Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 06, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | XOMA Corp | |
Entity Central Index Key | 791,908 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 118,584,036 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | |
Current assets: | |||
Cash and cash equivalents | $ 50,957 | $ 78,445 | [1] |
Trade and other receivables, net | 2,649 | 3,309 | [1] |
Prepaid expenses and other current assets | 2,117 | 1,859 | [1] |
Total current assets | 55,723 | 83,613 | [1] |
Property and equipment, net | 4,455 | 5,120 | [1] |
Other assets | 665 | 669 | [1] |
Total assets | 60,843 | 89,402 | [1] |
Current liabilities: | |||
Accounts payable | 4,322 | 5,990 | [1] |
Accrued and other liabilities | 7,441 | 9,892 | [1] |
Deferred revenue - current | 1,786 | 1,089 | [1] |
Interest bearing obligations - current | 15,793 | 19,018 | [1] |
Accrued interest on interest bearing obligations - current | 332 | 257 | [1] |
Total current liabilities | 29,674 | 36,246 | [1] |
Deferred revenue - long-term | 732 | 1,939 | [1] |
Interest bearing obligations - long-term | 32,211 | 16,290 | [1] |
Contingent warrant liabilities | 28,956 | 31,828 | [1] |
Other liabilities - long term | 556 | 0 | [1] |
Total liabilities | $ 92,129 | $ 86,303 | [1] |
Commitments and Contingencies (Note 7 and Note 9) | |||
Stockholders' (deficit) equity : | |||
Preferred stock, $0.05 par value, 1,000,000 shares authorized, 0 issued and outstanding | $ 0 | $ 0 | [1] |
Common stock, $0.0075 par value, 277,333,332 shares authorized, 117,969,465 and 115,892,450 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively | 885 | 869 | [1] |
Additional paid-in capital | 1,132,783 | 1,121,707 | [1] |
Accumulated deficit | (1,164,954) | (1,119,477) | [1] |
Total stockholders' (deficit) equity | (31,286) | 3,099 | [1] |
Total liabilities and stockholders' (deficit) equity | $ 60,843 | $ 89,402 | [1] |
[1] | The condensed consolidated balance sheet as of December 31, 2014 has been derived from the audited consolidated financial statements as of that date included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014. |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Stockholders' (deficit) equity : | ||
Preferred stock, par value (in dollars per share) | $ 0.05 | $ 0.05 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0075 | $ 0.0075 |
Common stock, shares authorized (in shares) | 277,333,332 | 277,333,332 |
Common stock, shares issued (in shares) | 117,969,465 | 115,892,450 |
Common stock, shares outstanding (in shares) | 117,969,465 | 115,892,450 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues: | ||||
License and collaborative fees | $ 945 | $ 1,201 | $ 1,207 | $ 2,164 |
Contract and other | 1,594 | 4,772 | 3,983 | 7,219 |
Total revenues | 2,539 | 5,973 | 5,190 | 9,383 |
Operating expenses: | ||||
Research and development | 19,692 | 19,590 | 39,696 | 41,136 |
Selling, general and administrative | 5,060 | 5,160 | 10,280 | 10,414 |
Restructuring | 0 | 0 | 0 | 84 |
Total operating expenses | 24,752 | 24,750 | 49,976 | 51,634 |
Loss from operations | (22,213) | (18,777) | (44,786) | (42,251) |
Other income (expense): | ||||
Interest expense | (1,007) | (1,110) | (2,123) | (2,236) |
Other income (expense), net | (363) | 27 | 1,648 | (61) |
Revaluation of contingent warrant liabilities | (176) | 7,963 | (216) | 27,964 |
Net loss | $ (23,759) | $ (11,897) | $ (45,477) | $ (16,584) |
Basic net loss per share of common stock (in dollars per share) | $ (0.20) | $ (0.11) | $ (0.39) | $ (0.16) |
Diluted net loss per share of common stock (in dollars per share) | $ (0.20) | $ (0.17) | $ (0.39) | $ (0.38) |
Shares used in computing basic net loss per share of common stock (in shares) | 117,540 | 106,927 | 116,870 | 106,545 |
Shares used in computing diluted net loss per share of common stock (in shares) | 117,540 | 114,126 | 116,870 | 115,048 |
Other comprehensive loss: | ||||
Net loss | $ (23,759) | $ (11,897) | $ (45,477) | $ (16,584) |
Net unrealized (loss) gain on available-for-sale securities | 0 | (1) | 0 | 7 |
Comprehensive loss | $ (23,759) | $ (11,898) | $ (45,477) | $ (16,577) |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | ||
Cash flows from operating activities: | |||
Net loss | $ (45,477) | $ (16,584) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 902 | 941 | |
Common stock contribution to 401(k) | 986 | 870 | |
Stock-based compensation expense | 6,354 | 6,348 | |
Revaluation of contingent warrant liabilities | 216 | (27,964) | |
Amortization of debt discount, final payment fee on debt, and debt issuance costs | 656 | 1,362 | |
Loss on loan extinguishment | 429 | 0 | |
Unrealized gain on foreign currency exchange | (1,571) | (241) | |
Unrealized loss on foreign exchange options | 6 | 239 | |
Other non-cash adjustments | 0 | (2) | |
Changes in assets and liabilities: | |||
Trade and other receivables, net | 660 | (1,728) | |
Prepaid expenses and other current assets | (258) | (491) | |
Accounts payable and accrued liabilities | (3,954) | (5,179) | |
Accrued interest on interest bearing obligations | 210 | (1,570) | |
Deferred revenue | (342) | (1,019) | |
Other liabilities | 556 | (81) | |
Net cash used in operating activities | (40,627) | (45,099) | |
Cash flows from investing activities: | |||
Proceeds from maturities of investments | 0 | 10,000 | |
Net purchase of property and equipment | (406) | (80) | |
Net cash (used in) provided by investing activities | (406) | 9,920 | |
Cash flows from financing activities: | |||
Proceeds from issuance of common stock, net of issuance costs | 211 | 3,213 | |
Proceeds from exercise of warrants | 1 | 35 | |
Proceeds from issuance of long term debt | 20,000 | 0 | |
Debt issuance costs and loan fees | (512) | 0 | |
Principal payments of debt | (6,128) | (3,833) | |
Net cash provided by (used in) financing activities | 13,572 | (585) | |
Effect of exchange rate changes on cash | (27) | 0 | |
Net decrease in cash and cash equivalents | (27,488) | (35,764) | |
Cash and cash equivalents at the beginning of the period | 78,445 | [1] | 101,659 |
Cash and cash equivalents at the end of the period | 50,957 | 65,895 | |
Cash paid for: | |||
Interest | 792 | 2,413 | |
Non-cash financing activities: | |||
Reclassification of contingent warrant liability to equity upon exercise of warrants | (3,088) | (2,526) | |
Interest added to principal balances on long-term debt | 159 | 157 | |
Issuance of common stock warrants in connection with Hercules Term Loan | $ 450 | $ 0 | |
[1] | The condensed consolidated balance sheet as of December 31, 2014 has been derived from the audited consolidated financial statements as of that date included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014. |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2015 | |
Description of Business [Abstract] | |
Description of Business | 1. Description of Business XOMA Corporation (“XOMA” or the “Company”), a Delaware corporation combines a portfolio of late-stage clinical programs and research activities to develop innovative therapeutic antibodies that it intends to commercialize. XOMA focuses its scientific research on allosteric modulation, which offers opportunities for new classes of therapeutic antibodies to treat a wide range of human diseases. XOMA’s therapeutic antibody product candidates include gevokizumab (IL-1 beta modulating antibody), which is being developed with Servier, its partner for gevokizumab, through a global Phase 3 clinical development program and ongoing proof-of-concept studies in other IL-1-mediated diseases. On July 22, 2015, the Company announced the Phase 3 EYEGUARD-B study of gevokizumab in patients with Behçet’s disease uveitis, run by its partner Servier, did not meet the primary endpoint of time to first acute ocular exacerbation. XOMA’s scientific research also has produced product candidates to treat diseases within the endocrine therapeutic area. These include candidates from the XMet platform, which consists of several Selective Insulin Receptor Modulators antibodies that could offer new approaches in the treatment of metabolic diseases. XOMA’s endocrine portfolio also includes a Phase 2 ready product candidate targeting the prolactin receptor as well as other research stage programs. The Company’s products are presently in various stages of development and are subject to regulatory approval before they can be commercially launched. Liquidity and Management Plans The Company has incurred operating losses since its inception and had an accumulated deficit of $1.2 billion at June 30, 2015. Management expects operating losses and negative cash flows to continue for the foreseeable future. As of June 30, 2015, the Company had $51.0 million in cash and cash equivalents, which is available to fund future operations. Taking into account the repayment of its outstanding debt classified within current liabilities on the Company’s condensed consolidated balance sheet at June 30, 2015, the Company anticipates that it will be required to increase the level of collaborative revenues or seek additional equity or debt financing to fund its operations through the next 12 months. If the Company is unable to achieve the level of revenues from licensing, development and collaboration agreements and the level of government funding and external financing during the next 12 months, as contemplated in its operating plan, the Company has plans to implement certain cost cutting actions commencing in the third quarter of 2015 to reduce its working capital requirements. Consistent with the actions the Company has taken in the past, it will prioritize necessary and appropriate steps to enable the continued operation of the business and preservation of the value of its assets beyond the next twelve months, including but not limited to actions such as reducing personnel-related costs, curtailing of the Company’s development activities and reducing other discretionary expenditures that are within the Company’s control. These reductions in expenditures may have an adverse impact on the Company’s ability to achieve certain of its planned objectives during this time period. In addition to seeking equity or debt financing, the Company may seek to access additional capital to support future operations through licensing, partnering or other strategic collaborative arrangements. It is unclear if or when any such transactions will occur, on satisfactory terms or at all. The Company’s ability to raise additional capital in the equity and debt markets, should the Company choose to do so, is dependent on a number of factors, including, but not limited to, the market demand for the Company’s common stock, which itself is subject to a number of pharmaceutical development and business risks and uncertainties, as well as the uncertainty that the Company would be able to raise such additional capital at a price or on terms that are favorable to the Company. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Basis of Presentation and Significant Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | 2. Basis of Presentation and Significant Accounting Policies Basis of Presentation The condensed consolidated financial statements include the accounts of XOMA and its subsidiaries. All intercompany accounts and transactions among consolidated entities were eliminated during consolidation. The unaudited financial statements were prepared in accordance with accounting principles generally accepted (“GAAP”) in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X with regards to the preparation of interim financial information. As permitted under those rules certain footnotes or other financial information can be condensed or omitted. These financial statements and related disclosures have been prepared with the assumption that users of the interim financial information have read or have access to the audited financial statements for the preceding fiscal year. Accordingly, these statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the U.S. Securities and Exchange Commission (“SEC”) on March 11, 2015. These financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, that are necessary for a fair statement of the Company’s financial information. The interim results Use of Estimates The preparation of financial statements in conformity with GAAP in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures. On an on-going basis, management evaluates its estimates including, but not limited to, those related to contingent warrant liabilities, revenue recognition, debt amendments, research and development expense, long-lived assets, derivative instruments, legal contingencies, and stock-based compensation. The Company bases its estimates on historical experience and on various other market-specific and other relevant assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ significantly from these estimates, such as the Company’s billing under government contracts and the Company’s accrual for clinical trial expenses. Under the Company’s contracts with the National Institute of Allergy and Infectious Diseases (“NIAID”), a part of the National Institutes of Health (“NIH”), the Company bills using NIH provisional rates and thus is subject to future audits at the discretion of NIAID’s contracting office. These audits can result in an adjustment to revenue previously reported which potentially could be significant. The Company’s accrual for clinical trials is based on estimates of the services received and efforts expended pursuant to contracts with clinical trial centers and clinical research organizations. Payments under the contracts depend on factors such as the achievement of certain events, successful enrollment of patients, and completion of portions of the clinical trial or similar conditions. Reclassifications Certain reclassifications of prior period amounts have been made to the financial statements and accompanying notes to conform to the current period presentation. These reclassifications had no impact on the Company’s previously reported net loss or cash flows. The Company early adopted Accounting Standards Update (“ASU”) 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs . Revenue Recognition Revenue is recognized when the four basic criteria of revenue recognition are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. The determination of criteria (2) is based on management’s judgments regarding whether a continuing performance obligation exists. The determination of criteria (3) and (4) are based on management’s judgments regarding the nature of the fee charged for products or services delivered and the collectability of those fees. Allowances are established for estimated uncollectible amounts, if any. The Company recognizes revenue from its license and collaboration arrangements, contract services, product sales and royalties. Revenue arrangements with multiple elements are divided into separate units of accounting if certain criteria are met, including whether the delivered element has stand-alone value to the customer. Each deliverable in the arrangement is evaluated to determine whether it meets the criteria to be accounted for as a separate unit of accounting or whether it should be combined with other deliverables. In order to account for the multiple-element arrangements, the Company identifies the deliverables included within the arrangement and evaluates which deliverables represent separate units of accounting. Analyzing the arrangement to identify deliverables requires the use of judgment, and each deliverable may be an obligation to deliver services, a right or license to use an asset, or another performance obligation. The consideration received is allocated among the separate units of accounting based on their respective fair values and the applicable revenue recognition criteria are applied to each of the separate units. Advance payments received in excess of amounts earned are classified as deferred revenue until earned. License and Collaborative Fees Revenue from non-refundable up-front license, technology access or other payments under license and collaborative agreements where the Company has a continuing obligation to perform is recognized as revenue over the estimated period of the continuing performance obligation. The Company estimates the performance period at the inception of the arrangement and reevaluates it each reporting period. Management makes its best estimate of the period over which it expects to fulfill the performance obligations, which may include clinical development activities. Given the uncertainties of research and development collaborations, significant judgment is required to determine the duration of the performance period. This reevaluation may shorten or lengthen the period over which the remaining revenue is recognized. Changes to these estimates are recorded on a prospective basis. License and collaboration agreements with certain third parties also provide for contingent payments to be paid to XOMA based solely upon the performance of the partner. For such contingent payments revenue is recognized upon completion of the milestone event, once confirmation is received from the third party, provided that collection is reasonably assured and the other revenue recognition criteria have been satisfied. Milestone payments that are not substantive or that require a continuing performance obligation on the part of the Company are recognized over the expected period of the continuing performance obligation. Amounts received in advance are recorded as deferred revenue until the related milestone is completed. Contract and Other Revenues Contract revenue for research and development involves the Company providing research and development and manufacturing services to collaborative partners, biodefense contractors or others. Cost reimbursement revenue under collaborative agreements is recorded as Contract and Other Revenues and is recognized as the related research and development costs are incurred, as provided for under the terms of these agreements. Revenue for certain contracts is accounted for by a proportional performance, or output-based, method where performance is based on estimated progress toward elements defined in the contract. The amount of contract revenue and related costs recognized in each accounting period are based on management’s estimates of the proportional performance during the period. Adjustments to estimates based on actual performance are recognized on a prospective basis and do not result in reversal of revenue should the estimate to complete be extended. Up-front fees associated with contract revenue are recorded as License and Collaborative Fees and are recognized in the same manner as the final deliverable, which is generally ratably over the period of the continuing performance obligation. Given the uncertainties of research and development collaborations, significant judgment is required to determine the duration of the arrangement. Royalty revenue and royalty receivables are recorded in the periods these royalty amounts are earned, including when collection is reasonably assured. The royalty revenue and receivables recorded in these instances are based upon communication with collaborative partners or licensees, historical information and forecasted sales trends. Research and Development Expenses The Company expenses research and development costs as incurred. Research and development expenses consist of direct costs such as salaries and related personnel costs, and material and supply costs, and research-related allocated overhead costs, such as facilities costs. In addition, research and development expenses include costs related to clinical trials. From time to time, research and development expenses may include upfront fees and milestones paid to collaborative partners for the purchase of rights to in-process research and development. Such amounts are expensed as incurred. The Company’s accrual for clinical trials is based on estimates of the services received and efforts expended pursuant to contracts with clinical trial centers and clinical research organizations. The Company may terminate these contracts upon written notice and is generally only liable for actual effort expended by the organizations to the date of termination, although in certain instances the Company may be further responsible for termination fees and penalties. The Company makes estimates of its accrued expenses as of each balance sheet date based on the facts and circumstances known to the Company at that time. Expenses resulting from clinical trials are recorded when incurred based, in part on estimates as to the status of the various trials. Warrants The Company has issued warrants to purchase shares of its common stock in connection with financing activities. The Company accounts for some of these warrants as a liability at fair value on an ongoing basis and others as equity at fair value. The fair value of the outstanding warrants is estimated using the Black-Scholes Option Pricing Model (the “Black-Scholes Model”). The Black-Scholes Model requires inputs such as the expected term of the warrants, expected volatility and risk-free interest rate. These inputs are subjective and require significant analysis and judgment to develop. For the estimate of the expected term, the Company uses the full remaining contractual term of the warrant. The Company determines the expected volatility assumption in the Black-Scholes Model based on historical stock price volatility observed on XOMA’s underlying stock. The assumptions associated with contingent warrant liabilities are reviewed each reporting period and changes in the estimated fair value of these contingent warrant liabilities are recognized in revaluation of contingent warrant liabilities within the consolidated statements of comprehensive loss. Concentration of Risk Cash equivalents and receivables are financial instruments, which potentially subject the Company to concentrations of credit risk, as well as liquidity risk for certain cash equivalents, such as money market funds. The Company has not encountered any liquidity issues during 2015. The Company has not experienced any significant credit losses and does not generally require collateral on receivables. For the three and six months ended June 30, 2015, two customers represented 48% and 21%, and 60% and 23% of total revenue, respectively. For the three and six months ended June 30, 2014, two customers represented 60% and 26%, and 55% and 31% of total revenue, respectively. As of June 30, 2015 and December 31, 2014, two customers represented 62% and 24% and three customers represented 44%, 34% and 12% of the trade and other receivables balance, respectively. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued guidance codified in Accounting Standards Codification (“ASC”) 606, Revenue Recognition — Revenue from Contracts with Customers Revenue Recognition In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In April 2015, the FASB issued ASU 2015-03, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The Company early adopted ASU 2015-03 as of January 2015, as permitted. There is no impact of early adoption of ASU 2015-03 on the condensed consolidated statements of comprehensive loss. The impact of early adoption on the condensed consolidated balance sheets for the periods presented is noted in the table below (in thousands): June 30, 2015 December 31, 2014 Prior to Adoption of ASU 2015-03 ASU 2015-03 Adjustment As Adopted Prior to Adoption of ASU 2015-03 ASU 2015-03 Adjustment As Adopted Prepaid expenses and other current assets $ 2,305 $ (188 ) $ 2,117 $ 2,088 $ (229 ) $ 1,859 Total current assets $ 55,911 $ (188 ) $ 55,723 $ 83,842 $ (229 ) $ 83,613 Other assets $ 931 $ (266 ) $ 665 $ 669 $ - $ 669 Total assets $ 61,297 $ (454 ) $ 60,843 $ 89,631 $ (229 ) $ 89,402 Interest bearing obligations – current $ 15,981 $ (188 ) $ 15,793 $ 19,247 $ (229 ) $ 19,018 Total current liabilities $ 29,862 $ (188 ) $ 29,674 $ 36,475 $ (229 ) $ 36,246 Interest bearing obligations – long-term $ 32,477 $ (266 ) $ 32,211 $ 16,290 $ - $ 16,290 Total liabilities $ 92,583 $ (454 ) $ 92,129 $ 86,532 $ (229 ) $ 86,303 |
Condensed Consolidated Financia
Condensed Consolidated Financial Statements Detail | 6 Months Ended |
Jun. 30, 2015 | |
Condensed Consolidated Financial Statements Detail [Abstract] | |
Condensed Consolidated Financial Statements Detail | 3. Condensed Consolidated Financial Statements Detail Net Loss Per Share of Common Stock Basic net loss per share of common stock is based on the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share of common stock is based on the weighted average number of shares of common stock outstanding during the period, adjusted to include the assumed conversion of certain stock options, restricted stock units (“RSUs”), and warrants for common stock. Potentially dilutive securities are excluded from the calculation of diluted net loss per share of common stock if their inclusion is anti-dilutive. The following table shows the total outstanding securities considered anti-dilutive and therefore excluded from the computation of diluted net loss per share of common stock (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Common stock options and RSUs 8,362 7,939 7,850 6,576 Warrants for common stock 19,087 1,910 19,087 1,910 Total 27,449 9,849 26,937 8,486 The following is a reconciliation of the numerators and denominators of the basic and diluted net loss per share of common stock (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Numerator Net loss Basic $ (23,759 ) $ (11,897 ) $ (45,477 ) $ (16,584 ) Adjustment for revaluation of contingent warrant liabilities - (7,616 ) - (27,150 ) Diluted $ (23,759 ) $ (19,513 ) $ (45,477 ) $ (43,734 ) Denominator Weighted average shares outstanding used for basic net loss per share 117,540 106,927 116,870 106,545 Effect of dilutive warrants - 7,199 - 8,503 Weighted average shares outstanding and dilutive securities used for diluted net loss per share 117,540 114,126 116,870 115,048 Cash and Cash Equivalents As of June 30, 2015, cash and cash equivalents consisted of demand deposits of $18.9 million and money market funds of $32.1 million with maturities of less than 90 days at the date of purchase. As of December 31, 2014, cash and cash equivalents consisted of demand deposits of $10.8 million and money market funds of $67.6 million with maturities of less than 90 days at the date of purchase. Accrued and Other Liabilities Accrued and other liabilities consisted of the following (in thousands): June 30, December 31, Accrued payroll and other benefits $ 2,851 $ 3,061 Accrued management incentive compensation 2,300 4,295 Accrued clinical trial costs 1,081 1,424 Other 1,209 1,112 Total $ 7,441 $ 9,892 Contingent Warrant Liabilities In December 2014, in connection with a registered direct offering to select institutional investors, the Company issued two-year warrants to purchase up to an aggregate of 8,097,165 shares of XOMA’s common stock at an exercise price of $7.90 per share. These warrants contain provisions that are contingent on the occurrence of a change in control, which could conditionally obligate the Company to repurchase the warrants for cash in an amount equal to their fair value using the Black-Scholes Model on the date of such change in control. Due to these provisions, the Company accounts for the warrants issued in December 2014 as a liability at fair value. In addition, the estimated fair value of the liability related to the warrants is revalued at each reporting period until the earlier of the exercise of the warrants, at which time the liability will be reclassified to stockholders’ equity, or expiration of the warrants. As of December 31, 2014, 8,097,165 of these warrants were outstanding and had a fair value of $5.2 million. The Company revalued the warrant liability at June 30, 2015 using the Black-Scholes Model and recorded a $1.2 million decrease in the fair value as a gain in the revaluation of contingent warrant liabilities line of the Company’s condensed consolidated statements of comprehensive loss. The decrease in liability is due primarily to the decrease in the remaining term of the warrants, partially offset by the increase in the market price of XOMA’s common stock at June 30, 2015 as compared to December 31, 2014. At June 30, 2015, warrants to purchase 8,097,165 shares were outstanding and had a fair value of $4.0 million. In March 2012, in connection with an underwritten offering, the Company issued five-year warrants to purchase 14,834,577 shares of XOMA’s common stock at an exercise price of $1.76 per share. These warrants contain provisions that are contingent on the occurrence of a change in control, which could conditionally obligate the Company to repurchase the warrants for cash in an amount equal to their fair value using the Black-Scholes Model on the date of such change in control. Due to these provisions, the Company accounts for the warrants issued in March 2012 as a liability at fair value. In addition, the estimated liability related to the warrants is revalued at each reporting period until the earlier of the exercise of the warrants, at which time the liability will be reclassified to stockholders' equity, or expiration of the warrants. At December 31, 2014, warrants to purchase 12,109,418 shares were outstanding and had a fair value of $26.7 million. The Company revalued the warrant liability at June 30, 2015 using the Black-Scholes Model and recorded a $1.4 million increase in the fair value as a loss in the revaluation of contingent warrant liabilities line of the Company’s condensed consolidated statements of comprehensive loss. This increase in liability is due primarily to the increase in the market price of XOMA’s common stock at June 30, 2015 compared to December 31, 2014. During the six months ended June 30, 2015, warrants to purchase 1,603,325 of common stock were exercised, of which 1,602,575 were cashless exercises, resulting in an issuance of 855,128 shares of common stock. The Company revalued the warrants immediately prior to the exercise dates and recognized $0.5 million as a gain from the revaluation of contingent warrant liabilities. The remaining balance of $3.1 million was reclassified from contingent warrant liabilities to stockholders’ (deficit) equity on its condensed consolidated balance sheet due to the exercise of the warrants. At June 30, 2015, 10,506,093 of the warrants were outstanding and had a fair value of $25.0 million. In February 2010, in connection with an underwritten offering, the Company issued five-year warrants to purchase 1,260,000 shares of XOMA’s common stock at an exercise price of $10.50 per share. The warrants contain provisions that are contingent on the occurrence of a change in control, which could conditionally obligate the Company to repurchase the warrants for cash in an amount equal to their fair value using the Black-Scholes Model on the date of such change in control. Due to these provisions, the Company accounted for the warrants as liabilities at fair value. At December 31, 2014, all of these warrants were outstanding and their fair value was de minimis. All of these warrants expired unexercised in February 2015. |
Collaborative and Other Agreeme
Collaborative and Other Agreements | 6 Months Ended |
Jun. 30, 2015 | |
Collaborative and Other Agreements [Abstract] | |
Collaborative and Other Agreements | 4. Collaborative and Other Agreements Servier In December 2010, the Company entered into a license and collaboration agreement (“Collaboration Agreement”) with Servier, to jointly develop and commercialize gevokizumab in multiple indications. Under the terms of the agreement, Servier has worldwide rights to cardiovascular disease and diabetes indications and has rights outside the United States and Japan to all other indications, including non-infectious intermediate, posterior or pan-uveitis (“NIU”), Behçet’s disease uveitis, pyoderma gangrenosum, and other inflammatory and oncology indications. Under this agreement, Servier will fund all activities to advance the global clinical development and future commercialization of gevokizumab in cardiovascular-related diseases and diabetes. Also, Servier funded the first $50.0 million of gevokizumab global clinical development and chemistry, manufacturing and controls expenses related to the three pivotal clinical trials under the EYEGUARD program. All remaining expenses related to these three pivotal clinical trials are shared equally between Servier and the Company. For the three and six months ended June 30, 2015 and 2014, the Company recorded revenue of $0.3 million and $0.9 million, and $1.1 million and $2.0 million, respectively, from this Collaboration Agreement. On January 9, 2015, concurrent with a loan amendment (see Note 6), the Company and Servier entered into Amendment No. 2 to the Collaboration Agreement (“Collaboration Amendment”). Under the Collaboration Agreement, the Company was eligible to receive up to approximately €356.5 million in the aggregate in milestone payments if the Company re-acquired cardiovascular and/or diabetes rights for use in the United States, and approximately €633.8 million in aggregate milestone payments if the Company did not re-acquire those rights. Under the Collaboration Amendment, the Company is eligible to receive up to €341.5 million in the aggregate in milestone payments in the event the Company re-acquires the cardiovascular and/or diabetes rights for use in the United States and approximately €618.8 million if the Company does not re-acquire those rights. The milestone reductions are related to a low prevalence indication for which Servier would not have pursued development had these payments been required. All other terms of the Collaboration Agreement remain unchanged. Also refer to Note 9. Symplmed Pharmaceuticals In July 2013, the Company transferred the development and commercialization rights of PRESTALIA® to Symplmed Pharmaceuticals (“Symplmed”). On January 26, 2015, Symplmed announced that the Food and Drug Administration (“FDA”) approved PRESTALIA® (perindopril arginine and amlodipine) tablets, originally licensed from Servier by XOMA, for the treatment of hypertension. In July 2015, Symplmed announced it has initiated commercial sales of PRESTALIA. Pursuant to the transfer agreement with Symplmed, the Company is eligible to receive royalties of 3% to 10% on any potential sales of PRESTALIA in the United States. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | 5. Fair Value Measurements Fair value is defined as the exchange price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting guidance for fair value establishes a framework for measuring fair value and a fair value hierarchy that prioritizes the inputs used in valuation techniques. The accounting standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following: Level 1 – Observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs, either directly or indirectly, other than quoted prices in active markets for similar assets or liabilities, that are not active or other inputs that are not observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities; therefore, requiring an entity to develop its own valuation techniques and assumptions. The following tables set forth the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2015 and December 31, 2014 as follows (in thousands): Fair Value Measurements at June 30, 2015 Using Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (Level 1) (Level 2) (Level 3) Total Assets: Money market funds (1) $ 32,079 $ - $ - $ 32,079 Liabilities: Contingent warrant liabilities $ - $ - $ 28,956 $ 28,956 Fair Value Measurements at December 31, 2014 Using Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (Level 1) (Level 2) (Level 3) Total Assets: Money market funds (1) $ 67,569 $ - $ - $ 67,569 Foreign exchange options (2) - 6 - 6 Total $ 67,569 $ 6 $ - $ 67,575 Liabilities: Contingent warrant liabilities $ - $ - $ 31,828 $ 31,828 (1) Included in cash and cash equivalents (2) Included in other assets During the six-month period ended June 30, 2015, there were no transfers between Level 1, Level 2, or Level 3 assets or liabilities reported at fair value on a recurring basis and the valuation techniques used did not change compared to the Company’s established practice. The estimated fair value of the foreign exchange options as of June 30, 2015, was de minimus. The estimated fair value of the foreign exchange options at June 30, 2015, and December 31, 2014, was determined using readily observable market inputs from actively quoted markets obtained from various third-party data providers. These inputs, such as spot rate, forward rate and volatility have been derived from readily observable market data, meeting the criteria for Level 2 in the fair value hierarchy. The change in the fair value is recorded in the other income (expense), net line of the condensed consolidated statements of comprehensive loss. The estimated fair value of the contingent warrant liabilities at June 30, 2015, and December 31, 2014, was determined using the Black-Scholes Model, which requires inputs such as the expected term of the warrants, volatility and risk-free interest rate. These inputs are subjective and generally require analysis and judgment to develop. The Company’s common stock price represents a significant input that affects the valuation of the warrants. The change in the fair value is recorded as a gain or loss in the revaluation of contingent warrant liabilities line of the condensed consolidated statements of comprehensive loss. The estimated fair value of the contingent warrant liabilities was estimated using the following range of assumptions at June 30, 2015, and December 31, 2014: June 30, December 31, Expected volatility 69.8% - 70.9 % 69.6% - 72.9 % Risk-free interest rate 0.29% - 0.69 % 0.03% - 0.67 % Expected term 1.44 - 1.69 years 0.09 - 2.19 years The following table provides a summary of changes in the fair value of the Company’s Level 3 financial liabilities for the six months ended June 30, 2015 (in thousands): Balance at December 31, 2014 $ 31,828 Reclassification of contingent warrant liability to equity upon exercise of warrants (3,088 ) Net increase in estimated fair value of contingent warrant liabilities upon revaluation 216 Balance at June 30, 2015 $ 28,956 The fair value of the Company’s outstanding interest bearing obligations is estimated using the net present value of the payments, discounted at an interest rate that is consistent with market interest rates, which is a Level 2 input. The carrying amount and the estimated fair value of the Company’s outstanding interest bearing obligations at June 30, 2015, and December 31, 2014, are as follows (in thousands): June 30, 2015 December 31, 2014 Carrying Amount Fair Value Carrying Amount Fair Value Interest bearing obligations $ 48,004 $ 49,686 $ 35,308 $ 36,461 |
Long-Term Debt and Other Financ
Long-Term Debt and Other Financings | 6 Months Ended |
Jun. 30, 2015 | |
Long-Term Debt and Other Financings [Abstract] | |
Long-Term Debt and Other Financings | 6. Long-Term Debt and Other Financings Novartis Note In May 2005, the Company executed a secured note agreement with Novartis AG (“Novartis”) (then Chiron Corporation), which was due and payable in full in June 2015. Under the note agreement, the Company borrowed semi-annually to fund up to 75% of the Company’s research and development and commercialization costs under its collaboration arrangement with Novartis, not to exceed $50.0 million in aggregate principal amount. Interest on the principal amount of the loan accrued at six-month LIBOR plus 2%, which was equal to 2.44% at June 30, 2015. At the Company’s election, the semi-annual interest payments could be added to the outstanding principal amount, in lieu of a cash payment, as long as the aggregate principal amount did not exceed $50.0 million. The Company made this election for all interest payments. Loans under the note agreement were secured by the Company’s interest in its collaboration with Novartis, including any payments owed to it thereunder. Pursuant to the terms of the arrangement as restructured in November 2008, the Company did not make any additional borrowings under the Novartis note. In June 2015, the Company and Novartis agreed to extend the maturity date of the note agreement from June 21, 2015, to September 30, 2015 (the “June 2015 Extension Letter”). The Company determined the June 2015 Extension Letter resulted in a debt modification. As a result, the note will continue to be accounted for using the effective interest method, with a new effective interest rate based on revised cash flows calculated on a prospective basis upon the execution of the June 2015 Extension Letter. As there was no cash or other consideration paid upon modification, the effective interest rate is equal to the stated interest rate of the note, which is based on the six-month LIBOR plus 2%, or 2.44%. As of June 30, 2015, and December 31, 2014, the outstanding principal balance under this note agreement was $13.5 million and $13.4 million, respectively, and was included in interest bearing obligations – current in the accompanying condensed consolidated balance sheets. Servier Loan In December 2010, in connection with the license and collaboration agreement entered into with Servier, the Company executed a loan agreement with Servier (the “Servier Loan Agreement”), which provided for an advance of up to €15.0 million. The loan was fully funded in January 2011, with the proceeds converting to approximately $19.5 million. The loan is secured by an interest in XOMA’s intellectual property rights to all gevokizumab indications worldwide, excluding certain rights in the U.S. and Japan. Interest is calculated at a floating rate based on a Euro Inter-Bank Offered Rate (“EURIBOR”) and subject to a cap. The interest rate is reset semi-annually in January and July of each year. The interest rate for the initial interest period was 3.22% and has been reset semi-annually ranging from 2.31% to 3.83%. Interest for the six-month period from mid-January 2015 through mid-July 2015 was reset to 2.16%. Interest is payable semi-annually. In January 2015, the Company paid $0.2 million in accrued interest to Servier. On January 9, 2015, Servier and the Company entered into Amendment No. 2 (“Loan Amendment”) to the Servier Loan Agreement initially entered into on December 30, 2010 and subsequently amended by a Consent, Transfer, Assumption and Amendment Agreement entered into as of August 12, 2013. The Loan Amendment extended the maturity date of the loan from January 13, 2016 to three tranches of principal to be repaid as follows: €3.0 million on January 15, 2016, €5.0 million on January 15, 2017, and €7.0 million on January 15, 2018. All other terms of the Loan Agreement remain unchanged. The loan will be immediately due and payable upon certain customary events of default. The Company determined that the Loan Amendment resulted in a loan modification. In connection with the Loan Amendment, the Company incurred debt issuance costs of approximately $6,000 that were included in interest expense for the six months ended June 30, 2015. Upon issuance, the loan had a stated interest rate lower than the market rate based on comparable loans held by similar companies, which represents additional value to the Company. The Company recorded this additional value as a discount to the face value of the loan amount, at its fair value of $8.9 million. The fair value of this discount, which was determined using a discounted cash flow model, represents the differential between the stated terms and rates of the loan, and market rates. Based on the association of the loan with the collaboration arrangement, the Company recorded the offset to this discount as deferred revenue. The loan discount is amortized to interest expense under the effective interest method over the remaining life of the loan. The loan discount balance at the time of the Loan Amendment was $1.9 million, which is being amortized over the remaining term of the Loan Amendment. The Company recorded non-cash interest expense resulting from the amortization of the loan discount of $0.2 million and $0.3 million, and $0.5 million and $0.9 million, for the three and six months ended June 30, 2015 and 2014, respectively. At June 30, 2015 and December 31, 2014, the net carrying value of the loan was $15.2 million and $16.2 million, respectively. For the three and six months ended June 30, 2014, the Company recorded unrealized foreign exchange losses of $26,000 and $32,000, respectively, related to the re-measurement of the loan discount. For the three and six months ended June 30, 2015, the Company recorded an unrealized foreign exchange loss of $35,000 and an unrealized foreign exchange gain of $0.2 million, respectively, related to the re-measurement of the loan discount. The Company believes that realization of the benefit and the associated deferred revenue is contingent on the loan remaining outstanding over the remaining contractual term of the loan. If the Company were to stop providing service under the collaboration arrangement and the arrangement is terminated, the maturity date of the loan would be accelerated and a portion of measured benefit would not be realized. As the realization of the benefit is contingent, in part, on the provision of future services, the Company is recognizing the deferred revenue over the expected remaining life of the loan. The deferred revenue is amortized under the effective interest method. For the three and six months ended June 30, 2015 and 2014, the Company recorded related non-cash revenue of $0.2 million and $0.3 million, and $0.5 million and $0.9 million, respectively. The outstanding principal balance under this loan was $16.6 million and $18.2 million, using a euro to US dollar exchange Rate of 1.109 and 1.216, as of June 30, 2015 and December 31, 2014, respectively. The Company recorded unrealized foreign exchange gains of $0.2 million for both the three and six months ended June 30, 2014. The Company recorded an unrealized foreign exchange loss of $0.4 million and an unrealized foreign exchange gain of $1.6 million for the three and six months ended June 30, 2015, respectively, related to the re-measurement of the loan. General Electric Capital Corporation (“GECC”) Term Loan In December 2011, the Company entered into a loan agreement (the “GECC Loan Agreement”) with GECC, under which GECC agreed to make a term loan in an aggregate principal amount of $10.0 million (the “Term Loan”) to the Company, and upon execution of the GECC Loan Agreement, GECC funded the Term Loan. In connection with the GECC Loan Agreement, the Company issued to GECC unregistered warrants that entitle GECC to purchase up to an aggregate of 263,158 unregistered shares of XOMA common stock at an exercise price equal to $1.14 per share. These warrants were exercisable immediately upon issuance and have a five-year term expiring in December 2016. In connection with a September 27, 2012 amendment of the GECC Loan Agreement, the Company issued to GECC unregistered stock purchase warrants, which entitle GECC to purchase up to an aggregate of 39,346 shares of XOMA common stock at an exercise price equal to $3.54 per share. These warrants were exercisable immediately upon issuance and have a five-year term expiring in September 2017. The Company allocated the aggregate initial proceeds of the GECC Term Loan between the warrants and the debt obligation based on their relative fair values. The fair value of the warrants issued to GECC was determined using the Black-Scholes Model. The fair value of the warrants with the GECC Loan Agreement and the subsequent September 27, 2012 amendment had fair values of $0.2 million and $0.1 million, respectively, and were recorded as a discount to the debt obligation, which was amortized over the term of the loan using the effective interest method. The warrants are classified in permanent equity on the condensed consolidated balance sheets. The GECC Term Loan was paid in full on February 27, 2015, when Hercules Technology Growth Capital, Inc. (“Hercules”) and the Company entered into a loan and security agreement (the “Hercules Term Loan”), under which the Company borrowed $20.0 million. The Company used a portion of the proceeds under the Hercules Term Loan to repay GECC’s outstanding principle balance, final payment fee, prepayment fee, and accrued interest totaling $5.5 million. A loss on extinguishment of $0.4 million from the payoff of the GECC Term Loan was recognized as interest expense during the six months ended June 30, 2015. Hercules Term Loan On February 27, 2015 (“Closing Date”), the Company entered into the Hercules Term Loan as described in the section above. The Hercules Term Loan has a variable interest rate that is the greater of either (i) 9.40% plus the prime rate as reported from time to time in The Wall Street Journal minus 7.25%, or (ii) 9.40%. The payments under the Hercules Term Loan are interest only until one month prior to July 1, 2016, which will be extended to October 1, 2016, if the Company achieves certain clinical milestones on or before July 1, 2016. The interest-only period will be followed by equal monthly payments of principal and interest amortized over a 30-month schedule through the scheduled maturity date of September 1, 2018. As security for its obligations under the Hercules Term Loan, the Company granted a security interest in substantially all of its existing and after-acquired assets, excluding its intellectual property assets. If the Company prepays the loan prior to the loan maturity date, it will pay Hercules a prepayment charge, based on a prepayment fee equal to 3.00% of the amount prepaid, if the prepayment occurs in any of the first 12 months following the Closing Date, 2.00% of the amount prepaid, if the prepayment occurs after 12 months from the Closing Date but prior to 24 months from the Closing Date, and 1.00% of the amount prepaid if the prepayment occurs after 24 months from the Closing Date. The Hercules Term Loan includes customary affirmative and restrictive covenants, but does not include any financial maintenance covenants, and also includes standard events of default, including payment defaults. Upon the occurrence of an event of default, a default interest rate of an additional 5% may be applied to the outstanding loan balances, and Hercules may declare all outstanding obligations immediately due and payable and take such other actions as set forth in the Hercules Term Loan. The Company incurred debt issuance costs of $0.5 million in connection with the Hercules Term Loan. The Company will be required to pay a final payment fee equal to $1.2 million on the maturity date, or such earlier date as the term loan is paid in full. The debt issuance costs and final payment fee are being amortized and accreted, respectively, to interest expense over the term of the term loan using the effective interest method. The Company recorded non-cash interest expense resulting from the amortization of the loan discount and accretion of the final payment of $0.1 million and $0.2 million for the three and six months ended June 30, 2015, respectively. In connection with the Hercules Term Loan, the Company issued unregistered warrants that entitle Hercules to purchase up to an aggregate of 181,268 unregistered shares of XOMA common stock at an exercise price equal to $3.31 per share. These warrants were exercisable immediately and have a five-year term expiring in February 2020. The Company allocated the aggregate proceeds of the Hercules Term Loan between the warrants and the debt obligation. The fair value of the warrants issued to Hercules of $0.5 million was determined using the Black-Scholes Model and was recorded as a discount to the debt obligation. The debt discount is being amortized over the term of the loan using the effective interest method. The warrants are classified in stockholders’ equity on the condensed consolidated balance sheets. The Company evaluated the Hercules Term Loan in accordance with accounting guidance for derivatives and determined there was de minimis value to the identified derivative features of the loan at inception and June 30, 2015. As of June 30, 2015, the outstanding principal balance of the Hercules Term Loan was $20.0 million. Aggregate future principal, final payment fees and discounts of the Company’s total interest bearing obligations - long-term as of June 30, 2015, are as follows (in thousands): Six months ending December 31, 2015 $ 14,746 Year ended 2016 9,118 Year ended 2017 14,787 Year ended 2018 18,016 56,667 Less: Interest, final payment fee, discount and issuance cost (8,663 ) 48,004 Less: current portion (15,793 ) $ 32,211 Interest Expense Amortization of debt issuance costs and discounts are included in interest expense. Interest expense in the condensed consolidated statements of comprehensive loss for the three and six months ended June 30, 2015 and 2014, relates to the following debt instruments (in thousands : Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Hercules loan $ 652 $ - $ 886 $ - Servier loan 272 600 527 1,188 GECC term loan - 423 548 870 Novartis note 80 78 159 155 Other 3 9 3 23 Total interest expense $ 1,007 $ 1,110 $ 2,123 $ 2,236 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Collaborative Agreements, Royalties and Milestone Payments The Company is obligated to pay royalties, ranging from 0.5% to 5% of the selling price of certain licensed components and up to 40% of any sublicense fees to various universities and other research institutions based on future sales or licensing of products that incorporate certain products and technologies developed by those institutions. In addition, the Company has committed to make potential future “milestone” payments to third parties as part of licensing and development programs. Payments under these agreements become due and payable only upon the achievement of certain developmental, regulatory and/or commercial milestones. Because it is uncertain if and when these milestones will be achieved, such contingencies, aggregating up to $76.5 million (assuming one product per contract meets all milestones events) have not been recorded on the accompanying condensed consolidated balance sheets. The Company is unable to determine precisely when and if payment obligations under the agreements will become due as these obligations are based on milestone events, the achievement of which is subject to a significant number of risks and uncertainties. |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Jun. 30, 2015 | |
Stock-based Compensation [Abstract] | |
Stock-based Compensation | 8. Stock-based Compensation In the first half of 2015, the Board of Directors of the Company approved grants under the Company’s Long Term Incentive Plan for stock options to purchase an aggregate of 1,636,639 shares and an aggregate of 1,586,017 RSUs to certain employees of the Company. The stock options vest monthly over four years, and the RSUs vest annually over three years, in equal increments. In May 2015, the Company’s stockholders approved the Employee Stock Purchase Plan (the “2015 ESPP”). Under the 2015 ESPP, the Company reserved 300,000 shares of common stock for issuance as of its effective date of July 1, 2015, subject to adjustment in the event of a stock split, stock dividend, combination or reclassification or similar event. The 2015 ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 10% of their eligible compensation, subject to any plan limitations. The 2015 ESPP provides for six-month offering periods ending on May 31 and November 30 of each year, with the exception of the first offering period, which lasts from July 1, 2015 through November 30, 2015, as transition from the Company’s legacy employee stock purchase plan. At the end of each offering period, employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the last day of the offering period. The Company recognizes compensation expense for all stock-based payment awards made to the Company’s employees, consultants and directors based on estimated fair values. Compensation expense is recognized from the grant date to the earlier of the retirement-eligible date or the vesting date. The valuation of stock option awards is determined at the date of grant using the Black-Scholes Model. This model requires inputs such as the expected term of the option, expected volatility and risk-free interest rate. To establish an estimate of expected term, the Company considers the vesting period and contractual period of the award and its historical experience of stock option exercises, post-vesting cancellations and volatility. The estimate of expected volatility is based on the Company’s historical volatility. The risk-free rate is based on the yield available on U.S. Treasury zero-coupon issues. The forfeiture rate impacts the amount of aggregate compensation for both stock options and RSUs. To establish an estimate of forfeiture rate, the Company considers its historical experience of option forfeitures and terminations. The fair value of the stock options granted during the three and six months ended June 30, 2015 and 2014, was estimated based on the following weighted average assumptions: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Dividend yield 0 % 0 % 0 % 0 % Expected volatility 81 % 91 % 82 % 93 % Risk-free interest rate 1.65 % 1.68 % 1.40 % 1.71 % Expected term 5.6 years 5.6 years 5.6 years 5.6 years Stock option activity for the six months ended June 30, 2015, was as follows: Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Outstanding at January 1, 2015 7,702,309 $ 8.15 Granted 1,636,639 3.74 Exercised (104,438 ) 1.54 Forfeited, expired or cancelled (771,854 ) 21.84 Outstanding at June 30, 2015 8,462,656 $ 6.13 7.24 $ 4,107 Vested and expected to vest at June 30, 2015 8,118,591 $ 6.20 7.16 $ 4,054 Exercisable at June 30, 2015 5,172,965 $ 7.15 6.20 $ 3,179 The valuation of RSUs is determined at the date of grant using the closing stock price. Unvested RSU activity for the six months ended June 30, 2015, is summarized below: Number of Shares Weighted- Average Grant- Date Fair Value Unvested balance at January 1, 2015 1,953,879 $ 5.46 Granted 1,586,017 3.78 Vested (881,832 ) 4.86 Forfeited 139,308 4.54 Unvested balance at June 30, 2015 2,797,372 $ 4.65 The following table shows total stock-based compensation expense included in the condensed consolidated statements of comprehensive loss for the three and six months ended June 30, 2015 and 2014 (in thousands): Three Months Ended June 30 Six Months Ended June 30, 2015 2014 2015 2014 Research and development $ 1,399 $ 953 $ 3,595 $ 3,359 Selling, general and administrative 1,290 1,471 2,759 2,989 Total stock-based compensation expense $ 2,689 $ 2,424 $ 6,354 $ 6,348 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. Subsequent Events On July 22, 2015, the Company announced the Phase 3 EYEGUARD-B study of gevokizumab in patients with Behçet’s disease uveitis, run by its partner Servier, did not meet the primary endpoint of time to first acute ocular exacerbation. On August 6, 2015, the Company announced it intends to reduce future external spending on the EYEGUARD program and implement organizational changes in the second half of 2015. The Company is continuing to evaluate the size and scope of the organizational changes and, consequently is unable to determine the impact on the Company’s financial statements. Legal Proceedings On July 24, 2015, a purported securities class action lawsuit was filed in the United States District Court for the Northern District of California (Case No. 3:15-cv-3425) against the Company, its Chief Executive Officer and its Chief Medical Officer. The complaint asserts that all defendants violated Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and SEC Rule 10b-5, by making materially false or misleading statements regarding the Company’s EYEGUARD-B study between November 6, 2014 and July 21, 2015. The plaintiffs also allege that Messrs. Varian and Rubin violated Section 20(a) of the Exchange Act. The plaintiffs seek class certification, an award of unspecified compensatory damages, an award of reasonable costs and expenses, including attorneys’ fees, and other further relief as the Court may deem just and proper. Based on a review of the allegations, the Company believes that the plaintiffs’ allegations are without merit, and intends to vigorously defend against the claims. On July 29, 2015, Medpace, Inc. (“Medpace”) filed a claim against the Company in the Ohio Court of Common Pleas, Hamilton County. The complaint seeks to recover payment for services allegedly provided by Medpace to the Company during 2012-2013 in connection with preparation of a new drug application and seeks damages of approximately $465,000 (inclusive of claimed contractual pre-judgement interest). The Company contests that Medpace is entitled to any payment in connection with the services allegedly provided and is in the process of preparing an answer to the complaint. |
Basis of Presentation and Sig15
Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Basis of Presentation and Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements include the accounts of XOMA and its subsidiaries. All intercompany accounts and transactions among consolidated entities were eliminated during consolidation. The unaudited financial statements were prepared in accordance with accounting principles generally accepted (“GAAP”) in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X with regards to the preparation of interim financial information. As permitted under those rules certain footnotes or other financial information can be condensed or omitted. These financial statements and related disclosures have been prepared with the assumption that users of the interim financial information have read or have access to the audited financial statements for the preceding fiscal year. Accordingly, these statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the U.S. Securities and Exchange Commission (“SEC”) on March 11, 2015. These financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, that are necessary for a fair statement of the Company’s financial information. The interim results |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures. On an on-going basis, management evaluates its estimates including, but not limited to, those related to contingent warrant liabilities, revenue recognition, debt amendments, research and development expense, long-lived assets, derivative instruments, legal contingencies, and stock-based compensation. The Company bases its estimates on historical experience and on various other market-specific and other relevant assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ significantly from these estimates, such as the Company’s billing under government contracts and the Company’s accrual for clinical trial expenses. Under the Company’s contracts with the National Institute of Allergy and Infectious Diseases (“NIAID”), a part of the National Institutes of Health (“NIH”), the Company bills using NIH provisional rates and thus is subject to future audits at the discretion of NIAID’s contracting office. These audits can result in an adjustment to revenue previously reported which potentially could be significant. The Company’s accrual for clinical trials is based on estimates of the services received and efforts expended pursuant to contracts with clinical trial centers and clinical research organizations. Payments under the contracts depend on factors such as the achievement of certain events, successful enrollment of patients, and completion of portions of the clinical trial or similar conditions. |
Reclassifications | Reclassifications Certain reclassifications of prior period amounts have been made to the financial statements and accompanying notes to conform to the current period presentation. These reclassifications had no impact on the Company’s previously reported net loss or cash flows. The Company early adopted Accounting Standards Update (“ASU”) 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs . |
Revenue Recognition | Revenue Recognition Revenue is recognized when the four basic criteria of revenue recognition are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. The determination of criteria (2) is based on management’s judgments regarding whether a continuing performance obligation exists. The determination of criteria (3) and (4) are based on management’s judgments regarding the nature of the fee charged for products or services delivered and the collectability of those fees. Allowances are established for estimated uncollectible amounts, if any. The Company recognizes revenue from its license and collaboration arrangements, contract services, product sales and royalties. Revenue arrangements with multiple elements are divided into separate units of accounting if certain criteria are met, including whether the delivered element has stand-alone value to the customer. Each deliverable in the arrangement is evaluated to determine whether it meets the criteria to be accounted for as a separate unit of accounting or whether it should be combined with other deliverables. In order to account for the multiple-element arrangements, the Company identifies the deliverables included within the arrangement and evaluates which deliverables represent separate units of accounting. Analyzing the arrangement to identify deliverables requires the use of judgment, and each deliverable may be an obligation to deliver services, a right or license to use an asset, or another performance obligation. The consideration received is allocated among the separate units of accounting based on their respective fair values and the applicable revenue recognition criteria are applied to each of the separate units. Advance payments received in excess of amounts earned are classified as deferred revenue until earned. License and Collaborative Fees Revenue from non-refundable up-front license, technology access or other payments under license and collaborative agreements where the Company has a continuing obligation to perform is recognized as revenue over the estimated period of the continuing performance obligation. The Company estimates the performance period at the inception of the arrangement and reevaluates it each reporting period. Management makes its best estimate of the period over which it expects to fulfill the performance obligations, which may include clinical development activities. Given the uncertainties of research and development collaborations, significant judgment is required to determine the duration of the performance period. This reevaluation may shorten or lengthen the period over which the remaining revenue is recognized. Changes to these estimates are recorded on a prospective basis. License and collaboration agreements with certain third parties also provide for contingent payments to be paid to XOMA based solely upon the performance of the partner. For such contingent payments revenue is recognized upon completion of the milestone event, once confirmation is received from the third party, provided that collection is reasonably assured and the other revenue recognition criteria have been satisfied. Milestone payments that are not substantive or that require a continuing performance obligation on the part of the Company are recognized over the expected period of the continuing performance obligation. Amounts received in advance are recorded as deferred revenue until the related milestone is completed. Contract and Other Revenues Contract revenue for research and development involves the Company providing research and development and manufacturing services to collaborative partners, biodefense contractors or others. Cost reimbursement revenue under collaborative agreements is recorded as Contract and Other Revenues and is recognized as the related research and development costs are incurred, as provided for under the terms of these agreements. Revenue for certain contracts is accounted for by a proportional performance, or output-based, method where performance is based on estimated progress toward elements defined in the contract. The amount of contract revenue and related costs recognized in each accounting period are based on management’s estimates of the proportional performance during the period. Adjustments to estimates based on actual performance are recognized on a prospective basis and do not result in reversal of revenue should the estimate to complete be extended. Up-front fees associated with contract revenue are recorded as License and Collaborative Fees and are recognized in the same manner as the final deliverable, which is generally ratably over the period of the continuing performance obligation. Given the uncertainties of research and development collaborations, significant judgment is required to determine the duration of the arrangement. Royalty revenue and royalty receivables are recorded in the periods these royalty amounts are earned, including when collection is reasonably assured. The royalty revenue and receivables recorded in these instances are based upon communication with collaborative partners or licensees, historical information and forecasted sales trends. |
Research and Development Expenses | Research and Development Expenses The Company expenses research and development costs as incurred. Research and development expenses consist of direct costs such as salaries and related personnel costs, and material and supply costs, and research-related allocated overhead costs, such as facilities costs. In addition, research and development expenses include costs related to clinical trials. From time to time, research and development expenses may include upfront fees and milestones paid to collaborative partners for the purchase of rights to in-process research and development. Such amounts are expensed as incurred. The Company’s accrual for clinical trials is based on estimates of the services received and efforts expended pursuant to contracts with clinical trial centers and clinical research organizations. The Company may terminate these contracts upon written notice and is generally only liable for actual effort expended by the organizations to the date of termination, although in certain instances the Company may be further responsible for termination fees and penalties. The Company makes estimates of its accrued expenses as of each balance sheet date based on the facts and circumstances known to the Company at that time. Expenses resulting from clinical trials are recorded when incurred based, in part on estimates as to the status of the various trials. |
Warrants | Warrants The Company has issued warrants to purchase shares of its common stock in connection with financing activities. The Company accounts for some of these warrants as a liability at fair value on an ongoing basis and others as equity at fair value. The fair value of the outstanding warrants is estimated using the Black-Scholes Option Pricing Model (the “Black-Scholes Model”). The Black-Scholes Model requires inputs such as the expected term of the warrants, expected volatility and risk-free interest rate. These inputs are subjective and require significant analysis and judgment to develop. For the estimate of the expected term, the Company uses the full remaining contractual term of the warrant. The Company determines the expected volatility assumption in the Black-Scholes Model based on historical stock price volatility observed on XOMA’s underlying stock. The assumptions associated with contingent warrant liabilities are reviewed each reporting period and changes in the estimated fair value of these contingent warrant liabilities are recognized in revaluation of contingent warrant liabilities within the consolidated statements of comprehensive loss. |
Concentration of Risk | Concentration of Risk Cash equivalents and receivables are financial instruments, which potentially subject the Company to concentrations of credit risk, as well as liquidity risk for certain cash equivalents, such as money market funds. The Company has not encountered any liquidity issues during 2015. The Company has not experienced any significant credit losses and does not generally require collateral on receivables. For the three and six months ended June 30, 2015, two customers represented 48% and 21%, and 60% and 23% of total revenue, respectively. For the three and six months ended June 30, 2014, two customers represented 60% and 26%, and 55% and 31% of total revenue, respectively. As of June 30, 2015 and December 31, 2014, two customers represented 62% and 24% and three customers represented 44%, 34% and 12% of the trade and other receivables balance, respectively. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued guidance codified in Accounting Standards Codification (“ASC”) 606, Revenue Recognition — Revenue from Contracts with Customers Revenue Recognition In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In April 2015, the FASB issued ASU 2015-03, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The Company early adopted ASU 2015-03 as of January 2015, as permitted. There is no impact of early adoption of ASU 2015-03 on the condensed consolidated statements of comprehensive loss. The impact of early adoption on the condensed consolidated balance sheets for the periods presented is noted in the table below (in thousands): June 30, 2015 December 31, 2014 Prior to Adoption of ASU 2015-03 ASU 2015-03 Adjustment As Adopted Prior to Adoption of ASU 2015-03 ASU 2015-03 Adjustment As Adopted Prepaid expenses and other current assets $ 2,305 $ (188 ) $ 2,117 $ 2,088 $ (229 ) $ 1,859 Total current assets $ 55,911 $ (188 ) $ 55,723 $ 83,842 $ (229 ) $ 83,613 Other assets $ 931 $ (266 ) $ 665 $ 669 $ - $ 669 Total assets $ 61,297 $ (454 ) $ 60,843 $ 89,631 $ (229 ) $ 89,402 Interest bearing obligations – current $ 15,981 $ (188 ) $ 15,793 $ 19,247 $ (229 ) $ 19,018 Total current liabilities $ 29,862 $ (188 ) $ 29,674 $ 36,475 $ (229 ) $ 36,246 Interest bearing obligations – long-term $ 32,477 $ (266 ) $ 32,211 $ 16,290 $ - $ 16,290 Total liabilities $ 92,583 $ (454 ) $ 92,129 $ 86,532 $ (229 ) $ 86,303 |
Basis of Presentation and Sig16
Basis of Presentation and Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Basis of Presentation and Significant Accounting Policies [Abstract] | |
Impact of early adoption on the condensed consolidated balance sheets | The impact of early adoption on the condensed consolidated balance sheets for the periods presented is noted in the table below (in thousands): June 30, 2015 December 31, 2014 Prior to Adoption of ASU 2015-03 ASU 2015-03 Adjustment As Adopted Prior to Adoption of ASU 2015-03 ASU 2015-03 Adjustment As Adopted Prepaid expenses and other current assets $ 2,305 $ (188 ) $ 2,117 $ 2,088 $ (229 ) $ 1,859 Total current assets $ 55,911 $ (188 ) $ 55,723 $ 83,842 $ (229 ) $ 83,613 Other assets $ 931 $ (266 ) $ 665 $ 669 $ - $ 669 Total assets $ 61,297 $ (454 ) $ 60,843 $ 89,631 $ (229 ) $ 89,402 Interest bearing obligations – current $ 15,981 $ (188 ) $ 15,793 $ 19,247 $ (229 ) $ 19,018 Total current liabilities $ 29,862 $ (188 ) $ 29,674 $ 36,475 $ (229 ) $ 36,246 Interest bearing obligations – long-term $ 32,477 $ (266 ) $ 32,211 $ 16,290 $ - $ 16,290 Total liabilities $ 92,583 $ (454 ) $ 92,129 $ 86,532 $ (229 ) $ 86,303 |
Condensed Consolidated Financ17
Condensed Consolidated Financial Statements Detail (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Condensed Consolidated Financial Statements Detail [Abstract] | |
Outstanding securities considered anti-dilutive | The following table shows the total outstanding securities considered anti-dilutive and therefore excluded from the computation of diluted net loss per share of common stock (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Common stock options and RSUs 8,362 7,939 7,850 6,576 Warrants for common stock 19,087 1,910 19,087 1,910 Total 27,449 9,849 26,937 8,486 |
Reconciliation of the numerators and denominators of the basic and diluted net loss per share of common stock | The following is a reconciliation of the numerators and denominators of the basic and diluted net loss per share of common stock (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Numerator Net loss Basic $ (23,759 ) $ (11,897 ) $ (45,477 ) $ (16,584 ) Adjustment for revaluation of contingent warrant liabilities - (7,616 ) - (27,150 ) Diluted $ (23,759 ) $ (19,513 ) $ (45,477 ) $ (43,734 ) Denominator Weighted average shares outstanding used for basic net loss per share 117,540 106,927 116,870 106,545 Effect of dilutive warrants - 7,199 - 8,503 Weighted average shares outstanding and dilutive securities used for diluted net loss per share 117,540 114,126 116,870 115,048 |
Accrued and other liabilities | Accrued and other liabilities consisted of the following (in thousands): June 30, December 31, Accrued payroll and other benefits $ 2,851 $ 3,061 Accrued management incentive compensation 2,300 4,295 Accrued clinical trial costs 1,081 1,424 Other 1,209 1,112 Total $ 7,441 $ 9,892 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Measurements [Abstract] | |
Financial assets and liabilities carried at fair value | The following tables set forth the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2015 and December 31, 2014 as follows (in thousands): Fair Value Measurements at June 30, 2015 Using Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (Level 1) (Level 2) (Level 3) Total Assets: Money market funds (1) $ 32,079 $ - $ - $ 32,079 Liabilities: Contingent warrant liabilities $ - $ - $ 28,956 $ 28,956 Fair Value Measurements at December 31, 2014 Using Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (Level 1) (Level 2) (Level 3) Total Assets: Money market funds (1) $ 67,569 $ - $ - $ 67,569 Foreign exchange options (2) - 6 - 6 Total $ 67,569 $ 6 $ - $ 67,575 Liabilities: Contingent warrant liabilities $ - $ - $ 31,828 $ 31,828 (1) Included in cash and cash equivalents (2) Included in other assets |
Warrant liabilities fair value assumptions | The estimated fair value of the contingent warrant liabilities was estimated using the following range of assumptions at June 30, 2015, and December 31, 2014: June 30, December 31, Expected volatility 69.8% - 70.9 % 69.6% - 72.9 % Risk-free interest rate 0.29% - 0.69 % 0.03% - 0.67 % Expected term 1.44 - 1.69 years 0.09 - 2.19 years |
Summary of changes in fair value of Level 3 financial liabilities | The following table provides a summary of changes in the fair value of the Company’s Level 3 financial liabilities for the six months ended June 30, 2015 (in thousands): Balance at December 31, 2014 $ 31,828 Reclassification of contingent warrant liability to equity upon exercise of warrants (3,088 ) Net increase in estimated fair value of contingent warrant liabilities upon revaluation 216 Balance at June 30, 2015 $ 28,956 |
Outstanding debt carrying amount and estimated fair value | The carrying amount and the estimated fair value of the Company’s outstanding interest bearing obligations at June 30, 2015, and December 31, 2014, are as follows (in thousands): June 30, 2015 December 31, 2014 Carrying Amount Fair Value Carrying Amount Fair Value Interest bearing obligations $ 48,004 $ 49,686 $ 35,308 $ 36,461 |
Long-Term Debt and Other Fina19
Long-Term Debt and Other Financings (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Long-Term Debt and Other Financings [Abstract] | |
Aggregate future principal and final fee payments of interest bearing obligations | Aggregate future principal, final payment fees and discounts of the Company’s total interest bearing obligations - long-term as of June 30, 2015, are as follows (in thousands): Six months ending December 31, 2015 $ 14,746 Year ended 2016 9,118 Year ended 2017 14,787 Year ended 2018 18,016 56,667 Less: Interest, final payment fee, discount and issuance cost (8,663 ) 48,004 Less: current portion (15,793 ) $ 32,211 |
Interest expense and amortization of debt issuance costs | Interest expense in the condensed consolidated statements of comprehensive loss for the three and six months ended June 30, 2015 and 2014, relates to the following debt instruments (in thousands) : Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Hercules loan $ 652 $ - $ 886 $ - Servier loan 272 600 527 1,188 GECC term loan - 423 548 870 Novartis note 80 78 159 155 Other 3 9 3 23 Total interest expense $ 1,007 $ 1,110 $ 2,123 $ 2,236 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Stock-based Compensation [Abstract] | |
Weighted average assumptions | The fair value of the stock options granted during the three and six months ended June 30, 2015 and 2014, was estimated based on the following weighted average assumptions: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Dividend yield 0 % 0 % 0 % 0 % Expected volatility 81 % 91 % 82 % 93 % Risk-free interest rate 1.65 % 1.68 % 1.40 % 1.71 % Expected term 5.6 years 5.6 years 5.6 years 5.6 years |
Stock option activity | Stock option activity for the six months ended June 30, 2015, was as follows: Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Outstanding at January 1, 2015 7,702,309 $ 8.15 Granted 1,636,639 3.74 Exercised (104,438 ) 1.54 Forfeited, expired or cancelled (771,854 ) 21.84 Outstanding at June 30, 2015 8,462,656 $ 6.13 7.24 $ 4,107 Vested and expected to vest at June 30, 2015 8,118,591 $ 6.20 7.16 $ 4,054 Exercisable at June 30, 2015 5,172,965 $ 7.15 6.20 $ 3,179 |
Unvested RSU activity | Unvested RSU activity for the six months ended June 30, 2015, is summarized below: Number of Shares Weighted- Average Grant- Date Fair Value Unvested balance at January 1, 2015 1,953,879 $ 5.46 Granted 1,586,017 3.78 Vested (881,832 ) 4.86 Forfeited 139,308 4.54 Unvested balance at June 30, 2015 2,797,372 $ 4.65 |
Stock-based compensation expense | The following table shows total stock-based compensation expense included in the condensed consolidated statements of comprehensive loss for the three and six months ended June 30, 2015 and 2014 (in thousands): Three Months Ended June 30 Six Months Ended June 30, 2015 2014 2015 2014 Research and development $ 1,399 $ 953 $ 3,595 $ 3,359 Selling, general and administrative 1,290 1,471 2,759 2,989 Total stock-based compensation expense $ 2,689 $ 2,424 $ 6,354 $ 6,348 |
Description of Business (Detail
Description of Business (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | [1] | Jun. 30, 2014 | Dec. 31, 2013 |
Description of Business [Abstract] | |||||
Accumulated deficit incurred | $ (1,164,954) | $ (1,119,477) | |||
Cash and cash equivalents | $ 50,957 | $ 78,445 | $ 65,895 | $ 101,659 | |
[1] | The condensed consolidated balance sheet as of December 31, 2014 has been derived from the audited consolidated financial statements as of that date included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014. |
Basis of Presentation and Sig22
Basis of Presentation and Significant Accounting Policies (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2015USD ($)Customer | Jun. 30, 2014Customer | Jun. 30, 2015USD ($)Customer | Jun. 30, 2014Customer | Dec. 31, 2014USD ($)Customer | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Prepaid expenses and other current assets | $ 2,117 | $ 2,117 | $ 1,859 | [1] | ||
Total current assets | 55,723 | 55,723 | 83,613 | [1] | ||
Other assets | 665 | 665 | 669 | [1] | ||
Total assets | 60,843 | 60,843 | 89,402 | [1] | ||
Interest bearing obligations - current | 15,793 | 15,793 | 19,018 | [1] | ||
Total current liabilities | 29,674 | 29,674 | 36,246 | [1] | ||
Interest bearing obligations - long-term | 32,211 | 32,211 | 16,290 | [1] | ||
Total liabilities | $ 92,129 | $ 92,129 | $ 86,303 | [1] | ||
Customer Concentration Risk [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Number of major customers | Customer | 2 | 2 | 2 | 2 | 3 | |
Prior to Adoption of ASU 2015-03 [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Prepaid expenses and other current assets | $ 2,305 | $ 2,305 | $ 2,088 | |||
Total current assets | 55,911 | 55,911 | 83,842 | |||
Other assets | 931 | 931 | 669 | |||
Total assets | 61,297 | 61,297 | 89,631 | |||
Interest bearing obligations - current | 15,981 | 15,981 | 19,247 | |||
Total current liabilities | 29,862 | 29,862 | 36,475 | |||
Interest bearing obligations - long-term | 32,477 | 32,477 | 16,290 | |||
Total liabilities | 92,583 | 92,583 | 86,532 | |||
ASU 2015-03 Adjustment [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Prepaid expenses and other current assets | (188) | (188) | (229) | |||
Total current assets | (188) | (188) | (229) | |||
Other assets | (266) | (266) | 0 | |||
Total assets | (454) | (454) | (229) | |||
Interest bearing obligations - current | (188) | (188) | (229) | |||
Total current liabilities | (188) | (188) | (229) | |||
Interest bearing obligations - long-term | (266) | (266) | 0 | |||
Total liabilities | (454) | (454) | (229) | |||
As Adopted [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Prepaid expenses and other current assets | 2,117 | 2,117 | 1,859 | |||
Total current assets | 55,723 | 55,723 | 83,613 | |||
Other assets | 665 | 665 | 669 | |||
Total assets | 60,843 | 60,843 | 89,402 | |||
Interest bearing obligations - current | 15,793 | 15,793 | 19,018 | |||
Total current liabilities | 29,674 | 29,674 | 36,246 | |||
Interest bearing obligations - long-term | 32,211 | 32,211 | 16,290 | |||
Total liabilities | $ 92,129 | $ 92,129 | $ 86,303 | |||
Revenues [Member] | Customer Concentration Risk [Member] | Customer 1 [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage (in hundredths) | 48.00% | 60.00% | 60.00% | 55.00% | ||
Revenues [Member] | Customer Concentration Risk [Member] | Customer 2 [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage (in hundredths) | 21.00% | 26.00% | 23.00% | 31.00% | ||
Trade and Other Receivables [Member] | Customer Concentration Risk [Member] | Customer 1 [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage (in hundredths) | 62.00% | 44.00% | ||||
Trade and Other Receivables [Member] | Customer Concentration Risk [Member] | Customer 2 [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage (in hundredths) | 24.00% | 34.00% | ||||
Trade and Other Receivables [Member] | Customer Concentration Risk [Member] | Customer 3 [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage (in hundredths) | 12.00% | |||||
[1] | The condensed consolidated balance sheet as of December 31, 2014 has been derived from the audited consolidated financial statements as of that date included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014. |
Condensed Consolidated Financ23
Condensed Consolidated Financial Statements Detail (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Mar. 31, 2012 | Feb. 28, 2010 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 27,449,000 | 9,849,000 | 26,937,000 | 8,486,000 | ||||
Numerator [Abstract] | ||||||||
Net loss, Basic | $ (23,759) | $ (11,897) | $ (45,477) | $ (16,584) | ||||
Adjustment for revaluation of contingent warrant liabilities | 0 | (7,616) | 0 | (27,150) | ||||
Net loss, Diluted | $ (23,759) | $ (19,513) | $ (45,477) | $ (43,734) | ||||
Denominator Abstract] | ||||||||
Weighted average shares outstanding used for basic net loss per share (in shares) | 117,540,000 | 106,927,000 | 116,870,000 | 106,545,000 | ||||
Effect of dilutive warrants (in shares) | 0 | 7,199,000 | 0 | 8,503,000 | ||||
Weighted average shares outstanding and dilutive securities used for diluted net loss per share (in shares) | 117,540,000 | 114,126,000 | 116,870,000 | 115,048,000 | ||||
Accrued and other liabilities [Abstract] | ||||||||
Accrued payroll and other benefits | $ 2,851 | $ 2,851 | $ 3,061 | |||||
Accrued management incentive compensation | 2,300 | 2,300 | 4,295 | |||||
Accrued clinical trial costs | 1,081 | 1,081 | 1,424 | |||||
Other | 1,209 | 1,209 | 1,112 | |||||
Total | $ 7,441 | 7,441 | $ 9,892 | [1] | ||||
Class of Warrant or Right [Line Items] | ||||||||
Reclassification of contingent warrant liability to equity upon exercise of warrants | $ 3,088 | $ 2,526 | ||||||
Cashless exercise of warrants (in shares) | 1,602,575 | 1,602,575 | ||||||
Two Year Warrants Issued in December 2014 [Member] | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants outstanding (in shares) | 8,097,165 | 8,097,165 | 8,097,165 | |||||
Exercise price of warrants (in dollars per share) | $ 7.90 | |||||||
Fair value of warrant liability | $ 4,000 | $ 4,000 | $ 5,200 | |||||
Gain (loss) on revaluation of warrant liability | $ 1,200 | |||||||
Warrant term | 2 years | |||||||
Five Year Warrants Issued in March 2012 [Member] | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants outstanding (in shares) | 14,834,577 | 10,506,093 | 10,506,093 | 12,109,418 | ||||
Exercise price of warrants (in dollars per share) | $ 1.76 | |||||||
Fair value of warrant liability | $ 25,000 | $ 25,000 | $ 26,700 | |||||
Gain (loss) on revaluation of warrant liability | (1,400) | |||||||
Gain (loss) on revaluation of warrant liability related to exercised warrants | $ 500 | |||||||
Warrant term | 5 years | |||||||
Warrants exercise (in shares) | 1,603,325 | 1,603,325 | ||||||
Five Year Warrants Issued in February 2010 [Member] | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants outstanding (in shares) | 1,260,000 | |||||||
Exercise price of warrants (in dollars per share) | $ 10.50 | |||||||
Warrant term | 5 years | |||||||
Warrants Issued to Private Investors [Member] | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants issued (in shares) | 855,128 | 855,128 | ||||||
Demand Deposits [Member] | ||||||||
Cash and Cash Equivalents [Line Items] | ||||||||
Cash equivalents | $ 18,900 | $ 18,900 | 10,800 | |||||
Money Market Funds [Member] | ||||||||
Cash and Cash Equivalents [Line Items] | ||||||||
Cash equivalents | $ 32,100 | $ 32,100 | $ 67,600 | |||||
Common Stock Options and Restricted Stock [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 8,362,000 | 7,939,000 | 7,850,000 | 6,576,000 | ||||
Warrants for Common Stock [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 19,087,000 | 1,910,000 | 19,087,000 | 1,910,000 | ||||
[1] | The condensed consolidated balance sheet as of December 31, 2014 has been derived from the audited consolidated financial statements as of that date included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014. |
Collaborative and Other Agree24
Collaborative and Other Agreements (Details) $ in Thousands, € in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2015EUR (€) | Jun. 30, 2014USD ($) | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Licensing and collaboration agreement revenue | $ | $ 945 | $ 1,201 | $ 1,207 | $ 2,164 | |
Royalties paid, minimum (in hundredths) | 0.50% | 0.50% | |||
Royalties paid, maximum (in hundredths) | 5.00% | 5.00% | |||
Collaborative Arrangement [Member] | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Eligible milestone payments receivable | € 356.5 | ||||
Eligible milestone payments receivable under specific rights not met | 633.8 | ||||
Eligible milestone payments receivable, after amendment | 341.5 | ||||
Eligible milestone payments receivable under specific rights not met, after amendment | € 618.8 | ||||
Collaborative Arrangement [Member] | Servier Loan [Member] | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Future initial research and development expenses to be funded by counterparty | $ | $ 50,000 | ||||
Licensing and collaboration agreement revenue | $ | $ 300 | $ 1,100 | $ 900 | $ 2,000 | |
Collaborative Arrangement [Member] | Symplmed Pharmaceuticals [Member] | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Royalties paid, minimum (in hundredths) | 3.00% | 3.00% | |||
Royalties paid, maximum (in hundredths) | 10.00% | 10.00% |
Fair Value Measurements, On Rec
Fair Value Measurements, On Recurring Basis (Details) - Recurring [Member] - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | |
Assets: [Abstract] | |||
Money market funds | [1] | $ 32,079 | $ 67,569 |
Foreign exchange options | [2] | 6 | |
Total | 32,079 | 67,575 | |
Liabilities: [Abstract] | |||
Contingent warrant liabilities | 28,956 | 31,828 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | |||
Assets: [Abstract] | |||
Money market funds | [1] | 32,079 | 67,569 |
Foreign exchange options | [2] | 0 | |
Total | 32,079 | 67,569 | |
Liabilities: [Abstract] | |||
Contingent warrant liabilities | 0 | 0 | |
Significant Other Observable Inputs (Level 2) [Member] | |||
Assets: [Abstract] | |||
Money market funds | [1] | 0 | 0 |
Foreign exchange options | [2] | 6 | |
Total | 6 | ||
Liabilities: [Abstract] | |||
Contingent warrant liabilities | 0 | 0 | |
Significant Unobservable Inputs (Level 3) [Member] | |||
Assets: [Abstract] | |||
Money market funds | [1] | 0 | 0 |
Foreign exchange options | [2] | 0 | |
Total | 0 | ||
Liabilities: [Abstract] | |||
Contingent warrant liabilities | $ 28,956 | $ 31,828 | |
[1] | Included in cash and cash equivalents. | ||
[2] | Included in other assets |
Fair Value Measurements, Warran
Fair Value Measurements, Warrant Liabilities, Changes in Level 3, and Outstanding Debt (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Reclassification of contingent warrant liability to equity upon exercise of warrants | $ (3,088) | $ (2,526) | |
Warrant Liabilities [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning balance | 31,828 | ||
Reclassification of contingent warrant liability to equity upon exercise of warrants | (3,088) | ||
Net increase in estimated fair value of contingent warrant liabilities upon revaluation | 216 | ||
Ending balance | $ 28,956 | $ 31,828 | |
Warrant Liabilities [Member] | Minimum [Member] | |||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |||
Expected volatility (in hundredths) | 69.80% | 69.60% | |
Risk-free interest rate (in hundredths) | 0.29% | 0.03% | |
Expected term | 1 year 5 months 8 days | 1 month 2 days | |
Warrant Liabilities [Member] | Maximum [Member] | |||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |||
Expected volatility (in hundredths) | 70.90% | 72.90% | |
Risk-free interest rate (in hundredths) | 0.69% | 0.67% | |
Expected term | 1 year 8 months 8 days | 2 years 2 months 8 days | |
Carrying Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Interest bearing obligations | $ 48,004 | $ 35,308 | |
Fair Value [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Interest bearing obligations | $ 49,686 | $ 36,461 |
Long-Term Debt and Other Fina27
Long-Term Debt and Other Financings (Details) $ / shares in Units, € in Millions | Jan. 09, 2015EUR (€)Tranche | Sep. 27, 2012USD ($)$ / sharesshares | Jan. 31, 2015USD ($) | Jun. 30, 2015USD ($)$ / sharesshares | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)$ / sharesshares | Jun. 30, 2014USD ($) | Dec. 31, 2011USD ($) | Feb. 27, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2011EUR (€) |
Debt Instrument [Line Items] | |||||||||||
Accrued interest | $ (210,000) | $ 1,570,000 | |||||||||
Unrealized foreign exchange gain (loss) | 1,571,000 | 241,000 | |||||||||
Carrying value of the loan | $ 48,004,000 | 48,004,000 | |||||||||
Loss on extinguishment of debt | (429,000) | 0 | |||||||||
Aggregate future principal and final fee payments of total interest bearing obligations - long-term [Abstract] | |||||||||||
Six months ending December 31, 2015 | 14,746,000 | 14,746,000 | |||||||||
Year ended 2016 | 9,118,000 | 9,118,000 | |||||||||
Year ended 2017 | 14,787,000 | 14,787,000 | |||||||||
Year ended 2018 | 18,016,000 | 18,016,000 | |||||||||
Long-term debt including current portion | 56,667,000 | 56,667,000 | |||||||||
Less: Interest, final payment fee, discount and issuance cost | (8,663,000) | (8,663,000) | |||||||||
Total long-term | 48,004,000 | 48,004,000 | |||||||||
Less: current portion | (15,793,000) | (15,793,000) | |||||||||
Total long-term debt | 32,211,000 | 32,211,000 | |||||||||
Interest expense and amortization of debt issuance costs [Abstract] | |||||||||||
Interest expense | 1,007,000 | $ 1,110,000 | $ 2,123,000 | 2,236,000 | |||||||
Hercules Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maturity date | Sep. 1, 2018 | ||||||||||
Variable rate basis | The interest rate will be calculated at a rate equal to the greater of either (i) 9.40% plus the prime rate as reported from time to time in The Wall Street Journal minus 7.25%, and (ii) 9.40%. | ||||||||||
Outstanding principal balance | 20,000,000 | $ 20,000,000 | |||||||||
Unamortized discount on debt | 0 | 0 | |||||||||
Amortization of debt discount | 100,000 | 200,000 | |||||||||
Carrying value of the loan | $ 20,000,000 | 20,000,000 | $ 20,000,000 | ||||||||
Debt issuance costs | $ 500,000 | ||||||||||
Aggregate number of unregistered shares of common stock called by warrants (in shares) | shares | 181,268 | 181,268 | |||||||||
Warrants exercise price (in dollars per share) | $ / shares | $ 3.31 | $ 3.31 | |||||||||
Fair value of warrant liability | 500,000 | ||||||||||
Percentage bearing variable rate (in hundredths) | 9.40% | 9.40% | |||||||||
Reduction of percentage of interest under loan agreement (in hundredths) | 7.25% | 7.25% | |||||||||
Period of interest | 1 year | ||||||||||
Amortization date | Jul. 1, 2016 | ||||||||||
Date of extension of amortization | Oct. 1, 2016 | ||||||||||
Period of interest amortized | 30 months | ||||||||||
Prepayment fee within twelve months of maturity (in hundredths) | 3.00% | ||||||||||
Prepayment fee after twelve months but before twenty four months of maturity (in hundredths) | 2.00% | ||||||||||
Prepayment fee after twenty four months of maturity (in hundredths) | 1.00% | ||||||||||
Additional interest rate in case of default (in hundredths) | 5.00% | ||||||||||
Final payment fee | $ 1,200,000 | $ 1,200,000 | |||||||||
Exercisable period of warrants | 5 years | ||||||||||
Aggregate future principal and final fee payments of total interest bearing obligations - long-term [Abstract] | |||||||||||
Total long-term | 20,000,000 | $ 20,000,000 | $ 20,000,000 | ||||||||
Interest expense and amortization of debt issuance costs [Abstract] | |||||||||||
Interest expense | 652,000 | 0 | $ 886,000 | 0 | |||||||
Servier Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Date of agreement | Dec. 30, 2010 | ||||||||||
Date of agreement, after amendment | Aug. 12, 2013 | ||||||||||
Maximum borrowing capacity under loan agreement | € | € 15 | ||||||||||
Period of interest resetting | 6 months | ||||||||||
Outstanding principal balance | $ 16,600,000 | $ 16,600,000 | $ 18,200,000 | ||||||||
Proceeds from loan | $ 19,500,000 | ||||||||||
Initial interest rate during period (in hundredths) | 3.22% | ||||||||||
Interest rate reset semi-annually during period (in hundredths) | 2.16% | ||||||||||
Number of tranches | Tranche | 3 | ||||||||||
Accrued interest | $ 200,000 | ||||||||||
Euro to US Dollar exchange rates | 1.109 | 1.109 | 1.216 | ||||||||
Unamortized discount on debt | $ 8,900,000 | $ 8,900,000 | |||||||||
Unrealized foreign exchange gain (loss) | (400,000) | 200,000 | 1,600,000 | 200,000 | |||||||
Loan discount balance | 1,900,000 | 1,900,000 | |||||||||
Amortization of debt discount | 200,000 | 500,000 | 300,000 | 900,000 | |||||||
Carrying value of the loan | 15,200,000 | 15,200,000 | $ 16,200,000 | ||||||||
Unrealized foreign exchange gain (loss) related to re-measurement of loan discount | (35,000) | (26,000) | 200,000 | (32,000) | |||||||
Recognition of deferred revenue | 200,000 | 500,000 | 300,000 | 900,000 | |||||||
Debt issuance costs | 6,000 | ||||||||||
Aggregate future principal and final fee payments of total interest bearing obligations - long-term [Abstract] | |||||||||||
Total long-term | 15,200,000 | 15,200,000 | 16,200,000 | ||||||||
Interest expense and amortization of debt issuance costs [Abstract] | |||||||||||
Interest expense | $ 272,000 | 600,000 | $ 527,000 | 1,188,000 | |||||||
Servier Loan [Member] | Minimum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate reset semi-annually during period (in hundredths) | 2.31% | ||||||||||
Servier Loan [Member] | Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate reset semi-annually during period (in hundredths) | 3.83% | ||||||||||
Servier Loan [Member] | Tranche One [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maturity date | Jan. 15, 2016 | ||||||||||
Principal payment amount | € | € 3 | ||||||||||
Servier Loan [Member] | Tranche Two [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maturity date | Jan. 15, 2017 | ||||||||||
Principal payment amount | € | € 5 | ||||||||||
Servier Loan [Member] | Tranche Three [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maturity date | Jan. 15, 2018 | ||||||||||
Principal payment amount | € | € 7 | ||||||||||
General Electric Capital Corporation Term Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding principal balance | $ 10,000,000 | ||||||||||
Aggregate number of unregistered shares of common stock called by warrants (in shares) | shares | 39,346 | 263,158 | 263,158 | ||||||||
Warrants exercise price (in dollars per share) | $ / shares | $ 3.54 | $ 1.14 | $ 1.14 | ||||||||
Immediate Term for warrants exercisable (in years) | 5 years | 5 years | |||||||||
Fair value of warrant liability | $ 100,000 | $ 200,000 | |||||||||
Loss on extinguishment of debt | $ 400,000 | ||||||||||
Outstanding principle balance and interest | 5,500,000 | ||||||||||
Interest expense and amortization of debt issuance costs [Abstract] | |||||||||||
Interest expense | $ 0 | 423,000 | $ 548,000 | 870,000 | |||||||
Novartis Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maturity date | Jun. 30, 2015 | ||||||||||
Research and development expenses funded through loan facility, maximum (in hundredths) | 75.00% | ||||||||||
Maximum borrowing capacity under loan agreement | $ 50,000,000 | $ 50,000,000 | |||||||||
Interest rate at period end (in hundredths) | 2.44% | 2.44% | |||||||||
Outstanding principal balance | $ 13,500,000 | $ 13,500,000 | $ 13,400,000 | ||||||||
Interest expense and amortization of debt issuance costs [Abstract] | |||||||||||
Interest expense | 80,000 | 78,000 | $ 159,000 | 155,000 | |||||||
Novartis Note [Member] | LIBOR [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate (in hundredths) | 2.00% | ||||||||||
Other [Member] | |||||||||||
Interest expense and amortization of debt issuance costs [Abstract] | |||||||||||
Interest expense | $ 3,000 | $ 9,000 | $ 3,000 | $ 23,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Jun. 30, 2015 - USD ($) $ in Millions | Total |
Commitments and Contingencies [Abstract] | |
Royalties paid, minimum (in hundredths) | 0.50% |
Royalties paid, maximum (in hundredths) | 5.00% |
Sublicense fees paid, maximum (in hundredths) | 40.00% |
Estimate of milestone payments | $ 76.5 |
Stock-based Compensation (Detai
Stock-based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Stock-based awards weighted average assumptions [Abstract] | ||||
Dividend yield (in hundredths) | 0.00% | 0.00% | 0.00% | 0.00% |
Expected volatility (in hundredths) | 81.00% | 91.00% | 82.00% | 93.00% |
Risk free interest rate (in hundredths) | 1.65% | 1.68% | 1.40% | 1.71% |
Expected term | 5 years 7 months 6 days | 5 years 7 months 6 days | 5 years 7 months 6 days | 5 years 7 months 6 days |
Stock option activity [Roll Forward] | ||||
Outstanding beginning of period (in shares) | 7,702,309 | |||
Granted (in shares) | 1,636,639 | |||
Exercised (in shares) | (104,438) | |||
Forfeited, expired or cancelled (in shares) | (771,854) | |||
Outstanding end of period (in shares) | 8,462,656 | 8,462,656 | ||
Vested and expected to vest at end of period (in shares) | 8,118,591 | 8,118,591 | ||
Exercisable at end of period (in shares) | 5,172,965 | 5,172,965 | ||
Stock options activity, weighted average exercise price [Roll Forward] | ||||
Outstanding, beginning of period (in dollars per share) | $ 8.15 | |||
Granted (in dollars per share) | 3.74 | |||
Exercised (in dollars per share) | 1.54 | |||
Forfeited, expired or cancelled (in dollars per share) | 21.84 | |||
Outstanding, end of period (in dollars per share) | $ 6.13 | 6.13 | ||
Vested and expected to vest, end of period (in dollars per share) | 6.20 | 6.20 | ||
Exercisable weighted average exercise price (in dollars per share) | $ 7.15 | $ 7.15 | ||
Additional Disclosures [Abstract] | ||||
SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2 | 7 years 2 months 26 days | |||
Vested and expected to vest, weighted average remaining contractual term | 7 years 1 month 28 days | |||
Exercisable weighted average remaining contractual term | 6 years 2 months 12 days | |||
Outstanding, aggregate intrinsic value at end of period | $ 4,107 | $ 4,107 | ||
Vested and expected to vest, aggregate intrinsic value | 4,054 | 4,054 | ||
Exercisable, aggregate intrinsic value | 3,179 | 3,179 | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 2,689 | $ 2,424 | $ 6,354 | $ 6,348 |
Restricted Stock Units (RSUs) [Member] | ||||
Unvested RSU activity [Roll Forward] | ||||
Unvested balance beginning of period (in shares) | 1,953,879 | |||
Granted (in shares) | 1,586,017 | |||
Vested (in shares) | (881,832) | |||
Forfeited (in shares) | 139,308 | |||
Unvested balance end of period (in shares) | 2,797,372 | 2,797,372 | ||
Unvested RSU activity, weighted average grant date fair value [Roll Forward] | ||||
Unvested balance, beginning of period (in dollars per share) | $ 5.46 | |||
Granted (in dollars per share) | 3.78 | |||
Vested (in dollars per share) | 4.86 | |||
Forfeited (in dollars per share) | 4.54 | |||
Unvested balance, end of period (in dollars per share) | $ 4.65 | $ 4.65 | ||
Research and Development [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 1,399 | 953 | $ 3,595 | 3,359 |
Selling, General and Administrative [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 1,290 | $ 1,471 | $ 2,759 | $ 2,989 |
Long Term Incentive Plan [Member] | Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Stock option activity [Roll Forward] | ||||
Granted (in shares) | 1,636,639 | |||
Long Term Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Stock option activity [Roll Forward] | ||||
Granted (in shares) | 1,586,017 | |||
Employee Stock Purchase Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock reserved for future issuance (in shares) | 300,000 | 300,000 | ||
Percentage of compensation of eligible employees to purchase shares of entity common stock at discount through payroll deductions (in hundredths) | 10.00% | |||
Percentage related to employees to purchase shares at the lower fair market value at offering period (in hundredths) | 85.00% |
Subsequent Events (Details)
Subsequent Events (Details) | Jul. 29, 2015USD ($) |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Value of the damage seeks by plaintiff | $ 465,000 |