty obligations under the Caribou license agreement. The fixed portion of consideration under the collaboration arrangement was determined to be the $75.0 million nonrefundable upfront payment, for which there are no contingent terms. The significant deliverables of this multiple-element revenue arrangement were determined to be licenses to targets, the associated research activities and evaluation plans for these programs and the technology collaboration. The Company further determined that the licenses and associated research activities and evaluation plans did not have standalone value due to the specialized nature of the services to be provided by the Company; therefore, these deliverables are not separable, and, accordingly, the license and services are treated as a single unit of accounting. The Company additionally concluded that the technology collaboration has standalone value from the product development, as shared rights to technological advancements under the technology collaboration could be separately applied by Regeneron to other programs. The Company allocated the $75.0 million in fixed consideration to the two units of accounting based on the estimated relative selling price of each deliverable. The Company estimated the selling price of each deliverable by taking into consideration internal estimates of research and development personnel needed to perform the research and development services, estimates of expected cash outflows to third parties for services and supplies, selling prices of comparable transactions and typical gross profit margins. As a result of this evaluation, the Company allocated $63.8 million to the licenses to targets and the associated research activities and evaluation plans and $11.2 million to the technology collaboration. The $63.8 million allocated to the licenses to targets and the associated research activities and evaluation plans for these programs is being recognized over the six-year performance period of the arrangement. The $11.2 million allocated to the technology collaboration is expected to be recognized over a period beginning at the inception of the technology collaboration through the end of the arrangement. Collaboration Revenue Through June 30, 2016, the Company received $75.0 million under the Regeneron agreement. The Company recognized $2.3 million of collaboration revenue in the three and six months ended June 30, 2016 in the consolidated statements of operations and, as of June 30, 2016, had deferred revenue of $72.7 million related to this agreement. Agreement Termination Rights The collaboration term ends in April 2022, except that Regeneron may make a one-time payment of $25.0 million to extend the term for an additional two-year period. The agreement will continue until the date when no royalty or other payment obligations are due, unless earlier terminated in accordance with the terms of the agreement. Regeneron’s royalty payment obligations expire on a country-by-country and product-by-product basis upon the later of (i) the expiration of the last valid claim of the royalty-bearing patents covering such product in such country, (ii) 12 years from the first commercial sale of such product in such country, or (iii) the expiration of regulatory exclusivity for such product. The Company may terminate the agreement on a target-by-target basis if Regeneron or any of its affiliates institutes a patent challenge against our CRISPR/Cas or certain other background patent rights. The Company may also terminate the agreement on a target-by-target basis if Regeneron does not proceed with the development of a product directed to a selected target within specified periods of time. Regeneron may terminate the agreement, without cause, upon 180 days written notice to the Company, either in its entirety or on a target-by-target basis, in which event, certain rights in the terminated targets and associated intellectual property revert to the Company, as described in the agreement. Following such termination, the Company may owe Regeneron royalties, in certain circumstances, up to mid-single digits on any terminated targets that we subsequently commercialize on a product-by-product basis for a period of 12 years after the first commercial sale of any such products. Either party may terminate the agreement either in its entirety or with respect to the technology collaboration or one or more of the targets selected by Regeneron, in the event of the other party’s uncured material breach. |
Equity-Based Compensation
Equity-Based Compensation | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity-Based Compensation | 8. Equity-Based Compensation Equity-based compensation expense is classified in the consolidated statements of operations as follows: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (In thousands) Research and development $ 1,237 $ 76 $ 1,691 $ 132 General and administrative 596 75 954 134 Total $ 1,833 $ 151 $ 2,645 $ 266 Restricted Stock Restricted stock is valued at the fair value of the underlying security. Prior to the IPO, the Company valued these awards by taking into consideration its most recently available valuation performed by management and the board of directors, considering the most recently available third-party valuations of the Company’s securities as well as additional qualitative factors. In the periods subsequent to the IPO, the fair value was determined based on the quoted price of the Company’s common stock. The following table summarizes the Company’s restricted stock activity, including converted Founder Stock, for the six months ended June 30, 2016: Number of Weighted Unvested restricted stock as of January 1, 2016 2,227,276 $ 0.81 Vested (461,508 ) 0.85 Forfeited (1,191 ) 1.34 Unvested restricted stock as of June 30, 2016 1,764,577 $ 0.80 As of June 30, 2016, there was $7.6 million of unrecognized equity-based compensation expense related to restricted stock that is expected to vest. These costs are expected to be recognized over a weighted average remaining vesting period of 2.5 years. Stock Options The weighted-average grant date fair value of options, estimated as of the grant date using the Black-Scholes option pricing model, was $13.57 per option and $6.07 per option for those options granted during the three and six months ended June 30, 2016, respectively. There were no stock option awards granted in the six months ended June 30, 2015. Key assumptions used to apply this pricing model were as follows: Six Months Ended Risk-free interest rate 1.3 % Expected life of options 6.0 years Expected volatility of underlying stock 87.9 % Expected dividend yield 0.0 % The following is a summary of stock option activity for the six months ended June 30, 2016: Number of Weighted Weighted Aggregate (In years) (In thousands) Outstanding at January 1, 2016 456,374 $ 6.04 Granted 2,478,325 8.29 Outstanding at June 30, 2016 2,934,699 $ 7.94 9.6 $ 46,615 Exercisable at June 30, 2016 257 $ 5.81 9.2 $ 4 As of June 30, 2016, there was $15.1 million of unrecognized compensation cost related to stock options that are expected to vest. These costs are expected to be recognized over a weighted average remaining vesting period of 3.6 years. |
Loss Per Share
Loss Per Share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Loss Per Share | 9. Loss Per Share The Company calculates basic earnings (loss) per common unit by dividing income (loss) allocable to common unitholders by the weighted average number of common units outstanding, calculates basic earnings (loss) per incentive unit by dividing income (loss) allocable to incentive unitholders by the weighted average number of incentive units outstanding and calculates basic earnings (loss) per share by dividing income (loss) allocable to common stockholders by the weighted average number of common shares outstanding. The Company computes diluted earnings (loss) per share after giving consideration to the dilutive effect of preferred units, preferred stock, common units, common stock, incentive units and restricted common stock that are outstanding during the period, except where such units would be anti-dilutive. Basic and diluted loss per common unit was calculated as follows: Three Months Ended Six Months Ended (In thousands except per unit data) Net loss $ (3,040 ) $ (4,133 ) Weighted average common units outstanding, basic and diluted 1,284 1,284 Net loss per common unit, basic and diluted $ (2.37 ) $ (3.22 ) Basic and diluted loss per share attributable to common stockholders was calculated as follows: Three Months Ended Six Months Ended (In thousands except per share data) Net loss $ (6,900 ) $ (13,589 ) Weighted average shares outstanding, basic and diluted 19,121 9,899 Net loss per share attributable to common stockholders, basic and diluted $ (0.36 ) $ (1.37 ) In May 2016, the Company issued an additional 6,900,000 shares of common stock in connection with its IPO and 23,481,956 shares of common stock in connection with the automatic conversion of its convertible preferred stock upon the closing of the IPO. In addition, the Company issued a total of 3,055,554 shares of common stock in two separate, concurrent private placements upon the closing of the IPO. The issuance of these shares resulted in a significant increase in the Company’s weighted average shares outstanding and will impact the year-over-year comparability of the Company’s (loss) earnings per share calculations for the next twelve months. The following common stock equivalents were excluded from the calculation of diluted loss per unit or share because their inclusion would have been anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (In thousands) Preferred units — 20,682 — 20,682 Unvested common units — 1,014 — 1,014 Unvested incentive units — 2,355 — 2,355 Unvested restricted stock 1,765 — 1,765 — Stock options 2,935 — 2,935 — 4,700 24,051 4,700 24,051 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. Related Party Transactions In July 2014, the Company issued Caribou Therapeutics Holdco, LLC, a wholly-owned subsidiary of Caribou Biosciences, Inc., or Caribou, 8,110,599 Junior Preferred Units. As a result of this and related transactions, Caribou owned 15.5% of the Company’s voting interests as of June 30, 2016. The Company recognized research and development expense of $0.4 million during each of the three months ended June 30, 2016 and 2015 and $0.8 million during each of the six months ended June 30, 2016 and 2015, and, as of June 30, 2016 and December 31, 2015, had current obligations of $0.2 million and $0.6 million, respectively, related to license and service agreements entered into with Caribou. In addition, the Company recognized general and administrative expense of $0.3 million and $0.7 million during the three months ended June 30, 2016 and 2015, respectively, and $0.4 million and $1.0 million during the six months ended June 30, 2016 and 2015, respectively, related to the Company’s obligation to pay 30.0% of Caribou’s patent prosecution, filing and maintenance costs under its intellectual property license agreement with Caribou. In connection with its entry into the collaboration and license agreement and related equity transactions with Novartis, the Company issued Novartis 4,761,905 Class A-1 Preferred Units and 2,666,666 Class A-2 Preferred Units. In August 2015, Novartis acquired 761,905 shares of the Company’s Series B Preferred Stock, and in May 2016, Novartis acquired 277,777 shares of the Company’s common stock in a private placement transaction concurrent with the Company’s initial public offering. As a result of these transactions, Novartis collectively owned 15.5% of the Company’s voting interests as of June 30, 2016. Refer to Note 7, Collaborations The Company recognized collaboration revenue of $1.9 million and $3.7 million in the three and six months ended June 30, 2016, respectively, and $1.4 million and $2.7 million in the three and six months ended June 30, 2015, respectively, in the consolidated statements of operations related to this agreement. As of June 30, 2016 and December 31, 2015, the Company had recorded accounts receivable of $1.0 million and deferred revenue of $8.7 million and $10.3 million, respectively, related to this collaboration. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), In April 2015, the FASB issued ASU No. 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement Internal-Use Software In February 2016, the FASB issued ASU No. 2016-02, Leases Leases In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting Compensation – Stock Compensation |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets Recognized at Fair Value | As of June 30, 2016 and December 31, 2015, the Company’s financial assets recognized at fair value consisted of the following: Fair Value as of June 30, 2016 Total Level 1 Level 2 Level 3 (In thousands) Cash equivalents $ 270,051 $ 270,051 $ — $ — Total $ 270,051 $ 270,051 $ — $ — Fair Value as of December 31, 2015 Total Level 1 Level 2 Level 3 (In thousands) Cash equivalents $ 30,000 $ 30,000 $ — $ — Total $ 30,000 $ 30,000 $ — $ — |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following: June 30, December (In thousands) Employee compensation and benefits $ 1,181 $ 1,281 In-process research and development obligation 200 600 Research and development and professional expenses 2,907 907 Accrued expenses $ 4,288 $ 2,788 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments under this lease by year as of June 30, 2016 are as follows: (In thousands) Future minimum lease payments in year ending December 31: 2016 $ 3,402 2017 4,464 2018 4,598 2019 4,736 2020 4,878 Thereafter 9,786 Total future minimum lease payments $ 31,864 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Equity-Based Compensation Expense | Equity-based compensation expense is classified in the consolidated statements of operations as follows: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (In thousands) Research and development $ 1,237 $ 76 $ 1,691 $ 132 General and administrative 596 75 954 134 Total $ 1,833 $ 151 $ 2,645 $ 266 |
Summary of Restricted Stock Activity, Including Converted Founder Stock | The following table summarizes the Company’s restricted stock activity, including converted Founder Stock, for the six months ended June 30, 2016: Number of Weighted Unvested restricted stock as of January 1, 2016 2,227,276 $ 0.81 Vested (461,508 ) 0.85 Forfeited (1,191 ) 1.34 Unvested restricted stock as of June 30, 2016 1,764,577 $ 0.80 |
Summary of Weighted Average Assumptions Used to Compute Fair Value of Option Granted | Key assumptions used to apply this pricing model were as follows: Six Months Ended Risk-free interest rate 1.3 % Expected life of options 6.0 years Expected volatility of underlying stock 87.9 % Expected dividend yield 0.0 % |
Summary of Stock Option Activity | The following is a summary of stock option activity for the six months ended June 30, 2016: Number of Weighted Weighted Aggregate (In years) (In thousands) Outstanding at January 1, 2016 456,374 $ 6.04 Granted 2,478,325 8.29 Outstanding at June 30, 2016 2,934,699 $ 7.94 9.6 $ 46,615 Exercisable at June 30, 2016 257 $ 5.81 9.2 $ 4 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share | Basic and diluted loss per common unit was calculated as follows: Three Months Ended Six Months Ended (In thousands except per unit data) Net loss $ (3,040 ) $ (4,133 ) Weighted average common units outstanding, basic and diluted 1,284 1,284 Net loss per common unit, basic and diluted $ (2.37 ) $ (3.22 ) Basic and diluted loss per share attributable to common stockholders was calculated as follows: Three Months Ended Six Months Ended (In thousands except per share data) Net loss $ (6,900 ) $ (13,589 ) Weighted average shares outstanding, basic and diluted 19,121 9,899 Net loss per share attributable to common stockholders, basic and diluted $ (0.36 ) $ (1.37 ) |
Potential Dilutive Securities Excluded from Computation of Diluted Net Loss Per Common Share | The following common stock equivalents were excluded from the calculation of diluted loss per unit or share because their inclusion would have been anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (In thousands) Preferred units — 20,682 — 20,682 Unvested common units — 1,014 — 1,014 Unvested incentive units — 2,355 — 2,355 Unvested restricted stock 1,765 — 1,765 — Stock options 2,935 — 2,935 — 4,700 24,051 4,700 24,051 |
Overview and Basis of Present24
Overview and Basis of Presentation - Additional Information (Detail) $ / shares in Units, $ in Thousands | May 11, 2016USD ($)$ / sharesshares | Apr. 25, 2016 | May 31, 2016shares | Jun. 30, 2016USD ($) |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Number of common stock issued upon conversion of value | $ | $ 167,190 | |||
IPO [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Number of common stock issued upon conversion of shares | shares | 6,900,000 | 6,900,000 | ||
Common stock price per share | $ / shares | $ 18 | |||
Proceeds from issuance initial public offering | $ | $ 115,500 | |||
Reverse stock split ratio of common stock | 0.588 | |||
Reverse stock split description | One-for-1.7 reverse stock split | |||
Effective date of reverse stock split | Apr. 25, 2016 | |||
Convertible preferred stock conversion ratio | One-for-0.6465903 | |||
Conversion of convertible preferred stock into common stock | shares | 23,481,956 | 23,481,956 | ||
Private Placement [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Number of common stock issued upon conversion of shares | shares | 3,055,554 | 3,055,554 | ||
Number of common stock issued upon conversion of value | $ | $ 55,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets Recognized at Fair Value (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 270,051 | $ 30,000 |
Total | 270,051 | 30,000 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 270,051 | 30,000 |
Total | $ 270,051 | $ 30,000 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Employee compensation and benefits | $ 1,181 | $ 1,281 |
In-process research and development obligation | 200 | 600 |
Research and development and professional expenses | 2,907 | 907 |
Accrued expenses | $ 4,288 | $ 2,788 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision | $ 0 | $ (382,000) | $ 0 | $ (484,000) |
Consideration received under collaboration agreement | 2,600,000 | |||
Income tax provision within equity | 1,000,000 | |||
Accrual for intraperiod tax allocation | $ 500,000 | $ 500,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - Cambridge, Massachusetts [Member] $ in Millions | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Operating Leased Assets [Line Items] | |
Operating lease arrangement term | 10 years |
Number of lease years before optional extension and early termination can be exercised | 6 years |
Capital lease obligation additional period of term of leases in years | 3 years |
Operating lease security deposit | $ 2.2 |
Commitments and Contingencies29
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Detail) $ in Thousands | Jun. 30, 2016USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2,016 | $ 3,402 |
2,017 | 4,464 |
2,018 | 4,598 |
2,019 | 4,736 |
2,020 | 4,878 |
Thereafter | 9,786 |
Total future minimum lease payments | $ 31,864 |
Collaborations - Additional Inf
Collaborations - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 19 Months Ended | ||||
Apr. 30, 2016USD ($)Unit | Jan. 31, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||
Difference between cash proceeds received and estimated fair value of preferred units | $ 2,600,000 | |||||||
Collaboration revenue | $ 4,206,000 | $ 1,377,000 | $ 5,983,000 | 2,663,000 | ||||
Novartis [Member] | Class A Preferred Units [Member] | ||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||
Proceeds from issuance of preferred stock | $ 9,000,000 | |||||||
Estimated fair value of units | 11,600,000 | |||||||
Difference between cash proceeds received and estimated fair value of preferred units | 2,600,000 | |||||||
Novartis [Member] | Maximum [Member] | ||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||
Development based milestone payments under agreement | 30,300,000 | |||||||
Regulatory based milestone payments for first indication | 50,000,000 | |||||||
Regulatory based milestone payments for second indication | 50,000,000 | |||||||
Sales based milestone payments under agreement | 100,000,000 | |||||||
Novartis [Member] | Collaborative Arrangement [Member] | ||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||
Collaboration revenue | $ 18,400,000 | |||||||
Technology access fees | 20,000,000 | |||||||
Quarterly research payments | $ 1,000,000 | |||||||
Research term | 5 years | |||||||
Collaboration revenue | 1,900,000 | $ 1,400,000 | 3,700,000 | $ 2,700,000 | 9,700,000 | |||
Deferred revenue | 8,700,000 | 8,700,000 | 8,700,000 | $ 10,300,000 | ||||
Novartis [Member] | Collaborative Arrangement [Member] | Upfront Technology Access Payment [Member] | ||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||
Collaboration revenue | $ 10,000,000 | |||||||
Novartis [Member] | Collaborative Arrangement [Member] | Maximum [Member] | ||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||
Total research funding | $ 20,000,000 | |||||||
Regeneron Pharmaceuticals Inc. [Member] | Collaborative Arrangement [Member] | ||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||
Collaboration revenue | $ 75,000,000 | 75,000,000 | ||||||
Collaboration revenue | 2,300,000 | 2,300,000 | ||||||
Deferred revenue | $ 72,700,000 | $ 72,700,000 | $ 72,700,000 | |||||
Purchase of common stock through private placement | $ 50,000,000 | |||||||
Number of accounting based units | Unit | 2 | |||||||
Amount allocated to licenses to targets and associated research activities and evaluation plans | $ 63,800,000 | |||||||
Licenses to targets and associated research activities and evaluation plans performance period | 6 years | |||||||
Amount allocated to technology collaboration | $ 11,200,000 | |||||||
Revenue Recognition, Multiple-deliverable Arrangements, Allocation to Specific Unit of Accounting | The Company allocated the $75.0 million in fixed consideration to the two units of accounting based on the estimated relative selling price of each deliverable. | |||||||
One time collaboration payment | $ 25,000,000 | |||||||
Collaboration term extension period | 2 years | |||||||
Royalty payment obligation expiration period | 12 years | |||||||
Termination period of agreement | 180 days | |||||||
Regeneron Pharmaceuticals Inc. [Member] | Collaborative Arrangement [Member] | Maximum [Member] | ||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||
Development based milestone payments under agreement | $ 25,000,000 | |||||||
Sales based milestone payments under agreement | 185,000,000 | |||||||
Regulatory based milestone payments under agreement | $ 110,000,000 |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Equity-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Equity-based compensation expense | $ 1,833 | $ 151 | $ 2,645 | $ 266 |
Research and Development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Equity-based compensation expense | 1,237 | 76 | 1,691 | 132 |
General and Administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Equity-based compensation expense | $ 596 | $ 75 | $ 954 | $ 134 |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Restricted Stock Activity, Including Converted Founder Stock (Detail) | 6 Months Ended |
Jun. 30, 2016$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of Shares, Unvested, Beginning balance | shares | 2,227,276 |
Number of Shares, Vested | shares | (461,508) |
Number of Shares, Forfeited | shares | (1,191) |
Number of Shares, Unvested, Ending balance | shares | 1,764,577 |
Weighted Average Grant Date Fair Value per Share, Unvested, Beginning balance | $ / shares | $ 0.81 |
Weighted Average Grant Date Fair Value per Share, Vested | $ / shares | 0.85 |
Weighted Average Grant Date Fair Value per Share, Forfeited | $ / shares | 1.34 |
Weighted Average Grant Date Fair Value per Share, Unvested, Ending balance | $ / shares | $ 0.80 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total unrecognized stock-based compensation expense | $ 7.6 | $ 7.6 | |
Weighted average grant date fair value per share | $ 13.57 | $ 6.07 | |
Stock option awards granted | 2,478,325 | 0 | |
Unrecognized compensation cost related to stock options | $ 15.1 | $ 15.1 | |
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average period of unrecognized compensation costs | 2 years 6 months | ||
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average period of unrecognized compensation costs | 3 years 7 months 6 days |
Equity-Based Compensation - S34
Equity-Based Compensation - Summary of Weighted Average Assumptions Used to Compute Fair Value of Option Granted (Detail) | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Risk-free interest rate | 1.30% |
Expected life of options | 6 years |
Expected volatility of underlying stock | 87.90% |
Expected dividend yield | 0.00% |
Equity-Based Compensation - S35
Equity-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Number of Options, Outstanding, Beginning Balance | 456,374 | |
Number of options, Granted | 2,478,325 | 0 |
Number of Options, Outstanding, Ending Balance | 2,934,699 | |
Number of Options, Exercisable | 257 | |
Weighted Average Exercise Price per Share, Outstanding, Beginning Balance | $ 6.04 | |
Weighted Average Exercise Price per Share, Granted | 8.29 | |
Weighted Average Exercise Price per Share, Outstanding, Ending Balance | 7.94 | |
Weighted Average Exercise Price per Share, Exercisable | $ 5.81 | |
Weighted Average Remaining Contractual Term, Outstanding | 9 years 7 months 6 days | |
Weighted Average Remaining Contractual Term, Exercisable | 9 years 2 months 12 days | |
Aggregate Intrinsic Value, Outstanding | $ 46,615 | |
Aggregate Intrinsic Value, Exercisable | $ 4 |
Loss Per Share - Schedule of Ba
Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (6,900) | $ (3,040) | $ (13,589) | $ (4,133) |
Weighted average common units outstanding, basic and diluted | 1,284 | 1,284 | ||
Weighted average shares outstanding, basic and diluted | 19,121 | 9,899 | ||
Net loss per common unit, basic and diluted | $ (2.37) | $ (3.22) | ||
Net loss per share attributable to common stockholders, basic and diluted | $ (0.36) | $ (1.37) |
Loss Per Share - Additional Inf
Loss Per Share - Additional Information (Detail) - shares | May 11, 2016 | May 31, 2016 |
IPO [Member] | ||
Earnings Loss Per Share [Line Items] | ||
Number of common stock issued upon conversion of shares | 6,900,000 | 6,900,000 |
Conversion of convertible preferred stock into common stock | 23,481,956 | 23,481,956 |
Private Placement [Member] | ||
Earnings Loss Per Share [Line Items] | ||
Number of common stock issued upon conversion of shares | 3,055,554 | 3,055,554 |
Loss Per Share - Potential Dilu
Loss Per Share - Potential Dilutive Securities Excluded from Computation of Diluted Net Loss Per Common Share (Detail) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential dilutive securities excluded from computation of diluted net loss per common share | 4,700 | 24,051 | 4,700 | 24,051 |
Preferred Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential dilutive securities excluded from computation of diluted net loss per common share | 20,682 | 20,682 | ||
Unvested Common Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential dilutive securities excluded from computation of diluted net loss per common share | 1,014 | 1,014 | ||
Unvested Incentive Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential dilutive securities excluded from computation of diluted net loss per common share | 2,355 | 2,355 | ||
Unvested Restricted Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential dilutive securities excluded from computation of diluted net loss per common share | 1,765 | 1,765 | ||
Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential dilutive securities excluded from computation of diluted net loss per common share | 2,935 | 2,935 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
May 31, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Aug. 31, 2015 | Jul. 31, 2014 | |
Related Party Transaction [Line Items] | ||||||||
Research and development expense | $ 7,423 | $ 1,966 | $ 12,648 | $ 3,337 | ||||
General and administrative expenses | $ 3,729 | 2,833 | $ 6,975 | 3,943 | ||||
Caribou [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Junior preferred units issued | 8,110,599 | |||||||
Percentage of shares owned | 15.50% | 15.50% | ||||||
Research and development expense | $ 400 | 400 | $ 800 | 800 | ||||
Current obligations related to license and service agreements with related party | 200 | 200 | $ 600 | |||||
General and administrative expenses | $ 300 | $ 700 | $ 400 | $ 1,000 | ||||
Percentage of related party obligation | 30.00% | 30.00% | 30.00% | 30.00% | ||||
Novartis [Member] | Collaborative Arrangement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of shares owned | 15.50% | 15.50% | ||||||
Common stock, shares acquired | 277,777 | |||||||
Collaboration revenue | $ 1,900 | $ 1,400 | $ 3,700 | $ 2,700 | ||||
Accounts receivable | 1,000 | 1,000 | 1,000 | |||||
Deferred revenue | $ 8,700 | $ 8,700 | $ 10,300 | |||||
Novartis [Member] | Class A-1 Preferred Units [Member] | Collaborative Arrangement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Junior preferred units issued | 4,761,905 | 4,761,905 | ||||||
Novartis [Member] | Class A-2 Preferred Units [Member] | Collaborative Arrangement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Junior preferred units issued | 2,666,666 | 2,666,666 | ||||||
Novartis [Member] | Series B Preferred Stock [Member] | Collaborative Arrangement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Preferred stock, shares acquired | 761,905 |