Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2016 | May. 03, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | IMMU | |
Entity Registrant Name | IMMUNOMEDICS INC | |
Entity Central Index Key | 722,830 | |
Current Fiscal Year End Date | --06-30 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 94,804,080 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2016 | Jun. 30, 2015 |
Current Assets: | ||
Cash and cash equivalents | $ 11,209,309 | $ 13,452,775 |
Marketable securities | 50,369,863 | 86,165,532 |
Accounts receivable, net of allowance for doubtful accounts of $85,254 at March 31, 2016 and $54,177 at June 30, 2015 | 590,820 | 345,627 |
Inventory | 170,680 | 584,424 |
Other receivables | 270,817 | 857,068 |
Prepaid expenses | 1,562,352 | 1,136,103 |
Other current assets | 270,146 | 945,673 |
Total current assets | 64,443,987 | 103,487,202 |
Property and equipment, net of accumulated depreciation of $28,396,052 and $27,891,272 at March 31, 2016 and June 30, 2015, respectively | 3,167,554 | 2,241,838 |
Other long-term assets | 30,000 | 50,566 |
Total Assets | 67,641,541 | 105,779,606 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 13,535,994 | 11,808,223 |
Deferred revenues | 265,692 | 271,667 |
Total current liabilities | 13,801,686 | 12,079,890 |
Convertible senior notes – net of unamortized debt issuance costs of $2,282,057 at March 31, 2016 and $3,375,423 at June 30, 2015 | 97,171,943 | 96,624,577 |
Other liabilities | $ 1,674,397 | $ 1,599,760 |
Commitments and Contingencies | ||
Stockholders' Deficit: | ||
Common stock, $.01 par value; authorized 155,000,000 shares; issued 94,836,015 shares and outstanding 94,546,578 shares at March 31, 2016; and issued 94,546,578 shares and outstanding 94,511,853 shares at June 30, 2015 | $ 948,359 | $ 945,465 |
Capital contributed in excess of par | 307,907,709 | 305,229,354 |
Treasury stock, at cost, 34,725 shares at March 31, 2016 and at June 30, 2015 | (458,370) | (458,370) |
Accumulated deficit | (352,603,921) | (309,468,004) |
Accumulated other comprehensive loss | (113,868) | (161,092) |
Total Immunomedics, Inc. stockholders' deficit | (44,320,091) | (3,912,647) |
Noncontrolling interest in subsidiary | (686,394) | (611,974) |
Total stockholders’ deficit | (45,006,485) | (4,524,621) |
Total Liabilities and Stockholders' Deficit | $ 67,641,541 | $ 105,779,606 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2016 | Jun. 30, 2015 |
Condensed Consolidated Balance Sheets [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 85,254 | $ 54,177 |
Property and equipment, accumulated depreciation | 28,396,052 | 27,891,272 |
Unamortized debt issuance costs | $ 2,828,057 | $ 3,375,423 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 155,000,000 | 155,000,000 |
Common stock, shares issued | 94,836,015 | 94,546,578 |
Common stock, shares outstanding | 94,801,290 | 94,511,853 |
Treasury stock, shares | 34,725 | 34,725 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues: | ||||
Product sales | $ 543,145 | $ 694,329 | $ 1,714,340 | $ 2,183,626 |
License fee and other revenues | 266,096 | 250,000 | 302,324 | 250,000 |
Research and development | 89,838 | 238,369 | 284,397 | 823,861 |
Total revenues | 899,079 | 1,182,698 | 2,301,061 | 3,257,487 |
Costs and Expenses: | ||||
Costs of goods sold | 337,675 | 72,771 | 460,458 | 218,040 |
Research and development | 13,298,860 | 10,385,422 | 40,473,666 | 30,142,289 |
Sales and marketing | 248,425 | 285,708 | 778,642 | 689,140 |
General and administrative | 1,580,824 | 1,564,536 | 4,960,959 | 7,239,764 |
Total costs and expenses | 15,465,784 | 12,308,437 | 46,673,725 | 38,289,233 |
Operating loss | (14,566,705) | (11,125,739) | (44,372,664) | (35,031,746) |
Interest expense | (1,369,955) | (720,795) | (4,109,866) | (720,795) |
Interest and other income | 81,911 | 32,838 | 257,631 | 69,126 |
Foreign currency transaction (loss) gain, net | (38,699) | 28,873 | (42,210) | 29,035 |
Loss before income tax benefit (expense) | (15,893,448) | (11,784,823) | (48,267,109) | (35,654,380) |
Income tax benefit (expense) | 1,871,772 | (3,327) | 5,056,772 | (42,182) |
Net loss | (14,021,676) | (11,788,150) | (43,210,337) | (35,696,562) |
Less: Net loss attributable to noncontrolling interest | (25,631) | (32,003) | (74,420) | (94,760) |
Net loss attributable to Immunomedics, Inc. stockholders | $ (13,996,045) | $ (11,756,147) | $ (43,135,917) | $ (35,601,802) |
Loss per common share attributable to Immunomedics, Inc. stockholders (basic and diluted): | $ (0.15) | $ (0.13) | $ (0.46) | $ (0.38) |
Weighted average shares used to calculate loss per common share, (basic and diluted) | 94,748,252 | 93,351,708 | 94,669,326 | 93,201,307 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments | $ 72,837 | $ (253,502) | $ 35,566 | $ (511,335) |
Unrealized gain on securities available for sale securities | 90,925 | 16,220 | 11,658 | 5,769 |
Other comprehensive income (loss) | 163,762 | (237,282) | 47,224 | (505,566) |
Comprehensive loss | (13,857,914) | (12,025,432) | (43,163,113) | (36,202,128) |
Less comprehensive loss attributable to noncontrolling interest | (25,631) | (32,003) | (74,420) | (94,760) |
Comprehensive loss attributable to Immunomedics, Inc. stockholders | $ (13,832,283) | $ (11,993,429) | $ (43,088,693) | $ (36,107,368) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (43,210,337) | $ (35,696,562) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 504,780 | 408,643 |
Amortization of deferred revenue | (5,975) | (9,399) |
Amortization of bond premiums | 538,200 | 307,227 |
Amortization of debt issuance costs | 547,366 | 99,337 |
Amortization of deferred rent | 74,637 | 74,637 |
Gain on sale of marketable securities | (1,844) | (10,203) |
Increase (decrease) in allowance for doubtful accounts | 31,077 | (20,752) |
Non-cash expense related to stock compensation | 2,840,560 | 2,117,582 |
Non-cash decrease in value of life insurance policy | 20,566 | 53,705 |
Changes in operating assets and liabilities | 2,742,797 | 2,296,242 |
Net cash used in operating activities | (35,918,173) | (30,379,543) |
Cash flows from investing activities: | ||
Purchases of marketable securities | (2,749,117) | (82,298,796) |
Proceeds from sales/maturities of marketable securities | 38,020,088 | 26,748,771 |
Purchases of property and equipment | (1,430,759) | (581,528) |
Net cash provided by (used in) investing activities | 33,840,212 | (56,131,553) |
Cash flows from financing activities: | ||
Proceeds from issuance of convertible senior notes | 100,000,000 | |
Payment of debt issuance costs | (3,657,214) | |
Exercise of stock options | 158,079 | 505,011 |
Tax withholding payments for stock compensation | (317,390) | (518,995) |
Net cash (used in) provided by financing activities | (159,311) | 96,328,802 |
Effect of changes in exchange rates on cash and cash equivalents | (6,194) | (716,041) |
Net (decrease) increase in cash and cash equivalents | (2,243,466) | 9,101,665 |
Cash and cash equivalents beginning of period | 13,452,775 | 6,961,494 |
Cash and cash equivalents end of period | 11,209,309 | $ 16,063,159 |
Supplemental disclosure of cash flow information: | ||
Interest paid | $ 4,802,778 |
Business Overview and Basis of
Business Overview and Basis of Presentation | 9 Months Ended |
Mar. 31, 2016 | |
Business Overview and Basis of Presentation [Abstract] | |
Business Overview and Basis of Presentation | 1. Business Overview and Basis of Presentatio n Immunomedics is a clinical-stage biopharmaceutical company that develops monoclonal antibody-based products for the targeted treatment of cancer, autoimmune and other serious diseases. The Company has continued to transition its focus away from the development and commercialization of diagnostic imaging products in order to accelerate the development of its therapeutic product candidates, although the Company still manufactures and commercializes its LeukoScan ® product in territories where regulatory approvals have previously been granted in Europe, Canada and in other markets outside the U.S. LeukoScan ® is indicated for diagnostic imaging for determining the location and extent of infection and inflammation in bone of patients with suspected osteomyelitis, including patients with diabetic foot ulcers. The Company has two foreign subsidiaries, Immunomedics B.V. in the Netherlands and Immunomedics GmbH in Rodermark, Germany, that assist the Company in managing sales efforts and coordinating clinical trials in Europe . In addition, included in the accompanying condensed financial statements is the majority-owned U.S. subsidiary, IBC Pharmaceuticals, Inc. (“IBC”), which works on the development of novel cancer radiotherapeutics using patented pre-targeting technologies with proprietary, bispecific antibodies. The accompanying unaudited condensed consolidated financial statements of Immunomedics, which incorporate our subsidiaries, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), for interim financial information and the instructions to the Quarterly Report on Form 10 ‑Q and Regulation S ‑X. Accordingly, the statements do not include all of the information and footnotes required by GAAP for complete annual financial statements. With respect to the financial information for the interim periods included in this Quarterly Report on Form 10-Q, which is unaudited, management believes that all adjustments (consisting of normal recurring accruals), considered necessary for a fair presentation of the results for such interim periods have been included. Operating results for the three and nine-month periods ended March 31, 2016 are not necessarily indicative of the results that may be expected for the full fiscal year ending June 30, 2016, or any other period. Immunomedics is subject to significant risks and uncertainties, including, without limitation, the risk that the Company may be unable to successfully obtain financing for product development; 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 or its’ collaborators may be unable to secure regulatory approval of and market its drug candidates; the Company’s dependence upon pharmaceutical and biotechnology collaborations; the levels and timing of payments under the Company’s collaborative agreements, if any; uncertainties about the Company’s ability to obtain new corporate collaborations and acquire new technologies on satisfactory terms, if at all; 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, which could provide up-front and milestone payments, as well as funding of development costs and other licensing terms. As of March 31, 2016, the Company had cash, cash equivalents and marketable securities totaling $61.6 million. The Company’s budgeted cash requirements in fiscal year 2016 includes expenses related to the clivatuzumab tetraxetan Phase 3 clinical trial for the treatment of patients with pancreatic cancer, activities in preparing for the Phase 3 clinical trials for sacituzumab govitecan, as well as expenses for the ongoing Phase 2 expansion ADC clinical trials (sacituzumab govitecan and labetuzumab govitecan). On March 14, 2016, the Company announced the termination of the clivatuzumab tetraxetan Phase 3 clinical trial. The decision to terminate the trial early was based on the recommendation from the independent Data and Safety Monitoring Board (DSMB). The Company’s budgeted cash requirements in fiscal year 2016 includes expenses related to the clivatuzumab tetraxetan Phase 3 clinical trial for the treatment of patients with pancreatic cancer, as well as for expenses for the ongoing Phase 2 expansion ADC clinical trials (sacituzumab govitecan and labetuzumab govitecan). Based on the Company’s cash flow projections, the Company believes it has sufficient funds to continue its operations and research and development programs for at least the next twelve months. Future financial demands include ongoing operating expenses, Phase 2 clinical trials, potential Phase 3 clinical trials for sacituzumab govitecan and further development of various clinical trial programs in fiscal 2017 and beyond. The Company would require additional funding in order to complete any Phase 3 clinical trials. Until the Company can generate significant cash from its operations, the Company expects to continue to fund its operations with its available financial resources. These financial resources may not be adequate to sustain its operations and the Company will be required to finance future cash needs through strategic collaboration agreements, or the sale of additional equity or debt securities. However, the Company cannot be certain that additional financing will be available when needed or that, if available, financing will be obtained on terms favorable to the Company or its stockholders. The capital markets have experienced volatility in recent years, which has resulted in uncertainties with respect to availability of capital and hence the timing to meet an entity’s liquidity needs. Having insufficient funds may require the Company to delay, scale-back or eliminate some or all of its programs or renegotiate less favorable terms than it would otherwise choose. Failure to obtain adequate financing also may adversely affect its ability to operate as a going concern. The Company continues to pursue business development and licensing arrangements as a potential source of financing. These activities include any new parties who may be interested in the Company’s clinical programs as well as any licenses to the Company’s intellectual property estate. The Company’s current partner, The Bayer Group (“Bayer”), State and Federal Grants, along with potential debt and equity financing may also be other sources of financing. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2016 | |
Business Overview and Basis of Presentation [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies These unaudited condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended June 30, 2015. The Company adheres to the same accounting policies in preparation of its interim financial statements. Principles of Consolidation and Presentation The condensed consolidated financial statements include the accounts of Immunomedics and its subsidiaries. Noncontrolling interests in consolidated subsidiaries in the condensed consolidated balance sheets represent minority stockholders’ proportionate share of the deficit in such subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Financial Instruments The carrying amounts 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 Immunomedics adopted Accounting Standards Codification No. 320, Accounting for Investments—Debt and Equity Securities , to account for investments in marketable securities. Under this accounting standard, securities for which there are no positive intent and ability to hold to maturity, the securities are classified as available-for-sale and are carried at fair value. Unrealized holding gains and losses, which are deemed to be temporary, on securities classified as available-for-sale are carried as a separate component of accumulated other comprehensive loss. Marketable securities, all of which are available-for-sale, consists of corporate debt securities, U.S. bonds, U.S. sponsored agencies and municipal bonds. Corporate debt securities include Eurodollar issues of U.S. corporations, and U.S. 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). Inventory Inventory, which consists only of the finished product of LeukoScan ® , is stated at the lower of cost (which approximates first-in, first-out) or market, and includes materials, labor and manufacturing overhead. 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 is recorded when there is persuasive evidence that an arrangement exists, delivery has occurred, the price is fixed and determinable or collectability is reasonably assured. Allowances, if any, are established for uncollectible amounts, estimated product returns and discounts. Since allowances are 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 their clinical sites. Reimbursement of Research & Development Costs Research and development costs that are reimbursable under collaboration agreements are included as a reduction of research and development expenses. The Company records these reimbursements as a reduction of research and development expenses as the Company’s partner in the collaboration agreement has the financial risks and responsibility for conducting these research and development activities. 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-Merton option pricing formula for determining the grant-date fair value of such awards. 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 U.S. 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. The following table sets forth the weighted-average assumptions used to calculate the fair value of options granted for the nine-month periods ended March 31, 2016 and 2015: Nine Months Ended March 31, 2016 2015 Expected dividend yield 0% 0% Expected option term (years) 5.03 5.07 Expected stock price volatility 56% 59% Risk-free interest rate 1.25% - 1.64% 1.60% - 1.67% The Company uses historical data to estimate forfeitures. The expected term of options granted represents the period of time that options granted are expected to be outstanding. Expected stock price volatility was calculated based on the Company’s daily stock trading history. The risk-free rate for periods within the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Changes in any of these assumptions could impact, potentially materially, the amount of expense recorded in future periods related to stock-based awards. 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 statement 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 March 31, 2016. At June 30, 2015, the Company has available net operating loss carry forwards for federal income tax reporting purposes of approximately $231.0 million and for state income tax reporting purposes of approximately $103.4 million, which expire at various dates between fiscal 2016 and 2035 . Available net operating loss carryforwards for state income tax reporting purposes were reduced in December 2015 and in January 2016, resulting from the sale of net operating loss as described below. Pursuant to Section 382 of the Internal Revenue Code of 1986, as amended, the annual utilization of a company’s net operating loss and research credit carry forwards may be limited if the Company experiences a change in ownership as defined in Section 382 of the Internal Revenue Code. The Company’s net operating loss carry forwards available to offset future federal taxable income arising before such ownership changes may be limited. Similarly, the Company may be restricted in using its research credit carry forwards arising before such ownership changes to offset future federal income tax expense. The Company’s U.S. operations reported a net loss for the three and nine-month periods ended March 31, 2016, resulting in a tax benefit that was fully offset by a valuation allowance. Income taxes previously provided for profitable foreign jurisdictions during the first three months of fiscal 2016 were reversed as a result of the net loss for the nine-month period ended March 31, 2016 with respect to such jurisdictions. The Company’s U.S. operations reported a net loss for the three and nine-month periods ended March 31, 2015, resulting in a tax benefit that was fully offset by a valuation allowance. Income taxes were provided for profitable foreign jurisdictions at the estimated annual tax rate during the three and nine-month periods ended March 31, 2015. 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, during the three and nine-month periods ended March 31, 2016, the Company recorded a tax benefit of $1.9 million and $5.1 million, respectively, as a result of its sale of approximately $30.3 million and $66.2 million, respectively, of New Jersey State NOL and $0.2 million and $1.5 million, respectively, of New Jersey R&D tax credits. The Company has no liability for uncertain tax positions as of March 31, 2016. 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 conversion of all potential common shares is not included because their effect would have been anti-dilutive, due to the net loss recorded for the three and nine-month periods ended March 31, 2016 and 2015. The common stock equivalents excluded from the diluted per share calculation are 2 7 ,668,571 and 26,759,915 shares at March 31, 2016 and 2015, 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. Recently Issued Accounting Pronouncements In March 2016, the FASB issued ASU 2016-09, 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 will be required to adopt this standard in annual reporting periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted in any interim or annual period provided that the entire standard is adopted. The Company is still evaluating the impact of the adoption of this ASU. In February 2016, the FASB issued ASU 2016-02, “ Leases ”. This standard requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations 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. The Company is assessing ASU 2016-02’s impact and will adopt it when effective . In August 2014, the FASB issued ASU 2014-15, “ Presentation of Financial Statements – Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern ”. This guidance clarifies that an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. The amendments in this update are effective for annual reporting periods ending after December 15, 2016, and annual and interim periods thereafter, and early application is permitted. The Company is assessing ASU 2014-15’s impact and will adopt it when effective . On May 28, 2014, the FASB issued ASU 2014-09, “ Revenue from Contracts with Customers, ” which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In August 2015, with the issuance of ASU 2015-14, the FASB amended the effective date of this ASU to fiscal years beginning after December 15, 2017, and early adoption is permitted only for fiscal years beginning after December 15, 2016. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is assessing ASU 2014-09’s impact and will adopt it when effective. |
Marketable Securities
Marketable Securities | 9 Months Ended |
Mar. 31, 2016 | |
Marketable Securities [Abstract] | |
Marketable Securities | 3. Marketable Securities Marketable securities at March 31, 2016 consisted of the following (in thousands): Gross Gross Amortized Unrealized Unrealized Cost Gain (Loss) Fair Value U.S. Treasury Bonds $ $ $ — $ Certificate of Deposits — U.S. Government Sponsored Agencies Corporate Debt Securities $ $ $ $ Maturities of debt securities classified as available-for-sale were as follows at March 31, 2016 (in thousands): Net Carrying Fair Value Amount Due within one year $ $ Due after one year through five years $ $ Marketable securities at June 30, 2015 consisted of the following (in thousands): Gross Gross Amortized Unrealized Unrealized Cost Gain (Loss) Fair Value U.S. Treasury Bonds $ $ $ — $ Certificate of Deposits — U.S. Government Sponsored Agencies Corporate Debt Securities $ $ $ $ Maturities of debt securities classified as available-for-sale were as follows at June 30, 2015 (in thousands): Net Carrying Fair Value Amount Due within one year $ $ Due after one year through five years $ $ |
Convertible Senior Notes
Convertible Senior Notes | 9 Months Ended |
Mar. 31, 2016 | |
Convertible Senior Notes [Abstract] | |
Convertible Senior Notes | 4. Convertible Senior Notes In February 2015, the Company issued $100.0 million of Convertible Senior Notes (net proceeds of $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 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 Note was 5.48% for the period from the date of issuance through March 31, 2016. The Convertible Senior Notes are convertible at the option of holders into approximately 19.6 million shares of Immunomedics common stock at any time prior to the close of business on the day immediately preceding the maturity date. The conversion 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 Immunomedics 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. Total interest expense for the Convertible Senior Notes for the three-month periods ended March 31, 2016 and 2015 were $1.4 million and $0.7 million, respectively, and $4.1 million and $0.7 million for the nine -mon th periods ended March 31, 2016 and 2015, respectively. Included in interest expense is the amortization of debt issuance costs of $0.2 million and $0.1 million for the three-months ended March 31, 2016 and 2015, respectively, and $0.5 million and $0.1 million for the nine-months ended March 31, 2016 and 2015, respectively. |
Estimated Fair Value of Financi
Estimated Fair Value of Financial Instruments | 9 Months Ended |
Mar. 31, 2016 | |
Estimated Fair Value of Financial Instruments [Abstract] | |
Estimated Fair Value of Financial Instruments | 5. Estimated Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, marketable securities, accounts receivable, accounts payable and accrued expenses, 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 March 31, 2016 and June 30, 2015. The Company has categorized its other financial instruments, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy as set forth below. If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. Financial instruments recorded on the condensed consolidated balance sheets as of March 31 , 2016 and June 30, 2015 are categorized based on the inputs to the valuation techniques as follows (in thousands): · 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 equity securities and most U.S. 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. Cash equivalents and marketable securities: ($ in thousands) March 31, 2016 Level 1 Level 2 Level 3 Total Money Market Funds $ $ — $ — $ Marketable Securities: U.S. Treasury Bonds — — Certificate of Deposits — — U.S. Government Sponsored Agencies — — Corporate Debt Securities — — Total $ $ — $ — $ ($ in thousands) June 30, 2015 Level 1 Level 2 Level 3 Total Money Market Funds $ $ — $ — $ Marketable Securities: U.S. Treasury Bonds — — Certificate of Deposits — — U.S. Government Sponsored Agencies — — Corporate Debt Securities — — Total $ $ — $ — $ 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 March 31, 2016 As of June 30, 2015 Carrying Estimated Carrying Estimated Amount Fair Value Amount Fair Value Convertible Senior Notes $ $ $ $ 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. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Mar. 31, 2016 | |
Accumulated Other Comprehensive Loss [Abstract] | |
Accumulated Other Comprehensive Loss | 6. Accumulated Other Comprehensive Loss The components of accumulated other comprehensive loss were as follows (in thousands): Currency Net Unrealized Gains Accumulated Other Translation (Losses) on Available- Comprehensive Adjustments for-Sale Securities Loss Balance, July 1, 2015 $ $ $ Other comprehensive income before reclassifications Amounts reclassified from accumulated other comprehensive income (a) — Net current-period other comprehensive income Balance, March 31, 2016 Balance, July 1, 2014 — Other comprehensive loss before reclassifications Amounts reclassified from accumulated other comprehensive loss (a) — Net current-period other comprehensive loss Balance, March 31, 2015 $ $ $ (a) For the nine-month periods ended March 31, 2016 and 2015, $2 thousand and $10 thousand was reclassified from accumulated other comprehensive loss to interest and other income, respectively. All components of accumulated other comprehensive loss are net of tax, except currency translation adjustments, which exclude income taxes related to indefinite investments in foreign subsidiaries. |
Stock Incentive Plan
Stock Incentive Plan | 9 Months Ended |
Mar. 31, 2016 | |
Stock Incentive Plan [Abstract] | |
Stock Incentive Plan | 7. Stock Incentive Plan The Company has a stock incentive plan, the Immunomedics, Inc. 2014 Long-Term Incentive Plan (the “Plan”), that includes a discretionary grant program, a stock issuance program and an automatic grant program. The plan was established to promote the interests of the Company, by providing eligible persons with the opportunity to acquire a proprietary interest in the Company as an incentive to remain with the organization and to align the employee’s interest with our stockholders. Under the Plan option awards are generally granted with an exercise price equal to the closing price of the Company’s common stock on the date of grant. Those option awards generally vest based on four years of continuous service and have seven year contractual terms. Option awards that are granted to non-employee Board members under the annual option grant program are granted with an exercise price equal to the closing price of the Company’s common stock on the date of grant, are vested immediately and have seven year contractual terms. At March 31, 2016, there were 16,914,695 shares of common stock reserved for possible future issuance under the Plan, both currently outstanding ( 7,085,211 shares) and those available to be issued for future grants ( 9,829,484 shares). The weighted average fair value at the date of grant for options granted during the nine-month periods ended March 31, 2016 and 2015 were $1.00 and $1.61 per share, respectively. The Company uses historical data to estimate employee forfeitures for employees, executive officers and outside directors. The expected term of options granted represents the period of time that options granted are expected to be outstanding and the expected stock price volatility is based on the Company’s daily stock trading history. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Information concerning options for the nine-month period ended March 31, 2016 is summarized as follows: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Life Value (in 000’s) Outstanding, July 1, 2015 $ Granted $ Exercised $ Cancelled or forfeited $ Outstanding, March 31, 2016 $ 3.30 $ 370 Exercisable, March 31, 2016 $ 2.36 $ 38 A summary of the Company’s non-vested restricted and performance stock units at March 31, 2016, and changes during the nine-month period ended March 31, 2016 are presented below: Weighted-Average per Share of Outstanding Non-Vested Market Value on Restricted and Performance Stock Units Number of Awards Grant Date Non-vested at July 1, 2015 $ Restricted Units Granted (a) $ Restricted Units Granted – vesting based on certain market conditions (b) $ (c) Vested/Exercised $ Non-vested at March 31, 2016 $ (a) For the nine-month period ended March 31, 2016, 198,864 restricted stock units were awarded to the Company’s President and Chief Executive Officer, 15,341 restricted stock units were awarded to the Company’s Chief Financial Officer and 57,876 restricted stock units were awarded to the Company’s Board of Directors. (b) For the nine-month period ended March 31, 2016, 1,500,000 restricted stock units were awarded to the Company’s Chairman, Chief Scientific Officer and Chief Patent Officer. (c) Represents fair value on date of grant determined by using Monte Carlo simulation technique. The Company has 3,541,732 non-vested options, restricted stock units and performance stock units outstanding as of March 31, 2016. As of March 31, 2016, there was $6.2 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 2.29 years. The Company recorded $0.9 million and $2.8 million for total stock-based compensation expense for employees, executive officers and non-employee Board members for the three and nine-month periods ended March 31, 2016, respectively, as compared to $0.6 million and $2.1 million for the three and nine-month periods ended March 31, 2015, respectively. Each non-employee Board member who continues to serve on the Board shall receive on the date of the annual stockholders meeting a grant of non-qualified stock options and restricted stock units, each equal in value to $45 thousand. The Company recognizes the related stock-based compensation expense ratably over the fiscal year. In total, the Company recorded $45 thousand and $136 thousand for stock-based compensation expense for these non-employee Board members restricted stock units for each of the three and nine-month periods ended March 31, 2016, respectively, and $44 thousand and $136 thousand during the three and nine-month periods ending March 31, 2015, respectively . Stock-based compensation expense regarding non-qualified stock options for these non-employee Board members become vested and are expensed when issued, during the second quarter of each fiscal year. On August 20, 2015, the Company awarded an additional 214,205 restricted stock units to certain executive officers of the Company at the closing price on that date ( $1.76 per share). These restricted stock units will vest over a four year period . As of March 31, 2016, there was $1.1 million of total unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the Plan for these executive officers, excluding performance stock units. The cost is being recognized over a weighted-average period of 2.33 years. The Company recorded $0.2 million and $0.5 million for stock-based compensation expense for restricted stock units for the three and nine-month periods ended March 31, 2016, respectively, and $0.2 million and $0.6 million for the three and nine-month periods ended March 31, 2015, respectively. As part of the Amended and Restated Employment Agreement with Dr. Goldenberg which became effective July 1, 2015 , (see Note 11), Dr. Goldenberg received a grant of 1,500,000 Restricted Stock Units, which shall vest, if at all, after the three (3) year period commencing on the grant date of July 14, 2015, provided the applicable milestones based on achievement of certain market conditions (stock prices) are met and conditioned upon Dr. Goldenberg's continued employment through the vesting period, subject to the terms and conditions of the Restricted Stock Units Notice and the Restricted Stock Units Agreement and such other terms and conditions as set forth in the grant agreement. The Company recorded $0.3 million and $0.8 million for the stock-based compensation for the three and nine-month periods ended March 31, 2016 for this agreement. There is $2.6 million of total unrecognized compensation cost related to these non-vested Restricted Stock Units granted as of March 31, 2016. That cost is being recognized over a remaining weighted-average period of 2.25 years. During fiscal year 2014 the Company awarded certain executive officers Performance Units (as such term is defined in the Plan) of up to 389,864 units of restricted stock units which are subject to attainment of certain performance milestones as well as certain continued service requirements. All or a portion of the Performance Units vest based upon the level of achievement of the milestones set forth in each agreement, which is expected to be achieved within five years of the grant date. The Performance Units that vest based upon attainment of the performance milestone will be exercisable based on a percentage basis on the attainment of anniversary dates. During the nine-month period ended March 31, 2016, the Company awarded 136,453 of these restricted stock units to the executive officers as a result of achieving two of the four performance milestones. In fiscal year 2015, 116,959 units were awarded from achieving two of the four performance milestones. As of March 31, 2016, all four of the performance milestones have been achieved and there are 136,452 Performance Units available that are based on certain continued service requirements that begin on each performance milestone vesting date. The Company recorded $0.1 million and $0.3 million for the stock-based compensation for the three and nine-month periods ended March 31, 2016 and 2015, respectively. There is $0.2 million of total unrecognized compensation cost related to these non-vested Performance Units granted as of March 31, 2016. That cost is being recognized over a weighted-average period of 2.0 years. The unrecognized compensation cost is subject to modification on a quarterly basis based on review of performance probability and requisite achievement periods. |
Geographic Segments
Geographic Segments | 9 Months Ended |
Mar. 31, 2016 | |
Geographic Segments [Abstract] | |
Geographic Segments | 8. Geographic Segments Immunomedics manages its operations as one line of business of researching, developing, manufacturing and marketing biopharmaceutical products, particularly antibody-based products for cancer, autoimmune and other serious diseases, and it currently reports as a single industry segment. Immunomedics conducts its research and development activities primarily in the United States. Immunomedics markets and sells LeukoScan ® throughout Europe and in certain other countries outside the United States. The following table presents financial information based on the geographic location of the facilities of Immunomedics as of and for the three and nine-months ended March 31, 2016 and 2015, respectively ($ in thousands): As of and for the three months ended March 31, 2016 United States Europe Total Total assets $ $ $ Property and equipment, net Revenues Loss before taxes As of and for the three months ended March 31, 2015 United States Europe Total Total assets $ $ $ Property and equipment, net Revenues Loss before taxes Nine Months Ended March 31, 2016 United States Europe Total Revenues $ $ $ Loss before taxes Nine Months Ended March 31, 2015 United States Europe Total Revenues $ $ $ Loss before taxes |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 9 . Related Party Transactions Certain of the Company’s affiliates, including members of its senior management and Board of Directors, as well as their respective family members and other affiliates, have relationships and agreements among themselves as well as with the Company and its affiliates, that create the potential for both real, as well as perceived, conflicts of interest. These include Dr. David M. Goldenberg, the Company’s Chairman, Chief Scientific Officer and Chief Patent Officer, Ms. Cynthia L. Sullivan, the President and Chief Executive Officer, who is the wife of Dr. David M. Goldenberg, and certain companies with which the Company does business, including the Center for Molecular Medicine and Immunology (“CMMI”), which is currently in the process of dissolving, and IBC Pharmaceuticals, Inc . The Company incurred $6 thousand and $20 thousand of legal expenses on behalf of CMMI for patent related matters for the three and nine-month periods ended March 31, 2016, as compared to $8 thousand and $30 thousand for the three and nine-month periods ended March 31, 2015, respectively. The Company has first rights to license those patents, and may decide whether or not to support them. For the three and nine-month periods ended March 31, 2016, Dr. Goldenberg received approximately $22 thousand and $66 thousand, respectively, in compensation for his services to IBC. For the three and nine-month periods ended March 31, 2015, such compensation was approximately $21 thousand and $63 thousand, respectively. |
License and Collaboration Agree
License and Collaboration Agreements | 9 Months Ended |
Mar. 31, 2016 | |
License and Collaboration Agreements [Abstract] | |
License and Collaboration Agreements | 10. License and Collaboration Agreements 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. For the year ended June 30, 2015, the Company recognized $1.0 million in license and other revenue for the completion of the clinical development milestone as described in the Collaboration Agreement, which required the shipment of sufficient quantities of clinical grade material to Bayer to complete their Phase 1 clinical trial. In addition, in January 2016 and 2015, the Company recorded revenue of $0.3 million representing an anniversary payment under the agreement. The contract provides for the Company to receive one more similar payment of $0.3 million, representing “anniversary payment” over the next year. UCB, S.A. On May 9, 2006 , the Company entered into an agreement with UCB, S.A. referred to herein as UCB, providing UCB an exclusive worldwide license to develop, manufacture, market and sell epratuzumab for the treatment of all non-cancer indications referred to herein as the UCB Agreement. On December 27, 2011 , the Company entered into the Amendment Agreement with UCB which provided UCB the right to sublicense epratuzumab, subject to obtaining the Company’s prior consent, to a third party for the United States and certain other territories. The Company also issued to UCB on December 27, 2011 a 5 -year warrant to purchase one million shares of the Company’s common stock, par value $0.01 per share, at an exercise price of $8.00 per share. In exchange for the right to sublicense its rights in epratuzumab to a third party and the warrant issuance, the Company received a non-refundable cash payment of $30.0 million in January 2012. Further, under the terms of the Amendment Agreement, UCB surrendered its buy-in right with respect to epratuzumab in the field of oncology, which had been granted under the UCB Agreement. UCB has not executed a sublicense agreement with a third-party. On July 28, 2015, UCB announced that the two Phase 3 EMBODY™ clinical trials for epratuzumab in SLE did not meet the primary clinical efficacy endpoints in either dose in both studies. On February 25, 2016, UCB notified the Company that it has ceased all Development (as defined in the Agreement) of the Licensed Compound (as defined in the Agreement) and would be terminating the Agreement effective as of March 26, 2016. As a result of the Agreement’s termination, all rights to the Licensed Product revert to the Company and the parties must cooperate to transition such rights back to the Company. The 5 -year warrant to purchase one million shares of the Company’s common stock, par value $0.01 per share, at an exercise price of $8.00 per share expires December 27, 2016 . The parties have begun discussions regarding the transition of the Licensed Product back to the Company. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Employment Contracts 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 will continue, unless earlier terminated by the parties, until July 1, 2020 . Dr. Goldenberg’s current annual base salary under the Amended and Restated Goldenberg Agreement is $0.6 million, which shall be reviewed annually for appropriate increases by the Board or the Compensation Committee. Dr. Goldenberg is also eligible to participate in the Company’s incentive compensation plan in place for its senior level executives. Dr. Goldenberg’s annual bonus target is 50% of his base salary, subject to achievement of performance goals established by the Compensation Committee, with a potential payout from 0 to 150% of the target amount. For the 2015 fiscal year the strategic goal to out-license sacituzumab govitecan was not met. Taking into account the importance to the Company of out-licensing sacituzumab govitecan, the Compensation Committee determined that although certain individual performance goals were met, the Company’s overall strategic plan had not been accomplished and, therefore, any 2015 cash incentive to be paid to the named executive officers would be deferred until such time as this performance goal of out-licensing is met during fiscal 2016. At such time, the Compensation Committee will review the incentive payments to be paid at an amount to be determined by the Compensation Committee. Dr. Goldenberg will also be eligible to receive equity compensation awards under the Plan, or any such successor equity compensation plan as may be in place from time to time, at the discretion of the Compensation Committee. In lieu of any annual performance equity or equity-based grants throughout the term of the Amended and Restated Goldenberg Agreement, Dr. Goldenberg received a grant of 1,500,000 Restricted Stock Units (as such term is defined in the Plan), which shall vest, if at all, after the three 3 year period commencing on the grant date of July 14, 2015, provided the applicable milestones based on achievement of certain market conditions (stock prices) are met and conditioned upon Dr. Goldenberg's continued employment through the vesting period, subject to the terms and conditions of the Restricted Stock Units Notice and the Restricted Stock Units Agreement and such other terms and conditions as set forth in the grant agreement. 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”), which terminates on June 30, 2017 . Ms. Sullivan’s current annual base salary under the Amended Sullivan Agreement is $0.6 million, which is reviewed annually for appropriate increases by the Board or the Compensation Committee. Ms. Sullivan’s annual bonus target is 50% of her base salary, subject to achievement of performance goals, with a potential payout from 0% to 150% of the target amount. For the 2015 fiscal year the strategic goal to out-license sacituzumab govitecan was not met. Taking into account the importance to the Company of out-licensing sacituzumab govitecan, the Compensation Committee determined that although certain individual performance goals were met, the Company’s overall strategic plan had not been accomplished and, therefore, any 2015 cash incentive to be paid to the named executive officers would be deferred until such time as this performance goal of out-licensing is met during fiscal 2016. At such time, the Compensation Committee will review the incentive payments to be paid at an amount to be determined by the Compensation Committee. Ms. Sullivan is also eligible to receive equity compensation awards under the Plan, or any such successor equity compensation plan as may be in place from time to time. Legal Matters The following is a summary of legal matters that are outstanding: 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. 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 against 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. Immunomedics and defendants are currently engaged in fact discovery and the exchange of patent disclosures. 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. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2016 | |
Business Overview and Basis of Presentation [Abstract] | |
Principles of Consolidation and Presentation | Principles of Consolidation and Presentation The condensed consolidated financial statements include the accounts of Immunomedics and its subsidiaries. Noncontrolling interests in consolidated subsidiaries in the condensed consolidated balance sheets represent minority stockholders’ proportionate share of the deficit in such subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Financial Instruments | Financial Instruments The carrying amounts 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 Immunomedics adopted Accounting Standards Codification No. 320, Accounting for Investments—Debt and Equity Securities , to account for investments in marketable securities. Under this accounting standard, securities for which there are no positive intent and ability to hold to maturity, the securities are classified as available-for-sale and are carried at fair value. Unrealized holding gains and losses, which are deemed to be temporary, on securities classified as available-for-sale are carried as a separate component of accumulated other comprehensive loss. Marketable securities, all of which are available-for-sale, consists of corporate debt securities, U.S. bonds, U.S. sponsored agencies and municipal bonds. Corporate debt securities include Eurodollar issues of U.S. corporations, and U.S. 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). |
Inventory | Inventory Inventory, which consists only of the finished product of LeukoScan ® , is stated at the lower of cost (which approximates first-in, first-out) or market, and includes materials, labor and manufacturing overhead. |
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 is recorded when there is persuasive evidence that an arrangement exists, delivery has occurred, the price is fixed and determinable or collectability is reasonably assured. Allowances, if any, are established for uncollectible amounts, estimated product returns and discounts. Since allowances are 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 their clinical sites. |
Reimbursement of Research & Development Costs | Reimbursement of Research & Development Costs Research and development costs that are reimbursable under collaboration agreements are included as a reduction of research and development expenses. The Company records these reimbursements as a reduction of research and development expenses as the Company’s partner in the collaboration agreement has the financial risks and responsibility for conducting these research and development activities. |
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-Merton option pricing formula for determining the grant-date fair value of such awards. 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 U.S. 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. The following table sets forth the weighted-average assumptions used to calculate the fair value of options granted for the nine-month periods ended March 31, 2016 and 2015: Nine Months Ended March 31, 2016 2015 Expected dividend yield 0% 0% Expected option term (years) 5.03 5.07 Expected stock price volatility 56% 59% Risk-free interest rate 1.25% - 1.64% 1.60% - 1.67% The Company uses historical data to estimate forfeitures. The expected term of options granted represents the period of time that options granted are expected to be outstanding. Expected stock price volatility was calculated based on the Company’s daily stock trading history. The risk-free rate for periods within the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Changes in any of these assumptions could impact, potentially materially, the amount of expense recorded in future periods related to stock-based awards. |
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 statement 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 March 31, 2016. At June 30, 2015, the Company has available net operating loss carry forwards for federal income tax reporting purposes of approximately $231.0 million and for state income tax reporting purposes of approximately $103.4 million, which expire at various dates between fiscal 2016 and 2035 . Available net operating loss carryforwards for state income tax reporting purposes were reduced in December 2015 and in January 2016, resulting from the sale of net operating loss as described below. Pursuant to Section 382 of the Internal Revenue Code of 1986, as amended, the annual utilization of a company’s net operating loss and research credit carry forwards may be limited if the Company experiences a change in ownership as defined in Section 382 of the Internal Revenue Code. The Company’s net operating loss carry forwards available to offset future federal taxable income arising before such ownership changes may be limited. Similarly, the Company may be restricted in using its research credit carry forwards arising before such ownership changes to offset future federal income tax expense. The Company’s U.S. operations reported a net loss for the three and nine-month periods ended March 31, 2016, resulting in a tax benefit that was fully offset by a valuation allowance. Income taxes previously provided for profitable foreign jurisdictions during the first three months of fiscal 2016 were reversed as a result of the net loss for the nine-month period ended March 31, 2016 with respect to such jurisdictions. The Company’s U.S. operations reported a net loss for the three and nine-month periods ended March 31, 2015, resulting in a tax benefit that was fully offset by a valuation allowance. Income taxes were provided for profitable foreign jurisdictions at the estimated annual tax rate during the three and nine-month periods ended March 31, 2015. 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, during the three and nine-month periods ended March 31, 2016, the Company recorded a tax benefit of $1.9 million and $5.1 million, respectively, as a result of its sale of approximately $30.3 million and $66.2 million, respectively, of New Jersey State NOL and $0.2 million and $1.5 million, respectively, of New Jersey R&D tax credits. The Company has no liability for uncertain tax positions as of March 31, 2016. |
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 conversion of all potential common shares is not included because their effect would have been anti-dilutive, due to the net loss recorded for the three and nine-month periods ended March 31, 2016 and 2015. The common stock equivalents excluded from the diluted per share calculation are 2 7 ,668,571 and 26,759,915 shares at March 31, 2016 and 2015, 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. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In March 2016, the FASB issued ASU 2016-09, 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 will be required to adopt this standard in annual reporting periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted in any interim or annual period provided that the entire standard is adopted. The Company is still evaluating the impact of the adoption of this ASU. In February 2016, the FASB issued ASU 2016-02, “ Leases ”. This standard requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations 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. The Company is assessing ASU 2016-02’s impact and will adopt it when effective . In August 2014, the FASB issued ASU 2014-15, “ Presentation of Financial Statements – Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern ”. This guidance clarifies that an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. The amendments in this update are effective for annual reporting periods ending after December 15, 2016, and annual and interim periods thereafter, and early application is permitted. The Company is assessing ASU 2014-15’s impact and will adopt it when effective . On May 28, 2014, the FASB issued ASU 2014-09, “ Revenue from Contracts with Customers, ” which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In August 2015, with the issuance of ASU 2015-14, the FASB amended the effective date of this ASU to fiscal years beginning after December 15, 2017, and early adoption is permitted only for fiscal years beginning after December 15, 2016. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is assessing ASU 2014-09’s impact and will adopt it when effective. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Business Overview and Basis of Presentation [Abstract] | |
Schedule of Options Weighted-Average Assumptions | The following table sets forth the weighted-average assumptions used to calculate the fair value of options granted for the nine-month periods ended March 31, 2016 and 2015: Nine Months Ended March 31, 2016 2015 Expected dividend yield 0% 0% Expected option term (years) 5.03 5.07 Expected stock price volatility 56% 59% Risk-free interest rate 1.25% - 1.64% 1.60% - 1.67% |
Marketable Securities (Tables)
Marketable Securities (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Marketable Securities [Abstract] | |
Components of Marketable Securities | Marketable securities at March 31, 2016 consisted of the following (in thousands): Gross Gross Amortized Unrealized Unrealized Cost Gain (Loss) Fair Value U.S. Treasury Bonds $ $ $ — $ Certificate of Deposits — U.S. Government Sponsored Agencies Corporate Debt Securities $ $ $ $ Marketable securities at June 30, 2015 consisted of the following (in thousands): Gross Gross Amortized Unrealized Unrealized Cost Gain (Loss) Fair Value U.S. Treasury Bonds $ $ $ — $ Certificate of Deposits — U.S. Government Sponsored Agencies Corporate Debt Securities $ $ $ $ |
Maturities of Debt Securities Classified as Available-for-Sale | Maturities of debt securities classified as available-for-sale were as follows at March 31, 2016 (in thousands): Net Carrying Fair Value Amount Due within one year $ $ Due after one year through five years $ $ Maturities of debt securities classified as available-for-sale were as follows at June 30, 2015 (in thousands): Net Carrying Fair Value Amount Due within one year $ $ Due after one year through five years $ $ |
Estimated Fair Value of Finan20
Estimated Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Estimated Fair Value of Financial Instruments [Abstract] | |
Financial Instruments Recorded on Condensed Consolidated Balance Sheets | Cash equivalents and marketable securities: ($ in thousands) March 31, 2016 Level 1 Level 2 Level 3 Total Money Market Funds $ $ — $ — $ Marketable Securities: U.S. Treasury Bonds — — Certificate of Deposits — — U.S. Government Sponsored Agencies — — Corporate Debt Securities — — Total $ $ — $ — $ ($ in thousands) June 30, 2015 Level 1 Level 2 Level 3 Total Money Market Funds $ $ — $ — $ Marketable Securities: U.S. Treasury Bonds — — Certificate of Deposits — — U.S. Government Sponsored Agencies — — Corporate Debt Securities — — Total $ $ — $ — $ |
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 March 31, 2016 As of June 30, 2015 Carrying Estimated Carrying Estimated Amount Fair Value Amount Fair Value Convertible Senior Notes $ $ $ $ |
Accumulated Other Comprehensi21
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Accumulated Other Comprehensive Loss [Abstract] | |
Components of Accumulated Other Comprehensive Loss | The components of accumulated other comprehensive loss were as follows (in thousands): Currency Net Unrealized Gains Accumulated Other Translation (Losses) on Available- Comprehensive Adjustments for-Sale Securities Loss Balance, July 1, 2015 $ $ $ Other comprehensive income before reclassifications Amounts reclassified from accumulated other comprehensive income (a) — Net current-period other comprehensive income Balance, March 31, 2016 Balance, July 1, 2014 — Other comprehensive loss before reclassifications Amounts reclassified from accumulated other comprehensive loss (a) — Net current-period other comprehensive loss Balance, March 31, 2015 $ $ $ (a) For the nine-month periods ended March 31, 2016 and 2015, $2 thousand and $10 thousand was reclassified from accumulated other comprehensive loss to interest and other income, respectively. |
Stock Incentive Plan (Tables)
Stock Incentive Plan (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Stock Incentive Plan [Abstract] | |
Summary of Options | Information concerning options for the nine-month period ended March 31, 2016 is summarized as follows: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Life Value (in 000’s) Outstanding, July 1, 2015 $ Granted $ Exercised $ Cancelled or forfeited $ Outstanding, March 31, 2016 $ 3.30 $ 370 Exercisable, March 31, 2016 $ 2.36 $ 38 |
Non-Vested Restricted and Performance Stock Units | A summary of the Company’s non-vested restricted and performance stock units at March 31, 2016, and changes during the nine-month period ended March 31, 2016 are presented below: Weighted-Average per Share of Outstanding Non-Vested Market Value on Restricted and Performance Stock Units Number of Awards Grant Date Non-vested at July 1, 2015 $ Restricted Units Granted (a) $ Restricted Units Granted – vesting based on certain market conditions (b) $ (c) Vested/Exercised $ Non-vested at March 31, 2016 $ (a) For the nine-month period ended March 31, 2016, 198,864 restricted stock units were awarded to the Company’s President and Chief Executive Officer, 15,341 restricted stock units were awarded to the Company’s Chief Financial Officer and 57,876 restricted stock units were awarded to the Company’s Board of Directors. (b) For the nine-month period ended March 31, 2016, 1,500,000 restricted stock units were awarded to the Company’s Chairman, Chief Scientific Officer and Chief Patent Officer. (c) Represents fair value on date of grant determined by using Monte Carlo simulation technique. |
Geographic Segments (Tables)
Geographic Segments (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Geographic Segments [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 three and nine-months ended March 31, 2016 and 2015, respectively ($ in thousands): As of and for the three months ended March 31, 2016 United States Europe Total Total assets $ $ $ Property and equipment, net Revenues Loss before taxes As of and for the three months ended March 31, 2015 United States Europe Total Total assets $ $ $ Property and equipment, net Revenues Loss before taxes Nine Months Ended March 31, 2016 United States Europe Total Revenues $ $ $ Loss before taxes Nine Months Ended March 31, 2015 United States Europe Total Revenues $ $ $ Loss before taxes |
Business Overview and Basis o24
Business Overview and Basis of Presentation - Narratives (Details) | 9 Months Ended | |
Mar. 31, 2016USD ($)subsidiary | Mar. 31, 2015USD ($) | |
Business Overview and Basis of Presentation [Abstract] | ||
Number of subsidiaries | subsidiary | 2 | |
Cash, cash equivalents and marketable securities | $ 61,600,000 | |
Cash, cash equivalents and marketable securities utilized in operating activities | $ 35,918,173 | $ 30,379,543 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies - (Details) - USD ($) | Jun. 30, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 |
Significant Accounting Policies [Line Items] | |||||
Highly liquid investments, original maturity period | 3 months | ||||
Operating loss carry forwards for federal income tax | $ 231,000,000 | ||||
Operating loss carry forwards for state income tax | $ 103,400,000 | ||||
Income tax benefit (expense) | $ 1,871,772 | $ (3,327) | $ 5,056,772 | $ (42,182) | |
Liability for uncertain tax positions | 0 | $ 0 | |||
Common stock equivalents excluded from the diluted per share calculation | 26,759,915 | 27,668,571 | 26,759,915 | ||
New Jersey Division of Taxation [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Income tax benefit (expense) | 1,900,000 | $ 5,100,000 | |||
Net operating loss | 30,300,000 | 66,200,000 | |||
Research and development credits | $ 200,000 | $ 1,500,000 | |||
Minimum [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Net operating loss carry forwards expiration year | 2,016 | ||||
Maximum [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Net operating loss carry forwards expiration year | 2,035 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies - Schedule of Options Weighted-Average Assumptions (Details) | 9 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Stock Incentive Plan [Abstract] | ||
Expected dividend yield | 0.00% | 0.00% |
Expected option term (years) | 5 years 11 days | 5 years 26 days |
Expected stock price volatility | 56.00% | 59.00% |
Risk-free interest rate, minimum | 1.25% | 1.60% |
Risk-free interest rate, maximum | 1.64% | 1.67% |
Marketable Securities - (Detail
Marketable Securities - (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 50,347 | $ 86,154 |
Gross Unrealized Gain | 36 | 50 |
Gross Unrealized (Loss) | (13) | (38) |
Fair Value | 50,370 | 86,166 |
Certificates of Deposits [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 4,250 | 6,000 |
Gross Unrealized Gain | 3 | 4 |
Fair Value | 4,253 | 6,004 |
U.S. Treasury Bonds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 6,949 | 13,375 |
Gross Unrealized Gain | 2 | 14 |
Fair Value | 6,951 | 13,389 |
U.S. Government Sponsored Agencies [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 22,237 | 40,694 |
Gross Unrealized Gain | 25 | 30 |
Gross Unrealized (Loss) | (3) | (9) |
Fair Value | 22,259 | 40,715 |
Corporate Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 16,911 | 26,085 |
Gross Unrealized Gain | 6 | 2 |
Gross Unrealized (Loss) | (10) | (29) |
Fair Value | $ 16,907 | $ 26,058 |
Marketable Securities - Maturit
Marketable Securities - Maturities of Debt Securities Classified as Available-for-Sale (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Marketable Securities [Abstract] | ||
Fair Value, Due within one year | $ 44,385 | $ 46,516 |
Fair Value, Due after one year through five years | 5,985 | 39,650 |
Fair Value | 50,370 | 86,166 |
Net Carrying Amount, Due within one year | 44,622 | 46,646 |
Net Carrying Amount, Due after one year through five years | 6,015 | 39,831 |
Net Carrying Amount | $ 50,637 | $ 86,477 |
Convertible Senior Notes - Narr
Convertible Senior Notes - Narratives (Details) $ / shares in Units, shares in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2015USD ($)$ / sharesshares | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | |
Debt Instrument [Line Items] | |||||
Amortization of debt issuance costs | $ 547,366 | $ 99,337 | |||
4.75% Convertible Senior Notes Due 2020 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 100,000,000 | ||||
Net proceeds from debt | 96,300,000 | ||||
Debt issuance costs | $ 3,700,000 | ||||
Debt instrument, maturity date | Feb. 15, 2020 | ||||
Frequency of interest payments | Interest at 4.75% is payable semiannually on February 15 and August 15 | ||||
Debt instrument, stated percentage | 4.75% | ||||
Debt instrument, effective interest rate | 5.48% | 5.48% | |||
Number of shares issuable under conversion of debt | shares | 19.6 | ||||
Debt conversion ratio | 195.8336 | ||||
Conversion price of debt | $ / shares | $ 5.11 | ||||
Convertible Senior Notes, terms of conversion | The conversion 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 Immunomedics common stock) | ||||
Percentage of principal amount redeemable | 100.00% | ||||
Interest expense | $ 1,400,000 | $ 700,000 | $ 4,100,000 | 700,000 | |
Amortization of debt issuance costs | $ 200,000 | $ 100,000 | $ 500,000 | $ 100,000 |
Estimated Fair Value of Finan30
Estimated Fair Value of Financial Instruments - (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | $ 59,029 | $ 96,304 |
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 8,659 | 10,138 |
U.S. Treasury Bonds [Member] | Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 6,951 | 13,389 |
Certificates of Deposits [Member] | Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 4,253 | 6,004 |
U.S. Government Sponsored Agencies [Member] | Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 22,259 | 40,715 |
Corporate Debt Securities [Member] | Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 16,907 | 26,058 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 59,029 | 96,304 |
Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 8,659 | 10,138 |
Level 1 [Member] | U.S. Treasury Bonds [Member] | Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 6,951 | 13,389 |
Level 1 [Member] | Certificates of Deposits [Member] | Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 4,253 | 6,004 |
Level 1 [Member] | U.S. Government Sponsored Agencies [Member] | Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 22,259 | 40,715 |
Level 1 [Member] | Corporate Debt Securities [Member] | Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | $ 16,907 | $ 26,058 |
Estimated Fair Value of Finan31
Estimated Fair Value of Financial Instruments - Schedule of Carrying Amounts and Estimated Fair Values (Level 2) of Debt Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible Senior Notes | $ 97,172 | $ 96,625 |
Estimated Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible Senior Notes | $ 76,223 | $ 103,800 |
Accumulated Other Comprehensi32
Accumulated Other Comprehensive Loss - (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning, Balance | $ (161,092) | $ 262,000 | ||
Other comprehensive loss before reclassifications | 49,000 | (496,000) | ||
Amounts reclassified from accumulated other comprehensive loss | (2,000) | (10,000) | ||
Net current-period other comprehensive loss | $ 163,762 | $ (237,282) | 47,224 | (505,566) |
Ending, Balance | (113,868) | (244,000) | (113,868) | (244,000) |
Currency Translation Adjustments [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning, Balance | (173,000) | 262,000 | ||
Other comprehensive loss before reclassifications | 36,000 | (512,000) | ||
Net current-period other comprehensive loss | 36,000 | (512,000) | ||
Ending, Balance | (137,000) | (250,000) | (137,000) | (250,000) |
Net Unrealized Gains (Losses) on Available-for-Sale Securities [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning, Balance | 12,000 | |||
Other comprehensive loss before reclassifications | 13,000 | 16,000 | ||
Amounts reclassified from accumulated other comprehensive loss | (2,000) | (10,000) | ||
Net current-period other comprehensive loss | 11,000 | 6,000 | ||
Ending, Balance | $ 23,000 | $ 6,000 | $ 23,000 | $ 6,000 |
Accumulated Other Comprehensi33
Accumulated Other Comprehensive Loss - Narratives (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Reclassified from accumulated other comprehensive income | $ 81,911 | $ 32,838 | $ 257,631 | $ 69,126 |
Reclassification out of Accumulated Other Comprehensive Income [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Reclassified from accumulated other comprehensive income | $ 2,000 | $ 10,000 |
Stock Incentive Plan - (Details
Stock Incentive Plan - (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock vesting period | 4 years | |||
Contractual terms of stock option | 7 years | |||
Common stock reserved for possible future issuance upon exercise of stock options | 16,914,695 | 16,914,695 | ||
Stock options available for future grants | 7,085,211 | 7,085,211 | ||
Performance Units available for grant | 9,829,484 | 9,829,484 | ||
Options granted, weighted average grant date fair value | $ 1 | $ 1.61 | $ 1 | $ 1.61 |
Board Members [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Contractual terms of stock option | 7 years |
Stock Incentive Plan - Summary
Stock Incentive Plan - Summary of Options (Details) $ / shares in Units, $ in Thousands | 9 Months Ended |
Mar. 31, 2016USD ($)$ / sharesshares | |
Stock Incentive Plan [Abstract] | |
Number of Shares, Options outstanding, beginning of year | shares | 4,525,340 |
Number of Shares, Options granted | shares | 607,431 |
Number of Shares, Options exercised | shares | (88,250) |
Number of Shares, Options cancelled or forfeited | shares | (89,888) |
Number of Shares, Options outstanding, end of year | shares | 4,954,633 |
Number of Shares, Options exercisable, end of year | shares | 3,543,479 |
Weighted Average Exercise Price, Options outstanding, beginning of year | $ / shares | $ 3.48 |
Weighted Average Exercise Price, Options granted | $ / shares | 2.04 |
Weighted Average Exercise Price, Options exercised | $ / shares | 2.24 |
Weighted Average Exercise Price, Options cancelled or forfeited | $ / shares | 4.16 |
Weighted Average Exercise Price, Options outstanding, end of year | $ / shares | 3.31 |
Weighted Average Exercise Price, Options exercisable, end of year | $ / shares | $ 3.32 |
Weighted Average Remaining Contractual Life of outstanding stock options | 3 years 3 months 18 days |
Weighted Average Remaining Contractual Life of exercisable stock options | 2 years 4 months 10 days |
Aggregate Intrinsic Value of outstanding stock options | $ | $ 370 |
Aggregate Intrinsic Value of exercisable stock options | $ | $ 38 |
Stock Incentive Plan - Non-Vest
Stock Incentive Plan - Non-Vested Restricted and Performance Stock Units (Details) | 9 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Non-vested at July 1, 2015 | shares | 706,881 |
Vested/Exercised | shares | (348,384) |
Non-vested at December 31, 2015 | shares | 2,130,578 |
Non-vested, Weighted-Average per Share of Market Value on Grant Date, Beginning balance | $ / shares | $ 4.30 |
Vested/Exercised, Weighted-Average per Share of Market Value on Grant Date | $ / shares | 4.30 |
Non-vested, Weighted-Average per Share of Market Value on Grant Date, Ending balance | $ / shares | $ 2.59 |
Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted | shares | 272,081 |
Non-vested, Weighted-Average per Share of Market Value on Grant Date | $ / shares | $ 2.05 |
Restricted Units Vesting Based on Certain Market Conditions [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted | shares | 1,500,000 |
Non-vested, Weighted-Average per Share of Market Value on Grant Date | $ / shares | $ 2.28 |
Stock Incentive Plan - Narrativ
Stock Incentive Plan - Narratives (Details) $ / shares in Units, $ in Thousands | Aug. 20, 2015$ / sharesshares | Mar. 31, 2016USD ($)itemshares | Mar. 31, 2015USD ($) | Mar. 31, 2016USD ($)itemshares | Mar. 31, 2015USD ($) | Jun. 30, 2015itemshares | Jul. 14, 2015shares | Jun. 30, 2014shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Non-vested options outstanding | 3,541,732 | 3,541,732 | ||||||
Unrecognized compensation costs related to non-vested share-based compensation | $ | $ 6,200 | |||||||
Weighted-average period recognized | 2 years 3 months 15 days | |||||||
Stock vesting period | 4 years | |||||||
Performance Units available for grant | 9,829,484 | 9,829,484 | ||||||
Performance Units, awarded | 348,384 | |||||||
Restricted Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Restricted stock units awarded | 272,081 | |||||||
Unrecognized compensation costs related to non-vested share-based compensation | $ | $ 2,600 | |||||||
Weighted-average period recognized | 2 years 3 months | |||||||
Stock-based compensation | $ | $ 45 | |||||||
Restricted Units Vesting Based on Certain Market Conditions [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Restricted stock units awarded | 1,500,000 | |||||||
Performance Units [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Restricted stock units awarded | 136,452 | |||||||
Unrecognized compensation costs related to non-vested share-based compensation | $ | $ 200 | |||||||
Weighted-average period recognized | 2 years | |||||||
Stock-based compensation | $ | $ 100 | $ 300 | $ 100 | $ 300 | ||||
Performance Units available for grant | 389,864 | |||||||
Performance Units, awarded | 116,959 | |||||||
Performance milestone achieved | item | 2 | |||||||
President and Chief Executive Officer [Member] | Restricted Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Restricted stock units awarded | 198,864 | |||||||
Chief Financial Officer [Member] | Restricted Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Restricted stock units awarded | 15,341 | |||||||
Chairman, Chief Scientific Officer and Chief Patent Officer [Member] | Restricted Units Vesting Based on Certain Market Conditions [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Restricted stock units awarded | 1,500,000 | |||||||
Executive Officers [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Restricted stock units awarded | 214,205 | |||||||
Unrecognized compensation costs related to non-vested share-based compensation | $ | $ 1,100 | |||||||
Restricted stock units, closing price | $ / shares | $ 1.76 | |||||||
Restricted stock units | 136,453 | 136,453 | ||||||
Performance milestone achieved | item | 2 | 2 | ||||||
Executive Officers [Member] | Restricted Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation expense related stock options | $ | $ 200 | 200 | $ 500 | 600 | ||||
Stock vesting period | 4 years | |||||||
Executive Officers [Member] | Performance Units [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Weighted-average period recognized | 2 years 3 months 29 days | |||||||
Employees, Executive Officers and Non-Employee Board Members [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation expense related stock options | $ | 900 | 600 | $ 2,800 | 2,100 | ||||
Board Members [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Restricted stock units awarded | 57,876 | |||||||
Non-Employee Board [Member] | Restricted Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation | $ | 45 | $ 44 | $ 136 | $ 136 | ||||
Goldenberg Agreement [Member] | Employment Agreement [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Agreement date | Jul. 1, 2015 | |||||||
Goldenberg Agreement [Member] | Employment Agreement [Member] | Restricted Units Vesting Based on Certain Market Conditions [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Performance Units available for grant | 1,500,000 | |||||||
Goldenberg Agreement [Member] | Employment Agreement [Member] | Performance Unit Grant [ Member ] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation expense related stock options | $ | $ 300 | $ 800 |
Geographic Segments - (Details)
Geographic Segments - (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Jun. 30, 2015 | |
Segment Reporting Information [Line Items] | |||||
Total assets | $ 67,641,541 | $ 111,834,000 | $ 67,641,541 | $ 111,834,000 | $ 105,779,606 |
Property and equipment, net | 3,167,554 | 2,065,000 | 3,167,554 | 2,065,000 | $ 2,241,838 |
Revenues | 899,079 | 1,182,698 | 2,301,061 | 3,257,487 | |
Loss before taxes | (15,893,448) | (11,784,823) | (48,267,109) | (35,654,380) | |
United States [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total assets | 66,324,000 | 110,600,000 | 66,324,000 | 110,600,000 | |
Property and equipment, net | 3,099,000 | 2,056,000 | 3,099,000 | 2,056,000 | |
Revenues | 356,000 | 489,000 | 587,000 | 1,110,000 | |
Loss before taxes | (15,789,000) | (11,762,000) | (47,977,000) | (35,733,000) | |
Europe [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total assets | 1,318,000 | 1,234,000 | 1,318,000 | 1,234,000 | |
Property and equipment, net | 69,000 | 9,000 | 69,000 | 9,000 | |
Revenues | 543,000 | 694,000 | 1,714,000 | 2,147,000 | |
Loss before taxes | $ (104,000) | $ (23,000) | $ (290,000) | $ 79,000 |
Related Party Transactions - (D
Related Party Transactions - (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Center for Molecular Medicine and Immunology [Member] | ||||
Related Party Transaction [Line Items] | ||||
Legal expenses incurred by the company | $ 6 | $ 8 | $ 20 | $ 30 |
Goldenberg Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Compensation received for services | $ 22 | $ 21 | $ 66 | $ 63 |
License and Collaboration Agr40
License and Collaboration Agreements - (Details) $ / shares in Units, shares in Millions | Dec. 27, 2011$ / sharesshares | Jan. 31, 2016USD ($)item | Jan. 31, 2015USD ($) | Jan. 31, 2012USD ($) | Mar. 31, 2016USD ($)$ / shares | Mar. 31, 2015USD ($) | Mar. 31, 2016USD ($)$ / shares | Mar. 31, 2015USD ($) | Jun. 30, 2015USD ($)$ / shares |
License and Collaboration Agreements [Abstract] | |||||||||
Upfront cash payment and other payments received under collaboration agreement | $ 6,000,000 | ||||||||
License fee and other revenues | $ 300,000 | $ 300,000 | $ 266,096 | $ 250,000 | $ 302,324 | $ 250,000 | $ 1,000,000 | ||
Number of payments receivable per contract | item | 1 | ||||||||
License agreement date | May 9, 2006 | ||||||||
Amendment agreement date | Dec. 27, 2011 | ||||||||
Duration of warrant issued | 5 years | ||||||||
Number of shares under five year warrant | shares | 1 | ||||||||
Shares to be purchased under warrant, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Shares to be purchased under warrant, exercise price | $ / shares | $ 8 | ||||||||
Non-refundable cash payment received | $ 30,000,000 | ||||||||
Clinical trial study, description | On July 28, 2015, UCB announced that the two Phase 3 EMBODY(TM) clinical trials for epratuzumab in SLE did not meet the primary clinical efficacy endpoints in either dose in both studies. |
Commitments and Contingencies -
Commitments and Contingencies - (Details) - USD ($) $ in Millions | Jul. 14, 2015 | Mar. 31, 2016 |
Guarantor Obligations [Line Items] | ||
Stock vesting period | 4 years | |
Restricted Units Vesting Based on Certain Market Conditions [Member] | ||
Guarantor Obligations [Line Items] | ||
Restricted stock units granted in period | 1,500,000 | |
Restricted Units Vesting Based on Certain Market Conditions [Member] | 2014 Long Term Incentive Plan [Member] | ||
Guarantor Obligations [Line Items] | ||
Restricted stock units granted in period | 1,500,000 | |
Stock vesting period | 3 years | |
Employment Agreement [Member] | Goldenberg Agreement [Member] | ||
Guarantor Obligations [Line Items] | ||
Agreement date | Jul. 1, 2015 | |
Annual base salary | $ 0.6 | |
Percentage of annual bonus target | 50.00% | |
Employment Agreement [Member] | Goldenberg Agreement [Member] | Maximum [Member] | ||
Guarantor Obligations [Line Items] | ||
Agreement termination date | Jul. 1, 2020 | |
Percentage of potential payout target | 150.00% | |
Employment Agreement [Member] | Goldenberg Agreement [Member] | Minimum [Member] | ||
Guarantor Obligations [Line Items] | ||
Percentage of potential payout target | 0.00% | |
Employment Agreement [Member] | Goldenberg Agreement [Member] | Chairman of Board, Chief Scientific Officer and Chief Patent Officer [Member] | ||
Guarantor Obligations [Line Items] | ||
Agreement date | Jul. 1, 2015 | |
Employment Agreement [Member] | Sullivan Agreement [Member] | ||
Guarantor Obligations [Line Items] | ||
Agreement date | Jul. 1, 2014 | |
Agreement termination date | Jun. 30, 2017 | |
Annual base salary | $ 0.6 | |
Percentage of annual bonus target | 50.00% | |
Employment Agreement [Member] | Sullivan Agreement [Member] | Maximum [Member] | ||
Guarantor Obligations [Line Items] | ||
Percentage of potential payout target | 150.00% | |
Employment Agreement [Member] | Sullivan Agreement [Member] | Minimum [Member] | ||
Guarantor Obligations [Line Items] | ||
Percentage of potential payout target | 0.00% |