Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Jul. 31, 2019 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Entity Registrant Name | Celldex Therapeutics, Inc. | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 15,018,604 | |
Entity Central Index Key | 0000744218 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Ex Transition Period | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash and Cash Equivalents | $ 19,744 | $ 24,310 |
Marketable Securities | 61,598 | 69,712 |
Accounts and Other Receivables | 1,170 | 3,162 |
Prepaid and Other Current Assets | 1,853 | 1,895 |
Total Current Assets | 84,365 | 99,079 |
Property and Equipment, Net | 5,086 | 6,111 |
Operating Lease Right-of-Use Assets, Net | 3,974 | |
Intangible Assets, Net | 48,690 | 48,690 |
Other Assets | 129 | 1,929 |
Total Assets | 142,244 | 155,809 |
Current Liabilities: | ||
Accounts Payable | 1,016 | 1,069 |
Accrued Expenses | 5,410 | 7,007 |
Current Portion of Operating Lease Liabilities | 2,538 | |
Current Portion of Other Long-Term Liabilities | 2,545 | 4,526 |
Total Current Liabilities | 11,509 | 12,602 |
Long-Term Portion of Operating Lease Liabilities | 1,867 | |
Other Long-Term Liabilities | 19,242 | 19,147 |
Total Liabilities | 32,618 | 31,749 |
Commitments and Contingent Liabilities | ||
Stockholders' Equity: | ||
Convertible Preferred Stock, $.01 Par Value; 3,000,000 Shares Authorized; No Shares Issued and Outstanding at June 30, 2019 and December 31, 2018 | ||
Common Stock, $.001 Par Value; 297,000,000 Shares Authorized; 14,816,917 and 11,957,635 Shares Issued and Outstanding at June 30, 2019 and December 31, 2018, Respectively | 15 | 12 |
Additional Paid-In Capital | 1,098,429 | 1,083,903 |
Accumulated Other Comprehensive Income | 2,638 | 2,583 |
Accumulated Deficit | (991,456) | (962,438) |
Total Stockholders' Equity | 109,626 | 124,060 |
Total Liabilities and Stockholders' Equity | $ 142,244 | $ 155,809 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Convertible Preferred Stock, Par Value (in dollars per share) | $ 0.01 | $ 0.01 |
Convertible Preferred Stock, Shares Authorized | 3,000,000 | 3,000,000 |
Convertible Preferred Stock, Shares Issued | 0 | 0 |
Convertible Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par Value (in dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 297,000,000 | 297,000,000 |
Common Stock, Shares Issued | 14,816,917 | 11,957,635 |
Common Stock, Shares Outstanding | 14,816,917 | 11,957,635 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
REVENUES: | ||||
Total Revenues | $ 715 | $ 2,763 | $ 2,140 | $ 6,834 |
OPERATING EXPENSES: | ||||
Research and Development | 10,081 | 21,448 | 21,232 | 43,323 |
General and Administrative | 3,908 | 5,621 | 8,804 | 11,215 |
Goodwill Impairment | 90,976 | |||
Intangible Asset Impairment | 18,677 | |||
Other Asset Impairment | 1,800 | |||
(Gain)/Loss on Fair Value Remeasurement of Contingent Consideration | (1,017) | (7,433) | 502 | (21,033) |
Amortization of Acquired Intangible Assets | 0 | 0 | 0 | 224 |
Total Operating Expenses | 12,972 | 19,636 | 32,338 | 143,382 |
Operating Loss | (12,257) | (16,873) | (30,198) | (136,548) |
Investment and Other Income, Net | 478 | 466 | 1,180 | 1,245 |
Net Loss Before Income Tax Benefit | (11,779) | (16,407) | (29,018) | (135,303) |
Income Tax Benefit | 765 | |||
Net Loss | $ (11,779) | $ (16,407) | $ (29,018) | $ (134,538) |
Basic and Diluted Net Loss Per Common Share | $ (0.84) | $ (1.67) | $ (2.21) | $ (14.01) |
Shares Used in Calculating Basic and Diluted Net Loss Per Share | 13,952 | 9,829 | 13,129 | 9,600 |
COMPREHENSIVE LOSS: | ||||
Net Loss | $ (11,779) | $ (16,407) | $ (29,018) | $ (134,538) |
Other Comprehensive Income (Loss): | ||||
Unrealized Gain on Marketable Securities | 36 | 31 | 55 | 26 |
Comprehensive Loss | (11,743) | (16,376) | (28,963) | (134,512) |
Product Development and Licensing Agreements | ||||
REVENUES: | ||||
Total Revenues | 195 | 1,667 | 325 | 2,662 |
Contracts and Grants | ||||
REVENUES: | ||||
Total Revenues | $ 520 | $ 1,096 | $ 1,815 | $ 4,172 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash Flows From Operating Activities: | ||
Net Loss | $ (29,018) | $ (134,538) |
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: | ||
Depreciation and Amortization | 2,505 | 2,021 |
Amortization of Intangible Assets | 0 | 224 |
Amortization and Premium of Marketable Securities, Net | (652) | (380) |
Loss on Sale or Disposal of Assets | 7 | 1,069 |
Goodwill Impairment | 90,976 | |
Intangible Asset Impairment | 18,677 | |
Other Asset Impairment | 1,800 | |
Loss/(Gain) on Fair Value Remeasurement of Contingent Consideration | 502 | (21,033) |
Non-Cash Income Tax Benefit | (765) | |
Stock-Based Compensation Expense | 3,157 | 4,536 |
Changes in Operating Assets and Liabilities: | ||
Accounts and Other Receivables | 1,992 | (713) |
Prepaid and Other Current Assets | (137) | 801 |
Accounts Payable and Accrued Expenses | (1,598) | (5,895) |
Other Liabilities | (2,833) | (397) |
Net Cash Used in Operating Activities | (24,275) | (45,417) |
Cash Flows From Investing Activities: | ||
Sales and Maturities of Marketable Securities | 67,386 | 106,182 |
Purchases of Marketable Securities | (58,565) | (76,902) |
Acquisition of Property and Equipment | (484) | (591) |
Net Cash Provided by Investing Activities | 8,337 | 28,689 |
Cash Flows From Financing Activities: | ||
Net Proceeds from Stock Issuances | 11,363 | 19,960 |
Proceeds from Issuance of Stock from Employee Benefit Plans | 9 | 374 |
Net Cash Provided by Financing Activities | 11,372 | 20,334 |
Net Increase/(Decrease) in Cash and Cash Equivalents | (4,566) | 3,606 |
Cash and Cash Equivalents at Beginning of Period | 24,310 | 40,288 |
Cash and Cash Equivalents at End of Period | 19,744 | 43,894 |
Non-cash Investing Activities | ||
Accrued construction in progress | $ 55 | |
Non-cash Supplemental Disclosure | ||
Shares issued to former Kolltan executive for settlement of severance | $ 57 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2019 | |
Basis of Presentation | |
Basis of Presentation | (1) Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared by Celldex Therapeutics, Inc. (the “Company” or “Celldex”) in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and reflect the operations of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. These interim financial statements do not include all the information and footnotes required by U.S. GAAP for annual financial statements and should be read in conjunction with the audited financial statements for the year ended December 31, 2018, which are included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 7, 2019. In the opinion of management, the interim financial statements reflect all normal recurring adjustments necessary to fairly state the Company’s financial position and results of operations for the interim periods presented. The year-end condensed balance sheet data presented for comparative purposes was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for any future interim period or the fiscal year ending December 31, 2019. At June 30, 2019, the Company had cash, cash equivalents and marketable securities of $81.3 million. The Company has had recurring losses and incurred a loss of $29.0 million for the six months ended June 30, 2019. Net cash used in operations for the six months ended June 30, 2019 was $24.3 million. The Company believes that the cash, cash equivalents and marketable securities at August 7, 2019 will be sufficient to meet estimated working capital requirements and fund planned operations for at least the next twelve months from the date of issuance of these financial statements. The Board of Directors of the Company approved a one for fifteen reverse stock split of the Company’s outstanding common stock, which was effected on February 8, 2019. All share and per share amounts in the financial statements have been retroactively adjusted for all periods presented to give effect to the reverse stock split, including reclassifying an amount equal to the reduction in par value to additional paid-in capital. During the next twelve months and beyond, the Company will take further steps to raise additional capital to meet its liquidity needs. These capital raising activities may include, but may not be limited to, one or more of the following: the licensing of drug candidates with existing or new collaborative partners, possible business combinations, issuance of debt, or the issuance of common stock or other securities via private placements or public offerings. While the Company may seek capital through a number of means, there can be no assurance that additional financing will be available on acceptable terms, if at all, and the Company’s negotiating position in capital-raising efforts may worsen as existing resources are used. There is also no assurance that the Company will be able to enter into further collaborative relationships. Additional equity financings may be dilutive to the Company’s stockholders; debt financing, if available, may involve significant cash payment obligations and covenants that restrict the Company’s ability to operate as a business; and licensing or strategic collaborations may result in royalties or other terms which reduce the Company’s economic potential from products under development. The Company’s ability to continue funding its planned operations into and beyond twelve months from the issuance date is also dependent on the timing and manner of payment of future contingent milestones from the Kolltan acquisition, in the event that the Company achieves the drug candidate milestones related to those payments. The Company, at its option, may decide to pay those milestone payments in cash, shares of its common stock or a combination thereof. If the Company is unable to raise the funds necessary to meet its liquidity needs, it may have to delay or discontinue the development of one or more programs, discontinue or delay ongoing or anticipated clinical trials, license out programs earlier than expected, raise funds at a significant discount or on other unfavorable terms, if at all, or sell all or a part of the Company. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Significant Accounting Policies | |
Significant Accounting Policies | (2) Significant Accounting Policies The significant accounting policies used in preparation of these condensed consolidated financial statements on Form 10-Q for the three and six months ended June 30, 2019 are consistent with those discussed in Note 2 to the financial statements in our Annual Report on Form 10-K for the year ended December 31, 2018, except as it relates to the adoption of new accounting standards during the first six months of 2019 as discussed below. Newly Adopted Accounting Pronouncements On January 1, 2019, the Company adopted a new U.S. GAAP accounting standard which requires that all lessees recognize the assets and liabilities that arise from leases on the balance sheet and disclose qualitative and quantitative information about its leasing arrangements. The new standard was adopted using the modified retrospective transition method, which requires the Company to apply the standard as of the effective date and does not require restatement of prior periods. The Company elected to apply the package of practical expedients, which allowed the Company to not reassess: (i) whether expired or existing contracts contain leases; (ii) lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. Adoption of this standard did not have a material impact on the Company's Consolidated Statement of Operations and Comprehensive Loss or Statement of Cash Flow, however, upon adoption, the Company recorded right-of-use assets of $3.8 million and lease liabilities of $4.7 million on its Consolidated Balance Sheet related to the Company's operating leases. The difference between the right-of-use assets and lease liabilities recorded upon adoption is due to certain adjustments required to the right-of-use assets for prepaid rent and accrued termination expenses. Refer to Note 5 “Leases” for the Company’s updated lease accounting policy and disclosures. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s consolidated financial statements upon adoption. In June 2016, the FASB issued guidance on the Measurement of Credit Losses on Financial Instruments. The guidance requires that credit losses be reported using an expected losses model rather than the incurred losses model that is currently used, and establishes additional disclosures related to credit risks. For available-for-sale debt securities with unrealized losses, the standard now requires allowances to be recorded instead of reducing the amortized cost of the investment. This standard will be effective for the Company on January 1, 2020. The adoption of this standard is not expected to have a material impact on the Company's consolidated financial statements and related disclosures. In August 2018, the FASB issued amendments that modify certain disclosure requirements for fair value measurements. The amendments become effective, including interim periods, beginning January 1, 2020. Early adoption, of all the amendments or only the provisions that eliminate or modify the requirements, is permitted. The adoption of this new guidance is not expected to have a material impact on the Company's consolidated financial statements and related disclosures. In November 2018, the FASB issued guidance to clarify the interaction between the accounting guidance for collaborative arrangements and revenue from contracts with customers. The amendments become effective, including interim periods, beginning January 1, 2020. Early adoption, including adoption in an interim period, is permitted. This guidance is required to be applied retrospectively as of the date of our adoption of the new revenue standard on January 1, 2018. We are currently evaluating the timing of our adoption and the expected impact this guidance could have on our consolidated financial statements and related disclosures. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Measurements | |
Fair Value Measurements | (3) Fair Value Measurements The following tables set forth the Company’s financial assets and liabilities subject to fair value measurements: As of June 30, 2019 Level 1 Level 2 Level 3 (In thousands) Assets: Money market funds and cash equivalents $ 13,867 — $ 13,867 — Marketable securities 61,598 — 61,598 — $ 75,465 — $ 75,465 — Liabilities: Kolltan acquisition contingent consideration $ 14,281 — — $ 14,281 $ 14,281 — — $ 14,281 As of December 31, 2018 Level 1 Level 2 Level 3 (In thousands) Assets: Money market funds and cash equivalents $ 15,755 — $ 15,755 — Marketable securities 69,712 — 69,712 — $ 85,467 — $ 85,467 — Liabilities: Kolltan acquisition contingent consideration $ 13,779 — — $ 13,779 $ 13,779 — — $ 13,779 The Company’s financial assets consist mainly of money market funds, cash equivalents and marketable securities and are classified as Level 2 within the valuation hierarchy. The Company values its marketable securities utilizing independent pricing services which normally derive security prices from recently reported trades for identical or similar securities, making adjustments based on significant observable transactions. At each balance sheet date, observable market inputs may include trade information, broker or dealer quotes, bids, offers or a combination of these data sources. The following table reflects the activity for the Company’s contingent consideration liabilities measured at fair value using Level 3 inputs for the six months ended June 30, 2019 (in thousands): Other Liabilities: Contingent Consideration Balance at December 31, 2018 $ 13,779 Fair value adjustments included in operating expenses 502 Balance at June 30, 2019 $ 14,281 The valuation technique used to measure fair value of the Company’s Level 3 liabilities, which consist of contingent consideration related to the acquisition of Kolltan in 2016, was primarily an income approach. The Company may be required to pay future consideration of up to $127.5 million that is contingent upon the achievement of specified development, regulatory approvals or sales-based milestone events. The significant unobservable inputs used in the fair value measurement of the contingent consideration are estimates including probability of success, discount rates and amount of time until the conditions of the milestone payments are met. During the three and six months ended June 30, 2019, the Company recorded a $1.0 million gain and $0.5 million loss on fair value remeasurement of contingent consideration, respectively, primarily due to changes in discount rates and the passage of time. During the three and six months ended June 30, 2018, the Company recorded a $7.4 million and $21.0 million gain on fair value remeasurement of contingent consideration, respectively, primarily due to discontinuation of the glembatumumab vedotin (“Glemba”) and CDX-014 programs and updated assumptions for the varlilumab program. The Company did not have any transfers of assets or liabilities between the fair value measurement classifications during the six months ended June 30, 2019. |
Marketable Securities
Marketable Securities | 6 Months Ended |
Jun. 30, 2019 | |
Marketable Securities | |
Marketable Securities | (4) Marketable Securities The following is a summary of marketable debt securities, classified as available-for-sale: Gross Unrealized Amortized Fair Cost Gains Losses Value (In thousands) June 30, 2019 U.S. government and municipal obligations (maturing in one year or less) $ 27,622 $ 25 $ — $ 27,647 Corporate debt securities (maturing in one year or less) 33,934 17 — 33,951 Total Marketable Securities $ 61,556 $ 42 $ — $ 61,598 December 31,2018 U.S. government and municipal obligations (maturing in one year or less) $ 27,355 $ — $ (4) $ 27,351 Corporate debt securities (maturing in one year or less) 42,370 — (9) 42,361 Total Marketable Securities $ 69,725 $ — $ (13) $ 69,712 The Company holds investment-grade marketable securities, and none were in a continuous unrealized loss position for more than twelve months as of June 30, 2019 and December 31, 2018. The unrealized losses are attributable to changes in interest rates and the Company does not believe any unrealized losses represent other-than-temporary impairments. Marketable securities include $0.1 million in accrued interest at June 30, 2019 and December 31, 2018, respectively. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases | |
Leases | (5) Leases The Company has operating leases of office, manufacturing and laboratory space, which have remaining lease terms of one to six years and may include one or more options to renew or terminate early. The Company determines if an arrangement contains a lease at inception. Operating lease right-of-use assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Certain adjustments to the right-of-use asset may be required for items such as prepaid or accrued lease payments, initial direct costs paid or incentives received. The Company’s leases do not contain an implicit rate, and therefore the Company uses an estimated incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. Options to extend or terminate the lease are reflected in the calculation when it is reasonably certain that the option will be exercised. The Company has elected to account for lease and non-lease components as a single lease component, however non-lease components that are variable, such as common area maintenance and utilities, are generally paid separately from rent based on actual costs incurred and therefore are not included in the right-of-use asset and operating lease liability and are reflected as an expense in the period incurred. Leases with an initial term of 12 months or less are not recorded on the balance sheet. During the first quarter of 2019, the Company amended its Hampton, New Jersey lease to eliminate 16,200 square feet of space and extend the remaining 33,400 square feet of space for an additional five-year term with an early termination option after three years. The Company recorded an additional right-of-use asset and lease liability of $1.4 million during the first quarter of 2019 for the initial 3 years related to the amendment. Operating lease expense was $0.5 million and $1.2 million for the three and six months ended June 30, 2019, respectively. Variable lease expense was $0.3 million and $0.7 million for the three and six months ended June 30, 2019, respectively. Operating cash flows used for operating leases during the six months ended June 30, 2019 was $0.9 million. As of June 30, 2019, the weighted-average remaining lease term was 2 years and the weighted-average discount rate was 11.3%. Future minimum lease payments under non-cancellable leases as of June 30, 2019 were as follows: Remainder of 2019 $ 1,313 2020 2,171 2021 508 2022 747 2023 311 Total lease payments 5,050 Less imputed interest (645) Present value of operating lease liabilities $ 4,405 Under the prior lease accounting guidance, operating lease obligations, including estimated variable lease obligations, as of December 31, 2018 were as follows: 2019 $ 4,648 2020 3,140 Thereafter — Total lease payments $ 7,788 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 6 Months Ended |
Jun. 30, 2019 | |
Intangible Assets and Goodwill | |
Intangible Assets and Goodwill | (6) Intangible Assets and Goodwill Intangible Assets, Net As a result of the discontinuation of the Glemba program, the Company concluded that the finite-lived intangible asset related to its Amgen Fremont license rights to develop and commercialize Glemba and the indefinite-lived Glemba IPR&D asset were fully impaired and a non-cash impairment charge of $18.7 million was recorded in the first quarter of 2018. Amortization expense related to the finite-lived intangible asset was $0.0 million for the three and six months ended June 30, 2019, and $0.0 million and $0.2 million for the three and six months ended June 30, 2018, respectively. At June 30, 2019 and 2018, the Company recorded indefinite-lived intangible assets of $48.7 million. Indefinite-lived intangible assets consist of acquired in-process research and development (“IPR&D”) related to the development of CDX-3379, the anti-KIT program (including CDX-0159) and the TAM program. CDX-3379 is in Phase 2 development. The anti-KIT and TAM programs are in preclinical development. As of June 30, 2019, none of the Company’s IPR&D assets had reached technological feasibility nor did any have alternative future uses. The Company performs an impairment test on IPR&D assets at least annually, or more frequently if events or changes in circumstances indicate that IPR&D assets may be impaired. Due to the nature of IPR&D projects, the Company may experience future delays or failures to obtain regulatory approvals to conduct clinical trials, failures of such clinical trials or other failures to achieve a commercially viable product, and as a result, may recognize further impairment losses in the future. Goodwill The Company evaluated goodwill for potential impairment due to the discontinuation of the Glemba program in the first quarter of 2018. The carrying amount of the Company was compared to the Company’s fair value. The Company’s fair value assessment reflected a number of significant management assumptions and estimates including the Company’s probability forecasts for pipeline assets, income taxes, capital expenditures, market premium and changes in working capital requirements. Changes in these assumptions and/or discount rates could materially impact the Company’s conclusions. Through this assessment, it was determined that the carrying amount of the Company exceeded its fair value by over $91.0 million. As such, the full goodwill asset was considered impaired and a charge of $91.0 million was recorded during the first quarter of 2018. |
Other Assets
Other Assets | 6 Months Ended |
Jun. 30, 2019 | |
Other Assets | |
Other Assets | (7) Other Assets In 2016, the Company entered into a research and collaboration agreement with an undisclosed private company to access novel technologies and paid $3.5 million to support research activities and make an investment in the private company. The Company recorded $1.8 million to other assets related to this investment and $1.7 million was recorded to research and development expense over the term of the research activities. The stock of the private company does not have a readily determinable fair value, and therefore it is measured at cost less impairment, if any. Based on information received in April 2019, it was determined that there was a deterioration of the private company’s financial condition due to a working capital deficiency and an inability to secure additional funding as of March 31, 2019. Therefore, the Company concluded that the investment was impaired, and a non-cash impairment charge of $1.8 million was recorded during the first quarter of 2019. |
Other Long-Term Liabilities
Other Long-Term Liabilities | 6 Months Ended |
Jun. 30, 2019 | |
Other Long-Term Liabilities | |
Other Long-Term Liabilities | (8) Other Long-Term Liabilities Other long-term liabilities include the following: June 30, 2019 December 31, 2018 (In thousands) Net Deferred Tax Liabilities Related to IPR&D (Note 13) $ 3,007 $ 3,007 Deferred Income From Sale of Tax Benefits 4,014 4,218 Other — 1,083 Contingent Milestones (Note 3) 14,281 13,779 Deferred Revenue (Note 12) 485 1,586 Total 21,787 23,673 Less Current Portion (2,545) (4,526) Long-Term Portion $ 19,242 $ 19,147 In November 2015 and December 2014, the Company received approval from the New Jersey Economic Development Authority and agreed to sell New Jersey tax benefits of $9.8 million and $1.9 million to an independent third party for $9.2 million and $1.8 million, respectively. Under the agreement, the Company must maintain a base of operations in New Jersey for five years or the tax benefits must be paid back on a pro-rata basis based on the number of years completed. The Company recognized $0.0 million and $0.2 million in other income related to the sale of these tax benefits during the three and six months ended June 30, 2019, respectively, and $0.0 million and $0.4 million during the three and six months ended June 30, 2018, respectively. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Stockholders' Equity | |
Stockholders' Equity | (9) Stockholders’ Equity In May 2016, the Company entered into an agreement with Cantor Fitzgerald & Co. (“Cantor”) to allow the Company to issue and sell shares of its common stock having an aggregate offering price of up to $60.0 million from time to time through Cantor, acting as agent. In November 2017, the Company filed a prospectus supplement registering the offer and sale of shares of common stock of up to an additional $75.0 million under the agreement with Cantor. During the six months ended June 30, 2019, the Company issued 2,856,194 shares of common stock under this controlled equity offering sales agreement with Cantor resulting in net proceeds of $11.4 million after deducting commission and offering expenses. At June 30, 2019, the Company had $25.8 million remaining in aggregate gross offering price available under the Cantor agreement. In July 2019, the Company issued 201,687 shares of its common stock resulting in net proceeds to the Company of $0.5 million. The changes in Stockholders’ Equity during the three and six months ended June 30, 2019 and 2018 are summarized below: Accumulated Common Common Additional Other Total Stock Stock Par Paid-In Comprehensive Accumulated Stockholders’ Shares Value Capital Income Deficit Equity (In thousands, except share amounts) Consolidated Balance at December 31, 2018 11,957,635 12 1,083,903 2,583 (962,438) 124,060 Shares Issued under Stock Option and Employee Stock Purchase Plans 3,507 — 9 — — 9 Shares Issued in Connection with Cantor Agreement 883,569 1 4,150 — — 4,151 Share-Based Compensation — — 1,693 — — 1,693 Unrealized Gain on Marketable Securities — — — 19 — 19 Net Loss — — — — (17,239) (17,239) Consolidated Balance at March 31, 2019 12,844,711 13 1,089,755 2,602 (979,677) 112,693 Shares Cancelled under Stock Option and Employee Stock Purchase Plans (222) — — — — — Shares Issued in Connection with Cantor Agreement 1,972,428 2 7,210 — — 7,212 Share-Based Compensation — — 1,464 — — 1,464 Unrealized Gain on Marketable Securities — — — 36 — 36 Net Loss — — — — (11,779) (11,779) Consolidated Balance at June 30, 2019 14,816,917 15 1,098,429 2,638 (991,456) 109,626 Accumulated Common Common Additional Other Total Stock Stock Par Paid-In Comprehensive Accumulated Stockholders’ Shares Value Capital Income Deficit Equity (In thousands, except share amounts) Consolidated Balance at December 31, 2017 9,234,693 9 1,046,313 2,564 (812,517) 236,369 Shares Issued under Stock Option and Employee Stock Purchase Plans 9,453 — 374 — — 374 Shares Issued in Connection with Cantor Agreement 312,802 — 11,689 — — 11,689 Shares Issued in Connection with Kolltan Severance 971 — 38 — — 38 Share-Based Compensation — — 2,488 — — 2,488 Unrealized Loss on Marketable Securities — — — (5) — (5) Adoption of ASC 606 — — — — 1,263 1,263 Net Loss — — — — (118,131) (118,131) Consolidated Balance at March 31, 2018 9,557,919 9 1,060,902 2,559 (929,385) 134,085 Shares Issued in Connection with Cantor Agreement 884,068 1 8,270 — — 8,271 Shares Issued in Connection with Kolltan Severance 1,071 — 19 — — 19 Share-Based Compensation — — 2,048 — — 2,048 Unrealized Gain on Marketable Securities — — — 31 — 31 Net Loss — — — — (16,407) (16,407) Consolidated Balance at June 30, 2018 10,443,058 10 1,071,239 2,590 (945,792) 128,047 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2019 | |
Stock-Based Compensation | |
Stock-Based Compensation | (10) Stock-Based Compensation A summary of stock option activity for the six months ended June 30, 2019 is as follows: Weighted Weighted Average Average Exercise Remaining Price Contractual Shares Per Share Term (In Years) Options Outstanding at December 31, 2018 866,132 $ 93.70 7.1 Granted 863,290 2.78 Exercised — — Canceled (39,348) 131.86 Options Outstanding at June 30, 2019 1,690,074 46.37 8.4 Options Vested and Expected to Vest at June 30, 2019 1,538,046 50.45 8.3 Options Exercisable at June 30, 2019 529,136 132.85 5.7 Shares Available for Grant Under the 2008 Plan 433,391 The weighted average grant-date fair value of stock options granted during the three and six month periods ended June 30, 2019 was $2.09. Stock-based compensation expense for the three and six month periods ended June 30, 2019 and 2018 was recorded as follows: Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 (In thousands) (In thousands) Research and development $ 654 $ 978 $ 1,410 $ 2,289 General and administrative 810 1,070 1,747 2,247 Total stock-based compensation expense $ 1,464 $ 2,048 $ 3,157 $ 4,536 The fair values of employee and director stock options granted during the three and six month periods ended June 30, 2019 and 2018 were valued using the Black-Scholes option pricing model with the following assumptions: Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 Expected stock price volatility 91% 85% 91% 73 - 85% Expected option term 6.0 Years 6.0 Years 6.0 Years 6.0 Years Risk-free interest rate 1.9 – 2.4% 2.9% 1.9 – 2.5% 2.8 – 3.0% Expected dividend yield None None None None |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 6 Months Ended |
Jun. 30, 2019 | |
Accumulated Other Comprehensive Income | |
Accumulated Other Comprehensive Income | (11) Accumulated Other Comprehensive Income The changes in accumulated other comprehensive income, which is reported as a component of stockholders’ equity, for the six months ended June 30, 2019 are summarized below: Unrealized Gain/(Loss) on Marketable Foreign Securities Currency Items Total (In thousands) Balance at December 31, 2018 $ (13) $ 2,596 $ 2,583 Other comprehensive gain 55 — 55 Balance at June 30, 2019 $ 42 $ 2,596 $ 2,638 No amounts were reclassified out of accumulated other comprehensive income during the six months ended June 30, 2019. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2019 | |
Revenue | |
Revenue | (12) Revenue Product Development and Licensing Revenue The Company’s primary product development and licensing revenue is associated with a clinical collaboration agreement with BMS entered into in 2014 to evaluate the safety, tolerability and preliminary efficacy of varlilumab and Opdivo®, BMS’s PD-1 immune checkpoint inhibitor, in a Phase 1/2 study. Under this agreement, BMS made an upfront payment to Celldex of $5.0 million and provides funding for 50% of the external costs incurred by the Company in connection with the clinical trial. The Company recorded $0.1 million and $0.2 million in revenue related to this agreement during the three and six months ended June 30, 2019, respectively, and $1.7 million and $2.6 million during the three and six months ended June 30, 2018, respectively. Contract and Grants Revenue The Company has entered into agreements with Rockefeller University and Duke University pursuant to which the Company performs manufacturing and research and development services on a time-and-materials basis. The Company recognized $0.4 million and $1.5 million in revenue for labor hours and direct costs incurred under these agreements during the three and six months ended June 30, 2019, respectively, and $0.7 million and $1.4 million during the three and six months ended June 30, 2018, respectively. The Company has entered into fixed-fee manufacturing and research and development arrangements with the International AIDS Vaccine Initiative and Frontier Biotechnologies, Inc. The Company recognized $0.1 million and $0.2 million in revenue under these agreements during the three and six months ended June 30, 2019, respectively, and $0.4 million and $2.7 million during the three and six months ended June 30, 2018, respectively. Contract Assets and Liabilities At December 31, 2018 and June 30, 2019, the Company’s right to consideration under all contracts was considered unconditional, and as such, there were no recorded contract assets. At December 31, 2018 and June 30, 2019, the Company had $1.6 million and $0.5 million in contract liabilities recorded, respectively. Revenue recognized from contract liabilities as of December 31, 2018 during the three and six months ended June 30, 2019 was $0.4 million and $1.2 million, respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Taxes | |
Income Taxes | (13) Income Taxes The Company has evaluated the positive and negative evidence bearing upon the realizability of its net deferred tax assets and considered its history of losses, ultimately concluding that it is “more likely than not” that the Company will not recognize the benefits of federal, state and foreign deferred tax assets and, as such, has maintained a full valuation allowance on its deferred tax assets as of June 30, 2019 and December 31, 2018. The net deferred tax liability of $3.0 million at June 30, 2019 and December 31, 2018 relates to the temporary differences associated with the IPR&D intangible assets acquired in previous business combinations and is not deductible for tax purposes. As a result of the discontinuation of the Glemba program, the Company recorded a $0.8 million non-cash income tax benefit during the first quarter of 2018. Massachusetts, New Jersey, Connecticut and Australia are the jurisdictions in which the Company primarily operates or has operated and has income tax nexus. The Company is not currently under examination by these or any other jurisdictions for any tax year. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2019 | |
Net Loss Per Share | |
Net Loss Per Share | (14) Net Loss Per Share Basic net loss per common share is based upon the weighted-average number of common shares outstanding during the period, excluding restricted stock that has been issued but is not yet vested. Diluted net loss per common share is based upon the weighted-average number of common shares outstanding during the period plus additional weighted -average potentially dilutive common shares outstanding during the period when the effect is dilutive. The potentially dilutive common shares that have not been included in the net loss per common share calculations because the effect would have been anti-dilutive are as follows: Six Months Ended June 30, 2019 2018 Stock Options 1,690,074 931,080 Restricted Stock 1,110 4,000 1,691,184 935,080 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Significant Accounting Policies | |
Newly Adopted Accounting Pronouncements | Newly Adopted Accounting Pronouncements On January 1, 2019, the Company adopted a new U.S. GAAP accounting standard which requires that all lessees recognize the assets and liabilities that arise from leases on the balance sheet and disclose qualitative and quantitative information about its leasing arrangements. The new standard was adopted using the modified retrospective transition method, which requires the Company to apply the standard as of the effective date and does not require restatement of prior periods. The Company elected to apply the package of practical expedients, which allowed the Company to not reassess: (i) whether expired or existing contracts contain leases; (ii) lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. Adoption of this standard did not have a material impact on the Company's Consolidated Statement of Operations and Comprehensive Loss or Statement of Cash Flow, however, upon adoption, the Company recorded right-of-use assets of $3.8 million and lease liabilities of $4.7 million on its Consolidated Balance Sheet related to the Company's operating leases. The difference between the right-of-use assets and lease liabilities recorded upon adoption is due to certain adjustments required to the right-of-use assets for prepaid rent and accrued termination expenses. Refer to Note 5 “Leases” for the Company’s updated lease accounting policy and disclosures. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s consolidated financial statements upon adoption. In June 2016, the FASB issued guidance on the Measurement of Credit Losses on Financial Instruments. The guidance requires that credit losses be reported using an expected losses model rather than the incurred losses model that is currently used, and establishes additional disclosures related to credit risks. For available-for-sale debt securities with unrealized losses, the standard now requires allowances to be recorded instead of reducing the amortized cost of the investment. This standard will be effective for the Company on January 1, 2020. The adoption of this standard is not expected to have a material impact on the Company's consolidated financial statements and related disclosures. In August 2018, the FASB issued amendments that modify certain disclosure requirements for fair value measurements. The amendments become effective, including interim periods, beginning January 1, 2020. Early adoption, of all the amendments or only the provisions that eliminate or modify the requirements, is permitted. The adoption of this new guidance is not expected to have a material impact on the Company's consolidated financial statements and related disclosures. In November 2018, the FASB issued guidance to clarify the interaction between the accounting guidance for collaborative arrangements and revenue from contracts with customers. The amendments become effective, including interim periods, beginning January 1, 2020. Early adoption, including adoption in an interim period, is permitted. This guidance is required to be applied retrospectively as of the date of our adoption of the new revenue standard on January 1, 2018. We are currently evaluating the timing of our adoption and the expected impact this guidance could have on our consolidated financial statements and related disclosures. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Measurements | |
Schedule of financial assets and liabilities subject to fair value measurements | As of June 30, 2019 Level 1 Level 2 Level 3 (In thousands) Assets: Money market funds and cash equivalents $ 13,867 — $ 13,867 — Marketable securities 61,598 — 61,598 — $ 75,465 — $ 75,465 — Liabilities: Kolltan acquisition contingent consideration $ 14,281 — — $ 14,281 $ 14,281 — — $ 14,281 As of December 31, 2018 Level 1 Level 2 Level 3 (In thousands) Assets: Money market funds and cash equivalents $ 15,755 — $ 15,755 — Marketable securities 69,712 — 69,712 — $ 85,467 — $ 85,467 — Liabilities: Kolltan acquisition contingent consideration $ 13,779 — — $ 13,779 $ 13,779 — — $ 13,779 |
Schedule of the contingent consideration liabilities measured at fair value using Level 3 inputs | The following table reflects the activity for the Company’s contingent consideration liabilities measured at fair value using Level 3 inputs for the six months ended June 30, 2019 (in thousands): Other Liabilities: Contingent Consideration Balance at December 31, 2018 $ 13,779 Fair value adjustments included in operating expenses 502 Balance at June 30, 2019 $ 14,281 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Marketable Securities | |
Summary of marketable debt securities, classified as available-for-sale | Gross Unrealized Amortized Fair Cost Gains Losses Value (In thousands) June 30, 2019 U.S. government and municipal obligations (maturing in one year or less) $ 27,622 $ 25 $ — $ 27,647 Corporate debt securities (maturing in one year or less) 33,934 17 — 33,951 Total Marketable Securities $ 61,556 $ 42 $ — $ 61,598 December 31,2018 U.S. government and municipal obligations (maturing in one year or less) $ 27,355 $ — $ (4) $ 27,351 Corporate debt securities (maturing in one year or less) 42,370 — (9) 42,361 Total Marketable Securities $ 69,725 $ — $ (13) $ 69,712 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases | |
Schedule of future minimum lease payments under non-cancellable leases | Remainder of 2019 $ 1,313 2020 2,171 2021 508 2022 747 2023 311 Total lease payments 5,050 Less imputed interest (645) Present value of operating lease liabilities $ 4,405 |
Schedule of operating lease obligations, including estimated variable lease obligations as per prior lease accounting guidance as of December 31, 2018 | Under the prior lease accounting guidance, operating lease obligations, including estimated variable lease obligations, as of December 31, 2018 were as follows: 2019 $ 4,648 2020 3,140 Thereafter — Total lease payments $ 7,788 |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Other Long-Term Liabilities | |
Schedule of other long-term liabilities | June 30, 2019 December 31, 2018 (In thousands) Net Deferred Tax Liabilities Related to IPR&D (Note 13) $ 3,007 $ 3,007 Deferred Income From Sale of Tax Benefits 4,014 4,218 Other — 1,083 Contingent Milestones (Note 3) 14,281 13,779 Deferred Revenue (Note 12) 485 1,586 Total 21,787 23,673 Less Current Portion (2,545) (4,526) Long-Term Portion $ 19,242 $ 19,147 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Shareholders' Equity | |
Schedule of Shareholder's equity | Accumulated Common Common Additional Other Total Stock Stock Par Paid-In Comprehensive Accumulated Stockholders’ Shares Value Capital Income Deficit Equity (In thousands, except share amounts) Consolidated Balance at December 31, 2018 11,957,635 12 1,083,903 2,583 (962,438) 124,060 Shares Issued under Stock Option and Employee Stock Purchase Plans 3,507 — 9 — — 9 Shares Issued in Connection with Cantor Agreement 883,569 1 4,150 — — 4,151 Share-Based Compensation — — 1,693 — — 1,693 Unrealized Gain on Marketable Securities — — — 19 — 19 Net Loss — — — — (17,239) (17,239) Consolidated Balance at March 31, 2019 12,844,711 13 1,089,755 2,602 (979,677) 112,693 Shares Cancelled under Stock Option and Employee Stock Purchase Plans (222) — — — — — Shares Issued in Connection with Cantor Agreement 1,972,428 2 7,210 — — 7,212 Share-Based Compensation — — 1,464 — — 1,464 Unrealized Gain on Marketable Securities — — — 36 — 36 Net Loss — — — — (11,779) (11,779) Consolidated Balance at June 30, 2019 14,816,917 15 1,098,429 2,638 (991,456) 109,626 Accumulated Common Common Additional Other Total Stock Stock Par Paid-In Comprehensive Accumulated Stockholders’ Shares Value Capital Income Deficit Equity (In thousands, except share amounts) Consolidated Balance at December 31, 2017 9,234,693 9 1,046,313 2,564 (812,517) 236,369 Shares Issued under Stock Option and Employee Stock Purchase Plans 9,453 — 374 — — 374 Shares Issued in Connection with Cantor Agreement 312,802 — 11,689 — — 11,689 Shares Issued in Connection with Kolltan Severance 971 — 38 — — 38 Share-Based Compensation — — 2,488 — — 2,488 Unrealized Loss on Marketable Securities — — — (5) — (5) Adoption of ASC 606 — — — — 1,263 1,263 Net Loss — — — — (118,131) (118,131) Consolidated Balance at March 31, 2018 9,557,919 9 1,060,902 2,559 (929,385) 134,085 Shares Issued in Connection with Cantor Agreement 884,068 1 8,270 — — 8,271 Shares Issued in Connection with Kolltan Severance 1,071 — 19 — — 19 Share-Based Compensation — — 2,048 — — 2,048 Unrealized Gain on Marketable Securities — — — 31 — 31 Net Loss — — — — (16,407) (16,407) Consolidated Balance at June 30, 2018 10,443,058 10 1,071,239 2,590 (945,792) 128,047 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Stock-Based Compensation | |
Summary of stock option activity | Weighted Weighted Average Average Exercise Remaining Price Contractual Shares Per Share Term (In Years) Options Outstanding at December 31, 2018 866,132 $ 93.70 7.1 Granted 863,290 2.78 Exercised — — Canceled (39,348) 131.86 Options Outstanding at June 30, 2019 1,690,074 46.37 8.4 Options Vested and Expected to Vest at June 30, 2019 1,538,046 50.45 8.3 Options Exercisable at June 30, 2019 529,136 132.85 5.7 Shares Available for Grant Under the 2008 Plan 433,391 |
Schedule of stock-based compensation expense | Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 (In thousands) (In thousands) Research and development $ 654 $ 978 $ 1,410 $ 2,289 General and administrative 810 1,070 1,747 2,247 Total stock-based compensation expense $ 1,464 $ 2,048 $ 3,157 $ 4,536 |
Schedule of assumptions used for the fair value of employee stock options granted | Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 Expected stock price volatility 91% 85% 91% 73 - 85% Expected option term 6.0 Years 6.0 Years 6.0 Years 6.0 Years Risk-free interest rate 1.9 – 2.4% 2.9% 1.9 – 2.5% 2.8 – 3.0% Expected dividend yield None None None None |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accumulated Other Comprehensive Income | |
Summary of changes in accumulated other comprehensive income | Unrealized Gain/(Loss) on Marketable Foreign Securities Currency Items Total (In thousands) Balance at December 31, 2018 $ (13) $ 2,596 $ 2,583 Other comprehensive gain 55 — 55 Balance at June 30, 2019 $ 42 $ 2,596 $ 2,638 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Net Loss Per Share | |
Schedule of potentially dilutive common shares that have not been included in the net loss per common share calculations because the effect would have been anti-dilutive | Six Months Ended June 30, 2019 2018 Stock Options 1,690,074 931,080 Restricted Stock 1,110 4,000 1,691,184 935,080 |
Basis of Presentation (Details)
Basis of Presentation (Details) $ in Thousands | Feb. 08, 2019 | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) |
Basis of Presentation | |||||||
Investments and Cash | $ 81,300 | $ 81,300 | |||||
Net Loss | $ (11,779) | $ (17,239) | $ (16,407) | $ (118,131) | (29,018) | $ (134,538) | |
Net cash used in operations | $ 24,275 | $ 45,417 | |||||
Reverse stock split | 0.067 |
Significant Accounting Polici_3
Significant Accounting Policies - Newly Adopted Accounting Pronouncements (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2019 | Mar. 31, 2019 | Jan. 01, 2019 | |
Newly-Adopted Accounting Pronouncements | |||
Lease, Practical Expedients, Package [true false] | true | ||
Right-of-use assets | $ 3,974 | ||
Lease liabilities | $ 4,405 | ||
ASC 842 | |||
Newly-Adopted Accounting Pronouncements | |||
Right-of-use assets | $ 1,400 | $ 3,800 | |
Lease liabilities | $ 1,400 | $ 4,700 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Liabilities: | ||
Kolltan acquisition contingent consideration | $ 14,281 | $ 13,779 |
Fair value | Level 3 | ||
Liabilities: | ||
Kolltan acquisition contingent consideration | 14,281 | 13,779 |
Fair Value Measurements. | Level 2 | ||
Assets: | ||
Money market funds and cash equivalents | 13,867 | 15,755 |
Marketable securities | 61,598 | 69,712 |
Total financial assets at fair value | 75,465 | 85,467 |
Fair Value Measurements. | Level 3 | ||
Liabilities: | ||
Kolltan acquisition contingent consideration | 14,281 | 13,779 |
Total financial liabilities at fair value | 14,281 | 13,779 |
Fair Value Measurements. | Fair value | ||
Assets: | ||
Money market funds and cash equivalents | 13,867 | 15,755 |
Marketable securities | 61,598 | 69,712 |
Total financial assets at fair value | 75,465 | 85,467 |
Liabilities: | ||
Kolltan acquisition contingent consideration | 14,281 | 13,779 |
Total financial liabilities at fair value | $ 14,281 | $ 13,779 |
Fair Value Measurements - Conti
Fair Value Measurements - Contingent Consideration Liabilities (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Contingent consideration liabilities measured at fair value | |
Balance at beginning of period | $ 13,779 |
Balance at end of period | 14,281 |
Fair value | Level 3 | |
Contingent consideration liabilities measured at fair value | |
Balance at beginning of period | 13,779 |
Fair value adjustments included in operating expenses | 502 |
Balance at end of period | $ 14,281 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Nov. 29, 2016 | |
Fair value measurements | |||||
Gain (loss) on fair value remeasurement of contingent consideration | $ 1,017 | $ 7,433 | $ (502) | $ 21,033 | |
Kolltan | Specified development, regulatory approvals or sales-based milestones | |||||
Fair value measurements | |||||
Milestone payments | $ 127,500 | ||||
Fair value | |||||
Fair value measurements | |||||
Assets level 1 to level 2 transfers | 0 | 0 | |||
Assets level 2 to level 1 transfers | 0 | 0 | |||
Liabilities level 1 to level 2 transfers | 0 | 0 | |||
Liabilities level 2 to level 1 transfers | $ 0 | 0 | |||
Asset transfer out of level 3 | 0 | ||||
Asset transfer into level 3 | 0 | ||||
Liabilities transfers out of level 3 | 0 | ||||
Liabilities transfers into level 3 | $ 0 |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Amortized Cost | ||
Amortized Cost | $ 61,556 | $ 69,725 |
Gross Unrealized Gains | ||
Gross Unrealized Gains | 42 | |
Gross Unrealized Losses | ||
Gross Unrealized Losses | (13) | |
Fair Value | ||
Fair Value | 61,598 | 69,712 |
U.S. government and municipal obligations | ||
Amortized Cost | ||
Maturing in one year or less | 27,622 | 27,355 |
Gross Unrealized Gains | ||
Maturing in one year or less | 25 | |
Gross Unrealized Losses | ||
Maturing in one year or less | (4) | |
Fair Value | ||
Maturing in one year or less | 27,647 | 27,351 |
Corporate debt securities | ||
Amortized Cost | ||
Maturing in one year or less | 33,934 | 42,370 |
Gross Unrealized Gains | ||
Maturing in one year or less | 17 | |
Gross Unrealized Losses | ||
Maturing in one year or less | (9) | |
Fair Value | ||
Maturing in one year or less | $ 33,951 | $ 42,361 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Marketable Securities | ||
Number of investment-grade securities in unrealized loss position over 12 months | $ 0 | $ 0 |
Accrued interest | $ 100 | $ 100 |
Leases (Details)
Leases (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($)ft² | Jun. 30, 2019USD ($) | Jan. 01, 2019USD ($) | |
Leases | ||||
Lessor, Operating Lease, Existence of Option to Extend [true false] | true | |||
Lessor, Operating Lease, Existence of Option to Terminate [true false] | true | |||
Lease to eliminate | ft² | 16,200 | |||
lease to extend | ft² | 33,400 | |||
lease to additional term | 5 years | |||
lease to termination term | 3 years | |||
Lease liabilities | $ 4,405 | $ 4,405 | ||
Right-of-use assets | 3,974 | 3,974 | ||
Lease term related to amendment | 3 years | |||
Operating lease expense | 500 | 1,200 | ||
Variable lease expense | $ 300 | 700 | ||
Operating lease payments | $ 900 | |||
Weighted-average remaining lease term | 2 years | 2 years | ||
Weighted-average discount rate | 11.30% | 11.30% | ||
ASC 842 | ||||
Leases | ||||
Lease liabilities | $ 1,400 | $ 4,700 | ||
Right-of-use assets | $ 1,400 | $ 3,800 |
Leases - Future minimum lease p
Leases - Future minimum lease payments under non-cancellable leases (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Operating lease liabilities, payments due | |
Remainder of 2019 | $ 1,313 |
2020 | 2,171 |
2021 | 508 |
2022 | 747 |
2023 | 311 |
Total lease payments | 5,050 |
Less imputed interest | (645) |
Present value of operating lease liabilities | $ 4,405 |
Leases - Operating lease obliga
Leases - Operating lease obligations under prior lease accounting guidance (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Operating lease obligations under prior lease accounting guidance | |
2019 | $ 4,648 |
2020 | 3,140 |
Total lease payments | $ 7,788 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill - Intangible Assets, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Intangible assets | |||||
Amortization of Acquired Intangible Assets | $ 0 | $ 0 | $ 0 | $ 224 | |
Indefinite-lived intangible assets | $ 48,700 | $ 48,700 | $ 48,700 | $ 48,700 | |
License Rights | |||||
Intangible assets | |||||
Non-cash impairment charge, finite lived | $ 18,700 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2018 | |
Goodwill | |||
Goodwill asset impaired | $ 90,976 | ||
Glemba | |||
Goodwill | |||
Amount of carrying amount in excess of fair value amount | $ 91,000 | ||
Goodwill asset impaired | $ 91,000 |
Other Assets (Details)
Other Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2016 | |
Other Assets | ||
Cash paid to support research activities and investment in private company | $ 3.5 | |
Other assets related to investment in undisclosed private company | 1.8 | |
Other assets related to research and development expense | $ 1.7 | |
Non-cash impairment charge on investments | $ 1.8 |
Other Long-Term Liabilities (De
Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Other Long-Term Liabilities | ||
Net Deferred Tax Liabilities Related to IPR&P (Note 13) | $ 3,007 | $ 3,007 |
Deferred Income From Sale of Tax Benefits | 4,014 | 4,218 |
Other | 1,083 | |
Contingent Milestones (Note 3) | 14,281 | 13,779 |
Deferred Revenue | 485 | 1,586 |
Total | 21,787 | 23,673 |
Less Current Portion | (2,545) | (4,526) |
Long-Term Portion | $ 19,242 | $ 19,147 |
Other Long-Term Liabilities- Ne
Other Long-Term Liabilities- New Jersey tax benefits (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Nov. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Investment and other income | $ 478 | $ 466 | $ 1,180 | $ 1,245 | ||
New Jersey tax benefits | ||||||
Amount of tax benefit | $ 9,800 | $ 1,900 | ||||
Proceeds from sale of tax credits | $ 9,200 | $ 1,800 | ||||
Base of operations requirement (in years) | 5 years | |||||
Investment and other income | $ 0 | $ 0 | $ 200 | $ 400 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Jul. 31, 2019 | Nov. 30, 2017 | May 31, 2016 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Common Stock | |||||||||
Aggregate offering price stock sale | $ 60,000 | ||||||||
Additional offering price stock sale authorized | $ 75,000 | ||||||||
Net proceeds from sale of common stock | $ 11,363 | $ 19,960 | |||||||
Common Stock | |||||||||
Common Stock | |||||||||
Shares Issued in Connection with Cantor Agreement (in shares) | 1,972,428 | 883,569 | 884,068 | 312,802 | 2,856,194 | ||||
Aggregate gross offering price available | $ 25,800 | $ 25,800 | |||||||
Net proceeds from sale of common stock | $ 11,400 | ||||||||
Common Stock | Subsequent Event | |||||||||
Common Stock | |||||||||
Common stock issued (in shares) | 201,687 | ||||||||
Net proceeds from sale of common stock | $ 500 |
Stockholders' Equity - Changes
Stockholders' Equity - Changes in Stockholders' equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Increase (Decrease) in Stockholders' Equity | ||||||
Period Start Balance | $ 112,693 | $ 124,060 | $ 134,085 | $ 236,369 | $ 124,060 | $ 236,369 |
Balance (in shares) | 11,957,635 | 11,957,635 | ||||
Shares Issued under Stock Option and Employee Stock Purchase Plans | $ 9 | 374 | ||||
Shares Issued in Connection with Cantor Agreement | 7,212 | 4,151 | 8,271 | 11,689 | ||
Shares Issued in Connection with Kolltan Severance | 19 | 38 | ||||
Share-Based Compensation | 1,464 | 1,693 | 2,048 | 2,488 | ||
Unrealized Gain/(Loss) on Marketable Securities | 36 | 19 | 31 | (5) | $ 55 | 26 |
Net Loss | (11,779) | (17,239) | (16,407) | (118,131) | (29,018) | (134,538) |
Period End Balance | $ 109,626 | 112,693 | 128,047 | 134,085 | $ 109,626 | 128,047 |
Balance (in shares) | 14,816,917 | 14,816,917 | ||||
ASC 606 | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||
Adoption of ASC 606 | 1,263 | |||||
Common Stock | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||
Period Start Balance | $ 13 | $ 12 | $ 9 | $ 9 | $ 12 | $ 9 |
Balance (in shares) | 12,844,711 | 11,957,635 | 9,557,919 | 9,234,693 | 11,957,635 | 9,234,693 |
Shares Issued under Stock Option and Employee Stock Purchase Plans (in shares) | 3,507 | 9,453 | ||||
Shares Cancelled under Stock Option and Employee Stock Purchase Plans (in shares) | (222) | |||||
Shares Issued in Connection with Cantor Agreement | $ 2 | $ 1 | $ 1 | |||
Shares Issued in Connection with Cantor Agreement (in shares) | 1,972,428 | 883,569 | 884,068 | 312,802 | 2,856,194 | |
Shares Issued in Connection with Kolltan Severance (in shares) | 1,071 | 971 | ||||
Period End Balance | $ 15 | $ 13 | $ 10 | $ 9 | $ 15 | $ 10 |
Balance (in shares) | 14,816,917 | 12,844,711 | 10,443,058 | 9,557,919 | 14,816,917 | 10,443,058 |
Additional Paid-In Capital | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||
Period Start Balance | $ 1,089,755 | $ 1,083,903 | $ 1,060,902 | $ 1,046,313 | $ 1,083,903 | $ 1,046,313 |
Shares Issued under Stock Option and Employee Stock Purchase Plans | 9 | 374 | ||||
Shares Issued in Connection with Cantor Agreement | 7,210 | 4,150 | 8,270 | 11,689 | ||
Shares Issued in Connection with Kolltan Severance | 19 | 38 | ||||
Share-Based Compensation | 1,464 | 1,693 | 2,048 | 2,488 | ||
Period End Balance | 1,098,429 | 1,089,755 | 1,071,239 | 1,060,902 | 1,098,429 | 1,071,239 |
Accumulated Other Comprehensive Income. | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||
Period Start Balance | 2,602 | 2,583 | 2,559 | 2,564 | 2,583 | 2,564 |
Unrealized Gain/(Loss) on Marketable Securities | 36 | 19 | 31 | (5) | ||
Period End Balance | 2,638 | 2,602 | 2,590 | 2,559 | 2,638 | 2,590 |
Accumulated Deficit | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||
Period Start Balance | (979,677) | (962,438) | (929,385) | (812,517) | (962,438) | (812,517) |
Net Loss | (11,779) | (17,239) | (16,407) | (118,131) | ||
Period End Balance | $ (991,456) | $ (979,677) | $ (945,792) | (929,385) | $ (991,456) | $ (945,792) |
Accumulated Deficit | ASC 606 | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||
Adoption of ASC 606 | $ 1,263 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock option activity (Details) - Stock options - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Shares | ||
Options Outstanding at beginning of the period (in shares) | 866,132 | |
Granted (in shares) | 863,290 | |
Canceled (in shares) | (39,348) | |
Options Outstanding at the end of the period (in shares) | 1,690,074 | 866,132 |
Options Vested and Expected to Vest at the end of the period (in shares) | 1,538,046 | |
Options Exercisable at the end of the period (in shares) | 529,136 | |
Shares Available for Grant Under the 2008 Plan | 433,391 | |
Weighted Average Exercise Price Per Share | ||
Options Outstanding at beginning of the period (in dollars per share) | $ 93.70 | |
Granted (in dollars per share) | 2.78 | |
Canceled (in dollars per share) | 131.86 | |
Options Outstanding at the end of the period (in dollars per share) | 46.37 | $ 93.70 |
Options Vested and Expected to Vest at the end of the period (in dollars per share) | 50.45 | |
Options Exercisable at the end of the period (in dollars per share) | $ 132.85 | |
Weighted Average Remaining Contractual Term (In Years) | ||
Options Outstanding at the end of the period | 8 years 4 months 24 days | 7 years 1 month 6 days |
Options Vested and Expected to Vest at the end of the period | 8 years 3 months 18 days | |
Options Exercisable at the end of the period | 5 years 8 months 12 days |
Stock-Based Compensation - Expe
Stock-Based Compensation - Expenses (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Stock-based compensation expense | ||||
Stock-based compensation expense | $ 1,464 | $ 2,048 | $ 3,157 | $ 4,536 |
Stock options | ||||
Stock-based compensation expense | ||||
Weighted average grant-date fair value (in dollars per share) | $ 2.09 | $ 2.09 | ||
Research and development | ||||
Stock-based compensation expense | ||||
Stock-based compensation expense | $ 654 | 978 | $ 1,410 | 2,289 |
General and administrative | ||||
Stock-based compensation expense | ||||
Stock-based compensation expense | $ 810 | $ 1,070 | $ 1,747 | $ 2,247 |
Stock-Based Compensation - Valu
Stock-Based Compensation - Valuation (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Black-Scholes option with following assumptions: | ||||
Expected stock price volatility (as a percent) | 91.00% | 85.00% | 91.00% | |
Expected stock price volatility, minimum (as a percent) | 73.00% | |||
Expected stock price volatility, maximum (as a percent) | 85.00% | |||
Expected option term | 6 years | 6 years | 6 years | 6 years |
Risk-free interest rate (as a percent) | 2.90% | |||
Risk-free interest rate, minimum (as a percent) | 1.90% | 1.90% | 2.80% | |
Risk-free interest rate, maximum (as a percent) | 2.40% | 2.50% | 3.00% | |
Expected dividend yield (as a percent) | 0.00% | 0.00% | 0.00% | 0.00% |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Accumulated Other Comprehensive Income | |
Period Start Balance | $ 124,060 |
Period End Balance | 109,626 |
Amounts reclassified from AOCI | 0 |
Unrealized Gain/(Loss) on Marketable Securities | |
Accumulated Other Comprehensive Income | |
Period Start Balance | (13) |
Other comprehensive gain | 55 |
Period End Balance | 42 |
Foreign Currency Items | |
Accumulated Other Comprehensive Income | |
Period Start Balance | 2,596 |
Period End Balance | 2,596 |
Accumulated Other Comprehensive Income. | |
Accumulated Other Comprehensive Income | |
Period Start Balance | 2,583 |
Other comprehensive gain | 55 |
Period End Balance | $ 2,638 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2014 | Dec. 31, 2018 | |
Revenue | ||||||
Contract liability | $ 485 | $ 485 | $ 1,586 | |||
Revenues | 715 | $ 2,763 | 2,140 | $ 6,834 | ||
Revenue, contract liabilities | 400 | 1,200 | ||||
Product Development and Licensing Agreements | ||||||
Revenue | ||||||
Revenues | 195 | 1,667 | 325 | 2,662 | ||
Contracts and Grants | ||||||
Revenue | ||||||
Revenues | 520 | 1,096 | 1,815 | 4,172 | ||
Bristol-Myers Squibb Company | Product Development and Licensing Agreements | ||||||
Revenue | ||||||
Reimbursement of external costs (as percent) | 50.00% | |||||
Revenues | 100 | 1,700 | 200 | 2,600 | ||
Revenue, contract liabilities | $ 5,000 | |||||
IAVI & Frontier | Contracts and Grants | ||||||
Revenue | ||||||
Revenues | 100 | 400 | 200 | 2,700 | ||
Rockefeller and Duke | Contracts and Grants | ||||||
Revenue | ||||||
Revenues | $ 400 | $ 700 | $ 1,500 | $ 1,400 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Jun. 30, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | |
Net Deferred Tax Liabilities related to IPR&D | $ 3,007 | $ 3,007 | ||
Income tax expense (benefit) | $ (765) | |||
Glemba | IPR&D | ||||
Income tax expense (benefit) | $ (800) |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - shares | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Net loss per share | ||
Potentially dilutive common shares not been included in net loss per common share calculations because the effect would have been anti-dilutive | 1,691,184 | 935,080 |
Stock options | ||
Net loss per share | ||
Potentially dilutive common shares not been included in net loss per common share calculations because the effect would have been anti-dilutive | 1,690,074 | 931,080 |
Restricted Stock | ||
Net loss per share | ||
Potentially dilutive common shares not been included in net loss per common share calculations because the effect would have been anti-dilutive | 1,110 | 4,000 |