Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Jul. 30, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
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 | 32,346,355 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 105,620 | $ 56,664 |
Trade accounts receivable | 0 | 0 |
Due from related parties | 102 | 167 |
Prepaid expenses and other current assets | 1,475 | 626 |
Total current assets | 107,197 | 57,457 |
Property and equipment, net | 21,337 | 14,353 |
Other long-term assets | 307 | 357 |
Total assets | 128,841 | 72,167 |
Current liabilities: | ||
Due to related parties | 1,337 | 1,350 |
Accounts payable | 1,110 | 1,023 |
Accrued salaries, wages, and other compensation | 627 | 945 |
Accrued liabilities | 1,959 | 893 |
Current deferred revenue | 9 | 43 |
Total current liabilities | 5,042 | 4,254 |
Non-current deferred revenue | 116 | 289 |
Finance lease obligations and other long term liabilities | 17,444 | 10,148 |
Total liabilities | 22,602 | 14,691 |
Stockholder's equity: | ||
Common stock, $0.0001 par value; 275,000,000 shares authorized, 32,336,106 and 27,718,780 shares issued and outstanding as of June 30, 2018 and December 31, 2017, respectively | 3 | 3 |
Preferred stock, $0.0001 par value; 50,000,000 shares authorized, no shares issued or outstanding as of June 30, 2018 and December 31, 2017, respectively | ||
Additional paid-in capital | 172,730 | 112,021 |
Accumulated deficit | (66,494) | (54,548) |
Total stockholders' equity | 106,239 | 57,476 |
Total liabilities and stockholders' equity | $ 128,841 | $ 72,167 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 275,000,000 | 275,000,000 |
Common stock, shares issued | 32,336,106 | 27,718,780 |
Common stock, shares outstanding | 32,336,106 | 27,718,780 |
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 | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenue | $ 196 | $ 223 | $ 207 | $ 278 |
Operating expenses: | ||||
Cost of revenue | 0 | 0 | 0 | 0 |
Research and development | 3,093 | 1,453 | 4,186 | 2,719 |
Selling, general, and administrative | 4,595 | 2,010 | 7,809 | 3,588 |
Total operating expenses | 7,688 | 3,463 | 11,995 | 6,307 |
Loss from operations | (7,492) | (3,240) | (11,788) | (6,029) |
Interest expense, net | (72) | (30) | (140) | (44) |
Foreign currency transaction loss | (12) | (125) | (18) | (154) |
Loss before income taxes | (7,576) | (3,395) | (11,946) | (6,227) |
Income tax expense | 0 | 0 | 0 | 0 |
Net loss | $ (7,576) | $ (3,395) | $ (11,946) | $ (6,227) |
Basic and diluted loss per share | $ (0.25) | $ (0.17) | $ (0.41) | $ (0.32) |
Weighted average shares outstanding-basic and diluted | 29,840,827 | 19,600,000 | 28,851,491 | 19,600,000 |
Condensed Statement of Stockhol
Condensed Statement of Stockholders' Equity - 6 months ended Jun. 30, 2018 - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2017 | $ 57,476 | $ 3 | $ 112,021 | $ (54,548) |
Beginning balance, shares at Dec. 31, 2017 | 27,718,780 | |||
Net loss | (11,946) | (11,946) | ||
Common shares issued upon exercise of options and other | $ 1,241 | 1,241 | ||
Common shares issued upon exercise of options and other, shares | 333,899 | 559,826 | ||
Stock-based compensation | $ 2,427 | 2,427 | ||
Issuance of common stock | 57,041 | 57,041 | ||
Issuance of common stock, shares | 4,057,500,000 | |||
Ending balance at Jun. 30, 2018 | $ 106,239 | $ 3 | $ 172,730 | $ (66,494) |
Ending balance, shares at Jun. 30, 2018 | 32,336,106 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Operating activities | ||
Net loss | $ (11,946) | $ (6,227) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 371 | 268 |
Stock-based compensation | 2,427 | 692 |
Unrealized transaction gain (loss) on related party activity | 6 | (156) |
Changes in operating assets and liabilities: | ||
Trade accounts receivable | 0 | 110 |
Due to/from related parties | 47 | 1,213 |
Prepaid expenses and other assets | (799) | (448) |
Accounts payable | 87 | 284 |
Accrued salaries, wages, and other compensation | (318) | 10 |
Accrued liabilities | 1,504 | 369 |
Deferred revenue | (207) | (178) |
Net cash used in operating activities | (8,828) | (4,063) |
Investing activities | ||
Purchases of property and equipment, net | (498) | (608) |
Net cash used in investing activities | (498) | (608) |
Financing activities | ||
Advance from Parent | 3,000 | |
Costs incurred related to the issuance of stock | (665) | (834) |
Proceeds from common stock issuance | 57,706 | |
Proceeds from the exercise of stock options | 1,241 | |
Net cash provided by financing activities | 58,282 | 2,166 |
Net decrease in cash and cash equivalents | 48,956 | (2,505) |
Cash and cash equivalents-beginning of period | 56,664 | 5,026 |
Cash and cash equivalents-end of period | 105,620 | 2,521 |
Supplemental cash flow information | ||
Interest paid | 207 | |
Supplemental non-cash investing and financing transactions: | ||
Property and equipment included in financing lease obligation | 7,096 | |
Offering costs in accounts payable and accrued liabilities | $ 445 | $ 1,269 |
Nature of Business
Nature of Business | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | . Nature of Business Calyxt, Inc., formerly known as Cellectis Plant Sciences, Inc., was founded in 2010 and incorporated in Delaware. The Company is headquartered in Roseville, Minnesota. The Company is a consumer-centric, food- and agriculture-focused company. Prior to the Company’s initial public offering (IPO) on July 25, 2017, Calyxt was a wholly owned subsidiary of Cellectis. As of June 30, 2018, Cellectis owned approximately 70.2% 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 S-X. This interim information should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K 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 option 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, the proceeds of which are included in the net proceeds of approximately $58.0 million. The Company used $5.7 million of the proceeds from Cellectis to pay a portion of the outstanding obligations owed to Cellectis. Follow-on Public Offering On May 22, 2018, the Company completed a follow-on follow-on follow-on |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
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 The Company had no trade accounts receivables as of June 30, 2018 or December 31, 2017. Prepaid Expenses and Other Current Assets Other current assets represent prepayments, research and development (R&D) tax credits, deferred costs, purchased seed contracts 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 Leases are classified as either finance or operating leases, with such classification affecting the pattern of expense recognition in the income statement. In September 2017, the Company entered into a financing lease with respect to the Company’s new corporate headquarters. Refer to Note 10 for more detail. 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. 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 six months ended June 30, 2018 or June 30, 2017. 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 six months ended June 30, 2018 or June 30, 2017. Fair Value Measurements at June 30, 2018 (in thousands) Level 1 Level 2 Level 3 Net Balance Asset at Fair Value: Forward purchase contracts — $ 9 — $ 9 Total Assets at Fair Value — $ 9 — $ 9 Liabilities at Fair Value Forward purchase contracts — $ 363 — $ 363 Total Liabilities at Fair Value — $ 363 — $ 363 Fair Value Measurements at December 31, 2017, (in thousands) Level 1 Level 2 Level 3 Net Balance Asset at Fair Value: Forward purchase contracts — $ 3 — $ 3 Total Assets at Fair Value — $ 3 — $ 3 Liabilities at Fair Value Forward purchase contracts — $ 4 — $ 4 Total Liabilities at Fair Value — $ 4 — $ 4 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 table below summarizes the carrying value of derivative instruments as of June 30, 2018 and December 31, 2017. Asset Derivatives Liability Derivatives Derivatives not designated as hedging instruments under ASC Topic 815 Balance Fair Value Balance Fair Value June 30, December 31, June 30, December 31, (in thousands) (in thousands) Forward purchase contracts Prepaid expenses and $ 9 $ 3 Accrued Liabilities $ 363 $ 4 Total derivatives $ 9 $ 3 $ 363 $ 4 As of June 30, 2018, and December 31, 2017, the Company had asset derivatives of $9 thousand and $3 thousand, respectively, and liability derivatives related to forward purchase contracts of $363 thousand and $4 thousand, respectively. The number of farmers and bushels increase in 2018 versus 2017 and a decrease in the futures price of soybean lead to an increase in the liability balance period over period. Increases or decreases of the grain futures price will impact these balances and could lead to significant changes in the balances. Patents The Company expenses patent costs, including related legal costs, as incurred. Costs to write, maintain, in-license, 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 standalone 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 standalone 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. No new revenue arrangements were entered into during the six months ended June 30, 2018. 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. Cost of revenue was $0 for the three and six months ended June 30, 2018 and 2017. 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, stock compensation and related costs of the Company’s scientists, in-licensing The Company in-licenses up-front Stock-Based Compensation The Company measures employee and nonemployee stock-based awards at grant-date fair value and records compensation expense using the accelerated attribution method over the vesting period of the award. Stock-based awards issued to nonemployees are remeasured until the award vests. The Company uses the Black-Scholes option pricing model to value its stock option awards. Estimating the fair value of stock option awards requires management to apply judgment and make estimates, including the volatility of the Company’s common stock, the expected term of the Company’s stock options and the expected dividend. The Company accounts for forfeitures as they occur, rather than estimating expected forfeitures. The expected term of stock options is estimated using the simplified method, or lattice method when appropriate, for employee options as the Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. For options granted to nonemployees, the Company uses the remaining contractual life. For stock price volatility, the Company uses comparable public companies as a basis for its expected volatility to calculate the fair value of option grants. The Company assumes no dividend yield because dividends are not expected to be paid to stockholders in the near future, which is consistent with the Company’s history of not paying dividends to stockholders. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected life of the option. Interest Expense and Income The Company nets interest expense incurred from the financing lease obligation and interest income earned from the interest on the cash balances within the condensed statement of operations. The interest expense and income for the three months ended June 30, 2018 was $317 thousand and $245 thousand, respectively. The interest expense and income for the six months ended June 30, 2018 was $552 thousand and $412 thousand, respectively. 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. 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 Recently Issued Accounting Pronouncements As an emerging growth company, the Company has elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Exchange Act. 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 February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). not-for-profit 2016-02 2016-02 In May 2017, the FASB issued ASU 2017-09, Compensation Stock Compensation (Topic 718): Scope of Modification Accounting In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting not-for-profit 2018-07 |
Concentrations of Credit Risk
Concentrations of Credit Risk | 6 Months Ended |
Jun. 30, 2018 | |
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. Cash and cash equivalents concentration — Trade accounts receivable concentration Revenue concentration — |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 4. Property and Equipment Property and equipment consists of the following: (Amounts in Thousands) As of As of Land $ 5,690 $ 5,690 Buildings and other improvements 14,747 4,414 Leasehold improvements 52 169 Office furniture and equipment 2,317 1,672 Computer equipment and software 0 20 Assets under construction 0 3,671 22,806 15,636 Less accumulated depreciation (1,469 ) (1,283 ) Property and equipment, net $ 21,337 $ 14,353 As of June 30, 2018, the Company capitalized $10.7 million from assets under construction which consists of building and site improvements, office equipment & furniture and architect fees related to construction of the Company’s new corporate headquarters. Of this amount, $10.2 million was funded by the lease obligation pursuant to the sale-leaseback transaction described in Note 10. Following its substantial completion in May 2018, the completed asset was capitalized and will be depreciated over the term of the lease. Depreciation expense was $215 thousand and $134 thousand for the three months ended June 30, 2018 and 2017, respectively. Depreciation expense was $371 thousand and $268 thousand for the six months ended June 30, 2018 and 2017, respectively. |
Related-Party Transactions
Related-Party Transactions | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 5. Related-Party Transactions Due from related parties consists of receivables due from another subsidiary of Cellectis related to payroll services provided by Calyxt to this other subsidiary of Cellectis. Due to related parties consists of license fees, amounts owed under the intercompany management agreement, and interest charged on outstanding amounts. Amounts due to Cellectis 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. The Company has a management agreement with Cellectis, in which the Company pays Cellectis a monthly fee for certain services provided by Cellectis, 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 $399 thousand and $482 thousand for the three months ended June 30, 2018 and 2017, respectively. For the three months ended June 30, 2018 and 2017, the Company classified $364 thousand and $446 thousand, respectively, as a component of sales, general, and administrative expenses while $35 thousand and $36 thousand, respectively, were classified as a component of R&D expenses. The Company recorded expenses associated with the management agreement of $979 and $895 thousand for the six months ended June 30, 2018 and 2017, respectively. For the six months ended June 30, 2018 and 2017, the Company classified $899 thousand and $830 thousand, respectively, as a component of sales, general, and administrative expenses, while $80 thousand and $65 thousand, respectively, were classified as a component of R&D expenses. As of June 30, 2018, and December 31, 2017, the Company had short-term Cellectis obligations of $1.3 million and $1.4 million, respectively, consisting of amounts owed under the intercompany management agreement for services provided by Cellectis and costs incurred by Cellectis on behalf of the Company. Cellectis entered into a Lease Guaranty with the landlord for the Company’s new headquarters, whereby Cellectis has guaranteed all of 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. On November 10, 2017, Calyxt 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 Calyxt’s outstanding common stock. 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 for the TALEN 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. During the quarter ended June 30, 2018, Cellectis purchased 550,000 shares of common stock in the Company’s follow-on |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Jun. 30, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | 6. Accrued Liabilities As of June 30, 2018, and December 31, 2017, the Company had accrued liabilities of $1,959 thousand and $893 thousand, respectively, which consist of purchase commitments and miscellaneous operating expenses. |
Net Loss per Share
Net Loss per Share | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 7. Net Loss per Share Basic loss 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 and restricted stock units (RSUs) are excluded from the calculation since they are anti-dilutive. Due to the existence of net losses for the three- and six-month |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 8. Stock-Based Compensation Calyxt, Inc. Equity Incentive Plans The Company adopted the Calyxt, Inc. Equity Incentive Plan, or the Initial 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 the Company’s employees and nonemployees, as well as certain employees and nonemployees of Cellectis. The options granted under the Initial Plan and the Omnibus Plan, which were only eligible for exercise following the completion of the IPO on July 25, 2017, have an exercise price equal to the estimated fair value of the stock at the grant date for the Omnibus Plan and the grant date for the Initial Plan, respectively. 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 Six Months Ended 2018 2017 2018 2017 Stock-based compensation expense for: Employee stock options $ 278 $ — $ 576 $ — Employee restricted stock units 384 435 819 435 Nonemployee stock options 1,138 — 426 — Nonemployee restricted stock units 492 8 403 8 $ 2,292 $ 443 $ 2,224 $ 443 Three Months Ended Six Months Ended 2018 2017 2018 2017 Stock-based compensation expense/(benefit) in operating expenses: Selling, general and administrative $ 967 $ 422 $ 1,336 $422 Research and development 1,325 21 888 21 $ 2,292 $ 443 $ 2,224 $443 For accounting purposes, the Company treats stock-based compensation awards granted to employees of Cellectis as deemed dividends to Cellectis, which are recorded quarterly. The Company recorded $663 thousand and $1.4 million and $69 thousand and $69 thousand in deemed dividends to Cellectis in the three and six months ended June 30, 2018 and 2017, respectively, for RSUs and stock options granted to employees of Cellectis. Equity instruments issued to non-employees Stock Options The following table summarizes stock option activity for the six months ended June 30, 2018: Number of Weighted- Aggregate Weighted- Outstanding at December 31, 2017 3,883,432 $ 9.16 $ 49,965 8.8 Granted 83,625 $ 23.03 Exercised (333,899 ) $ 3.72 $ 5,159 Canceled (249,900 ) $ 13.29 Outstanding at June 30, 2018 3,383,258 $ 9.74 $ 30,864 8.4 Exercisable at June 30, 2018 1,361,055 $ 7.13 $ 15,977 8.0 The weighted average grant date fair value for stock options granted during the six months ended June 30, 2018 and 2017 was $10.27 and $2.41, respectively. The total fair value of stock options vested during the six months ended June 30, 2018 and 2017 was $2.2 million and $0, respectively. The aggregate intrinsic value of stock options exercised during the six months ended June 30, 2018 and 2017 was $5.2 million and $0, respectively. At June 30, 2018, the total unrecognized stock-based compensation expense related to non-vested 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 Initial Plan. The Company has not historically paid dividends to its stockholders and currently does not anticipate paying any 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: Six Months Ended 2018 2017 Expected dividend yield 0% 0% Risk-free interest rate 2.45-2.82% 1.25% - 2.31% Expected volatility 40.9%-54.7% 27.4% - 42.5% Expected life (in years) 6.34-9.21 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, 2017 1,373,933 $ 8.00 Granted 27,875 $ 23.03 Vested (186,727 ) $ 8.00 Canceled (171,500 ) $ 8.00 Unvested balance at June 30, 2018 1,043,581 $ 8.40 The weighted average grant date fair value for RSUs granted during the six months ended June 30, 2018 and 2017 was $23.03 and $8.00, respectively. The total fair value of RSUs vested during the six months ended June 30, 2018 and 2017 was $1.7 million and $314 thousand, respectively. As of June 30, 2018, the Company had approximately $4.6 million of unrecognized stock-based compensation expense related to restricted stock units that is expected to be recognized over a weighted-average period of 4.6 years. Cellectis Equity Incentive Plans Cellectis grants stock options to certain employees of Calyxt. Compensation costs related to the grant of Cellectis awards to Calyxt’s employees has been recognized in the statements of operations with a corresponding credit to stockholders’ equity, representing Cellectis’ 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 Cellectis’ stock price, and expected dividends. The following table provides the range of assumptions used in the Black-Scholes model for Cellectis awards: Six Months Ended 2018 2017 Expected dividend yield 0% 0% Risk-free interest rate 0.03%-0.94% 2.16%-2.31% Expected volatility 59.09%-65.64% 37.5%-42.3% Expected life (in years) 6.00-6.12 7.43-10 The Company recognized stock-based compensation expense related to Cellectis’ grants of stock options and warrants to Calyxt employees and consultants of $96 thousand and $115 thousand for the three-month periods ended June 30, 2018 and 2017, respectively. The Company recognized stock-based compensation expense related to its Cellectis’ grants of stock options and warrants to Calyxt employees and consultants of $203 thousand and $249 thousand for the six-month Three Months Ended Six Months Ended 2018 2017 2018 2017 Stock-based compensation expense in operating expenses: Selling, general and administrative $ 53 $ 10 $ 106 $ 13 Research and development 43 105 97 236 $ 96 $ 115 $ 203 $ 249 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2018 | |
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. On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act tax reform legislation. This legislation makes significant changes in U.S. tax law including a reduction in the corporate tax rates, changes to net operating loss carryforwards and carrybacks, and a repeal of the corporate alternative minimum tax. The legislation reduced the U.S. corporate tax rate from the current rate of 35% to 21%. As a result of the enacted law, the Company was required to revalue deferred tax assets and liability at the enacted rate. This revaluation didn’t have any income tax expense impact due to the full valuation allowance. The other provisions of the Tax Cuts and Jobs Act did not have a material impact on the second quarter financial statements. The Company has applied the guidance in ASU 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 As of June 30, 2018, there were no material changes to what the Company disclosed regarding tax uncertainties or penalties as of December 31, 2017. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
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. Except as discussed in the following paragraph, the Company has not identified any legal matters needing to be recorded or disclosed as of June 30, 2018. In December 2013, the Company entered into a Research and Commercial License Agreement (the License Agreement) with a subsidiary of Bayer Aktiengesellschaft (Bayer), pursuant to which we granted Bayer a license to certain patents for the research and commercialization of certain products developed with the Company’s TALEN technology. The Company believed that Bayer breached the License Agreement by filing patent applications in violation of the License Agreement’s provisions and by failing to make a payment due under the License Agreement. Accordingly, the Company gave notice to Bayer of its termination of the License Agreement, and on March 12, 2018, the Company filed a complaint in Delaware Chancery Court alleging that it properly terminated the License Agreement for Bayer’s material breach. On May 15, 2018, Bayer agreed to settle the lawsuit that the Company brought. Under the settlement terms, the parties agreed that the License Agreement is terminated, that Bayer will destroy any technology, related product and confidential information covered by the License Agreement, and that Bayer will permanently abandon patent applications that are based on or include data related to the covered technology. This settlement confirms that Bayer and its subsidiaries have no access to Calyxt technology or intellectual property. The settlement was filed in Delaware Chancery Court on May 15, 2018. Leases The Company has several leases that are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. Significant leases are described below. Prior Building Lease The Company leased office space at 600 County Road D West, Suite 8, New Brighton, Minnesota 55112, under an operating lease that expired in June 2018. Rent expense with respect to this lease was recognized using the straight-line method over the term of the lease. In addition to minimum lease payments, the office lease required payment of a proportionate share of real estate taxes and building operating expenses. Total rent expense for the office space was $77 thousand and $65 thousand for the three months ended June 30, 2018 and 2017, respectively. Total rent expense for the office space was $154 thousand and $130 thousand for the six months ended June 30, 2018 and 2017, respectively. Financing Lease The Company entered into a sale-leaseback 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 nearly 40,000 square-foot corporate headquarters which includes office, research laboratory space and outdoor growing plots. During the construction period, which ended in June 2018, the Company initially paid annual base rent of $490 thousand until the property was substantially completed in May, at which time, the lease commenced. Under the lease, the Company now pays an annual base rent of approximately $1.4 million. 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 for the facilities, 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. On November 10, 2017, Calyxt 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 Calyxt’s outstanding common stock. The Company was responsible for construction cost overruns during the construction period. As a result of this involvement, the Company was deemed the “owner” for accounting purposes during the construction period and was required to capitalize the construction costs on the balance sheet. Lease payments will decrease the finance obligation recorded on the balance sheet, net of implied interest. The sale of the land and structures does not qualify for sale-leaseback accounting under ASC Topic 840, Leases As of June 30, 2018, the Company capitalized $10.7 million from assets under construction which consist of building and site improvements, office equipment and furniture and architect fees related to construction of the Company’s new corporate headquarters. Of this amount, $10.2 million was funded by the lease obligation pursuant to the sale-leaseback transaction. The Company recognized $549 thousand and $0 of interest expense related to this arrangement for the six months ended June 30, 2018 and 2017, respectively. Obligations to Cellectis As of June 30, 2018, and December 31, 2017, the Company had short-term Cellectis obligations of $1.3 million and $1.4 million, respectively, consisting of amounts owed under the intercompany management agreement for services provided by Cellectis and costs incurred by Cellectis on behalf of the Company (Note 5). Forward Purchase Commitments As of June 30, 2018, and December 31, 2017, the Company has forward purchase commitments with growers to purchase seed and grain at future dates in the amount of approximately $7.7 million and $1.6 million, respectively, which 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 | 6 Months Ended |
Jun. 30, 2018 | |
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 $27 thousand and $18 thousand for the three months ended June 30, 2018 and 2017, respectively. Company contributions to the Plan totaled $76 thousand and $45 thousand for the six months ended June 30, 2018 and 2017, respectively. |
Segment and Geographic Informat
Segment and Geographic Information | 6 Months Ended |
Jun. 30, 2018 | |
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 United States. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events None. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
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 The Company had no trade accounts receivables as of June 30, 2018 or December 31, 2017. |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Other current assets represent prepayments, research and development (R&D) tax credits, deferred costs, purchased seed contracts 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 Leases are classified as either finance or operating leases, with such classification affecting the pattern of expense recognition in the income statement. In September 2017, the Company entered into a financing lease with respect to the Company’s new corporate headquarters. Refer to Note 10 for more detail. |
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. 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 six months ended June 30, 2018 or June 30, 2017. |
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 six months ended June 30, 2018 or June 30, 2017. Fair Value Measurements at June 30, 2018 (in thousands) Level 1 Level 2 Level 3 Net Balance Asset at Fair Value: Forward purchase contracts — $ 9 — $ 9 Total Assets at Fair Value — $ 9 — $ 9 Liabilities at Fair Value Forward purchase contracts — $ 363 — $ 363 Total Liabilities at Fair Value — $ 363 — $ 363 Fair Value Measurements at December 31, 2017, (in thousands) Level 1 Level 2 Level 3 Net Balance Asset at Fair Value: Forward purchase contracts — $ 3 — $ 3 Total Assets at Fair Value — $ 3 — $ 3 Liabilities at Fair Value Forward purchase contracts — $ 4 — $ 4 Total Liabilities at Fair Value — $ 4 — $ 4 |
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 table below summarizes the carrying value of derivative instruments as of June 30, 2018 and December 31, 2017. Asset Derivatives Liability Derivatives Derivatives not designated as hedging instruments under ASC Topic 815 Balance Fair Value Balance Fair Value June 30, December 31, June 30, December 31, (in thousands) (in thousands) Forward purchase contracts Prepaid expenses and $ 9 $ 3 Accrued Liabilities $ 363 $ 4 Total derivatives $ 9 $ 3 $ 363 $ 4 As of June 30, 2018, and December 31, 2017, the Company had asset derivatives of $9 thousand and $3 thousand, respectively, and liability derivatives related to forward purchase contracts of $363 thousand and $4 thousand, respectively. The number of farmers and bushels increase in 2018 versus 2017 and a decrease in the futures price of soybean lead to an increase in the liability balance period over period. Increases or decreases of the grain futures price will impact these balances and could lead to significant changes in the balances. |
Patents | Patents The Company expenses patent costs, including related legal costs, as incurred. Costs to write, maintain, in-license, |
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 standalone 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 standalone 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. No new revenue arrangements were entered into during the six months ended June 30, 2018. |
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. Cost of revenue was $0 for the three and six months ended June 30, 2018 and 2017. |
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, stock compensation and related costs of the Company’s scientists, in-licensing The Company in-licenses up-front |
Stock Based Compensation | Stock-Based Compensation The Company measures employee and nonemployee stock-based awards at grant-date fair value and records compensation expense using the accelerated attribution method over the vesting period of the award. Stock-based awards issued to nonemployees are remeasured until the award vests. The Company uses the Black-Scholes option pricing model to value its stock option awards. Estimating the fair value of stock option awards requires management to apply judgment and make estimates, including the volatility of the Company’s common stock, the expected term of the Company’s stock options, and the expected dividend. The Company accounts for forfeitures as they occur, rather than estimating expected forfeitures. The expected term of stock options is estimated using the simplified method, or lattice method when appropriate, for employee options as the Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. For options granted to nonemployees, the Company uses the remaining contractual life. For stock price volatility, the Company uses comparable public companies as a basis for its expected volatility to calculate the fair value of option grants. The Company assumes no dividend yield because dividends are not expected to be paid to stockholders in the near future, which is consistent with the Company’s history of not paying dividends to stockholders. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected life of the option. |
Interest Expense and Income | Interest Expense and Income The Company nets interest expense incurred from the financing lease obligation and interest income earned from the interest on the cash balances within the condensed statement of operations. The interest expense and income for the three months ended June 30, 2018 was $317 thousand and $245 thousand, respectively. The interest expense and income for the six months ended June 30, 2018 was $552 thousand and $412 thousand, respectively. |
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. |
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 |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements As an emerging growth company, the Company has elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Exchange Act. 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 February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). not-for-profit 2016-02 2016-02 In May 2017, the FASB issued ASU 2017-09, Compensation Stock Compensation (Topic 718): Scope of Modification Accounting In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting not-for-profit 2018-07 |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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 |
Summary of Fair Value Measurements | Fair Value Measurements at June 30, 2018 (in thousands) Level 1 Level 2 Level 3 Net Balance Asset at Fair Value: Forward purchase contracts — $ 9 — $ 9 Total Assets at Fair Value — $ 9 — $ 9 Liabilities at Fair Value Forward purchase contracts — $ 363 — $ 363 Total Liabilities at Fair Value — $ 363 — $ 363 Fair Value Measurements at December 31, 2017, (in thousands) Level 1 Level 2 Level 3 Net Balance Asset at Fair Value: Forward purchase contracts — $ 3 — $ 3 Total Assets at Fair Value — $ 3 — $ 3 Liabilities at Fair Value Forward purchase contracts — $ 4 — $ 4 Total Liabilities at Fair Value — $ 4 — $ 4 |
Schedule of Amounts of Non-hedging Derivative Financial Instruments | The table below summarizes the carrying value of derivative instruments as of June 30, 2018 and December 31, 2017. Asset Derivatives Liability Derivatives Derivatives not designated as Balance Fair Value Balance Fair Value June 30, December 31, June 30, December 31, (in thousands) (in thousands) Forward purchase contracts Prepaid expenses and $ 9 $ 3 Accrued Liabilities $ 363 $ 4 Total derivatives $ 9 $ 3 $ 363 $ 4 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Components of Property and Equipment | Property and equipment consists of the following: (Amounts in Thousands) As of As of Land $ 5,690 $ 5,690 Buildings and other improvements 14,747 4,414 Leasehold improvements 52 169 Office furniture and equipment 2,317 1,672 Computer equipment and software 0 20 Assets under construction 0 3,671 22,806 15,636 Less accumulated depreciation (1,469 ) (1,283 ) Property and equipment, net $ 21,337 $ 14,353 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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 Six Months Ended 2018 2017 2018 2017 Stock-based compensation expense for: Employee stock options $ 278 $ — $ 576 $ — Employee restricted stock units 384 435 819 435 Nonemployee stock options 1,138 — 426 — Nonemployee restricted stock units 492 8 403 8 $ 2,292 $ 443 $ 2,224 $ 443 Three Months Ended Six Months Ended 2018 2017 2018 2017 Stock-based compensation expense/(benefit) in operating expenses: Selling, general and administrative $ 967 $ 422 $ 1,336 $422 Research and development 1,325 21 888 21 $ 2,292 $ 443 $ 2,224 $443 |
Summary of Stock Option Activity | The following table summarizes stock option activity for the six months ended June 30, 2018: Number of Weighted- Aggregate Weighted- Outstanding at December 31, 2017 3,883,432 $ 9.16 $ 49,965 8.8 Granted 83,625 $ 23.03 Exercised (333,899 ) $ 3.72 $ 5,159 Canceled (249,900 ) $ 13.29 Outstanding at June 30, 2018 3,383,258 $ 9.74 $ 30,864 8.4 Exercisable at June 30, 2018 1,361,055 $ 7.13 $ 15,977 8.0 |
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: Six Months Ended 2018 2017 Expected dividend yield 0% 0% Risk-free interest rate 2.45-2.82% 1.25% - Expected volatility 40.9%-54.7% 27.4% Expected life (in years) 6.34-9.21 1.22 - |
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, 2017 1,373,933 $ 8.00 Granted 27,875 $ 23.03 Vested (186,727 ) $ 8.00 Canceled (171,500 ) $ 8.00 Unvested balance at June 30, 2018 1,043,581 $ 8.40 |
Cellectis (Parent) [Member] | |
Summary of Stock-based Compensation Expense | The following table summarizes the stock-based compensation expense for Cellectis awards (in thousands), which was recognized in the Company’s statements of operations: Three Months Ended Six Months Ended 2018 2017 2018 2017 Stock-based compensation expense in operating expenses: Selling, general and administrative $ 53 $ 10 $ 106 $ 13 Research and development 43 105 97 236 $ 96 $ 115 $ 203 $ 249 |
Summary of Assumptions used in Black-Scholes Model | The following table provides the range of assumptions used in the Black-Scholes model for Cellectis awards: Six Months Ended 2018 2017 Expected dividend yield 0% 0% Risk-free interest rate 0.03%-0.94% 2.16%-2.31% Expected volatility 59.09%-65.64% 37.5%-42.3% Expected life (in years) 6.00-6.12 7.43-10 |
Nature of Business - Additional
Nature of Business - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | May 22, 2018 | Jul. 25, 2017 | Jun. 30, 2018 | Jun. 30, 2018 |
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 and exercise of overallotment | $ 57,041 | |||
Cellectis (Parent) [Member] | ||||
Nature of Business [Line Items] | ||||
Percentage of ownership in outstanding common stock | 70.20% | 70.20% | ||
Common stock, issued and sold | 2,500,000 | |||
Net proceeds from issuance of common stock 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 | 8,050,000 | |||
Common stock issued price per share | $ 8 | |||
Underwriters Option to Purchase Additional Shares [Member] | ||||
Nature of Business [Line Items] | ||||
Common stock, issued and sold | 457,500 | 1,050,000 | ||
Follow-on Public Offering [Member] | ||||
Nature of Business [Line Items] | ||||
Common stock, issued and sold | 4,057,500 | |||
Common stock issued price per share | $ 15 | |||
Underwriting discounts and commissions | $ 3,200 | |||
Offering expenses | 700 | |||
Net proceeds from issuance of common stock and exercise of overallotment | $ 57,000 | |||
Follow-on Public Offering [Member] | Cellectis (Parent) [Member] | ||||
Nature of Business [Line Items] | ||||
Common stock, issued and sold | 550,000 | 550,000 | ||
Common stock issued price per share | $ 15 | $ 15 | ||
Net proceeds from issuance of common stock and exercise of overallotment | $ 8,300 | |||
Outstanding obligation paid to parent | $ 57,000 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Significant Accounting Policies [Line Items] | |||||
Trade accounts receivable | $ 0 | $ 0 | $ 0 | ||
Impairment of long-lived assets | 0 | $ 0 | 0 | $ 0 | |
Fair value movements between Level 2 and Level 3 | 0 | 0 | |||
Cost of revenue | 0 | 0 | 0 | 0 | 0 |
Interest expense on financing lease obligation | 317,000 | 552,000 | |||
Interest income | 245,000 | 412,000 | |||
Forward Purchase Contracts [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Asset Derivatives | 9,000 | 9,000 | 3,000 | ||
Liability Derivatives | 363,000 | 363,000 | $ 4,000 | ||
Level 3 [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Financial instruments classified as Level 3 | $ 0 | $ 0 | $ 0 | $ 0 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies - Schedule of Estimated Useful Life of Assets Used to Compute Depreciation Using the Straight-Line Method (Detail) | 6 Months Ended |
Jun. 30, 2018 | |
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 Accoun27
Summary of Significant Accounting Policies - Summary of Fair Value Measurements (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Asset at Fair Value: | ||
Total Assets at Fair Value | $ 9 | $ 3 |
Liabilities at Fair Value | ||
Total Liabilities at Fair Value | 363 | 4 |
Forward Purchase Contracts [Member] | ||
Asset at Fair Value: | ||
Forward purchase contracts | 9 | 3 |
Liabilities at Fair Value | ||
Forward purchase contracts | 363 | 4 |
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | ||
Asset at Fair Value: | ||
Total Assets at Fair Value | 9 | 3 |
Liabilities at Fair Value | ||
Total Liabilities at Fair Value | 363 | 4 |
Fair Value, Measurements, Recurring [Member] | Forward Purchase Contracts [Member] | Level 2 [Member] | ||
Asset at Fair Value: | ||
Forward purchase contracts | 9 | 3 |
Liabilities at Fair Value | ||
Forward purchase contracts | $ 363 | $ 4 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Schedule of Amounts of Non-hedging Derivative Financial Instruments (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Forward Purchase Contracts [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | $ 9 | $ 3 |
Liability Derivatives | 363 | 4 |
Derivatives Not Designated as Hedging Instruments [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 9 | 3 |
Liability Derivatives | 363 | 4 |
Derivatives Not Designated as Hedging Instruments [Member] | Forward Purchase Contracts [Member] | Prepaid Expenses and Other Current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 9 | 3 |
Derivatives Not Designated as Hedging Instruments [Member] | Forward Purchase Contracts [Member] | Accrued Liabilities Current [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | $ 363 | $ 4 |
Concentrations of Credit Risk -
Concentrations of Credit Risk - Additional Information (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018USD ($)Customer | Jun. 30, 2017Customer | Jun. 30, 2018USD ($)Customer | Jun. 30, 2017Customer | Dec. 31, 2017USD ($) | |
Concentration Risk [Line Items] | |||||
Trade accounts receivable | $ | $ 0 | $ 0 | $ 0 | ||
Revenue Concentration [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, number of customers | Customer | 1 | 2 | 1 | 2 | |
Revenue Concentration [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 99.00% | 98.00% | |||
Customer 1 [Member] | Revenue Concentration [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 83.00% | 72.00% | |||
Customer 2 [Member] | Revenue Concentration [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 12.00% | 20.00% |
Property and Equipment - Compon
Property and Equipment - Components of Property and Equipment (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | $ 22,806 | $ 15,636 |
Less accumulated depreciation | (1,469) | (1,283) |
Property and equipment, net | 21,337 | 14,353 |
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 | 14,747 | 4,414 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 52 | 169 |
Office Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 2,317 | 1,672 |
Computer Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 0 | 20 |
Asset Under Construction [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | $ 0 | $ 3,671 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 215 | $ 134 | $ 371 | $ 268 |
Asset Under Construction [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Capitalized cost from assets under construction | 10,700 | 10,700 | ||
Assets Under Construction Held Under Finance Lease [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Capitalized cost from assets under construction | $ 10,200 | $ 10,200 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) - USD ($) | May 22, 2018 | Jul. 25, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | |||||||
Due to related parties | $ 1,337,000 | $ 1,337,000 | $ 1,350,000 | ||||
Minimum net worth required | 300,000,000 | 300,000,000 | |||||
Cellectis (Parent) [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Minimum net worth required | $ 300,000,000 | $ 300,000,000 | |||||
Common stock, issued and sold | 2,500,000 | ||||||
Cellectis (Parent) [Member] | Maximum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Threshold percentage of ownership in outstanding common stock to enact indemnification agreement | 50.00% | ||||||
Restricted Stock Units [Member] | Cellectis (Parent) [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock, issued and sold | 63,175 | ||||||
Common stock issued price per share | $ 19.49 | $ 19.49 | |||||
EURIBOR 12 [Member] | Cellectis (Parent) [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 5.00% | ||||||
Follow-on Public Offering [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock, issued and sold | 4,057,500 | ||||||
Common stock issued price per share | $ 15 | ||||||
Follow-on Public Offering [Member] | Cellectis (Parent) [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock, issued and sold | 550,000 | 550,000 | |||||
Common stock issued price per share | $ 15 | $ 15 | |||||
Management Agreement [Member] | Cellectis (Parent) [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction, expenses from transactions with related party | $ 399,000 | $ 482,000 | $ 979,000 | $ 895,000 | |||
Due to related parties | 1,300,000 | 1,300,000 | $ 1,400,000 | ||||
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 | 364,000 | 446,000 | 899,000 | 830,000 | |||
Research and Development [Member] | Management Agreement [Member] | Cellectis (Parent) [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction, expenses from transactions with related party | $ 35,000 | $ 36,000 | $ 80,000 | $ 65,000 |
Accrued Liabilities - Additiona
Accrued Liabilities - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Accrued liabilities | $ 1,959 | $ 893 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
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 | |||
Cellectis (Parent) [Member] | Nonemployee Restricted Stock Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Dividends | $ 663 | $ 69 | $ 1,400 | $ 69 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-based Compensation Expense (Detail) - Omnibus Plan [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 2,292 | $ 443 | $ 2,224 | $ 443 |
Selling, General and Administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 967 | 422 | 1,336 | 422 |
Research and Development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 1,325 | 21 | 888 | 21 |
Employee Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 278 | 576 | ||
Employee Restricted Stock Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 384 | 435 | 819 | 435 |
Nonemployee Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 1,138 | 426 | ||
Nonemployee Restricted Stock Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 492 | $ 8 | $ 403 | $ 8 |
Stock-Based Compensation - Su36
Stock-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Number of shares, Outstanding, Beginning Balance | 3,883,432 | ||
Number of shares, Granted | 83,625 | ||
Number of shares, Exercised | (333,899) | ||
Number of shares, Canceled | (249,900) | ||
Number of shares, Outstanding, Ending Balance | 3,383,258 | 3,883,432 | |
Number of shares, Exercisable at March 31 , 2018 | 1,361,055 | ||
Weighted average exercise price per share, Granted | $ 23.03 | ||
Weighted average exercise price per share, Exercised | 3.72 | ||
Weighted average exercise price per share, Canceled | 13.29 | ||
Weighted average exercise price per share outstanding | 9.74 | $ 9.16 | |
Weighted average exercise price per share Exercisable | $ 7.13 | ||
Aggregate intrinsic value, Exercised | $ 5,159 | $ 0 | |
Aggregate intrinsic value, Outstanding | 30,864 | $ 49,965 | |
Aggregate intrinsic value, Exercisable | $ 15,977 | ||
Weighted average remaining contractual life, Outstanding | 8 years 4 months 24 days | 8 years 9 months 18 days | |
Weighted average remaining contractual life, Exercisable | 8 years |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Options - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average grant date fair value for stock options granted | $ 10.27 | $ 2.41 |
Total fair value of stock options vested | $ 2,200 | $ 0 |
Aggregate intrinsic value of stock options exercised | 5,159 | $ 0 |
Total unrecognized stock-based compensation expense related to non-vested stock options | $ 3,700 | |
Unrecognized stock-based compensation expense related to non-vested stock options period of recognition | 4 years 2 months 12 days | |
Dividend yield percentage | 0.00% | 0.00% |
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) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield | 0.00% | 0.00% |
Risk-free interest rate, minimum | 2.45% | 1.25% |
Risk-free interest rate, maximum | 2.82% | 2.31% |
Expected volatility, minimum | 40.90% | 27.40% |
Expected volatility, maximum | 54.70% | 42.50% |
Cellectis (Parent) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield | 0.00% | 0.00% |
Risk-free interest rate, minimum | 0.03% | 2.16% |
Risk-free interest rate, maximum | 0.94% | 2.31% |
Expected volatility, minimum | 59.09% | 37.50% |
Expected volatility, maximum | 65.64% | 42.30% |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (in years) | 6 years 4 months 2 days | 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) | 6 years | 7 years 5 months 4 days |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (in years) | 9 years 2 months 15 days | 10 years |
Maximum [Member] | Cellectis (Parent) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (in years) | 6 years 1 month 13 days | 10 years |
Stock-Based Compensation - Su39
Stock-Based Compensation - Summary of Activity of Restricted Stock Units (Detail) - Restricted Stock Units [Member] - $ / shares | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of restricted stock units outstanding, Unvested beginning balance | 1,373,933 | |
Number of restricted stock units outstanding, Granted | 27,875 | |
Number of restricted stock units outstanding, Vested | (186,727) | |
Number of restricted stock units outstanding, Cancelled | (171,500) | |
Number of restricted stock units outstanding, Unvested ending balance | 1,043,581 | |
Weighted-average grant date fair value, Unvested beginning balance | $ 8 | |
Weighted-average grant date fair value, Granted | 23.03 | $ 8 |
Weighted-average grant date fair value, Vested | 8 | |
Weighted-average grant date fair value, Cancelled | 8 | |
Weighted-average grant date fair value, Unvested ending balance | $ 8.40 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized stock-based compensation expense, expected recognition weighted-average period | 4 years 2 months 12 days | |
Restricted Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted-average grant date fair value, Granted | $ 23.03 | $ 8 |
Total fair value vested | $ 1,700 | $ 314 |
Unrecognized stock-based compensation expense related to restricted stock units | $ 4,600 | |
Unrecognized stock-based compensation expense, expected recognition weighted-average period | 4 years 7 months 6 days |
Stock-Based Compensation - Pare
Stock-Based Compensation - Parent Equity Incentive Plan - Additional Information (Detail) - Equity Incentive Plan [Member] - Cellectis (Parent) [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 96 | $ 115 | $ 203 | $ 249 |
Stock Options and Warrants [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 96 | $ 115 | $ 203 | $ 249 |
Stock-Based Compensation - Su42
Stock-Based Compensation - Summary of Stock-based Compensation Expense, Recognized in Statements of Operations (Detail) - Cellectis (Parent) [Member] - Equity Incentive Plan [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 96 | $ 115 | $ 203 | $ 249 |
Selling, General and Administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 53 | 10 | 106 | 13 |
Research and Development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 43 | $ 105 | $ 97 | $ 236 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
U.S. corporate tax rate | 21.00% | 35.00% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Sep. 06, 2017USD ($)ft²Options | May 31, 2018USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) |
Other Commitments [Line Items] | |||||||
Operating lease expiration date | 2018-06 | ||||||
Total rent expense under operating lease | $ 77,000 | $ 65,000 | $ 154,000 | $ 130,000 | |||
Sale-leaseback transaction date | Sep. 6, 2017 | ||||||
Cash received upon sale of land and other improvements to third party | $ 7,000,000 | ||||||
Lease term | 20 years | ||||||
Number of lease extension options | Options | 4 | ||||||
Extension term of lease agreement | 5 years | ||||||
Annual base rent expense | $ 490,000 | ||||||
Annual base rent | $ 1,400,000 | ||||||
Minimum net worth required | 300,000,000 | $ 300,000,000 | |||||
Interest expense | 317,000 | 552,000 | |||||
Due to related parties | 1,337,000 | 1,337,000 | $ 1,350,000 | ||||
Forward purchase commitment amount | 7,700,000 | 1,600,000 | |||||
Corporate Headquarters [Member] | |||||||
Other Commitments [Line Items] | |||||||
Office and lab building area | ft² | 40,000 | ||||||
Asset Under Construction [Member] | |||||||
Other Commitments [Line Items] | |||||||
Capitalized cost from assets under construction | 10,700,000 | 10,700,000 | |||||
Assets Under Construction Held Under Finance Lease [Member] | |||||||
Other Commitments [Line Items] | |||||||
Capitalized cost from assets under construction | 10,200,000 | 10,200,000 | |||||
Interest expense | 549,000 | $ 0 | |||||
Cellectis (Parent) [Member] | |||||||
Other Commitments [Line Items] | |||||||
Minimum net worth required | 300,000,000 | 300,000,000 | |||||
Cellectis (Parent) [Member] | Management Agreement [Member] | |||||||
Other Commitments [Line Items] | |||||||
Due to related parties | $ 1,300,000 | $ 1,300,000 | $ 1,400,000 | ||||
Cellectis (Parent) [Member] | Maximum [Member] | |||||||
Other Commitments [Line Items] | |||||||
Threshold percentage of ownership in outstanding common stock to enact indemnification agreement | 50.00% |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
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 | $ 27 | $ 18 | $ 76 | $ 45 |
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) | 6 Months Ended |
Jun. 30, 2018Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Number of reportable segments | 1 |