Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2018 | May 07, 2018 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
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 | 167,346,526 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2018 | Jun. 30, 2017 |
Current Assets: | ||
Cash and cash equivalents | $ 306,746,267 | $ 43,393,570 |
Marketable securities | 52,046,411 | 111,508,225 |
Accounts receivable, net of allowance for doubtful accounts of $1,941 at March 31, 2018 and $9,371 at June 30, 2017 | 195,046 | 488,723 |
Inventory | 580,016 | |
Prepaid expenses | 4,276,134 | 891,284 |
Other current assets | 5,894,556 | 436,344 |
Total current assets | 369,158,414 | 157,298,162 |
Property and equipment, net of accumulated depreciation of $30,501,227 and $29,560,955 at March 31, 2018 and June 30, 2017, respectively | 10,669,146 | 5,245,230 |
Other long-term assets | 60,000 | 30,000 |
Total Assets | 379,887,560 | 162,573,392 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 23,196,457 | 31,366,976 |
Warrant liabilities | 70,331,191 | 90,706,206 |
Deferred revenues | 93,669 | 170,967 |
Total current liabilities | 93,621,317 | 122,244,149 |
Convertible senior notes – net of unamortized debt issuance costs of $273,683 at March 31, 2018 and $1,915,781 at June 30, 2017 | 19,726,317 | 98,084,219 |
Non-recourse debt | 182,216,000 | |
Accrued interest expense on non-recourse debt | 10,626,390 | |
Other long-term liabilities | 1,878,100 | 1,708,272 |
Total Liabilities | 308,068,124 | 222,036,640 |
Commitments and Contingencies (Note 13) | ||
Stockholders’ Equity (Deficit): | ||
Common stock, $.01 par value; authorized 250,000,000 shares; issued 167,255,886 shares and outstanding 167,221,161 shares at March 31, 2018; issued 110,344,643 shares and outstanding 110,309,918 shares at June 30, 2017 | 1,672,558 | 1,103,446 |
Capital contributed in excess of par | 750,391,976 | 462,666,366 |
Treasury stock, at cost: 34,725 shares at March 31, 2018 and at June 30, 2017 | (458,370) | (458,370) |
Accumulated deficit | (678,519,376) | (521,710,899) |
Accumulated other comprehensive loss | (457,183) | (302,710) |
Total Immunomedics, Inc. stockholders' equity (deficit) | 72,629,605 | (58,692,167) |
Noncontrolling interest in subsidiary | (810,169) | (771,081) |
Total stockholders’ equity (deficit) | 71,819,436 | (59,463,248) |
Total Liabilities and Stockholders' Equity (Deficit) | 379,887,560 | 162,573,392 |
Convertible preferred stock | ||
Stockholders’ Equity (Deficit): | ||
Convertible preferred stock, $.01 par value; authorized 10,000,000 shares; no shares issued and outstanding at March 31, 2018 and 1,000,000 shares issued and outstanding at June 30, 2017 | $ 10,000 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2018 | Jun. 30, 2017 |
Accounts receivable, allowance for doubtful accounts | $ 1,941 | $ 9,371 |
Property and equipment, accumulated depreciation | 30,501,227 | 29,560,955 |
Unamortized debt issuance costs | $ 273,683 | $ 1,915,781 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 167,255,886 | 110,344,643 |
Common stock, shares outstanding | 167,221,161 | 110,309,918 |
Treasury stock, shares | 34,725 | 34,725 |
Convertible preferred stock | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 1,000,000 |
Preferred stock, shares outstanding | 0 | 1,000,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Revenues: | ||||
Product sales | $ 450,353 | $ 921,675 | $ 1,500,625 | $ 1,836,157 |
License fee and other revenues | 14,886 | 257,442 | 79,956 | 282,556 |
Research and development | 16,987 | 144,322 | 189,419 | 330,702 |
Total revenues | 482,226 | 1,323,439 | 1,770,000 | 2,449,415 |
Costs and Expenses: | ||||
Costs of goods sold | 46,801 | 135,585 | 613,591 | 437,452 |
Research and development | 28,843,102 | 12,491,290 | 71,680,166 | 39,765,180 |
Sales and marketing | 2,365,975 | 302,509 | 3,781,959 | 703,440 |
General and administrative | 6,853,767 | 10,514,243 | 14,346,449 | 13,969,783 |
Total costs and expenses | 38,109,645 | 23,443,627 | 90,422,165 | 54,875,855 |
Operating loss | (37,627,419) | (22,120,188) | (88,652,165) | (52,426,440) |
Changes in fair market value of warrant liabilities | 9,835,441 | (28,336,865) | (49,774,638) | (35,567,205) |
Warrant related expenses | (7,649,395) | (7,649,395) | ||
Interest expense | (10,900,381) | (1,369,955) | (13,821,273) | (4,109,866) |
Interest and other income, net | 1,129,489 | 64,574 | 1,927,811 | 219,536 |
Other financing expenses | (13,005,329) | (346,568) | ||
Insurance reimbursement | 1,930,233 | 6,296,370 | ||
Foreign currency transaction gain, net | 74,514 | 91,471 | 181,659 | (117,476) |
Loss before income tax benefit | (35,558,123) | (59,320,358) | (156,847,565) | (99,997,414) |
Net loss | (35,558,123) | (59,320,358) | (156,847,565) | (99,997,414) |
Less: Net loss attributable to noncontrolling interest | (11,895) | (14,340) | (39,088) | (46,164) |
Net loss attributable to Immunomedics, Inc. stockholders | $ (35,546,228) | $ (59,306,018) | $ (156,808,477) | $ (99,951,250) |
Loss per common share attributable to Immunomedics, Inc. stockholders (basic and diluted): | $ (0.21) | $ (0.55) | $ (1.08) | $ (0.97) |
Weighted average shares used to calculate loss per common share (basic and diluted) | 166,054,266 | 107,839,947 | 145,119,409 | 102,756,818 |
Other comprehensive (loss) income, net of tax: | ||||
Foreign currency translation adjustments | $ (66,419) | $ (52,247) | $ (155,058) | $ 58,569 |
Unrealized gain (loss) on securities available for sale | 10,321 | 5,467 | 585 | (52,489) |
Other comprehensive (loss) income, net of tax: | (56,098) | (46,780) | (154,473) | 6,080 |
Comprehensive loss | (35,614,221) | (59,367,138) | (157,002,038) | (99,991,334) |
Less comprehensive loss attributable to noncontrolling interest | (11,895) | (14,340) | (39,088) | (46,164) |
Comprehensive loss attributable to Immunomedics, Inc. stockholders | $ (35,602,326) | $ (59,352,798) | $ (156,962,950) | $ (99,945,170) |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (156,847,565) | $ (99,997,414) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Changes in fair value of warrant liabilities | 49,774,638 | 35,567,205 |
Warrant related expense | 7,649,395 | |
Depreciation and amortization | 940,272 | 633,079 |
Loss on induced exchanges of debt | 13,005,329 | |
Amortization of deferred revenue | (77,298) | (43,230) |
Amortization of bond premiums | 205,071 | |
Amortization of debt issuance costs | 1,552,785 | 547,366 |
Amortization of deferred rent | 169,828 | 18,062 |
(Gain) loss on sale of marketable securities | 15,682 | |
Increase (decrease) in allowance for doubtful accounts | (7,430) | (52,561) |
Other | (296,096) | 467,340 |
Non-cash expense related to stock compensation | 2,673,184 | 2,593,085 |
Changes in operating assets and liabilities: | ||
Accounts receivable – net of reserve | 293,677 | (306,795) |
Other receivables | (30,000) | 125,578 |
Inventories – net of reserve | 580,016 | (335,091) |
Other current assets | (5,458,212) | 43,467 |
Prepaid expenses | (3,384,850) | 274,515 |
Accounts payable and accrued expenses | (9,467,734) | 4,409,509 |
Accrued interest on non-recourse debt | 10,626,390 | |
Net cash used in operating activities | (95,953,066) | (48,185,737) |
Cash flows from investing activities: | ||
Purchases of marketable securities | (10,380,182) | (29,160,546) |
Proceeds from sales/maturities of marketable securities | 69,841,996 | 42,240,521 |
Purchases of property and equipment | (4,929,765) | (829,325) |
Net cash provided by investing activities | 54,532,049 | 12,250,650 |
Cash flows from financing activities: | ||
Sale of common stock and warrants, net of related expenses | 123,508,937 | 43,278,473 |
Exercise of stock options and warrants | 997,208 | 1,812,780 |
Proceeds from the issuance of non-recourse debt | 182,217,000 | |
Debt conversion fees | (530,064) | |
Tax withholding payments for stock compensation | (1,523,183) | (448,625) |
Net cash provided by financing activities | 304,669,898 | 44,642,628 |
Effect of changes in exchange rates on cash and cash equivalents | 103,816 | (12,698) |
Net increase in cash and cash equivalents | 263,352,697 | 8,694,843 |
Cash and cash equivalents beginning of period | 43,393,570 | 13,203,625 |
Cash and cash equivalents end of period | 306,746,267 | 21,898,468 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 2,850,000 | $ 4,750,000 |
Schedule of non-cash investing and financing activities: | ||
Convertible Senior Notes converted to common stock | 80,000,000 | |
Accrued capital expenditures | 1,439,090 | |
Reclass of warrant liability to capital contributed in excess of par | $ 70,149,633 |
Business Overview and Basis of
Business Overview and Basis of Presentation | 9 Months Ended |
Mar. 31, 2018 | |
Business Overview and Basis of Presentation | |
Business Overview and Basis of Presentation | 1. Immunomedics is a clinical-stage biopharmaceutical company that develops monoclonal antibody-based products for the targeted treatment of cancer and other serious diseases. Our corporate objective is to become a fully-integrated biopharmaceutical company and a leader in the field of antibody-drug conjugates (“ADCs”). To that end, our immediate priority is to commercialize our most advanced ADC product candidate, sacituzumab govitecan (“IMMU-132”), beginning in the U.S., with metastatic triple-negative breast cancer (“mTNBC”) as the first indication. W e plan to submit a Biologics License Application (“BLA”) to the United States Food and Drug Administration (“FDA”) by the end of May 2018 for accelerated approval of sacituzumab govitecan for the treatment of patients with mTNBC who have received at least two prior therapies for metastatic disease. The Company has two foreign subsidiaries, Immunomedics B.V. in the Netherlands and Immunomedics GmbH in Rodermark, Germany, that assist the Company in clinical trials in Europe. The accompanying condensed financial statements include results for its two foreign subsidiaries and its majority-owned U.S. subsidiary, IBC Pharmaceuticals, Inc. (“IBC”). 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-month period ended March 31, 2018 are not necessarily indicative of the results that may be expected for the full fiscal year ending June 30, 2018, or any other period. Immunomedics is subject to significant risks and uncertainties, including, without limitation, the Company’s inability to further identify, develop and achieve commercial success for new products and technologies; the possibility of delays in the research and development necessary to select drug development candidates and delays in clinical trials; the risk that clinical trials may not result in marketable products; the risk that the Company may be unable to secure regulatory approval of and market its drug candidates; the development or regulatory approval of competing products; the Company’s ability to protect its proprietary technologies; patent-infringement claims; and risks of new, changing and competitive technologies and regulations in the United States and internationally. Since its inception in 1982, Immunomedics’ principal sources of funds have been the private and public sale of equity and debt securities, and revenues from licensing agreements, including up-front and milestone payments, funding of development programs, and other forms of funding from collaborations. Historically, sources of revenue have included sales of LeukoScan ® , grants, and license fees and other revenue, however, in order to focus on its ADC business, the Company discontinued the sale of LeukoScan ® during February 2018. As of March 31, 2018 the Company had $358.8 million in cash, cash equivalents and marketable securities. On January 8, 2018, the Company announced that it had agreed to sell tiered, sales-based royalty rights on global net sales of sacituzumab govitecan to RPI Finance Trust (“RPI”) for $175.0 million. RPI also purchased $75.0 million in common stock of Immunomedics, at $17.15 per share, which represented a more than 15% premium over the stock’s 15-day trailing average closing price at that time. The total $250.0 million funding included in its cash balance as of March 31, 2018, provided Immunomedics with the resources required to support the Company’s next phase of growth as it focuses on developing sacituzumab govitecan in mTNBC, advanced urothelial cancer and other indications of high medical need and on further building its clinical, medical affairs, commercial and manufacturing infrastructure and to fund operations into 2020. During that time the Company plans to file a BLA with the FDA for accelerated approval of sacituzumab govitecan for patients with mTNBC in the U.S., to continue manufacturing sacituzumab govitecan at a large scale to prepare for and supply commercial operations in the U.S., to continue the Phase 3 ASCENT trial of sacituzumab govitecan for mTNBC patients, to invest in further clinical development of sacituzumab govitecan and other pipeline assets, and to launch sacituzumab govitecan as a commercial product in the U.S. initially as a treatment for patients with mTNBC who have received at least two prior therapies for metastatic disease. The Company will require additional funding in 2020 to complete its clinical trials currently underway or planned, to continue research and new development programs, to expand commercial applications for sacituzumab govitecan into earlier lines of therapy for mTNBC patients and for patients with other types of cancer indications, such as advanced urothelial cancer and other indications with high, unmet medical need, as a mono and combination therapy, and to continue operations. Potential sources of funding include the exercise of outstanding warrants, the entrance into various potential strategic partnerships towards advancing and maximizing the Company’s full pipeline for mTNBC and beyond, the sales and marketing of sacituzumab govitecan as a third-line therapy for mTNBC in the U.S. (pending the submission of the BLA and FDA’s approval), and potential equity and debt financing. The Company expects to continue to fund its operations with its current financial resources. In order to meet its cash needs, the Company may also enter into various potential strategic partnerships towards advancing and maximizing the Company’s full pipeline for mTNBC and beyond, or the sales and marketing of sacituzumab govitecan as a third-line therapy for mTNBC in the U.S. (pending the submission of the BLA and FDA’s approval). In 2020, if the Company cannot obtain sufficient funding, it could be required to finance future cash needs through the sale of additional equity and/or debt securities in capital markets. However, there can be no assurance that the Company will be able to raise the additional capital needed to complete its pipeline of research and development programs on commercially acceptable terms, if at all. The capital markets have experienced volatility in recent years, which has resulted in uncertainty with respect to availability of capital and hence the timing to meet an entity’s liquidity needs. The Company’s existing debt may also negatively impact the Company’s ability to raise additional capital. If the Company is unable to raise capital on acceptable terms, its ability to continue its business would be materially and adversely affected. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2018 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. 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, as amended on Form 10-K/A for the year ended June 30, 2017. 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. Reclassifications Certain amounts presented on the Company’s prior year consolidated balance sheet have been reclassified to conform to current period classification. 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, all of which are available-for-sale, consist 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 of the raw materials, work-in-process and finished product of LeukoScan ® , is stated at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The Company will capitalize inventory costs associated with the Company’s product candidate, sacituzumab govitecan, after regulatory approval when, based on management’s judgment, future commercialization is considered probable and the future economic benefit is expected to be realized; otherwise, such costs are expensed as research and development. In addition, the Company’s product is subject to strict quality control and monitoring which the Company performs throughout the manufacturing process. If certain batches or units of product no longer meet quality specification or become obsolete due to expiration, the Company records a charge to cost of sales sold to write down such unmarketable inventory to zero. In order to focus on its ADC business, the Company discontinued the sale of LeukoScan ® during February 2018. All inventory was sold through as of March 31, 2018. 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 the institutions. Research and development costs include salaries and benefits, costs associated with producing biopharmaceutical compounds, laboratory supplies, the costs of conducting clinical trials, and facilities costs. In addition, the Company uses clinical research organizations (CRO) and contract manufacturing operations (CMO) to outsource portions of our research and development activities. Advances paid to CROs are capitalized as prepaids until services are performed and total $3.2 million and $25 thousand at March 31, 2018 and June 30, 2017, respectively. Similarly, advances paid to CMOs for purchases of raw materials are capitalized to other current assets and are expensed as research and development expenses. Amounts capitalized to other current assets related to CMOs at March 31, 2018 and June 30, 2017 were $5.1 million and $0, respectively. 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 option pricing formula for determining the grant-date fair value of such awards. The fair value of option awards that vest based on achievement of certain market conditions are determined using a Monte Carlo simulation technique. The expected term of the option is based upon the contractual term and expected employee exercise and expected post-vesting employment termination behavior. The expected volatility of the price of the underlying stock is based upon the historical volatility of the Company’s stock computed over a period of time equal to the expected term of the option. The risk free interest rate is based upon the implied yields currently available from the 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, 2018 and 2017: Nine Months Ended March 31, 2018 2017 Expected dividend yield 0% 0% Expected option term (years) 3.46 years 5.05 years Expected stock price volatility 50% 63% Risk-free interest rate 1.72% - 2.63% 1.16% - 2.15% The following table sets forth weighted average assumptions used to calculate the fair value of options that vest based upon achievement of certain market conditions for the nine-month period ended March 31, 2018. There were no awards that vest based upon achievement of certain market conditions for the nine-month period ended March 31, 2017. Nine Months Ended March 31, 2018 2017 Expected option term (years) 2.10 0 Expected stock price volatility 74% 0% Risk-free interest rate 1.93% 0.00% 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. Common Stock Warrants In connection with certain financing transactions in October 2016 and February 2017, the Company issued warrants and recorded them as liabilities due to certain net cash settlement provisions. The warrants were recorded at fair value using the Black-Scholes valuation model. The Black-Scholes valuation model takes into account, as of the valuation date, factors including the current exercise price, the term of the warrant, the current price of the underlying stock and its expected volatility, expected dividends on the stock, and the risk-free interest rate for the term of the warrant. These warrants are subject to re-measurement at each balance sheet date until the warrants are exercised or expired, and any change in fair value is recognized as “change in the fair value of warrant liability” in the consolidated statements of operations. 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, 2018. At June 30, 2017, the Company has available net operating loss carry forwards for federal income tax reporting purposes of approximately $371.1 million and for state income tax reporting purposes of approximately $186.0 million, which expire at various dates between fiscal 2018 and 2037. 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 and foreign jurisdictions reported a net loss for the three-month periods ended March 31, 2018 and 2017, resulting in a tax benefit that was fully offset by a valuation allowance. The Company has no liability for uncertain tax positions as of March 31, 2018. The Tax Cuts and Jobs Act (the “Act”) was signed into law on December 22, 2017. Among its numerous changes to the Internal Revenue Code, the Act reduces U.S. corporate rates from 35% to 21%. Additionally, the Act limits the use of net operating loss carry backs, however any future net operating losses will instead be carried forward indefinitely. Only 80% of current income will be able to be offset with a net operating loss carryforward, with the remainder of the net operating loss continuing to carry forward. Based on an initial assessment of the Act, the Company believes that the most significant impact on the Company’s consolidated financial statements will be reduction of deferred tax assets related to net operating losses and research and development tax credits. Such reduction is expected to be largely offset by changes to the Company’s valuation allowance. Net Loss Per Share Allocable to Common Stockholders Net loss per basic and diluted common share allocable to common stockholders is based on the net loss for the relevant period, divided by the weighted-average number of common shares outstanding during the period. For purposes of the diluted net loss per common share calculations, the exercise or exchange of all potential common shares is not included because their effect would have been anti-dilutive, due to the net loss recorded for the three and nine-month periods ended March 31, 2018 and 2017. 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 2018, the FASB issued ASU 2018-05, “ Income Taxes ”, guidance which addresses the recognition of taxes payable or refundable for the current year and the recognition of deferred tax liabilities and deferred tax assets for the future tax consequences of events that have been recognized in an entity’s financial statements or tax returns, the accounting for income taxes upon a change in tax laws or tax rates, and the income tax accounting effect of a change in tax laws or tax rates. The Company is currently assessing ASU 2018-05’s impact. In May 2017, the FASB issued ASU 2017-09, “ Stock Compensation - Scope of Modification Accounting ”, guidance that clarifies that all changes to share-based payment awards are not necessarily accounted for as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award changes as a result of the change in terms or conditions. The amendments in this guidance should be applied prospectively in annual periods beginning after December 15, 2017, including interim periods within those periods, with early adoption permitted. This guidance will apply to any future modifications. The Company is assessing ASU 2017-09’s impact and if applicable, will adopt it when effective. In August 2016, the FASB issued ASU 2016-15, “ Statement of Cash Flows: Clarification of Certain Cash Receipts and Cash Payments ”, which eliminates the diversity in practice related to the classification of certain cash receipts and payments in the statement of cash flows, by adding or clarifying guidance on eight specific cash flow issues. ASU 2016-15 is effective for annual and interim reporting periods beginning after December 15, 2017 and early adoption is permitted. ASU 2016-15 provides for retrospective application for all periods presented. The Company is assessing the impact of ASU 2016-15 and will adopt it when effective. In March 2016, the FASB issued ASU 2016-09, “ Improvements to Employee Share-Based Payment Accounting ” which simplified several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Public companies are required to adopt this standard in annual reporting periods beginning after December 15, 2016, and interim periods within those annual periods. The Company implemented ASU 2016-09 effective July 1, 2017, which did not have a material impact on the consolidated financial statement presentation. In February 2016, the FASB issued ASU 2016-02, “ Leases ” and issued subsequent amendments to the initial guidance contained within ASU 2017-13. This standard requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations 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 May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (ASU 2014-09) and has subsequently issued a number of amendments to ASU 2014-09. The new standard, as amended, provides a single comprehensive model to be used in the accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific guidance. The standard’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASU 2014-09 includes provisions within a five step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new standard will be effective for us beginning July 1, 2018 and permits two methods of adoption: the full retrospective method, which requires the standard to be applied to each prior period presented, or the modified retrospective method, which requires the cumulative effect of adoption to be recognized as an adjustment to opening retained earnings in the period of adoption. We will adopt the standard using the modified retrospective method. We have made substantial progress in completing our review of the impact of this guidance across our various business arrangements and revenue-related activities, and do not expect the adoption of this standard to have a material quantitative impact on our consolidated financial statements. In limited instances, we may recognize revenue earlier than under the current standard. We will continue to assess new customer contracts through 2018. The new standard will result in additional revenue-related disclosures in the footnotes to our consolidated financial statements. Adoption of this standard will require changes to our business processes, systems and controls to support the additional required disclosures. We are in the process of identifying and designing such changes to ensure our readiness. |
Marketable Securities
Marketable Securities | 9 Months Ended |
Mar. 31, 2018 | |
Marketable Securities | |
Marketable Securities | 3. Marketable Securities Immunomedics considers all of its current investments to be available-for-sale. Marketable securities at March 31, 2018 consisted of the following (in thousands): Gross Gross Amortized Unrealized Unrealized Cost Gain (Loss) Fair Value U.S. Treasury Bonds $ 14,109 $ — $ (26) $ 14,083 Certificate of Deposits 8,371 — — 8,371 U.S. Government Sponsored Agencies 10,882 — (10) 10,872 Corporate Debt Securities 8,380 — (20) 8,360 Commercial Paper 10,368 — (8) 10,360 $ 52,110 $ — $ (64) $ 52,046 Maturities of debt securities classified as available-for-sale were as follows at March 31, 2018 (in thousands): Net Carrying Fair Value Amount Due within one year $ 47,046 $ 47,286 Due after one year through five years 5,000 5,000 $ 52,046 $ 52,286 Marketable securities at June 30, 2017 consisted of the following (in thousands): Gross Gross Amortized Unrealized Unrealized Cost Gain (Loss) Fair Value U.S. Treasury Bonds $ 35,086 $ — $ (24) $ 35,062 Certificate of Deposits 15,298 — — 15,298 U.S. Government Sponsored Agencies 18,357 — (13) 18,344 Corporate Debt Securities 32,692 — (33) 32,659 Commercial Paper 10,144 1 — 10,145 $ 111,577 $ 1 $ (70) $ 111,508 Maturities of debt securities classified as available-for-sale were as follows at June 30, 2017 (in thousands): Net Carrying Fair Value Amount Due within one year $ 89,477 $ 89,728 Due after one year through five years 22,031 22,149 $ 111,508 $ 111,877 |
Debt
Debt | 9 Months Ended |
Mar. 31, 2018 | |
Debt | |
Debt | 4. Non-Recourse Debt: On January 7, 2018, the Company, entered into a funding agreement (the “Funding Agreement”) with RPI Finance Trust, a Delaware statutory trust (“RPI”). Pursuant to the Funding Agreement, the Company issued to RPI the right to receive certain royalty amounts, subject to certain reductions, based on the net sales of the antibody-drug conjugate IMMU-132 (sacituzumab govitecan) (the “Products”), for each calendar quarter during the term of the Funding Agreement (“Revenue Participation Right”), in exchange for $175.0 million in cash (the “Purchase Price”). Specifically, the royalty rate commences at 4.15 percent on net annual sales of up to $2 billion, declining step-wise based on sales tiers to 1.75 percent on net global annual sales exceeding $6 billion. In addition, after the seventh anniversary of the First Commercial Sale (as defined in the Funding Agreement) in the United States and following a change of control of the Company, the Company shall have the option (“Call Option”) to repurchase fifty percent (50%) of the Revenue Participation Right from RPI, at the net present value (calculated using a 5% discount rate) of the projected royalty payments based upon the then projected sales of the Product. On January 7, 2018, in connection with the Funding Agreement, the Company entered into a common stock purchase agreement (the “Purchase Agreement”) with RPI, pursuant to which the Company, in a private placement, issued and sold to RPI 4,373,178 shares (the “Shares”) of the Company’s Common Stock, at a price of $17.15 per share for gross proceeds to the Company of $75.0 million before deducting fees and expenses (the “Financing”). The Shares were offered, issued and sold in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), set forth under Section 4(a)(2) of the Securities Act relating to sales by an issuer not involving any public offering and in reliance on similar exemptions under applicable state laws. RPI represented that it is an accredited investor and that it acquired the Shares for investment purposes only and not with a view to any resale, distribution or other disposition of such securities in violation of the United States federal securities laws. The Company concluded that there were two units of value to account for in the transaction. The Company allocated approximately $67.8 million to the value of the common stock and additional paid-in-capital and $182.2 million to the non-recourse debt in accordance with ASC 470-10. Interest will be recognized using the effective interest method over a period of 20 years. The effective interest rate under the Funding Agreement, including issuance costs, is approximately 25.646%. During the three-month period ended March 31, 2018, the Company recorded $10.6 million in non-cash interest expense. Convertible Senior Notes: In February 2015, the Company issued $100.0 million of Convertible Senior Notes (the “Convertible Senior Notes”) (net proceeds of approximately $96.3 million after deducting the initial purchasers’ fees and offering expenses) in a private offering exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon Rule 144A under the Securities Act (the “Convertible Senior Notes”). The Convertible Senior Notes will mature on February 15, 2020, unless earlier purchased or converted. The debt issuance costs of approximately $3.7 million, primarily consisting of underwriting, legal and other professional fees, are amortized over the term of the Convertible Senior Notes. The Convertible Senior Notes are senior unsecured obligations of the Company. Interest at 4.75% is payable semiannually on February 15 and August 15 of each year. The effective interest rate on the Convertible Senior Note was 5.48% for the period from the date of issuance through March 31, 2018. The Convertible Senior Notes are convertible at the option of holders into approximately 19.6 million shares of common stock at any time prior to the close of business on the day immediately preceding the maturity date. The exchange rate will initially be 195.8336 shares of common stock per $1,000 principal amount of Convertible Senior Notes (equivalent to an initial exchange price of approximately $5.11 per share of common stock). If the Company undergoes a fundamental change (as defined in the indenture governing the Convertible Senior Notes), holders may require Immunomedics to purchase for cash all or part of the Convertible Senior Notes at a purchase price equal to 100% of the principal amount of the Convertible Senior Notes to be purchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change purchase date, subject to certain exceptions. In addition, if certain make-whole fundamental changes (as defined in the indenture governing the Convertible Senior Notes) occur, Immunomedics will, in certain circumstances, increase the exchange rate for any Convertible Note converted in connection with such make-whole fundamental change. The indenture does not limit the amount of debt which may be issued by the Company under the indenture or otherwise, does not contain any financial covenants or restrict the Company from paying dividends, selling or disposing of assets, or issuing or repurchasing its other securities, provided that such event is not deemed to be a fundamental change (as defined in the indenture governing the Convertible Senior Notes). The indenture contains customary terms and covenants and events of default. If an event of default with respect to the Convertible Senior Notes occurs, holders may, upon satisfaction of certain conditions, accelerate the principal amount of the Convertible Senior Notes plus premium, if any, and accrued and unpaid interest, if any. In addition, the principal amount of the Convertible Senior Notes plus premium, if any, and accrued and unpaid interest, if any, will automatically become due and payable in the case of certain types of bankruptcy or insolvency events of default involving the Company. On September 21, 2017, the Company entered into separate, privately negotiated exchange agreements, (the “Exchange Agreements”) with certain holders of the Convertible Senior Notes. Under the Exchange Agreements, such holders agreed to convert an aggregate $80.0 million of Convertible Senior Notes held by them. The Company initially settled each $1,000 principal amount of Convertible Senior Notes surrendered for exchange by delivering 176.2502 shares of common stock in three tranches occurring on September 19, 2017 through September 21, 2017. In total, the Company issued an aggregate 16,799,861 in the Exchange Agreements. The shares represent an aggregate of 1,133,173 shares more than the number of shares into which the exchanged Convertible Senior Notes were convertible under their original terms. As a result of the Exchange Agreements, the Company recognized a loss on induced exchanges of debt of $13.0 million representing the fair value of the incremental consideration paid to induce the holders to exchange their Convertible Senior Notes for equity (i.e., 1,133,173 Common Shares), based on the closing market price of the Company’s Common Stock on the date of the Exchange Agreements. As a result of the Exchange Agreements, the outstanding aggregate principal amount of the Convertible Senior Notes was reduced to $20.0 million. Total interest expense for the Convertible Senior Notes for the three and nine-month periods ended March 31, 2018 was $0.2 million and $1.6 million, respectively, compared to interest expense of $1.4 million and $4.1 million for the three and nine-month periods ended March 31, 2017. Included in interest expense is the amortization of debt issuance costs of $1.6 million ($1.4 million of which related to the accelerated amortization of debt issuance costs associated with the $80.0 million exchange of Convertible Senior Notes in September 2017) for the nine-months ended March 31, 2018 and less than $0.1 million for three-month periods ended March 31, 2018. Included in interest expense is the amortization of debt issuance costs of $0.2 million and $0.5 million for the three and nine-month periods ended March 31, 2017, respectively. |
Warrant Liabilities
Warrant Liabilities | 9 Months Ended |
Mar. 31, 2018 | |
Warrant Liabilities | |
Warrant Liabilities | 5. In connection with a public offering conducted during October 2016, the Company issued warrants that contain net cash settlement provisions. Additionally, in connection with a stock purchase agreement entered into with Seattle Genetics, Inc. during February 2017 (the “SGEN Warrant”), the Company issued warrants that also have similar net cash settlement provisions. Accordingly, both warrants do not meet the criteria for classifications as equity and are recorded as liabilities on the Company’s balance sheet. The Company recorded these warrants as liabilities at their fair values as calculated at their respective dates of inception. The change in the fair value of each warrant is measured, and booked as an income or expense to adjust the warrant liability on a periodic basis at the end of each fiscal quarter or upon exercise of the warrants. On July 18, 2017, and September 1, 2017, warrants to purchase 900,000 and 675,000 shares of the Company’s common stock, issued in to the October 2016 public offering were exercised, respectively. The fair value of the warrants exercised increased $2.6 million from June 30, 2017 to the respective dates of exercise, which has been recognized in the accompanying condensed consolidated statements of comprehensive loss. The $11.2 million fair value of the warrants as of the exercise dates was reclassified to Capital Contributed in Excess of Par. On December 5, 2017, and December 14, 2017, warrants to purchase 575,000 shares of the Company’s common stock issued in the October 2016 public offering and the SGEN Warrant to purchase 8,655,804 shares of the Company’s common stock issued to Seattle Genetics in the February 2017 Stock Purchase Agreement were exercised, respectively. The fair value of the aggregate warrants exercised increased $2.2 million from June 30, 2017 to the dates of exercise, which has been recognized in the accompanying condensed consolidated statements of comprehensive loss. The $41.1 million fair value of the warrants as of the exercise dates was reclassified to Capital Contributed in Excess of Par. On February 22, 2018, warrants to purchase 1,400,000 shares of the Company’s common stock issued in the October 2016 public offering were exercised. The fair value of the aggregate warrants exercised increased $10.1 million from June 30, 2017 to the date of exercise, which has been recognized in the accompanying condensed consolidated statements of comprehensive loss. The $17.8 million fair value of the warrants as of the exercise dates was reclassified to Capital Contributed in Excess of Par. The Company uses Level 2 inputs for its valuation methodology for the warrant liabilities. The estimated fair value was determined using a Black-Scholes valuation model based on various assumptions. The warrant liabilities are adjusted to reflect estimated fair value at each period end, with any changes in the fair value being recorded in changes in fair value of warrant liabilities. The estimated fair value of the warrant liabilities was approximately $70.3 million and $90.7 million, as of March 31, 2018 and June 30, 2017, respectively. The change in fair value of the warrant liabilities for the three and nine-month periods ended March 31, 2018 resulted in a gain of approximately $9.8 million and a loss of approximately $49.8 million, respectively. |
Estimated Fair Value of Financi
Estimated Fair Value of Financial Instruments | 9 Months Ended |
Mar. 31, 2018 | |
Estimated Fair Value of Financial Instruments | |
Estimated Fair Value of Financial Instruments | 6. The Company’s financial instruments consist of cash and cash equivalents, marketable securities, accounts receivable, accounts payable and accrued expenses, warrant liability 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, 2018 and June 30, 2017. 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, 2018 and June 30, 2017 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, 2018 Level 1 Level 2 Level 3 Total Money Market Funds Note (a) $ 304,589 $ — $ — $ 304,589 Marketable Securities: U.S. Treasury Bonds 14,083 — — 14,083 Certificate of Deposits 8,371 — — 8,371 U.S. Government Sponsored Agencies 10,872 — — 10,872 Corporate Debt Securities 8,360 — — 8,360 Commercial Paper 10,360 — — 10,360 Total $ 356,635 $ — $ — $ 356,635 ($ in thousands) June 30, 2017 Level 1 Level 2 Level 3 Total Money Market Funds Note (a) $ 36,776 $ — $ — $ 36,776 Marketable Securities: U.S. Treasury Bonds 35,062 — — 35,062 Certificate of Deposits 15,298 — — 15,298 U.S. Government Sponsored Agencies 18,344 — — 18,344 Corporate Debt Securities 32,659 — — 32,659 Commercial Paper 10,145 — — 10,145 Total $ 148,284 $ — $ — $ 148,284 (a) The money market funds noted above are included in cash and cash equivalents. Convertible Senior Notes The carrying amounts and estimated fair values (Level 2) of debt instruments are as follows (in thousands): As of March 31, 2018 As of June 30, 2017 Carrying Estimated Carrying Estimated Amount Fair Value Amount Fair Value Convertible Senior Notes $ 19,726 $ 57,087 $ 98,084 $ 180,950 The fair value of the Convertible Senior Notes, which differs from their carrying values, is influenced by interest rates, the Company’s stock price and stock price volatility and is determined by prices for the Convertible Senior Notes observed in market trading which are Level 2 inputs. Warrant Liabilities The Company has determined its warrant liabilities to be a Level 2 fair value measurement and used the Black Scholes valuation model to calculate the fair value as of March 31, 2018 and June 30, 2017: At the measurement dates, the Company estimated the fair value for the warrants based on Black-Scholes valuation model and using the following assumptions: March 31, June 30, June 30, 2018 2017 (1) 2017 (2) Risk-free interest rate 1.93% 1.14% 1.38% Expected remaining term 0.54 years 0.51 years 1.28 years Expected volatility 71.43% 69.34% 73.85% Dividend yield 0% 0% 0% (1) Represents the fair value assumptions for the warrants issued in connection with February 10, 2017 stock purchase agreement. (2) Represents the fair value assumptions for the warrants issued in connection with October 11, 2016 on public offering. The following table sets forth the changes in the fair value for the warrant liability during the nine-month period ended March 31, 2018 ($ in thousands): Warrants Level 2 Fair value – June 30, 2017 18,655,804 $ 90,706 Reclass of warrant liability to capital contributed in excess of par due to exercise (12,205,804) (70,150) Change in fair value — 49,775 Fair value – March 31, 2018 6,450,000 $ 70,331 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 9 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity (Deficit) | |
Stockholders' Equity (Deficit) | 7. Stockholders’ Equity (Deficit) At the June 29, 2017 Special Meeting, the Company’s stockholders approved the amendment and restatement of the Company’s Certificate of Incorporation to increase the maximum number of shares of the Company’s stock authorized up to 260,000,000 shares of stock consisting of 250,000,000 shares of common stock and 10,000,000 shares of preferred stock, (the “Charter Amendment”). Previously the Company’s Certificate of Incorporation authorized up to 165,000,000 shares of capital stock, consisting of 155,000,000 shares of common stock and 10,000,000 shares of preferred stock. Preferred Stock The Certificate of Incorporation of the Company authorizes 10,000,000 shares of preferred stock, $.01 par value per share. The preferred stock may be issued from time to time in one or more series, with such distinctive serial designations, rights and preferences as shall be determined by the Board of Directors. On May 10, 2017, the Company issued in a private placement 1,000,000 shares (the “Preferred Shares”) of the Company’s Series A-1 Convertible Preferred Stock at a price of $125 per share for gross proceeds to the Company of $125.0 million, before deducting fees and expenses. Each Preferred Share was exchanged into 23.10536 shares of common stock (or an aggregate of 23,105,348 shares of common stock). The exchange price per share of common stock was $5.41. Following the June 29, 2017 Special Meeting and filing the Charter Amendment with the State of Delaware, the Company had authorized a sufficient number of unreserved shares of common stock to permit the exchange of the Preferred Shares. On July 31, 2017, the Company filed a registration statement on Form S-3 to register for resale the 23,105,348 shares of the Company’s common stock issuable upon the exchange of the Series A-1 Convertible Preferred Stock. The Preferred Shares converted to shares of common stock on August 24, 2017. The registration statement was declared effective on September 19, 2017. Common stock On January 8, 2018, the Company announced that it had agreed to sell tiered, sales-based royalty rights on global net sales of sacituzumab govitecan to RPI Finance Trust, a Delaware statutory trust (“RPI”) for $175.0 million. Simultaneously, the Company also entered into a common stock purchase agreement with RPI pursuant to which the Company, in a private placement, issued and sold to RPI 4,373,178 shares (the “Shares”) of the Company’s Common Stock, at a price of $17.15 per share for gross proceeds to the Company of $75.0 million before deducting fees and expenses. The Shares were offered, issued and sold in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), set forth under Section 4(a)(2) of the Securities Act relating to sales by an issuer not involving any public offering and in reliance on similar exemptions under applicable state laws. RPI represented that it is an accredited investor and that it acquired the Shares for investment purposes only and not with a view to any resale, distribution or other disposition of such securities in violation of the United States federal securities laws. On December 5, 2017, Seattle Genetics exercised the Warrants they held in full to acquire 8,655,804 shares of Common Stock for an aggregate purchase price of $42.4 million. On October 11, 2016, the Company completed an underwritten public offering of 10 million shares of its common stock and accompanying warrants to purchase 10 million shares of common stock at a purchase price of $3.00 per unit, comprised of one share of common stock and one warrant. The Company received gross and net proceeds of $30.0 million and approximately $28.6 million, respectively after deducting the underwriting discounts and commissions and estimated expenses related to the offering payable. The warrants became exercisable nine months following the date of issuance, and will expire on the second anniversary of the date of issuance and have an exercise price of $3.75. On the date of issuance, the fair value of these warrants was determined to be $7.3 million and recognized as a liability. The warrants under certain situations require cash settlement by the Company. On July 18, 2017, September 1, 2017, December 14, 2017, and February 22, 2018, 900,000 , 675,000, 575,000, and 1,400,00 warrants were exercised, respectively. The fair value of the 3,550,000 exercised warrants increased $14.6 million from June 30, 2017 to the dates of exercise which has been recognized in the accompanying condensed consolidated statements of comprehensive loss. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Mar. 31, 2018 | |
Accumulated Other Comprehensive Loss | |
Accumulated Other Comprehensive Loss | 8. 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) Income Balance, July 1, 2017 $ (234) $ (69) $ (303) Other comprehensive income before reclassifications (155) — (155) Amounts reclassified from accumulated other comprehensive income (loss) — 1 1 Net current-period other comprehensive income (155) 1 (154) Balance, March 31, 2018 $ (389) $ (68) $ (457) Balance, July 1, 2016 $ (172) $ 40 $ (132) Other comprehensive income before reclassifications 59 (69) 10 Amounts reclassified from accumulated other comprehensive income — 16 16 Net current-period other comprehensive income 59 (53) 6 Balance, March 31, 2017 $ (113) $ (13) $ (126) 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, 2018 | |
Stock Incentive Plan | |
Stock Incentive Plan | 9. 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 on the first anniversary of the date of grant, provided that such Board members remain Board members on such date, and have seven year contractual terms. At March 31, 2018 there were 13,708,991 shares of common stock reserved for possible future issuance under the Plan, both currently outstanding (5,404,013 shares) and those available to be issued for future grants (8,304,978 shares). The weighted average fair value at the date of grant for options granted during the nine-month periods ended March 31, 2018 and 2017 were $7.78 and $1.85 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, 2018 is summarized as follows: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Life Value (in 000’s) Outstanding, July 1, 2017 2,893,240 $ 3.48 Granted 1,215,668 $ 12.94 Exercised 265,642 $ 3.76 Cancelled or forfeited 15,595 $ 3.40 Outstanding, March 31, 2018 4,390,145 $ 5.51 4.17 $ 35,774 Exercisable, March 31, 2018 2,377,863 $ 3.34 3.14 $ 26,807 A summary of the Company’s non-vested restricted and performance stock units at March 31, 2018, and changes during the nine-month period ended March 31, 2018 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, 2017 1,500,000 $ 2.28 Restricted Units Granted 35,366 $ 8.46 Non-vested at March 31, 2018 1,535,366 $ 2.83 The Company has 3,287,996 non-vested options, restricted stock units and performance stock units outstanding as of March 31, 2018. As of March 31, 2018, there was $19.5 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan. That cost is being recognized over a weighted-average period of 1.9 years. The Company recorded $2.7 million and $2.6 million for total stock-based compensation expense for employees, executive officers and non-employee Board members for the nine-month periods ended March 31, 2018 and 2017, respectively. During the nine-month period ended March 31, 2018 the Company awarded 35,366 restricted stock units to certain executive officers of the Company at the closing price on the grant date. The weighted average closing price on those dates was $8.46 per share. These restricted stock units will vest over a period of one to three years. As of March 31, 2018, there was $0.1 million of total unrecognized compensation costs related to the awards, excluding performance stock units. The cost is being recognized over a weighted-average period of 1.20 years. The Company recorded approximately $62 thousand and $168 thousand for stock-based compensation expense for these restricted stock units for the three and nine-month periods ended March 31, 2018, respectively. As part of the Amended and Restated Employment Agreement with Dr. Goldenberg, the Company’s former Chief Scientific Officer and Chief Patent Officer, which became effective July 1, 2015, (see Note 13), Dr. Goldenberg received a grant of 1,500,000 restricted stock units (the “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 believes that a change in control occurred on or before May 4, 2017, as defined in Dr. Goldenberg’s employment agreement, as a result of the new Board of Directors being seated. According to the terms of his employment agreement and notice of award, the Company believes that these 1.5 million restricted stock units did not vest since at the time of the change in control the actual price per share of the common stock had not achieved the specified target price required to trigger the vesting of the Restricted Stock Units. The Company understands that Dr. Goldenberg contests the Company’s interpretation of both the timing of the change in control and the vesting requirements of the Restricted Stock Units upon a change in control. The 1.5 million Restricted Stock Units are the subject of arbitration. During December 2017, we issued 151,678 non-qualified stock options to our Chief Executive Officer (CEO) with a grant date fair value of $1.0 million that are subject to vesting only upon the market price of our underlying public stock closing above a certain price target within four years of the date of grant. These non-qualified stock options with market related vesting conditions were valued using a During December 2017, we issued 168,461 non-qualified stock options to our CEO with a grant date fair value of $1.1 million that are subject to vesting only upon the market price of our underlying public stock closing above a certain price target within four years of the date of grant. These non-qualified stock options with market related vesting conditions were valued using a Monte Carlo simulation model. Share-based compensation expense is recognized regardless of the number of awards that are earned based on the market condition and is recognized on a straight-line basis over the service period of four years. In the event that the Company’s underlying public stock achieves the target price of $35.58 per share or higher for the prior 15 day consecutive trading days, any remaining unamortized compensation cost will be recognized. |
Geographic Segments
Geographic Segments | 9 Months Ended |
Mar. 31, 2018 | |
Geographic Segments | |
Geographic Segments | 10. Immunomedics manages its operations as one line of business of researching, developing, manufacturing and marketing biopharmaceutical products, particularly antibody-based products for cancer and other serious diseases, and it currently reports as a single industry segment. Immunomedics conducts its research and development activities primarily in the United States. Immunomedics marketed and sold LeukoScan ® throughout Europe and in certain other countries outside the United States through February 2018; at which the Company discontinued these sales. The following table presents financial information based on the geographic location of the facilities of Immunomedics as of and for the three and nine-months ended March 31, 2018 and 2017, respectively ($ in thousands): As of March 31, 2018 As of June 30, 2017 Total assets: United States $ 377,791 $ 161,484 Europe 2,097 1,089 Total $ 379,888 $ 162,573 As of March 31, 2018 As of June 30, 2017 Property and equipment, net: United States $ 10,590 $ 5,166 Europe 79 79 Total $ 10,669 $ 5,245 For the three months ended March 31, 2018 2018 2017 Revenues: United States $ 32 $ 401 Europe 450 922 Total $ 482 $ 1,323 (Loss) income before taxes: United States $ (35,600) $ (59,378) Europe 42 58 Total $ (35,558) $ (59,320) For the nine months ended March 31, 2017 2018 2017 Revenues: United States $ 269 $ 613 Europe 1,501 1,836 Total $ 1,770 $ 2,449 (Loss) income before taxes: United States $ (156,937) $ (99,812) Europe 89 (185) Total $ (156,848) $ (99,997) |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions | |
Related Party Transactions | 11 . Related Party Transactions Certain of the Company’s affiliates, including members of its senior management and Board, 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 certain companies, with which the Company does business, including the Center for Molecular Medicine and Immunology (“CMMI”), which has ceased operations, and IBC Pharmaceuticals, Inc ., a majority-owned subsidiary. The Company incurred no legal expenses on behalf of CMMI for patent related matters in the three-month period ended March 31, 2018 and $3 thousand of legal expenses for the nine-month period ended March 31, 2018. The Company incurred no legal expenses on behalf of CMMI for patent related matters in the three-month period ended March 31, 2017 and $4 thousand of legal expenses for the nine-month period ended March 31, 2017. The Company has first rights to license those patents, and may decide whether or not to support them. On January 8, 2018 Morris Rosenberg joined the Company as Chief Technology Officer and became a fulltime employee. Between May 5, 2017 and January 7, 2018 Mr. Rosenberg was engaged by the Company as an independent consultant pursuant to a consulting agreement between the Company and Mr. Rosenberg’s consulting company, MRosenberg BioPharma Consulting LLC. The Company paid MRosenberg BioPharma Consulting LLC $555,099 during this time. From January 8, 2018 through March 31, 2018, the Company paid MRosenberg BioPharma $517,034 for services agreed upon prior to Mr. Rosenberg becoming a fulltime employee. As part of his employment contract, Mr. Rosenberg is permitted to continue to provide certain limited outside consulting services through MRosenberg BioPharma Consulting LLC based on certain restrictions outlined in the contract. Additionally, during his employment period, except with the prior written consent of the Board, Mr. Rosenberg is not permitted to enter into any contract, agreement or other transaction arrangement to provide goods and or services to the Company through MRosenberg BioPharma Consulting LLC. |
Collaboration Agreement
Collaboration Agreement | 9 Months Ended |
Mar. 31, 2018 | |
Collaboration Agreement | |
Collaboration Agreement | 12. The Bayer Group (formerly Algeta ASA) In fiscal 2013 the Company entered into a collaboration agreement, referred to herein as the Collaboration Agreement, with Algeta ASA (subsequently acquired by The Bayer Group “Bayer”), for the development of epratuzumab to be conjugated with Algeta’s proprietary thorium-227 alpha-pharmaceutical payload. Under the terms of the Collaboration Agreement, the Company manufactured and supplied clinical-grade epratuzumab to Bayer, which has rights to evaluate the potential of a Targeted Thorium Conjugate (TTC), linking thorium-227 to epratuzumab, for the treatment of patients with cancer. Bayer has the right to terminate the Collaboration Agreement with three months prior written notice, subject to certain provisions. Bayer will fund all non-clinical and clinical development costs up to the end of Phase 1 clinical testing. Upon successful completion of Phase 1 testing, the parties shall negotiate terms for a license agreement at Bayer’s request. The Company and Bayer have agreed to certain parameters in the Collaboration Agreement. Under the terms of the Collaboration Agreement, as amended, Immunomedics received an upfront cash payment and other payments aggregating $6.0 million, which have been recognized in prior periods upon the Company fulfilling its obligations under the Collaboration Agreement. In January 2017, the Company recorded revenue of $0.3 million representing an anniversary payment under the agreement. This agreement has been extended to December 30, 2018 and, as amended, provides for the Company to receive a similar anniversary payment of $0.3 million, which was received in April 2018. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies | |
Commitments and Contingencies | 13. Employment Contracts Dr. David M. Goldenberg Effective July 1, 2015, the Company entered into the Amended and Restated Employment Agreement with Dr. Goldenberg pertaining to Dr. Goldenberg’s service to the Company as the Company’s Chairman of the Board, Chief Scientific Officer and Chief Patent Officer (the “Amended and Restated Goldenberg Agreement”). The Amended and Restated Goldenberg Agreement was to continue until July 1, 2020. On November 2, 2017, a stipulation and agreement of settlement, compromise, and release (the “Settlement Agreement”) (see below) was entered into between Dr. Goldenberg and other parties as described below. Effective immediately upon execution of the Settlement Agreement, Dr. Goldenberg resigned from all officer and other positions of the Company and all director, officer and other positions at any of the Company’s affiliates (other than Dr. Goldenberg’s position as a member of the board The Parties to the Settlement Agreement, have agreed to arbitrate these disputes. The Company has agreed to pay the arbitrator in full for such arbitration, as well as reasonable attorneys’ fees and expenses incurred by Dr. Goldenberg and Ms. Sullivan in connection with any such arbitration, up to a maximum amount of $650,000 combined. As of March 31, 2018, $106,053 of expenses have been incurred regarding such arbitration. Under the Settlement Agreement Dr. Goldenberg is eligible to receive royalty payments on royalties received by the Company. For each fiscal year the Company shall pay Dr. Goldenberg a sum equal to a percentage of the annual royalties the Company receives on each of the products for which Dr. Goldenberg is an Inventor, and all products using, related to or derived from products for which Dr. Goldenberg is an Inventor. The percentage of royalties that the Company will pay to Dr. Goldenberg on each patented product will be determined based on the percentage of royalties that the Company must pay to external third parties, and payments are to continue for the life of the patent, as defined in the Amended and Restated Goldenberg Agreement. In the event the Company completes a disposition of the Company’s undeveloped assets for which Dr. Goldenberg was an Inventor, the Company will pay Dr. Goldenberg a sum equal to at least twenty percent or more of the consideration the Company receives from each disposition. The Company’s obligation to compensate Dr. Goldenberg upon dispositions of undeveloped assets applies to all dispositions of such assets completed within the contract term or within three years thereafter, even if the Company actually receives the consideration at some time after the three (3) year period elapses. For the 2017 and 2016 fiscal years, Dr. Goldenberg received the minimum payment under the Amended and Restated Goldenberg Agreement. Dr. Goldenberg also is compensated by IBC Pharmaceuticals as discussed in greater detail below. Cynthia L. Sullivan Effective July 1, 2014, the Company entered into the Fifth Amended and Restated Employment Agreement with Cynthia L. Sullivan pertaining to Ms. Sullivan’s service to the Company as the Company’s President and Chief Executive Officer (the “Amended Sullivan Agreement”). The Amended Sullivan Agreement expired in accordance with its terms on July 1, 2017. On November 2, 2017, the Settlement Agreement was entered into (see below) by Ms. Sullivan and other parties. Immediately upon the execution of the Settlement Agreement, Ms. Sullivan resigned from her position as a director of the Company and to resign from all office and director positions with any of the Company’s affiliates, effective as of the date of the Settlement Agreement. The Settlement Agreement provides that Ms. Sullivan will abide by all post-termination covenants and obligations contemplated by the Amended Sullivan Agreement. In exchange for a release of claims as required by the Amended Sullivan Agreement and subject to compliance with the terms of the Settlement Agreement, Ms. Sullivan will be entitled to (i) termination payments in accordance with the Amended Sullivan Agreement for a termination without Good Cause after a Change in Control, (ii) accelerated vesting or extension of the exercise period for equity awards already earned, pursuant to the Amended Sullivan Agreement, and (iii) COBRA payments. The foregoing cash payments, which the Company has paid pursuant to the terms of the Settlement Agreement, accumulated to approximately $3.1 million. Additionally, certain restricted stock units and performance stock units that accelerated or otherwise became vested as set forth in the Settlement Agreement were settled in accordance with the terms of applicable award agreements. In addition to this amount, an additional cash payment of $0.9 million is in dispute. The Parties to the Settlement Agreement have agreed to arbitrate this dispute. The Company has agreed to pay in full the arbitrator in such arbitration as well as reasonable attorneys’ fees and expenses incurred by Dr. Goldenberg and Ms. Sullivan in connection with any such arbitration, up to a maximum amount of $650,000 combined. As of March 31, 2018, $106,053 of expenses have been incurred regarding such arbitration. Change of Control Agreements Certain employees have Change of Control Agreements, whereby if a majority of a new board of directors is constituted by newly elected board members not endorsed by the Company’s current Board of Directors, and if, subsequent to such a change, there is a significant change in the responsibilities or employment status of these executives, then severance provisions included in their Change of Control Agreements could be triggered. These severance provisions could result in accelerated vesting of equity compensation and significant, unbudgeted, cash severance payments. Legal Matters Settlement Agreement On November 2, 2017 (the “Settlement Date”), the Company, venBio, Dr. Goldenberg, Ms. Sullivan, Mr. Markison, and Greenhill (collectively the “Parties”), entered into the Settlement Agreement. The terms and conditions of the Settlement Agreement supersede the binding settlement term sheet entered into on May 3, 2017, by and among the Company, venBio, Dr. Goldenberg, Ms. Sullivan and Mr. Markison (the “Initial Term Sheet”), and the second term sheet entered into on June 8, 2017, by and among the Company, venBio and Greenhill (the “Greenhill Term Sheet”). On February 9, 2018, the Court entered an Order approving the partial settlement memorialized in the Settlement Agreement and dismissing Dr. Goldenberg, Ms. Sullivan, Mr. Markison and Greenhill’s claims with prejudice. In the Order, the Court also granted venBio’s request for an award of attorneys’ fees and expenses in the amount of $3.4 million. The Order became final on March 12, 2018 (the “Effective Date”). Resolution of Litigation The Settlement Agreement includes (i) a mutual release of all claims that were or could have been asserted in the Federal Action or in the 225 Action (each as defined in Item 8.01 hereof) and (ii) a comprehensive release of all direct and derivative claims that have been or could be asserted by or on behalf of (a) venBio or the Company, whether known or unknown, against Greenhill, Dr. Goldenberg, Ms. Sullivan and Mr. Markison and their affiliates and related persons, (b) Dr. Goldenberg, Ms. Sullivan or Mr. Markison, whether known or unknown, against venBio or the Company and their affiliates and related persons, and (c) Greenhill, whether known or unknown, against venBio, the Company, Dr. Goldenberg, Ms. Sullivan and Mr. Markison and their affiliates and related persons, relating to the Company’s private placement of $125.0 million of Series A-1 Convertible Preferred Stock, the 2016 Annual Meeting (defined below), the proxy contest waged by venBio in advance of the 2016 Annual Meeting, the engagement of Greenhill, the settlement of the venBio Action, the licensing transaction with Seattle Genetics, Inc. (“Seattle Genetics”), and the Termination Agreement, dated May 4, 2017, between the Company and Seattle Genetics. (the “venBio Action Released Claims”). The release of the venBio Action Released Claims became effective upon the Effective Date. The Settlement Agreement contemplates that the venBio Action will remain stayed and that the Company and venBio will submit the claims that remain pending against the remaining individual defendants (former directors Robert Forrester, Jason Aryeh, Geoff Cox and Bob Oliver) to non-binding mediation. The Company agreed to reimburse venBio for reasonable fees and expenses it incurred in connection with the proxy contest between venBio and the Company, the venBio Action, the 225 Action, and the Federal Action, and had reimbursed venBio in Fiscal 2017 approximately $4.9 million for fees and expenses incurred in connection with the Federal Action, the 225 Action, the venBio Action and the proxy contest. Indemnification The Settlement Agreement provides that the Company will, to the extent not covered by the Company’s insurance policies, (i) indemnify Dr. Goldenberg, Ms. Sullivan and Mr. Markison from attorneys’ fees and expenses or other losses in connection with the Actions, and (ii) reimburse and indemnify Dr. Goldenberg and Ms. Sullivan for legal fees for actions taken with respect to the Actions and negotiation of the Settlement Agreement. As of the Effective Date, the indemnification agreements entered into between the Company and each of Dr. Goldenberg, Ms. Sullivan and Mr. Markison on or about February 9, 2017 were terminated. Intellectual Property Assignments Pursuant to the Settlement Agreement, Dr. Goldenberg and Ms. Sullivan have assigned all global intellectual property rights, other than express rights to royalties pursuant to existing agreements with the Company and Dr. Goldenberg’s patent and related intellectual property relating to cyber space medicine, to the Company, and have agreed to perform all acts reasonably requested by the Company to perfect title in and to all such assigned intellectual property. Sullivan Resignation Pursuant to the Settlement Agreement, on the Settlement Date, Ms. Sullivan resigned from all director, officer and other positions of the Company and any of its affiliates. The Settlement Agreement provides that Ms. Sullivan will abide by all post-termination covenants and obligations contemplated by her employment agreement with the Company (the “Sullivan Agreement”). In exchange for a release of claims as required by the Sullivan Agreement and subject to compliance with the terms of the Settlement Agreement, Ms. Sullivan is entitled to (i) termination payments in accordance with the Sullivan Agreement for a termination without Cause after a Change in Control, (ii) accelerated vesting or extension of the exercise period for equity awards already earned, pursuant to the Sullivan Agreement, and (iii) COBRA payments. The foregoing cash payments which the Company has paid accumulated to approximately $3.1 million. An additional cash payment of $0.9 million is in dispute and will be addressed in arbitration. The Company has agreed to pay in full the arbitrator in such arbitration as well as reasonable attorneys’ fees and expenses incurred by Dr. Goldenberg and Ms. Sullivan in connection with any such arbitration, up to a maximum amount of $650,000 combined. As of March 31, 2018, $106,053 of expenses have been incurred regarding such arbitration. Goldenberg Resignation Pursuant to the Settlement Agreement, on the Settlement Date, Dr. Goldenberg resigned from all officer and other positions of the Company and all director, officer and other positions at any of the Company’s affiliates (other than Dr. Goldenberg’s position as a member of the board of directors of IBC Pharmaceuticals, the Company’s majority owned U.S. subsidiary), but will remain a director of the Company until his successor is elected and qualified or until his earlier resignation or removal. The Settlement Agreement provides that Dr. Goldenberg will abide by all post-termination covenants and obligations contemplated by the Goldenberg Agreement. In exchange for a release of claims as required by the Goldenberg Agreement and subject to compliance with the terms of the Settlement Agreement, Dr. Goldenberg is entitled to (i) termination payments in accordance with the Goldenberg Agreement for a termination without Cause after a Change in Control, (ii) accelerated vesting or extension of exercise period for equity awards already earned, pursuant to the Goldenberg Agreement, (iii) COBRA and other welfare payments, and (iv) royalties or payment in accordance with existing agreements. The foregoing cash payments, which the Company has paid pursuant to the terms of the Settlement Agreement, accumulated to approximately $2.4 million. In addition to these amounts an additional cash payment of approximately $1.8 million is in dispute. Additionally, the vesting of the grant of 1,500,000 Restricted Stock Units to Dr. Goldenberg under the terms of the Amended and Restated Goldenberg Agreement, is also in dispute. Arbitration of Disputed Matters The Company, Dr. Goldenberg and Ms. Sullivan have agreed to arbitrate disputes relating to Dr. Goldenberg’s claimed entitlement to certain equity awards and severance payments, and Dr. Goldenberg’s and Ms. Sullivan’s claimed rights to certain bonus payments. The Company has agreed to pay in full the arbitrator in such arbitration as well as reasonable attorneys’ fees and expenses incurred by Dr. Goldenberg and/or Ms. Sullivan in connection with any such arbitration, up to a cap of $650,000. Termination of Greenhill Engagement Upon the Effective Date, the two engagement letters between Greenhill and the Company (the “Greenhill Agreements”) were terminated. The Settlement Agreement provides further that Greenhill has agreed to forgo and not seek any and all fees, expenses or indemnification from the Company, except that the Company shall reimburse Greenhill up to $200,000 for reasonable and documented expenses incurred in connection with Greenhill providing services to the Company pursuant to the Greenhill Agreements, including expenses incurred in connection with the venBio Action. In addition, 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., seeking lost profits, unjust enrichment damages and compensatory damages resulting from the infringement of its patents. The second amended complaint alleges that RWMC and Dr. Junghans breached a Material Transfer Agreement (“MTA”) through which it provided to them a monoclonal antibody known as MN-14 and related materials. Defendants are alleged to have breached the MTA and to have been negligent by, among other things, using the materials beyond the agreed-upon Research Project, sharing confidential information, failing to provide Immunomedics with a right of first refusal, failing to notify Immunomedics of intended publications prior to publishing, and refusing to return the materials upon request. Immunomedics also asserts defendants: claims of conversion, tortious interference, unjust enrichment, and infringement of three patents owned by Immunomedics. On January 28, 2016, defendants filed an Answer to the Second Amended Complaint. On October 12, 2016, Immunomedics filed a Third Amended Complaint, and further added as defendants Sorrento Therapeutics, Inc. and its subsidiaries TNK Therapeutics, Inc., BDL Products, Inc., and CARgenix Holdings, LLC. Defendants Junghans, Katz, and RWMC subsequently moved to dismiss for failure to state a claim on November 14, 2016, but this motion was denied on January 4, 2017. On December 2, 2016, Sorrento, TNK, BDL, and CARgenix moved to dismiss for lack of personal jurisdiction over them in New Jersey. The court granted this motion on January 25, 2017. On January 20, 2017, the court held a Markman hearing to construe the claims in the patents in suit. On February 28, 2017, the court issued an opinion and order finding, inter alia, that the term “effective amount” in the patents in suit is not indefinite and should be given its plain and order meaning, as proposed by Immunomedics, of “an amount capable of producing the claim result.” On May 11, 2017, the court entered an order referring the matter to mediation and designating Garrett E. Brown, Jr. (ret.) as the mediator. The mediation did not result in a settlement. Discovery in this case is ongoing and no trial date has been set. Stockholder complaints: Class Action Stockholder Federal Securities Cases Two purported class action cases were filed in the United States District Court for the District of New Jersey; namely, Fergus v. Immunomedics, Inc., et al., No. 2:16-cv-03335, filed June 9, 2016; and Becker v. Immunomedics, Inc., et al., No. 2:16-cv-03374, filed June 10, 2016. These cases arise from the same alleged facts and circumstances, and seek class certification on behalf of purchasers of our common stock between April 20, 2016 and June 2, 2016 (with respect to the Fergus matter) and between April 20, 2016 and June 3, 2016 (with respect to the Becker matter). These cases concern the Company’s statements in press releases, investor conference calls, and SEC filings beginning in April 2016 that the Company would present updated information regarding its IMMU-132 breast cancer drug at the 2016 American Society of Clinical Oncology (“ASCO”) conference in Chicago, Illinois. The complaints allege that these statements were false and misleading in light of June 2, 2016 reports that ASCO had cancelled the presentation because it contained previously reported information. The complaints further allege that these statements resulted in artificially inflated prices for our common stock, and that the Company and certain of its officers are thus liable under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. An order of voluntarily dismissal without prejudice was entered on November 10, 2016 in the Becker matter. An order granting motion to consolidate cases, appoint lead plaintiff, and approve lead and liaison counsel was entered on February 7, 2017 in the Fergus matter. A consolidated complaint was filed on October 4, 2017. The Company filed a motion to dismiss the consolidated complaint on January 26, 2018. Stockholder Derivative Action in the Superior Court of New Jersey On October 3, 2016, plaintiff commenced an action captioned Rosenfeld v. Goldenberg, et al., No. L-2200-16, alleging the same underlying facts and circumstances as in the pending federal securities class action, the Fergus matter. Specifically, this action concerns the Company’s statements in press releases, investor conference calls, and SEC filings beginning in April 2016 that the Company would present updated information regarding its IMMU-132 breast cancer drug at the 2016 ASCO conference in Chicago, Illinois. The complaint alleges that these statements were false and misleading in light of the June 2, 2016 reports that ASCO had cancelled the presentation because it contained previously reported information. The complaint further alleges that these statements resulted in artificially inflated prices for our common stock, and that certain directors and officers of the Company breached their fiduciary duties to the Company. In addition to monetary damages, the complaint seeks to require the Company to reform its corporate governance and internal procedures. Service was effectuated on all defendants on April 7, 2017. Defendants moved to dismiss the complaint on June 19, 2017. In lieu of responding, an amended complaint was filed on October 13, 2017. John Neff was substituted for plaintiff Seymour Rosenfeld in the amended complaint. The Company filed a motion to dismiss the amended complaint on December 4, 2017 and the Court granted the motion to dismiss by order dated March 29, 2018. The plaintiff has 45 days to appeal. Stockholder Claim in the Court of Chancery of the State of Delaware On February 13, 2017, venBio commenced an action captioned venBio Select Advisor LLC v. Goldenberg, et al. , C.A. No. 2017-0108-VCL (Del. Ch.) (the “venBio Action”), alleging that Company’s Board breached their fiduciary duties when the Board (i) amended the Company’s Amended and Restated By-laws (the “By-Laws”) to call for a plurality voting regime for the election of directors instead of majority voting, and providing for mandatory advancement of attorneys’ fees and costs for the Company’s directors and officers, (ii) rescheduled the Company’s 2016 Annual Meeting of Stockholders (the “2016 Annual Meeting”) from December 14, 2016 to February 16, 2017, and then again to March 3, 2017, and (iii) agreed to the proposed Licensing Transaction with Seattle Genetics. venBio also named Seattle Genetics as a defendant and sought an injunction preventing the Company from closing the licensing transaction with Seattle Genetics. On March 6, 2017, venBio amended its complaint, adding further allegations. The Court of Chancery entered a temporary restraining order on March 9, 2017, enjoining the closing of the Licensing Transaction. venBio amended its complaint a second time on April 19, 2017, this time adding Greenhill & Co. Inc. and Greenhill & Co. LLC (together “Greenhill”), the Company’s financial advisor on the Licensing Transaction, as an additional defendant. On May 3, 2017, venBio and the Company and individual defendants Dr. Goldenberg, Ms. Sullivan and Mr. Brian Markison, a director of the Company (collectively, the “Individual Defendants”) entered into the Initial Term Sheet. On June 8, 2017, venBio, the Company and Greenhill entered into the Greenhill Term Sheet. Pursuant to the Settlement Agreement, if the Court of Chancery approves the settlement, all claims that were asserted by venBio against the Individual Defendants or Greenhill in the venBio Action will be released. The claims asserted against the remaining individual defendants (former directors Robert Forrester, Jason Aryeh, Geoff Cox and Bob Oliver) will remain stayed pending non-binding mediation. Mediation is scheduled for May 24, 2018. 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 Accoun19
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2018 | |
Summary of Significant Accounting Policies | |
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. |
Reclassifications | Reclassifications Certain amounts presented on the Company’s prior year consolidated balance sheet have been reclassified to conform to current period classification. |
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 Marketable securities, all of which are available-for-sale, consist 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 of the raw materials, work-in-process and finished product of LeukoScan ® , is stated at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The Company will capitalize inventory costs associated with the Company’s product candidate, sacituzumab govitecan, after regulatory approval when, based on management’s judgment, future commercialization is considered probable and the future economic benefit is expected to be realized; otherwise, such costs are expensed as research and development. In addition, the Company’s product is subject to strict quality control and monitoring which the Company performs throughout the manufacturing process. If certain batches or units of product no longer meet quality specification or become obsolete due to expiration, the Company records a charge to cost of sales sold to write down such unmarketable inventory to zero. In order to focus on its ADC business, the Company discontinued the sale of LeukoScan ® during February 2018. All inventory was sold through as of March 31, 2018. |
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 the institutions. Research and development costs include salaries and benefits, costs associated with producing biopharmaceutical compounds, laboratory supplies, the costs of conducting clinical trials, and facilities costs. In addition, the Company uses clinical research organizations (CRO) and contract manufacturing operations (CMO) to outsource portions of our research and development activities. Advances paid to CROs are capitalized as prepaids until services are performed and total $3.2 million and $25 thousand at March 31, 2018 and June 30, 2017, respectively. Similarly, advances paid to CMOs for purchases of raw materials are capitalized to other current assets and are expensed as research and development expenses. Amounts capitalized to other current assets related to CMOs at March 31, 2018 and June 30, 2017 were $5.1 million and $0, respectively. |
Reimbursement of Research and 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 option pricing formula for determining the grant-date fair value of such awards. The fair value of option awards that vest based on achievement of certain market conditions are determined using a Monte Carlo simulation technique. The expected term of the option is based upon the contractual term and expected employee exercise and expected post-vesting employment termination behavior. The expected volatility of the price of the underlying stock is based upon the historical volatility of the Company’s stock computed over a period of time equal to the expected term of the option. The risk free interest rate is based upon the implied yields currently available from the 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, 2018 and 2017: Nine Months Ended March 31, 2018 2017 Expected dividend yield 0% 0% Expected option term (years) 3.46 years 5.05 years Expected stock price volatility 50% 63% Risk-free interest rate 1.72% - 2.63% 1.16% - 2.15% The following table sets forth weighted average assumptions used to calculate the fair value of options that vest based upon achievement of certain market conditions for the nine-month period ended March 31, 2018. There were no awards that vest based upon achievement of certain market conditions for the nine-month period ended March 31, 2017. Nine Months Ended March 31, 2018 2017 Expected option term (years) 2.10 0 Expected stock price volatility 74% 0% Risk-free interest rate 1.93% 0.00% 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. |
Common Stock Warrants | Common Stock Warrants In connection with certain financing transactions in October 2016 and February 2017, the Company issued warrants and recorded them as liabilities due to certain net cash settlement provisions. The warrants were recorded at fair value using the Black-Scholes valuation model. The Black-Scholes valuation model takes into account, as of the valuation date, factors including the current exercise price, the term of the warrant, the current price of the underlying stock and its expected volatility, expected dividends on the stock, and the risk-free interest rate for the term of the warrant. These warrants are subject to re-measurement at each balance sheet date until the warrants are exercised or expired, and any change in fair value is recognized as “change in the fair value of warrant liability” in the consolidated statements of operations. |
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, 2018. At June 30, 2017, the Company has available net operating loss carry forwards for federal income tax reporting purposes of approximately $371.1 million and for state income tax reporting purposes of approximately $186.0 million, which expire at various dates between fiscal 2018 and 2037. 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 and foreign jurisdictions reported a net loss for the three-month periods ended March 31, 2018 and 2017, resulting in a tax benefit that was fully offset by a valuation allowance. The Company has no liability for uncertain tax positions as of March 31, 2018. The Tax Cuts and Jobs Act (the “Act”) was signed into law on December 22, 2017. Among its numerous changes to the Internal Revenue Code, the Act reduces U.S. corporate rates from 35% to 21%. Additionally, the Act limits the use of net operating loss carry backs, however any future net operating losses will instead be carried forward indefinitely. Only 80% of current income will be able to be offset with a net operating loss carryforward, with the remainder of the net operating loss continuing to carry forward. Based on an initial assessment of the Act, the Company believes that the most significant impact on the Company’s consolidated financial statements will be reduction of deferred tax assets related to net operating losses and research and development tax credits. Such reduction is expected to be largely offset by changes to the Company’s valuation allowance. |
Net Loss Per Share Allocable to Common Stockholders | Net Loss Per Share Allocable to Common Stockholders Net loss per basic and diluted common share allocable to common stockholders is based on the net loss for the relevant period, divided by the weighted-average number of common shares outstanding during the period. For purposes of the diluted net loss per common share calculations, the exercise or exchange of all potential common shares is not included because their effect would have been anti-dilutive, due to the net loss recorded for the three and nine-month periods ended March 31, 2018 and 2017. |
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 2018, the FASB issued ASU 2018-05, “ Income Taxes ”, guidance which addresses the recognition of taxes payable or refundable for the current year and the recognition of deferred tax liabilities and deferred tax assets for the future tax consequences of events that have been recognized in an entity’s financial statements or tax returns, the accounting for income taxes upon a change in tax laws or tax rates, and the income tax accounting effect of a change in tax laws or tax rates. The Company is currently assessing ASU 2018-05’s impact. In May 2017, the FASB issued ASU 2017-09, “ Stock Compensation - Scope of Modification Accounting ”, guidance that clarifies that all changes to share-based payment awards are not necessarily accounted for as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award changes as a result of the change in terms or conditions. The amendments in this guidance should be applied prospectively in annual periods beginning after December 15, 2017, including interim periods within those periods, with early adoption permitted. This guidance will apply to any future modifications. The Company is assessing ASU 2017-09’s impact and if applicable, will adopt it when effective. In August 2016, the FASB issued ASU 2016-15, “ Statement of Cash Flows: Clarification of Certain Cash Receipts and Cash Payments ”, which eliminates the diversity in practice related to the classification of certain cash receipts and payments in the statement of cash flows, by adding or clarifying guidance on eight specific cash flow issues. ASU 2016-15 is effective for annual and interim reporting periods beginning after December 15, 2017 and early adoption is permitted. ASU 2016-15 provides for retrospective application for all periods presented. The Company is assessing the impact of ASU 2016-15 and will adopt it when effective. In March 2016, the FASB issued ASU 2016-09, “ Improvements to Employee Share-Based Payment Accounting ” which simplified several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Public companies are required to adopt this standard in annual reporting periods beginning after December 15, 2016, and interim periods within those annual periods. The Company implemented ASU 2016-09 effective July 1, 2017, which did not have a material impact on the consolidated financial statement presentation. In February 2016, the FASB issued ASU 2016-02, “ Leases ” and issued subsequent amendments to the initial guidance contained within ASU 2017-13. This standard requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations 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 May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (ASU 2014-09) and has subsequently issued a number of amendments to ASU 2014-09. The new standard, as amended, provides a single comprehensive model to be used in the accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific guidance. The standard’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASU 2014-09 includes provisions within a five step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new standard will be effective for us beginning July 1, 2018 and permits two methods of adoption: the full retrospective method, which requires the standard to be applied to each prior period presented, or the modified retrospective method, which requires the cumulative effect of adoption to be recognized as an adjustment to opening retained earnings in the period of adoption. We will adopt the standard using the modified retrospective method. We have made substantial progress in completing our review of the impact of this guidance across our various business arrangements and revenue-related activities, and do not expect the adoption of this standard to have a material quantitative impact on our consolidated financial statements. In limited instances, we may recognize revenue earlier than under the current standard. We will continue to assess new customer contracts through 2018. The new standard will result in additional revenue-related disclosures in the footnotes to our consolidated financial statements. Adoption of this standard will require changes to our business processes, systems and controls to support the additional required disclosures. We are in the process of identifying and designing such changes to ensure our readiness. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Schedule of Options Weighted-Average Assumptions | Nine Months Ended March 31, 2018 2017 Expected dividend yield 0% 0% Expected option term (years) 3.46 years 5.05 years Expected stock price volatility 50% 63% Risk-free interest rate 1.72% - 2.63% 1.16% - 2.15% |
Vested based on achievement of certain market condition | |
Schedule of Options Weighted-Average Assumptions | Nine Months Ended March 31, 2018 2017 Expected option term (years) 2.10 0 Expected stock price volatility 74% 0% Risk-free interest rate 1.93% 0.00% |
Marketable Securities (Tables)
Marketable Securities (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Marketable Securities | |
Components of Marketable Securities | Marketable securities at March 31, 2018 consisted of the following (in thousands): Gross Gross Amortized Unrealized Unrealized Cost Gain (Loss) Fair Value U.S. Treasury Bonds $ 14,109 $ — $ (26) $ 14,083 Certificate of Deposits 8,371 — — 8,371 U.S. Government Sponsored Agencies 10,882 — (10) 10,872 Corporate Debt Securities 8,380 — (20) 8,360 Commercial Paper 10,368 — (8) 10,360 $ 52,110 $ — $ (64) $ 52,046 Marketable securities at June 30, 2017 consisted of the following (in thousands): Gross Gross Amortized Unrealized Unrealized Cost Gain (Loss) Fair Value U.S. Treasury Bonds $ 35,086 $ — $ (24) $ 35,062 Certificate of Deposits 15,298 — — 15,298 U.S. Government Sponsored Agencies 18,357 — (13) 18,344 Corporate Debt Securities 32,692 — (33) 32,659 Commercial Paper 10,144 1 — 10,145 $ 111,577 $ 1 $ (70) $ 111,508 |
Maturities of Debt Securities Classified as Available-for-Sale | Maturities of debt securities classified as available-for-sale were as follows at March 31, 2018 (in thousands): Net Carrying Fair Value Amount Due within one year $ 47,046 $ 47,286 Due after one year through five years 5,000 5,000 $ 52,046 $ 52,286 Maturities of debt securities classified as available-for-sale were as follows at June 30, 2017 (in thousands): Net Carrying Fair Value Amount Due within one year $ 89,477 $ 89,728 Due after one year through five years 22,031 22,149 $ 111,508 $ 111,877 |
Estimated Fair Value of Finan22
Estimated Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Estimated Fair Value of Financial Instruments | |
Financial Instruments Recorded on Condensed Consolidated Balance Sheets | Cash equivalents and marketable securities: ($ in thousands) March 31, 2018 Level 1 Level 2 Level 3 Total Money Market Funds Note (a) $ 304,589 $ — $ — $ 304,589 Marketable Securities: U.S. Treasury Bonds 14,083 — — 14,083 Certificate of Deposits 8,371 — — 8,371 U.S. Government Sponsored Agencies 10,872 — — 10,872 Corporate Debt Securities 8,360 — — 8,360 Commercial Paper 10,360 — — 10,360 Total $ 356,635 $ — $ — $ 356,635 ($ in thousands) June 30, 2017 Level 1 Level 2 Level 3 Total Money Market Funds Note (a) $ 36,776 $ — $ — $ 36,776 Marketable Securities: U.S. Treasury Bonds 35,062 — — 35,062 Certificate of Deposits 15,298 — — 15,298 U.S. Government Sponsored Agencies 18,344 — — 18,344 Corporate Debt Securities 32,659 — — 32,659 Commercial Paper 10,145 — — 10,145 Total $ 148,284 $ — $ — $ 148,284 (a) The money market funds noted above are included in cash and cash equivalents. |
Schedule of Carrying Amounts and Estimated Fair Values (Level 2) of Debt Instruments | The carrying amounts and estimated fair values (Level 2) of debt instruments are as follows (in thousands): As of March 31, 2018 As of June 30, 2017 Carrying Estimated Carrying Estimated Amount Fair Value Amount Fair Value Convertible Senior Notes $ 19,726 $ 57,087 $ 98,084 $ 180,950 |
Schedule of assumptions used in estimating fair value of the warrant liability | March 31, June 30, June 30, 2018 2017 (1) 2017 (2) Risk-free interest rate 1.93% 1.14% 1.38% Expected remaining term 0.54 years 0.51 years 1.28 years Expected volatility 71.43% 69.34% 73.85% Dividend yield 0% 0% 0% (1) Represents the fair value assumptions for the warrants issued in connection with February 10, 2017 stock purchase agreement. (2) Represents the fair value assumptions for the warrants issued in connection with October 11, 2016 on public offering. |
Schedule of warrant liability | The following table sets forth the changes in the fair value for the warrant liability during the nine-month period ended March 31, 2018 ($ in thousands): Warrants Level 2 Fair value – June 30, 2017 18,655,804 $ 90,706 Reclass of warrant liability to capital contributed in excess of par due to exercise (12,205,804) (70,150) Change in fair value — 49,775 Fair value – March 31, 2018 6,450,000 $ 70,331 |
Accumulated Other Comprehensi23
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Accumulated Other Comprehensive Loss | |
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) Income Balance, July 1, 2017 $ (234) $ (69) $ (303) Other comprehensive income before reclassifications (155) — (155) Amounts reclassified from accumulated other comprehensive income (loss) — 1 1 Net current-period other comprehensive income (155) 1 (154) Balance, March 31, 2018 $ (389) $ (68) $ (457) Balance, July 1, 2016 $ (172) $ 40 $ (132) Other comprehensive income before reclassifications 59 (69) 10 Amounts reclassified from accumulated other comprehensive income — 16 16 Net current-period other comprehensive income 59 (53) 6 Balance, March 31, 2017 $ (113) $ (13) $ (126) |
Stock Incentive Plan (Tables)
Stock Incentive Plan (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Stock Incentive Plan | |
Summary of options activity | Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Life Value (in 000’s) Outstanding, July 1, 2017 2,893,240 $ 3.48 Granted 1,215,668 $ 12.94 Exercised 265,642 $ 3.76 Cancelled or forfeited 15,595 $ 3.40 Outstanding, March 31, 2018 4,390,145 $ 5.51 4.17 $ 35,774 Exercisable, March 31, 2018 2,377,863 $ 3.34 3.14 $ 26,807 |
Summary of RSU and PSU activity | 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, 2017 1,500,000 $ 2.28 Restricted Units Granted 35,366 $ 8.46 Non-vested at March 31, 2018 1,535,366 $ 2.83 |
Geographic Segments (Tables)
Geographic Segments (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Geographic Segments | |
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, 2018 and 2017, respectively ($ in thousands): As of March 31, 2018 As of June 30, 2017 Total assets: United States $ 377,791 $ 161,484 Europe 2,097 1,089 Total $ 379,888 $ 162,573 As of March 31, 2018 As of June 30, 2017 Property and equipment, net: United States $ 10,590 $ 5,166 Europe 79 79 Total $ 10,669 $ 5,245 For the three months ended March 31, 2018 2018 2017 Revenues: United States $ 32 $ 401 Europe 450 922 Total $ 482 $ 1,323 (Loss) income before taxes: United States $ (35,600) $ (59,378) Europe 42 58 Total $ (35,558) $ (59,320) For the nine months ended March 31, 2017 2018 2017 Revenues: United States $ 269 $ 613 Europe 1,501 1,836 Total $ 1,770 $ 2,449 (Loss) income before taxes: United States $ (156,937) $ (99,812) Europe 89 (185) Total $ (156,848) $ (99,997) |
Business Overview and Basis o26
Business Overview and Basis of Presentation (Details) $ / shares in Units, $ in Millions | Jan. 08, 2018USD ($)$ / shares | Jan. 07, 2018USD ($)$ / shares | Oct. 11, 2016USD ($) | Mar. 31, 2018USD ($)itemsubsidiary |
Minimum number therapies received | item | 2 | |||
Number of subsidiaries | subsidiary | 2 | |||
Cash, cash equivalents and marketable securities | $ 358.8 | |||
Gross proceeds from sale of common stock | $ 30 | |||
RPI | ||||
Number of trailing days | 15 days | |||
Increase in cash due to collaborative agreements | $ 250 | |||
RPI | Minimum | ||||
Premium over the stock’s | 15.00% | |||
Funding and Purchase Agreements [Member] | RPI | ||||
Collaborative agreement purchase price | $ 175 | $ 175 | ||
Private placement | Common stock purchase agreement | RPI | ||||
Gross proceeds from sale of common stock | $ 75 | $ 75 | ||
Share Price | $ / shares | $ 17.15 | $ 17.15 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Jun. 30, 2017 | |
Significant Accounting Policies [Line Items] | ||
Highly liquid investments, original maturity period | 3 months | |
Unmarketable inventory value | $ 0 | |
Operating loss carry forwards for federal income tax | $ 371,100 | |
Operating loss carry forwards for state income tax | $ 186,000 | |
Liability for uncertain tax positions | $ 0 | |
Statutory rate | 21.00% | 35.00% |
Percentage of current income able to be offset by operating loss carryforward | 80.00% | |
Prepaid expenses | ||
Significant Accounting Policies [Line Items] | ||
Research and development cost capitalized | $ 3,200 | $ 25 |
Other current assets | ||
Significant Accounting Policies [Line Items] | ||
Research and development cost capitalized | $ 5,100 | $ 0 |
Minimum | ||
Significant Accounting Policies [Line Items] | ||
Net operating loss carry forwards expiration year | 2,018 | |
Maximum | ||
Significant Accounting Policies [Line Items] | ||
Net operating loss carry forwards expiration year | 2,037 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Schedule of Options (Details) - shares | 9 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Expected dividend yield | 0.00% | 0.00% |
Expected option term (years) | 3 years 5 months 16 days | 5 years 18 days |
Expected stock price volatility | 50.00% | 63.00% |
Risk-free interest rate, minimum | 1.72% | 1.16% |
Risk-free interest rate, maximum | 2.63% | 2.15% |
Vested based on achievement of certain market condition | ||
Expected option term (years) | 2 years 1 month 6 days | 0 years |
Expected stock price volatility | 74.00% | 0.00% |
Risk-free interest rate | 1.93% | 0.00% |
Vested based on achievement of certain condition | 0 |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Jun. 30, 2017 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 52,110 | $ 111,577 |
Gross Unrealized Gain | 1 | |
Gross Unrealized (Loss) | (64) | (70) |
Fair Value | 52,046 | 111,508 |
Certificate of Deposits | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 8,371 | 15,298 |
Fair Value | 8,371 | 15,298 |
Commercial Paper | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 10,368 | 10,144 |
Gross Unrealized Gain | 1 | |
Gross Unrealized (Loss) | (8) | |
Fair Value | 10,360 | 10,145 |
U.S. Treasury Bonds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 14,109 | 35,086 |
Gross Unrealized (Loss) | (26) | (24) |
Fair Value | 14,083 | 35,062 |
U.S. Government Sponsored Agencies | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 10,882 | 18,357 |
Gross Unrealized (Loss) | (10) | (13) |
Fair Value | 10,872 | 18,344 |
Corporate Debt Securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 8,380 | 32,692 |
Gross Unrealized (Loss) | (20) | (33) |
Fair Value | $ 8,360 | $ 32,659 |
Marketable Securities - Maturit
Marketable Securities - Maturities of Debt Securities Classified as Available-for-Sale (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Jun. 30, 2017 |
Marketable Securities | ||
Fair Value, Due within one year | $ 47,046 | $ 89,477 |
Fair Value, Due after one year through five years | 5,000 | 22,031 |
Fair Value | 52,046 | 111,508 |
Net Carrying Amount, Due within one year | 47,286 | 89,728 |
Net Carrying Amount, Due after one year through five years | 5,000 | 22,149 |
Net Carrying Amount | $ 52,286 | $ 111,877 |
Debt - Non-Recourse Debt (Detai
Debt - Non-Recourse Debt (Details) | Jan. 08, 2018USD ($)$ / shares | Jan. 07, 2018USD ($)item$ / sharesshares | Oct. 11, 2016USD ($) | Mar. 31, 2018USD ($) |
Debt Instrument [Line Items] | ||||
Gross proceeds from sale of common stock | $ 30,000,000 | |||
Non-Recourse Debt | $ 182,216,000 | |||
RPI | Funding and Purchase Agreements [Member] | ||||
Debt Instrument [Line Items] | ||||
Collaborative agreement purchase price | $ 175,000,000 | $ 175,000,000 | ||
Collaborative arrangement royalty rate | 4.15% | |||
Percentage of revenue participation rights to repurchase | 50.00% | |||
Discount rate to calculate net present value of projected royalty payments | 5.00% | |||
RPI | Maximum | Funding and Purchase Agreements [Member] | ||||
Debt Instrument [Line Items] | ||||
Collaborative arrangement maximum royalty | $ 2,000,000,000 | |||
Percentage of excess of global annual sales threshold limit | 1.75% | |||
RPI | Minimum | Funding and Purchase Agreements [Member] | ||||
Debt Instrument [Line Items] | ||||
Collaborative arrangement excess of global annual sales threshold limit | $ 6,000,000,000 | |||
Private placement | RPI | ||||
Debt Instrument [Line Items] | ||||
Number of units of value to account for in the transaction | item | 2 | |||
Allocation of transaction price to common stock and additional paid-in capital | $ 67,800,000 | |||
Non-Recourse Debt | $ 182,200,000 | |||
Effective interest rate recognition period | 20 years | |||
Effective interest rate (as a percent) | 25.646% | |||
Non-cash interest expenses | $ 10,600,000 | |||
Private placement | RPI | Common stock purchase agreement | ||||
Debt Instrument [Line Items] | ||||
Agreement purchase shares of common stock | shares | 4,373,178 | |||
Share Price | $ / shares | $ 17.15 | $ 17.15 | ||
Gross proceeds from sale of common stock | $ 75,000,000 | $ 75,000,000 |
Debt (Details)
Debt (Details) | Sep. 21, 2017USD ($)itemshares | Sep. 21, 2017USD ($)item | Feb. 28, 2015USD ($)$ / sharesshares | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) |
Debt Instrument [Line Items] | |||||||
Conversion of debt | $ 80,000,000 | ||||||
Induced Conversion of Convertible Debt Expense | 13,005,329 | ||||||
Amortization of debt issuance costs | $ 1,552,785 | $ 547,366 | |||||
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 | ||||||
Payment of debt issuance costs | $ 3,700,000 | ||||||
Debt instrument, stated percentage | 4.75% | 4.75% | 4.75% | ||||
Frequency of interest payments | semiannually | ||||||
Debt instrument, effective interest rate | 5.48% | 5.48% | |||||
Number of shares issuable under conversion of debt | shares | 19,600,000 | ||||||
Debt conversion ratio | 176.2502 | 195.8336 | |||||
Principal amount of Convertible Senior Notes | $ 1,000 | $ 1,000 | |||||
Conversion price of debt | $ / shares | $ 5.11 | ||||||
Percentage of principal amount redeemable | 100.00% | ||||||
Conversion of debt | $ 80,000,000 | ||||||
Number of tranches | item | 3 | 3 | |||||
Shares issued in exchange | shares | 16,799,861 | ||||||
Number of shares converted | shares | 1,133,173 | ||||||
Induced Conversion of Convertible Debt Expense | $ 13,000,000 | ||||||
Outstanding aggregate principal amount | $ 20,000,000 | $ 20,000,000 | |||||
Interest expense | $ 200,000 | $ 1,400,000 | $ 1,600,000 | 4,100,000 | |||
Amortization of debt issuance costs | $ 200,000 | 1,600,000 | $ 500,000 | ||||
Accelerated amortization of debt issuance costs | 1,400,000 | ||||||
4.75% Convertible Senior Notes Due 2020 [Member] | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Amortization of debt issuance costs | $ 100,000 | $ 100,000 |
Warrant Liabilities (Details)
Warrant Liabilities (Details) - USD ($) | Jun. 30, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Jun. 30, 2017 | Feb. 22, 2018 | Dec. 14, 2017 | Dec. 05, 2017 | Sep. 01, 2017 | Jul. 18, 2017 |
Fair value assumptions for warrants | |||||||||||
Warrants exercised | 140,000 | 575,000 | 675,000 | 900,000 | |||||||
Changes in fair value of warrant liabilities | $ 14,600,000 | $ (9,835,441) | $ 28,336,865 | $ 49,774,638 | $ 35,567,205 | ||||||
Reclass of warrant liability to capital contributed in excess of par | 70,149,633 | ||||||||||
Warrant liabilities | $ 90,706,206 | $ 70,331,191 | $ 70,331,191 | $ 90,706,206 | |||||||
Warrant Liability. | |||||||||||
Fair value assumptions for warrants | |||||||||||
Warrants exercised | 3,550,000 | 3,550,000 | |||||||||
Warrants outstanding | 18,655,804 | 6,450,000 | 6,450,000 | 18,655,804 | |||||||
Warrant Liability. | Level 2 | |||||||||||
Fair value assumptions for warrants | |||||||||||
Changes in fair value of warrant liabilities | $ 49,775,000 | ||||||||||
Reclass of warrant liability to capital contributed in excess of par | 70,150,000 | ||||||||||
Warrant one | |||||||||||
Fair value assumptions for warrants | |||||||||||
Warrants exercised | 675,000 | 900,000 | |||||||||
Changes in fair value of warrant liabilities | $ 2,600,000 | ||||||||||
Reclass of warrant liability to capital contributed in excess of par | 11,200,000 | ||||||||||
Warrant two | |||||||||||
Fair value assumptions for warrants | |||||||||||
Warrants exercised | 575,000 | 575,000 | |||||||||
Changes in fair value of warrant liabilities | 2,200,000 | ||||||||||
Reclass of warrant liability to capital contributed in excess of par | 41,100,000 | ||||||||||
Warrant three | |||||||||||
Fair value assumptions for warrants | |||||||||||
Warrants exercised | 1,400,000 | ||||||||||
Changes in fair value of warrant liabilities | $ 10,100,000 | ||||||||||
Reclass of warrant liability to capital contributed in excess of par | $ 17,800,000 | ||||||||||
Seattle Genetics, Inc., (“SGEN”) | |||||||||||
Fair value assumptions for warrants | |||||||||||
Warrants exercised | 8,655,804 | ||||||||||
Seattle Genetics, Inc., (“SGEN”) | Warrant two | |||||||||||
Fair value assumptions for warrants | |||||||||||
Warrants exercised | 8,655,804 |
Estimated Fair Value of Finan34
Estimated Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Jun. 30, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | $ 356,635 | $ 148,284 |
Money Market Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 304,589 | 36,776 |
U.S. Treasury Bonds | Marketable Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 14,083 | 35,062 |
Certificate of Deposits | Marketable Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 8,371 | 15,298 |
U.S. Government Sponsored Agencies | Marketable Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 10,872 | 18,344 |
Corporate Debt Securities | Marketable Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 8,360 | 32,659 |
Commercial Paper | Marketable Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 10,360 | 10,145 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 356,635 | 148,284 |
Level 1 | Money Market Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 304,589 | 36,776 |
Level 1 | U.S. Treasury Bonds | Marketable Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 14,083 | 35,062 |
Level 1 | Certificate of Deposits | Marketable Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 8,371 | 15,298 |
Level 1 | U.S. Government Sponsored Agencies | Marketable Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 10,872 | 18,344 |
Level 1 | Corporate Debt Securities | Marketable Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 8,360 | 32,659 |
Level 1 | Commercial Paper | Marketable Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | $ 10,360 | $ 10,145 |
Estimated Fair Value of Finan35
Estimated Fair Value of Financial Instruments - Schedule of Carrying Amounts (Details) - Level 2 - USD ($) $ in Thousands | Mar. 31, 2018 | Jun. 30, 2017 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible Senior Notes | $ 19,726 | $ 98,084 |
Estimated Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible Senior Notes | $ 57,087 | $ 180,950 |
Estimated Fair Value of Finan36
Estimated Fair Value of Financial Instruments - Warrant Liability (Details) - USD ($) | Jun. 30, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Jun. 30, 2017 |
Changes in the estimated fair value for warrant liability | ||||||
Reclass of warrant liability to capital contributed in excess of par due to exercise | $ (70,149,633) | |||||
Change in fair value | $ 14,600,000 | $ (9,835,441) | $ 28,336,865 | $ 49,774,638 | $ 35,567,205 | |
Warrant Liability. | ||||||
Fair value assumptions for warrants | ||||||
Risk-free interest rate | 1.93% | |||||
Expected remaining term | 6 months 15 days | |||||
Expected volatility | 71.43% | |||||
Dividend yield | 0.00% | |||||
Number of Warrants | ||||||
Warrants outstanding at beginning of year | 18,655,804 | |||||
Reclass of warrant liability to capital contributed in excess of par due to exercise | (12,205,804) | |||||
Warrants outstanding at end of period | 18,655,804 | 6,450,000 | 6,450,000 | 18,655,804 | ||
Warrant Liability. | Level 2 | ||||||
Changes in the estimated fair value for warrant liability | ||||||
Fair value at beginning of year | $ 90,706,000 | |||||
Reclass of warrant liability to capital contributed in excess of par due to exercise | (70,150,000) | |||||
Change in fair value | 49,775,000 | |||||
Fair value at end of year | $ 90,706,000 | $ 70,331,000 | $ 70,331,000 | $ 90,706,000 | ||
Warrant Liability. | February 10, 2017 stock purchase agreement | ||||||
Fair value assumptions for warrants | ||||||
Risk-free interest rate | 1.14% | |||||
Expected remaining term | 6 months 4 days | |||||
Expected volatility | 69.34% | |||||
Dividend yield | 0.00% | |||||
Warrant Liability. | October 11, 2016 public offering | ||||||
Fair value assumptions for warrants | ||||||
Risk-free interest rate | 1.38% | |||||
Expected remaining term | 1 year 3 months 11 days | |||||
Expected volatility | 73.85% | |||||
Dividend yield | 0.00% |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Details) - USD ($) | Jan. 08, 2018 | Jan. 07, 2018 | Dec. 05, 2017 | Jul. 31, 2017 | Jun. 30, 2017 | May 10, 2017 | Oct. 11, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Feb. 22, 2018 | Dec. 14, 2017 | Sep. 01, 2017 | Jul. 18, 2017 | Jun. 29, 2017 |
Total shares authorized | 260,000,000 | |||||||||||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | 250,000,000 | ||||||||||||
Preferred stock, shares authorized | 10,000,000 | |||||||||||||||
Common stock, par value | $ 0.01 | $ 3 | $ 0.01 | $ 0.01 | ||||||||||||
Common stock, shares issued | 110,344,643 | 167,255,886 | 167,255,886 | |||||||||||||
Gross proceeds from sale of common stock | $ 30,000,000 | |||||||||||||||
Net proceeds from sale of common stock | $ 28,600,000 | $ 123,508,937 | $ 43,278,473 | |||||||||||||
Exercise price of warrant | $ 3.75 | $ 3.75 | ||||||||||||||
Warrants term | 9 months | |||||||||||||||
Shares that warrants can purchase | 10,000,000 | |||||||||||||||
Warrants exercised | 140,000 | 575,000 | 675,000 | 900,000 | ||||||||||||
Changes in fair value of warrant liabilities | $ 14,600,000 | $ (9,835,441) | $ 28,336,865 | $ 49,774,638 | $ 35,567,205 | |||||||||||
Warrant Liability. | ||||||||||||||||
Warrants exercised | 3,550,000 | |||||||||||||||
Warrants outstanding | 18,655,804 | 6,450,000 | 6,450,000 | |||||||||||||
Warrant Liability. | Level 2 | ||||||||||||||||
Changes in fair value of warrant liabilities | $ 49,775,000 | |||||||||||||||
Convertible preferred stock | ||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||
Preferred stock, shares issued | 1,000,000 | 0 | 0 | |||||||||||||
Preferred stock, shares outstanding | 1,000,000 | 0 | 0 | |||||||||||||
Seattle Genetics, Inc., (“SGEN”) | ||||||||||||||||
Warrants exercised | 8,655,804 | |||||||||||||||
Aggregate purchase price | $ 42,400,000 | |||||||||||||||
Securities Purchase Agreement | Seattle Genetics, Inc., (“SGEN”) | ||||||||||||||||
Fair value of warrants | $ 7,300,000 | |||||||||||||||
Funding and Purchase Agreements [Member] | RPI | ||||||||||||||||
Collaborative agreement purchase price | $ 175,000,000 | $ 175,000,000 | ||||||||||||||
Private placement | ||||||||||||||||
Common stock, shares issued | 4,373,178 | |||||||||||||||
Private placement | Convertible preferred stock | ||||||||||||||||
Preferred stock, shares issued | 1,000,000 | |||||||||||||||
Share price (in dollars per share) | $ 125 | |||||||||||||||
Gross proceeds | $ 125,000,000 | |||||||||||||||
Conversion ratio | 23.10536 | |||||||||||||||
Conversion of shares | 23,105,348 | 23,105,348 | ||||||||||||||
Average stock price | $ 5.41 | |||||||||||||||
Private placement | Common stock purchase agreement | RPI | ||||||||||||||||
Average stock price | $ 17.15 | $ 17.15 | ||||||||||||||
Agreement purchase shares of common stock | 4,373,178 | |||||||||||||||
Gross proceeds from sale of common stock | $ 75,000,000 | $ 75,000,000 | ||||||||||||||
Over-Allotment Option | ||||||||||||||||
Agreement purchase shares of common stock | 10,000,000 | |||||||||||||||
Previously Reported [Member] | ||||||||||||||||
Total shares authorized | 165,000,000 | |||||||||||||||
Common stock, shares authorized | 155,000,000 | |||||||||||||||
Preferred stock, shares authorized | 10,000,000 |
Accumulated Other Comprehensi38
Accumulated Other Comprehensive Loss - (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Accumulated Other Comprehensive (Loss) Income [Line Items] | ||||
Beginning, Balance | $ (302,710) | $ (132,000) | ||
Other comprehensive income (loss) before reclassifications | (155,000) | 10,000 | ||
Amounts reclassified from accumulated other comprehensive income (loss) | 1,000 | 16,000 | ||
Net current-period other comprehensive income | $ (56,098) | $ (46,780) | (154,473) | 6,080 |
Ending, Balance | (457,183) | (126,000) | (457,183) | (126,000) |
Currency Translation Adjustments [Member] | ||||
Accumulated Other Comprehensive (Loss) Income [Line Items] | ||||
Beginning, Balance | (389,000) | (234,000) | (172,000) | |
Other comprehensive income (loss) before reclassifications | (155,000) | 59,000 | ||
Net current-period other comprehensive income | (155,000) | 59,000 | ||
Ending, Balance | (113,000) | (113,000) | ||
Net Unrealized Gains (Losses) on Available-for-Sale Securities [Member] | ||||
Accumulated Other Comprehensive (Loss) Income [Line Items] | ||||
Beginning, Balance | $ (68,000) | (69,000) | 40,000 | |
Other comprehensive income (loss) before reclassifications | (69,000) | |||
Amounts reclassified from accumulated other comprehensive income (loss) | 1,000 | 16,000 | ||
Net current-period other comprehensive income | $ 1,000 | (53,000) | ||
Ending, Balance | $ (13,000) | $ (13,000) |
Stock Incentive Plan - (Details
Stock Incentive Plan - (Details) - $ / shares | 9 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
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 | 13,708,991 | |
Stock options available for future grants | 5,404,013 | |
Performance Units available for grant | 8,304,978 | |
Options granted, weighted average grant date fair value | $ 7.78 | $ 1.85 |
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, 2018USD ($)$ / sharesshares | |
Stock Incentive Plan | |
Number of Shares, Options outstanding, beginning of year | shares | 2,893,240 |
Number of Shares, Options granted | shares | 1,215,668 |
Number of Shares, Options exercised | shares | 265,642 |
Number of Shares, Options cancelled or forfeited | shares | 15,595 |
Number of Shares, Options outstanding, end of year | shares | 4,390,145 |
Number of Shares, Options exercisable, end of year | shares | 2,377,863 |
Weighted Average Exercise Price, Options outstanding, beginning of year | $ / shares | $ 3.48 |
Weighted Average Exercise Price, Options granted | $ / shares | 12.94 |
Weighted Average Exercise Price, Options exercised | $ / shares | 3.76 |
Weighted Average Exercise Price, Options cancelled or forfeited | $ / shares | 3.40 |
Weighted Average Exercise Price, Options outstanding, end of year | $ / shares | 5.51 |
Weighted Average Exercise Price, Options exercisable, end of year | $ / shares | $ 3.34 |
Weighted Average Remaining Contractual Life of outstanding stock options | 4 years 2 months 1 day |
Weighted Average Remaining Contractual Life of exercisable stock options | 3 years 1 month 21 days |
Aggregate Intrinsic Value of outstanding stock options | $ | $ 35,774 |
Aggregate Intrinsic Value of exercisable stock options | $ | $ 26,807 |
Stock Incentive Plan - Non-Vest
Stock Incentive Plan - Non-Vested Restricted and Performance Stock Units (Details) | 9 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Non-vested at beginning of period | shares | 1,500,000 |
Non-vested at end of period | shares | 1,535,366 |
Non-vested, Weighted-Average per Share of Market Value on Grant Date, Beginning balance | $ / shares | $ 2.28 |
Non-vested, Weighted-Average per Share of Market Value on Grant Date, Ending balance | $ / shares | $ 2.83 |
Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted Units Granted | shares | 35,366 |
Non-vested, Weighted-Average per Share of Market Value on Grant Date | $ / shares | $ 8.46 |
Stock Incentive Plan - Narrativ
Stock Incentive Plan - Narratives (Details) $ in Thousands | Nov. 02, 2017shares | May 03, 2017shares | Jul. 14, 2015shares | Dec. 31, 2017USD ($)$ / sharesDshares | Mar. 31, 2018USD ($)$ / sharesshares | Mar. 31, 2018USD ($)$ / sharesshares | Mar. 31, 2017USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Non-vested options outstanding | 3,287,996 | 3,287,996 | |||||
Unrecognized compensation costs related to non-vested share-based compensation | $ | $ 19,500 | ||||||
Weighted-average period recognized | 1 year 10 months 24 days | ||||||
Stock vesting period | 4 years | ||||||
Performance Units available for grant | 8,304,978 | 8,304,978 | |||||
Non-qualifed stock options grant date value | $ | $ 26,807 | $ 26,807 | |||||
Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Restricted stock units granted | 35,366 | ||||||
CEO | Nonqualified Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock vesting period | 4 years | ||||||
Non-qualifed stock options granted | 168,461 | ||||||
Non-qualifed stock options grant date value | $ | $ 1,100 | ||||||
Non-qualifed stock options service period | 4 years | ||||||
Targeted share price | $ / shares | 35.58 | ||||||
Number of trading days | D | 15 | ||||||
CEO | Nonqualified Plan Two Member | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock vesting period | 4 years | ||||||
Non-qualifed stock options granted | 151,678 | ||||||
Non-qualifed stock options grant date value | $ | $ 1,000 | ||||||
Non-qualifed stock options service period | 4 years | ||||||
Targeted share price | $ / shares | 23.72 | ||||||
Number of trading days | D | 15 | ||||||
Executive Officers [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Restricted stock units granted | 35,366 | ||||||
Restricted stock units, closing price | $ / shares | $ 8.46 | $ 8.46 | |||||
Unrecognized compensation costs related to non-vested share-based compensation | $ | $ 100 | ||||||
Weighted-average period recognized | 1 year 2 months 12 days | ||||||
Executive Officers [Member] | Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense related stock options | $ | $ 62 | $ 168 | |||||
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 | $ | $ 2,700 | $ 2,600 | |||||
Goldenberg Agreement | Employment Agreement | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Restricted stock units granted | 1,500,000 | ||||||
Goldenberg Agreement | Employment Agreement | Restricted Units Vesting Based on Certain Market Conditions | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Restricted stock units granted | 1,500,000 | ||||||
Stock vesting period | 3 years | ||||||
Performance Units available for grant | 1,500,000 | ||||||
Minimum | Executive Officers [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock vesting period | 1 year | ||||||
Maximum | Executive Officers [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock vesting period | 3 years |
Geographic Segments (Details)
Geographic Segments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Jun. 30, 2017 | |
Segment Reporting Information [Line Items] | |||||
Total assets | $ 379,887,560 | $ 379,887,560 | $ 162,573,392 | ||
Property and equipment, net | 10,669,146 | 10,669,146 | 5,245,230 | ||
Revenues | 482,226 | $ 1,323,439 | 1,770,000 | $ 2,449,415 | |
(Loss) income before taxes | (35,558,123) | (59,320,358) | (156,847,565) | (99,997,414) | |
United States | |||||
Segment Reporting Information [Line Items] | |||||
Total assets | 377,791,000 | 377,791,000 | 161,484,000 | ||
Property and equipment, net | 10,590,000 | 10,590,000 | 5,166,000 | ||
Revenues | 32,000 | 401,000 | 269,000 | 613,000 | |
(Loss) income before taxes | (35,600,000) | (59,378,000) | (156,937,000) | (99,812,000) | |
Europe | |||||
Segment Reporting Information [Line Items] | |||||
Total assets | 2,097,000 | 2,097,000 | 1,089,000 | ||
Property and equipment, net | 79,000 | 79,000 | $ 79,000 | ||
Revenues | 450,000 | 922,000 | 1,501,000 | 1,836,000 | |
(Loss) income before taxes | $ 42,000 | $ 58,000 | $ 89,000 | $ (185,000) |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Jan. 07, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | |
M Rosenberg Bio Pharma Consulting LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Payment made | $ 555,099 | |||||
Center for Molecular Medicine and Immunology [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Legal expenses incurred by the company | $ 0 | $ 0 | $ 3,000 | $ 4,000 | ||
Morris Rosenberg | M Rosenberg Bio Pharma Consulting LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Payment made | $ 517,034 |
Collaboration Agreement (Detail
Collaboration Agreement (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Apr. 30, 2018 | Jan. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Guarantor Obligations [Line Items] | ||||||
Upfront cash payment and other payments received under collaboration agreement | $ 6,000,000 | |||||
License fee and other revenues | $ 300,000 | $ 14,886 | $ 257,442 | $ 79,956 | $ 282,556 | |
Scenario Plan | ||||||
Guarantor Obligations [Line Items] | ||||||
License fee and other revenues | $ 300,000 | |||||
The Bayer Group (formerly Algeta ASA) [Member] | ||||||
Guarantor Obligations [Line Items] | ||||||
Period of time for prior written notice to exercise right to terminate agreement | 3 months |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Feb. 09, 2018USD ($) | Nov. 02, 2017USD ($)shares | May 03, 2017USD ($)shares | Jun. 09, 2016item | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Oct. 22, 2015patent |
Guarantor Obligations [Line Items] | |||||||
Plaintiff appeal period | 45 days | ||||||
VenBio Action | |||||||
Guarantor Obligations [Line Items] | |||||||
Reimbursement expense | $ 4,900,000 | ||||||
Settlement amount | $ 3,400,000 | ||||||
Greenhill Agreements | Maximum | |||||||
Guarantor Obligations [Line Items] | |||||||
Reimbursement expense | $ 200,000 | ||||||
Goldenberg Sullivan And Markison | Greenhill Agreements | Convertible preferred stock | |||||||
Guarantor Obligations [Line Items] | |||||||
Proceeds from Issuance of Convertible Preferred Stock | $ 125,000,000 | ||||||
Employment Agreement | Goldenberg Agreement | |||||||
Guarantor Obligations [Line Items] | |||||||
Total foregoing cash payments | 2,400,000 | $ 2,400,000 | |||||
Litigation Settlement Payment In Dispute One | 1,800,000 | $ 1,800,000 | |||||
Restricted stock units granted | shares | 1,500,000 | ||||||
Employment Agreement | Goldenberg Agreement | Minimum | |||||||
Guarantor Obligations [Line Items] | |||||||
Percentage Of Consideration Received From Dispositions | 20.00% | ||||||
Employment Agreement | Goldenberg Agreement | Maximum | |||||||
Guarantor Obligations [Line Items] | |||||||
Term Of Compensation Contract Upon Dispositions Of Undeveloped Assets | 3 years | ||||||
Employment Agreement | Sullivan Agreement | |||||||
Guarantor Obligations [Line Items] | |||||||
Total foregoing cash payments | 3,100,000 | $ 3,100,000 | |||||
Litigation Settlement Payment In Dispute One | 900,000 | 900,000 | |||||
Employment Agreement | Goldenberg and Sullivan | |||||||
Guarantor Obligations [Line Items] | |||||||
Arbitration costs incurred | 106,053 | ||||||
Employment Agreement | Goldenberg and Sullivan | Maximum | |||||||
Guarantor Obligations [Line Items] | |||||||
Arbitration costs incurred | $ 650,000 | $ 650,000 | $ 650,000 | ||||
Employment Agreement | Restricted Units Vesting Based on Certain Market Conditions | Goldenberg Agreement | |||||||
Guarantor Obligations [Line Items] | |||||||
Restricted stock units granted | shares | 1,500,000 | ||||||
Patent litigation | |||||||
Guarantor Obligations [Line Items] | |||||||
Number of patents owned | patent | 3 | ||||||
Stockholder Federal Securities Cases | |||||||
Guarantor Obligations [Line Items] | |||||||
Number of purported class action cases filed | item | 2 |