Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Dec. 31, 2017 | Feb. 09, 2018 | |
Document and Entity Information | ||
Entity Registrant Name | Myovant Sciences Ltd. | |
Entity Central Index Key | 1,679,082 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 60,989,395 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Mar. 31, 2017 |
Current assets: | ||
Cash | $ 128,873 | $ 180,838 |
Prepaid expenses and other current assets | 5,279 | 3,221 |
Income tax receivable | 607 | 105 |
Total current assets | 134,759 | 184,164 |
Deferred tax assets | 0 | 208 |
Furniture and equipment, net | 1,120 | 906 |
Other assets | 2,098 | 0 |
Total assets | 137,977 | 185,278 |
Current liabilities: | ||
Accounts payable | 2,091 | 3,329 |
Accrued expenses | 20,953 | 11,978 |
Due to Roivant Sciences Ltd. and Roivant Sciences, Inc. | 3,683 | 3,030 |
Total current liabilities | 26,727 | 18,337 |
Takeda warrant liability | 0 | 52 |
Deferred rent | 372 | 113 |
Deferred interest payable | 105 | 0 |
Long-term debt | 28,575 | 0 |
Total liabilities | 55,779 | 18,502 |
Commitments and contingencies (Note 8) | ||
Shareholders’ equity: | ||
Common shares, par value $0.000017727 per share, 564,111,242 shares authorized, 60,989,395 and 60,275,757 issued and outstanding at December 31, 2017 and March 31, 2017, respectively | 1 | 1 |
Common shares subscribed | (1) | (1) |
Additional paid-in capital | 262,510 | 251,733 |
Accumulated other comprehensive (loss) income | (91) | 140 |
Accumulated deficit | (180,221) | (85,097) |
Total shareholders’ equity | 82,198 | 166,776 |
Total liabilities and shareholders’ equity | $ 137,977 | $ 185,278 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Mar. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common shares par value (in USD per share) | $ 0.000017727 | $ 0.000017727 |
Common shares authorized (in shares) | 564,111,242 | 564,111,242 |
Common shares issued (in shares) | 60,989,395 | 60,275,757 |
Common shares outstanding (in shares) | 60,989,395 | 60,275,757 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating expenses: | ||||
Research and development (includes $1,041 and $1,060 of share-based compensation expense for the three months ended December 31, 2017 and 2016 and $2,580 and $2,849 for the nine months ended December 31, 2017 and 2016, respectively) | $ 34,875 | $ 6,158 | $ 76,753 | $ 24,484 |
General and administrative (includes $2,252 and $950 of share-based compensation expense for the three months ended December 31, 2017 and 2016 and $5,663 and $3,932 for the nine months ended December 31, 2017 and 2016, respectively) | 6,640 | 2,898 | 16,963 | 8,427 |
Total operating expenses | 41,515 | 9,056 | 93,716 | 32,911 |
Other expenses: | ||||
Changes in the fair value of the Takeda warrant liability | 0 | (1,002) | 0 | 28,815 |
Interest expense | 904 | 0 | 904 | 0 |
Other income | (429) | 0 | (225) | 0 |
Loss before provision for income taxes | (41,990) | (8,054) | (94,395) | (61,726) |
Income tax (benefit) expense | (213) | 29 | 607 | 40 |
Net loss | $ (41,777) | $ (8,083) | $ (95,002) | $ (61,766) |
Net loss per common share — basic and diluted (in USD per share) | $ (0.70) | $ (0.15) | $ (1.60) | $ (1.34) |
Weighted average common shares outstanding — basic and diluted (in shares) | 59,629,486 | 54,447,203 | 59,446,140 | 45,929,021 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Research and development | ||||
Share-based compensation | $ 1,041 | $ 1,060 | $ 2,580 | $ 2,849 |
General and administrative | ||||
Share-based compensation | $ 2,252 | $ 950 | $ 5,663 | $ 3,932 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (41,777) | $ (8,083) | $ (95,002) | $ (61,766) |
Other comprehensive loss: | ||||
Foreign currency translation adjustment | (379) | 0 | (231) | 0 |
Total other comprehensive loss | (379) | 0 | (231) | 0 |
Comprehensive loss | $ (42,156) | $ (8,083) | $ (95,233) | $ (61,766) |
Condensed Consolidated Stateme7
Condensed Consolidated Statement of Shareholders' Equity - USD ($) $ in Thousands | Total | Common Shares | Common Shares Subscribed | Additional Paid in Capital | Accumulated Other Comprehensive (Loss) Income | Accumulated Deficit |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Adjustment to adopt ASU 2016-09 | $ 0 | $ 122 | $ (122) | |||
Beginning balance (in shares) at Mar. 31, 2017 | 60,275,757 | 60,275,757 | ||||
Beginning balance at Mar. 31, 2017 | $ 166,776 | $ 1 | $ (1) | 251,733 | $ 140 | (85,097) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shares issued to settle the warrant liability to Takeda (in shares) | 4,432 | |||||
Shares issued to settle the Takeda warrant liability | 58 | $ 0 | 58 | |||
Share-based compensation expense (in shares) | 564,111 | |||||
Share-based compensation expense | 7,519 | $ 0 | 7,519 | |||
Capital contribution — share-based compensation | 724 | 724 | ||||
Unrealized loss foreign currency translation adjustment | (231) | (231) | ||||
Stock option exercises (in shares) | 6,734 | |||||
Stock option exercises | 16 | 16 | ||||
Shares issued to NovaQuest, net of underwriting discounts and commissions and offering expenses of $0.1 million (in shares) | 138,361 | |||||
Shares issued to NovaQuest, net of underwriting discounts and commissions and offering expenses of $0.1 million | 1,857 | $ 0 | 1,857 | |||
Warrants issued to Hercules with long-term debt | 481 | 481 | ||||
Net loss | $ (95,002) | (95,002) | ||||
Ending balance (in shares) at Dec. 31, 2017 | 60,989,395 | 60,989,395 | ||||
Ending balance at Dec. 31, 2017 | $ 82,198 | $ 1 | $ (1) | $ 262,510 | $ (91) | $ (180,221) |
Condensed Consolidated Stateme8
Condensed Consolidated Statement of Shareholder's Equity (Parenthetical) $ in Millions | 9 Months Ended |
Dec. 31, 2017USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Underwriting discounts, commission and offering expenses | $ 0.1 |
Condensed Consolidated Stateme9
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (95,002) | $ (61,766) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation expense | 8,243 | 6,781 |
Depreciation | 167 | 9 |
Amortization of debt discount and issuance costs | 390 | 0 |
Acquisition of in-process research and development | 0 | 13,117 |
Changes in the fair value of the Takeda warrant liability | 0 | 28,815 |
Foreign currency translation adjustment | (231) | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (2,058) | (1,153) |
Deferred tax assets | 208 | 0 |
Income tax receivable | (502) | (15) |
Other assets | (2,098) | (100) |
Accounts payable | (1,238) | 549 |
Accrued expenses | 8,838 | 2,912 |
Due to Roivant Sciences Ltd. and Roivant Sciences, Inc. | 653 | 3,301 |
Deferred rent | 259 | 0 |
Deferred interest payable | 105 | 0 |
Net cash used in operating activities | (82,266) | (7,550) |
Cash flows from investing activities: | ||
Purchases of furniture and equipment | (375) | (369) |
Net cash used in investing activities | (375) | (369) |
Cash flows from financing activities: | ||
Cash proceeds from issuance of common shares in initial public offering, net of underwriting discount | 0 | 202,275 |
Initial public offering costs paid | 0 | (2,091) |
Cash proceeds from debt financings, net of financing costs | 28,803 | 0 |
Cash proceeds from issuance of common shares to NovaQuest, net of issuance costs | 1,857 | 0 |
Cash capital contribution from Roivant Sciences Ltd. | 0 | 1,036 |
Stock option exercises | 16 | 0 |
Due to Roivant Sciences Ltd. and Roivant Sciences, Inc. for amounts paid on behalf of the Company | 0 | (979) |
Net cash provided by financing activities | 30,676 | 200,241 |
Net change in cash | (51,965) | 192,322 |
Cash—beginning of period | 180,838 | 0 |
Cash—end of period | 128,873 | 192,322 |
Non-cash investing and financing activities: | ||
Deferred initial public offering costs, unpaid | 0 | 220 |
Acquisition of in-process research and development | 0 | 13,117 |
Deferred financing costs, unpaid | 137 | 0 |
Warrant issued to Hercules | $ 481 | $ 0 |
Description of Business
Description of Business | 9 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Myovant Sciences Ltd. (or together with its wholly owned subsidiaries, the Company) is a clinical-stage biopharmaceutical company focused on developing and commercializing innovative therapies for women’s health and endocrine diseases. The Company is developing its lead product candidate, relugolix, for the treatment of heavy menstrual bleeding associated with uterine fibroids, endometriosis-associated pain and advanced prostate cancer, and its second product candidate, MVT-602, for the treatment of female infertility as part of assisted reproduction. The Company is an exempted limited company incorporated under the laws of Bermuda in February 2016 under the name Roivant Endocrinology Ltd. The Company changed its name to Myovant Sciences Ltd. in May 2016. The Company has four wholly owned subsidiaries. Roivant Endocrinology Inc. was incorporated in Delaware in April 2016 and subsequently changed its name to Myovant Sciences, Inc., or MSI. Myovant Holdings Limited, or MHL, a private limited company incorporated under the laws of England and Wales, and Myovant Sciences GmbH, or MSG, a company with limited liability formed under the laws of Switzerland, were each organized in August 2016. Myovant Sciences Ireland Limited, or MSIL, a company with limited liability formed under the laws of Ireland, was organized in April 2017. MSG holds the Company's intellectual property rights and is the Company’s principal operating subsidiary. Since its inception, the Company has devoted substantially all its efforts to organizing the Company, acquiring its product candidates, and preparing for and advancing the clinical development of its product candidates. The Company has two product candidates under development, relugolix and MVT-602, both of which were licensed from Takeda Pharmaceuticals International AG, or Takeda, on April 29, 2016. The Company has determined that it has one operating and reporting segment as it allocates resources and assesses financial performance on a consolidated basis. The Company has incurred and expects to continue to incur significant and increasing operating losses and negative cash flows at least for the next several years. The Company does not expect to generate revenue unless and until it successfully completes development and obtains regulatory approval for one of its product candidates. The Company believes it currently has sufficient cash and financing commitments available to it to meet its financial needs for at least the next 12 months. The Company may need to obtain further funding through other public or private offerings of its capital shares, debt financing, collaboration and licensing arrangements or other sources. Adequate additional funding may not be available to the Company on acceptable terms, or at all. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies (A) Basis of Presentation: The Company's fiscal year ends on March 31, and its fiscal quarters end on June 30, September 30 and December 31. The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles, or U.S. GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. These interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2017, filed with the Securities and Exchange Commission, or SEC, on June 14, 2017. The unaudited consolidated balance sheet at March 31, 2017 has been derived from the audited consolidated financial statements at that date. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary to present fairly the financial position of the Company and its results of operations and cash flows for the interim periods presented have been included. Operating results for the three and nine months ended December 31, 2017 are not necessarily indicative of the results that may be expected for the year ending March 31, 2018 , for any other interim period or for any other future year. Certain prior year amounts have been reclassified to conform with the current period presentation. These reclassifications had no effect on the previously reported results of operations. Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification, or ASC, and Accounting Standards Update, or ASU, issued by the Financial Accounting Standards Board, or FASB. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The Company has no unconsolidated subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. There have been no significant changes in the Company’s accounting policies from those disclosed in its Annual Report on Form 10-K for the fiscal year ended March 31, 2017, filed with the SEC on June 14, 2017. (B) Use of Estimates: The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions in certain circumstances that affect the amounts reported and disclosed in the unaudited condensed consolidated financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to assets, liabilities, costs, and expenses, including compensation and other expenses allocated to the Company under its services agreements with Roivant Sciences, Inc., or RSI, and Roivant Sciences GmbH, or RSG, each a wholly owned subsidiary of the Company’s parent company, Roivant Sciences Ltd., or RSL, as well as share-based compensation, research and development, or R&D, costs, and income taxes. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period, that are not readily apparent from other sources. Actual results could differ from those estimates. (C) Debt Issuance Costs and Debt Discount: Debt issuance costs include the costs of debt financings undertaken by the Company, including legal fees, accounting fees, and other direct costs of the financing. Debt issuance costs related to a recognized debt liability are presented in the unaudited condensed consolidated balance sheet as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts, and are amortized to interest expense over the term of the related debt using the effective interest method. Further, debt discounts created as a result of the allocation of proceeds received from a debt issuance to warrants issued in conjunction with the debt issuance are amortized to interest expense under the effective interest method over the life of the recognized debt liability. (D) Net Loss per Common Share: Basic net loss per common share is computed by dividing net loss applicable to common shareholders by the weighted-average number of common shares outstanding during the period, reduced, where applicable, for outstanding yet unvested shares of restricted common stock. Diluted net loss per common share is computed by dividing the net loss applicable to common shareholders by the diluted weighted-average number of common shares outstanding during the period calculated in accordance with the treasury stock method. For the three and nine months ended December 31, 2017 , 1.3 million restricted share awards and restricted stock units were not included in the calculation of diluted weighted-average common shares outstanding because they were anti-dilutive given the net loss of the Company. Additionally, for the three and nine months ended December 31, 2017 , 3.3 million and 3.1 million , respectively, of options to purchase common shares were not included in the calculation because they were anti-dilutive. For the three and nine months ended December 31, 2016 , 1.1 million restricted share awards and 1.3 million options to purchase common shares were not included in the calculation of diluted weighted-average common shares outstanding because they were anti-dilutive given the net loss of the Company. (E) Financial Instruments: The Company utilizes fair value measurement guidance prescribed by accounting standards to value its financial instruments. The guidance establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. Fair value is defined as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date. As a basis for considering market participant assumptions in fair value measurements, the guidance establishes a three-tier fair value hierarchy that distinguishes among the following: • Level 1-Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. • Level 2-Valuations are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly. • Level 3-Valuations are based on inputs that are unobservable (supported by little or no market activity) and significant to the overall fair value measurement. To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company’s financial instruments include cash, accounts payable and long-term debt. Cash and accounts payable are stated at their respective historical carrying amounts, which approximate fair value due to their short-term nature. The carrying value of the Company's long-term debt approximates fair value based on current interest rates for similar types of borrowings and is included in Level 2 of the fair value hierarchy. See Note 4 for information about the determination of the carrying value of the Company's long-term debt at December 31, 2017 . (F) Recently Issued Accounting Pronouncements: In February 2016, the FASB issued ASU No. 2016-02, “ Leases (Topic 842),” or ASU No. 2016-02, which is a comprehensive new lease standard that amends various aspects of existing accounting guidance for leases. The core principle of ASU No. 2016-02 will require lessees to present the assets and liabilities that arise from leases on their balance sheets. ASU No. 2016-02 is effective for annual periods beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the new standard and its impact on the Company’s consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU No. 2016-09, ‘‘ Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, ’’ or ASU No. 2016-09. ASU No. 2016-09 makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation, and the financial statement presentation of excess tax benefits or deficiencies. ASU No. 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The Company has adopted this guidance as of April 1, 2017 using a modified retrospective transition method. As a result of the adoption of this standard, the Company elected to change its accounting policy from estimating forfeitures to recognizing forfeitures when they occur and, as a result, recorded an adjustment of $0.1 million to increase accumulated deficit with a corresponding offset to additional paid-in-capital as of April 1, 2017. The other requirements of ASU No. 2016-09 did not have a material impact on the Company’s unaudited condensed consolidated financial statements and related disclosures. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses As of December 31, 2017 , and March 31, 2017 , accrued expenses consisted of the following (in thousands): December 31, 2017 March 31, 2017 Accrued research and development expenses $ 18,287 $ 9,737 Accrued compensation-related expenses 1,838 797 Accrued legal expenses 133 481 Accrued other expenses 695 963 Total accrued expenses $ 20,953 $ 11,978 |
Long-term Debt
Long-term Debt | 9 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt (A) NovaQuest Long-term Debt In October 2017, the Company, its subsidiaries, MSI, MHL, MSG and MSIL, as guarantors, and NovaQuest Capital Management, or NovaQuest, entered into (i) a Securities Purchase Agreement, or the NovaQuest Securities Purchase Agreement, and (ii) an Equity Purchase Agreement, or the NovaQuest Equity Purchase Agreement. Pursuant to the NovaQuest Securities Purchase Agreement, the Company has the option, at its discretion, to issue up to $60.0 million aggregate principal amount of notes to NovaQuest and concurrent with each purchase of notes, NovaQuest is obligated to purchase up to $20.0 million of the Company’s common shares on a pro rata basis, subject to certain terms and conditions, through December 31, 2018 . The equity purchase price for each such purchase will be equal to 105% of the average of the volume-weighted average price for the five consecutive trading days immediately prior to the relevant purchase date. The Company has committed that it will issue at least $30.0 million aggregate principal amount of notes through December 31, 2018 , subject to certain terms and conditions, of which $6.0 million aggregate principal amount was issued in October 2017. With this issuance of $6.0 million aggregate principal amount of notes in October 2017, NovaQuest also purchased 138,361 common shares for $2.0 million in accordance with the terms of the NovaQuest Securities Purchase Agreement. The notes bear interest at a rate of 15% per annum, of which 5% is payable quarterly, and 10% is payable on a deferred basis on the earlier of the Amortization Date (as defined below) and the repayment in full of the notes. The notes mature on October 16, 2023 . The Company will be required to amortize the principal amount of the notes in equal quarterly installments commencing on November 1, 2020 , subject to extension at the option of the Company to November 1, 2021 , or the Amortization Date, provided certain terms and conditions are met as set forth in the NovaQuest Securities Purchase Agreement. Early redemption of the notes is subject to a redemption charge. The Company’s obligations under the NovaQuest Securities Purchase Agreement are secured by a second-lien security interest in substantially all of the Company’s and its subsidiaries’ respective assets, other than intellectual property. The NovaQuest Securities Purchase Agreement includes customary affirmative and restrictive covenants and representations and warranties, including a minimum cash covenant that applies commencing on the Amortization Date, and also includes customary events of default. Upon the occurrence of an event of default, a default interest rate of an additional 5% may be applied to the outstanding note balance and NovaQuest may declare all outstanding obligations immediately due and payable and take such other actions as set forth in the NovaQuest Securities Purchase Agreement. Pursuant to the NovaQuest Equity Purchase Agreement, NovaQuest has committed to purchase up to an additional $20.0 million of the Company’s common shares from time to time at the Company’s discretion through December 31, 2018 , with an option to extend the commitment through December 31, 2019 , subject to certain terms and conditions as set forth in the NovaQuest Equity Purchase Agreement. The Company has committed that it will exercise its option to sell and issue a minimum of $10.0 million of its common shares under the NovaQuest Equity Purchase Agreement through December 31, 2018 , subject to certain terms and conditions. The purchase price for the common shares issued pursuant to the NovaQuest Equity Purchase Agreement will be equal to 105% of the average of the volume-weighted average price for the five consecutive trading days immediately prior to the relevant purchase date. The Company incurred financing expenses related to the NovaQuest Securities Purchase Agreement of $1.0 million which are recorded as an offset to long-term debt on the Company's condensed consolidated balance sheets. These deferred financing costs are being amortized over the term of the debt using the effective interest method, and are included in interest expense in the Company’s condensed consolidated statements of operations. During the three months ended December 31, 2017 , interest expense included $0.1 million of amortized deferred financing costs related to the NovaQuest notes. Outstanding debt obligations are as follows (in thousands): December 31, 2017 Principal amount $ 6,000 Less: unamortized debt issuance costs (950 ) Loan payables less unamortized debt issuance costs 5,050 Less: current maturities — Long-term loan payable, net of current maturities and unamortized debt issuance costs $ 5,050 (B) Hercules Long-term Debt In October 2017, the Company, its subsidiaries, MSI, MHL, MSG and MSIL as guarantors, and Hercules Capital, Inc., or Hercules, entered into a Loan Agreement, or the Hercules Loan Agreement, which provides up to $40.0 million principal amount of term loans, or the Term Loans. A first tranche of $25.0 million principal amount was funded upon execution of the Hercules Loan Agreement in October 2017 and the remaining $15.0 million principal amount is available at the Company’s discretion through March 31, 2018. The Term Loans bear interest at a variable per annum rate at the greater of (i) the prime rate plus 4.00% and (ii) 8.25% . The current interest rate on the Term Loans was 8.50% at December 31, 2017 . The Term Loans mature on May 1, 2021 , subject to extension to November 1, 2021 if certain milestones are met. The Company is obligated to make monthly payments of accrued interest until June 1, 2019 , or the Interest-only Period, followed by monthly installments of principal and interest through the maturity date. The Interest-only Period may be extended until June 1, 2020 if certain milestones are met as defined in the Hercules Loan Agreement. Prepayment of the Term Loans is subject to a prepayment charge. The Company is also obligated to pay an end of term charge of 6.55% of the principal amount at maturity. The Company’s obligations under the Hercules Loan Agreement are secured by a security interest in substantially all of the Company’s and its subsidiaries’ respective assets, other than intellectual property. The Hercules Loan Agreement includes customary affirmative and restrictive covenants and representations and warranties, including a minimum cash covenant that ceases to apply if the Company achieves certain clinical development and financing milestones as set forth in the Hercules Loan Agreement. The Hercules Loan Agreement also includes customary events of default. Upon the occurrence of an event of default, a default interest rate of an additional 5.00% may be applied to the outstanding principal balance, and Hercules may declare all outstanding obligations immediately due and payable and take such other actions as set forth in the Hercules Loan Agreement. Concurrent with each funding of the Term Loans, the Company is required to issue to Hercules a warrant, or the Warrants, to purchase a number of its common shares equal to 3.00% of the principal amount of the relevant Term Loan funded divided by the exercise price, which will be based on the lowest three-day volume-weighted average price for the three consecutive trading days prior to the funding date for such Term Loan. The Warrants may be exercised on a cashless basis, and are immediately exercisable through the seventh anniversary of the applicable funding date. In connection with the first tranche funded under the Hercules Loan Agreement, the Company issued a Warrant to Hercules exercisable for an aggregate of 49,800 of its common shares at an exercise price of $15.06 per share. The Company accounted for the Warrant as an equity instrument since it was indexed to the Company’s common shares and met the criteria for classification in shareholders’ equity. The relative fair value of the Warrant on the date of issuance was approximately $0.5 million and was treated as a discount to the Term Loans. This amount will be amortized to interest expense using the effective interest method over the life of the Term Loans. The Company estimated the fair value of the Warrant using the Black-Scholes model based on the following key assumptions: Exercise price $15.06 Common share price on date of issuance $14.39 Volatility 73.2% Risk-free interest rate 2.15% Expected dividend yield —% Contractual term (in years) 7.00 years The Company issued the first tranche of the Term Loans at a discount of $ 2.1 million and incurred financing expenses of $1.3 million relating to the Hercules Loan Agreement which are recorded as an offset to long-term debt on the Company's condensed consolidated balance sheets. The debt discount and deferred financing costs are being amortized over the term of the debt using the effective interest method, and are included in interest expense in the Company’s unaudited condensed consolidated statements of operations. During the three months ended December 31, 2017, interest expense included $0.3 million of amortized debt discount and issuance costs related to the Term Loans. Outstanding debt obligations are as follows (in thousands): December 31, 2017 Principal amount $ 25,000 End of term charge 1,638 Less: unamortized debt discount and issuance costs (3,113 ) Loan payables less unamortized debt discount and issuance costs 23,525 Less: current maturities — Long-term loan payable, net of current maturities and unamortized debt discount and issuance costs $ 23,525 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions In July 2016, the Company entered into a formal services agreement with RSI, effective April 29, 2016, under which RSI agreed to provide certain administrative and R&D services to the Company. Under this services agreement, the Company pays or reimburses RSI for expenses it, or third parties acting on its behalf, incurs for the Company. For any general and administrative, or G&A, and R&D activities performed by RSI employees, RSI charges the Company the employee compensation expense plus a pre-determined mark-up. Employee compensation expense, inclusive of base salary and fringe benefits, is determined based upon the relative percentage of time utilized on Company matters by the respective employee. All other third-party costs are billed to the Company at cost. The accompanying interim unaudited condensed consolidated financial statements include third-party expenses incurred on behalf of the Company that have been incurred by RSI and RSL. In February 2017, the Company and MSI amended and restated the services agreement, effective as of November 11, 2016, to include MSG as a services recipient. In addition, in February 2017, MSG entered into a separate services agreement with RSG, effective as of November 11, 2016, for the provisioning of services by RSG to MSG in relation to services related to clinical development, administrative and finance and accounting activities. The Company refers to the amended and restated services agreement with RSI and the services agreement with RSG, collectively, as the Services Agreements. Under the Services Agreements, for the three months ended December 31, 2017 and 2016 , the Company incurred expenses of $2.9 million and $2.7 million , respectively, inclusive of the pre-determined mark-up. For the nine months ended December 31, 2017 and 2016 , the Company incurred expenses of $5.0 million and $6.8 million , respectively, inclusive of the pre-determined mark-up. These amounts are included in R&D and G&A based upon the service performed under the Services Agreements. |
Income Taxes
Income Taxes | 9 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company is not subject to taxation under the laws of Bermuda since it was organized as a Bermuda Exempted Limited Company, for which there is no current tax regime. The Company’s provision for income taxes is primarily based on income taxes in the United States for federal, state and local taxes. The Company’s effective income tax rate for the three months ended December 31, 2017 and 2016 was 0.51% and (0.36)% , respectively. The Company’s effective income tax rate for the nine months ended December 31, 2017 and 2016 was (0.64)% and (0.06)% , respectively. The Company's effective income tax rate for all periods presented differs from the Bermuda federal statutory rate of 0% primarily due to the U.S. permanent unfavorable tax differences, and a valuation allowance that effectively eliminates the Company's net deferred tax assets in the United States. On December 22, 2017, the President of the United States signed into law an Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the budget for fiscal year 2018 (commonly known as “the Tax Cuts and Jobs Act”), which introduced a comprehensive set of tax reforms. The Tax Cuts and Jobs Act significantly revises U.S. tax law by, among other provisions, lowering the U.S. federal statutory income tax rate from 35% to 21% and eliminating or reducing certain income tax deductions. The effects of changes in tax laws are required to be recognized in the period in which the legislation is enacted. However, due to the complexity and significance of the Tax Cuts and Jobs Act’s provisions, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which allows companies to record the tax effects of the Tax Cuts and Jobs Act on a provisional basis based on a reasonable estimate, and then, if necessary, subsequently adjust such amounts during a limited measurement period as more information becomes available. The measurement period ends when a company has obtained, prepared, and analyzed the information necessary to finalize its accounting, but cannot extend beyond one year from enactment. The Tax Cuts and Jobs Act did not have a material impact on the Company’s financial statements since its deferred temporary tax differences are fully offset by a valuation allowance and the Company does not have any off shore earnings from which to record the mandatory transition tax. However, given the significant complexity of the Tax Cuts and Jobs Act, anticipated guidance from the U.S. Treasury about implementing the Tax Cuts and Jobs Act, and the potential for additional guidance from the SEC or the FASB related to the Tax Cuts and Jobs Act, these estimates may be adjusted during the measurement period. The provisional amounts were based on the Company’s present interpretations of the Tax Cuts and Jobs Act and currently available information, including assumptions and expectations about future events, such as its projected financial performance, and are subject to further refinement as additional information becomes available (including the Company’s actual results of operations for the year ending March 31, 2018 , as well as potential new or interpretative guidance issued by the FASB or the Internal Revenue Service and other tax agencies) and further analyses are completed. The Company continues to analyze the changes in certain income tax deductions, and gather additional data to compute the full impacts on the Company’s deferred and current tax assets and liabilities. The Company assesses the realizability of its deferred tax assets at each balance sheet date based on available positive and negative evidence to determine the amount which is more likely than not to be realized and records a valuation allowance as necessary. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Share-Based Compensation In June 2016, the Company adopted its 2016 Equity Incentive Plan, or as amended, the 2016 Plan, under which 4.5 million common shares were originally reserved for grant. On April 1, 2017, the number of common shares authorized for issuance increased automatically to 6.9 million in accordance with the 2016 Plan. At December 31, 2017 , a total of 1.8 million common shares were available for future grant under the 2016 Plan. At December 31, 2017 , there were 3.4 million options outstanding with a weighted average exercise price of $9.47 and 1.7 million restricted share awards and restricted stock units had been granted. (A) Stock Options, Restricted Share Awards and Restricted Stock Units Granted to Employees and Directors: During the nine months ended December 31, 2017 and 2016 , the Company granted options to purchase a total of 2.2 million and 1.3 million common shares, respectively, to its employees and directors under the 2016 Plan. The Company recorded share-based compensation expense related to stock options issued to Company employees and directors of $2.1 million and $0.9 million , respectively, for the three months ended December 31, 2017 and 2016 and $4.9 million and $1.2 million , respectively, for the nine months ended December 31, 2017 and 2016 . At December 31, 2017 , total unrecognized compensation expense related to unvested options issued to employees and directors was $24.5 million , which is expected to be recognized over the remaining weighted-average service period of 3.08 years . During the nine months ended December 31, 2017 and 2016 , the Company granted a restricted share award for 0.6 million and 1.1 million common shares, respectively, to the Company’s Principal Executive Officer under the 2016 Plan. The restricted share award granted during the nine months ended December 31, 2017 is a market-based award for which the grant date fair value was estimated using a Monte Carlo valuation model. The Company records expense ratably over the applicable vesting period regardless of whether the market condition is satisfied because the awards are subject to market conditions. During the nine months ended December 31, 2017 , 15,000 restricted stock units were granted to employees. No restricted stock units were granted during the nine months ended December 31, 2016 . The Company recorded total share-based compensation expense related to the restricted share awards and restricted stock units of $0.9 million and $0.4 million , respectively, for the three months ended December 31, 2017 and 2016 and $2.4 million and $0.8 million , respectively, for the nine months ended December 31, 2017 and 2016 . At December 31, 2017 , total unrecognized compensation expense related to unvested restricted share awards and restricted stock units was $10.3 million , which is expected to be recognized over the remaining weighted-average service period of 3.87 years. Share-based compensation expense is included in R&D and G&A expenses in the accompanying interim unaudited condensed consolidated statements of operations consistent with the grantee’s salary. (B) Share-Based Compensation for Related Parties: (1) Stock Options Granted to Non-Employees: The Company recorded share-based compensation expense related to stock options granted to consultants of $7,293 and $0.1 million , respectively, for the three months ended December 31, 2017 and 2016 and $0.2 million and $0.2 million , respectively, for the nine months ended December 31, 2017 and 2016 . At December 31, 2017 , total unrecognized compensation expense related to stock options granted to consultants was $0.1 million , which is expected to be recognized over 2.63 years. This share-based compensation expense is included in R&D and G&A expenses in the accompanying interim unaudited condensed consolidated statements of operations. During the nine months ended December 31, 2017 , no options were granted to consultants under the 2016 Plan. During the nine months ended December 31, 2016 , 0.1 million options were granted to consultants under the 2016 Plan. (2) Share-Based Compensation Allocated to the Company by RSL: Share-based compensation expense is allocated to the Company by RSL based upon the relative percentage of time utilized by RSL and RSI employees on Company matters. In relation to the RSL common share awards and options issued by RSL to RSL and RSI employees, the Company recorded share-based compensation expense of $0.2 million and $0.6 million , respectively, for the three months ended December 31, 2017 and 2016 and $0.7 million and $4.6 million , respectively, for the nine months ended December 31, 2017 and 2016 . The RSL common share awards are valued at fair value on the date of grant and that fair value is recognized over the requisite service period. As RSL is a non-public entity, the RSL common share awards are classified as a level 3 financial instrument within the fair value hierarchy due to their unobservable nature. Significant judgment and estimates were used to estimate the fair value of these awards, as they are not publicly traded. RSL common share awards are subject to specified vesting schedules and requirements (a mix of time-based, performance-based and corporate event-based, including targets for RSL’s post-IPO market capitalization and future financing events). RSL estimated the fair value of each RSL option on the date of grant using the Black-Scholes closed-form option-pricing model. Share-based compensation expense has been and will continue to be allocated to the Company over the requisite service period over which these RSL common share awards and RSL options are expected to vest based upon the relative percentage of time utilized by RSL and RSI employees on Company matters. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company has entered into commitments under its license agreement with Takeda, services agreements with RSI and RSG (See Note 5), and financing agreements with NovaQuest and Hercules (See Note 4). In addition, the Company has entered into services agreements with third parties for pharmaceutical R&D and manufacturing activities and has a lease agreement for office space located in Brisbane, California. The manufacturing agreements can be terminated by the Company with 30 days written notice. Expenditures to contract research organizations, or CROs, and contract manufacturing organizations, or CMOs, represent significant costs in the Company’s clinical development of its product candidates. Subject to required notice periods and the Company's obligations under binding purchase orders, the Company can elect to discontinue the work under these agreements at any time. The Company expects to enter into additional commitments as the business further develops. The Company may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company accrues for loss contingencies when available information indicates that it is probable that a liability has been incurred and the amount of such liability can be reasonably estimated. In the cases where the Company believes that a reasonably possible loss exists, the Company discloses the facts and circumstances of the loss contingency, including an estimable range, if possible. During the nine months ended December 31, 2017, there were no other material changes outside the ordinary course of business to the specified contractual obligations set forth in the contractual obligations table included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2017. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting | Basis of Presentation: The Company's fiscal year ends on March 31, and its fiscal quarters end on June 30, September 30 and December 31. The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles, or U.S. GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. These interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2017, filed with the Securities and Exchange Commission, or SEC, on June 14, 2017. The unaudited consolidated balance sheet at March 31, 2017 has been derived from the audited consolidated financial statements at that date. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary to present fairly the financial position of the Company and its results of operations and cash flows for the interim periods presented have been included. Operating results for the three and nine months ended December 31, 2017 are not necessarily indicative of the results that may be expected for the year ending March 31, 2018 , for any other interim period or for any other future year. Certain prior year amounts have been reclassified to conform with the current period presentation. These reclassifications had no effect on the previously reported results of operations. Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification, or ASC, and Accounting Standards Update, or ASU, issued by the Financial Accounting Standards Board, or FASB. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The Company has no unconsolidated subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. There have been no significant changes in the Company’s accounting policies from those disclosed in its Annual Report on Form 10-K for the fiscal year ended March 31, 2017, filed with the SEC on June 14, 2017. |
Use of Estimates | Use of Estimates: The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions in certain circumstances that affect the amounts reported and disclosed in the unaudited condensed consolidated financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to assets, liabilities, costs, and expenses, including compensation and other expenses allocated to the Company under its services agreements with Roivant Sciences, Inc., or RSI, and Roivant Sciences GmbH, or RSG, each a wholly owned subsidiary of the Company’s parent company, Roivant Sciences Ltd., or RSL, as well as share-based compensation, research and development, or R&D, costs, and income taxes. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period, that are not readily apparent from other sources. Actual results could differ from those estimates. |
Debt Issuance Costs and Debt Discount | Debt Issuance Costs and Debt Discount: Debt issuance costs include the costs of debt financings undertaken by the Company, including legal fees, accounting fees, and other direct costs of the financing. Debt issuance costs related to a recognized debt liability are presented in the unaudited condensed consolidated balance sheet as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts, and are amortized to interest expense over the term of the related debt using the effective interest method. Further, debt discounts created as a result of the allocation of proceeds received from a debt issuance to warrants issued in conjunction with the debt issuance are amortized to interest expense under the effective interest method over the life of the recognized debt liability. |
Net Loss Per Common Share | Net Loss per Common Share: Basic net loss per common share is computed by dividing net loss applicable to common shareholders by the weighted-average number of common shares outstanding during the period, reduced, where applicable, for outstanding yet unvested shares of restricted common stock. Diluted net loss per common share is computed by dividing the net loss applicable to common shareholders by the diluted weighted-average number of common shares outstanding during the period calculated in accordance with the treasury stock method. |
Financial Instruments | Financial Instruments: The Company utilizes fair value measurement guidance prescribed by accounting standards to value its financial instruments. The guidance establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. Fair value is defined as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date. As a basis for considering market participant assumptions in fair value measurements, the guidance establishes a three-tier fair value hierarchy that distinguishes among the following: • Level 1-Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. • Level 2-Valuations are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly. • Level 3-Valuations are based on inputs that are unobservable (supported by little or no market activity) and significant to the overall fair value measurement. To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company’s financial instruments include cash, accounts payable and long-term debt. Cash and accounts payable are stated at their respective historical carrying amounts, which approximate fair value due to their short-term nature. The carrying value of the Company's long-term debt approximates fair value based on current interest rates for similar types of borrowings and is included in Level 2 of the fair value hierarchy. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements: In February 2016, the FASB issued ASU No. 2016-02, “ Leases (Topic 842),” or ASU No. 2016-02, which is a comprehensive new lease standard that amends various aspects of existing accounting guidance for leases. The core principle of ASU No. 2016-02 will require lessees to present the assets and liabilities that arise from leases on their balance sheets. ASU No. 2016-02 is effective for annual periods beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the new standard and its impact on the Company’s consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU No. 2016-09, ‘‘ Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, ’’ or ASU No. 2016-09. ASU No. 2016-09 makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation, and the financial statement presentation of excess tax benefits or deficiencies. ASU No. 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The Company has adopted this guidance as of April 1, 2017 using a modified retrospective transition method. As a result of the adoption of this standard, the Company elected to change its accounting policy from estimating forfeitures to recognizing forfeitures when they occur and, as a result, recorded an adjustment of $0.1 million to increase accumulated deficit with a corresponding offset to additional paid-in-capital as of April 1, 2017. The other requirements of ASU No. 2016-09 did not have a material impact on the Company’s unaudited condensed consolidated financial statements and related disclosures. |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | As of December 31, 2017 , and March 31, 2017 , accrued expenses consisted of the following (in thousands): December 31, 2017 March 31, 2017 Accrued research and development expenses $ 18,287 $ 9,737 Accrued compensation-related expenses 1,838 797 Accrued legal expenses 133 481 Accrued other expenses 695 963 Total accrued expenses $ 20,953 $ 11,978 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 9 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Debt Obligations | Outstanding debt obligations are as follows (in thousands): December 31, 2017 Principal amount $ 25,000 End of term charge 1,638 Less: unamortized debt discount and issuance costs (3,113 ) Loan payables less unamortized debt discount and issuance costs 23,525 Less: current maturities — Long-term loan payable, net of current maturities and unamortized debt discount and issuance costs $ 23,525 Outstanding debt obligations are as follows (in thousands): December 31, 2017 Principal amount $ 6,000 Less: unamortized debt issuance costs (950 ) Loan payables less unamortized debt issuance costs 5,050 Less: current maturities — Long-term loan payable, net of current maturities and unamortized debt issuance costs $ 5,050 |
Key Assumptions used to Measure Value of Warrant | The Company estimated the fair value of the Warrant using the Black-Scholes model based on the following key assumptions: Exercise price $15.06 Common share price on date of issuance $14.39 Volatility 73.2% Risk-free interest rate 2.15% Expected dividend yield —% Contractual term (in years) 7.00 years |
Description of Business - Narra
Description of Business - Narrative (Details) | 9 Months Ended |
Dec. 31, 2017segmentproduct_candidatesubsidiary | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of wholly owned subsidiaries | subsidiary | 4 |
Number of product candidates | product_candidate | 2 |
Number of operating segments | 1 |
Number of reporting segments | 1 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Adjustment to adopt ASU 2016-09 | $ 0 | ||||
Additional Paid in Capital | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Adjustment to adopt ASU 2016-09 | 122 | ||||
Accumulated Deficit | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Adjustment to adopt ASU 2016-09 | (122) | ||||
Accounting Standards Update 2016-09 | Additional Paid in Capital | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Adjustment to adopt ASU 2016-09 | 100 | ||||
Accounting Standards Update 2016-09 | Accumulated Deficit | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Adjustment to adopt ASU 2016-09 | $ (100) | ||||
Restricted Share Awards | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from calculation of diluted weighted-average common shares outstanding (in shares) | 1.3 | 1.1 | 1.3 | 1.1 | |
Options | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from calculation of diluted weighted-average common shares outstanding (in shares) | 3.3 | 1.3 | 3.1 | 1.3 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Mar. 31, 2017 |
Payables and Accruals [Abstract] | ||
Accrued research and development expenses | $ 18,287 | $ 9,737 |
Accrued compensation-related expenses | 1,838 | 797 |
Accrued legal expenses | 133 | 481 |
Accrued other expenses | 695 | 963 |
Total accrued expenses | $ 20,953 | $ 11,978 |
Long-term Debt (Narrative) (Det
Long-term Debt (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended |
Oct. 31, 2017 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||
Equity option | $ 20,000,000 | |
Equity option to be exercised in the current year | $ 10,000,000 | |
Equity options, purchase price as a percentage of share price | 105.00% | |
Equity commitment, number of consecutive trading days used for measuring share price | 5 days | |
Common Shares | ||
Debt Instrument [Line Items] | ||
Warrants exercisable as a percentage of principal amount of loan | 3.00% | |
Number of securities exercisable by warrant (in shares) | 49,800 | |
Exercise price of warrants (in USD per share) | $ 15.06 | |
Fair value of warrant on date of issuance | $ 500,000 | |
Private Placement | ||
Debt Instrument [Line Items] | ||
Shares purchased by NovaQuest (in shares) | 138,361 | |
Shares purchased by NovaQuest | $ 2,000,000 | |
Line of Credit | NovaQuest Securities Purchase Agreement | ||
Debt Instrument [Line Items] | ||
Maximum borrowing commitment | 60,000,000 | |
Minimum borrowing commitment | 30,000,000 | |
Debt issued | $ 6,000,000 | |
Interest rate | 15.00% | |
Quarterly interest rate | 5.00% | |
Deferred interest rate | 10.00% | |
Default interest rate | 5.00% | |
Equity commitment related to note issuance, portion of note issuance amount | 0.3333 | |
Equity commitment related to note issuance | $ 20,000,000 | |
Financing expenses | 1,000,000 | |
Amortized deferred financing costs | $ 100,000 | |
Term Loan | Hercules Loan Agreement | ||
Debt Instrument [Line Items] | ||
Maximum borrowing commitment | $ 40,000,000 | |
Interest rate | 8.25% | |
Current interest rate | 8.50% | |
Default interest rate | 5.00% | |
Discount | $ 2,100,000 | |
Financing expenses | 1,300,000 | |
Amortized deferred financing costs | $ 300,000 | |
Principal amount funded | 25,000,000 | |
Remaining borrowing commitment | $ 15,000,000 | |
End of term charge | 6.55% | |
Term Loan | Hercules Loan Agreement | Prime Rate | ||
Debt Instrument [Line Items] | ||
Variable interest rate | 4.00% |
Long-term Debt (Outstanding Deb
Long-term Debt (Outstanding Debt Obligations) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Mar. 31, 2017 |
Debt Instrument [Line Items] | ||
Loan payables less unamortized debt issuance costs | $ 28,575 | $ 0 |
Line of Credit | NovaQuest Securities Purchase Agreement | ||
Debt Instrument [Line Items] | ||
Principal amount | 6,000 | |
Less: unamortized debt issuance costs | (950) | |
Loan payables less unamortized debt issuance costs | 5,050 | |
Less: current maturities | 0 | |
Long-term loan payable, net of current maturities and unamortized debt issuance costs | 5,050 | |
Term Loan | Hercules Loan Agreement | ||
Debt Instrument [Line Items] | ||
Principal amount | 25,000 | |
End of term charge | 1,638 | |
Less: unamortized debt issuance costs | (3,113) | |
Loan payables less unamortized debt issuance costs | 23,525 | |
Less: current maturities | 0 | |
Long-term loan payable, net of current maturities and unamortized debt issuance costs | $ 23,525 |
Long-term Debt (Key Assumptions
Long-term Debt (Key Assumptions Used to Value Warrants) (Details) - Common Shares | 1 Months Ended |
Oct. 31, 2017$ / shares | |
Class of Warrant or Right [Line Items] | |
Exercise price (in USD per share) | $ 15.06 |
Common share price on date of issuance (in USD per share) | $ 14.39 |
Annualized equity volatility | 73.20% |
Risk-free interest rate | 2.15% |
Expected dividend yield | 0.00% |
Contractual term (in years) | 7 years |
Related Party Transactions (Na
Related Party Transactions (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
RSL and RSI | RSL and RSI | Services Agreement | ||||
Related Party Transaction [Line Items] | ||||
Expenses incurred under services agreements | $ 2.9 | $ 2.7 | $ 5 | $ 6.8 |
Income Taxes - Narrative (Deta
Income Taxes - Narrative (Details) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Contingency [Line Items] | ||||
Effective income tax rate | 0.51% | (0.36%) | (0.64%) | (0.06%) |
Foreign Tax Authority | Office of the Tax Commissioner, Bermuda | ||||
Income Tax Contingency [Line Items] | ||||
Federal statutory tax rate | 0.00% |
Share-Based Compensation (Narr
Share-Based Compensation (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Apr. 01, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common shares reserved for grant (in shares) | 1,800,000 | 1,800,000 | 6,900,000 | 4,500,000 | ||
Number of options outstanding (in shares) | 3,400,000 | 3,400,000 | ||||
Weighted average exercise price (in dollars per share) | $ 9.47 | $ 9.47 | ||||
RSI and RSL Employees and Consultants | Share-Based Compensation Allocated to the Company by RSL | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation | $ 200,000 | $ 600,000 | $ 700,000 | $ 4,600,000 | ||
Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options granted (in shares) | 2,200,000 | 1,300,000 | ||||
Allocated share-based compensation | 2,100,000 | 900,000 | $ 4,900,000 | $ 1,200,000 | ||
Unrecognized compensation expense related to non-vested options | $ 24,500,000 | $ 24,500,000 | ||||
Unrecognized compensation expense, period for recognition | 3 years 1 month | |||||
Restricted Share Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock awards granted (in shares) | 600,000 | 1,100,000 | ||||
Restricted Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock awards granted (in shares) | 15,000 | 0 | ||||
Restricted Stock and Restricted Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of awards outstanding (in shares) | 1,700,000 | 1,700,000 | ||||
Allocated share-based compensation | $ 900,000 | 400,000 | $ 2,400,000 | $ 800,000 | ||
Unrecognized compensation expense, period for recognition | 3 years 10 months 14 days | |||||
Unrecognized compensation expense related to awards other than options | 10,300,000 | $ 10,300,000 | ||||
Non-employee Stock Option | RSI and RSL Employees and Consultants | Stock Options Granted to Non-Employees | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options granted (in shares) | 0 | 100,000 | ||||
Share-based compensation related to stock options granted to consultants | 7,293 | $ 100,000 | $ 200,000 | $ 200,000 | ||
Unrecognized compensation expense related to options for non-employees | $ 100,000 | $ 100,000 | ||||
Unrecognized compensation expense, period for recognition, related to options for non-employees | 2 years 7 months 17 days |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | 9 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contract termination, minimum period of written notice | 30 days |