Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 13, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | CLXT | |
Entity Registrant Name | CALYXT, INC. | |
Entity Central Index Key | 1,705,843 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 27,693,130 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 62,545 | $ 5,026 |
Trade accounts receivable | 0 | 110 |
Due from related parties | 128 | 47 |
Prepaid expenses and other current assets | 389 | 282 |
Total current assets | 63,062 | 5,465 |
Property and equipment, net | 12,194 | 10,994 |
Other long-term assets | 317 | 164 |
Total assets | 75,573 | 16,623 |
Current liabilities: | ||
Due to related parties | 3,319 | 1,712 |
Accounts payable | 562 | 357 |
Accrued salaries, wages, and other compensation | 492 | 332 |
Accrued liabilities | 636 | 363 |
Current deferred revenue | 78 | 101 |
Total current liabilities | 5,087 | 2,865 |
Non-current deferred revenue | 440 | 639 |
Finance and capital lease obligation | 7,934 | |
Total liabilities | 13,461 | 3,504 |
Stockholder's equity: | ||
Common stock, $0.0001 par value; 275,000,000 shares authorized, 27,693,130 shares issued and outstanding as of September 30, 2017 | 3 | 2 |
Preferred stock, $0.0001 par value; 50,000,000 shares authorized, no shares issued or outstanding | ||
Additional paid-in capital | 109,808 | 41,685 |
Accumulated deficit | (47,699) | (28,568) |
Total stockholder's equity | 62,112 | 13,119 |
Total liabilities and stockholder's equity | $ 75,573 | $ 16,623 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | |
Common stock, shares authorized | 275,000,000 | |
Common stock, shares issued | 27,693,130 | |
Common stock, shares outstanding | 27,693,130 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenue | $ 44 | $ 105 | $ 322 | $ 327 |
Operating expenses: | ||||
Cost of revenue | 200 | |||
Research and development | 6,438 | 1,236 | 9,157 | 3,912 |
Selling, general, and administrative | 6,553 | 1,354 | 10,141 | 3,753 |
Total operating expenses | 12,991 | 2,590 | 19,298 | 7,865 |
Loss from operations | (12,947) | (2,485) | (18,976) | (7,538) |
Interest income (expense) | 48 | (2) | 4 | (4) |
Foreign currency transaction gain (loss) | (5) | (20) | (159) | 9 |
Loss before income taxes | (12,904) | (2,507) | (19,131) | (7,533) |
Income tax expense | 0 | 0 | 0 | 0 |
Net loss | $ (12,904) | $ (2,507) | $ (19,131) | $ (7,533) |
Basic and diluted loss per share | $ (0.51) | $ (0.13) | $ (0.89) | $ (0.38) |
Weighted average shares outstanding-basic and diluted | 25,531,572 | 19,600,000 | 21,615,703 | 19,600,000 |
Condensed Statements of Stockho
Condensed Statements of Stockholder's Equity - 9 months ended Sep. 30, 2017 - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2016 | $ 13,119 | $ 2 | $ 41,685 | $ (28,568) |
Beginning balance, shares at Dec. 31, 2016 | 19,600,000 | |||
Issuance of common stock | 57,962 | $ 1 | 57,961 | |
Issuance of common stock, shares | 8,050,000 | |||
Stock options exercised | $ 182 | 182 | ||
Stock options exercised, shares | 43,130 | 43,130 | ||
Stock-based compensation | $ 9,980 | 9,980 | ||
Net loss | (19,131) | (19,131) | ||
Ending balance at Sep. 30, 2017 | $ 62,112 | $ 3 | $ 109,808 | $ (47,699) |
Ending balance, shares at Sep. 30, 2017 | 27,693,130 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Operating activities | ||
Net loss | $ (19,131) | $ (7,533) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 414 | 150 |
Stock-based compensation | 9,980 | 807 |
Unrealized transaction gain (loss) on Parent activity | (8) | |
Changes in operating assets and liabilities: | ||
Trade accounts receivable | 110 | 215 |
Due to/from related parties | 1,534 | 86 |
Prepaid expenses and other assets | (260) | (399) |
Accounts payable | 205 | 364 |
Accrued salaries, wages, and other compensation | 160 | (14) |
Accrued liabilities | 1,250 | 136 |
Deferred revenue | (222) | (141) |
Net cash used in operating activities | (5,968) | (6,329) |
Investing activities | ||
Purchases of property and equipment | (1,614) | (10,295) |
Net cash used in investing activities | (1,614) | (10,295) |
Financing activities | ||
Proceeds from common stock issuance | 61,292 | |
Costs incurred related to the issuance of stock | (3,330) | |
Proceeds from the exercise of stock options | 182 | |
Advances from Parent | 3,000 | |
Repayment of Advances from Parent | (3,000) | |
Finance and Capital Lease Obligation | 6,957 | |
Net cash provided by financing activities | 65,101 | |
Net decrease in cash and cash equivalents | 57,519 | (16,624) |
Cash and cash equivalents-beginning of period | 5,026 | 24,687 |
Cash and cash equivalents-end of period | 62,545 | 8,063 |
Supplemental cash flow information | ||
Interest paid | 44 | $ 4 |
Supplemental non-cash financing transactions: | ||
Offering costs in accounts payable and accrued liabilities | $ 2,081 |
Nature of Business
Nature of Business | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | 1. Nature of Business Calyxt, Inc., formerly known as Cellectis Plant Sciences, Inc. (the Company or Calyxt), was founded in 2010 and incorporated in Delaware. The Company is headquartered in New Brighton, Minnesota. The Company is an agriculture biotechnology company focused on creating healthier specialty food ingredients and agriculturally advantageous food crops through the use of gene editing technology. The Company changed its name from Cellectis Plant Sciences, Inc. to Calyxt, Inc. on May 4, 2015. Prior to the Company’s initial public offering (IPO) on July 25, 2017, Calyxt was a wholly owned subsidiary of Cellectis S.A. (“Cellectis” or “Parent”). As of September 30, 2017, Cellectis owns approximately 79.8% of the Company’s outstanding common stock. Calyxt’s common stock is listed on the Nasdaq market under the ticker symbol “CLXT”. The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q 8-03 S-X. This interim information should be read in conjunction with the audited financial statements included in the Company’s prospectus dated July 19, 2017, which was filed with the Securities and Exchange Commission (SEC) on July 20, 2017. Initial Public Offering On July 25, 2017, the Company completed an IPO of its common stock. The Company sold an aggregate of 8,050,000 shares of common stock at a price of $8.00 per share, including 1,050,000 shares of common stock pursuant to the exercise of the underwriters’ option to purchase additional shares. In the aggregate, the Company received net proceeds from the IPO and exercise of the overallotment of approximately $58.0 million, after deducting underwriting discounts and commissions of $3.1 million and offering expenses totaling approximately $3.3 million. As part of the IPO, Cellectis purchased 2,500,000 shares of common stock for a value of $20.0 million, which is included in the net proceeds of approximately $58.0 million. The Company used $5.7 million of the proceeds from Cellectis to cover a portion of the outstanding obligations owed to Cellectis. Stock Splits On June 14, 2017, pursuant to the authorization provided in a written consent in lieu of a special meeting of the Company, the Company effected a stock split of the Company’s common stock at a ratio of 100-for-1 On July 25, 2017, the Company amended its Amended and Restated Certificate of Incorporation to increase the authorized capital stock of the Company to 325,000,000 shares of which 275,000,000 shares are designated common stock, par value $0.0001, and 50,000,000 shares are designated preferred stock, par value $0.0001. On July 25, 2017, concurrently with the closing of the IPO, the Company effected a stock split of the Company’s common stock at a ratio of 2.45-for-1. Since the par value of the common stock remained at $0.0001 per share subsequent to each stock split, the value of common stock recorded to the Company’s balance sheets has been retroactively increased to reflect the par value of the increased number of outstanding shares, with a corresponding decrease to additional paid-in Liquidity The Company’s financial statements have been prepared and presented on a basis assuming it continues as a going concern. During the years ended December 31, 2016 and 2015 and through September 30, 2017, the Company incurred losses from operations and net cash outflows from operating activities as disclosed in the statements of operations and cash flows, respectively. At September 30, 2017, the Company had an accumulated deficit of $47.7 million and it expects to incur losses for the immediate future. To date, the Company has been funded by capital infusions from its parent and equity financings. The Company believes that it will be able to successfully fund its operations from the net proceeds of the recently completed IPO through mid-2019; however, there can be no assurance that it will be able to do so or that it will ever operate profitably. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including those related to stock-based compensation and the valuation allowance for deferred tax assets and derivatives. The Company bases its estimates on historical experience and on various other market-specific and relevant assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents consist of cash and term deposits with original maturities of three months or less. The carrying value of these instruments approximate fair value. The balances, at times, may exceed federally insured limits. The Company has not experienced any losses on its cash and cash equivalents. Trade Accounts Receivable Accounts receivable are unsecured, are recorded at net realizable value, and do not bear interest. The Company makes judgments as to its ability to collect outstanding receivables based upon patterns of collectability, historical experience, and management’s evaluation of specific accounts and will provide an allowance for credit losses when collection becomes doubtful. The Company performs credit evaluations of its customers’ financial condition on an as-needed As of September 30, 2017, the Company had no trade accounts receivables. The Company considered its trade receivables to be fully collectible at December 31, 2016; accordingly, no allowance for doubtful accounts was considered necessary. Prepaid Expenses and Other Current Assets Other current assets represent prepayments, receivable for stock option exercises, R&D tax credits and deposits made by the Company. Property and Equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is computed based upon the estimated useful lives of the respective assets. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful life of the assets. Repairs and maintenance costs are expensed as incurred. The cost and accumulated depreciation of property and equipment retired, or otherwise disposed of, are removed from the related accounts, and any residual values are charged to expense. Depreciation expense has been calculated using the following estimated useful lives: Buildings and other improvements 10–20 years Leasehold improvements Remaining lease period Office furniture and equipment 5–7 years Computer equipment and software 3–5 years Leases The Company entered into a sale-lease back transaction on September 6, 2017 with respect to certain real property and improvements located in Roseville, MN, whereby the Company sold the land and other improvements to a third party in exchange for approximately $7 million in cash and the Company committed to an initial lease term of twenty years, with four options to extend the term of the Lease Agreement for five years each. The transaction also included a construction contract for the Company’s new nearly 40,000 square-foot corporate headquarters which when complete will include office, research laboratory space and outdoor growing plots. During the construction period, the company will initially pay annual base rent of $490 thousand until the property has been substantially completed, at which time, the lease will commence and the Company will pay annual base rent at the rate of 8% of the total cost which based on the project plan would approximate an annual base rent of $1,480 thousand. The Lease Agreement is a net lease, whereby the Company is responsible for the other costs and expenses associated with the use of the property. Cellectis entered into a Lease Guaranty with the landlord, whereby Cellectis has guaranteed the Company’s obligations under the Lease Agreement. Cellectis’ guarantee of Calyxt’s obligations under the sale-leaseback transaction will terminate at the end of the second consecutive calendar year in which Calyxt’s tangible net worth exceeds $300 million, as determined in accordance with generally accepted accounting principles. The Company is responsible for construction cost over runs. As a result of this involvement, the Company is deemed the “owner” for accounting purposes during the construction period and is required to capitalize the construction costs on the Balance Sheet. The sale of the land and structures also does not qualify for sale-leaseback accounting under ASC 840 as a result of “continuing involvement” and the guarantee of the transaction by Cellectis. Under ASC 840, the “continuing involvement” precludes the Company from derecognizing the assets from the Balance Sheet. When the assets under construction have been substantially completed the assets associated with the project will be capitalized and depreciated over the term of the lease. The Company has recorded assets under construction of $1,374 thousand and a finance obligation of $7,934 thousand as of September 30, 2017. Long-Lived Assets Management reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If the impairment tests indicate that the carrying value of the asset, or asset group is greater than the expected undiscounted cash flows to be generated by such asset or asset group, further analysis is performed to determine the fair value of the asset or asset group. To the extent the fair value of the asset or asset group is less than its carrying value, an impairment loss is recognized equal to the amount the carrying value exceeds the fair value of the asset or asset group. The Company generally measures fair value by considering sale prices for similar assets or asset groups, or by discounting estimated future cash flows from such assets or asset groups using an appropriate discount rate. Assets to be disposed of are carried at the lower of their carrying value or fair value less costs to sell. There have been no impairment losses recognized for the three and nine months ended September 30, 2017 or September 30, 2016. Fair Value of Financial Instruments Pursuant to the requirements of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 820, Fair Value Measurement Level 1 Level 2 over-the-counter Level 3 The Company has derivative instruments that are classified as Level 2. The Company does not have any financial instruments classified as Level 3, and there were no movements between these categories during the nine months ended September 30, 2017 or September 30, 2016. Forward Purchase Contracts and Derivatives The Company enters into supply agreements for grain and seed production with settlement values based on commodity market futures pricing. The Company accounts for these derivative financial instruments utilizing the authoritative guidance in ASC Topic 815, Derivatives and Hedging Unrealized gains and losses on all derivative contracts are recorded in other current assets or other current liabilities on the balance sheet at fair value. The gains and losses recorded by the Company are not significant for the three and nine months ended September 30, 2017 or 2016. The table below summarizes the carrying value of derivative instruments as of September 30, 2017 and December 31, 2016. Derivatives not Asset Derivatives Liability Derivatives Balance Sheet Location Fair Value Balance Sheet Location Fair Value September 30, December 31, September 30, December 31, (in thousands) (in thousands) (in thousands) (in thousands) Forward purchase contracts Prepaid expenses and $ 3 $ 9 Accrued liabilities—current $ 5 $ 19 Total derivatives $ 3 $ 9 $ 5 $ 19 Patents The Company expenses patent costs, including related legal costs, as incurred and records such costs within selling, general and administrative expenses in the statements of operations. Revenue Recognition The Company enters into R&D agreements that may consist of nonrefundable up-front For agreements that contain multiple elements, each element within a multiple-element arrangement is accounted for as a separate unit of accounting provided the following criteria are met: the delivered products or services have value to the customer on a stand-alone basis and, for an arrangement that includes a general right of return relative to the delivered products or services, delivery, or performance of the undelivered product or service is considered probable and is substantially controlled by the Company. The Company considers a deliverable to have stand-alone value if the product or service is sold separately by the Company or another vendor or could be resold by the customer. Further, the Company’s revenue arrangements do not include a general right of return relative to the delivered products. Nonrefundable up-front Milestone payments represent amounts received from the Company’s R&D partners, the receipt of which is dependent upon the achievement of certain scientific, regulatory, or commercial milestones. The Company recognizes milestone payments when the triggering event has occurred, there are no further contingencies or services to be provided with respect to that event, and the counterparty has no right to refund of the payment. The triggering event may be scientific results achieved by the Company or another party to the arrangement, regulatory approvals, or the marketing of products developed under the arrangement. Royalty revenue arises from the Company’s contractual entitlement to receive a percentage of product sales revenues achieved by counterparties. Royalty revenue is recognized on an accrual basis in accordance with the terms of the agreement when sales can be determined reliably and there is reasonable assurance that the receivables from outstanding royalties will be collected. License revenue from licenses that were granted to third parties is recognized ratably over the period of the license agreements. Revenue from R&D services is recognized over the period the R&D services are performed. Cost of Revenue Cost of revenue relates to the performance of services or contract research and consists of direct external expenses relating to projects and internal costs, including overhead allocated on a full-time equivalent basis. Research and Development R&D expenses represent costs incurred for the development of various products using licensed gene editing technology, including expenses allocated to Calyxt by Cellectis. R&D expenses consist primarily of salaries and related costs of the Company’s scientists, in-licensing In the normal course of business, Calyxt enters into R&D contracts with third parties whereby Calyxt performs R&D of certain gene traits for the third party. The Company has entered into various multiyear arrangements in which Calyxt performs the R&D of the gene technology and the third parties generally have primary responsibility for any commercialization of the technology. These arrangements are performed with no guarantee of either technological or commercial success. The Company in-licenses up-front in-licensing in-licensing in-licensing in-licensing Foreign Currency Transactions Transactions in foreign currencies are remeasured into the Company’s functional currency, U.S. dollars, at the exchange rates effective at the transaction dates. Assets and liabilities denominated in foreign currencies at the reporting date are remeasured into the functional currency using the exchange rate effective at that date. The resulting exchange gains or losses are recorded in the statements of operations under selling, general, and administrative expenses. Income Taxes Current income taxes are recorded based on statutory obligations for the current operating period for the jurisdictions in which the Company has operations. Deferred taxes are provided on an asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The tax effects from an uncertain tax position can be recognized in the financial statements only if the position is more likely than not to be sustained on audit, based on the technical merits of the position. Calyxt recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely than-not Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers, Revenue from Contracts with Customers, Revenue Recognition. 2014-09 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net) 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing; 2016-12, Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients, not-for-profit In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. non-current non-current 2015-17 non-public 2015-17 In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). not-for-profit 2016-02 2016-02 In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting paid-in 2016-09 2016-09 In May 2017, the FASB issued ASU 2017-09, Compensation Stock Compensation (Topic 718): Scope of Modification Accounting |
Concentrations of Credit Risk
Concentrations of Credit Risk | 9 Months Ended |
Sep. 30, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Credit Risk | 3. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, and trade accounts receivable. The Company also has concentrations of revenue with certain customers. Cash and cash equivalents concentration— Trade accounts receivable concentration Revenue concentration— |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 4. Property and Equipment Property and equipment consists of the following: (Amounts in Thousands) September 30, December 31, Land $ 5,690 $ 5,690 Buildings and other improvements 4,414 4,304 Leasehold improvements 169 169 Office furniture and equipment 1,673 1,506 Computer equipment and software 20 20 Assets under construction 1,374 37 13,340 11,726 Less accumulated depreciation (1,146 ) (732 ) Property and equipment, net $ 12,194 $ 10,994 As of September 30, 2017, the Company recorded $1,374 thousand in assets under construction which consists of site improvements and architect fees related to phase two of the corporate headquarter plan related to a sale-leaseback transaction. At the completion of construction, the completed asset will be capitalized and depreciated over the term of the lease. Depreciation expense was $146 thousand and $81 thousand for the three months ended September 30, 2017 and 2016, respectively. Depreciation expense was $414 thousand and $150 thousand for the nine months ended September 30, 2017 and 2016, respectively. |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 5. Related-Party Transactions Due from related parties consists of receivables due from another subsidiary of the Parent related to payroll services provided by Calyxt to the other subsidiary. Due to related parties consists of cash advances, license fees, amounts owed under the intercompany management agreement, and interest charged on outstanding amounts. Amounts due to the Parent that are included in due to related parties on the balance sheet bear interest at a rate of the European Interbank Offered Rate for 12 months (EURIBOR 12) plus 5% per annum. All interest expense in the statements of operations relates to interest accruing on amounts due to the Parent. The Company has a management agreement with the Parent, in which the Company pays the Parent a monthly fee for certain services provided by the Parent, which include general sales and administration functions, accounting functions, research and development, legal advice, human resources, and information technology. The Company recorded expenses associated with the management agreement of $466 thousand and $430 thousand for the three months ended September 30, 2017 and 2016, respectively. For the three months ended September 30, 2017 and 2016, the Company classified $414 thousand and $385 thousand, respectively, as a component of sales, general, and administrative expenses, while $52 thousand and $45 thousand, respectively, were classified as a component of R&D expenses. The Company recorded expenses associated with the management agreement of $1,361 and $1,343 thousand for the nine months ended September 30, 2017 and 2016, respectively. For the nine months ended September 30, 2017 and 2016, the Company classified $1,244 thousand and $1,207 thousand, respectively, as a component of sales, general, and administrative expenses, while $117 thousand and $136 thousand, respectively, were classified as a component of R&D expenses. The Parent entered into a Lease Guaranty with the Landlord, whereby the Parent has guaranteed the Company’s obligations under the Lease Agreement. Cellectis’ guarantee of Calyxt’s obligations under the sale-leaseback transaction will terminate at the end of the second consecutive calendar year in which Calyxt’s tangible net worth exceeds $300 million, as determined in accordance with generally accepted accounting principles. TALEN technology was invented by researchers at the University of Minnesota and Iowa State University and exclusively licensed to Cellectis. Calyxt obtained from Cellectis an exclusive license to the technology for commercial use in plants. TALEN technology is the primary gene-editing technology used by Calyxt today. The Company will be required to pay a royalty to Cellectis on future sales for the licensing of the technology. |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | 6. Accrued Liabilities As of September 30, 2017, and December 31, 2016, respectively, the Company had accrued liabilities of $636 thousand and $363 thousand, which consist of unrecognized income related to construction tax incentives and miscellaneous operating expenses. |
Net Loss per Share
Net Loss per Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 7. Net Loss per Share Basic earnings per share is computed based on the net loss allocable to common stockholders for each period, divided by the weighted average number of common shares outstanding. All outstanding stock options are excluded from the calculation since they are anti-dilutive. Due to the existence of net losses for the three- and nine-month periods ended September 30, 2017 and 2016, basic and diluted loss per share were the same. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 8. Stock-Based Compensation Calyxt, Inc. Equity Incentive Plan The Company adopted the Calyxt, Inc. Equity Incentive Plan, or the Existing Plan, which allows for the grant of stock options to attract and retain highly qualified employees. In June 2017, the Company also adopted an omnibus incentive plan, or the Omnibus Plan, under which the Company granted stock options and restricted stock units to certain of our employees, nonemployees, and certain employees and nonemployees of the Parent. The options granted under the Existing Plan and the Omnibus Plan were only exercisable upon a triggering event or initial public offering as defined by the plan. Accordingly, with the completion of the IPO on July 25, 2017, the Company recognized compensation expense of $5.6 million for stock options granted under the plans for the three and nine month periods ended September 30, 2017. The stock options issued under the plans had an exercise price equal to the estimated fair value of the stock at the grant date. The following table presents stock-based compensation expense included in the Company’s condensed statements of operations (in thousands) for stock options and restricted stock unit awards under the plans: Three Months Ended September 30 Nine Months Ended September 30 2017 2016 2017 2016 Stock-based compensation expense for: Employee stock options $ 3,891 $ — $ 3,891 $ — Employee restricted stock units 706 — 1,141 — Nonemployee stock options 4,209 — 4,209 — Nonemployee restricted stock units 385 — 393 — $ 9,191 $ — $ 9,634 $ — Three Months Ended September 30 Nine Months Ended September 30 2017 2016 2017 2016 Stock-based compensation expense in operating expenses: Selling, general and administrative $ 4,539 $ — $ 4,961 $ — Research and development 4,652 — 4,673 — $ 9,191 $ — $ 9,634 $ — The Company treats stock-based compensation awards granted to employees of the Parent as dividends, which are recorded quarterly. The Company recorded $2,769 and $2,838 thousand in a deemed dividend to the Parent in the three and nine months ended September 30, 2017 for restricted stock units and stock options granted to employees of the Parent. Equity instruments issued to non-employees include RSUs and options to purchase shares of the Company’s common stock. These RSUs and options vest over a certain period during which services are provided. The Company expenses the fair market value of the awards over the period in which the related services are received. Unvested awards are remeasured to fair value until they vest. Stock Options The following table summarizes stock option activity for the nine months ended September 30, 2017: Number of Weighted- Aggregate Weighted- (in years) Outstanding at December 31, 2016 1,930,600 $ 4.45 9.1 Granted 2,120,347 $ 13.29 Exercised (43,130 ) $ 4.14 Canceled (20,825 ) $ 5.85 Outstanding at September 30, 2017 3,986,992 $ 9.15 $ 61,172 9.1 Exercisable at September 30, 2017 1,193,700 $ 5.21 $ 23,010 8.3 At September 30, 2017, the total unrecognized stock-based compensation expense related to non-vested The Company had 1,159,914 stock options that vested upon the completion of the IPO. The stock-based compensation expense related to these awards that was recorded upon the consummation of this offering was $5.6 million. The fair value of each stock option is estimated using the Black-Scholes option pricing model at each measurement date. The fair value of stock options under the Black-Scholes model requires management to make assumptions regarding projected employee stock option exercise behaviors, risk-free interest rates, volatility of the stock price, and expected dividends. The awards currently outstanding were granted with vesting terms between two and six years. Certain awards contained a 25% acceleration vesting clause upon a triggering event or initial public offering as defined in the Existing Plan. The Company has not historically paid cash dividends to its stockholders and currently does not anticipate paying any cash dividends in the foreseeable future. As a result, the Company has assumed a dividend yield of 0%. The risk-free interest rate is based upon the rates of U.S. Treasury bills with a term that approximates the expected life of the option. The Company uses the simplified method, or the lattice method when appropriate, to reasonably estimate the expected life of its option awards. Expected volatility is based upon the volatility of comparable public companies. The following table provides the assumptions used in the Black-Scholes model for the stock option awards: Expected dividend yield 0% Risk-free interest rate 1.25% - 2.31% Expected volatility 27.4% - 45.1% Expected life (in years) 1.22 – 10.00 Restricted Stock Units The following table summarizes the activity of restricted stock units: Number of Weighted-Average Unvested balance at December 31, 2016 — $ — Granted 1,452,333 $ 8.00 Vested (39,200 ) Unvested balance at September 30, 2017 1,413,133 $ 8.00 As of September 30, 2017, the Company had approximately $8.5 million of unrecognized stock-based compensation expense related to restricted stock units that is expected to be recognized over a weighted-average period of 5.1 years. Parent Awards The Company’s Parent granted stock options to employees of Calyxt. Compensation costs related to the grant of the Parent company awards to Calyxt’s employees has been recognized in the statements of operations with a corresponding credit to stockholder’s equity, representing the Parent’s capital contribution to the Company. The fair value of each stock option is estimated at the grant date using the Black-Scholes option pricing model. The fair value of stock options under the Black-Scholes model requires management to make assumptions regarding projected employee stock option exercise behaviors, risk-free interest rates, volatility of the Company’s stock price, and expected dividends. The following table provides the range of assumptions used in the Black-Scholes model for the Parent awards: Expected dividend yield 0% Risk-free interest rate 2.16% - 2.31% Expected volatility 37.5% - 42.3% Expected life (in years) 7.43 – 10.00 In 2015 the Company’s Parent granted to certain consultants of Calyxt warrants to purchase Cellectis stock in exchange for services provided to the Company. The Company recorded the fair value of the warrants as a dividend paid to the Parent in exchange for the warrants issued to consultants. The Company recognized stock-based compensation expense related to its Parent’s grants of stock options and warrants to Calyxt employees and consultants of $98 thousand and $212 thousand for the three-month periods ended September 30, 2017 and 2016, respectively. The Company recognized stock-based compensation expense related to its Parent’s grants of stock options and warrants to Calyxt employees and consultants of $347 thousand and $807 thousand for the nine-month periods ended September 30, 2017 and 2016, respectively. The following table summarizes the stock-based compensation expense for Parent awards (in thousands), which was recognized in the Company’s statements of operations: Three Months Ended September 30 Nine Months Ended September 30 2017 2016 2017 2016 Stock-based compensation expense in operating expenses: Selling, general and administrative $ 2 $ 5 $ 7 $ 17 Research and development 96 207 340 790 $ 98 $ 212 $ 347 $ 807 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes The Company provides for a valuation allowance when it is more likely than not that it will not realize a portion of the deferred tax assets. The Company has established a full valuation allowance for deferred tax assets due to the uncertainty that enough taxable income will be generated in the taxing jurisdiction to utilize the assets. Therefore, the Company has not reflected any benefit of such deferred tax assets in the accompanying financial statements. As of September 30, 2017, there were no material changes to what the Company disclosed regarding tax uncertainties or penalties as of December 31, 2016. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Litigation and Claims Various legal actions, proceedings, and claims (generally, “matters”) are pending or may be instituted or asserted against the Company. The Company accrues for matters when losses are deemed probable and reasonably estimable. Any resulting adjustments, which could be material, are recorded in the period the adjustments are identified. The Company has not identified any legal matters needing to be recorded or disclosed as of September 30, 2017. Leases The Company leases the existing office space under an amended non-cancelable Future minimum lease commitments as of September 30, 2017 are as follows (in thousands): 2017 $ 56 2018 and beyond 94 Total $ 150 Sale Leaseback In September 2017, the Company entered into a twenty year sale-leaseback transaction for a property that will be the Company’s new corporate headquarters. The Company is deemed the “owner” for accounting purposes and the lease will be treated as a capital lease. Under the Lease Agreement, the Company will initially pay annual base rent of $490 thousand until the construction is substantially complete. Occupancy is expected to be on or about May 1, 2018 at which time the Company will pay an annual base rent of 8% of the total project cost. Based on the initial costs of the project, the Company will pay an estimated annual base rent of $1,480 thousand. Obligations to Cellectis As of September 30, 2017, the Company had short-term Parent obligations of $3.3 million consisting of amounts owed under the intercompany management agreement for services provided by Cellectis and costs incurred by Cellectis on behalf of the Company. Forward Purchase Commitments The Company has forward purchase commitments with growers to purchase seed and grain at future dates in the amount of approximately $1.6 million that are estimated based on anticipated yield and expected price. This amount is not recorded in the financial statements because the company has not taken delivery of the seed and grain. |
Employee Benefit Plan
Employee Benefit Plan | 9 Months Ended |
Sep. 30, 2017 | |
Postemployment Benefits [Abstract] | |
Employee Benefit Plan | 11. Employee Benefit Plan The Company provides a 401(k) defined contribution plan (the Plan) for participation by all regular fulltime employees who have completed three months of service. The Plan provides for a matching contribution equal to 100% of the amount of the employee’s salary deduction up to 3% of the salary per employee and an additional 50% match from 3% to 5% of salary. Employees’ rights to the Company’s matching contributions vest immediately. Company contributions to the Plan totaled $22 thousand and $17 thousand for the three months ended September 30, 2017 and 2016, respectively. Company contributions to the Plan totaled $67 thousand and $49 thousand for the nine months ended September 30, 2017 and 2016, respectively. |
Segment and Geographic Informat
Segment and Geographic Information | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | 12. Segment and Geographic Information The Company has one operating and reportable segment, R&D of plant gene editing. The Company derives substantially all of its revenue from R&D contracts related to plant gene editing located in the US. |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Event | 13. Subsequent Event As reported in Note 2, the Company consummated a sale-leaseback transaction, including a Lease Agreement, with respect to the Company’s lease of certain real property and improvements. Cellectis entered into a Lease Guaranty with the landlord, whereby Cellectis has guaranteed the Company’s obligations under the Lease Agreement. On November 10, 2017, the Company agreed to indemnify Cellectis for any obligations incurred by Cellectis under the Lease Guaranty. This indemnification agreement will become effective at such time as Cellectis owns 50% or less of the Company’s outstanding common stock. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including those related to stock-based compensation and the valuation allowance for deferred tax assets and derivatives. The Company bases its estimates on historical experience and on various other market-specific and relevant assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash and term deposits with original maturities of three months or less. The carrying value of these instruments approximate fair value. The balances, at times, may exceed federally insured limits. The Company has not experienced any losses on its cash and cash equivalents. |
Trade Accounts Receivable | Trade Accounts Receivable Accounts receivable are unsecured, are recorded at net realizable value, and do not bear interest. The Company makes judgments as to its ability to collect outstanding receivables based upon patterns of collectability, historical experience, and management’s evaluation of specific accounts and will provide an allowance for credit losses when collection becomes doubtful. The Company performs credit evaluations of its customers’ financial condition on an as-needed As of September 30, 2017, the Company had no trade accounts receivables. The Company considered its trade receivables to be fully collectible at December 31, 2016; accordingly, no allowance for doubtful accounts was considered necessary. |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Other current assets represent prepayments, receivable for stock option exercises, R&D tax credits and deposits made by the Company. |
Property and Equipment | Property and Equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is computed based upon the estimated useful lives of the respective assets. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful life of the assets. Repairs and maintenance costs are expensed as incurred. The cost and accumulated depreciation of property and equipment retired, or otherwise disposed of, are removed from the related accounts, and any residual values are charged to expense. Depreciation expense has been calculated using the following estimated useful lives: Buildings and other improvements 10–20 years Leasehold improvements Remaining lease period Office furniture and equipment 5–7 years Computer equipment and software 3–5 years |
Leases | Leases The Company entered into a sale-lease back transaction on September 6, 2017 with respect to certain real property and improvements located in Roseville, MN, whereby the Company sold the land and other improvements to a third party in exchange for approximately $7 million in cash and the Company committed to an initial lease term of twenty years, with four options to extend the term of the Lease Agreement for five years each. The transaction also included a construction contract for the Company’s new nearly 40,000 square-foot corporate headquarters which when complete will include office, research laboratory space and outdoor growing plots. During the construction period, the company will initially pay annual base rent of $490 thousand until the property has been substantially completed, at which time, the lease will commence and the Company will pay annual base rent at the rate of 8% of the total cost which based on the project plan would approximate an annual base rent of $1,480 thousand. The Lease Agreement is a net lease, whereby the Company is responsible for the other costs and expenses associated with the use of the property. Cellectis entered into a Lease Guaranty with the landlord, whereby Cellectis has guaranteed the Company’s obligations under the Lease Agreement. Cellectis’ guarantee of Calyxt’s obligations under the sale-leaseback transaction will terminate at the end of the second consecutive calendar year in which Calyxt’s tangible net worth exceeds $300 million, as determined in accordance with generally accepted accounting principles. The Company is responsible for construction cost over runs. As a result of this involvement, the Company is deemed the “owner” for accounting purposes during the construction period and is required to capitalize the construction costs on the Balance Sheet. The sale of the land and structures also does not qualify for sale-leaseback accounting under ASC 840 as a result of “continuing involvement” and the guarantee of the transaction by Cellectis. Under ASC 840, the “continuing involvement” precludes the Company from derecognizing the assets from the Balance Sheet. When the assets under construction have been substantially completed the assets associated with the project will be capitalized and depreciated over the term of the lease. The Company has recorded assets under construction of $1,374 thousand and a finance obligation of $7,934 thousand as of September 30, 2017. |
Long-Lived Assets | Long-Lived Assets Management reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If the impairment tests indicate that the carrying value of the asset, or asset group is greater than the expected undiscounted cash flows to be generated by such asset or asset group, further analysis is performed to determine the fair value of the asset or asset group. To the extent the fair value of the asset or asset group is less than its carrying value, an impairment loss is recognized equal to the amount the carrying value exceeds the fair value of the asset or asset group. The Company generally measures fair value by considering sale prices for similar assets or asset groups, or by discounting estimated future cash flows from such assets or asset groups using an appropriate discount rate. Assets to be disposed of are carried at the lower of their carrying value or fair value less costs to sell. There have been no impairment losses recognized for the three and nine months ended September 30, 2017 or September 30, 2016. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Pursuant to the requirements of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 820, Fair Value Measurement Level 1 Level 2 over-the-counter Level 3 The Company has derivative instruments that are classified as Level 2. The Company does not have any financial instruments classified as Level 3, and there were no movements between these categories during the nine months ended September 30, 2017 or September 30, 2016. |
Forward Purchase Contracts and Derivatives | Forward Purchase Contracts and Derivatives The Company enters into supply agreements for grain and seed production with settlement values based on commodity market futures pricing. The Company accounts for these derivative financial instruments utilizing the authoritative guidance in ASC Topic 815, Derivatives and Hedging Unrealized gains and losses on all derivative contracts are recorded in other current assets or other current liabilities on the balance sheet at fair value. The gains and losses recorded by the Company are not significant for the three and nine months ended September 30, 2017 or 2016. The table below summarizes the carrying value of derivative instruments as of September 30, 2017 and December 31, 2016. Derivatives not Asset Derivatives Liability Derivatives Balance Sheet Location Fair Value Balance Sheet Location Fair Value September 30, December 31, September 30, December 31, (in thousands) (in thousands) (in thousands) (in thousands) Forward purchase contracts Prepaid expenses and $ 3 $ 9 Accrued liabilities—current $ 5 $ 19 Total derivatives $ 3 $ 9 $ 5 $ 19 |
Patents | Patents The Company expenses patent costs, including related legal costs, as incurred and records such costs within selling, general and administrative expenses in the statements of operations. |
Revenue Recognition | Revenue Recognition The Company enters into R&D agreements that may consist of nonrefundable up-front For agreements that contain multiple elements, each element within a multiple-element arrangement is accounted for as a separate unit of accounting provided the following criteria are met: the delivered products or services have value to the customer on a stand-alone basis and, for an arrangement that includes a general right of return relative to the delivered products or services, delivery, or performance of the undelivered product or service is considered probable and is substantially controlled by the Company. The Company considers a deliverable to have stand-alone value if the product or service is sold separately by the Company or another vendor or could be resold by the customer. Further, the Company’s revenue arrangements do not include a general right of return relative to the delivered products. Nonrefundable up-front Milestone payments represent amounts received from the Company’s R&D partners, the receipt of which is dependent upon the achievement of certain scientific, regulatory, or commercial milestones. The Company recognizes milestone payments when the triggering event has occurred, there are no further contingencies or services to be provided with respect to that event, and the counterparty has no right to refund of the payment. The triggering event may be scientific results achieved by the Company or another party to the arrangement, regulatory approvals, or the marketing of products developed under the arrangement. Royalty revenue arises from the Company’s contractual entitlement to receive a percentage of product sales revenues achieved by counterparties. Royalty revenue is recognized on an accrual basis in accordance with the terms of the agreement when sales can be determined reliably and there is reasonable assurance that the receivables from outstanding royalties will be collected. License revenue from licenses that were granted to third parties is recognized ratably over the period of the license agreements. Revenue from R&D services is recognized over the period the R&D services are performed. |
Cost of Revenue | Cost of Revenue Cost of revenue relates to the performance of services or contract research and consists of direct external expenses relating to projects and internal costs, including overhead allocated on a full-time equivalent basis. |
Research and Development | Research and Development R&D expenses represent costs incurred for the development of various products using licensed gene editing technology, including expenses allocated to Calyxt by Cellectis. R&D expenses consist primarily of salaries and related costs of the Company’s scientists, in-licensing In the normal course of business, Calyxt enters into R&D contracts with third parties whereby Calyxt performs R&D of certain gene traits for the third party. The Company has entered into various multiyear arrangements in which Calyxt performs the R&D of the gene technology and the third parties generally have primary responsibility for any commercialization of the technology. These arrangements are performed with no guarantee of either technological or commercial success. The Company in-licenses up-front in-licensing in-licensing in-licensing in-licensing |
Foreign Currency Transactions | Foreign Currency Transactions Transactions in foreign currencies are remeasured into the Company’s functional currency, U.S. dollars, at the exchange rates effective at the transaction dates. Assets and liabilities denominated in foreign currencies at the reporting date are remeasured into the functional currency using the exchange rate effective at that date. The resulting exchange gains or losses are recorded in the statements of operations under selling, general, and administrative expenses. |
Income Taxes | Income Taxes Current income taxes are recorded based on statutory obligations for the current operating period for the jurisdictions in which the Company has operations. Deferred taxes are provided on an asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The tax effects from an uncertain tax position can be recognized in the financial statements only if the position is more likely than not to be sustained on audit, based on the technical merits of the position. Calyxt recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely than-not |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers, Revenue from Contracts with Customers, Revenue Recognition. 2014-09 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net) 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing; 2016-12, Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients, not-for-profit In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. non-current non-current 2015-17 non-public 2015-17 In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). not-for-profit 2016-02 2016-02 In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting paid-in 2016-09 2016-09 In May 2017, the FASB issued ASU 2017-09, Compensation Stock Compensation (Topic 718): Scope of Modification Accounting |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Life of Assets Used to Compute Depreciation Using the Straight-line Method | Depreciation expense has been calculated using the following estimated useful lives: Buildings and other improvements 10–20 years Leasehold improvements Remaining lease period Office furniture and equipment 5–7 years Computer equipment and software 3–5 years |
Schedule of Amounts of Non-hedging Derivative Financial Instruments | The table below summarizes the carrying value of derivative instruments as of September 30, 2017 and December 31, 2016. Derivatives not Asset Derivatives Liability Derivatives Balance Sheet Location Fair Value Balance Sheet Location Fair Value September 30, December 31, September 30, December 31, (in thousands) (in thousands) (in thousands) (in thousands) Forward purchase contracts Prepaid expenses and $ 3 $ 9 Accrued liabilities—current $ 5 $ 19 Total derivatives $ 3 $ 9 $ 5 $ 19 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Components of Property and Equipment | Property and equipment consists of the following: (Amounts in Thousands) September 30, December 31, Land $ 5,690 $ 5,690 Buildings and other improvements 4,414 4,304 Leasehold improvements 169 169 Office furniture and equipment 1,673 1,506 Computer equipment and software 20 20 Assets under construction 1,374 37 13,340 11,726 Less accumulated depreciation (1,146 ) (732 ) Property and equipment, net $ 12,194 $ 10,994 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Summary of Stock-based Compensation Expense | The following table presents stock-based compensation expense included in the Company’s condensed statements of operations (in thousands) for stock options and restricted stock unit awards under the plans: Three Months Ended September 30 Nine Months Ended September 30 2017 2016 2017 2016 Stock-based compensation expense for: Employee stock options $ 3,891 $ — $ 3,891 $ — Employee restricted stock units 706 — 1,141 — Nonemployee stock options 4,209 — 4,209 — Nonemployee restricted stock units 385 — 393 — $ 9,191 $ — $ 9,634 $ — Three Months Ended September 30 Nine Months Ended September 30 2017 2016 2017 2016 Stock-based compensation expense in operating expenses: Selling, general and administrative $ 4,539 $ — $ 4,961 $ — Research and development 4,652 — 4,673 — $ 9,191 $ — $ 9,634 $ — |
Summary of Stock Option Activity | The following table summarizes stock option activity for the nine months ended September 30, 2017: Number of Weighted- Aggregate Weighted- (in years) Outstanding at December 31, 2016 1,930,600 $ 4.45 9.1 Granted 2,120,347 $ 13.29 Exercised (43,130 ) $ 4.14 Canceled (20,825 ) $ 5.85 Outstanding at September 30, 2017 3,986,992 $ 9.15 $ 61,172 9.1 Exercisable at September 30, 2017 1,193,700 $ 5.21 $ 23,010 8.3 |
Summary of Assumptions used in Black-Scholes Model | The following table provides the assumptions used in the Black-Scholes model for the stock option awards: Expected dividend yield 0% Risk-free interest rate 1.25% - 2.31% Expected volatility 27.4% - 45.1% Expected life (in years) 1.22 – 10.00 |
Summary of Activity of Restricted Stock Units | The following table summarizes the activity of restricted stock units: Number of Weighted-Average Unvested balance at December 31, 2016 — $ — Granted 1,452,333 $ 8.00 Vested (39,200 ) Unvested balance at September 30, 2017 1,413,133 $ 8.00 |
Cellectis (Parent) [Member] | |
Summary of Stock-based Compensation Expense | The following table summarizes the stock-based compensation expense for Parent awards (in thousands), which was recognized in the Company’s statements of operations: Three Months Ended September 30 Nine Months Ended September 30 2017 2016 2017 2016 Stock-based compensation expense in operating expenses: Selling, general and administrative $ 2 $ 5 $ 7 $ 17 Research and development 96 207 340 790 $ 98 $ 212 $ 347 $ 807 |
Summary of Assumptions used in Black-Scholes Model | The following table provides the range of assumptions used in the Black-Scholes model for the Parent awards: Expected dividend yield 0% Risk-free interest rate 2.16% - 2.31% Expected volatility 37.5% - 42.3% Expected life (in years) 7.43 – 10.00 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Lease Commitments | Future minimum lease commitments as of September 30, 2017 are as follows (in thousands): 2017 $ 56 2018 and beyond 94 Total $ 150 |
Nature of Business - Additional
Nature of Business - Additional Information (Detail) $ / shares in Units, $ in Thousands | Jul. 25, 2017USD ($)$ / sharesshares | Jun. 14, 2017shares | Sep. 30, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares |
Nature of Business [Line Items] | ||||
Place of incorporation | Delaware | |||
Net proceeds from issuance of common stock upon IPO and exercise of overallotment | $ 58,000 | |||
Underwriting discounts and commissions | 3,100 | |||
Offering expenses | $ 3,300 | |||
Net proceeds from issuance of common stock upon IPO and exercise of overallotment | $ 57,962 | |||
Stock split, conversion ratio | 2.45 | 100 | ||
Common stock, shares authorized | shares | 275,000,000 | 30,000,000 | 275,000,000 | |
Authorized capital stock | shares | 325,000,000 | |||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | shares | 50,000,000 | 50,000,000 | 50,000,000 | |
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Accumulated deficit | $ (47,699) | $ (28,568) | ||
Cellectis (Parent) [Member] | ||||
Nature of Business [Line Items] | ||||
Percentage of ownership in outstanding common stock | 79.80% | |||
Common stock, issued and sold | shares | 2,500,000 | |||
Net proceeds from issuance of common stock upon IPO and exercise of overallotment | $ 20,000 | |||
Outstanding obligation paid to parent | $ 5,700 | |||
IPO [Member] | ||||
Nature of Business [Line Items] | ||||
Common stock, issued and sold | shares | 8,050,000 | |||
Common stock issued price per share | $ / shares | $ 8 | |||
Underwriters Option to Purchase Additional Shares [Member] | ||||
Nature of Business [Line Items] | ||||
Common stock, issued and sold | shares | 1,050,000 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies - Additional Information (Detail) | Sep. 06, 2017USD ($)ft²Options | Sep. 30, 2017USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) |
Significant Accounting Policies [Line Items] | |||||||
Trade accounts receivable | $ 0 | $ 0 | $ 0 | $ 110,000 | |||
Allowance for doubtful accounts | $ 0 | 0 | 0 | ||||
Sale-leaseback transaction date | Sep. 6, 2017 | ||||||
Lease term | 20 years | 20 years | |||||
Number of lease extension options | Options | 4 | ||||||
Extension term of lease agreement | 5 years | ||||||
Cash received upon sale of land and other improvements to third party | $ 7,000,000 | ||||||
Annual base rent | 1,480,000 | 1,480,000 | |||||
Annual base rent expense | $ 490,000 | $ 490,000 | |||||
Percentage of annual base rent | 8.00% | 8.00% | |||||
Minimum net worth required | $ 300,000,000 | ||||||
Assets under construction | $ 13,340,000 | 13,340,000 | $ 13,340,000 | 11,726,000 | |||
Finance obligation | 7,934,000 | 7,934,000 | 7,934,000 | ||||
Impairment of long-lived assets | 0 | $ 0 | 0 | $ 0 | |||
Fair value movements between Level 2 and Level 3 | 0 | 0 | |||||
Research and development expense | 6,438,000 | 1,236,000 | 9,157,000 | 3,912,000 | |||
Asset Under Construction [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Assets under construction | 1,374,000 | 1,374,000 | 1,374,000 | $ 37,000 | |||
Corporate Headquarters [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Office and lab building area | ft² | 40,000 | ||||||
Level 3 [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Financial instruments classified as Level 3 | $ 0 | 0 | 0 | 0 | 0 | ||
Related-party In-licensing [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Research and development expense | 4,000 | 10,000 | 31,000 | 33,000 | |||
Third-party In-licensing [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Research and development expense | $ 3,000 | $ 46,000 | $ 122,000 | $ 385,000 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies - Schedule of Estimated Useful Life of Assets Used to Compute Depreciation Using the Straight-Line Method (Detail) | 9 Months Ended |
Sep. 30, 2017 | |
Buildings and Other Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 10 years |
Buildings and Other Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 20 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | Remaining lease period |
Office Furniture and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 5 years |
Office Furniture and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 7 years |
Computer Equipment and Software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 3 years |
Computer Equipment and Software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 5 years |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Schedule of Amounts of Non-hedging Derivative Financial Instruments (Detail) - Derivatives Not Designated as Hedging Instruments [Member] - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | $ 3 | $ 9 |
Liability Derivatives | 5 | 19 |
Forward Purchase Contracts [Member] | Prepaid Expenses and Other Current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 3 | 9 |
Forward Purchase Contracts [Member] | Accrued Liabilities Current [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | $ 5 | $ 19 |
Concentrations of Credit Risk -
Concentrations of Credit Risk - Additional Information (Detail) $ in Thousands | Dec. 31, 2016USD ($)Customer | Sep. 30, 2017USD ($)Customer | Sep. 30, 2016Customer | Sep. 30, 2017USD ($)Customer | Sep. 30, 2016Customer |
Concentration Risk [Line Items] | |||||
Trade accounts receivable | $ | $ 110 | $ 0 | $ 0 | ||
Trade Accounts Receivable [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, number of customers | 1 | ||||
Revenue Concentration [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, number of customers | 3 | 4 | 3 | 4 | |
Customer 1 [Member] | Trade Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 100.00% | ||||
Customer 1 [Member] | Revenue Concentration [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 12.60% | 16.20% | 64.20% | 15.00% | |
Customer 2 [Member] | Revenue Concentration [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 19.50% | 18.60% | 8.00% | 22.90% | |
Customer 3 [Member] | Revenue Concentration [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 63.00% | 27.50% | 25.80% | 25.40% | |
Customer 4 [Member] | Revenue Concentration [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 35.50% | 32.80% |
Property and Equipment - Compon
Property and Equipment - Components of Property and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | $ 13,340 | $ 11,726 |
Less accumulated depreciation | (1,146) | (732) |
Property and equipment, net | 12,194 | 10,994 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 5,690 | 5,690 |
Buildings and Other Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 4,414 | 4,304 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 169 | 169 |
Office Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 1,673 | 1,506 |
Computer Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 20 | 20 |
Asset Under Construction [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | $ 1,374 | $ 37 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||||
Gross property and equipment | $ 13,340 | $ 13,340 | $ 11,726 | ||
Depreciation expense | 146 | $ 81 | 414 | $ 150 | |
Asset Under Construction [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Gross property and equipment | $ 1,374 | $ 1,374 | $ 37 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 06, 2017 | |
Related Party Transaction [Line Items] | |||||
Minimum net worth required | $ 300,000,000 | ||||
Cellectis (Parent) [Member] | |||||
Related Party Transaction [Line Items] | |||||
Minimum net worth required | $ 300,000,000 | $ 300,000,000 | |||
EURIBOR 12 [Member] | Cellectis (Parent) [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument, basis spread on variable rate | 5.00% | ||||
Management Agreement [Member] | Cellectis (Parent) [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, expenses from transactions with related party | 466,000 | $ 430,000 | $ 1,361,000 | $ 1,343,000 | |
Selling, General and Administrative [Member] | Management Agreement [Member] | Cellectis (Parent) [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, expenses from transactions with related party | 414,000 | 385,000 | 1,244,000 | 1,207,000 | |
Research and Development [Member] | Management Agreement [Member] | Cellectis (Parent) [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, expenses from transactions with related party | $ 52,000 | $ 45,000 | $ 117,000 | $ 136,000 |
Accrued Liabilities - Additiona
Accrued Liabilities - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Accrued liabilities | $ 636 | $ 363 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Omnibus Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 9,191 | $ 9,634 | ||
IPO [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 5,600 | |||
IPO [Member] | Omnibus Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Completion date of initial public offering | July 25, 2017 | |||
Compensation expense | 5,600 | $ 5,600 | ||
Nonemployee Restricted Stock Units [Member] | Omnibus Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | 385 | 393 | ||
Cellectis (Parent) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | 98 | $ 212 | 347 | $ 807 |
Cellectis (Parent) [Member] | Nonemployee Restricted Stock Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Dividends | $ 2,769 | $ 2,838 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-based Compensation Expense (Detail) - Omnibus Plan [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2017 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | $ 9,191 | $ 9,634 |
Selling, General and Administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 4,539 | 4,961 |
Research and Development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 4,652 | 4,673 |
Employee Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 3,891 | 3,891 |
Employee Restricted Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 706 | 1,141 |
Nonemployee Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 4,209 | 4,209 |
Nonemployee Restricted Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | $ 385 | $ 393 |
Stock-Based Compensation - Su36
Stock-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2016 | Sep. 30, 2017 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Number of shares, Outstanding, Beginning Balance | 1,930,600 | |
Number of shares, Granted | 2,120,347 | |
Number of shares, Exercised | (43,130) | |
Number of shares, Canceled | (20,825) | |
Number of shares, Outstanding, Ending Balance | 1,930,600 | 3,986,992 |
Number of shares, Exercisable at September 30, 2017 | 1,193,700 | |
Weighted average exercise price per share, Granted | $ 13.29 | |
Weighted average exercise price per share, Exercised | 4.14 | |
Weighted average exercise price per share, Canceled | 5.85 | |
Weighted average exercise price per share outstanding | $ 4.45 | 9.15 |
Weighted average exercise price per share Exercisable | $ 5.21 | |
Aggregate intrinsic value, Outstanding | $ 61,172 | |
Aggregate intrinsic value, Exercisable | $ 23,010 | |
Weighted average remaining contractual life, Outstanding | 9 years 1 month 6 days | 9 years 1 month 6 days |
Weighted average remaining contractual life, Exercisable | 8 years 3 months 19 days |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Options - Additional Information (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2017USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total unrecognized stock-based compensation expense related to non-vested stock options | $ 6.7 |
Unrecognized stock-based compensation expense related to non-vested stock options period of recognition | 4 years 3 months 19 days |
Dividend yield percentage | 0.00% |
IPO [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of stock options vested | shares | 1,159,914 |
Compensation expense | $ 5.6 |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock option, vesting period | 2 years |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock option, vesting period | 6 years |
Acceleration Vesting [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of vesting | 25.00% |
Stock-Based Compensation - Su38
Stock-Based Compensation - Summary of Assumptions used in Black-Scholes Model (Detail) | 9 Months Ended |
Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected dividend yield | 0.00% |
Risk-free interest rate, minimum | 1.25% |
Risk-free interest rate, maximum | 2.31% |
Expected volatility, minimum | 27.40% |
Expected volatility, maximum | 45.10% |
Cellectis (Parent) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected dividend yield | 0.00% |
Risk-free interest rate, minimum | 2.16% |
Risk-free interest rate, maximum | 2.31% |
Expected volatility, minimum | 37.50% |
Expected volatility, maximum | 42.30% |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life (in years) | 1 year 2 months 19 days |
Minimum [Member] | Cellectis (Parent) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life (in years) | 7 years 5 months 5 days |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life (in years) | 10 years |
Maximum [Member] | Cellectis (Parent) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life (in years) | 10 years |
Stock-Based Compensation - Su39
Stock-Based Compensation - Summary of Activity of Restricted Stock Units (Detail) - Restricted Stock Units [Member] | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of restricted stock units outstanding, Unvested beginning balance | shares | 0 |
Number of restricted stock units outstanding, Granted | shares | 1,452,333 |
Number of restricted stock units outstanding, Vested | shares | (39,200) |
Number of restricted stock units outstanding, Unvested ending balance | shares | 1,413,133 |
Weighted-average grant date fair value, Unvested beginning balance | $ / shares | $ 0 |
Weighted-average grant date fair value, Granted | $ / shares | 8 |
Weighted-average grant date fair value, Vested | $ / shares | 0 |
Weighted-average grant date fair value, Unvested ending balance | $ / shares | $ 8 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units - Additional Information (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized stock-based compensation expense, expected recognition weighted-average period | 4 years 3 months 19 days |
Restricted Stock Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized stock-based compensation expense related to restricted stock units | $ 8.5 |
Unrecognized stock-based compensation expense, expected recognition weighted-average period | 5 years 1 month 6 days |
Stock-Based Compensation - Pare
Stock-Based Compensation - Parent Awards - Additional Information (Detail) - Cellectis (Parent) [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 98 | $ 212 | $ 347 | $ 807 |
Stock Options and Warrants [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 98 | $ 212 | $ 347 | $ 807 |
Stock-Based Compensation - Su42
Stock-Based Compensation - Summary of Stock-based Compensation Expense, Recognized in Statements of Operations (Detail) - Cellectis (Parent) [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 98 | $ 212 | $ 347 | $ 807 |
Selling, General and Administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 2 | 5 | 7 | 17 |
Research and Development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 96 | $ 207 | $ 340 | $ 790 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 06, 2017 | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Other Commitments [Line Items] | |||||||
Operating lease expiration date | 2018-05 | ||||||
Total rent expense under operating lease | $ 65 | $ 63 | $ 195 | $ 206 | |||
Lease term | 20 years | 20 years | |||||
Annual base rent expense | $ 490 | 490 | |||||
Estimated annual base rent | $ 1,480 | $ 1,480 | |||||
Percentage of annual base rent | 8.00% | 8.00% | |||||
Due to related parties | $ 3,319 | 3,319 | $ 3,319 | $ 1,712 | |||
Forward purchase commitment amount | 1,600 | ||||||
Management Agreement [Member] | Cellectis (Parent) [Member] | |||||||
Other Commitments [Line Items] | |||||||
Due to related parties | $ 3,300 | $ 3,300 | $ 3,300 |
Commitments and Contingencies44
Commitments and Contingencies - Summary of Future Minimum Lease Commitments (Detail) $ in Thousands | Sep. 30, 2017USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2,017 | $ 56 |
2018 and beyond | 94 |
Total | $ 150 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Defined Contribution Plan Disclosure [Line Items] | ||||
Defined contribution plan description | The Company provides a 401(k) defined contribution plan (the Plan) for participation by all regular fulltime employees who have completed three months of service | |||
Percentage of matching contribution to plan | 100.00% | |||
Percentage of salary for matching contribution per employee | 3.00% | |||
Percentage of additional matching contribution to plan | 50.00% | |||
Contributions to the plan by employer | $ 22 | $ 17 | $ 67 | $ 49 |
Minimum [Member] | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Percentage of salary for additional matching contribution per employee | 3.00% | |||
Maximum [Member] | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Percentage of salary for additional matching contribution per employee | 5.00% |
Segment and Geographic Inform46
Segment and Geographic Information - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2017Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Number of reportable segments | 1 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2017 | |
Cellectis (Parent) [Member] | Maximum [Member] | |
Subsequent Event [Line Items] | |
Threshold percentage of ownership in outstanding common stock to enact indemnification agreement | 50.00% |