Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2018 | Aug. 20, 2018 | Dec. 31, 2017 | |
Document and Entity Information | |||
Entity Registrant Name | IMMUNOMEDICS INC | ||
Entity Central Index Key | 722,830 | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Jun. 30, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Trading Symbol | IMMU | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 186,832,011 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 2,606,095,987 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Assets, Current [Abstract] | ||
Cash and cash equivalents | $ 612,056,502 | $ 43,393,570 |
Marketable securities | 26,745,252 | 111,508,225 |
Accounts receivable, net of allowances of $0 and $9,371 at June 30, 2018, and 2017, respectively | 45,773 | 488,723 |
Inventory | 0 | 580,016 |
Prepaid expenses | 3,802,583 | 891,284 |
Other current assets | 5,729,710 | 436,344 |
Total current assets | 648,379,820 | 157,298,162 |
Property and equipment, net of accumulated depreciation of $30,858,228 and $29,560,955 at June 30, 2018 and 2017, respectively | 15,733,429 | 5,245,230 |
Other long-term assets | 60,000 | 30,000 |
Total Assets | 664,173,249 | 162,573,392 |
Liabilities, Current [Abstract] | ||
Accounts payable and accrued expenses | 31,663,648 | 31,366,976 |
Liability related to sale of future royalties - current | 3,009,000 | 0 |
Warrant liabilities | 8,973,214 | 90,706,206 |
Deferred revenues | 93,669 | 170,967 |
Total current liabilities | 43,739,531 | 122,244,149 |
Convertible Debt, Noncurrent | 19,762,808 | 98,084,219 |
Liability related to sale of future royalties - non-current | 198,997,995 | 0 |
Other long-term liabilities | 1,987,249 | 1,708,272 |
Total Liabilities | 264,487,583 | 222,036,640 |
Commitments and Contingencies (Note 15) | 0 | 0 |
Stockholders’ Equity (Deficit): | ||
Convertible preferred stock, $0.1 par value; authorized 10,000,000 shares; no shares issued and outstanding at June 30, 2018 and 1,000,000 shares issued and outstanding at June 30, 2017 | 0 | 10,000 |
Common stock, $0.1 par value; authorized 250,000,000 shares issued 186,801,159 shares and outstanding 186,766,434 shares at June 30, 2018; shares issued 110,344,643 shares and outstanding 110,309,918 shares at June 30, 2017 | 1,868,011 | 1,103,446 |
Capital contributed in excess of par | 1,194,997,773 | 462,666,366 |
Treasury stock, at cost: 34,725 shares at June 30, 2018 and 2017 | (458,370) | (458,370) |
Accumulated deficit | (795,547,786) | (521,710,899) |
Accumulated other comprehensive loss | (352,798) | (302,710) |
Total Immunomedics, Inc. stockholders' equity (deficit) | 400,506,830 | (58,692,167) |
Noncontrolling interest in subsidiary | (821,164) | (771,081) |
Total stockholder's equity (deficit) | 399,685,666 | (59,463,248) |
Total Liabilities and Stockholders' Equity | $ 664,173,249 | $ 162,573,392 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Accounts receivable, allowance for doubtful accounts | $ 0 | $ 9,371 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 30,858,228 | $ 29,560,955 |
Preferred stock, par value (in USD per share) | $ 0.01 | |
Preferred stock, shares authorized (in shares) | 10,000,000 | |
Common stock, par value (in USD per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 250,000,000 | 155,000,000 |
Common stock, shares issued (in shares) | 186,801,159 | 110,344,643 |
Common stock, shares outstanding (in shares) | 186,766,434 | 110,309,918 |
Treasury stock, shares (in shares) | 34,725 | 34,725 |
Convertible preferred stock | ||
Preferred stock, par value (in USD per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 1,000,000 |
Preferred stock, shares outstanding (in shares) | 0 | 1,000,000 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenues: | |||
Product sales | $ 1,500,625 | $ 2,443,388 | $ 2,260,994 |
License fee and other revenues | 329,956 | 284,290 | 386,941 |
Research and development | 325,415 | 363,572 | 585,312 |
Total revenues | 2,155,996 | 3,091,250 | 3,233,247 |
Costs and Expenses: | |||
Costs of goods sold | 613,591 | 482,657 | 1,159,173 |
Research and development | 99,282,874 | 51,776,395 | 53,492,471 |
Sales and marketing | 6,822,174 | 873,154 | 1,027,139 |
General and administrative | 36,484,641 | 29,108,777 | 6,562,555 |
Total costs and expenses | 143,203,280 | 82,240,983 | 62,241,338 |
Operating loss | 141,047,284 | (79,149,733) | (59,008,091) |
Changes in fair market value of warrant liabilities | (108,635,809) | (61,073,808) | 0 |
Warrant related expenses | 0 | (7,649,395) | 0 |
Interest expense | (23,254,787) | (5,479,821) | (5,479,821) |
Interest and other income | 5,492,632 | 430,595 | 337,901 |
Other financing expenses | (13,005,329) | (346,568) | 0 |
Insurance reimbursement | 6,637,992 | 0 | 0 |
Foreign currency transaction gain (loss), net | 81,423 | 23,311 | (39,538) |
Loss before income tax | (273,731,162) | (153,245,419) | (64,189,549) |
Income tax (expense) benefit | (155,808) | (20,867) | 5,053,833 |
Net loss | (273,886,970) | (153,266,286) | (59,135,716) |
Net loss attributable to noncontrolling interest | (50,083) | (60,341) | (98,766) |
Net loss attributable to Immunomedics, Inc. stockholders | $ (273,836,887) | $ (153,205,945) | $ (59,036,950) |
Loss per common share attributable to Immunomedics, Inc. stockholders (basic and diluted) (in USD per share) | $ (1.78) | $ (1.47) | $ (0.62) |
Weighted average shares used to calculate loss per common share (basic and diluted) (in shares) | 153,474,943 | 104,535,577 | 94,770,172 |
Other comprehensive (loss) income, net of tax: | |||
Foreign currency translation adjustments | $ (105,285) | $ (62,085) | $ 1,192 |
Unrealized gain (loss) on securities available for sale | 55,197 | (108,399) | 27,674 |
Other comprehensive income (loss), net of tax: | (50,088) | (170,484) | 28,866 |
Comprehensive loss | (273,937,058) | (153,436,770) | (59,106,850) |
Comprehensive loss attributable to noncontrolling interest | (50,083) | (60,341) | (98,766) |
Comprehensive loss attributable to Immunomedics, Inc. stockholders | $ (273,886,975) | $ (153,376,429) | $ (59,008,084) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) | Total | Rpi Finance Trust | Common Stock | Common StockRpi Finance Trust | Capital Contributed in Excess of Par | Capital Contributed in Excess of ParRpi Finance Trust | Treasury Stock | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest | Convertible preferred stock | Private placementSeattle Genetics, Inc., (“SGEN”) | Private placementCommon StockSeattle Genetics, Inc., (“SGEN”) | Private placementCapital Contributed in Excess of ParSeattle Genetics, Inc., (“SGEN”) | IPO | IPOCommon Stock | IPOCapital Contributed in Excess of Par |
Beginning balance (in shares) at Jun. 30, 2015 | 94,546,578 | ||||||||||||||||
Beginning balance at Jun. 30, 2015 | $ (4,524,621) | $ 945,465 | $ 305,229,354 | $ (458,370) | $ (309,468,004) | $ (161,092) | $ (611,974) | ||||||||||
Exercise of stock options (in shares) | 1,097,500 | ||||||||||||||||
Exercise of stock options, net | 2,732,962 | $ 10,975 | 2,721,987 | ||||||||||||||
Stock based compensation (in shares) | 223,220 | ||||||||||||||||
Stock based compensation | 3,371,542 | $ 2,232 | 3,369,310 | ||||||||||||||
Other comprehensive income | 28,866 | 28,866 | |||||||||||||||
Net loss | (59,135,716) | (59,036,950) | (98,766) | ||||||||||||||
Ending balance at Jun. 30, 2016 | (57,526,967) | $ 958,672 | 311,320,651 | (458,370) | (368,504,954) | (132,226) | (710,740) | ||||||||||
Ending balance (in shares) at Jun. 30, 2016 | 95,867,298 | ||||||||||||||||
Exercise of stock options (in shares) | 1,279,354 | ||||||||||||||||
Exercise of stock options, net | 4,290,103 | $ 12,794 | 4,277,309 | ||||||||||||||
Stock based compensation (in shares) | 197,991 | ||||||||||||||||
Stock based compensation | 3,786,407 | $ 1,980 | 3,784,427 | ||||||||||||||
Other comprehensive income | (170,484) | (170,484) | |||||||||||||||
Net loss | (153,266,286) | (153,205,945) | (60,341) | ||||||||||||||
Issuance of preferred stock (in shares) | 1,000,000 | ||||||||||||||||
Issuance of preferred stock, net | 121,781,941 | 121,771,941 | $ 10,000 | ||||||||||||||
Issuance of common stock (in shares) | 10,000,000 | 3,000,000 | |||||||||||||||
Issuance of common stock, net | 28,578,473 | $ 100,000 | 28,478,473 | $ 14,700,000 | $ 30,000 | $ 14,670,000 | |||||||||||
Proceeds of public offering allocated to warrant liability | (6,966,435) | (6,966,435) | $ (14,670,000) | $ (14,670,000) | |||||||||||||
Ending balance at Jun. 30, 2017 | (59,463,248) | $ 1,103,446 | 462,666,366 | (458,370) | (521,710,899) | (302,710) | (771,081) | $ 10,000 | |||||||||
Ending balance (in shares) at Jun. 30, 2017 | 110,344,643 | 1,000,000 | |||||||||||||||
Reclassification of warrant liability to equity | 190,368,801 | 190,368,801 | |||||||||||||||
Exercise of common stock warrants (in shares) | 18,205,804 | ||||||||||||||||
Exercise of common stock warrants | 78,225,940 | $ 182,058 | 78,043,882 | ||||||||||||||
Exercise of stock options (in shares) | 585,915 | ||||||||||||||||
Exercise of stock options, net | 2,261,240 | $ 5,859 | 2,255,381 | ||||||||||||||
Stock based compensation (in shares) | 331,329 | ||||||||||||||||
Stock based compensation | 4,027,009 | $ 3,312 | 4,023,697 | ||||||||||||||
Conversion of RSU's for tax withholding payments (in shares) | (169,931) | ||||||||||||||||
Conversion of RSU's for tax withholding payments | (1,523,183) | $ (1,699) | (1,521,484) | ||||||||||||||
Other comprehensive income | (50,088) | (50,088) | |||||||||||||||
Net loss | (273,886,970) | (273,836,887) | (50,083) | ||||||||||||||
Issuance of common stock (in shares) | 4,373,178 | 13,225,000 | |||||||||||||||
Issuance of common stock, net | $ 67,784,000 | $ 43,732 | $ 67,740,268 | $ 299,466,900 | $ 132,250 | $ 299,334,650 | |||||||||||
Conversion of preferred shares (in shares) | 23,105,360 | (1,000,000) | |||||||||||||||
Conversion of Preferred Shares | 0 | $ 231,054 | (221,054) | $ (10,000) | |||||||||||||
Issuance of common stock due to debt conversion (in shares) | 16,799,861 | ||||||||||||||||
Issuance of common stock due to debt conversion | 92,475,265 | $ 167,999 | 92,307,266 | ||||||||||||||
Ending balance at Jun. 30, 2018 | $ 399,685,666 | $ 1,868,011 | $ 1,194,997,773 | $ (458,370) | $ (795,547,786) | $ (352,798) | $ (821,164) | $ 0 | |||||||||
Ending balance (in shares) at Jun. 30, 2018 | 186,801,159 | 0 | 13,225,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | |||
Net loss | $ (273,886,970) | $ (153,266,286) | $ (59,135,716) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Changes in fair value of warrant liabilities | 108,635,809 | 61,073,808 | 0 |
Warrant related expense | 0 | 7,649,395 | 0 |
Depreciation and amortization | 1,297,273 | 923,348 | 737,661 |
Interest on non-recourse debt | 19,789,995 | 0 | 0 |
Loss on induced exchanges of debt | 13,005,329 | 0 | 0 |
Deferred revenue, net of amortization | (77,298) | (64,405) | (36,295) |
Amortization of bond premiums | 30,795 | 218,426 | 669,858 |
Amortization of debt issuance costs | 1,678,589 | 729,821 | 729,821 |
Amortization of deferred rent | 278,977 | 8,996 | 99,516 |
Loss (gain) on sale of marketable securities | 434 | 15,682 | (1,844) |
(Decrease) increase in allowance for doubtful accounts | (9,371) | (61,932) | 20,369 |
Non-cash expense related to stock compensation | 4,023,697 | 4,333,430 | 3,740,526 |
Non-cash decrease in value of life insurance policy | 0 | 0 | 20,566 |
Non-cash financing expenses | 0 | 346,568 | 0 |
Changes in operating assets and liabilities | |||
Accounts receivable - net of reserve | 452,321 | 102,640 | (190,300) |
Inventories - net of reserve | 580,016 | (195,958) | 256,381 |
Other receivables | (30,000) | 223,340 | 620,300 |
Prepaid expenses | (2,911,299) | 146,871 | 97,948 |
Other current assets | (5,293,365) | (241,775) | 761,803 |
Accounts payable and accrued expenses | (1,515,818) | 15,807,887 | 3,147,606 |
Purchases from sales/maturities of marketable securities | (133,950,886) | (62,250,144) | (48,461,800) |
Cash flows from investing activities: | |||
Purchases of marketable securities | (10,380,182) | (131,610,011) | (2,749,117) |
Purchases from sales/maturities of marketable securities | 95,111,926 | 57,183,499 | 50,850,088 |
Purchases of property and equipment | (9,974,683) | (1,837,167) | (2,226,256) |
Net cash provided by (used in) investing activities | 74,757,061 | (76,263,679) | 45,874,715 |
Cash flows from financing activities: | |||
Exercise of stock options | 2,261,240 | 4,290,103 | 2,732,962 |
Exercise of warrants | 78,225,940 | 0 | 0 |
Sale of preferred stock, net of related expenses | 0 | 121,781,941 | 0 |
Proceeds from public offering of common stock | 299,466,900 | 28,578,473 | 0 |
Proceeds from private offering of common stock | 67,784,000 | 14,700,000 | 0 |
Proceeds from the issuance of non-recourse debt | 182,216,000 | 0 | 0 |
Debt conversion fees | (530,064) | 0 | 0 |
Tax withholding payments for stock compensation | (1,521,484) | (547,021) | (368,984) |
Net cash provided by financing activities | 627,902,532 | 168,803,496 | 2,363,978 |
Effect of changes in exchange rates on cash and cash equivalents | (45,775) | (99,728) | (26,043) |
Net increase (decrease) in cash and cash equivalents | 568,662,932 | 30,189,945 | (249,150) |
Cash and cash equivalents, beginning balance | 43,393,570 | 13,203,625 | 13,452,775 |
Cash and cash equivalents, ending balance | 612,056,502 | 43,393,570 | 13,203,625 |
Supplemental disclosure of cash flow information: | |||
Accrued capital expenditures | 2,850,000 | 4,750,000 | 4,802,778 |
Income taxes paid | 0 | 23,636 | 28,679 |
Schedule for non-cash investing and financing activities: | |||
Issuance of Common Shares for Debt Conversion | 92,307,266 | 0 | 0 |
Accrued capital expenditures | $ 2,173,038 | $ 0 | $ 0 |
Business Overview
Business Overview | 12 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Overview | Business Overview Immunomedics, Inc., a Delaware corporation (“Immunomedics” or the “Company”), is a clinical-stage biopharmaceutical company that develops monoclonal antibody-based products for the targeted treatment of cancer. Our corporate objective is to become a fully-integrated biopharmaceutical company and a leader in the field of antibody-drug conjugates (“ADCs”). To that end, our immediate priority is to commercialize our most advanced ADC product candidate, sacituzumab govitecan (“IMMU-132”), beginning in the United States ("United States"), with metastatic triple-negative breast cancer (“mTNBC”) as the first indication. On May 21, 2018 we submitted a Biologics License Application (“BLA”) to the FDA for sacituzumab govitecan for the treatment of patients with mTNBC who have received at least two prior therapies for metastatic disease. On July 18, 2018 we received notification from the Food and Drug Administration ("FDA") that the BLA was accepted for filing and granted Priority Review with a PDUFA target action date of January 18, 2019. If approved, sacituzumab govitecan would be the first and only ADC approved for the treatment of mTNBC. The Company has two foreign subsidiaries, Immunomedics B.V. in the Netherlands and Immunomedics GmbH in Rodermark, Germany, that assists the Company in clinical trials in Europe. The accompanying financial statements include results for its two foreign subsidiaries and its majority-owned United States subsidiary, IBC Pharmaceuticals, Inc. ("IBC"). Immunomedics is subject to significant risks and uncertainties, including, without limitation, the Company's inability to further identify, develop and achieve commercial success for new products and technologies; the possibility of delays in the research and development necessary to select drug development candidates and delays in clinical trials; the risk that clinical trials may not result in marketable products; the risk that the Company may be unable to secure regulatory approval of and market its drug candidates; the development or regulatory approval of competing products; the Company's ability to protect its proprietary technologies; patent infringement claims; and risks of new, changing and competitive technologies and regulations in the United States and internationally. Since its inception in 1982, Immunomedics’ principal sources of funds have been the private and public sale of equity and debt securities, and revenues from licensing agreements, including up-front and milestone payments, funding of development programs, and other forms of funding from collaborations. Historically, sources of revenue have included sales of LeukoScan ® , grants, and license fees and other revenue, however, in order to focus on its ADC business, the Company discontinued the sale of LeukoScan ® during February 2018. As of June 30, 2018 we had $638.8 million in cash, cash equivalents and marketable securities. On June 15, 2018, we announced the closing of our public offering of 11,500,000 shares of our common stock at a price of $24.00 per share. Pursuant to the underwriter's full exercise of the over-allotment option granted by us, on June 22, 2018, we closed the sale of an additional 1,725,000 shares of our common stock. The total net proceeds from the offering, including the exercise of the over-allotment option, were $299.5 million , after deducting $17.4 million in underwriting discounts and commissions and other offering expenses payable by the Company. This funding will be used primarily to accelerate the clinical development program of sacituzumab govitecan, manufacturing process improvements as well as for working capital and general corporate purposes. On January 7, 2018, we announced that we sold tiered, sales-based royalty rights on global net sales of sacituzumab govitecan to RPI Finance Trust (“RPI”) for $175.0 million . RPI also purchased $75.0 million in our common stock at $17.15 per share, which represented a more than 15% premium over the stock’s 15-day trailing average closing price at that time. The total $250.0 million funding provided us with the resources required to support our next phase of growth as we focus on developing sacituzumab govitecan in mTNBC, advanced UC and other indications of high medical need and on further building its clinical, medical affairs, commercial and manufacturing infrastructure and to fund operations. The Company expects to continue to fund its operations with its current financial resources. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Principles of Consolidation and Presentation The consolidated financial statements include the accounts of Immunomedics and its subsidiaries. Noncontrolling interests in consolidated subsidiaries in the Consolidated Balance Sheets represent minority stockholders' proportionate share of the equity (deficit) in such subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with United States generally accepted accounting principles 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 reported period. Actual results could differ from those estimates. The Company’s significant estimates and assumptions relate to stock compensation expenses, interest expense on liability related to sale of future royalties, and determination of fair value of warrants. Interest Expense on Liability Related to Sale of Future Royalties The Company accounts for the liability related to sale of future royalties as a debt financing. The Company has a significant continuing involvement in the generation of related royalty streams. The Company accretes this liability and recognizes expected interest expense using the effective interest rate method over the life of the related royalty stream, based on our current estimates of future royalty payments. These estimates include projections the Company makes and projections from outside the Company, and involves significant judgment and inherent uncertainties. The Company periodically re-assesses the projections and, to the extent our future projections are greater or less than its previous estimates or the estimated timing of such payments is materially different than its previous estimates, the Company will adjust the effective interest calculation. Foreign Currencies For subsidiaries outside of the United States that operate in a local currency environment, income and expense items are translated to United States dollars at the monthly average rates of exchange prevailing during the year, assets and liabilities are translated at year-end exchange rates and equity accounts are translated at historical exchange rates. Translation adjustments are accumulated in a separate component of stockholders' equity in the Consolidated Balance Sheets and the Consolidated Statements of Changes in Stockholders’ Equity (Deficit) and are included in the determination of comprehensive (loss) income in the Consolidated Statements of Comprehensive Loss. Transaction gains and losses are included in the determination of net loss in the Consolidated Statements of Comprehensive Loss. Financial Instruments The carrying amount of cash and cash equivalents, other current assets and current liabilities approximate fair value due to the short-term maturity of these instruments. The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Marketable Securities Marketable securities, all of which are available-for-sale, consist of corporate debt securities, United States bonds, United States sponsored agencies and municipal bonds. Corporate debt securities include Eurodollar issues of United States corporations, and United States dollar denominated issues of foreign corporations. Marketable securities are carried at fair value, with unrealized gains and losses, net of related income taxes, reported as accumulated other comprehensive loss, except for losses from impairments which are determined to be other-than-temporary. Realized gains and losses, and declines in value judged to be other-than-temporary on available-for-sale securities are included in the determination of net loss and are included in interest and other income (net), at which time the average cost basis of these securities are adjusted to fair value. Fair values are based on quoted market prices at the reporting date. Interest and dividends on available-for-sale securities are included in interest and other income (net). Concentration of Credit Risk Cash and marketable securities are financial instruments that potentially subject the Company to concentration of credit risk. Our investment policy is to invest only in institutions that meet high credit quality standards and establishes limits on the amount and time to maturity of investments with any individual counterparty. The policy also requires that investments are only entered into with corporate and financial institutions that meet high credit quality standards. Revenue Recognition The Company has accounted for revenue arrangements that include multiple deliverables as a separate unit of accounting if both of the following criteria are met: a) the delivered item has value to the customer on a standalone basis, and b) if the right of return exists, delivery of the undelivered items is considered probable and substantially in the control of the vendor. If these criteria are not met, the revenue elements must be considered a single unit of accounting for purposes of revenue recognition. The Company allocates revenue consideration, excluding contingent consideration, based on the relative selling prices of the separate units of accounting contained within an arrangement containing multiple deliverables. Relative selling prices are determined using vendor specific objective evidence, if it exists; otherwise third-party evidence or the Company’s best estimate of selling price is used for each deliverable. Payments received under contracts to fund certain research activities are recognized as revenue in the period in which the research activities are performed. Payments received in advance that are related to future performance are deferred and recognized as revenue when the research projects are performed. Upfront nonrefundable fees associated with license and development agreements where the Company has continuing involvement in the agreement are recorded as deferred revenue and recognized over the estimated service period. The Company estimates the period of continuing involvement based on the best evidential matter available at each reporting period. If the estimated service period is subsequently modified, the period over which the upfront fee is recognized is modified accordingly on a prospective basis. In order to determine the revenue recognition for contingent milestones, the Company evaluates the contingent milestones using the criteria as provided by the Financial Accounting Standards Boards (“FASB”) guidance on the milestone method of revenue recognition, as explained in ASU 2010-17, “Milestone Method of Revenue Recognition,” at the inception of a collaboration agreement. The criteria requires that (i) the Company determines if the milestone is commensurate with either its performance to achieve the milestone or the enhancement of value resulting from the Company’s activities to achieve the milestone, (ii) the milestone be related to past performance, and (iii) the milestone be reasonable relative to all deliverable and payment terms of the collaboration arrangement. If these criteria are met then the contingent milestones can be considered as substantive milestones and will be recognized as revenue in the period that the milestone is achieved. Royalties are recognized as earned in accordance with the terms of various research and collaboration agreements. Revenue from the sale of diagnostic products was recorded when there was persuasive evidence that an arrangement exists, delivery had occurred, the price was fixed and determinable or collectability was reasonably assured. Allowances, if any, were established for uncollectible amounts, estimated product returns and discounts. Since allowances were recorded based on management’s estimates, actual amounts may be different in the future. Research and Development Costs Research and development costs are expensed as incurred. Costs incurred for clinical trials for patients and investigators are expensed as services are performed in accordance with the agreements in place with the institutions. Research and development costs include salaries and benefits, costs associated with producing biopharmaceutical compounds, laboratory supplies, the costs of conducting clinical trials, and facilities costs. In addition, the Company uses clinical research organizations (CRO) and contract manufacturing operations (CMO) to outsource portions of our research and development activities. Common Stock Warrants In connection with certain financing transactions in October 2016 and February 2017, the Company issued warrants and recorded them as liabilities due to certain net cash settlement provisions. The warrants were recorded at fair value using the Black-Scholes valuation model. The Black-Scholes valuation model takes into account, as of the valuation date, factors including the current exercise price, the term of the warrant, the current price of the underlying stock and its expected volatility, expected dividends on the stock, and the risk-free interest rate for the term of the warrant. These warrants are subject to re-measurement at each balance sheet date until the warrants are exercised or expired, and any change in fair value is recognized as “change in the fair value of warrant liability” in the consolidated statements of operations. Fair Value Measurements The Company categorizes its financial instruments measured at fair value into a three-level fair value hierarchy that prioritizes the inputs used in determining the fair value of the asset or liability. The three levels of the fair value hierarchy are as follows: • Level 1 - Financial instruments whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market which the company has the ability to access at the measurement date (examples include active exchange-traded securities and most United States Government and agency securities). • Level 2 - Financial instruments whose value are based on quoted market prices in markets where trading occurs infrequently or whose values are based on quoted prices of instruments with similar attributes in active markets. • Level 3 - Financial instruments whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management's own assumptions about the assumptions a market participant would use in pricing the asset. The Company’s financial instruments consist of cash and cash equivalents, marketable securities, accounts receivable, accounts payable and accrued expenses, warrant liability, liabilities related to the sale of future royalties and Convertible Senior Notes. The carrying amount of accounts receivable, accounts payable and accrued expenses are generally considered to be representative of their respective fair values because of the short-term nature of those instruments as of June 30, 2018 and 2017 . Income Taxes The Company uses the asset and liability method to account for income taxes, including the recognition of deferred tax assets and deferred tax liabilities for the anticipated future tax consequences attributable to differences between financial statements amounts and their respective tax bases. The Company reviews its deferred tax assets for recovery. A valuation allowance is established when the Company believes that it is more likely than not that its deferred tax assets will not be realized. Changes in valuation allowances from period to period are included in the Company’s tax provision in the period of change. The Company has recorded a full valuation allowance against its net deferred tax assets as of June 30, 2018 . The Tax Cuts and Jobs Act (the "Act") was signed into law on December 22, 2017. Among its numerous changes to the Internal Revenue Code, the Act reduces United States corporate rates from 35% to 21%. Additionally, the Act limits the use of net operating loss carry backs, however any future net operating losses will instead be carried forward indefinitely. Only 80% of current income will be able to be offset with a net operating loss carryforward, with the remainder of the net operating loss continuing to carry forward. Based on an initial assessment of the Act, the Company believes that the most significant impact on the Company's consolidated financial statements will be reduction of deferred tax assets related to net operating losses and research and development tax credits. Such reduction is expected to be largely offset by changes to the Company's valuation allowance. Net Loss Per Share Allocable to Common Stockholders Net loss per basic and diluted common share allocable to common stockholders is based on the net loss for the relevant period, divided by the weighted-average number of common shares outstanding during the period. For purposes of the diluted net loss per common share calculations, the exercise or exchange of all potential common shares is not included because their effect would have been anti-dilutive, due to the net loss recorded for fiscal years ended June 2018 , 2017 , and 2016 , respectively. The common stock equivalents excluded from the earnings per share calculation are 9,988,110 , 66,069,081 and 26,665,296 for the fiscal years ended June 2018 , 2017 , and 2016 , respectively. Net Comprehensive Loss Net comprehensive loss consists of net loss, unrealized loss on available for sale securities and foreign exchange translation adjustments and is presented in the condensed consolidated statements of comprehensive loss. Stock-Based Compensation The Company utilizes stock-based compensation in the form of stock options, stock appreciation rights, stock awards, stock unit awards, performance shares, cash-based performance units and other stock-based awards, each of which may be granted separately or in tandem with other awards. The grant-date fair value of stock awards is based upon the underlying price of the stock on the date of grant. The grant-date fair value of stock option awards must be determined using an option pricing model. Option pricing models require the use of estimates and assumptions as to (a) the expected term of the option, (b) the expected volatility of the price of the underlying stock and (c) the risk-free interest rate for the expected term of the option. The Company uses the Black-Scholes option pricing formula for determining the grant-date fair value of such awards. The fair value of option awards that vest based on achievement of certain market conditions are determined using a Monte Carlo simulation technique. The expected term of the option is based upon the contractual term and expected employee exercise and expected post-vesting employment termination behavior. The expected volatility of the price of the underlying stock is based upon the historical volatility of the Company’s stock computed over a period of time equal to the expected term of the option. The risk free interest rate is based upon the implied yields currently available from the United States Treasury yield curve in effect at the time of the grant. Pre-vesting forfeiture rates are estimated based upon past voluntary termination behavior and past option forfeitures. Recently Issued Accounting Pronouncements Accounting Standard adopted during the year: In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-09, " Improvements to Employee Share-Based Payment Accounting, " which simplified several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Public companies are required to adopt this standard in annual reporting periods beginning after December 15, 2016, and interim periods within those annual periods. We implemented ASU 2016-09 effective July 1, 2017, which did not have a material impact on the consolidated financial statement presentation. Accounting Standards yet to be adopted: In June 2018, the FASB issued ASU 2018-07, " Compensation-Stock Compensation, " to improve the usefulness of information provided to users of financial statements while reducing cost and complexity in financial reporting and provide guidance aligning the measurement and classification for share-based payments to nonemployees with the guidance for share-based payments to employees. Under the guidance, the measurement of equity-classified nonemployee awards will be fixed at the grant date. This standard is effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal those annual periods. Early adoption is permitted, but no earlier than an entity's adoption date of Topic 606. We are currently assessing the impact of ASU 2018-07. In November 2016, the FASB issued Accounting Standards Update ("ASU") 2016-18 "Statement of Cash Flows (Topic 230): Restricted Cash.” The amendments in this update require that cash and cash equivalent balances in a statement of cash flows include those amounts deemed to be restricted cash and restricted cash equivalents. ASU 2016-18 is effective for annual reporting periods beginning after December 15, 2017 and early adoption is permitted. We do not anticipate a material impact on our financial statements and disclosures upon adoption of ASU 2016-18. In August 2016, the FASB issued ASU 2016-15, “ Statement of Cash Flows: Clarification of Certain Cash Receipts and Cash Payments ”, which eliminates the diversity in practice related to the classification of certain cash receipts and payments in the statement of cash flows, by adding or clarifying guidance on eight specific cash flow issues. ASU 2016-15 is effective for annual and interim reporting periods beginning after December 15, 2017 and early adoption is permitted. ASU 2016-15 provides for retrospective application for all periods presented. We are assessing the impact of ASU 2016-15 and will adopt it when effective. In February 2016, the FASB issued ASU 2016-02, “ Leases ” and issued subsequent amendments to the initial guidance contained within ASU 2017-13. This standard requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations (see Note 15) created by lease terms of more than 12 months. The amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and early application is permitted. We are currently assessing the impact of ASU 2016-02. In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “ Revenue from Contracts with Customers ” (ASU 2014-09) and has subsequently issued a number of amendments to ASU 2014-09. The new standard, as amended, provides a single comprehensive model to be used in the accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific guidance. The standard’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASU 2014-09 includes provisions within a five step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new standard will be effective for us beginning July 1, 2018 and permits two methods of adoption: the full retrospective method, which requires the standard to be applied to each prior period presented, or the modified retrospective method, which requires the cumulative effect of adoption to be recognized as an adjustment to opening retained earnings in the period of adoption. We will adopt the standard using the modified retrospective method. We don't anticipate adoption to have a material impact on our financial statements given our historical immaterial revenue. Adoption of this standard will require changes to our business processes, systems and controls to support the additional required disclosures. We are in the process of identifying and designing such changes to ensure our readiness as we plan to commercialize our product candidates in 2019. |
Marketable Securities
Marketable Securities | 12 Months Ended |
Jun. 30, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | Marketable Securities Immunomedics considers all of its current investments to be available-for-sale. Marketable securities at June 30, 2018 consist of the following (in thousands): Gross Gross Amortized Unrealized Unrealized Cost Gain (Loss) Fair Value U.S. Treasury Bonds $ 9,641 $ — $ (9 ) $ 9,632 Certificate of Deposits 5,610 — — 5,610 U.S. Government Sponsored Agencies 6,751 — (2 ) 6,749 Corporate Debt Securities 4,510 — (5 ) 4,505 Commercial Paper 249 — — 249 $ 26,761 $ — $ (16 ) $ 26,745 Maturities of debt securities classified as available-for-sale were as follows at June 30, 2018 (in thousands): Net Carrying Fair Value Amount Due within one year $ 21,745 $ 21,860 Due after one year through five years 5,000 5,009 $ 26,745 $ 26,869 Marketable securities at June 30, 2017 consist of the following (in thousands): Gross Gross Amortized Unrealized Unrealized Cost Gain (Loss) Fair Value U.S. Treasury Bonds $ 35,086 $ — $ (24 ) $ 35,062 Certificate of Deposits 15,298 — — 15,298 U.S. Government Sponsored Agencies 18,357 — (13 ) 18,344 Corporate Debt Securities 32,692 — (33 ) 32,659 Commercial Paper 10,144 1 — 10,145 $ 111,577 $ 1 $ (70 ) $ 111,508 |
Inventory
Inventory | 12 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory There were zero and $0.6 million of inventory at June 30, 2018 and 2017 , respectively. Inventory was related to Leukoscan, for which the Company discontinued sales as of February 2018. |
Debt
Debt | 12 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt Liability related to sale of future royalties: On January 7, 2018 , the Company entered into a funding agreement (the "Funding Agreement") with RPI Finance Trust, a Delaware statutory trust ("RPI"). Pursuant to the Funding Agreement, the Company issued to RPI the right to receive certain royalty amounts, subject to certain reductions, based on the net sales of the ADC sacituzumab govitecan (the "Product"), for each calendar quarter during the term of the Funding Agreement ("Revenue Participation Right"), in exchange for $175.0 million in cash (the "Purchase Price"). Specifically, the royalty rate commences at 4.15 percent on net annual sales of up to $2.0 billion , declining step-wise based on sales tiers to 1.75 percent on net global annual sales exceeding $6.0 billion . On January 7, 2018 , in connection with the Funding Agreement, the Company entered into a common stock purchase agreement (the "Purchase Agreement") with RPI, pursuant to which the Company, in a private placement, issued and sold to RPI 4,373,178 unregistered shares (the "Shares") of the Company's Common Stock, at a price of $17.15 per share for gross proceeds to the Company of $75.0 million before deducting fees and expenses (the "Financing"). The Company concluded that there were two units of accounting in the transaction. The Company allocated the transaction consideration on a relative fair value to the liability and common stock in accordance with ASC 470-10 as follows (in thousands): Allocated Units of Accounting: Consideration Liability related to sale of future royalties $ 182,216 Common stock 67,784 $ 250,000 Interest will be recognized using the effective interest method over a period of 20 years. The effective interest rate under the Funding Agreement, including issuance costs, is approximately 19.0% . During 2018, the Company accreted $19.8 million in interest expense. The following table shows the activity within liability related to sale of future royalties during the year ended June 30, 2018 (in thousands): Liability related to sale of future royalties at January 7, 2018 $ 182,216 Interest expense recognized 19,791 Carrying value of liability related to sale of future royalties at June 30, 2018 $ 202,007 Convertible Senior Notes: In February 2015, the Company issued $100.0 million of Convertible Senior Notes (the "Convertible Senior Notes") (net proceeds of approximately $96.3 million after deducting the initial purchasers’ fees and offering expenses) in a private offering exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon Rule 144A under the Securities Act (the "Convertible Senior Notes"). The Convertible Senior Notes will mature on February 15, 2020 , unless earlier purchased or converted. The debt issuance costs of approximately $3.7 million , primarily consisting of underwriting, legal and other professional fees, are amortized over the term of the Convertible Senior Notes. The Convertible Senior Notes are senior unsecured obligations of the Company. Interest at 4.75% is payable semiannually on February 15 and August 15 of each year. The effective interest rate on the Convertible Senior Notes was 5.48% for the period from the date of issuance through June 30, 2018 . The Convertible Senior Notes are convertible at the option of holders into approximately 19.6 million shares of common stock at any time prior to the close of business on the day immediately preceding the maturity date. The exchange rate will initially be 195.8336 shares of common stock per $1,000 principal amount of Convertible Senior Notes (equivalent to an initial conversion price of approximately $5.11 per share of common stock). If the Company undergoes a fundamental change (as defined in the indenture governing the Convertible Senior Notes), holders may require Immunomedics to purchase for cash all or part of the Convertible Senior Notes at a purchase price equal to 100% of the principal amount of the Convertible Senior Notes to be purchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change purchase date, subject to certain exceptions. In addition, if certain make-whole fundamental changes (as defined in the indenture governing the Convertible Senior Notes) occur, Immunomedics will, in certain circumstances, increase the conversion rate for any Convertible Note converted in connection with such make-whole fundamental change. The indenture does not limit the amount of debt which may be issued by the Company under the indenture or otherwise, does not contain any financial covenants or restrict the Company from paying dividends, selling or disposing of assets, or issuing or repurchasing its other securities, provided that such event is not deemed to be a fundamental change (as defined in the indenture governing the Convertible Senior Notes). The indenture contains customary terms and covenants and events of default. If an event of default with respect to the Convertible Senior Notes occurs, holders may, upon satisfaction of certain conditions, accelerate the principal amount of the Convertible Senior Notes plus premium, if any, and accrued and unpaid interest, if any. In addition, the principal amount of the Convertible Senior Notes plus premium, if any, and accrued and unpaid interest, if any, will automatically become due and payable in the case of certain types of bankruptcy or insolvency events of default involving the Company. On September 21, 2017 , the Company entered into separate, privately negotiated exchange agreements, (the "Exchange Agreements") with certain holders of the Convertible Senior Notes. Under the Exchange Agreements, such holders agreed to convert an aggregate $80.0 million of Convertible Senior Notes held by them. The Company initially settled each $1,000 principal amount of Convertible Senior Notes surrendered for exchange by delivering 176.2502 shares of common stock in three tranches occurring on September 19, 2017 through September 21, 2017. In total, the Company issued an aggregate 16,799,861 in the Exchange Agreements. The shares represent an aggregate of 1,133,173 shares more than the number of shares into which the exchanged Convertible Senior Notes were convertible under their original terms. As a result of the Exchange Agreements, the Company recognized a loss on induced exchanges of debt of $13.0 million representing the fair value of the incremental consideration paid to induce the holders to exchange their Convertible Senior Notes for equity (i.e., 1,133,173 Common Shares), based on the closing market price of the Company's Common Stock on the date of the Exchange Agreements. As a result of the Exchange Agreements, the outstanding aggregate principal amount of the Convertible Senior notes was reduced to $20.0 million . Total interest expense for the Convertible Senior Notes for the fiscal years ended June 30, 2018 , 2017 , and 2016 were $3.5 million, $5.5 million and $5.5 million , respectively. Included in interest expense is the amortization of debt issuance costs of $1.7 million ( $1.4 million of which related to the accelerated amortization of debt issuance costs associated with the $80.0 million exchange of Convertible Senior Notes in September 2017), $0.7 million and $0.7 million for the fiscal years ended June 30, 2018 , 2017 , and 2016 , respectively. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Share-Based Compensation Stock Incentive Plan The Company has a stock incentive plan, the Immunomedics, Inc. 2014 Long-Term Incentive Plan (the “Plan”). The Plan was established to promote the long-term financial interests and growth of the Company, by attracting and retaining management and other personnel and key service providers with the training, experience and ability to enable them to make a substantial contribution to the success of the Company's business. The Plan is designed to motivate management personnel by means of growth-related incentives to achieve long-range goals and further the alignment of interests with those of the stockholders of the Company through opportunities for increased stock or stock-based ownership in the Company. Toward these objectives, the Company may grant stock options, stock appreciation rights, stock awards, stock units, performance shares, performance units, and other stock-based awards to eligible individuals on the terms and subject to the conditions set forth in the Plan. There have been no significant modifications to the Plan during the fiscal years ended 2018, 2017 or 2016. The following table summarizes the components of share-based compensation expense in the consolidated statements of comprehensive loss for the fiscal years ended June 30, 2018 , 2017 and 2016 (in thousands): Fiscal Year Ended June 30, 2018 2017 2016 Research and development $ 2,414 $ 2,600 $ 2,245 General and administrative 1,610 1,733 1,496 Total share-based compensation expense $ 4,024 $ 4,333 $ 3,741 Stock Options Stock option grants provide the right to purchase a specified number of shares of Common Stock from the Company at a specified price during a specified period of time. The stock option exercise price per share is the fair market value of one share of Common Stock on the date of the grant of the stock option and generally have a vesting period of four years. As of June 30, 2018 there was $10.5 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the plan. That cost is being recognized over a weighted-average period of 3.5 years . The weighted average grant date fair value of the stock options granted during the years ended June 30, 2018 , 2017 and 2016 was $8.76 per share, $2.21 per share and $1.08 per share, respectively. We estimated the fair value of options granted using a Black-Scholes option pricing model with the following assumptions: Years Ended June 30, 2018 2017 2016 Expected dividend yield —% —% —% Expected option term (years) 4.84 5.04 5.03 Expected stock price volatility 70% 63% 58% Risk-free interest rate 1.72% - 2.89% 1.16% - 2.15% 1.00% - 1.64% The following table summarizes all stock option activity for the year ended June 30, 2018 : Weighted Weighted Average Remaining Aggregate Options Average Exercise Contractual Intrinsic Value (in thousands) Price Per Option Term (Years) (in thousands) Options outstanding, beginning of year 2,893 $ 3.48 3.96 $ 15,490 Changes during the year: Granted 1,370 $ 14.90 Exercised (586 ) $ 3.86 Expired or forfeited (128 ) $ 10.19 Options outstanding, end of year 3,549 $ 7.58 4.43 $ 57,123 Vested as of June 30, 2018 1,852 $ 3.47 2.90 $ 37,420 The total fair value of shares vested during the years ended June 30, 2018 , 2017 and 2016 was $43.8 million, $17.0 million and $6.3 million, respectively. The total intrinsic value of stock options exercised during the years ended June 30, 2018 , 2017 and 2016 was $7.8 million , $2.6 million and $1.2 million , respectively. Restricted stock units ("RSU's") The Company may grant awards of RSU's to eligible individuals. An RSU represents a contractual obligation by the Company to deliver a number of shares of Common Stock equal to the fair market value of the specified number of shares subject to the award, or a combination of shares of Common Stock and cash. Vesting requirements may include performance goals, the attainment of performance goals with continued service, or both. Information regarding the Company's RSU's for the year ended June 30, 2018 is as follows: Non-Vested Restricted Stock Units Share Equivalent (in thousands) Weighted Average Grant Date Fair Value Non-vested at June 30, 2017 1,500 $ 2.28 Changes during the period: Restricted Units Granted 35 8.46 Vested/Exercised — — Non-vested at June 30, 2018 1,535 $ 2.83 As of June 30, 2018 , there was $0.4 million of total unrecognized compensation costs related to the awards. The cost is being recognized over a weighted-average period of 1.57 years . The RSU's vested during fiscal 2018 are currently under litigation and pertain to a former officer of the company. Refer to "Note 15 - Commitments and Contingencies" for more information. Performance Stock Units ("PSU's") The Company may grant awards of PSU's to eligible individuals. PSU's are shares of Common Stock that vest based on performance measured against predetermined objectives that could include performance goals, continued employment, or a combination of both over a specified performance period. PSU's may be settled in shares of Common Stock, cash, or both as determined on the settlement date. The following table summarizes the Company's performance-based restricted stock unit activity for the year ended June 30, 2018 is presented below: Non-Vested Performance Stock Units Share Equivalent (in thousands) Weighted Average Grant Date Fair Value Non-vested at June 30, 2017 — $ — Changes during the period: Performance Units Granted 538 7.29 Canceled — — Vested/Exercised — — Non-vested at June 30, 2018 538 $ 7.29 During Fiscal 2018, performance units were granted to certain key senior officers that are subject to vesting only upon the market price of our underlying public stock closing above a certain price target within four years of the date of grant. The target price must be maintained for a 15 -day consecutive trading period. These non-qualified stock options with market related vesting conditions were valued using a Monte Carlo simulation model. Share-based compensation expense for each grant is recognized regardless of the number of awards that are earned based on the market condition and is recognized on a straight-line basis over the service period of four years . As of June 30, 2018 , there was $3.5 million of total unrecognized compensation costs related to the awards. The cost is being recognized over a remaining weighted-average period of 3.6 years . |
Estimated Fair Value of Financi
Estimated Fair Value of Financial Instruments | 12 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Estimated Fair Value of Financial Instruments | Estimated Fair Value of Financial Instruments Cash equivalents and marketable securities: ($ in thousands) June 30, 2018 Level 1 Level 2 Level 3 Total Money Market Funds Note (a) $ 300,865 $ — $ — $ 300,865 Marketable Securities: U.S. Treasury Bonds 9,632 — — 9,632 Certificate of Deposits 5,610 — — 5,610 U.S. Government Sponsored Agencies 6,749 — — 6,749 Corporate Debt Securities 4,505 — — 4,505 Commercial Paper 249 — — 249 Total $ 327,610 $ — $ — $ 327,610 ($ in thousands) June 30, 2017 Level 1 Level 2 Level 3 Total Money Market Funds Note (a) $ 36,776 $ — $ — $ 36,776 Marketable Securities: U.S. Treasury Bonds 35,062 — — 35,062 Certificate of Deposits 15,298 — — 15,298 U.S. Government Sponsored Agencies 18,344 — — 18,344 Corporate Debt Securities 32,659 — — 32,659 Commercial Paper 10,145 — — 10,145 Total $ 148,284 $ — $ — $ 148,284 (a) The money market funds noted above are included in cash and cash equivalents. Convertible Senior Notes The carrying amounts and estimated fair values (Level 2) of debt instruments are as follows (in thousands): As of June 30, 2018 As of June 30, 2017 Carrying Estimated Carrying Estimated Amount Fair Value Amount Fair Value Convertible Senior Notes $ 19,763 $ 89,436 $ 98,084 $ 180,950 The fair value of the Convertible Senior Notes, which differs from their carrying values, is influenced by interest rates, the Company’s stock price and stock price volatility and is determined by prices for the Convertible Senior Notes observed in market trading which are Level 2 inputs. Warrant Liabilities The Company has determined its warrant liabilities to be a Level 2 fair value measurement and used the Black Scholes valuation model to calculate the fair value. At the measurement dates, the Company estimated the fair value for the warrants based on Black-Scholes valuation model and using the following assumptions: June 30, 2018 (2) June 30, 2017 (1) June 30, 2017 (2) February 10, 2017 October 11, 2016 Risk-free interest rate 1.95% 1.14% 1.38% 1.47% 0.87% Expected remaining term 0.28 years 0.5 years 1.3 years 3.0 years 2.0 years Expected volatility 60.00% 69.34% 73.85% 71.42% 75.00% Dividend yield —% —% —% —% —% (1) Represents the fair value assumptions for the warrants issued in connection with February 10, 2017 stock purchase agreement. (2) Represents the fair value assumptions for the warrants issued in connection with October 11, 2016 public offering. The following table sets forth the warrant activity for the year ended June 30, 2018 ($ in thousands): Number of Estimated Fair Value (in thousands) Warrants Level 2 Fair value - 6/30/2017 18,656 $ 90,706 Reclassification of warrant liability to equity (18,206 ) (190,369 ) Changes in fair market value of warrant liabilities — 108,636 Fair value - 6/30/2018 450 $ 8,973 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following at June 30, in thousands: Lives (Years) 2018 2017 Machinery and equipment 5-10 $ 11,216 $ 9,353 Leasehold improvements 7-10 30,657 21,602 Furniture and fixtures 10 1,070 976 Computer equipment 5 3,648 2,875 46,591 34,806 Accumulated depreciation and amortization (30,858 ) (29,561 ) $ 15,733 $ 5,245 Depreciation and amortization expense for the years ended June 30, 2018 , 2017 , and 2016 was $ 1.3 million , $0.9 million , and $0.7 million , respectively. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Jun. 30, 2018 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following at June 30 (in thousands): 2018 2017 Trade accounts payable $ 24,818 $ 5,222 Clinical trial accruals 2,110 2,865 Executive severance liabilities 2,388 5,542 Reimbursement for proxy expenses 484 4,505 Contract manufacture organization expenses — 3,769 Proxy defense-related expenses — 6,967 Miscellaneous other current liabilities 1,864 2,497 $ 31,664 $ 31,367 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 12 Months Ended |
Jun. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity (Deficit) | Stockholders’ Equity (Deficit) At the June 29, 2017 Special Meeting, the Company’s stockholders approved the amendment and restatement of the Company’s Certificate of Incorporation to increase the maximum number of shares of the Company’s stock authorized up to 260,000,000 shares of stock consisting of 250,000,000 shares of common stock and 10,000,000 shares of preferred stock. Previously the Company’s Certificate of Incorporation authorized up to 165,000,000 shares of capital stock, consisting of 155,000,000 shares of common stock and 10,000,000 shares of preferred stock. Preferred Stock The Certificate of Incorporation of the Company authorizes 10,000,000 shares of preferred stock, $.01 par value per share. The preferred stock may be issued from time to time in one or more series, with such distinctive serial designations, rights and preferences as shall be determined by the Board of Directors. On May 10, 2017, the Company issued in a private placement 1,000,000 shares (the “Preferred Shares”) of the Company’s Series A -1 Convertible Preferred Stock at a price of $125 per share for gross proceeds to the Company of $125.0 million , before deducting fees and expenses (the “Financing”). Each Preferred Share will be convertible into 23.10536 shares of common stock (or an aggregate of 23,105,348 shares of common stock). The conversion price per share of common stock is $5.41 . For fiscal year ended June 30, 2018 the Company had no preferred stock outstanding. Following the June 29, 2017 Special Meeting and filing the Charter Amendment with the State of Delaware, the Company had authorized a sufficient number of unreserved shares of common stock to permit the exchange of the Preferred Shares. On July 31, 2017, the Company filed a registration statement on Form S-3 to register for resale the 23,105,348 shares of the Company's common stock issuable upon the exchange of the Series A-1 Convertible Preferred Stock. The Preferred Shares converted to shares of common stock on August 24, 2017. The registration statement was declared effective on September 19, 2017. Common Stock During June 2018, the Company announced that it had closed on a public offering of 13,225,000 shares of the Company's common stock. Refer to "Note 1 - Business Overview" for additional information. On February 10, 2017 , in connection with the execution of a License Agreement, the Company entered into the Securities Purchase Agreement (“SPA”) with Seattle Genetics. Under the SPA, Seattle Genetics purchased 3,000,000 shares (the “Common Shares”) of the Company’s common stock at a price of $4.90 per share, for aggregate proceeds of $14.7 million . Concurrently with the sale of the Common Shares, pursuant to the SPA, the Company also agreed to issue the three -year warrant to purchase an aggregate of 8,655,804 shares of common stock. On July 31, 2017 , the Company filed a registration statement on Form S-3 to register the 3,000,000 shares of Company’s common stock and 8,655,804 shares of common stock issuable upon the exercise of the warrants (in addition to the shares issuable upon the conversion of our Series A-1 Convertible Preferred Stock, as discussed above). The warrant became exercisable for cash on February 16, 2017 and expired on January 31, 2018 . The warrant was issued on February 16, 2017 and was originally exercisable until February 10, 2020 . On the date of issuance, the fair value of these warrants was determined to be $22.3 million . The difference between such fair value and the proceeds of $14.7 million has been recognized as an expense and presented in the consolidated statement operations as a “warrant related expense.” On May 4, 2017 , the Company and Seattle Genetics entered into the Termination Agreement, pursuant to which the Company and Seattle Genetics relinquished their respective rights under the License Agreement and agreed to amend the terms of the warrant to amend the expiration date from February 10, 2020 to December 31, 2017 . On December 5, 2017 , Seattle Genetics exercised the Warrants they held in full to acquire 8,655,804 shares of Common Stock for an aggregate purchase price of $42.4 million . On October 11, 2016 , the Company completed an underwritten public offering of 10 million shares of its common stock and accompanying warrants to purchase 10 million shares of common stock at a purchase price of $3.00 per unit, comprising of one share of common stock and one warrant. The Company received gross and net proceeds of $30.0 million and approximately $28.6 million , respectively after deducting the underwriting discounts and commissions and estimated expenses related to the offering payable. The warrants became exercisable nine months following the date of issuance and will expire on the second anniversary of the date of issuance and have an exercise price of $3.75 . On the date of issuance, the fair value of these warrants was determined to be $7.3 million and recognized as a liability. The warrants under certain situations require cash settlement by the Company. During fiscal 2018 there were 9,550,000 warrants were exercised. The fair value of the 9,550,000 exercised warrants increased $102.1 million from June 30, 2017 to the dates of exercise which has been recognized in the accompanying consolidated statements of comprehensive loss. As of June 30, 2018 there were 450,000 warrants outstanding. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss) Income | 12 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Accumulated Other Comprehensive (Loss) Income | Accumulated Other Comprehensive (Loss) Income The components of accumulated other comprehensive (loss) income were as follows (in thousands): Currency Net Unrealized Gains Accumulated Other Translation (Losses) on Available- Comprehensive Adjustments for-Sale Securities (Loss) Income Balance at June 30, 2015 $ (173 ) $ 12 $ (161 ) Other comprehensive income before reclassifications 1 30 31 Amounts reclassified from accumulated other comprehensive (loss) (a) — (2 ) (2 ) Net other comprehensive income for the year 1 28 29 Balance at June 30, 2016 (172 ) 40 (132 ) Other comprehensive loss before reclassifications (62 ) (125 ) (187 ) Amounts reclassified from accumulated other comprehensive income (a) — 16 16 Net other comprehensive loss for the year (62 ) (109 ) (171 ) Balance at June 30, 2017 (234 ) (69 ) (303 ) Other comprehensive income before reclassifications (105 ) 55 (50 ) Amounts reclassified from accumulated other comprehensive income (loss) (a) — — — Net other comprehensive (loss) income for the year (105 ) 55 (50 ) Balance at June 30, 2018 $ (339 ) $ (14 ) $ (353 ) (a) For the fiscal years ended June 30, 2018 , 2017 and 2016 , zero , $16 thousand and $2 thousand , respectively, were reclassified from accumulated other comprehensive (loss) income to interest and other income, respectively. All components of accumulated other comprehensive (loss) income are net of tax, except currency translation adjustments, which exclude income taxes related to indefinite investments in foreign subsidiaries. |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The expense (benefit) for income taxes is as follows (in thousands): Year Ended June 30, 2018 2017 2016 Federal Current $ — $ — $ — Deferred — — — Total Federal — — — State Current 2 2 (5,054 ) Deferred — — — Total State 2 2 (5,054 ) Foreign Current 154 19 — Deferred — — — Total Foreign 154 19 — Total Expense (Benefit) $ 156 $ 21 $ (5,054 ) A reconciliation of the statutory tax rates and the effective tax rates for each of the years ended June 30 is as follows: 2018 2017 2016 Statutory rate (28.0 )% (34.0 )% (34.0 )% Foreign income tax — % — % — % Change in valuation allowance 21.1 % 21.9 % 30.4 % State income taxes, (net of federal tax benefit) (4.3 )% (4.8 )% (2.8 )% Permanent differences, (primarily warrant-related expenses) 11.3 % 15.3 % — % Other — % 1.6 % (1.6 )% Effective rate 0.1 % — % (8.0 )% The tax effects of temporary differences that give rise to significant portions of the Company’s deferred tax assets as of June 30, 2018 and 2017 are presented below (in thousands): 2018 2017 Deferred tax assets: NOL carry forwards $ 90,931 $ 134,476 Research and development credits 17,730 14,357 Property and equipment — 3,406 Liability related to sale of future royalties 49,235 — Other 3,489 7,335 Total 161,385 159,574 Valuation allowance (160,540 ) (159,574 ) Net deferred assets $ 845 $ — Deferred tax liabilities: Property and equipment $ (845 ) $ — Net deferred assets and liabilities $ — $ — A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The valuation allowances for fiscal years 2018 and 2017 have been applied to offset the deferred tax assets in recognition of the uncertainty that such tax benefits will be realized as the Company continues to incur losses. The differences between book income and tax income primarily relate to the temporary differences from depreciation and stock compensation expenses, and deferred book income that is realized for tax. At June 30, 2018, the Company has available net operating loss carry forwards for federal income tax reporting purposes of approximately $370.4 million and for state income tax reporting purposes of approximately $184.9 million , which expire at various dates between fiscal 2019 and 2037 . At June 30, 2018, the Company did not have any material unrecognized tax benefits and the Company does not anticipate that its unrecognized tax benefits will significantly change in the next twelve months. The Company will recognize potential interest and penalties related to income tax positions as a component of the provision for income taxes on the Consolidated Statements of Comprehensive Loss in any future periods in which the Company must record a liability. The Company is subject to examination for United States Federal and Foreign tax purposes for 2013 and forward and for New Jersey 2014 and forward. The Company conducts business and files tax returns in New Jersey. For fiscal year 2016, the Company sold certain State of New Jersey State Net Operating Losses (“NOL”) and Research and Development (“R&D”) tax credits through the New Jersey Economic Development Authority Technology Business Tax Certificate Transfer Program. Pursuant to such sale, for the year ended June 30, 2016, the Company recorded a tax benefit of $5.1 million , as a result of its sale of approximately $66.2 million , of New Jersey State NOL and $1.5 million of New Jersey R&D tax credits. There were no sales of NOL or R&D for the 2018 or 2017 fiscal years. On December 22, 2017, the United States government enacted the 2017 Tax Cuts and Jobs Act (the 2017 Tax Act), The Act reduces the United States federal corporate income tax rate from 35% to 21% . In accordance with ASC 740, companies are required to re-measure deferred tax balances using the new enacted tax rates. The rate change is administratively effective at the beginning of the Company’s fiscal year, resulting in a blended corporate statutory tax rate for fiscal 2018 of 28.0% . As a result of the reduction in the United States corporate income tax rate, the Company revalued its net deferred tax assets resulting in a provisional tax expense of $59.5 million . However, this adjustment was offset by a related change in the valuation allowance. The 2017 Tax Act also imposed a tax for a one-time deemed repatriation of post-1986 unremitted foreign E&P through the year ended December 31, 2017. The Company did not record any provisional tax expense related to the deemed repatriation as it does not expect to have any undistributed foreign earnings. The Global Intangible Low-tax Income (GILTI) provisions of the 2017 Tax Act require the Company to include in its United States income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. The Company expects that it may be subject to incremental United States tax on GILTI income beginning in 2018. The Company has elected to account for GILTI tax in the period in which it is incurred, and therefore has not provided any deferred tax impacts of GILTI in its consolidated financial statements for the period ended June 30, 2018 In response to the Tax Act, the Securities and Exchange Commission (“SEC”) staff issued a Staff Accounting Bulletin No. 118 (“SAB 118”) that provides guidance on accounting for the impact of the Tax Act. SAB 118 allows companies to record provisional amounts while the accounting impact of the Tax Act is still under analysis, not to extend beyond the measurement period of one year from the enactment of the Tax Act. The provisional amounts disclosed in the Company’s footnotes were based on the its present interpretations of the 2017 Tax Act and current available information, including assumptions and expectations about future events, such as its projected financial performance, and are subject to further refinement as additional information becomes available (including the Company’s actual full fiscal 2018 results of operations, as well as potential new or interpretative guidance issued by the FASB or the Internal Revenue Service and other tax agencies) and further analyses are completed. The Company continues to analyze the changes in certain income tax deductions, assess calculations of earnings and profits in certain foreign subsidiaries, including if those earnings which are held in cash or other assets and gather additional data to compute the full impacts on the Company’s deferred and current tax assets and liabilities. Our calculation of the transition tax may be subject to further refinement as more information is gathered from our foreign subsidiaries and estimates used in the calculation are resolved. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions On January 8, 2018 Morris Rosenberg joined the Company as Chief Technology Officer and became a full-time employee. Between May 5, 2017 and January 7, 2018 Mr. Rosenberg was engaged by the Company as an independent consultant pursuant to a consulting agreement between the Company and Mr. Rosenberg’s consulting company, M Rosenberg BioPharma Consulting LLC. The Company paid M Rosenberg BioPharma Consulting LLC $555,099 during this time and Morris Rosenberg was also granted stock options to purchase 45,000 shares of the Company's common stock pursuant to the Immunomedics, Inc. 2014 Long-Term Incentive Plan. From January 8, 2018 through June 30, 2018 , the Company paid M Rosenberg BioPharma $839,631 for services agreed upon prior to Mr. Rosenberg becoming a full-time employee. As part of his employment contract, 50% of the 45,000 shares granted to Mr. Rosenberg as a consultant were forfeited, the remaining 50% continue to vest. Mr. Rosenberg received 27,027 stock options and 77,362 PSUs and was permitted to continue to provide certain limited outside consulting services through M Rosenberg BioPharma Consulting LLC based on certain restrictions outlined in the contract. Additionally, during his employment period, except with the prior written consent of the Board, Mr. Rosenberg is not permitted to enter into any contract, agreement or other transaction arrangement to provide goods and or services to the Company through M Rosenberg BioPharma Consulting LLC. |
Collaboration Agreements
Collaboration Agreements | 12 Months Ended |
Jun. 30, 2018 | |
Collaboration Agreement | |
Collaboration Agreement | Collaboration Agreements AstraZeneca/MedImmune In June 2018 , the Company entered into a clinical collaboration with AstraZeneca and its global biologics research and development arm, MedImmune, to evaluate in Phase 1/2 studies the safety and efficacy of combining AstraZeneca’s Imfinzi® (durvalumab), a human monoclonal antibody directed against PD-L1, with sacituzumab govitecan as a frontline treatment of patients with triple-negative breast cancer (“TNBC”) and UC. Part one of the two-part Phase 1/2 studies will be co-funded by the two companies. Immunomedics will supply the study drug and AstraZeneca will utilize its existing clinical trial infrastructure to accelerate the enrollment of the sacituzumab govitecan and durvalumab combination. The trial design allows for rapid transition into randomized Phase 2 studies should the first part of these studies show promising data and the companies agree to proceed based on efficacy and safety results obtained. The collaboration terminates thirty days following the expiration of the study periods end-date. Either party may early terminate the collaboration by providing thirty days written notice. The Bayer Group (formerly Algeta ASA) In fiscal 2013 the Company entered into a collaboration agreement, referred to herein as the Collaboration Agreement, with Algeta ASA (subsequently acquired by The Bayer Group “Bayer”), for the development of epratuzumab to be conjugated with Algeta’s proprietary thorium-227 alpha-pharmaceutical payload. Under the terms of the Collaboration Agreement, the Company manufactured and supplied clinical-grade epratuzumab to Bayer, which has rights to evaluate the potential of a Targeted Thorium Conjugate (TTC), linking thorium-227 to epratuzumab, for the treatment of patients with cancer. Bayer has the right to terminate the Collaboration Agreement with three months prior written notice, subject to certain provisions. Bayer will fund all non-clinical and clinical development costs up to the end of Phase 1 clinical testing. Upon successful completion of Phase 1 testing, the parties shall negotiate terms for a license agreement at Bayer’s request. The Company and Bayer have agreed to certain parameters in the Collaboration Agreement. Under the terms of the Collaboration Agreement, as amended, Immunomedics received an upfront cash payment and other payments aggregating $6.0 million , which have been recognized in prior periods upon the Company fulfilling its obligations under the Collaboration Agreement. In January 2017 , the Company recorded revenue of $0.3 million representing an anniversary payment under the agreement. This agreement has been extended to December 30, 2018 and, as amended, provides for the Company to receive a similar anniversary payment of $0.3 million |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies a. Employment Agreements Dr. David M. Goldenberg Effective July 1, 2015, the Company entered into the Amended and Restated Employment Agreement with Dr. Goldenberg pertaining to Dr. Goldenberg’s service to the Company as the Company’s Chairman of the Board, Chief Scientific Officer and Chief Patent Officer (the “Amended and Restated Goldenberg Agreement”). The Amended and Restated Goldenberg Agreement was to continue until July 1, 2020. On November 2, 2017, a stipulation and agreement of settlement, compromise, and release (the “Settlement Agreement”) (see below) was entered into between Dr. Goldenberg and other parties as described below. Effective immediately upon execution of the Settlement Agreement, Dr. Goldenberg resigned from all officer and other positions of the Company and all director, officer and other positions at any of the Company’s affiliates (other than Dr. Goldenberg’s position as a member of the board of directors of IBC Pharmaceuticals, the Company’s majority owned United States subsidiary). The Settlement Agreement provides that Dr. Goldenberg will abide by all post-termination covenants and obligations contemplated by the Amended and Restated Goldenberg Agreement. In exchange for a release of claims as required by the Amended and Restated Goldenberg Agreement and subject to compliance with the terms of the Settlement Agreement, Dr. Goldenberg is entitled to (i) termination payments in accordance with the Amended and Restated Goldenberg Agreement for a termination without Good Cause after a Change in Control, (ii) accelerated vesting or extension of exercise period for equity awards already earned, pursuant to the Amended and Restated Goldenberg Agreement, (iii) COBRA payments, and (iv) royalties or payment in accordance with existing agreements. The foregoing cash payments, which the Company has paid pursuant to the terms of the Settlement Agreement, accumulated to approximately $2.4 million . Additionally, certain restricted stock units and performance stock units that accelerated or otherwise became vested as set forth in the Settlement Agreement were settled in accordance with the terms of applicable award agreements. An additional cash payment of approximately $1.8 million is in dispute and the vesting of a grant of 1,500,000 Restricted Stock Units to Dr. Goldenberg under the terms of the Amended and Restated Goldenberg Agreement, is also in dispute. Under the Settlement Agreement Dr. Goldenberg is eligible to receive royalty payments on royalties received by the Company. For each fiscal year the Company shall pay Dr. Goldenberg a sum equal to a percentage of the annual royalties the Company receives on each of the products for which Dr. Goldenberg is an Inventor, and all products using, related to or derived from products for which Dr. Goldenberg is an Inventor. The percentage of royalties that the Company will pay to Dr. Goldenberg on each patented product will be determined based on the percentage of royalties that the Company must pay to external third parties, and payments are to continue for the life of the patent, as defined in the Amended and Restated Goldenberg Agreement. In the event the Company completes a disposition of the Company’s undeveloped assets for which Dr. Goldenberg was an Inventor, the Company will pay Dr. Goldenberg a sum equal to at least twenty percent or more of the consideration the Company receives from each disposition. The Company’s obligation to compensate Dr. Goldenberg upon dispositions of undeveloped assets applies to all dispositions of such assets completed within the contract term or within three years thereafter, even if the Company actually receives the consideration at some time after the three (3) year period elapses. For the 2017 and 2016 fiscal years, Dr. Goldenberg received the minimum payment under the Amended and Restated Goldenberg Agreement. Dr. Goldenberg also is compensated by IBC Pharmaceuticals as discussed in greater detail below. Cynthia L. Sullivan Effective July 1, 2014, the Company entered into the Fifth Amended and Restated Employment Agreement with Cynthia L. Sullivan pertaining to Ms. Sullivan’s service to the Company as the Company’s President and Chief Executive Officer (the “Amended Sullivan Agreement”). The Amended Sullivan Agreement expired in accordance with its terms on July 1, 2017. On November 2, 2017, the Settlement Agreement was entered into (see below) by Ms. Sullivan and other parties. Immediately upon the execution of the Settlement Agreement, Ms. Sullivan resigned from her position as a director of the Company and to resign from all office and director positions with any of the Company’s affiliates, effective as of the date of the Settlement Agreement. The Settlement Agreement provides that Ms. Sullivan will abide by all post-termination covenants and obligations contemplated by the Amended Sullivan Agreement. In exchange for a release of claims as required by the Amended Sullivan Agreement and subject to compliance with the terms of the Settlement Agreement, Ms. Sullivan will be entitled to (i) termination payments in accordance with the Amended Sullivan Agreement for a termination without Good Cause after a Change in Control, (ii) accelerated vesting or extension of the exercise period for equity awards already earned, pursuant to the Amended Sullivan Agreement, and (iii) COBRA payments. The foregoing cash payments, which the Company has paid pursuant to the terms of the Settlement Agreement, accumulated to approximately $3.1 million . Additionally, certain restricted stock units and performance stock units that accelerated or otherwise became vested as set forth in the Settlement Agreement were settled in accordance with the terms of applicable award agreements. In addition to this amount, an additional cash payment of $0.9 million is in dispute. The Parties to the Settlement Agreement have agreed to arbitrate this dispute. The Company has agreed to pay in full the arbitrator in such arbitration as well as reasonable attorneys’ fees and expenses incurred by Dr. Goldenberg and Ms. Sullivan in connection with any such arbitration, up to a maximum amount of $650,000 combined. As of June 30, 2018, $260,177 of expenses have been incurred regarding such arbitration. b. Legal Matters Patent litigation: Immunomedics filed a first amended complaint on October 22, 2015 and a second amended complaint on January 14, 2016 in the United States District Court for the District of New Jersey, against Roger Williams Medical Center (“RWMC”), Richard P. Junghans, M.D., Ph.D. and Steven C. Katz, M.D. seeking lost profits, unjust enrichment damages and compensatory damages resulting from the infringement of its patents. The second amended complaint alleges that RWMC and Dr. Junghans breached a Material Transfer Agreement (“MTA”) through which it provided to them a monoclonal antibody known as MN-14 and related materials. Defendants are alleged to have breached the MTA and to have been negligent by, among other things, using the materials beyond the agreed-upon Research Project, sharing confidential information, failing to provide Immunomedics with a right of first refusal, failing to notify Immunomedics of intended publications prior to publishing, and refusing to return the materials upon request. Immunomedics also asserts defendants: claims of conversion, tortious interference, unjust enrichment, and infringement of three patents owned by Immunomedics. On January 28, 2016, defendants filed an Answer to the Second Amended Complaint. On October 12, 2016, Immunomedics filed a Third Amended Complaint, and further added as defendants Sorrento Therapeutics, Inc. and its subsidiaries TNK Therapeutics, Inc., BDL Products, Inc., and CARgenix Holdings, LLC. Defendants Junghans, Katz, and RWMC subsequently moved to dismiss for failure to state a claim on November 14, 2016, but this motion was denied on January 4, 2017. On December 2, 2016, Sorrento, TNK, BDL, and CARgenix moved to dismiss for lack of personal jurisdiction over them in New Jersey. The court granted this motion on January 25, 2017. On January 20, 2017, the court held a Markman hearing to construe the claims in the patents in suit. On February 28, 2017, the court issued an opinion and order finding, inter alia, that the term “effective amount” in the patents in suit is not indefinite and should be given its plain and order meaning, as proposed by Immunomedics, of “an amount capable of producing the claim result.” On May 11, 2017, the court entered an order referring the matter to mediation and designating Garrett E. Brown, Jr. (ret.) as the mediator. The mediation did not result in a settlement. Discovery in this case is ongoing and no trial date has been set. Stockholder complaints: Class Action Stockholder Federal Securities Cases Two purported class action cases were filed in the United States District Court for the District of New Jersey; namely, Fergus v. Immunomedics, Inc., et al., No. 2:16-cv-03335, filed June 9, 2016; and Becker v. Immunomedics, Inc., et al., No. 2:16-cv-03374, filed June 10, 2016. These cases arise from the same alleged facts and circumstances, and seek class certification on behalf of purchasers of our common stock between April 20, 2016 and June 2, 2016 (with respect to the Fergus matter) and between April 20, 2016 and June 3, 2016 (with respect to the Becker matter). These cases concern the Company’s statements in press releases, investor conference calls, and SEC filings beginning in April 2016 that the Company would present updated information regarding its IMMU-132 breast cancer drug at the 2016 American Society of Clinical Oncology (“ASCO”) conference in Chicago, Illinois. The complaints allege that these statements were false and misleading in light of June 2, 2016 reports that ASCO had canceled the presentation because it contained previously reported information. The complaints further allege that these statements resulted in artificially inflated prices for our common stock, and that the Company and certain of its officers are thus liable under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. An order of voluntary dismissal without prejudice was entered on November 10, 2016 in the Becker matter. An order granting motion to consolidate cases, appoint lead plaintiff, and approve lead and liaison counsel was entered on February 7, 2017 in the Fergus matter. A consolidated complaint was filed on October 4, 2017. The Company filed a motion to dismiss the consolidated complaint on January 26, 2018 and the motion was fully briefed as of April 4, 2018. Oral argument has not yet been scheduled. Stockholder Derivative Action in the Superior Court of New Jersey On October 3, 2016, plaintiff commenced an action captioned Rosenfeld v. Goldenberg, et al., No. L-2200-16, alleging the same underlying facts and circumstances as in the pending federal securities class action, the Fergus matter. Specifically, this action concerns the Company’s statements in press releases, investor conference calls, and SEC filings beginning in April 2016 that the Company would present updated information regarding its IMMU-132 breast cancer drug at the 2016 ASCO conference in Chicago, Illinois. The complaint alleges that these statements were false and misleading in light of the June 2, 2016 reports that ASCO had canceled the presentation because it contained previously reported information. The complaint further alleges that these statements resulted in artificially inflated prices for our common stock, and that certain directors and officers of the Company breached their fiduciary duties to the Company. In addition to monetary damages, the complaint seeks to require the Company to reform its corporate governance and internal procedures. Service was effectuated on all defendants on April 7, 2017. Defendants moved to dismiss the complaint on June 19, 2017. In lieu of responding, an amended complaint was filed on October 13, 2017. John Neff was substituted for plaintiff Seymour Rosenfeld in the amended complaint. The Company filed a motion to dismiss the amended complaint on December 4, 2017 and the Court granted the motion to dismiss without prejudice by order dated March 29, 2018. Stockholder Claim in the Court of Chancery of the State of Delaware On February 13, 2017, venBio commenced an action captioned venBio Select Advisor LLC v. Goldenberg, et al., C.A. No. 2017-0108-VCL (Del. Ch.) (the “venBio Action”), alleging that Company’s Board breached their fiduciary duties when the Board (i) amended the Company’s Amended and Restated By-laws (the “By-Laws”) to call for a plurality voting regime for the election of directors instead of majority voting, and providing for mandatory advancement of attorneys’ fees and costs for the Company’s directors and officers, (ii) rescheduled the Company’s 2016 Annual Meeting of Stockholders (the “2016 Annual Meeting”) from December 14, 2016 to February 16, 2017, and then again to March 3, 2017, and (iii) agreed to the proposed Licensing Transaction with Seattle Genetics. venBio also named Seattle Genetics as a defendant and sought an injunction preventing the Company from closing the licensing transaction with Seattle Genetics. On March 6, 2017, venBio amended its complaint, adding further allegations. The Court of Chancery entered a temporary restraining order on March 9, 2017, enjoining the closing of the Licensing Transaction. venBio amended its complaint a second time on April 19, 2017, this time adding Greenhill & Co. Inc. and Greenhill & Co. LLC (together “Greenhill”), the Company’s financial advisor on the Licensing Transaction, as an additional defendant. On May 3, 2017, venBio and the Company and individual defendants Dr. Goldenberg, Ms. Sullivan and Mr. Brian A. Markison, a director of the Company (collectively, the “Individual Defendants”) entered into the Initial Term Sheet. On June 8, 2017, venBio the Company and Greenhill entered into the Greenhill Term Sheet. Pursuant to the Settlement Agreement, if the Court of Chancery approves the settlement, all claims that were asserted by venBio against the Individual Defendants or Greenhill in the venBio Action will be released. On May 24, 2018 the remaining parties to the venBio Action participated in a mediation of the claims against Geoff Cox, Robert Forrester, Bob Oliver, and Jason Aryeh. The mediation was unsuccessful. Geoff Cox, Robert Forrester, Bob Oliver, and Jason Aryeh have submitted motions to dismiss the claims against them in the venBio Action, which remain pending in the Court of Chancery. c. Directors and Officers Liability Insurance The Company has filed claims with its insurance providers for various expenses incurred through June 30, 2017 for proxy defense-related expenses and reimbursement amounts payable to venBio for fees and expenses incurred by venBio in connection with the proxy contest between venBio and the Company. d. Other matters: Immunomedics is also a party to various claims and litigation arising in the normal course of business, which includes some or all of certain of its patents. While it is not possible to determine the outcome of these matters, the Company believes that the resolution of all such matters will not have a material adverse effect on its consolidated financial position or liquidity, but could possibly be material to its consolidated results of operations in any one accounting period. e. Operating Leases As of June 30, 2018, future minimum lease commitments under noncancelable operating leases were as follows (in thousands): 2019 $ 2,447 2020 $ 1,477 2021 $ 1,523 2022 $ 1,547 2023 $ 1,575 Thereafter $ 12,062 Rental expense was approximately $1.3 million , $0.9 million and $0.8 million for fiscal years ended June 30, 2018, 2017, and 2016, respectively. f. Purchase Obligations We have several commitments primarily to purchase consulting services and manufacturing services totaling $10.7 million in 2019. |
Geographic Segments
Geographic Segments | 12 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Geographic Segments | Geographic Segments Immunomedics manages its operations as one line of business of researching, developing, manufacturing and marketing biopharmaceutical products, particularly antibody-based products for cancer and other serious diseases, and it currently reports as a single industry segment. Immunomedics conducts its research and development activities primarily in the United States Immunomedics marketed and sold LeukoScan ® throughout Europe and in certain other countries outside the United States The Company discontinued the sale of LeukoScan ® during the third quarter of 2018 to focus on its ADC business. The following table presents financial information based on the geographic location of the facilities of Immunomedics as of and for the years ended (in thousands): June 30, 2018 2017 Total assets: United States $ 662,519 $ 161,484 Europe 1,654 1,089 Total $ 664,173 $ 162,573 June 30, 2018 2017 Property and equipment, net: United States $ 15,649 $ 5,166 Europe 84 79 Total $ 15,733 $ 5,245 June 30, 2018 2017 2016 Revenues: United States $ 655 $ 648 $ 972 Europe 1,501 2,443 2,261 Total 2,156 3,091 3,233 (Loss) income before taxes: United States (274,260 ) (153,348 ) (63,688 ) Europe 529 103 (502 ) Total $ (273,731 ) $ (153,245 ) $ (64,190 ) |
Defined Contribution Plans
Defined Contribution Plans | 12 Months Ended |
Jun. 30, 2018 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plans | Defined Contribution Plans United States employees are eligible to participate in the Company’s 401(k) plan, while employees in international locations are eligible to participate in other defined contribution plans. Aggregate Company contributions to its benefit plans totaled approximately $120 thousand , $104 thousand and $99 thousand for the years ended June 30, 2018 , 2017 and 2016 , respectively. |
Quarterly Results of Operations
Quarterly Results of Operations (Unaudited) | 12 Months Ended |
Jun. 30, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results of Operations | Quarterly Results of Operations (Unaudited) The following table present summarized unaudited quarterly financial data: Three Months Ended (In thousands, except for per share amounts) June 30, 2018 March 31, 2018 December 31, 2017 September 30, 2017 Consolidated Statements of Comprehensive Loss Data: Revenues $ 387 $ 482 $ 597 $ 690 Net loss attributable to Immunomedics, Inc. stockholders $ (117,032 ) $ (35,546 ) $ (2,514 ) $ (118,745 ) Loss per common share attributable to Immunomedics Inc. stockholders – (basic and diluted) $ (0.68 ) $ (0.21 ) $ (0.02 ) $ (0.97 ) Weighted average shares used to calculate loss per common share – (basic and diluted) 171,124 166,054 154,487 122,550 Three Months Ended (In thousands, except for per share amounts) June 30, 2017 March 31, 2017 December 31, 2016 September 30, 2016 Consolidated Statements of Comprehensive Loss Data: Revenues $ 642 $ 1,323 $ 384 $ 742 Net loss attributable to Immunomedics, Inc. stockholders $ (53,255 ) $ (59,306 ) $ (24,447 ) $ (16,198 ) Loss per common share attributable to Immunomedics Inc. stockholders – (basic and diluted) $ (0.48 ) $ (0.56 ) $ (0.25 ) $ (0.18 ) Weighted average shares used to calculate loss per common share – (basic and diluted) 109,891 107,840 104,657 95,884 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Principles of consolidation and presentation | Principles of Consolidation and Presentation The consolidated financial statements include the accounts of Immunomedics and its subsidiaries. Noncontrolling interests in consolidated subsidiaries in the Consolidated Balance Sheets represent minority stockholders' proportionate share of the equity (deficit) in such subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of estimates | Use of Estimates The preparation of financial statements in conformity with United States generally accepted accounting principles 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 reported period. Actual results could differ from those estimates. The Company’s significant estimates and assumptions relate to stock compensation expenses, interest expense on liability related to sale of future royalties, and determination of fair value of warrants. |
Debt financing | Interest Expense on Liability Related to Sale of Future Royalties |
Foreign currencies | Foreign Currencies For subsidiaries outside of the United States that operate in a local currency environment, income and expense items are translated to United States dollars at the monthly average rates of exchange prevailing during the year, assets and liabilities are translated at year-end exchange rates and equity accounts are translated at historical exchange rates. Translation adjustments are accumulated in a separate component of stockholders' equity in the Consolidated Balance Sheets and the Consolidated Statements of Changes in Stockholders’ Equity (Deficit) and are included in the determination of comprehensive (loss) income in the Consolidated Statements of Comprehensive Loss. Transaction gains and losses are included in the determination of net loss in the Consolidated Statements of Comprehensive Loss. |
Fair value of financial instruments | Financial Instruments The carrying amount of cash and cash equivalents, other current assets and current liabilities approximate fair value due to the short-term maturity of these instruments. The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. |
Marketable securities | Marketable Securities Marketable securities, all of which are available-for-sale, consist of corporate debt securities, United States bonds, United States sponsored agencies and municipal bonds. Corporate debt securities include Eurodollar issues of United States corporations, and United States dollar denominated issues of foreign corporations. Marketable securities are carried at fair value, with unrealized gains and losses, net of related income taxes, reported as accumulated other comprehensive loss, except for losses from impairments which are determined to be other-than-temporary. Realized gains and losses, and declines in value judged to be other-than-temporary on available-for-sale securities are included in the determination of net loss and are included in interest and other income (net), at which time the average cost basis of these securities are adjusted to fair value. Fair values are based on quoted market prices at the reporting date. Interest and dividends on available-for-sale securities are included in interest and other income (net). |
Concentration of credit risk | Concentration of Credit Risk Cash and marketable securities are financial instruments that potentially subject the Company to concentration of credit risk. Our investment policy is to invest only in institutions that meet high credit quality standards and establishes limits on the amount and time to maturity of investments with any individual counterparty. The policy also requires that investments are only entered into with corporate and financial institutions that meet high credit quality standards. |
Revenue recognition | Revenue Recognition The Company has accounted for revenue arrangements that include multiple deliverables as a separate unit of accounting if both of the following criteria are met: a) the delivered item has value to the customer on a standalone basis, and b) if the right of return exists, delivery of the undelivered items is considered probable and substantially in the control of the vendor. If these criteria are not met, the revenue elements must be considered a single unit of accounting for purposes of revenue recognition. The Company allocates revenue consideration, excluding contingent consideration, based on the relative selling prices of the separate units of accounting contained within an arrangement containing multiple deliverables. Relative selling prices are determined using vendor specific objective evidence, if it exists; otherwise third-party evidence or the Company’s best estimate of selling price is used for each deliverable. Payments received under contracts to fund certain research activities are recognized as revenue in the period in which the research activities are performed. Payments received in advance that are related to future performance are deferred and recognized as revenue when the research projects are performed. Upfront nonrefundable fees associated with license and development agreements where the Company has continuing involvement in the agreement are recorded as deferred revenue and recognized over the estimated service period. The Company estimates the period of continuing involvement based on the best evidential matter available at each reporting period. If the estimated service period is subsequently modified, the period over which the upfront fee is recognized is modified accordingly on a prospective basis. In order to determine the revenue recognition for contingent milestones, the Company evaluates the contingent milestones using the criteria as provided by the Financial Accounting Standards Boards (“FASB”) guidance on the milestone method of revenue recognition, as explained in ASU 2010-17, “Milestone Method of Revenue Recognition,” at the inception of a collaboration agreement. The criteria requires that (i) the Company determines if the milestone is commensurate with either its performance to achieve the milestone or the enhancement of value resulting from the Company’s activities to achieve the milestone, (ii) the milestone be related to past performance, and (iii) the milestone be reasonable relative to all deliverable and payment terms of the collaboration arrangement. If these criteria are met then the contingent milestones can be considered as substantive milestones and will be recognized as revenue in the period that the milestone is achieved. Royalties are recognized as earned in accordance with the terms of various research and collaboration agreements. Revenue from the sale of diagnostic products was recorded when there was persuasive evidence that an arrangement exists, delivery had occurred, the price was fixed and determinable or collectability was reasonably assured. Allowances, if any, were established for uncollectible amounts, estimated product returns and discounts. Since allowances were recorded based on management’s estimates, actual amounts may be different in the future. |
Research and development costs | Research and Development Costs Research and development costs are expensed as incurred. Costs incurred for clinical trials for patients and investigators are expensed as services are performed in accordance with the agreements in place with the institutions. Research and development costs include salaries and benefits, costs associated with producing biopharmaceutical compounds, laboratory supplies, the costs of conducting clinical trials, and facilities costs. In addition, the Company uses clinical research organizations (CRO) and contract manufacturing operations (CMO) to outsource portions of our research and development activities. |
Common Stock Warrants | Common Stock Warrants In connection with certain financing transactions in October 2016 and February 2017, the Company issued warrants and recorded them as liabilities due to certain net cash settlement provisions. The warrants were recorded at fair value using the Black-Scholes valuation model. The Black-Scholes valuation model takes into account, as of the valuation date, factors including the current exercise price, the term of the warrant, the current price of the underlying stock and its expected volatility, expected dividends on the stock, and the risk-free interest rate for the term of the warrant. These warrants are subject to re-measurement at each balance sheet date until the warrants are exercised or expired, and any change in fair value is recognized as “change in the fair value of warrant liability” in the consolidated statements of operations. |
Fair value measurements | Fair Value Measurements The Company categorizes its financial instruments measured at fair value into a three-level fair value hierarchy that prioritizes the inputs used in determining the fair value of the asset or liability. The three levels of the fair value hierarchy are as follows: • Level 1 - Financial instruments whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market which the company has the ability to access at the measurement date (examples include active exchange-traded securities and most United States Government and agency securities). • Level 2 - Financial instruments whose value are based on quoted market prices in markets where trading occurs infrequently or whose values are based on quoted prices of instruments with similar attributes in active markets. • Level 3 - Financial instruments whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management's own assumptions about the assumptions a market participant would use in pricing the asset. The Company’s financial instruments consist of cash and cash equivalents, marketable securities, accounts receivable, accounts payable and accrued expenses, warrant liability, liabilities related to the sale of future royalties and Convertible Senior Notes. The carrying amount of accounts receivable, accounts payable and accrued expenses are generally considered to be representative of their respective fair values because of the short-term nature of those instruments as of June 30, 2018 and 2017 . |
Income taxes | Income Taxes The Company uses the asset and liability method to account for income taxes, including the recognition of deferred tax assets and deferred tax liabilities for the anticipated future tax consequences attributable to differences between financial statements amounts and their respective tax bases. The Company reviews its deferred tax assets for recovery. A valuation allowance is established when the Company believes that it is more likely than not that its deferred tax assets will not be realized. Changes in valuation allowances from period to period are included in the Company’s tax provision in the period of change. The Company has recorded a full valuation allowance against its net deferred tax assets as of June 30, 2018 . The Tax Cuts and Jobs Act (the "Act") was signed into law on December 22, 2017. Among its numerous changes to the Internal Revenue Code, the Act reduces United States corporate rates from 35% to 21%. Additionally, the Act limits the use of net operating loss carry backs, however any future net operating losses will instead be carried forward indefinitely. Only 80% of current income will be able to be offset with a net operating loss carryforward, with the remainder of the net operating loss continuing to carry forward. Based on an initial assessment of the Act, the Company believes that the most significant impact on the Company's consolidated financial statements will be reduction of deferred tax assets related to net operating losses and research and development tax credits. Such reduction is expected to be largely offset by changes to the Company's valuation allowance. |
Net loss per share allocable to common stockholders | Net Loss Per Share Allocable to Common Stockholders Net loss per basic and diluted common share allocable to common stockholders is based on the net loss for the relevant period, divided by the weighted-average number of common shares outstanding during the period. For purposes of the diluted net loss per common share calculations, the exercise or exchange of all potential common shares is not included because their effect would have been anti-dilutive, due to the net loss recorded for fiscal years ended June 2018 , 2017 , and 2016 , respectively. The common stock equivalents excluded from the earnings per share calculation are 9,988,110 , 66,069,081 and 26,665,296 for the fiscal years ended June 2018 , 2017 , and 2016 , respectively. |
Net comprehensive loss | Net Comprehensive Loss Net comprehensive loss consists of net loss, unrealized loss on available for sale securities and foreign exchange translation adjustments and is presented in the condensed consolidated statements of comprehensive loss. |
Stock-based compensation | Stock-Based Compensation The Company utilizes stock-based compensation in the form of stock options, stock appreciation rights, stock awards, stock unit awards, performance shares, cash-based performance units and other stock-based awards, each of which may be granted separately or in tandem with other awards. The grant-date fair value of stock awards is based upon the underlying price of the stock on the date of grant. The grant-date fair value of stock option awards must be determined using an option pricing model. Option pricing models require the use of estimates and assumptions as to (a) the expected term of the option, (b) the expected volatility of the price of the underlying stock and (c) the risk-free interest rate for the expected term of the option. The Company uses the Black-Scholes option pricing formula for determining the grant-date fair value of such awards. The fair value of option awards that vest based on achievement of certain market conditions are determined using a Monte Carlo simulation technique. The expected term of the option is based upon the contractual term and expected employee exercise and expected post-vesting employment termination behavior. The expected volatility of the price of the underlying stock is based upon the historical volatility of the Company’s stock computed over a period of time equal to the expected term of the option. The risk free interest rate is based upon the implied yields currently available from the United States Treasury yield curve in effect at the time of the grant. Pre-vesting forfeiture rates are estimated based upon past voluntary termination behavior and past option forfeitures. |
Recently issued accounting pronouncements | Recently Issued Accounting Pronouncements Accounting Standard adopted during the year: In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-09, " Improvements to Employee Share-Based Payment Accounting, " which simplified several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Public companies are required to adopt this standard in annual reporting periods beginning after December 15, 2016, and interim periods within those annual periods. We implemented ASU 2016-09 effective July 1, 2017, which did not have a material impact on the consolidated financial statement presentation. Accounting Standards yet to be adopted: In June 2018, the FASB issued ASU 2018-07, " Compensation-Stock Compensation, " to improve the usefulness of information provided to users of financial statements while reducing cost and complexity in financial reporting and provide guidance aligning the measurement and classification for share-based payments to nonemployees with the guidance for share-based payments to employees. Under the guidance, the measurement of equity-classified nonemployee awards will be fixed at the grant date. This standard is effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal those annual periods. Early adoption is permitted, but no earlier than an entity's adoption date of Topic 606. We are currently assessing the impact of ASU 2018-07. In November 2016, the FASB issued Accounting Standards Update ("ASU") 2016-18 "Statement of Cash Flows (Topic 230): Restricted Cash.” The amendments in this update require that cash and cash equivalent balances in a statement of cash flows include those amounts deemed to be restricted cash and restricted cash equivalents. ASU 2016-18 is effective for annual reporting periods beginning after December 15, 2017 and early adoption is permitted. We do not anticipate a material impact on our financial statements and disclosures upon adoption of ASU 2016-18. In August 2016, the FASB issued ASU 2016-15, “ Statement of Cash Flows: Clarification of Certain Cash Receipts and Cash Payments ”, which eliminates the diversity in practice related to the classification of certain cash receipts and payments in the statement of cash flows, by adding or clarifying guidance on eight specific cash flow issues. ASU 2016-15 is effective for annual and interim reporting periods beginning after December 15, 2017 and early adoption is permitted. ASU 2016-15 provides for retrospective application for all periods presented. We are assessing the impact of ASU 2016-15 and will adopt it when effective. In February 2016, the FASB issued ASU 2016-02, “ Leases ” and issued subsequent amendments to the initial guidance contained within ASU 2017-13. This standard requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations (see Note 15) created by lease terms of more than 12 months. The amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and early application is permitted. We are currently assessing the impact of ASU 2016-02. In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “ Revenue from Contracts with Customers ” (ASU 2014-09) and has subsequently issued a number of amendments to ASU 2014-09. The new standard, as amended, provides a single comprehensive model to be used in the accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific guidance. The standard’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASU 2014-09 includes provisions within a five step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new standard will be effective for us beginning July 1, 2018 and permits two methods of adoption: the full retrospective method, which requires the standard to be applied to each prior period presented, or the modified retrospective method, which requires the cumulative effect of adoption to be recognized as an adjustment to opening retained earnings in the period of adoption. We will adopt the standard using the modified retrospective method. We don't anticipate adoption to have a material impact on our financial statements given our historical immaterial revenue. Adoption of this standard will require changes to our business processes, systems and controls to support the additional required disclosures. We are in the process of identifying and designing such changes to ensure our readiness as we plan to commercialize our product candidates in 2019. |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | Marketable securities at June 30, 2017 consist of the following (in thousands): Gross Gross Amortized Unrealized Unrealized Cost Gain (Loss) Fair Value U.S. Treasury Bonds $ 35,086 $ — $ (24 ) $ 35,062 Certificate of Deposits 15,298 — — 15,298 U.S. Government Sponsored Agencies 18,357 — (13 ) 18,344 Corporate Debt Securities 32,692 — (33 ) 32,659 Commercial Paper 10,144 1 — 10,145 $ 111,577 $ 1 $ (70 ) $ 111,508 Marketable securities at June 30, 2018 consist of the following (in thousands): Gross Gross Amortized Unrealized Unrealized Cost Gain (Loss) Fair Value U.S. Treasury Bonds $ 9,641 $ — $ (9 ) $ 9,632 Certificate of Deposits 5,610 — — 5,610 U.S. Government Sponsored Agencies 6,751 — (2 ) 6,749 Corporate Debt Securities 4,510 — (5 ) 4,505 Commercial Paper 249 — — 249 $ 26,761 $ — $ (16 ) $ 26,745 |
Maturities of Marketable Securities | Maturities of debt securities classified as available-for-sale were as follows at June 30, 2018 (in thousands): Net Carrying Fair Value Amount Due within one year $ 21,745 $ 21,860 Due after one year through five years 5,000 5,009 $ 26,745 $ 26,869 |
Debt Debt (Tables)
Debt Debt (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Allocation of fair value to liability | The Company allocated the transaction consideration on a relative fair value to the liability and common stock in accordance with ASC 470-10 as follows (in thousands): Allocated Units of Accounting: Consideration Liability related to sale of future royalties $ 182,216 Common stock 67,784 $ 250,000 |
Deferred revenue, by arrangement | The following table shows the activity within liability related to sale of future royalties during the year ended June 30, 2018 (in thousands): Liability related to sale of future royalties at January 7, 2018 $ 182,216 Interest expense recognized 19,791 Carrying value of liability related to sale of future royalties at June 30, 2018 $ 202,007 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | The following table summarizes the components of share-based compensation expense in the consolidated statements of comprehensive loss for the fiscal years ended June 30, 2018 , 2017 and 2016 (in thousands): Fiscal Year Ended June 30, 2018 2017 2016 Research and development $ 2,414 $ 2,600 $ 2,245 General and administrative 1,610 1,733 1,496 Total share-based compensation expense $ 4,024 $ 4,333 $ 3,741 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | We estimated the fair value of options granted using a Black-Scholes option pricing model with the following assumptions: Years Ended June 30, 2018 2017 2016 Expected dividend yield —% —% —% Expected option term (years) 4.84 5.04 5.03 Expected stock price volatility 70% 63% 58% Risk-free interest rate 1.72% - 2.89% 1.16% - 2.15% 1.00% - 1.64% |
Share-based Compensation, Stock Options, Activity | The following table summarizes all stock option activity for the year ended June 30, 2018 : Weighted Weighted Average Remaining Aggregate Options Average Exercise Contractual Intrinsic Value (in thousands) Price Per Option Term (Years) (in thousands) Options outstanding, beginning of year 2,893 $ 3.48 3.96 $ 15,490 Changes during the year: Granted 1,370 $ 14.90 Exercised (586 ) $ 3.86 Expired or forfeited (128 ) $ 10.19 Options outstanding, end of year 3,549 $ 7.58 4.43 $ 57,123 Vested as of June 30, 2018 1,852 $ 3.47 2.90 $ 37,420 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | Information regarding the Company's RSU's for the year ended June 30, 2018 is as follows: Non-Vested Restricted Stock Units Share Equivalent (in thousands) Weighted Average Grant Date Fair Value Non-vested at June 30, 2017 1,500 $ 2.28 Changes during the period: Restricted Units Granted 35 8.46 Vested/Exercised — — Non-vested at June 30, 2018 1,535 $ 2.83 |
Schedule of Share-based Compensation, Performance Stock and Performance Stock Units Activity | The following table summarizes the Company's performance-based restricted stock unit activity for the year ended June 30, 2018 is presented below: Non-Vested Performance Stock Units Share Equivalent (in thousands) Weighted Average Grant Date Fair Value Non-vested at June 30, 2017 — $ — Changes during the period: Performance Units Granted 538 7.29 Canceled — — Vested/Exercised — — Non-vested at June 30, 2018 538 $ 7.29 |
Estimated Fair Value of Finan29
Estimated Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments Recorded on Condensed Consolidated Balance Sheets | ($ in thousands) June 30, 2018 Level 1 Level 2 Level 3 Total Money Market Funds Note (a) $ 300,865 $ — $ — $ 300,865 Marketable Securities: U.S. Treasury Bonds 9,632 — — 9,632 Certificate of Deposits 5,610 — — 5,610 U.S. Government Sponsored Agencies 6,749 — — 6,749 Corporate Debt Securities 4,505 — — 4,505 Commercial Paper 249 — — 249 Total $ 327,610 $ — $ — $ 327,610 ($ in thousands) June 30, 2017 Level 1 Level 2 Level 3 Total Money Market Funds Note (a) $ 36,776 $ — $ — $ 36,776 Marketable Securities: U.S. Treasury Bonds 35,062 — — 35,062 Certificate of Deposits 15,298 — — 15,298 U.S. Government Sponsored Agencies 18,344 — — 18,344 Corporate Debt Securities 32,659 — — 32,659 Commercial Paper 10,145 — — 10,145 Total $ 148,284 $ — $ — $ 148,284 (a) The money market funds noted above are included in cash and cash equivalents. |
Schedule of Carrying Amounts and Estimated Fair Values (Level 2) of Debt Instruments | The carrying amounts and estimated fair values (Level 2) of debt instruments are as follows (in thousands): As of June 30, 2018 As of June 30, 2017 Carrying Estimated Carrying Estimated Amount Fair Value Amount Fair Value Convertible Senior Notes $ 19,763 $ 89,436 $ 98,084 $ 180,950 |
Schedule of assumptions used in estimating fair value of the warrant liability | June 30, 2018 (2) June 30, 2017 (1) June 30, 2017 (2) February 10, 2017 October 11, 2016 Risk-free interest rate 1.95% 1.14% 1.38% 1.47% 0.87% Expected remaining term 0.28 years 0.5 years 1.3 years 3.0 years 2.0 years Expected volatility 60.00% 69.34% 73.85% 71.42% 75.00% Dividend yield —% —% —% —% —% (1) Represents the fair value assumptions for the warrants issued in connection with February 10, 2017 stock purchase agreement. (2) Represents the fair value assumptions for the warrants issued in connection with October 11, 2016 public offering. |
Schedule of warrant liability | The following table sets forth the warrant activity for the year ended June 30, 2018 ($ in thousands): Number of Estimated Fair Value (in thousands) Warrants Level 2 Fair value - 6/30/2017 18,656 $ 90,706 Reclassification of warrant liability to equity (18,206 ) (190,369 ) Changes in fair market value of warrant liabilities — 108,636 Fair value - 6/30/2018 450 $ 8,973 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consisted of the following at June 30, in thousands: Lives (Years) 2018 2017 Machinery and equipment 5-10 $ 11,216 $ 9,353 Leasehold improvements 7-10 30,657 21,602 Furniture and fixtures 10 1,070 976 Computer equipment 5 3,648 2,875 46,591 34,806 Accumulated depreciation and amortization (30,858 ) (29,561 ) $ 15,733 $ 5,245 |
Accounts Payable and Accrued 31
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of the following at June 30 (in thousands): 2018 2017 Trade accounts payable $ 24,818 $ 5,222 Clinical trial accruals 2,110 2,865 Executive severance liabilities 2,388 5,542 Reimbursement for proxy expenses 484 4,505 Contract manufacture organization expenses — 3,769 Proxy defense-related expenses — 6,967 Miscellaneous other current liabilities 1,864 2,497 $ 31,664 $ 31,367 |
Accumulated Other Comprehensi32
Accumulated Other Comprehensive (Loss) Income (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Components of Accumulated Other Comprehensive (Loss) Income | Currency Net Unrealized Gains Accumulated Other Translation (Losses) on Available- Comprehensive Adjustments for-Sale Securities (Loss) Income Balance at June 30, 2015 $ (173 ) $ 12 $ (161 ) Other comprehensive income before reclassifications 1 30 31 Amounts reclassified from accumulated other comprehensive (loss) (a) — (2 ) (2 ) Net other comprehensive income for the year 1 28 29 Balance at June 30, 2016 (172 ) 40 (132 ) Other comprehensive loss before reclassifications (62 ) (125 ) (187 ) Amounts reclassified from accumulated other comprehensive income (a) — 16 16 Net other comprehensive loss for the year (62 ) (109 ) (171 ) Balance at June 30, 2017 (234 ) (69 ) (303 ) Other comprehensive income before reclassifications (105 ) 55 (50 ) Amounts reclassified from accumulated other comprehensive income (loss) (a) — — — Net other comprehensive (loss) income for the year (105 ) 55 (50 ) Balance at June 30, 2018 $ (339 ) $ (14 ) $ (353 ) (a) For the fiscal years ended June 30, 2018 , 2017 and 2016 , zero , $16 thousand and $2 thousand , respectively, were reclassified from accumulated other comprehensive (loss) income to interest and other income, respectively. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Expense for Income Taxes | The expense (benefit) for income taxes is as follows (in thousands): Year Ended June 30, 2018 2017 2016 Federal Current $ — $ — $ — Deferred — — — Total Federal — — — State Current 2 2 (5,054 ) Deferred — — — Total State 2 2 (5,054 ) Foreign Current 154 19 — Deferred — — — Total Foreign 154 19 — Total Expense (Benefit) $ 156 $ 21 $ (5,054 ) |
Reconciliation of Statutory Tax Rates and Effective Tax Rates | A reconciliation of the statutory tax rates and the effective tax rates for each of the years ended June 30 is as follows: 2018 2017 2016 Statutory rate (28.0 )% (34.0 )% (34.0 )% Foreign income tax — % — % — % Change in valuation allowance 21.1 % 21.9 % 30.4 % State income taxes, (net of federal tax benefit) (4.3 )% (4.8 )% (2.8 )% Permanent differences, (primarily warrant-related expenses) 11.3 % 15.3 % — % Other — % 1.6 % (1.6 )% Effective rate 0.1 % — % (8.0 )% |
Tax Effects of Temporary Differences in Deferred Tax Assets | The tax effects of temporary differences that give rise to significant portions of the Company’s deferred tax assets as of June 30, 2018 and 2017 are presented below (in thousands): 2018 2017 Deferred tax assets: NOL carry forwards $ 90,931 $ 134,476 Research and development credits 17,730 14,357 Property and equipment — 3,406 Liability related to sale of future royalties 49,235 — Other 3,489 7,335 Total 161,385 159,574 Valuation allowance (160,540 ) (159,574 ) Net deferred assets $ 845 $ — Deferred tax liabilities: Property and equipment $ (845 ) $ — Net deferred assets and liabilities $ — $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Minimum Lease Commitments for Facilities | As of June 30, 2018, future minimum lease commitments under noncancelable operating leases were as follows (in thousands): 2019 $ 2,447 2020 $ 1,477 2021 $ 1,523 2022 $ 1,547 2023 $ 1,575 Thereafter $ 12,062 |
Geographic Segments (Tables)
Geographic Segments (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Financial Information Based on Geographic Location of Facilities | The following table presents financial information based on the geographic location of the facilities of Immunomedics as of and for the years ended (in thousands): June 30, 2018 2017 Total assets: United States $ 662,519 $ 161,484 Europe 1,654 1,089 Total $ 664,173 $ 162,573 June 30, 2018 2017 Property and equipment, net: United States $ 15,649 $ 5,166 Europe 84 79 Total $ 15,733 $ 5,245 June 30, 2018 2017 2016 Revenues: United States $ 655 $ 648 $ 972 Europe 1,501 2,443 2,261 Total 2,156 3,091 3,233 (Loss) income before taxes: United States (274,260 ) (153,348 ) (63,688 ) Europe 529 103 (502 ) Total $ (273,731 ) $ (153,245 ) $ (64,190 ) |
Quarterly Results of Operatio36
Quarterly Results of Operations (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summarized Unaudited Quarterly Financial Data | The following table present summarized unaudited quarterly financial data: Three Months Ended (In thousands, except for per share amounts) June 30, 2018 March 31, 2018 December 31, 2017 September 30, 2017 Consolidated Statements of Comprehensive Loss Data: Revenues $ 387 $ 482 $ 597 $ 690 Net loss attributable to Immunomedics, Inc. stockholders $ (117,032 ) $ (35,546 ) $ (2,514 ) $ (118,745 ) Loss per common share attributable to Immunomedics Inc. stockholders – (basic and diluted) $ (0.68 ) $ (0.21 ) $ (0.02 ) $ (0.97 ) Weighted average shares used to calculate loss per common share – (basic and diluted) 171,124 166,054 154,487 122,550 Three Months Ended (In thousands, except for per share amounts) June 30, 2017 March 31, 2017 December 31, 2016 September 30, 2016 Consolidated Statements of Comprehensive Loss Data: Revenues $ 642 $ 1,323 $ 384 $ 742 Net loss attributable to Immunomedics, Inc. stockholders $ (53,255 ) $ (59,306 ) $ (24,447 ) $ (16,198 ) Loss per common share attributable to Immunomedics Inc. stockholders – (basic and diluted) $ (0.48 ) $ (0.56 ) $ (0.25 ) $ (0.18 ) Weighted average shares used to calculate loss per common share – (basic and diluted) 109,891 107,840 104,657 95,884 |
Business Overview (Details)
Business Overview (Details) | Jun. 15, 2018$ / sharesshares | Jan. 07, 2018USD ($)$ / shares | Oct. 11, 2016USD ($) | Jun. 30, 2018USD ($)subsidiary | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) |
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of subsidiaries | subsidiary | 2 | |||||
Cash, cash equivalents and marketable securities | $ 638,800,000 | |||||
Proceeds from public offering | 299,466,900 | $ 28,578,473 | $ 0 | |||
Underwriting expense | 17,400,000 | |||||
Proceeds from private offering of common stock | 67,784,000 | $ 14,700,000 | $ 0 | |||
Rpi Finance Trust | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Increase in cash due to collaborative agreements | $ 250,000,000 | |||||
Funding And Purchase Agreements | Rpi Finance Trust | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Collaborative arrangement purchase price | $ 175,000,000 | |||||
Over-Allotment Option | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Shares, issued (in shares) | shares | 1,725,000 | |||||
Proceeds from public offering | $ 299,500,000 | |||||
IPO | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Shares, issued (in shares) | shares | 11,500,000 | |||||
Share price (in USD per share) | $ / shares | $ 24 | |||||
Proceeds from private offering of common stock | $ 28,600,000 | |||||
Private placement | Common Stock Purchase Agreement | Rpi Finance Trust | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Share price (in USD per share) | $ / shares | $ 17.15 | |||||
Proceeds from private offering of common stock | $ 75,000,000 | |||||
Minimum | Rpi Finance Trust | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Percentage of premium over share price | 15.00% |
Summary of Significant Accoun38
Summary of Significant Accounting Policies Narrative (Details) - shares | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Accounting Policies [Abstract] | |||
Common stock equivalents excluded from the diluted per share calculation | 9,988,110 | 66,069,081 | 26,665,296 |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost | $ 26,761 | $ 111,577 |
Gross unrealized gain | 0 | 1 |
Gross unrealized (loss) | (16) | (70) |
Fair value | 26,745 | 111,508 |
U.S. Treasury Bonds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost | 9,641 | 35,086 |
Gross unrealized gain | 0 | 0 |
Gross unrealized (loss) | (9) | (24) |
Fair value | 9,632 | 35,062 |
Certificate of Deposits | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost | 5,610 | 15,298 |
Gross unrealized gain | 0 | 0 |
Gross unrealized (loss) | 0 | 0 |
Fair value | 5,610 | 15,298 |
U.S. Government Sponsored Agencies | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost | 6,751 | 18,357 |
Gross unrealized gain | 0 | 0 |
Gross unrealized (loss) | (2) | (13) |
Fair value | 6,749 | 18,344 |
Corporate Debt Securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost | 4,510 | 32,692 |
Gross unrealized gain | 0 | 0 |
Gross unrealized (loss) | (5) | (33) |
Fair value | 4,505 | 32,659 |
Commercial Paper | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost | 249 | 10,144 |
Gross unrealized gain | 0 | 1 |
Gross unrealized (loss) | 0 | 0 |
Fair value | $ 249 | $ 10,145 |
Marketable Securities - Maturit
Marketable Securities - Maturities of Debt Securities Classified as Available-for-Sale (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Investments, Debt and Equity Securities [Abstract] | ||
Fair value, due within one year | $ 21,745 | |
Fair value, due after one year through five years | 5,000 | |
Fair value | 26,745 | $ 111,508 |
Net carrying amount, due within one year | 21,860 | |
Net carrying amount, due after one year through five years | 5,009 | |
Net carrying amount | $ 26,869 |
Inventory Narrative (Details)
Inventory Narrative (Details) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Inventory Disclosure [Abstract] | ||
Inventory | $ 0 | $ 580,016 |
Debt Liability related to sale
Debt Liability related to sale of future royalties, Narrative (Details) - Royalty Arrangement [Member] - Rpi Finance Trust - USD ($) | Jan. 07, 2018 | Jun. 30, 2018 |
Deferred Revenue Arrangement [Line Items] | ||
Collaborative arrangement purchase price | $ 175,000,000 | |
Collaborative Arrangement Royalty Rate as Percentage of Net Sales | 4.15% | |
Collaborative Arrangement Maximum Royalty Amount | $ 2,000,000,000 | |
Collaborative Arrangement Royalty Rate as Percentage of Excess of Global Annual Sales Threshold Limit | 1.75% | |
Collaborative Arrangement Excess of Global Annual Sales Threshold Limit | $ 6,000,000,000 | |
Annual interest rate in calculating liability related to sale of future royalties | 19.00% | |
Non-cash interest expenses | $ 19,791,000 | |
Private placement | ||
Deferred Revenue Arrangement [Line Items] | ||
Agreement purchase shares of common stock (in shares) | 4,373,178 | |
Share price (in USD per share) | $ 17.15 | |
Sale of stock, consideration received on transaction | $ 75,000,000 |
Debt Consideration allocation (
Debt Consideration allocation (Details) - USD ($) | Jun. 30, 2018 | Jan. 07, 2018 | Jun. 30, 2017 |
Deferred Revenue Arrangement [Line Items] | |||
Common stock, value, issued | $ 1,868,011 | $ 1,103,446 | |
Rpi Finance Trust | Royalty Arrangement [Member] | |||
Deferred Revenue Arrangement [Line Items] | |||
Fair value, liability related to sale of future royalties | $ 202,007,000 | $ 182,216,000 | |
Common stock, value, issued | 67,784,000 | ||
Royalty purchase agreement arrangements consideration | $ 250,000,000 |
Debt Liability related to sal44
Debt Liability related to sale of future royalties (Details) - Rpi Finance Trust - Royalty Arrangement [Member] $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Movement in Deferred Revenue [Roll Forward] | |
Fair value, liability related to sale of future royalties, beginning balance | $ 182,216 |
Non-cash interest expenses | 19,791 |
Fair value, liability related to sale of future royalties, ending balance | $ 202,007 |
Debt Convertible Senior Notes (
Debt Convertible Senior Notes (Details) | Sep. 21, 2017USD ($) | Sep. 21, 2017USD ($)shares | Feb. 28, 2015USD ($)$ / sharesshares | Mar. 31, 2018USD ($) | Jun. 30, 2018USD ($)$ / shares | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) |
Debt Instrument [Line Items] | |||||||
Issuance of Common Shares for Debt Conversion | $ 92,307,266 | $ 0 | $ 0 | ||||
Interest on non-recourse debt | 19,789,995 | 0 | 0 | ||||
Amortization of debt issuance costs | $ 1,678,589 | 729,821 | 729,821 | ||||
Four Point Seven Five Percent Convertible Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 100,000,000 | ||||||
Proceeds from debt, net of issuance costs | 96,300,000 | ||||||
Debt instrument, maturity date | Feb. 15, 2020 | ||||||
Payments of debt issuance costs | $ 3,700,000 | ||||||
Debt instrument, interest rate, stated percentage | 4.75% | ||||||
Debt instrument, interest rate, effective percentage | 5.48% | ||||||
Convertible preferred stock, shares issued upon conversion (in shares) | shares | 19,600,000 | ||||||
Conversion ratio | 176.2502 | 195.8336 | |||||
Conversion price | $ / shares | $ 5.11 | $ 1,000 | |||||
Percentage of principal amount redeemed | 100.00% | ||||||
Issuance of Common Shares for Debt Conversion | $ 80,000,000 | ||||||
Denominator of principal amount of debt Used In Conversion | $ 1,000 | ||||||
Issuance of common stock due to debt conversion | shares | 16,799,861 | ||||||
Convertible beneficial conversion feature (in shares) | shares | 1,133,173 | ||||||
Induced conversion of convertible debt expense | $ 13,000,000 | ||||||
Senior notes | $ 20,000,000 | $ 20,000,000 | |||||
Interest on non-recourse debt | $ 3,500,000 | 5,500,000 | 5,500,000 | ||||
Accelerated amortization of financing costs | $ 1,400,000 | ||||||
Amortization of debt issuance costs | $ 1,700,000 | $ 700,000 | $ 700,000 |
Income statement allocation of
Income statement allocation of share-based compensation expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock compensation expense | $ 4,024 | $ 4,333 | $ 3,741 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock compensation expense | 2,414 | 2,600 | 2,245 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock compensation expense | $ 1,610 | $ 1,733 | $ 1,496 |
Share-Based Compensation Stock
Share-Based Compensation Stock Options Narrative (Details) - Employee Stock Option - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Nonvested, compensation not yet recognized, stock options | $ 10.5 | ||
Nonvested, compensation not yet recognized, period | 3 years 6 months | ||
Options, non-vested, weighted average grant date fair value (in USD per share) | $ 8.76 | $ 2.21 | $ 1.08 |
Options, vested in period, fair value | $ 43.8 | $ 17 | $ 6.3 |
Options, exercises in period, intrinsic value | $ 7.8 | $ 2.6 | $ 1.2 |
Share-Based Compensation Fair v
Share-Based Compensation Fair value assumptions (Details) - Employee Stock Option | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected option term (years) | 4 years 10 months 2 days | 5 years 15 days | 5 years 11 days |
Expected stock price volatility | 70.00% | 63.00% | 58.00% |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 1.72% | 1.16% | 1.00% |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 2.89% | 2.15% | 1.64% |
Share-Based Compensation Stoc49
Share-Based Compensation Stock option activity (Details) - Employee Stock Option - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Options, outstanding [Roll Forward] | ||
Options outstanding, start of year (in shares) | 2,893 | |
Granted (in shares) | 1,370 | |
Exercise of stock options (in shares) | (586) | |
Expired or forfeited (in shares) | (128) | |
Options outstanding, end of year (in shares) | 3,549 | 2,893 |
Vested as of June 30, 2018 (in shares) | 1,852 | |
Weighted Average Exercise Price [Roll Forward] | ||
Weighted average exercise price, options outstanding, start of year (in USD per share) | $ 3.48 | |
Granted (in USD per share) | 14.90 | |
Exercised (in USD per share) | 3.86 | |
Expired or forfeited (in USD per share) | 10.19 | |
Weighted average exercise price, options outstanding, end of year (in USD per share) | 7.58 | $ 3.48 |
Vested as of June 30, 2018 (in USD per share) | $ 3.47 | |
Weighted average remaining contractual term (years) [Roll Forward] | ||
Weighted average remaining contractual term | 4 years 5 months 4 days | 3 years 11 months 16 days |
Weighted average remaining contractual term, vested as of June 30, 2018 | 2 years 10 months 24 days | |
Intrinsic value [Roll Forward] | ||
Options, outstanding, intrinsic value, start of year | $ 15,490 | |
Options, outstanding, intrinsic value, end of year | 57,123 | $ 15,490 |
Options, vested, outstanding, intrinsic value as of 30 June 2018 | $ 37,420 |
Share-Based Compensation Restri
Share-Based Compensation Restricted stock units activity (Details) - Restricted Stock Units (RSUs) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended |
Jun. 30, 2018USD ($)$ / sharesshares | |
Restricted units, outstanding [Roll Forward] | |
Non-vested, start of year (in shares) | shares | 1,500 |
Granted (in shares) | shares | 35 |
Vested/Exercised (in shares) | shares | 0 |
Non-vested, end of year (in shares) | shares | 1,535 |
Weighted average grant date fair value [Roll Forward] | |
Nonvested, weighted average grant date fair value, start of year (in USD per share) | $ / shares | $ 2.28 |
Grants in period, weighted average grant date fair value (in USD per share) | $ / shares | 8.46 |
Vested/exercised, weighted average grant date fair value (in USD per share) | $ / shares | 0 |
Nonvested, weighted average grant date fair value, end of year (in USD per share) | $ / shares | $ 2.83 |
Nonvested, compensation not yet recognized, RSU | $ | $ 0.4 |
Nonvested, compensation not yet recognized, period | 1 year 6 months 26 days |
Share-Based Compensation Perfor
Share-Based Compensation Performance stock units activity (Details) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended |
Jun. 30, 2018USD ($)$ / sharesshares | |
Weighted average grant date fair value [Roll Forward] | |
Threshold consecutive trading days | 15 days |
Performance Shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Non-vested, start of year (in shares) | shares | 0 |
Granted (in shares) | shares | 538 |
Vested/Exercised (in shares) | shares | 0 |
Non-vested, end of year (in shares) | shares | 538 |
Weighted average grant date fair value [Roll Forward] | |
Nonvested, weighted average grant date fair value, start of year (in USD per share) | $ / shares | $ 0 |
Grants in period, weighted average grant date fair value (in USD per share) | $ / shares | 7.29 |
Vested/exercised, weighted average grant date fair value (in USD per share) | $ / shares | 0 |
Nonvested, weighted average grant date fair value, end of year (in USD per share) | $ / shares | $ 7.29 |
Award requisite service period | 4 years |
Nonvested, compensation not yet recognized, PSU | $ | $ 3.5 |
Nonvested, compensation not yet recognized, period | 3 years 7 months |
Estimated Fair Value of Finan52
Estimated Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | $ 327,610 | $ 148,284 |
Money Market Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 300,865 | 36,776 |
U.S. Treasury Bonds | Marketable Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 9,632 | 35,062 |
Certificate of Deposits | Marketable Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 5,610 | 15,298 |
U.S. Government Sponsored Agencies | Marketable Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 6,749 | 18,344 |
Corporate Debt Securities | Marketable Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 4,505 | 32,659 |
Commercial Paper | Marketable Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 249 | 10,145 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 327,610 | 148,284 |
Level 1 | Money Market Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 300,865 | 36,776 |
Level 1 | U.S. Treasury Bonds | Marketable Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 9,632 | 35,062 |
Level 1 | Certificate of Deposits | Marketable Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 5,610 | 15,298 |
Level 1 | U.S. Government Sponsored Agencies | Marketable Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 6,749 | 18,344 |
Level 1 | Corporate Debt Securities | Marketable Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 4,505 | 32,659 |
Level 1 | Commercial Paper | Marketable Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 249 | 10,145 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Level 2 | Money Market Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Level 2 | U.S. Treasury Bonds | Marketable Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Level 2 | Certificate of Deposits | Marketable Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Level 2 | U.S. Government Sponsored Agencies | Marketable Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Level 2 | Corporate Debt Securities | Marketable Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Level 2 | Commercial Paper | Marketable Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Level 3 | Money Market Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Level 3 | U.S. Treasury Bonds | Marketable Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Level 3 | Certificate of Deposits | Marketable Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Level 3 | U.S. Government Sponsored Agencies | Marketable Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Level 3 | Corporate Debt Securities | Marketable Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Level 3 | Commercial Paper | Marketable Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | $ 0 | $ 0 |
Estimated Fair Value of Finan53
Estimated Fair Value of Financial Instruments - Schedule of Carrying Amounts (Details) - Senior Notes - Level 2 - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible senior notes, net | $ 19,762,808 | $ 98,084,219 |
Estimated Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible debt, fair value | $ 89,436,000 | $ 180,950,000 |
Estimated Fair Value of Finan54
Estimated Fair Value of Financial Instruments - Warrant Liability (Details) - USD ($) | Feb. 10, 2017 | Oct. 11, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 |
Changes in the estimated fair value for warrant liability | |||||
Changes in fair value of warrant liabilities | $ 108,635,809 | $ 61,073,808 | $ 0 | ||
Warrant | |||||
Number of Warrants | |||||
Warrants outstanding at beginning of year | 18,655,804 | ||||
Additions | (18,205,804) | ||||
Warrants outstanding at end of period | 450,000 | 18,655,804 | |||
Warrant | Level 2 | |||||
Fair value assumptions for warrants | |||||
Risk-free interest rate | 1.47% | 0.87% | |||
Expected remaining term | 3 years | 2 years | |||
Expected volatility | 71.42% | 75.00% | |||
Dividend yield | 0.00% | 0.00% | |||
Changes in the estimated fair value for warrant liability | |||||
Fair value at beginning of year | $ 90,706,000 | ||||
Additions, pursuant to public offering | (190,369,000) | ||||
Changes in fair value of warrant liabilities | 108,636,000 | ||||
Fair value at end of year | $ 8,973,000 | $ 90,706,000 | |||
Warrant | October 11, 2016 public offering | Level 2 | |||||
Fair value assumptions for warrants | |||||
Risk-free interest rate | 1.95% | 1.38% | |||
Expected remaining term | 3 months 11 days | 1 year 3 months 10 days | |||
Expected volatility | 60.00% | 73.85% | |||
Dividend yield | 0.00% | 0.00% | |||
Warrant | February 10, 2017 stock purchase agreement | Level 2 | |||||
Fair value assumptions for warrants | |||||
Risk-free interest rate | 1.14% | ||||
Expected remaining term | 6 months 4 days | ||||
Expected volatility | 69.34% | ||||
Dividend yield | 0.00% |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 46,591,000 | $ 34,806,000 |
Accumulated depreciation and amortization | (30,858,228) | (29,560,955) |
Property, plant and equipment, net | 15,733,429 | 5,245,230 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 11,216,000 | 9,353,000 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 30,657,000 | 21,602,000 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,070,000 | 976,000 |
Property, Plant and Equipment, Useful Life | 10 years | |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,648,000 | $ 2,875,000 |
Property, Plant and Equipment, Useful Life | 5 years | |
Minimum | Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Minimum | Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 7 years | |
Maximum | Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 10 years | |
Maximum | Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 10 years |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization expense | $ 1,297,273 | $ 923,348 | $ 737,661 |
Accounts Payable and Accrued 57
Accounts Payable and Accrued Expenses (Details) - USD ($) | Jun. 30, 2018 | Jun. 30, 2017 |
Payables and Accruals [Abstract] | ||
Trade accounts payable | $ 24,818,000 | $ 5,222,000 |
Clinical trial accruals | 2,110,000 | 2,865,000 |
Executive severance liabilities | 2,388,000 | 5,542,000 |
Reimbursement for proxy expenses | 484,000 | 4,505,000 |
Contract manufacture organization expenses | 0 | 3,769,000 |
Proxy defense-related expenses | 0 | 6,967,000 |
Miscellaneous other current liabilities | 1,864,000 | 2,497,000 |
Accounts payable and accrued expenses | $ 31,663,648 | $ 31,366,976 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) Narrative (Details) - USD ($) | Jan. 07, 2018 | Dec. 05, 2017 | Jul. 31, 2017 | May 10, 2017 | Feb. 10, 2017 | Oct. 11, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 29, 2017 | Feb. 16, 2017 |
Class of Warrant or Right [Line Items] | |||||||||||
Common and preferred shares authorized (in shares) | 260,000,000 | ||||||||||
Common stock, shares authorized (in shares) | 250,000,000 | 155,000,000 | 250,000,000 | ||||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | |||||||||
Preferred stock, par value (in USD per share) | $ 0.01 | ||||||||||
Common stock, par value (in USD per share) | $ 0.01 | $ 0.01 | |||||||||
Net proceeds from sale of common stock | $ 67,784,000 | $ 14,700,000 | $ 0 | ||||||||
Convertible preferred stock | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | |||||||||
Preferred stock, par value (in USD per share) | $ 0.01 | $ 0.01 | |||||||||
Preferred stock, shares issued (in shares) | 0 | 1,000,000 | |||||||||
Shares, issued (in shares) | 0 | 1,000,000 | |||||||||
Seattle Genetics, Inc., (“SGEN”) | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Exercise of warrants (in shares) | 8,655,804 | ||||||||||
Aggregate purchase price of common stock | $ 42,400,000 | ||||||||||
Funding And Purchase Agreements | Rpi Finance Trust | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Collaborative arrangement purchase price | $ 175,000,000 | ||||||||||
Securities Purchase Agreement | Seattle Genetics, Inc., (“SGEN”) | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Agreement purchase shares of common stock (in shares) | 3,000,000 | 3,000,000 | |||||||||
Common stock, par value (in USD per share) | $ 4.90 | ||||||||||
Gross proceeds from sale of common stock | $ 14,700,000 | ||||||||||
Warrants term | 3 years | ||||||||||
Shares that warrants can purchase (in shares) | 8,655,804 | 8,655,804 | |||||||||
Fair value of warrants | $ 22,300,000 | ||||||||||
Private placement | Convertible preferred stock | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Preferred stock, shares issued (in shares) | 1,000,000 | ||||||||||
Issuance of convertible preferred stock (in USD per share) | $ 125 | ||||||||||
Proceeds from issuance of convertible preferred stock | $ 125,000,000 | ||||||||||
Convertible preferred stock, shares issued upon conversion (in shares) | 23.10536 | ||||||||||
Share price (in USD per share) | $ 5.41 | ||||||||||
Conversion of shares (in shares) | 23,105,348 | 23,105,348 | |||||||||
IPO | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Shares, issued (in shares) | 13,225,000 | ||||||||||
Common stock, par value (in USD per share) | $ 3 | ||||||||||
Gross proceeds from sale of common stock | $ 30,000,000 | ||||||||||
Shares that warrants can purchase (in shares) | 10,000,000 | ||||||||||
Net proceeds from sale of common stock | $ 28,600,000 | ||||||||||
Increase in fair value of warrants exercised | $ 102,100,000 | ||||||||||
Exercise price of warrant (in USD per share) | $ 3.75 | ||||||||||
Warrants outstanding (in shares) | 450,000 | ||||||||||
IPO | Securities Purchase Agreement | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Fair value of warrants | $ 7,300,000 | ||||||||||
Warrant | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants outstanding (in shares) | 450,000 | 18,655,804 | |||||||||
Warrant | IPO | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants exercised (in shares) | 9,550,000 | ||||||||||
Scenario, Previously Reported | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Common and preferred shares authorized (in shares) | 165,000,000 | ||||||||||
Common stock, shares authorized (in shares) | 155,000,000 | ||||||||||
Preferred stock, shares authorized (in shares) | 10,000,000 |
Accumulated Other Comprehensi59
Accumulated Other Comprehensive (Loss) Income - (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
AOCI Attributable to Parent [Roll Forward] | |||
Beginning balance | $ (59,463,248) | $ (57,526,967) | $ (4,524,621) |
Other comprehensive (loss) income before reclassifications | (50,000) | (187,000) | 31,000 |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 16,000 | (2,000) |
Other comprehensive income (loss), net of tax: | (50,088) | (170,484) | 28,866 |
Net other comprehensive loss for the year | (171,000) | ||
Ending balance | 399,685,666 | (59,463,248) | (57,526,967) |
Currency Translation Adjustments [Member] | |||
AOCI Attributable to Parent [Roll Forward] | |||
Beginning balance | (234,000) | (172,000) | (173,000) |
Other comprehensive (loss) income before reclassifications | (105,000) | (62,000) | 1,000 |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 | 0 |
Other comprehensive income (loss), net of tax: | (105,000) | 1,000 | |
Net other comprehensive loss for the year | (62,000) | ||
Ending balance | (339,000) | (234,000) | (172,000) |
Net Unrealized Gains (Losses) on Available-for-Sale Securities [Member] | |||
AOCI Attributable to Parent [Roll Forward] | |||
Beginning balance | (69,000) | 40,000 | 12,000 |
Other comprehensive (loss) income before reclassifications | 55,000 | (125,000) | 30,000 |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 16,000 | (2,000) |
Other comprehensive income (loss), net of tax: | 55,000 | 28,000 | |
Net other comprehensive loss for the year | (109,000) | ||
Ending balance | (14,000) | (69,000) | 40,000 |
Accumulated Other Comprehensive Income (Loss) | |||
AOCI Attributable to Parent [Roll Forward] | |||
Beginning balance | (302,710) | (132,226) | (161,092) |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | (16,000) | 2,000 |
Other comprehensive income (loss), net of tax: | (50,088) | (170,484) | 28,866 |
Ending balance | $ (352,798) | $ (302,710) | $ (132,226) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |||
Current | $ 0 | $ 0 | $ 0 |
Deferred | 0 | 0 | 0 |
Total Federal | 0 | 0 | 0 |
Current | 2,000 | 2,000 | (5,054,000) |
Deferred | 0 | 0 | 0 |
Total State | 2,000 | 2,000 | (5,054,000) |
Current | 154,000 | 19,000 | 0 |
Deferred | 0 | 0 | 0 |
Total Foreign | 154,000 | 19,000 | 0 |
Total Expense (Benefit) | $ 155,808 | $ 20,867 | $ (5,053,833) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Tax Rates and Effective Tax Rates (Details) | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |||
Statutory rate | (28.00%) | (34.00%) | (34.00%) |
Foreign income tax | (0.00%) | (0.00%) | (0.00%) |
Change in valuation allowance | 21.10% | 21.90% | 30.40% |
State income taxes, (net of federal tax benefit) | (4.30%) | (4.80%) | (2.80%) |
Permanent differences, (primarily warrant-related expenses) | 11.30% | 15.30% | (0.00%) |
Other | (0.00%) | 1.60% | (1.60%) |
Effective rate | 0.10% | (0.00%) | (8.00%) |
Income Taxes - Tax Effects of T
Income Taxes - Tax Effects of Temporary Differences in Deferred Tax Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Income Tax Disclosure [Abstract] | ||
NOL carry forwards | $ 90,931 | $ 134,476 |
Research and development credits | 17,730 | 14,357 |
Property and equipment | 0 | 3,406 |
Liability related to sale of future royalties | 49,235 | 0 |
Other | 3,489 | 7,335 |
Total | 161,385 | 159,574 |
Valuation allowance | (160,540) | (159,574) |
Net deferred assets | 845 | 0 |
Property and equipment, DTL | (845) | 0 |
Net deferred assets and liabilities | $ 0 | $ 0 |
Income Taxes Narrative (Details
Income Taxes Narrative (Details) - USD ($) | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carry forwards for federal income tax | $ 370,400,000 | |||
Operating loss carry forwards for state income tax | 184,900,000 | |||
Income tax expense (benefit) | $ (155,808) | $ (20,867) | $ 5,053,833 | |
Operating loss carryforward resulting from sale | $ 0 | 66,200,000 | $ 0 | |
Deferred tax assets tax credit carryforwards research and development | $ 1,500,000 | |||
Statutory rate | 28.00% | 34.00% | 34.00% | |
Minimum | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carry forwards expiration year | 2,019 | |||
Maximum | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carry forwards expiration year | 2,037 | |||
Reduction in Taxes [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Income tax expense (benefit) | $ (59,500,000) |
Related Party Transactions Narr
Related Party Transactions Narrative (Details) - USD ($) | 6 Months Ended | 8 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Jan. 06, 2018 | Jun. 30, 2018 | |
M Rosenberg Bio Pharma Consulting Llc [Member] | |||
Related Party Transaction [Line Items] | |||
Professional and contract services expense | $ 839,631 | $ 555,099 | |
Employee Stock Option | |||
Related Party Transaction [Line Items] | |||
Granted (in shares) | 1,370,000 | ||
Employee Stock Option | M Rosenberg Bio Pharma Consulting Llc [Member] | |||
Related Party Transaction [Line Items] | |||
Granted (in shares) | 45,000 | ||
Employee Stock Option | Chief Technology Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Stock issued during period, net of forfeitures (in shares) | 27,027 | ||
Performance Shares | Chief Technology Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Stock issued during period, net of forfeitures (in shares) | 77,362 |
Collaboration Agreements Narrat
Collaboration Agreements Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Apr. 30, 2018 | Jan. 31, 2017 | Jan. 31, 2013 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Guarantor Obligations [Line Items] | ||||||
License fee and other revenues | $ 329,956 | $ 284,290 | $ 386,941 | |||
The Bayer Group (formerly Algeta ASA) | ||||||
Guarantor Obligations [Line Items] | ||||||
Upfront cash payment and other payments received under collaboration agreement | $ 6,000,000 | |||||
License fee and other revenues | $ 300,000 | $ 300,000 |
Commitments and Contingencies N
Commitments and Contingencies Narrative (Details) - USD ($) | Nov. 02, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 |
Guarantor Obligations [Line Items] | ||||
Operating leases, rent expense, net | $ 1,300,000 | $ 900,000 | $ 800,000 | |
Purchase obligation, due in second year | 10,700,000 | |||
Restricted Units Vesting Based on Certain Market Conditions [Member] | Goldenberg Agreement [Member] | ||||
Guarantor Obligations [Line Items] | ||||
Restricted stock units granted | 1,500,000 | |||
Employment Agreement [Member] | Goldenberg Agreement [Member] | ||||
Guarantor Obligations [Line Items] | ||||
Total foregoing cash payments | $ 2,400,000 | |||
Litigation settlement payment in dispute | 1,800,000 | |||
Employment Agreement [Member] | Sullivan Agreement [Member] | ||||
Guarantor Obligations [Line Items] | ||||
Total foregoing cash payments | 3,100,000 | |||
Litigation settlement payment in dispute | $ 900,000 | |||
Employment Agreement [Member] | Goldenberg and Sullivan | ||||
Guarantor Obligations [Line Items] | ||||
Litigation settlement, expense | 260,177 | |||
Employment Agreement [Member] | Goldenberg and Sullivan | Maximum | ||||
Guarantor Obligations [Line Items] | ||||
Litigation settlement, expense | $ 650,000 |
Operating leases (Details)
Operating leases (Details) $ in Thousands | Jun. 30, 2018USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2,019 | $ 2,447 |
2,020 | 1,477 |
2,021 | 1,523 |
2,022 | 1,547 |
2,023 | 1,575 |
Thereafter | $ 12,062 |
Geographic Segments (Details)
Geographic Segments (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Segment Reporting Information [Line Items] | |||||||||||
Total assets | $ 664,173,249 | $ 162,573,392 | $ 664,173,249 | $ 162,573,392 | |||||||
Property, plant and equipment, net | 15,733,429 | 5,245,230 | 15,733,429 | 5,245,230 | |||||||
Revenues | 387,000 | $ 482,000 | $ 597,000 | $ 690,000 | 642,000 | $ 1,323,000 | $ 384,000 | $ 742,000 | 2,155,996 | 3,091,250 | $ 3,233,247 |
Loss before income tax | (273,731,162) | (153,245,419) | (64,189,549) | ||||||||
United States | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total assets | 662,519,000 | 161,484,000 | 662,519,000 | 161,484,000 | |||||||
Property, plant and equipment, net | 15,649,000 | 5,166,000 | 15,649,000 | 5,166,000 | |||||||
Revenues | 655,000 | 648,000 | 972,000 | ||||||||
Loss before income tax | (274,260,000) | (153,348,000) | (63,688,000) | ||||||||
Europe | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total assets | 1,654,000 | 1,089,000 | 1,654,000 | 1,089,000 | |||||||
Property, plant and equipment, net | $ 84,000 | $ 79,000 | 84,000 | 79,000 | |||||||
Revenues | 1,501,000 | 2,443,000 | 2,261,000 | ||||||||
Loss before income tax | $ 529,000 | $ 103,000 | $ (502,000) |
Defined Contribution Plans - Ad
Defined Contribution Plans - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Retirement Benefits [Abstract] | |||
Aggregate company contributions to its benefit plans | $ 120 | $ 104 | $ 99 |
Quarterly Results of Operatio70
Quarterly Results of Operations - Summarized Unaudited Quarterly Financial Data (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Consolidated Statements of Comprehensive Loss Data: | |||||||||||
Revenues | $ 387,000 | $ 482,000 | $ 597,000 | $ 690,000 | $ 642,000 | $ 1,323,000 | $ 384,000 | $ 742,000 | $ 2,155,996 | $ 3,091,250 | $ 3,233,247 |
Net loss attributable to Immunomedics, Inc. stockholders | $ (117,032,000) | $ (35,546,000) | $ (2,514,000) | $ (118,745,000) | $ (53,255,000) | $ (59,306,000) | $ (24,447,000) | $ (16,198,000) | $ (273,836,887) | $ (153,205,945) | $ (59,036,950) |
Loss per common share attributable to Immunomedics, Inc. stockholders (basic and diluted) (in USD per share) | $ (0.68) | $ (0.21) | $ (0.02) | $ (0.97) | $ (0.48) | $ (0.56) | $ (0.25) | $ (0.18) | $ (1.78) | $ (1.47) | $ (0.62) |
Weighted average shares used to calculate loss per common share (basic and diluted) (in shares) | 171,124,000 | 166,054,000 | 154,487,000 | 122,550,000 | 109,891,000 | 107,840,000 | 104,657,000 | 95,884,000 | 153,474,943 | 104,535,577 | 94,770,172 |