Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 03, 2021 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-39801 | |
Entity Registrant Name | XOMA Corporation | |
Entity Incorporation State Country Code | DE | |
Entity Tax Identification Number | 52-2154066 | |
Entity Address Address Line1 | 2200 Powell Street | |
Entity Address Address Line2 | SuiteĀ 310 | |
Entity Address City Or Town | Emeryville | |
Entity Address State Or Province | CA | |
Entity Address Postal Zip Code | 94608 | |
City Area Code | 510 | |
Local Phone Number | 204-7200 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 11,269,593 | |
Entity Central Index Key | 0000791908 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Common Stock | ||
Security12b Title | Common Stock, $0.0075 par value | |
Trading Symbol | XOMA | |
Security Exchange Name | NASDAQ | |
8.625% Series A Cumulative, Perpetual Preferred Stock | ||
Security12b Title | 8.625% Series A Cumulative Perpetual Preferred Stock, par value $0.05 | |
Trading Symbol | XOMAP | |
Security Exchange Name | NASDAQ | |
Depositary Shares 8.375% Series B Cumulative, Perpetual Preferred Stock | ||
Security12b Title | Depositary Shares (each representing 1/1000th interest in a share of 8.375% Series B Cumulative Perpetual Preferred Stock, par value $0.05) | |
Trading Symbol | XOMAO | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 67,808 | $ 84,222 |
Restricted cash, current | 2,142 | 1,611 |
Trade and other receivables, net | 80 | 263 |
Income tax receivable | 1,526 | |
Prepaid expenses and other current assets | 218 | 443 |
Total current assets | 70,248 | 88,065 |
Long-term restricted cash | 531 | |
Property and equipment, net | 19 | 21 |
Operating lease right-of-use assets | 320 | 359 |
Long-term royalty receivables | 48,075 | 34,575 |
Equity securities | 1,021 | 1,693 |
Other assets | 210 | 41 |
Total assets | 119,893 | 125,285 |
Current liabilities: | ||
Accounts payable | 671 | 456 |
Accrued and other liabilities | 1,376 | 642 |
Contingent consideration under royalty purchase agreements | 75 | 75 |
Operating lease liabilities | 183 | 179 |
Unearned revenue recognized under units-of-revenue method | 1,482 | 1,452 |
Contingent liabilities | 1,410 | 1,410 |
Current portion of long-term debt | 7,201 | 8,088 |
Preferred stock dividend accrual | 707 | |
Total current liabilities | 13,105 | 12,302 |
Unearned revenue recognized under units-of-revenue method - long-term | 13,130 | 13,516 |
Long-term debt | 11,654 | 12,764 |
Long-term operating lease liabilities | 182 | 229 |
Other liabilities - long-term | 102 | 50 |
Total liabilities | 38,173 | 38,861 |
Commitments and Contingencies | ||
Stockholders' equity: | ||
Common stock, $0.0075 par value, 277,333,332 shares authorized, 11,259,926 and 11,228,792 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively | 84 | 84 |
Additional paid-in capital | 1,270,046 | 1,267,377 |
Accumulated deficit | (1,188,459) | (1,181,086) |
Total stockholders' equity | 81,720 | 86,424 |
Total liabilities and stockholders' equity | 119,893 | 125,285 |
8.625% Series A Cumulative, Perpetual Preferred Stock | ||
Stockholders' equity: | ||
Preferred Stock | 49 | 49 |
Convertible preferred stock. | ||
Stockholders' equity: | ||
Preferred Stock |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Preferred stock, par value (in dollars per share) | $ 0.05 | $ 0.05 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
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) | 11,259,926 | 11,228,792 |
Common stock, shares outstanding (in shares) | 11,259,926 | 11,228,792 |
8.625% Series A Cumulative, Perpetual Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.05 | |
Preferred stock, dividend rate (as a percent) | 8.625% | 8.625% |
Preferred stock, shares issued (in shares) | 984,000 | 984,000 |
Preferred stock, shares outstanding (in shares) | 984,000 | 984,000 |
Convertible preferred stock. | ||
Preferred stock, shares issued (in shares) | 5,003 | 5,003 |
Preferred stock, shares outstanding (in shares) | 5,003 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues: | ||
Revenue from contracts with customers | $ 19 | $ 500 |
Revenue recognized under units-of-revenue method | 356 | 304 |
Total revenues | 375 | 804 |
Operating expenses: | ||
Research and development | 61 | 62 |
General and administrative | 6,741 | 6,358 |
Total operating expenses | 6,802 | 6,420 |
Loss from operations | (6,427) | (5,616) |
Other income (expense), net: | ||
Interest expense | (289) | (542) |
Other expense, net | (657) | (126) |
Loss before income tax | (7,373) | (6,284) |
Income tax benefit | 0 | 1,526 |
Net loss | (7,373) | (4,758) |
Net comprehensive loss | (7,373) | (4,758) |
Less: Series A accumulated dividends | (530) | |
Net income (loss) and comprehensive income (loss) available to common stockholders, basic | (7,903) | (4,758) |
Net income (loss) and comprehensive income (loss) available to common stockholders, diluted | $ (7,903) | $ (4,758) |
Basic and diluted net loss per share available to common stockholders (in dollars per share) | $ (0.70) | $ (0.49) |
Weighted average shares used in computing basic and diluted net loss per share available to common stockholders | 11,240 | 9,761 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Preferred stock8.625% Series A Cumulative, Perpetual Preferred Stock | Preferred stockConvertible preferred stock. | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2019 | $ 6 | $ 73 | $ 1,238,299 | $ (1,194,384) | $ 43,988 | |
Balance (in shares) at Dec. 31, 2019 | 9,759,000 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Exercise of stock options (in shares) | 0 | |||||
Issuance of common stock related to 401(k) contribution | 88 | $ 88 | ||||
Issuance of common stock related to 401(k) contribution (in shares) | 3,000 | |||||
Stock-based compensation expense | 1,788 | 1,788 | ||||
Disgorgement of stockholder's short-swing profits | 13 | 13 | ||||
Net (loss) income | (4,758) | (4,758) | ||||
Balance at Mar. 31, 2020 | 6 | $ 73 | 1,240,188 | (1,199,142) | 41,119 | |
Balance (in shares) at Mar. 31, 2020 | 9,762,000 | |||||
Balance at Dec. 31, 2020 | $ 49 | 5 | $ 84 | 1,267,377 | (1,181,086) | 86,424 |
Balance (in shares) at Dec. 31, 2020 | 984,000 | 11,229,000 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Exercise of stock options | 388 | $ 388 | ||||
Exercise of stock options (in shares) | 24,000 | 24,193 | ||||
Exercise of common stock warrants (in shares) | 5,000 | |||||
Issuance of common stock related to 401(k) contribution | 90 | $ 90 | ||||
Issuance of common stock related to 401(k) contribution (in shares) | 2,000 | |||||
Stock-based compensation expense | 2,898 | 2,898 | ||||
Preferred stock dividends | (707) | (707) | ||||
Net (loss) income | (7,373) | (7,373) | ||||
Balance at Mar. 31, 2021 | $ 49 | $ 5 | $ 84 | $ 1,270,046 | $ (1,188,459) | $ 81,720 |
Balance (in shares) at Mar. 31, 2021 | 984,000 | 11,260,000 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (7,373) | $ (4,758) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Stock-based compensation expense | 2,898 | 1,788 |
Common stock contribution to 401(k) | 90 | 88 |
Depreciation and amortization | 2 | 6 |
Amortization of debt issuance costs, debt discount and final payment on debt | 127 | 191 |
Provision for bad debt | 1,409 | |
Non-cash lease expense | 39 | 37 |
Change in fair value of equity securities | 672 | 273 |
Changes in assets and liabilities: | ||
Trade and other receivables, net | 183 | 212 |
Income tax receivable | 1,526 | (1,526) |
Prepaid expenses and other assets | 225 | 147 |
Accounts payable and accrued liabilities | 1,046 | 38 |
Operating lease liabilities | (44) | (39) |
Unearned revenue recognized under units-of-revenue method | (356) | (304) |
Other liabilities | 51 | 158 |
Net cash used in operating activities | (914) | (2,280) |
Cash flows from investing activities: | ||
Payments related to purchase of royalty rights | (13,500) | |
Net cash used in investing activities | (13,500) | |
Cash flows from financing activities: | ||
Proceeds from exercise of options | 508 | |
Payment of preferred and common stock issuance costs | (264) | (166) |
Principal payments - debt | (2,125) | (938) |
Principal payments - finance lease | (5) | |
Proceeds from disgorgement of stockholder's short-swing profits | 13 | |
Taxes paid related to net share settlement of equity awards | (119) | |
Net cash used in financing activities | (2,000) | (1,096) |
Net increase in cash and restricted cash | (16,414) | (3,376) |
Cash and restricted cash at the beginning of the period | 86,364 | 56,688 |
Cash and restricted cash at the end of the period | 69,950 | 53,312 |
Supplemental Cash Flow Information: | ||
Cash paid for interest | 120 | $ 199 |
Non-cash investing and financing activities: | ||
Preferred stock dividend accrual | 707 | |
Accrued financing costs related to issuance of common stock | 87 | |
Accrued financing costs related to issuance of preferred stock | $ 81 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2021 | |
Description of Business | |
Description of Business | 1. Description of Business XOMA Corporation (referred to as āXOMAā or the āCompanyā), a Delaware corporation, is a biotech royalty aggregator with a sizable portfolio of economic rights to future potential milestone and royalty payments associated with partnered pre-commercial therapeutic candidates. The Companyās portfolio was built through licensing its proprietary products and platforms from its legacy discovery and development business, combined with acquisitions of rights to future milestones and royalties that the Company has made since the royalty aggregator business model was implemented in 2017. The Companyās drug royalty aggregator business is focused on early to mid-stage clinical assets primarily in Phase 1 and 2 with blockbuster potential licensed to large-cap partners. The Company expects that most of its future revenue will be based on payments the Company may receive for milestones and royalties related to these programs. Liquidity and Financial Condition The Company has incurred significant operating losses and negative cash flows from operations since its inception. As of March 31, 2021, the Company had unrestricted and restricted cash of $70.0 million. The restricted cash balance may only be used to pay dividends on the 8.625% Series A cumulative, perpetual preferred stock (āSeries A Preferred Stockā) issued in December 2020. On April 9, 2021, the Company closed a public offering of 1,600,000 depositary shares, each representing a 1/1000 th ā |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Basis of Presentation and Significant Accounting Policies | |
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 the Company and its wholly owned subsidiaries. All intercompany accounts and transactions among consolidated entities were eliminated upon consolidation. The unaudited condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles (āGAAPā) in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. 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 consolidated 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 Companyās Annual Report on Form 10-K for the year ended December 31, 2020, filed with the U.S. Securities and Exchange Commission (āSECā) on March 10, 2021. These financial statements have been prepared on the same basis as the Companyās annual consolidated 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 Companyās consolidated financial information. The interim results of operations are not necessarily indicative of the results that may be expected for the full year. 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 ongoing basis, management evaluates its estimates including, but not limited to, those related to revenue recognition, revenue recognized under units-of-revenue method, equity securities, 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 Companyās billing under government contracts and amortization of the payments received from HealthCare Royalty Partners II, L.P. (āHCRPā). Under the Companyās contracts with the National Institute of Allergy and Infectious Diseases (āNIAIDā), a part of the National Institutes of Health (āNIHā), the Company billed using NIHās provisional rates and thus is subject to future audits at the discretion of NIAIDās contracting office. In October of 2019, NIH notified the Company that it engaged KPMG to perform an audit of the Companyās incurred cost submissions for 2013, 2014 and 2015. The audit procedures were completed and the Company adjusted its estimated liability owed to NIH to $1.4 million as of December 31, 2020 (Note 4). The estimated liability owed to NIH had not changed as of March 31, 2021. The audit remains subject to further review by NIH as part of the contract close-out process, which includes finalization of rates for years 2010 through 2015, and the Company may incur further liability as a result. In addition, under the contracts with HCRP, the amortization for the reporting period is calculated based on the payments expected to be made by the licensees to HCRP over the term of the arrangement. Any changes to the estimated payments by the licensees to HCRP can result in a material adjustment to revenue previously reported. The COVID-19 pandemic has resulted in a global slowdown of economic activity which has led to delays and could result in further delays or terminations of some clinical trials underlying the Companyās royalty purchase agreements. Estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require the exercise of judgment. These estimates may change, as new events occur and additional information is obtained, and are recognized in the condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Companyās financial statements. Cash and Restricted Cash Cash consists of bank deposits held in business checking and interest-bearing deposit accounts. As of March 31, 2021, the Company did not have any cash equivalent balances, defined as highly liquid financial instruments purchased with original maturities of three months or less. Restricted cash consists of bank deposits held to pay dividends on the Companyās Series A Preferred Stock. The Company maintains cash and restricted cash balances at commercial banks. Balances commonly exceed the amount insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in such accounts, and management believes that the Company is not exposed to any significant credit risk with respect to such cash and restricted cash. ā The following table provides a reconciliation of cash and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows (in thousands): ā ā ā ā ā ā ā Three Months Ended March 31, ā 2021 ā 2020 ā ā ā ā ā ā Cash $ 67,808 ā $ 53,312 Restricted cash ā 2,142 ā ā ā Total cash and restricted cash $ 69,950 ā $ 53,312 ā Revenue Recognition The Company recognizes revenue from all contracts with customers according to Accounting Standards Codification (āASCā) Topic 606, Revenue from Contracts with Customers To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation based on relative fair values, when (or as) the performance obligation is satisfied. The Company recognizes revenue from its license and collaboration arrangements and royalties. The terms of the arrangements generally include payment to the Company of one or more of the following: non-refundable, upfront license fees, development, regulatory and commercial milestone payments, and royalties on net sales of licensed products. License of intellectual property If the license to the Companyās intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from non-refundable, upfront fees allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. For licenses that are bundled with other promises, such as transfer of related materials, process and know-how, the Company utilizes judgement to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time. Under the Companyās license agreements, the nature of the combined performance obligation is the granting of licenses to the customers as the other promises are not separately identifiable in the context of the arrangement. Since the Company grants the license to a customer as it exists at the point of transfer, and is not involved in any future development or commercialization of the products related to the license, the nature of the license is a right to use the Companyās intellectual property as transferred. As such, the Company recognizes revenue related to the combined performance obligation upon completion of the delivery of the related materials, process and know-how (i.e., at a point in time). Milestone payments At the inception of each arrangement that includes development and regulatory milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price. ASC 606 suggests two alternatives to use when estimating the amount of variable consideration: the expected value method and the most likely amount method. Under the expected value method, an entity considers the sum of probability-weighted amounts in a range of possible consideration amounts. Under the most likely amount method, an entity considers the single most likely amount in a range of possible consideration amounts. The Company uses the most likely amount method for development and regulatory milestone payments. If it is probable that a significant cumulative revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis. The Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability or achievement of each such milestone and any related constraint, and if necessary, adjusts its estimates of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenue and earnings in the period of adjustment. Royalties For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Upfront payments and fees are recorded as deferred revenue upon receipt or when due and may require deferral of revenue recognition to a future period until the Company performs its obligations under these arrangements. Amounts payable to the Company are recorded as accounts receivable when the Companyās right to consideration is unconditional. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. Sale of Future Revenue Streams The Company has sold its rights to receive certain milestones and royalties on product sales. In the circumstance where the Company has sold its rights to future milestones and royalties under a license agreement and also maintains limited continuing involvement in the arrangement (but not significant continuing involvement in the generation of the cash flows that are due to the purchaser), the Company defers recognition of the proceeds it receives for the sale of milestone or royalty streams and recognizes such unearned revenue as revenue under units-of-revenue method over the life of the underlying license agreement. Under the units-of-revenue method, amortization for a reporting period is calculated by computing a ratio of the proceeds received from the purchaser to the total payments expected to be made to the purchaser over the term of the agreement, and then applying that ratio to the periodās cash payment. Estimating the total payments expected to be received by the purchaser over the term of such arrangements requires management to use subjective estimates and assumptions. Changes to the Companyās estimate of the payments expected to be made to the purchaser over the term of such arrangements could have a material effect on the amount of revenues recognized in any particular period. Stock-Based Compensation The Company recognizes compensation expense for all stock-based payment awards made to the Companyās employees, consultants and directors that are expected to vest based on estimated fair values. The valuation of stock option awards is determined at the date of grant using the Black-Scholes Option Pricing Model (the āBlack-Scholes Modelā). The Black-Scholes 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 Companyās historical volatility. The risk-free rate is based on the yield available on United States Treasury zero-coupon issues corresponding to the expected term of the award. The Company records forfeitures when they occur. The Company records compensation expense for service-based awards on a straight-line basis over the requisite service period, which is generally the vesting period of the award, or to the date on which retirement eligibility is achieved, if shorter. Equity Securities The Company received shares of common stock from Rezolute, Inc. (āRezoluteā) (Note 4). Equity investments in Rezolute are classified in the condensed consolidated balance sheets as equity securities. The equity securities are measured at fair value, with changes in fair value recorded in the other income (expense), net line item of the condensed consolidated statement of operations and comprehensive loss at each reporting period. The Company remeasures its equity investments at each reporting period until such time that the investment is sold or disposed of. If the Company sells an investment, any realized gains and losses on the sale of the securities will be recognized in the condensed consolidated statement of operations and comprehensive loss in the period of sale. In October 2020, Rezolute completed a 1:50 Purchase of Rights to Future Milestones and Royalties The Company has purchased rights to receive a portion of certain future developmental, regulatory and commercial sales milestones, royalties and option fees on sales of products currently in clinical development. The Company acquired such rights from various entities and recorded the amount paid for these rights as long-term royalty receivables (Note 5). In addition, the Company may be obligated to make contingent payments related to certain product development milestones, fees upon exercise of options related to future license products and sales-based milestones. The contingent payments are evaluated whether they are freestanding instruments or embedded derivatives. If freestanding instruments, the contingent payments are measured at fair value at the inception of the arrangement, subject to remeasurement to fair value each reporting period. Any changes in the estimated fair value is recorded in the condensed consolidated statement of operations and comprehensive loss. The Company accounts for milestone and royalty rights related to developmental pipeline products on a non-accrual basis using the cost recovery method. These developmental pipeline products are non-commercialized, non-approved products that require Food and Drug Administration (āFDAā) or other regulatory approval, and thus have uncertain cash flows. The Company is not yet able to reliably forecast future cash flows given their pre-commercial stages of development. The related receivable balance is classified as noncurrent since no payments are probable to be received in the near term. Under the cost recovery method, any milestone or royalty payment received is recorded as a direct reduction of the recorded receivable balance. When the recorded receivable balance has been fully collected, any additional amounts collected are recognized as revenue. The Company reviews public information on clinical trials, press releases and updates from its partners regularly to identify any impairment indicators or changes in expected recoverability of the long-term royalty receivable asset. If an impairment indicator is identified, and the Company determines expected future cash flows discounted to the current period are less than the carrying value of the asset, the Company will record impairment. The impairment will be recognized by reducing the financial asset to an amount that represents the present value of the most recent estimate of future cash flows. No impairment indicators were identified, and no impairment was recorded as of March 31, 2021 and December 31, 2020. Leases The Company leases its headquarters office space in Emeryville, California. The Company determines the initial classification and measurement of its right-of-use assets and lease liabilities at the lease commencement date and thereafter if modified. The lease term includes any renewal options and termination options that the Company is reasonably certain to exercise. The present value of lease payments is determined by using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the Company uses its incremental borrowing rate. The incremental borrowing rate is determined by using the rate of interest that the Company would pay to borrow on a collateralized basis an amount equal to the lease payments for a similar term and in a similar economic environment. The Company built its incremental borrowing rate starting with the interest rate on its fully collateralized debt and then adjusted it for lease term length. Rent expense for operating leases is recognized on a straight-line basis, unless the right-of-use asset has been impaired, over the reasonably assured lease term based on the total lease payments and is included in operating expenses in the condensed consolidated statements of operations and comprehensive loss. If an operating lease were to reflect impairment, the Company will recognize the amortization of the right-of-use asset on a straight-line basis over the remaining lease term with rent expense still included in operating expenses in the condensed consolidated statements of operations and comprehensive loss. For all leases, rent payments that are based on a fixed index or rate at the lease commencement date are included in the measurement of lease assets and lease liabilities at the lease commencement date. The Company has elected the practical expedient to not separate lease and non-lease components. The Companyās non-lease components are primarily related to property maintenance, which varies based on future outcomes, and thus is recognized in rent expense when incurred. Income Taxes The Company accounts for income taxes using the liability method under which deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount which is more likely than not to be realizable. The recognition, derecognition and measurement of a tax position is based on managementās best judgment given the facts, circumstances and information available at each reporting date. The Companyās policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense. To date, there have been no interest or penalties charged in relation to the unrecognized tax benefits. Net Loss per Share Attributable to Common Stockholders The Company calculates basic and diluted loss per share attributable to common stockholders using the two-class method. The Companyās convertible Series X and Series Y preferred stocks participate in any dividends declared by the Company on its common stock and are therefore considered to be participating securities. The Companyās Series A Preferred Stock does not participate in any dividends or distribution by the Company on its common stock and is therefore not considered to be a participating security. Under the two-class method, net income, as adjusted for any accumulated dividends on Series A Preferred Stock for the period and any deemed dividends related to beneficial conversion features on convertible preferred stock, if applicable, is allocated to each class of common stock and participating security as if all of the net income for the period had been distributed. Undistributed earnings allocated to participating securities are subtracted from net income in determining net income attributable to common stockholders. During periods of loss, the Company allocates no loss to participating securities because they have no contractual obligation to share in the losses of the Company. Basic net loss per share attributable to common stockholders is then calculated by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. All participating securities are excluded from the basic weighted average common shares outstanding. Diluted net loss per share attributable to common stockholders is based on the weighted average number of shares outstanding during the period, adjusted to include the assumed exercise of certain stock options and warrants for common stock. The calculation of diluted net loss per share attributable to common stockholders requires that, to the extent the average market price of the underlying shares for the reporting period exceeds the exercise price of any outstanding options or warrants, the presumed exercise of such securities are dilutive to net loss per share attributable to common stockholders for the period. Adjustments to the denominator are required to reflect the related dilutive shares. The Companyās Series A Preferred Stock becomes convertible upon the occurrence of specific events other than a change in the Companyās share price and therefore, is not included in the diluted shares until the contingency is resolved. Concentration of Risk Cash and receivables are financial instruments which potentially subject the Company to concentrations of credit risk, as well as liquidity risk. The Company monitors the creditworthiness of its customers to which it grants credit terms in the normal course of business but does not generally require collateral on receivables. For the three months ended March 31, 2021, one partner represented 95% of total revenues. For the three months ended March 31, 2020, two partners represented 62% and 38% of total revenues. As of December 31, 2020, one partner represented 100% of the trade receivables, net balance. As of March 31, 2021, the Company had no trade receivables, net balance. Comprehensive Loss Comprehensive loss is comprised of two components: net loss and other comprehensive (loss) income. Other comprehensive (loss) income refers to gains and losses that under U.S. GAAP are recorded as an element of stockholdersā equity but are excluded from net loss. The Company did not record any transactions within other comprehensive (loss) income in the periods presented and, therefore, the net loss and comprehensive loss were the same for all periods presented. Accounting Pronouncements Recently Adopted In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. In August 2020, the FASB issued ASU 2020-06, Debt ā Debt with Conversion and Other Options (Subtopic 470-20) and Derivative and Hedging ā Contracts in Entityās Own Equity (Subtopic 815-40). In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ā |
Condensed Consolidated Financia
Condensed Consolidated Financial Statements Details | 3 Months Ended |
Mar. 31, 2021 | |
Condensed Consolidated Financial Statements Details | |
Condensed Consolidated Financial Statements Details | 3. Condensed Consolidated Financial Statements Details Equity Securities As of March 31, 2021 and December 31, 2020, equity securities consisted of an investment in Rezoluteās common stock of $1.0 million and $1.7 million, respectively (Note 4). For the three months ended March 31, 2021, the Company recognized losses of $0.7 million due to the change in fair value of its investment in Rezoluteās common stock in the other income (expense), net line item of the condensed consolidated statements of operations and comprehensive loss. The Company recognized a loss of $0.3 million for the three months ended March 31, 2020. Accrued and Other Liabilities Accrued and other liabilities consisted of the following (in thousands): ā ā ā ā ā ā ā ā ā ā March 31, ā December 31, ā 2021 2020 Accrued legal and accounting fees ā $ 949 ā $ 351 Accrued incentive compensation ā ā 231 ā ā 71 Accrued payroll and other benefits ā 111 ā 136 Other ā ā 50 ā ā 40 Interest payable ā 35 ā 44 Total ā $ 1,376 ā $ 642 ā Net Loss Per Share Attributable to Common Stockholders The following is a reconciliation of the numerator (net loss) and the denominator (number of shares) used in the calculation of basic and diluted net loss per share attributable to common stockholders (in thousands, except per share amounts): ā ā ā ā ā ā ā ā ā ā Three Months Ended March 31, ā 2021 2020 Numerator ā ā Net loss ā $ (7,373) ā $ (4,758) Less: Series A accumulated dividends ā (530) ā ā ā Net loss available to common stockholders, basic and diluted ā $ (7,903) ā $ (4,758) ā ā ā ā ā Denominator ā ā ā ā Weighted average shares used in computing basic and diluted net loss per share available to common stockholders ā 11,240 ā 9,761 Basic and diluted net loss per share of common stock ā $ (0.70) ā $ (0.49) ā Potentially dilutive securities are excluded from the calculation of diluted net loss per share available to common stockholders if their inclusion is anti-dilutive. The following table shows the weighted-average outstanding securities considered anti-dilutive and therefore excluded from the computation of diluted net loss per share attributable to common stockholders (in thousands): ā ā ā ā ā ā ā ā Three Months Ended March 31, ā 2021 2020 Convertible preferred stock ā 5,003 ā 6,256 Common stock options 277 ā 532 Warrants for common stock 5 ā 15 Total 5,285 6,803 ā |
Licensing and Other Arrangement
Licensing and Other Arrangements | 3 Months Ended |
Mar. 31, 2021 | |
Licensing and Other Arrangements | |
Licensing and Other Arrangements | 4. Licensing and Other Arrangements Novartis International ā Anti-TGFĪ² Antibody (NIS793) On September 30, 2015, the Company and Novartis International Pharmaceutical Ltd. (āNovartis Internationalā) entered into a license agreement (the āAnti-TGFĪ² Antibody License Agreementā) under which the Company granted Novartis International an exclusive, world-wide, royalty-bearing license to the Companyās anti-transforming growth factor beta (āTGFĪ²ā) antibody program (now āNIS793ā). Under the terms of the Anti-TGFĪ² Antibody License Agreement, Novartis International has worldwide rights to NIS793 and is responsible for the development and commercialization of antibodies and products containing antibodies arising from NIS793. Unless terminated earlier, the Anti-TGFĪ² Antibody License Agreement will remain in effect, on a country-by-country and product-by-product basis, until Novartis Internationalās royalty obligations end. The Anti-TGFĪ² Antibody License Agreement contains customary termination rights relating to material breach by either party. Novartis International also has a unilateral right to terminate the Anti-TGFĪ² Antibody License Agreement on an antibody-by-antibody and country-by-country basis or in its entirety on one hundred eighty daysā notice. The Company concluded that there were multiple promised goods and services under the Anti-TGFĪ² Antibody License Agreement, including the transfer of license, regulatory services and transfer of materials, process and know-how, which were determined to represent one combined performance obligation. The Company recognized the entire upfront payment of $37.0 million as revenue in the consolidated statement of comprehensive loss in 2015 as it had completed its performance obligations as of December 31, 2015 The Company is eligible to receive up to a total of $480.0 million in development, regulatory and commercial milestones under the Anti-TGFĪ² Antibody License Agreement. During the year ended December 31, 2017, Novartis International achieved a clinical development milestone pursuant to the Anti-TGFĪ² Antibody License Agreement, and as a result, the Company earned a $10.0 million milestone payment which was recognized as license fees in the consolidated statement of operations and comprehensive loss. The Company concluded that the development and regulatory milestone payments are solely dependent on Novartis Internationalās performance and achievement of the specified events. The Company determined that it is not probable that a significant cumulative revenue reversal will not occur in future periods for these future payments. Therefore, the remaining development and regulatory milestones are fully constrained and excluded from the transaction price until the respective milestone is achieved. Any consideration related to commercial milestones (including royalties) will be recognized when the related sales occur as they were determined to relate predominantly to the licenses granted to Novartis International and therefore, have also been excluded from the transaction price. At the end of each reporting period, the Company will update its assessment of whether an estimate of variable consideration is constrained and update the estimated transaction price accordingly. The Company is also eligible to receive royalties on sales of licensed products, which are tiered based on sales levels and range from a mid single-digit percentage rate to up to a low double-digit percentage rate. Novartis Internationalās obligation to pay royalties with respect to a particular product and country will continue for the longer of the date of expiration of the last valid patent claim covering the product in that country, or ten years from the date of the first commercial sale of the product in that country. On October 21, 2020, the first patient was dosed in Novartis International's NIS793 Phase 2 clinical trial and the Company earned a $25.0 million milestone payment. As specified under the terms the Anti-TGFĪ² Antibody License Agreement, the Company received $17.7 million in cash and the remaining balance of $7.3 million was recognized as a reduction to the Company's debt obligation to Novartis. The Company is eligible to receive up to a total of $445.0 million in the remaining development, regulatory and commercial milestones under the Anti-TGFĪ² Antibody License Agreement. As of March 31, 2021 and December 31, 2020, there were no contract assets or contract liabilities related to this agreement. None of the costs to obtain or fulfill the contract were capitalized. No revenue was recognized for the three months ended March 31, 2021 and 2020. Novartis ā Gevokizumab (VPM087) and IL-1 Beta On August 24, 2017, the Company and Novartis Pharma AG (āNovartisā) entered into a license agreement (the āGevokizumab License Agreementā) under which the Company granted to Novartis an exclusive, worldwide, royalty-bearing license to gevokizumab (āVPM087ā), a novel anti-Interleukin-1 (āIL-1ā) beta allosteric monoclonal antibody and related know-how and patents (altogether, the āXOMA IPā). Under the terms of the Gevokizumab License Agreement, Novartis is solely responsible for the development and commercialization of VPM087 and products containing VPM087. On August 24, 2017, pursuant to a separate agreement (the āIL-1 Target License Agreementā), the Company granted to Novartis non-exclusive licenses to its intellectual property covering the use of IL-1 beta targeting antibodies in the treatment and prevention of cardiovascular disease and other diseases and conditions, and an option to obtain an exclusive license (the āExclusivity Optionā) to such intellectual property for the treatment and prevention of cardiovascular disease. Under the Gevokizumab License Agreement, the Company received total consideration of $30.0 million for the license and rights granted to Novartis. Of the total consideration, $15.7 million was paid in cash and $14.3 million (equal to ā¬12.0 million) was paid by Novartis Institutes for BioMedical Research, Inc. (āNIBRā), on behalf of the Company, to settle the Companyās outstanding debt with Les Laboratories Servier (āServierā) (the āServier Loanā). In addition, NIBR extended the maturity date on the Companyās debt to Novartis. The Company also received $5.0 million cash related to the sale of 539,131 shares of the Companyās common stock, at a purchase price of $9.2742 per share. The fair market value of the common stock issued to Novartis was $4.8 million, based on the closing stock price of $8.93 per share on August 24, 2017, resulting in a $0.2 million premium paid to the Company. Based on the achievement of pre-specified criteria, the Company is eligible to receive up to $438.0 million in development, regulatory and commercial milestones under the Gevokizumab License Agreement. The Company is also eligible to receive royalties on sales of licensed products, which are tiered based on sales levels and range from the high single-digits to mid-teens. Under the IL-1 Target License Agreement, the Company received an upfront cash payment of $10.0 million and is eligible to receive low single-digit royalties on canakinumab sales in cardiovascular indications covered by the Companyās patents. Should Novartis exercise the Exclusivity Option, the royalties on canakinumab sales will increase to the mid single-digits. Unless terminated earlier, the Gevokizumab License Agreement and IL-1 Target License Agreement will remain in effect, on a country-by-country and product-by-product basis, until Novartisā royalty obligations end. The two agreements contain customary termination rights relating to material breach by either party. Novartis also has a unilateral right to terminate the Gevokizumab License Agreement on a product-by-product and country-by-country basis or in its entirety on six monthsā prior written notice to the Company. Under the IL-1 Target License Agreement, Novartis has a unilateral right to terminate the agreement on a product-by-product and country-by-country basis or in its entirety upon a prior written notice. The Gevokizumab License Agreement and IL-1 Target License Agreement were accounted for as one arrangement because they were entered into at the same time in contemplation of each other. The Company concluded that there are multiple promised goods and services under the combined arrangement, including the transfer of license to IL-1 beta targeting antibodies, and the transfer of license, know-how, process, materials and inventory related to the VPM087 antibody, which were determined to represent two distinct performance obligations. The Company determined that the Exclusivity Option is not an option with material right because the upfront payments to the Company were not negotiated to provide an incremental discount for the future additional royalties upon exercise of the Exclusivity Option. Therefore, the Company concluded that the Exclusivity Option is not a performance obligation. The additional royalties will be recognized as revenue when, and if, Novartis exercises its option because the Company has no further performance obligations at that point. At the inception of the arrangement, the Company determined that the transaction price under the arrangement was $40.2 million, which consisted of the $25.7 million upfront cash payments, the $14.3 million Servier Loan payoff and the $0.2 million premium on the sale of the common stock. The transaction price was allocated to the two performance obligations based on their standalone selling prices. The Company determined that the nature of the two performance obligations is the right to use the licenses as they exist at the point of transfer, which occurred when the transfer of materials, process and know-how, and filings to regulatory authority were completed. During the year ended December 31, 2017, the Company recognized the entire transaction price of $40.2 million as revenue upon completion of the delivery of the licenses and related materials, process and know-how and filings to regulatory authority. The Company concluded that the development and regulatory milestone payments are solely dependent on Novartisā performance and achievement of specified events. The Company determined that it is not probable that a significant cumulative revenue reversal will not occur in future periods for these future payments. Therefore, the development and regulatory milestones are fully constrained and excluded from the transaction price until the respective milestone is achieved. Any consideration related to commercial milestones (including royalties) will be recognized when the related sales occur as they were determined to relate predominantly to the licenses granted to Novartis and therefore, have also been excluded from the transaction price. At the end of each reporting period, the Company will update its assessment of whether an estimate of variable consideration is constrained and update the estimated transaction price accordingly. As of March 31, 2021 and December 31, 2020, there were no contract assets or contract liabilities related to this arrangement. None of the costs to obtain or fulfill the contract were capitalized. No revenue was recognized for the three months ended March 31, 2021 and 2020. Takeda On November 1, 2006, the Company entered into a collaboration agreement with Takeda Pharmaceutical Company Limited (āTakedaā) (the āTakeda Collaboration Agreementā) under which the Company agreed to discover and optimize therapeutic antibodies against multiple targets selected by Takeda. Under the terms of the Takeda Collaboration Agreement, the Company may receive additional milestone payments aggregating up to $19.0 million relating to TAK-079 (mezagitamab) and low single-digit royalties on future sales of all products subject to this license. The Companyās right to milestone payments expires on the later of the receipt of payment from Takeda of the last amount to be paid under the agreement or the cessation by Takeda of all research and development activities with respect to all program antibodies, collaboration targets or collaboration products. The Companyās right to royalties expires on the later of 13.5 years from the first commercial sale of each royalty-bearing discovery product or the expiration of the last-to-expire licensed patent (or 12 years from first commercial sale if there is significant generic competition post patent-expiration). In February 2009, the Company expanded the existing collaboration to provide Takeda with access to multiple antibody technologies, including a suite of research and development technologies and integrated information and data management systems. The Company may receive milestones of up to $3.3 million per discovery product candidate and low single-digit royalties on future sales of all antibody products subject to this license. The Companyās right to milestone payments expires on the later of the receipt of payment from Takeda of the last amount to be paid under the agreement or the cessation by Takeda of all research and development activities with respect to all program antibodies, collaboration targets or collaboration products. The Companyās right to royalties expires on the later of 10 years from the first commercial sale of such royalty-bearing discovery product or the expiration of the last-to-expire licensed patent. On November 16, 2020, the first patient was dosed in Takedaās Phase 2 study of mezagitamab, and the Company earned a $2.0 million milestone payment from Takeda. As of March 31, 2021 and December 31, 2020, there were no contract assets or contract liabilities related to this arrangement. None of the costs to obtain or fulfill the contract were capitalized. No revenue was recognized for the three months ended March 31, 2021 and 2020. Rezolute On December 6, 2017, the Company entered into a license agreement with Rezolute pursuant to which the Company granted an exclusive global license to Rezolute to develop and commercialize X358 (now āRZ358ā) products for all indications. The Company and Rezolute also entered into a common stock purchase agreement pursuant to which Rezolute agreed to issue to the Company, as consideration for receiving the license for RZ358, a certain number of its common stock related to its future financing activities. Under the terms of the license agreement, Rezolute is responsible for all development, regulatory, manufacturing and commercialization activities associated with RZ358 and is required to make certain development, regulatory and commercial milestone payments to the Company of up to $232.0 million in the aggregate based on the achievement of pre-specified criteria. Under the license agreement, the Company is also eligible to receive royalties ranging from the high single-digits to the mid-teens based upon annual net sales of any commercial product incorporating RZ358. Rezolute is obligated to take customary steps to advance RZ358, including using diligent efforts to commence the next clinical study for RZ358 by a certain deadline and to meet certain spending requirements on an annual basis for the program until a marketing approval application for RZ358 is accepted by the FDA. Rezoluteās obligation to pay royalties with respect to a particular RZ358 product and country will continue for the longer of the date of expiration of the last valid patent claim covering the product in that country, or twelve years from the date of the first commercial sale of the product in that country. Rezoluteās future royalty obligations in the United States will be reduced by 20% if the manufacture, use or sale of a licensed product is not covered by a valid XOMA patent claim, until such a claim is issued. Under the terms of the license agreement, the Company is eligible to receive a low single-digit royalty on sales of Rezoluteās other non-RZ358 products from its current programs. Rezoluteās obligation to pay royalties with respect to a particular Rezolute product and country will continue for the longer of twelve years from the date of the first commercial sale of the product in that country or for so long as Rezolute or its licensee is selling such product in such country (the āRoyalty Termā), provided that any such licensee royalty will terminate upon the termination of the licenseeās obligation to make payments to Rezolute based on sales of such product in such country. Rezolute had an option through June 1, 2019 to obtain an exclusive license for their choice of one of the Companyās preclinical monoclonal antibody fragments, including X129 (the āAdditional Product Optionā), in exchange for a $1.0 million upfront option fee and additional clinical, regulatory and commercial milestone payments to the Company of up to $237.0 million in the aggregate based on the achievement of pre-specified criteria as well as royalties ranging from the high single-digits to the mid-teens based on annual net sales. On June 1, 2019, Rezoluteās right to the Additional Product Option expired unexercised. The license agreement contains customary termination rights relating to material breach by either party. Rezolute also has a unilateral right to terminate the license agreement in its entirety on ninety daysā notice at any time. The Company has the right to terminate the license agreement if Rezolute challenges the licensed patents. Under the license agreement and common stock purchase agreement, no consideration was exchanged upon execution of the arrangement. In consideration for receiving the license for RZ358, Rezolute agreed to issue shares of its common stock and pay cash to the Company upon the occurrence of Rezoluteās financing activities and the amounts to be paid to be based on the timing of those activities. Rezolute License Agreement - First Amendment In March 2018, the Company and Rezolute amended the license agreement and common stock purchase agreement. Pursuant to the as-amended terms of the license agreement and common stock purchase agreement, the Company was eligible to receive $6.0 million in cash, $8.5 million of Rezoluteās common stock, and 7,000,000 shares (140,000 post-split shares) of Rezoluteās common stock, contingent on the completion of Rezoluteās financing activities. Further, in the event that Rezolute did not complete a financing that raised at least $20.0 million in aggregate gross proceeds (āQualified Financingā) by March 31, 2019 (the ā2019 Closingā), the Company would have received an additional number of shares of Rezoluteās common stock equal to $8.5 million divided by the weighted average of the closing bid and ask prices or the average closing prices of Rezoluteās common stock on the ten-day trading period prior to March 31, 2019. Finally, in the event that Rezolute was unable to complete a Qualified Financing by March 31, 2020, the Company would have been eligible to receive $15.0 million in cash in order for Rezolute to maintain the license. Under the common stock purchase agreement, Rezolute granted the Company the right and option to sell the greater of (i) 5,000,000 shares (100,000 post-split shares) of common stock or (ii) one third During the three months ended March 31, 2018, the Company completed the delivery of the license and related materials, product data/filing, process and know-how to Rezolute. However, the Company determined that it was not probable that the Company would collect substantially all of the consideration to which it was entitled in exchange for the goods and services transferred to Rezolute. Therefore, the Company determined no contract existed as of March 31, 2018 and no revenue was recognized during the three months ended March 31, 2018 under the arrangement. Rezolute completed the Interim Financing Closing and the Initial Closing financing activities, as defined in the common stock purchase agreement, during the first and second quarter of 2018, respectively. As a result, XOMA received 8,093,010 shares (161,860 post-split shares) of Rezoluteās common stock and cash of $0.5 million in April 2018. Under the license agreement, XOMA was also entitled to receive $0.3 million of reimbursable technology transfer expenses from Rezolute. The Company concluded that the payment associated with the Initial Closing represented substantially all consideration for the delivered license and technology to Rezolute. Therefore, the Company determined that a contract existed between Rezolute and XOMA under ASC 606 on April 3, 2018. The license agreement and common stock purchase agreement were accounted for as one arrangement because they were entered into at the same time in contemplation of each other. The Company concluded that there were multiple promised goods and services under the combined arrangement, including the license to RZ358, the transfer of RZ358 materials and product data/filing, and the transfer of process and know-how related to RZ358, which were determined to represent one combined performance obligation. The Company determined that the Additional Product Option was not an option with material right because there was no upfront consideration to the Company that would result to an incremental discount for the future opt in payments. Therefore, the Company concluded that the Additional Product Option was not a performance obligation. On June 1, 2019, Rezoluteās right to the Additional Product Option expired unexercised. On April 3, 2018, the Company determined that the transaction price under the arrangement was $1.8 million, which consisted of the 8,093,010 shares (161,860 post-split shares) of Rezoluteās common stock valued at $1.0 million, $0.5 million in cash, and reimbursable technology transfer expenses of $0.3 million. During the year ended December 31, 2018, the Company recognized the entire transaction price of $1.8 million as revenue upon completion of the delivery of the licenses and related materials, product data/filing, process and know-how. The change in fair value of Rezoluteās common stock after the contract inception date was due to the form of the consideration and therefore, not included in the transaction price pursuant to the accounting guidance. The Company accounts for the change in the fair value of its investment in Rezoluteās common stock in the other income (expense), net line item of the condensed consolidated statement of operations and comprehensive loss. The Company concluded that the development and regulatory milestone payments are solely dependent on Rezoluteās performance and achievement of the specified events. The Company determined that it is not probable that a significant cumulative revenue reversal will not occur in future periods for these future payments. Therefore, the development and regulatory milestones are fully constrained and excluded from the transaction price as of the inception of the arrangement. Any consideration related to commercial milestones (including royalties) will be recognized when the related sales occur as they were determined to relate predominantly to the licenses granted to Rezolute and therefore, have also been excluded from the transaction price. At the end of each reporting period, the Company will update its assessment of whether the estimate of variable consideration is constrained and update the estimated transaction price accordingly. Rezolute License Agreement - Second Amendment On January 7, 2019, the Company and Rezolute further amended the license agreement and common stock purchase agreement. The parties agreed to replace the issuance of common stock valued at $8.5 million to XOMA upon closing of a Qualified Financing with a requirement that Rezolute make five future cash payments to XOMA totaling $8.5 million through September 2020 (the āFuture Cash Paymentsā). The amendment also provided for early payment of the Future Cash Payments (only until the $8.5 million was reached) by making cash payments to XOMA equal to 15% of the net proceeds of each future financing following the closing of the Qualified Financing, with such payments to be credited against any remaining unpaid Future Cash Payments in reverse order of their future payment date. In addition, the license agreement amendment revised the amount Rezolute is required to expend on development of RZ358 and related licensed products, revised provisions with respect to Rezoluteās diligence efforts in conducting clinical studies and eliminated XOMAās right to appoint a member to Rezoluteās board of directors. The common stock purchase agreement was amended to remove certain provisions related to the issuance of equity to XOMA in accordance with the new provisions regarding the Future Cash Payments in the license agreement. Lastly, the common stock purchase agreement was amended to provide the Company the right and option to sell up to 5,000,000 shares (100,000 post-split shares) of Rezoluteās common stock currently held by XOMA back to Rezolute upon failure by Rezolute to list its shares of its common stock on the Nasdaq Stock Market or a similar national exchange on or prior to December 31, 2019. As of December 31, 2019, Rezolute failed to list its shares of common stock on the Nasdaq Stock Market or a similar exchange. Up to 2,500,000 shares (50,000 post-split shares) may be sold back to Rezolute during calendar year 2020. During the quarter ended December 31, 2020 Rezolute began trading on the Nasdaq Stock Market and the Company has not sold any of its shares. On January 30, 2019, Rezolute closed a preferred stock financing for gross proceeds of $25.0 million, which triggered the Qualified Financing event defined under the amended common stock purchase agreement resulting in cash consideration due to XOMA of $5.5 million. In addition, the Company received from Rezolute a reimbursable technology transfer expense of $0.3 million. The cash consideration and technology reimbursement were received in February 2019. As of March 31, 2019, Rezolute completed all financing activities, as defined in the license agreement and common stock purchase agreement, and the Company was eligible to receive $8.5 million in Future Cash Payments through September 2020 (in addition to any clinical, regulatory and annual net sales milestone payments and royalties). The Company concluded that the Future Cash Payments are dependent on Rezoluteās ability to raise additional capital through future financing activities. During 2019, the Company recognized all $8.5 million Future Cash Payments as revenue and received $5.9 million Future Cash Payment from Rezolute. Rezolute License Agreement - Third Amendment On March 31, 2020, the Company and Rezolute further amended the license agreement to extend the payment schedule for the remaining $2.6 million in Future Cash Payments. The amendment to the payment terms was in response to Rezoluteās need to preserve cash as a result of the COVID-19 pandemic and w as agreed to by the Company. that in the event Rezolute completes a Qualified Financing at any time between March 31, 2020 and the date of the final payment, Rezolute shall pay all amounts outstanding within fifteen days following the closing of the Qualified Financing. ā In the first quarter of 2020, the Company received the scheduled $0.4 million Future Cash Payment from Rezolute. The Company evaluated Rezoluteās cash position as of March 31, 2020, including the estimated impact of the COVID-19 pandemic, and determined payments scheduled beyond September 30, 2020 were unlikely to be collected unless Rezolute was able to obtain additional funding, which had not occurred as of March 31, 2020. Therefore, for the three months ended March 31, 2020, the Company recorded $1.4 million in bad debt expense related to the Future Cash Payments. The Company received the scheduled $0.4 million and $0.4 million Future Cash Payments from Rezolute in the second and third quarters of 2020, respectively. The Company reassessed the collectability of the outstanding receivables and determined that the bad debt allowance of $1.4 million remained appropriate as of September 30, 2020, as the Company assessed that the financing was not probable as of the balance sheet date and as such the Company continued to have an incurred loss with respect to the collection of the remaining receivable. On October 9, 2020, Rezolute completed a private placement of its equity securities with gross proceeds of $41.0 million, which was considered a Qualified Financing event under the Third Amendment. The Qualified Financing resulted in acceleration of the remaining receivables of $1.4 million due from Rezolute, and the Company received the entire amount in October 2020. The Company recognized $1.4 million as a reversal of bad debt expense in the fourth quarter of 2020. During the quarter ended December 31, 2020, Rezolute completed a 1:50 As of March 31, 2021 and December 31, 2020, there were no contract assets or contract liabilities related to this arrangement. None of the costs to obtain or fulfill the contract were capitalized. No revenue was recognized for the three months ended March 31, 2021 and 2020. The Company reassessed the development and regulatory milestones and concluded that such variable consideration is fully constrained and excluded from the transaction price as of March 31, 2021 and December 31, 2020. Janssen Biotech The Company and Janssen Biotech, Inc. (āJanssenā) were parties to a license agreement which was terminated in 2017. In August 2019, the Company and Janssen entered into a new agreement pursuant to which the Company granted a non-exclusive license to Janssen to develop and commercialize certain drug candidates under the XOMA patents and know-how. Under the new agreement, Janssen made a one-time payment of $2.5 million to XOMA. Additionally, for each drug candidate, the Company is entitled to receive milestone payments of up to $3.0 million upon Janssenās achievement of certain clinical development and regulatory approval events. Additional milestones may be due for drug candidates which are the subject of multiple clinical trials. Upon commercialization, the Company is eligible to receive 0.75% royalty on net sales of each product. Janssenās obligation to pay royalties with respect to a particular product and country will continue until the eighth-year and sixth-month anniversary of the first commercial sale of the product in such country. The new agreement will remain in effect unless terminated by mutual written agreement of the parties. The Company concluded that the new agreement should be accounted for separately from any prior arrangements with Janssen and that the license grant is the only performance obligation under the new agreement. The Company recognized the entire one-time payment of $2.5 million as revenue in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2019 as it had completed its performance obligation. The Company concluded that the development and regulatory milestone payments are solely dependent on Janssenās performance and achievement of specified events and thus it is not probable that a significant cumulative revenue reversal will not occur in future periods for these future payments. Therefore, the development and regulatory milestones are fully constrained and excluded from the transaction price until the respective milestone is achieved. Any consideration related to royalties will be recognized when the related sales occur as they were determined to relate predominantly to the license granted to Janssen and therefore, have also been excluded from the transaction price. At the end of each reporting period, the Company will update its assessment of whether an estimate of variable consideration is constrained and update the estimated transaction price accordingly. As of March 31, 2021 and December 31, 2020, there were no contract assets or contract liabilities NIAID Prior to the sale of the Companyās biodefense business in 2017, the Company performed services under a $64.8 million multiple-year contract funded with federal funds from NIAID (Contract No. HHSN272200800028C), for development of anti-botulinum antibody product candidates. The contract work was being performed on a cost-plus fixed fee basis over a three-year period. The Company recognized revenue under the arrangement as the services were performed on a proportional performance basis. Consistent with the Companyās other contracts with the U.S. government, invoices were provisional until finalized. The Company operated under provisional rates from 2010 through 2014, subject to adjustment based on actual rates upon agreement with the government. In 2014, upon completion of NIAIDās review of hour |
Royalty Purchase Agreements
Royalty Purchase Agreements | 3 Months Ended |
Mar. 31, 2021 | |
Royalty Purchase Agreements | |
Royalty Purchase Agreements | 5. Royalty Purchase Agreements Royalty Purchase Agreement with Agenus, Inc. On September 20, 2018, the Company entered into a royalty purchase agreement (the āAgenus Royalty Purchase Agreementā) with Agenus, Inc., and certain affiliates (collectively, āAgenusā). Under the Agenus Royalty Purchase Agreement, the Company purchased from Agenus the right to receive 33% of the future royalties on six Incyte Europe S.a.r.l. (āIncyteā) immuno-oncology assets, currently in development, due to Agenus from Incyte (net of certain royalties payable by Agenus to a third party) and 10% of all future developmental, regulatory and commercial milestones related to these assets. However, the Company did not have a right to the expected near-term milestone associated with the entry of INCAGN2390 (anti-TIM-3) into its Phase 1 clinical trial. The future royalties due to Agenus from Incyte are based on low single to mid-teen digit percentage of applicable net sales. In addition, the Company purchased from Agenus the right to receive 33% of the future royalties on MK-4830, an immuno-oncology product currently in clinical development, due to Agenus from Merck Sharp & Dohme Corp. (āMerckā) and 10% of all future developmental, regulatory and commercial milestones related to this asset. The future royalties due to Agenus from Merck are based on low single-digit percentage of applicable net sales. Pursuant to the Agenus Royalty Purchase Agreement, the Companyās share in future potential development, regulatory and commercial milestones is up to $59.5 million. There is no limit on the amount of future royalties on sales that the Company may receive under the agreements. Under the terms of the Agenus Royalty Purchase Agreement, the Company paid Agenus $15.0 million. The Company financed $7.5 million of the purchase price with a term loan under its Loan and Security Agreement with Silicon Valley Bank (āSVBā) (Note 8). At the inception of the agreement, the Company recorded $15.0 million as long-term royalty receivables in the condensed consolidated balance sheets. In November 2020, MK-4830 advanced into Phase 2 development and Agenus earned a $10.0 million clinical development milestone under its license agreement with Merck, of which the Company earned $1.0 million. In accordance with the cost recovery method, the $1.0 million milestone received was recorded as a direct reduction of the recorded long-term royalty receivable balance. The Company continues to assess that no further payments are probable to be received under this agreement in the near term. Under the cost recovery method, the Company does not expect to recognize any income related to milestones and royalties received until the investment has been fully collected. The Company performed its quarterly impairment assessment and no impairment indicators were identified. Accordingly, no impairment was recorded as of March 31, 2021. Royalty Purchase Agreement with Bioasis Technologies, Inc. On February 25, 2019, the Company entered into a royalty purchase agreement (the āBioasis Royalty Purchase Agreementā) with Bioasis Technologies, Inc. and certain affiliates (collectively āBioasisā). Under the Bioasis Royalty Purchase Agreement, the Company purchased potential future milestone and royalty rights from Bioasis for product candidates that are being developed pursuant to a license agreement between Bioasis and Prothena Biosciences Limited. In addition, the Company was granted options to purchase a 1% royalty right on the next two license agreements entered into between Bioasis and third-party licensees subject to certain payments and conditions as well as a right of first negotiation on subsequent Bioasis license agreements with third parties. Upon exercise of the option related to the second license agreement executed by Bioasis, the Company may be obligated to pay up to $0.3 million per licensed product. Upon exercise of the option related to the third license agreement executed by Bioasis, the Company may be obligated to pay up to $0.4 million per licensed product. Under the terms of the Bioasis Royalty Purchase Agreement, the Company paid $0.3 million and will make contingent future cash payments of up to $0.2 million to Bioasis as the licensed product candidates reach certain development milestones (the āBioasis Contingent Considerationā). At the inception of the agreement, the Company recorded $0.4 million as long-term royalty receivables in its condensed consolidated balance sheet, including the estimated fair value of the Bioasis Contingent Consideration of $0.1 million. Future changes in the estimated fair value of the contingent consideration will be recognized in the other income (expense), net line item of the condensed consolidated statement of operations and comprehensive loss. As of March 31, 2021, there was no change in the fair value of the contingent consideration from its initial value and no amounts were paid during the three months ended March 31, 2021. The Company continues to assess that no payments are probable to be received under this agreement in the near term. Under the cost recovery method, the Company does not expect to recognize any income related to milestones and royalties received until the investment has been fully collected. The Company performed its quarterly impairment assessment and no impairment indicators were identified. Accordingly, no impairment was recorded as of March 31, 2021. On November 2, 2020, the Company entered into another royalty purchase agreement (the āSecond Bioasis Royalty Purchase Agreementā) with Bioasis. Under the Second Bioasis Royalty Purchase Agreement, the Company purchased potential future milestone and other payments, and royalty rights from Bioasis for product candidates that are being developed pursuant to a research collaboration and license agreement between Bioasis and Chiesi Farmaceutici S.p.A. (āChiesiā). The Company paid Bioasis $1.2 million upon closing of the Second Bioasis Royalty Purchase Agreement for the purchased rights. At the inception of the Second Bioasis Royalty Purchase Agreement, the Company recorded $1.2 million as long-term royalty receivables in its consolidated balance sheet. The Company continues to assess that no payments are probable to be received under the Second Bioasis Royalty Purchase Agreement in the near term. Under the cost recovery method, the Company does not expect to recognize any income related to milestones and other payments until the investment has been fully collected. The Company performed its quarterly impairment assessment and no impairment indicators were identified. Accordingly, no impairment was recorded as of March 31, 2021. ā Royalty Purchase Agreement with Aronora, Inc. On April 7, 2019, the Company entered into a royalty purchase agreement (the āAronora Royalty Purchase Agreementā) with Aronora, Inc. (āAronoraā), which closed on June 26, 2019. Under the Aronora Royalty Purchase Agreement, the Company purchased from Aronora the right to receive future royalties and a portion of upfront, milestone, and option payments (the āNon-Royaltiesā) related to five anti-thrombotic hematology drug candidates. Three candidates were subject to Aronoraās collaboration with Bayer Pharma AG (āBayerā) (the āBayer Productsā), including one which was subject to an exclusive license option by Bayer. The Company will receive 100% of future royalties and 10% of future Non-Royalties from these Bayer Products. The other two candidates are unpartnered (the ānon-Bayer Productsā) for which the Company will receive low single-digit percentage of net sales and 10% of Non-Royalties. The future payment percentage for Non-Royalties will be reduced from 10% to 5% upon the Companyās receipt of two times the total cumulative amount of consideration paid by the Company to Aronora. In July 2020, Bayer elected to not exercise its option on the third Bayer Product and that product is now subject to the same economics as the non-Bayer Products. Under the terms of the Aronora Royalty Purchase Agreement, the Company paid Aronora a $6.0 million upfront payment at the close of the transaction. The Company financed $3.0 million of the upfront payment with a term loan under its Loan and Security Agreement with SVB (Note 8). The Company was required to make a contingent future cash payment of $1.0 million for each of the three Bayer Products that were active on September 1, 2019 (up to a total of $3.0 million, the āAronora Contingent Considerationā). Pursuant to the Aronora Royalty Purchase Agreement, if the Company receives $250.0 million in cumulative royalties on net sales per product, the Company will be required to pay associated tiered milestone payments to Aronora in an aggregate amount of up to $85.0 million per product (the āRoyalty Milestonesā). The Royalty Milestones are paid based upon various royalty tiers prior to reaching $250.0 million in cumulative royalties on net sales per product. Royalties per product in excess of $250.0 million are retained by the Company. At the inception of the agreement, the Company recorded $9.0 million as long-term royalty receivables in its condensed consolidated balance sheet, including the estimated fair value of the Aronora Contingent Consideration of $3.0 million. In September 2019, the Company paid the $3.0 million contingent consideration to Aronora. As the Company receives royalties from Aronora for a product, the Company will recognize the liability for future Royalty Milestones for such product when probable and estimable. The Company continues to assess that no payments are probable to be received under this agreement in the near term. Under the cost recovery method, the Company does not expect to recognize any income related to milestones and royalties received until the investment has been fully collected. The Company performed its quarterly impairment assessment and no impairment indicators were identified. Accordingly, no impairment was recorded as of March 31, 2021. Royalty Purchase Agreement with Palobiofarma, S.L. On September 26, 2019, the Company entered into a royalty purchase agreement (the āPalo Royalty Purchase Agreementā) with Palobiofarma, S.L. (āPaloā), a company organized and existing under the laws of Spain. Pursuant to the Palo Royalty Purchase Agreement, the Company acquired the rights to potential royalty payments in low single-digit percentages of aggregate Net Sales (as defined in the Palo Royalty Purchase Agreement) associated with six drug candidates in various clinical development stages, targeting the adenosine pathway with potential applications in solid tumors, non-Hodgkinās lymphoma, asthma/chronic obstructive pulmonary disease, ulcerative colitis, idiopathic pulmonary fibrosis, lung cancer, psoriasis and nonalcoholic steatohepatitis and other indications (the āPalo Licensed Productsā) that are being developed by Palo. Novartis is a development partner on NIR178, one of the Palo Licensed Products, and NIR178 is being developed pursuant to a license agreement between Palo and Novartis. Under the terms of the Palo Royalty Purchase Agreement, the Company paid Palo a $10.0 million payment at the close of the transaction which occurred simultaneously upon partiesā entry into the Palo Royalty Purchase Agreement on September 26, 2019. The Company financed $5.0 million of the payment with a term loan under its Loan and Security Agreement with SVB (Note 8). At the inception of the agreement, the Company recorded $10.0 million as long-term royalty receivables in its condensed consolidated balance sheet. The Company continues to assess that no payments are probable to be received under this agreement in the near term. Under the cost recovery method, the Company does not expect to recognize any income related to royalties received until the investment has been fully collected. The Company performed its quarterly impairment assessment and no impairment indicators were identified. Accordingly, no impairment was recorded as of March 31, 2021. Royalty Purchase Agreement with Viracta Therapeutics, Inc. On March 22, 2021, the Company entered into a royalty purchase agreement (the āViracta Royalty Purchase Agreementā) with Viracta Therapeutics, Inc. (āViractaā). Under the Viracta Royalty Purchase Agreement, the Company purchased from Viracta the right to receive future royalties, milestones, and other payments related to two clinical stage drug candidates. The first candidate, DAY101 (pan-RAF kinase inhibitor), is being developed by Day One Biopharmaceuticals, and the second candidate, vosaroxin (topoisomerase II inhibitor), is being developed by Denovo Biopharma. Under the Viracta Royalty Purchase Agreement, the Company has acquired the right to receive (i) royalties on potential sales related to DAY101, if approved, up to $54.0 million in potential milestones, and other payments related to DAY101 excluding up to $20.0 million consideration retained by Viracta; and (ii) royalties on potential sales related to vosaroxin, if approved, and up to $57.0 million in potential regulatory and commercial milestones, subject to certain payment provisions to a third party. At the inception of the Viracta Royalty Purchase Agreement, the Company recorded $13.5 million as long-term royalty receivables in its condensed consolidated balance sheet. No payments are probable to be received under the Viracta Royalty Purchase Agreement in the near term. Under the cost recovery method, the Company does not expect to recognize any income related to royalties, milestones and other payments until the investment has been fully collected. The Company performed its quarterly impairment assessment and no impairment indicators were identified. Accordingly, no impairment was recorded as of March 31, 2021. The following table summarizes the long-term royalty receivable activities including acquisitions of royalty rights during the three months ended March 31, 2021 (in thousands): ā ā ā ā Balance at December 31, 2020 $ 34,575 Acquisition of royalty rights: ā ā ā Viracta ā 13,500 Balance at March 31, 2021 ā $ 48,075 ā |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | 6. Fair Value Measurements The Company records its financial assets and liabilities at fair value. The carrying amounts of certain of the Companyās financial instruments, including cash, trade receivables, net and accounts payable, approximate their fair value due to their short maturities. 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 ā Observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 ā Observable inputs, either directly or indirectly, other than quoted prices in active markets for identical assets or liabilities, such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 ā 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 Companyās fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Fair Value Measurements at March 31, 2021 Using ā ā Quoted Prices in ā Significant Other ā Significant ā ā ā ā ā Active Markets for ā Observable ā Unobservable ā ā ā ā ā Identical Assets ā Inputs ā Inputs ā ā ā ā (Level 1) (Level 2) (Level 3) Total Assets: ā ā ā ā ā ā ā ā ā ā ā ā Equity securities ā $ ā ā $ ā ā $ 1,021 ā $ 1,021 Liabilities: ā ā ā ā ā ā ā ā ā ā ā ā Contingent consideration ā $ ā ā $ ā ā $ 75 ā $ 75 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Fair Value Measurements at December 31, 2020 Using ā ā Quoted Prices in ā Significant Other ā Significant ā ā ā ā ā Active Markets for ā Observable ā Unobservable ā ā ā ā ā Identical Assets ā Inputs ā Inputs ā ā ā ā (Level 1) (Level 2) (Level 3) Total Assets: ā ā ā ā ā ā ā ā Equity securities ā $ ā ā $ ā ā $ 1,693 ā $ 1,693 Liabilities: ā ā ā ā ā ā ā ā ā ā ā ā Contingent consideration ā $ ā ā $ ā ā $ 75 ā $ 75 ā During the three months ended March 31, 2021 and 2020, there were no transfers between Level 1, Level 2, or Level 3 assets reported at fair value on a recurring basis. Equity Securities The following table provides a summary of changes in the estimated fair value of the Companyās Level 3 financial assets for the three months ended March 31, 2021 (in thousands): ā ā ā ā ā ā ā Three Months Ended ā ā March 31, Balance at December 31, 2020 ā $ 1,693 Change in fair value ā (672) Balance at March 31, 2021 ā $ 1,021 ā The equity securities consisted of an investment in Rezoluteās common stock and are classified as long-term assets on the condensed consolidated balance sheets as of March 31, 2021 and December 31, 2020. The equity securities are revalued each reporting period with changes in fair value recorded in the other income (expense), net line item of the condensed consolidated statements of operations and comprehensive loss. As of March 31, 2021, the Company and its valuation specialist valued the equity securities using the closing price for Rezoluteās common stock traded on the Nasdaq Stock Market and adjusted for an illiquidity discount. The inputs used to calculate the illiquidity discount are based on observable and unobservable estimates and judgments and therefore is classified as a Level 3 fair value measurement. As the Company has the right and option to sell up to 100,000 shares of Rezoluteās common stock back to Rezolute after December 31, 2019 (Note 4), the fair value of the equity securities was determined by dividing the total shares of Rezoluteās common stock held by the Company into two tranches based on the estimated time to a potential liquidity event. The estimated fair value of the equity securities was calculated based on the following assumptions as of March 31, 2021 and December 31, 2020: ā ā ā ā ā ā ā ā ā ā ā March 31, ā December 31, ā ā ā 2021 ā 2020 Closing common stock price (1) ā $ 7.06 ā $ 11.99 ā ā ā ā ā ā ā ā ā Tranche 1: ā ā ā ā ā ā ā Discount for lack of marketability ā 10.5 % ā 12 % Estimated time to liquidity of shares ā 0.25 year ā ā 0.25 year ā ā ā ā ā ā ā ā ā Tranche 2: ā ā ā ā ā ā ā Discount for lack of marketability ā ā 11 % ā 14 % Estimated time to liquidity of shares ā ā 0.53 year ā ā 0.67 years ā ā Changes in any of the assumptions related to the unobservable inputs identified above may change the fair value of the equity securities. Contingent Consideration The estimated fair value of the contingent consideration liability at the inception of the Bioasis Royalty Purchase Agreement represents the future consideration that is contingent upon the achievement of specified development milestones for a product candidate. The fair value measurement is based on significant Level 3 inputs such as anticipated timelines and probability of achieving development milestones of each licensed product candidate. Changes in the fair value of the liability for contingent consideration will be recorded in the other income (expense), net line item of the condensed consolidated statements of operations and comprehensive loss until settlement. As of March 31, 2021, there were no changes in the estimated fair value of the contingent consideration from its initial value of $0.1 million. Debt The estimated fair value of the Companyās outstanding debt 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 (Note 8). The carrying amount and the estimated fair value of the Companyās outstanding long-term debt at March 31, 2021 and December 31, 2020, are as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā March 31, 2021 ā December 31, 2020 ā Carrying Amount Fair Value Carrying Amount Fair Value SVB Loans ā $ 9,762 ā $ 9,752 ā $ 11,759 ā $ 11,747 Novartis note ā ā 9,093 ā ā 9,092 ā ā 9,093 ā ā 9,055 Total ā $ 18,855 ā $ 18,844 ā $ 20,852 ā $ 20,802 ā |
Lease Agreements
Lease Agreements | 3 Months Ended |
Mar. 31, 2021 | |
Lease Agreements | |
Lease Agreements | 7. Lease Agreements The Company leases one facility in Emeryville, California under an operating lease that expires in February 2023. The lease contains an option to extend the lease for an additional term, however, the Company is not reasonably certain to exercise this option. The following table summarizes maturity of the Companyās operating lease liabilities as of March 31, 2021 (in thousands): ā ā ā ā ā ā ā Operating Undiscounted lease payments Leases 2021 (excluding three months ended March 31, 2021) ā $ 148 2022 ā 202 2023 ā 34 Thereafter ā ā Total undiscounted lease payments ā 384 Present value adjustment ā (19) Total net lease liabilities $ 365 ā The following table summarizes the cost components of the Companyās operating leases for the three months ended March 31, 2021 and 2020 (in thousands): ā ā ā ā ā ā ā ā ā Three Months Ended March 31, ā 2021 2020 Lease costs: ā ā ā ā ā ā Operating lease cost ā $ 44 $ 44 Variable lease cost (1) ā ā 3 ā 2 Total lease costs ā $ 47 ā $ 46 (1) Under the terms of the lease agreements, the Company is also responsible for certain variable lease payments that are not included in the measurement of the lease liability. Variable lease payments include non-lease components such as common area maintenance fees. The following information represents supplemental disclosure for the statement of cash flows related to operating leases (in thousands): ā ā ā ā ā ā ā ā ā Three Months Ended March 31, ā 2021 ā 2020 Cash paid for amounts included in the measurement of lease liabilities ā ā ā ā Operating cash flows under operating leases ā $ 49 ā $ 46 ā The present value assumptions used in calculating the present value of the lease payments as of March 31, 2021 and December 31, 2020 were as follows: ā ā ā ā ā ā ā ā ā March 31, ā December 31, ā 2021 ā 2020 Weighted-average remaining lease term ā ā ā ā ā ā Operating leases ā 1.92 years ā ā 2.17 years ā Weighted-average discount rate ā ā ā ā ā ā Operating leases ā 5.51 % ā 5.51 % ā |
Long-Term Debt and Other Financ
Long-Term Debt and Other Financings | 3 Months Ended |
Mar. 31, 2021 | |
Long-Term Debt and Other Financings | |
Long-Term Debt and Other Financings | 8. Long-Term Debt and Other Financings Silicon Valley Bank Loan Agreement On May 7, 2018 (the āEffective Dateā), the Company executed a Loan and Security Agreement (the āLoan Agreementā) with SVB. Under the Loan Agreement, upon the Companyās request, SVB made advances (each, a āTerm Loan Advanceā) available to the Company up to $20.0 million (the āTerm Loanā). The Company was allowed to borrow advances under the Term Loan from the Effective Date until the earlier of March 31, 2019 or an event of default (the āDraw Periodā). In the event of a default related to the Note Agreement with Novartis, SVBās obligation to make any credit extensions to the Company under the Loan Agreement would immediately terminate. The interest rate is calculated at a rate equal to the greater of (i) 4.75%, or (ii) 0.25% plus the prime rate as reported from time to time in The Wall Street Journal. Payments under the Loan Agreement were interest only until the first anniversary of the funding date of each Term Loan Advance. The interest-only period is followed by equal monthly payments of principal and interest over 24 months. Each Term Loan Advance will mature at the earlier of (i) the 23 months following the applicable term loan amortization date for each such Term Loan Advance (ii) March 1, 2023, or (iii) 30 days prior to the earliest maturity of any portion of the Companyās loan with Novartis (the āLoan Maturity Dateā). After repayment, no Term Loan Advance (or any portion thereof) may be reborrowed. The entire principal balance, including a final payment fee equal to 8.5% of the principal, will be due and payable on the Loan Maturity Date. If the Company prepays the Term Loan Advance prior to the Loan Maturity Date, it will pay SVB a prepayment premium, based on a prepayment fee equal to 2.00% of the amount prepaid, if the prepayment occurs after the first anniversary of the Effective Date but prior to the second anniversary of the Effective Date, and 1.00% of the amount prepaid if the prepayment occurs after the second anniversary of the Effective Date. In the event of a default, a default interest rate of an additional 4% may be applied to the outstanding payments due to SVB, and SVB may declare all outstanding obligations immediately due and payable and take such other actions as set forth in the Loan Agreement. The Companyās obligations under the Loan Agreement are secured by a security interest in substantially all of its assets, other than its intellectual property. The Loan Agreement includes customary affirmative and restrictive covenants, but does not include any financial maintenance covenants, and also includes standard events of default, including payment defaults. In connection with the Loan Agreement, the Company issued a warrant to SVB which is exercisable in whole or in part for up to an aggregate of 6,332 shares of common stock with an exercise price of $23.69 per share (the āWarrantā). The Warrant may be exercised on a cashless basis and is exercisable within 10 years from the date of issuance or upon the consummation of certain acquisitions of the Company. The fair value of the Warrant issued to SVB was determined using the Black-Scholes Model and was estimated to be $0.1 million. In addition, the Company incurred debt issuance costs of $0.2 million in connection with the Loan Agreement. On March 4, 2019, the Loan Agreement was amended to extend the Draw Period from March 31, 2019 to March 31, 2020. In connection with the amendment, the Company issued a second warrant to SVB which is exercisable in whole or in part for up to an aggregate of 4,845 shares of common stock with an exercise price of $14.71 per share. The fair value of the second warrant issued to SVB was determined using the Black-Scholes Model and was estimated to be $0.1 million. The Draw Period has not been extended further. As of March 31, 2021, both warrants are outstanding. In addition, both warrants may be exercised on a cashless basis and are exercisable within 10 years from the date of issuance or upon the consummation of certain acquisitions of the Company. In September 2018, the Company borrowed advances of $7.5 million under the Loan Agreement in connection with the Agenus Royalty Purchase Agreement (Note 5). The Company recorded a discount of $0.3 million against the debt, which is being amortized to interest expense over the term of the Term Loan Advance using the effective interest method. During the year ended December 31, 2019, the Company borrowed advances totaling $9.5 million under the Loan Agreement in connection with the Aronora Royalty Purchase Agreement, Palo Royalty Purchase Agreement and payment of the Aronora Contingent Consideration (Note 5). The Company recorded a discount of $45,000 against the debt, which is being amortized to interest expense over the term of the Term Loan Advance using the effective interest method. The Company recorded $0.1 million and $0.2 million of non-cash interest expense resulting from the amortization of the discount and accretion of the final payment for the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021, the carrying value of the debt under the Loan Agreement was $9.8 million. Of this amount, $7.2 million is classified as current portion of long-term debt and $2.6 million is classified as long-term debt on the condensed consolidated balance sheet. As of December 31, 2020, the carrying value of the debt under the Loan Agreement was $11.8 million. Of this amount, $8.1 million was classified as current portion of long-term debt and $3.7 million was classified as long-term debt on the condensed consolidated balance sheet. Novartis Note In May 2005, the Company executed a secured note agreement (the āNote Agreementā) with Novartis, 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 Companyās 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 accrues at six-month LIBOR plus 2%, which was equal to 2.26% at March 31, 2021, and the interest rate resets in June and December annually. Accrued interest is payable semi-annually in June and December of each year or, at the Companyās election, the semi-annual interest payments may be added to the outstanding principal amount, in lieu of a cash payment, as long as the aggregate principal amount does not exceed $50.0 million. The Company has made this election for all interest payments. Loans under the Note Agreement are secured by the Companyās interest in its collaboration with Novartis, including any payments owed to it thereunder. On September 30, 2015, concurrent with the execution of a license agreement with Novartis International as discussed in Note 4, XOMA and NIBR, who assumed the rights to the note from Novartis Vaccines Diagnostics, Inc. executed an amendment to the Note Agreement (the āSecured Note Amendmentā) under which the parties extended the maturity date of the note from September 30, 2015 to September 30, 2020, and eliminated the mandatory prepayment previously required to be made with certain proceeds of pre-tax profits and royalties. In addition, upon achievement of a specified development and regulatory milestone, the then-outstanding principal amount of the note was to be reduced by $7.3 million rather than the Company receiving such amount as a cash payment. On September 22, 2017, in connection with the Gevokizumab License Agreement with Novartis, the Company and NIBR executed an amendment to the Secured Note Amendment under which the parties further extended the maturity date of the Secured Note Amendment from September 30, 2020 to September 30, 2022. On October 21, 2020, the first patient was dosed in Novartis Internationalās NIS793 Phase 2 clinical trial and the Company earned a $25.0 million milestone pursuant to the Anti-TGFĪ² Antibody License Agreement, of which $17.7 million was received in cash and $7.3 million was recognized as a reduction to the debt obligation to Novartis. As of March 31, 2021 and December 31, 2020, the outstanding principal balance under the Secured Note Amendment was $9.1 million and was included in long-term debt in the accompanying condensed consolidated balance sheet. Payments of Long-Term Debt Aggregate future principal, final payment fees and discounts of the Companyās long-term debt as of March 31, 2021, are as follows (in thousands): ā ā ā ā ā ā ā ā March 31, ā ā ā 2021 2021 (excluding three months ended March 31, 2021) ā $ 6,290 2022 ā ā 13,523 Thereafter ā ā ā Total payments ā ā 19,813 Less: interest, final payment fees, discount and issuance costs ā ā (958) Total payments, net of interest, final payment fees, discount and issuance costs ā ā 18,855 Less: current portion of long-term debt ā ā (7,201) Long-term debt $ 11,654 ā Interest Expense Amortization of debt issuance costs and discounts are included in interest expense. Interest expense in the condensed consolidated statements of operations and comprehensive loss relates to the following debt instruments (in thousands): ā ā ā ā ā ā ā ā ā ā Three Months Ended March 31, ā 2021 2020 SVB loan ā $ 238 ā $ 383 Novartis note ā 51 ā 158 Other ā ā ā 1 Total interest expense ā $ 289 ā $ 542 ā |
Common Stock Warrants
Common Stock Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Common Stock Warrants | |
Common Stock Warrants | 9. Common Stock Warrants As of March 31, 2021 and December 31, 2020, the following common stock warrants were outstanding: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Exercise Price March 31, December 31, Issuance Date ā Expiration Date ā Balance Sheet Classification ā per Share ā 2021 ā 2020 February 2016 February 2021 Stockholdersā equity ā $ 15.40 ā 8,249 May 2018 May 2028 Stockholdersā equity ā $ 23.69 6,332 6,332 March 2019 ā March 2029 ā Stockholdersā equity ā $ 14.71 ā 4,845 ā 4,845 ā ā 11,177 19,426 ā During the first quarter of 2021, the Company issued 4,917 shares of common stock through a cashless exercise of the February 2016 common stock warrants held by Torreya Partners LLC. ā ā ā ā ā |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | 10. Commitments and Contingencies Collaborative Agreements, Royalties and Milestone Payments The Company has committed to make potential future milestone payments and legal fees 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 commercial milestones by the Companyās licensees. Because it is uncertain if and when these milestones will be achieved, such contingencies, aggregating up to $7.6 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. Contingent Consideration Pursuant to the Companyās royalty purchase agreement with Bioasis the Company has committed to pay the Bioasis Contingent Consideration and the Aronora Royalty Milestones. The Company recorded $0.1 million for the Bioasis Contingent Consideration which represents the estimated fair value of these potential future payments at the inception of the agreements. The contingent consideration is remeasured at fair value at each reporting period, with changes in fair value recorded in other income (expense), net. As of March 31, 2021, there were no changes in the estimated fair value of the Bioasis Contingent Consideration from its initial value. The liability for future Aronora Royalty Milestones will be recorded when the amounts by product are estimable and probable. As of March 31, 2021, none of these Aronora Royalty Milestones were assessed to be probable and as such, no liability was recorded on the condensed consolidated balance sheet. ā |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Stock-based Compensation | |
Compensation and Other Benefit Plans | 11. Stock-based Compensation The Company may grant qualified and non-qualified stock options, common stock and other stock-based awards under various plans to directors, officers, employees and other individuals. Stock options are granted at exercise prices of not less than the fair market value of the Companyās common stock on the date of grant. Additionally, the Company has an Employee Stock Purchase Plan (āESPPā) that allows employees to purchase Company shares at a purchase price equal to 85% of the lower of the fair market value of the Companyās common stock on the first trading day of the offering period or on the last day of the offering period. Stock Options Stock options generally vest monthly over three years for employees and one year for directors. Stock options held by employees who qualify for retirement age (defined as employees that are a minimum of 55 years of age and the sum of their age plus years of full-time employment with the Company exceeds 70 years) vest on the earlier of scheduled vest date or the date of retirement. The fair value of the stock options granted during the three months ended March 31, 2021 and 2020, was estimated based on the following weighted average assumptions: ā ā ā ā ā ā ā ā ā Three Months Ended March 31, ā 2021 2020 Dividend yield 0 % 0 % Expected volatility 98 % 100 % Risk-free interest rate 0.71 % 0.90 % Expected term 5.61 years ā 5.57 years ā ā Stock option activity for the three months ended March 31, 2021, was as follows: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Weighted Weighted Aggregate ā ā ā ā Average ā Average ā Intrinsic ā ā ā ā Exercise ā Contractual ā Value ā ā Number of ā Price ā Term ā (in ā ā shares ā Per Share ā (in years) ā thousands) Outstanding at January 1, 2021 ā 1,827,906 ā $ 20.66 6.31 $ 51,401 Granted 142,823 ā 39.02 ā Exercised (24,193) ā 16.08 ā Forfeited, expired or cancelled ā (53,449) ā 70.43 ā Outstanding at March 31, 2021 ā 1,893,087 ā $ 20.70 6.23 ā $ 45,176 Exercisable at March 31, 2021 ā 1,527,042 ā $ 19.13 5.56 ā $ 40,186 ā The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2021 was $0.6 million. No options were exercised during the three months ended March 31, 2020. The weighted-average grant-date fair value per share of the options granted during the three months ended March 31, 2021 and 2020 was $29.57 and $16.30, respectively. As of March 31, 2021, $4.3 million of total unrecognized compensation expense related to stock options is expected to be recognized over a weighted average period of 1.98 years. Stock-based Compensation Expense The following table shows total stock-based compensation expense for stock options and ESPP in the condensed consolidated statements of operations and comprehensive loss (in thousands): ā ā ā ā ā ā ā ā ā ā Three Months Ended March 31, ā 2021 2020 Research and development ā $ ā ā $ ā General and administrative ā 2,898 ā 1,788 Total stock-based compensation expense ā $ 2,898 ā $ 1,788 ā |
Capital Stock
Capital Stock | 3 Months Ended |
Mar. 31, 2021 | |
Capital Stock | |
Capital Stock | 12. Capital Stock Series X and Series Y Convertible Preferred Stock The Company sold directly to Biotechnology Value Fund, L.P. (āBVFā) 5,003 shares of Series X convertible preferred stock in 2017 and 1,252.772 shares of Series Y preferred stock in 2018. There were 5,003 shares of Series X convertible preferred stock and no shares of Series Y convertible preferred stock outstanding as of March 31, 2021, after BVF converted all Series Y preferred stock into common stock on April 15, 2020. The Series X and Series Y convertible preferred stock have the following characteristics, which are set forth in Certificates of Designation of Preferences, Rights and Limitations filed with the Delaware Secretary of State. Dividendsā Liquidation Rightsā Conversionā Voting Rightsā Classificationā Beneficial Conversion Featureā Series A Preferred Stock On December 15, 2020, the Company sold 984,000 shares of its 8.625% Series A cumulative, perpetual preferred stock at the price of $25.00 per share, through a public offering for aggregate gross proceeds of $24.6 million. Total offering costs of $2.0 million were offset against the proceeds from the sale of Series A Preferred Stock, for total net proceeds of $22.6 million. ā Mr. Matthew Perry, a member of the Companyās Board of Directors and President of BVF, purchased 200,000 shares of Series A Preferred Stock in the public offering at the public offering price of $25.00 per share for an aggregate amount of $5.0 million. The spouse of James Neal, the Companyās Chief Executive Officer and a director, purchased 8,000 shares of the Series A Preferred Stock in the public offering at the public offering price of $25.00 per share for an aggregate amount of $0.2 million. On March 17, 2021, the Companyās Board of Directors declared a cash dividend of $0.71875 per share payable to holders of Series A Preferred Stock, which the Company paid on April 15, 2021. As of March 31, 2021, the Company held restricted cash of $2.1 million in a segregated account that may only be used to pay dividends on the Series A Preferred Stock. The Series A Preferred Stock has the following characteristics, which are set forth in the Certificate of Designation of Preferences, Rights and Limitations filed with the Delaware Secretary of State. ā Dividendsā the Series A Preferred Stock shall be entitled to receive, when, and if authorized by the Board of Directors and declared by the Corporation, cumulative cash dividends at the rate of 8.625% per annum of the $25.00 liquidation preference per share of the Series A Preferred Stock. Such dividends will accumulate and be cumulative from, and including, the date of original issue of the Series A Preferred Stock. Dividends will be payable in arrears on or about the 15th day of January, April, July and October of each year beginning on or about April 15, 2021. The amount of any dividend payable on the Series A Preferred Stock for any period greater or less than a full Dividend Period shall be prorated and computed on the basis of a 360 -day year consisting of twelve 30 -day months. Liquidation Rightsā rank senior to all classes or series of common stock as to dividend rights and rights upon liquidation, dissolution or winding-up and on parity with respect to the distribution of assets with the Companyās Series X Preferred Stock. Redemption and Special Optional Redemptionā upon the occurrence of a delisting event or change of control event, the Company may redeem outstanding Series A Preferred Stock at an amount of $25.00 per share. Conversionā provided the required notice of its election to redeem the Series A Preferred Stock pursuant to its redemption right or special optional redemption right. In this case, the holder of shares of Series A Preferred Stock can convert some or all of their Series A Preferred Stock into a number of shares of common stock per share equal to the lesser of (A) (i) the sum of the $25.00 liquidation preference per share of Series A Preferred Stock to be converted plus (y) the amount of any accrued and unpaid dividends to, but not including, the event date, as applicable by (ii) the common stock price and (B) 1.46071 (the āShare Capā). The common stock price to be used in the latter noted calculation for a delisting event will be the average of the closing price per share of the Companyās common stock on the 10 consecutive trading days immediately preceding, but not including, the effective date of the delisting event. The common stock price used in the event of a change in control event will, alternatively, be based on market price according to the definition in the Certificate of Designation. Voting Rightsā Classificationā ā BVF Ownership In February 2020, BVF elected to increase the beneficial ownership limitation of the Series Y preferred stock to 50%, which became effective on April 11, 2020. On April 15, 2020, BVF converted all of its shares of Series Y preferred stock into common stock. As of March 31, 2021, BVF owned approximately 31.4% of the Companyās total outstanding shares of common stock, and if all the Series X convertible preferred shares were converted, BVF would own 52.5% of the Companyās total outstanding shares of common stock. The Companyās Series A Preferred Stock becomes convertible upon the occurrence of specific events and as of March 31, 2021 the contingency was not met. Due to its significant equity ownership, BVF is considered a related party of the Company. 2018 ATM Agreement On December 18, 2018, the Company entered into an At The Market Issuance Sales Agreement (the ā2018 ATM Agreementā) with H.C. Wainwright & Co., LLC (āHCWā), under which the Company may offer and sell from time to time at its sole discretion shares of its common stock through HCW as its sales agent, in an aggregate amount not to exceed $30.0 million. HCW may sell the shares by any method permitted by law deemed to be an āat the marketā offering as defined in Rule 415 of the Securities Act, and will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell the shares up to the amount specified. The Company will pay HCW a commission of up to 3% of the gross proceeds of any shares of common stock sold under the 2018 ATM Agreement. On March 10, 2021, the Company amended the 2018 ATM Agreement with HCW to increase the aggregate amount of shares of its common stock that it could sell through HCW as its sales agent to $50.0 million. No shares have been sold under the 2018 ATM Agreement since the agreement was executed. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Taxes | |
Income Taxes | 13. Income Taxes The Company recorded an income tax benefit of $1.5 million for the three months ended March 31, 2020 and no income tax provision for the three months ended March 31, 2021. The Company continues to maintain a full valuation allowance against its remaining net deferred tax assets. During the three months ended March 31, 2021 the Company received $1.5 million in cash for its income tax receivable. The Company has a total of $5.9 million of gross unrecognized tax benefits, none of which would affect the effective tax rate upon realization. The Company currently has a full valuation allowance against its U.S. net deferred tax assets, which would impact the timing of the effective tax rate benefit should any of these uncertain tax positions be favorably settled in the future. The Company does not expect its unrecognized tax benefits to change significantly over the next twelve months. The Company will recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. Through March 31, 2021, the Company has not accrued interest or penalties related to uncertain tax positions. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events | |
Subsequent Events | 14. Subsequent Events Public Offering of Depositary Shares ā On April 9, 2021, the Company closed a public offering of 1,600,000 depositary shares, each representing a 1/1000 th The spouse of James Neal, the Chief Executive Officer and a director, purchased 8,000 shares of the depositary shares in the public offering at the public offering price of $25.00 per share for an aggregate amount of $200,000 . Thomas Burns, the Senior Vice President of Finance and Chief Financial Officer, purchased 1,000 shares of the depositary shares in the public offering at the public offering price of $25.00 per share for an aggregate amount of $25,000 . ā |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Basis of Presentation and Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions among consolidated entities were eliminated upon consolidation. The unaudited condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles (āGAAPā) in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. 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 consolidated 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 Companyās Annual Report on Form 10-K for the year ended December 31, 2020, filed with the U.S. Securities and Exchange Commission (āSECā) on March 10, 2021. These financial statements have been prepared on the same basis as the Companyās annual consolidated 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 Companyās consolidated financial information. The interim results of operations are not necessarily indicative of the results that may be expected for the full year. |
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 ongoing basis, management evaluates its estimates including, but not limited to, those related to revenue recognition, revenue recognized under units-of-revenue method, equity securities, 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 Companyās billing under government contracts and amortization of the payments received from HealthCare Royalty Partners II, L.P. (āHCRPā). Under the Companyās contracts with the National Institute of Allergy and Infectious Diseases (āNIAIDā), a part of the National Institutes of Health (āNIHā), the Company billed using NIHās provisional rates and thus is subject to future audits at the discretion of NIAIDās contracting office. In October of 2019, NIH notified the Company that it engaged KPMG to perform an audit of the Companyās incurred cost submissions for 2013, 2014 and 2015. The audit procedures were completed and the Company adjusted its estimated liability owed to NIH to $1.4 million as of December 31, 2020 (Note 4). The estimated liability owed to NIH had not changed as of March 31, 2021. The audit remains subject to further review by NIH as part of the contract close-out process, which includes finalization of rates for years 2010 through 2015, and the Company may incur further liability as a result. In addition, under the contracts with HCRP, the amortization for the reporting period is calculated based on the payments expected to be made by the licensees to HCRP over the term of the arrangement. Any changes to the estimated payments by the licensees to HCRP can result in a material adjustment to revenue previously reported. The COVID-19 pandemic has resulted in a global slowdown of economic activity which has led to delays and could result in further delays or terminations of some clinical trials underlying the Companyās royalty purchase agreements. Estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require the exercise of judgment. These estimates may change, as new events occur and additional information is obtained, and are recognized in the condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Companyās financial statements. |
Cash and Restricted Cash | Cash and Restricted Cash Cash consists of bank deposits held in business checking and interest-bearing deposit accounts. As of March 31, 2021, the Company did not have any cash equivalent balances, defined as highly liquid financial instruments purchased with original maturities of three months or less. Restricted cash consists of bank deposits held to pay dividends on the Companyās Series A Preferred Stock. The Company maintains cash and restricted cash balances at commercial banks. Balances commonly exceed the amount insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in such accounts, and management believes that the Company is not exposed to any significant credit risk with respect to such cash and restricted cash. ā The following table provides a reconciliation of cash and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows (in thousands): ā ā ā ā ā ā ā Three Months Ended March 31, ā 2021 ā 2020 ā ā ā ā ā ā Cash $ 67,808 ā $ 53,312 Restricted cash ā 2,142 ā ā ā Total cash and restricted cash $ 69,950 ā $ 53,312 |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from all contracts with customers according to Accounting Standards Codification (āASCā) Topic 606, Revenue from Contracts with Customers To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation based on relative fair values, when (or as) the performance obligation is satisfied. The Company recognizes revenue from its license and collaboration arrangements and royalties. The terms of the arrangements generally include payment to the Company of one or more of the following: non-refundable, upfront license fees, development, regulatory and commercial milestone payments, and royalties on net sales of licensed products. License of intellectual property If the license to the Companyās intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from non-refundable, upfront fees allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. For licenses that are bundled with other promises, such as transfer of related materials, process and know-how, the Company utilizes judgement to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time. Under the Companyās license agreements, the nature of the combined performance obligation is the granting of licenses to the customers as the other promises are not separately identifiable in the context of the arrangement. Since the Company grants the license to a customer as it exists at the point of transfer, and is not involved in any future development or commercialization of the products related to the license, the nature of the license is a right to use the Companyās intellectual property as transferred. As such, the Company recognizes revenue related to the combined performance obligation upon completion of the delivery of the related materials, process and know-how (i.e., at a point in time). Milestone payments At the inception of each arrangement that includes development and regulatory milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price. ASC 606 suggests two alternatives to use when estimating the amount of variable consideration: the expected value method and the most likely amount method. Under the expected value method, an entity considers the sum of probability-weighted amounts in a range of possible consideration amounts. Under the most likely amount method, an entity considers the single most likely amount in a range of possible consideration amounts. The Company uses the most likely amount method for development and regulatory milestone payments. If it is probable that a significant cumulative revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis. The Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability or achievement of each such milestone and any related constraint, and if necessary, adjusts its estimates of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenue and earnings in the period of adjustment. Royalties For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Upfront payments and fees are recorded as deferred revenue upon receipt or when due and may require deferral of revenue recognition to a future period until the Company performs its obligations under these arrangements. Amounts payable to the Company are recorded as accounts receivable when the Companyās right to consideration is unconditional. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. |
Sale of Future Revenue Streams | Sale of Future Revenue Streams The Company has sold its rights to receive certain milestones and royalties on product sales. In the circumstance where the Company has sold its rights to future milestones and royalties under a license agreement and also maintains limited continuing involvement in the arrangement (but not significant continuing involvement in the generation of the cash flows that are due to the purchaser), the Company defers recognition of the proceeds it receives for the sale of milestone or royalty streams and recognizes such unearned revenue as revenue under units-of-revenue method over the life of the underlying license agreement. Under the units-of-revenue method, amortization for a reporting period is calculated by computing a ratio of the proceeds received from the purchaser to the total payments expected to be made to the purchaser over the term of the agreement, and then applying that ratio to the periodās cash payment. Estimating the total payments expected to be received by the purchaser over the term of such arrangements requires management to use subjective estimates and assumptions. Changes to the Companyās estimate of the payments expected to be made to the purchaser over the term of such arrangements could have a material effect on the amount of revenues recognized in any particular period. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes compensation expense for all stock-based payment awards made to the Companyās employees, consultants and directors that are expected to vest based on estimated fair values. The valuation of stock option awards is determined at the date of grant using the Black-Scholes Option Pricing Model (the āBlack-Scholes Modelā). The Black-Scholes 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 Companyās historical volatility. The risk-free rate is based on the yield available on United States Treasury zero-coupon issues corresponding to the expected term of the award. The Company records forfeitures when they occur. The Company records compensation expense for service-based awards on a straight-line basis over the requisite service period, which is generally the vesting period of the award, or to the date on which retirement eligibility is achieved, if shorter. |
Equity Securities | Equity Securities The Company received shares of common stock from Rezolute, Inc. (āRezoluteā) (Note 4). Equity investments in Rezolute are classified in the condensed consolidated balance sheets as equity securities. The equity securities are measured at fair value, with changes in fair value recorded in the other income (expense), net line item of the condensed consolidated statement of operations and comprehensive loss at each reporting period. The Company remeasures its equity investments at each reporting period until such time that the investment is sold or disposed of. If the Company sells an investment, any realized gains and losses on the sale of the securities will be recognized in the condensed consolidated statement of operations and comprehensive loss in the period of sale. In October 2020, Rezolute completed a 1:50 |
Purchase of Rights to Future Milestones and Royalties | Purchase of Rights to Future Milestones and Royalties The Company has purchased rights to receive a portion of certain future developmental, regulatory and commercial sales milestones, royalties and option fees on sales of products currently in clinical development. The Company acquired such rights from various entities and recorded the amount paid for these rights as long-term royalty receivables (Note 5). In addition, the Company may be obligated to make contingent payments related to certain product development milestones, fees upon exercise of options related to future license products and sales-based milestones. The contingent payments are evaluated whether they are freestanding instruments or embedded derivatives. If freestanding instruments, the contingent payments are measured at fair value at the inception of the arrangement, subject to remeasurement to fair value each reporting period. Any changes in the estimated fair value is recorded in the condensed consolidated statement of operations and comprehensive loss. The Company accounts for milestone and royalty rights related to developmental pipeline products on a non-accrual basis using the cost recovery method. These developmental pipeline products are non-commercialized, non-approved products that require Food and Drug Administration (āFDAā) or other regulatory approval, and thus have uncertain cash flows. The Company is not yet able to reliably forecast future cash flows given their pre-commercial stages of development. The related receivable balance is classified as noncurrent since no payments are probable to be received in the near term. Under the cost recovery method, any milestone or royalty payment received is recorded as a direct reduction of the recorded receivable balance. When the recorded receivable balance has been fully collected, any additional amounts collected are recognized as revenue. The Company reviews public information on clinical trials, press releases and updates from its partners regularly to identify any impairment indicators or changes in expected recoverability of the long-term royalty receivable asset. If an impairment indicator is identified, and the Company determines expected future cash flows discounted to the current period are less than the carrying value of the asset, the Company will record impairment. The impairment will be recognized by reducing the financial asset to an amount that represents the present value of the most recent estimate of future cash flows. No impairment indicators were identified, and no impairment was recorded as of March 31, 2021 and December 31, 2020. |
Leases | Leases The Company leases its headquarters office space in Emeryville, California. The Company determines the initial classification and measurement of its right-of-use assets and lease liabilities at the lease commencement date and thereafter if modified. The lease term includes any renewal options and termination options that the Company is reasonably certain to exercise. The present value of lease payments is determined by using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the Company uses its incremental borrowing rate. The incremental borrowing rate is determined by using the rate of interest that the Company would pay to borrow on a collateralized basis an amount equal to the lease payments for a similar term and in a similar economic environment. The Company built its incremental borrowing rate starting with the interest rate on its fully collateralized debt and then adjusted it for lease term length. Rent expense for operating leases is recognized on a straight-line basis, unless the right-of-use asset has been impaired, over the reasonably assured lease term based on the total lease payments and is included in operating expenses in the condensed consolidated statements of operations and comprehensive loss. If an operating lease were to reflect impairment, the Company will recognize the amortization of the right-of-use asset on a straight-line basis over the remaining lease term with rent expense still included in operating expenses in the condensed consolidated statements of operations and comprehensive loss. For all leases, rent payments that are based on a fixed index or rate at the lease commencement date are included in the measurement of lease assets and lease liabilities at the lease commencement date. The Company has elected the practical expedient to not separate lease and non-lease components. The Companyās non-lease components are primarily related to property maintenance, which varies based on future outcomes, and thus is recognized in rent expense when incurred. |
Income Taxes | Income Taxes The Company accounts for income taxes using the liability method under which deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount which is more likely than not to be realizable. The recognition, derecognition and measurement of a tax position is based on managementās best judgment given the facts, circumstances and information available at each reporting date. The Companyās policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense. To date, there have been no interest or penalties charged in relation to the unrecognized tax benefits. |
Net Loss per Share Attributable to Common Stockholders | Net Loss per Share Attributable to Common Stockholders The Company calculates basic and diluted loss per share attributable to common stockholders using the two-class method. The Companyās convertible Series X and Series Y preferred stocks participate in any dividends declared by the Company on its common stock and are therefore considered to be participating securities. The Companyās Series A Preferred Stock does not participate in any dividends or distribution by the Company on its common stock and is therefore not considered to be a participating security. Under the two-class method, net income, as adjusted for any accumulated dividends on Series A Preferred Stock for the period and any deemed dividends related to beneficial conversion features on convertible preferred stock, if applicable, is allocated to each class of common stock and participating security as if all of the net income for the period had been distributed. Undistributed earnings allocated to participating securities are subtracted from net income in determining net income attributable to common stockholders. During periods of loss, the Company allocates no loss to participating securities because they have no contractual obligation to share in the losses of the Company. Basic net loss per share attributable to common stockholders is then calculated by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. All participating securities are excluded from the basic weighted average common shares outstanding. Diluted net loss per share attributable to common stockholders is based on the weighted average number of shares outstanding during the period, adjusted to include the assumed exercise of certain stock options and warrants for common stock. The calculation of diluted net loss per share attributable to common stockholders requires that, to the extent the average market price of the underlying shares for the reporting period exceeds the exercise price of any outstanding options or warrants, the presumed exercise of such securities are dilutive to net loss per share attributable to common stockholders for the period. Adjustments to the denominator are required to reflect the related dilutive shares. The Companyās Series A Preferred Stock becomes convertible upon the occurrence of specific events other than a change in the Companyās share price and therefore, is not included in the diluted shares until the contingency is resolved. |
Concentration of Risk | Concentration of Risk Cash and receivables are financial instruments which potentially subject the Company to concentrations of credit risk, as well as liquidity risk. The Company monitors the creditworthiness of its customers to which it grants credit terms in the normal course of business but does not generally require collateral on receivables. For the three months ended March 31, 2021, one partner represented 95% of total revenues. For the three months ended March 31, 2020, two partners represented 62% and 38% of total revenues. As of December 31, 2020, one partner represented 100% of the trade receivables, net balance. As of March 31, 2021, the Company had no trade receivables, net balance. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is comprised of two components: net loss and other comprehensive (loss) income. Other comprehensive (loss) income refers to gains and losses that under U.S. GAAP are recorded as an element of stockholdersā equity but are excluded from net loss. The Company did not record any transactions within other comprehensive (loss) income in the periods presented and, therefore, the net loss and comprehensive loss were the same for all periods presented. |
Accounting Pronouncements Recently Adopted and Recent Accounting Pronouncements | Accounting Pronouncements Recently Adopted In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. In August 2020, the FASB issued ASU 2020-06, Debt ā Debt with Conversion and Other Options (Subtopic 470-20) and Derivative and Hedging ā Contracts in Entityās Own Equity (Subtopic 815-40). In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Basis of Presentation and Significant Accounting Policies | |
Schedule of cash and restricted cash | The following table provides a reconciliation of cash and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows (in thousands): ā ā ā ā ā ā ā Three Months Ended March 31, ā 2021 ā 2020 ā ā ā ā ā ā Cash $ 67,808 ā $ 53,312 Restricted cash ā 2,142 ā ā ā Total cash and restricted cash $ 69,950 ā $ 53,312 |
Condensed Consolidated Financ_2
Condensed Consolidated Financial Statements Detail (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Condensed Consolidated Financial Statements Detail [Abstract] | |
Accrued and Other Liabilities | Accrued and other liabilities consisted of the following (in thousands): ā ā ā ā ā ā ā ā ā ā March 31, ā December 31, ā 2021 2020 Accrued legal and accounting fees ā $ 949 ā $ 351 Accrued incentive compensation ā ā 231 ā ā 71 Accrued payroll and other benefits ā 111 ā 136 Other ā ā 50 ā ā 40 Interest payable ā 35 ā 44 Total ā $ 1,376 ā $ 642 ā |
Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net (Loss) per Share Available to Common Stockholders | The following is a reconciliation of the numerator (net loss) and the denominator (number of shares) used in the calculation of basic and diluted net loss per share attributable to common stockholders (in thousands, except per share amounts): ā ā ā ā ā ā ā ā ā ā Three Months Ended March 31, ā 2021 2020 Numerator ā ā Net loss ā $ (7,373) ā $ (4,758) Less: Series A accumulated dividends ā (530) ā ā ā Net loss available to common stockholders, basic and diluted ā $ (7,903) ā $ (4,758) ā ā ā ā ā Denominator ā ā ā ā Weighted average shares used in computing basic and diluted net loss per share available to common stockholders ā 11,240 ā 9,761 Basic and diluted net loss per share of common stock ā $ (0.70) ā $ (0.49) ā |
Outstanding Securities Considered Anti-Dilutive | The following table shows the weighted-average outstanding securities considered anti-dilutive and therefore excluded from the computation of diluted net loss per share attributable to common stockholders (in thousands): ā ā ā ā ā ā ā ā Three Months Ended March 31, ā 2021 2020 Convertible preferred stock ā 5,003 ā 6,256 Common stock options 277 ā 532 Warrants for common stock 5 ā 15 Total 5,285 6,803 |
Royalty Purchase Agreements (Ta
Royalty Purchase Agreements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Royalty Purchase Agreements | |
Summary of Acquisition of Royalty Rights | The following table summarizes the long-term royalty receivable activities including acquisitions of royalty rights during the three months ended March 31, 2021 (in thousands): ā ā ā ā Balance at December 31, 2020 $ 34,575 Acquisition of royalty rights: ā ā ā Viracta ā 13,500 Balance at March 31, 2021 ā $ 48,075 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Measurements | |
Schedule of Financial Assets and Liabilities Carried at Fair Value on Recurring Basis | The following tables set forth the Companyās fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Fair Value Measurements at March 31, 2021 Using ā ā Quoted Prices in ā Significant Other ā Significant ā ā ā ā ā Active Markets for ā Observable ā Unobservable ā ā ā ā ā Identical Assets ā Inputs ā Inputs ā ā ā ā (Level 1) (Level 2) (Level 3) Total Assets: ā ā ā ā ā ā ā ā ā ā ā ā Equity securities ā $ ā ā $ ā ā $ 1,021 ā $ 1,021 Liabilities: ā ā ā ā ā ā ā ā ā ā ā ā Contingent consideration ā $ ā ā $ ā ā $ 75 ā $ 75 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Fair Value Measurements at December 31, 2020 Using ā ā Quoted Prices in ā Significant Other ā Significant ā ā ā ā ā Active Markets for ā Observable ā Unobservable ā ā ā ā ā Identical Assets ā Inputs ā Inputs ā ā ā ā (Level 1) (Level 2) (Level 3) Total Assets: ā ā ā ā ā ā ā ā Equity securities ā $ ā ā $ ā ā $ 1,693 ā $ 1,693 Liabilities: ā ā ā ā ā ā ā ā ā ā ā ā Contingent consideration ā $ ā ā $ ā ā $ 75 ā $ 75 |
Summary of Changes in Estimated Fair Value of Level 3 Financial Assets | The following table provides a summary of changes in the estimated fair value of the Companyās Level 3 financial assets for the three months ended March 31, 2021 (in thousands): ā ā ā ā ā ā ā Three Months Ended ā ā March 31, Balance at December 31, 2020 ā $ 1,693 Change in fair value ā (672) Balance at March 31, 2021 ā $ 1,021 |
Schedule of Estimated Fair Value of Equity Securities Assumptions | The estimated fair value of the equity securities was calculated based on the following assumptions as of March 31, 2021 and December 31, 2020: ā ā ā ā ā ā ā ā ā ā ā March 31, ā December 31, ā ā ā 2021 ā 2020 Closing common stock price (1) ā $ 7.06 ā $ 11.99 ā ā ā ā ā ā ā ā ā Tranche 1: ā ā ā ā ā ā ā Discount for lack of marketability ā 10.5 % ā 12 % Estimated time to liquidity of shares ā 0.25 year ā ā 0.25 year ā ā ā ā ā ā ā ā ā Tranche 2: ā ā ā ā ā ā ā Discount for lack of marketability ā ā 11 % ā 14 % Estimated time to liquidity of shares ā ā 0.53 year ā ā 0.67 years ā |
Outstanding Long Term Debt Carrying Amount and Estimated Fair Value | The carrying amount and the estimated fair value of the Companyās outstanding long-term debt at March 31, 2021 and December 31, 2020, are as follows (in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā March 31, 2021 ā December 31, 2020 ā Carrying Amount Fair Value Carrying Amount Fair Value SVB Loans ā $ 9,762 ā $ 9,752 ā $ 11,759 ā $ 11,747 Novartis note ā ā 9,093 ā ā 9,092 ā ā 9,093 ā ā 9,055 Total ā $ 18,855 ā $ 18,844 ā $ 20,852 ā $ 20,802 |
Lease Agreements (Tables)
Lease Agreements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Lease Agreements | |
Schedule of maturity of operating lease liabilities | The following table summarizes maturity of the Companyās operating lease liabilities as of March 31, 2021 (in thousands): ā ā ā ā ā ā ā Operating Undiscounted lease payments Leases 2021 (excluding three months ended March 31, 2021) ā $ 148 2022 ā 202 2023 ā 34 Thereafter ā ā Total undiscounted lease payments ā 384 Present value adjustment ā (19) Total net lease liabilities $ 365 |
Schedule of cost components of operating leases | The following table summarizes the cost components of the Companyās operating leases for the three months ended March 31, 2021 and 2020 (in thousands): ā ā ā ā ā ā ā ā ā Three Months Ended March 31, ā 2021 2020 Lease costs: ā ā ā ā ā ā Operating lease cost ā $ 44 $ 44 Variable lease cost (1) ā ā 3 ā 2 Total lease costs ā $ 47 ā $ 46 (1) Under the terms of the lease agreements, the Company is also responsible for certain variable lease payments that are not included in the measurement of the lease liability. Variable lease payments include non-lease components such as common area maintenance fees. |
Summary of supplemental cash flow information related to operating leases | The following information represents supplemental disclosure for the statement of cash flows related to operating leases (in thousands): ā ā ā ā ā ā ā ā ā Three Months Ended March 31, ā 2021 ā 2020 Cash paid for amounts included in the measurement of lease liabilities ā ā ā ā Operating cash flows under operating leases ā $ 49 ā $ 46 |
Schedule of present value assumptions used in calculating the present value of lease payments | ā ā ā ā ā ā ā ā ā March 31, ā December 31, ā 2021 ā 2020 Weighted-average remaining lease term ā ā ā ā ā ā Operating leases ā 1.92 years ā ā 2.17 years ā Weighted-average discount rate ā ā ā ā ā ā Operating leases ā 5.51 % ā 5.51 % |
Long-Term Debt and Other Fina_2
Long-Term Debt and Other Financings (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Long-Term Debt and Other Financings | |
Aggregate Future Principal, Final Payment Fees and Discounts of Long-Term Debt | Aggregate future principal, final payment fees and discounts of the Companyās long-term debt as of March 31, 2021, are as follows (in thousands): ā ā ā ā ā ā ā ā March 31, ā ā ā 2021 2021 (excluding three months ended March 31, 2021) ā $ 6,290 2022 ā ā 13,523 Thereafter ā ā ā Total payments ā ā 19,813 Less: interest, final payment fees, discount and issuance costs ā ā (958) Total payments, net of interest, final payment fees, discount and issuance costs ā ā 18,855 Less: current portion of long-term debt ā ā (7,201) Long-term debt $ 11,654 |
Interest Expense and Amortization of Debt Issuance Costs and Discounts | Amortization of debt issuance costs and discounts are included in interest expense. Interest expense in the condensed consolidated statements of operations and comprehensive loss relates to the following debt instruments (in thousands): ā ā ā ā ā ā ā ā ā ā Three Months Ended March 31, ā 2021 2020 SVB loan ā $ 238 ā $ 383 Novartis note ā 51 ā 158 Other ā ā ā 1 Total interest expense ā $ 289 ā $ 542 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Common Stock Warrants | |
Summary of Common Stock Warrants Outstanding | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Exercise Price March 31, December 31, Issuance Date ā Expiration Date ā Balance Sheet Classification ā per Share ā 2021 ā 2020 February 2016 February 2021 Stockholdersā equity ā $ 15.40 ā 8,249 May 2018 May 2028 Stockholdersā equity ā $ 23.69 6,332 6,332 March 2019 ā March 2029 ā Stockholdersā equity ā $ 14.71 ā 4,845 ā 4,845 ā ā 11,177 19,426 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Stock-based Compensation | |
Weighted Average Assumptions | ā ā ā ā ā ā ā ā ā Three Months Ended March 31, ā 2021 2020 Dividend yield 0 % 0 % Expected volatility 98 % 100 % Risk-free interest rate 0.71 % 0.90 % Expected term 5.61 years ā 5.57 years ā |
Stock Option Activity | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Weighted Weighted Aggregate ā ā ā ā Average ā Average ā Intrinsic ā ā ā ā Exercise ā Contractual ā Value ā ā Number of ā Price ā Term ā (in ā ā shares ā Per Share ā (in years) ā thousands) Outstanding at January 1, 2021 ā 1,827,906 ā $ 20.66 6.31 $ 51,401 Granted 142,823 ā 39.02 ā Exercised (24,193) ā 16.08 ā Forfeited, expired or cancelled ā (53,449) ā 70.43 ā Outstanding at March 31, 2021 ā 1,893,087 ā $ 20.70 6.23 ā $ 45,176 Exercisable at March 31, 2021 ā 1,527,042 ā $ 19.13 5.56 ā $ 40,186 |
Stock-based Compensation Expense | The following table shows total stock-based compensation expense for stock options and ESPP in the condensed consolidated statements of operations and comprehensive loss (in thousands): ā ā ā ā ā ā ā ā ā ā Three Months Ended March 31, ā 2021 2020 Research and development ā $ ā ā $ ā General and administrative ā 2,898 ā 1,788 Total stock-based compensation expense ā $ 2,898 ā $ 1,788 |
Description of Business - Cash
Description of Business - Cash and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Description of Business | ||||
Unrestricted and restricted cash | $ 69,950 | $ 86,364 | $ 53,312 | $ 56,688 |
Description of Business - Stock
Description of Business - Stock Issuance (Details) - USD ($) $ in Millions | Apr. 09, 2021 | Dec. 15, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
8.625% Series A Cumulative, Perpetual Preferred Stock | ||||
Stock | ||||
Preferred stock, dividend rate (as a percent) | 8.625% | 8.625% | 8.625% | |
Public Offering of Depository Shares and Series B Preferred Shares | Depositary Shares 8.375% Series B Cumulative, Perpetual Preferred Stock | Subsequent Event | ||||
Stock | ||||
Shares issued (in shares) | 1,600,000 | |||
Depositary share's fractional interest in share of preferred stock | 0.001 | |||
Preferred stock, dividend rate (as a percent) | 8.375% | |||
Gross proceeds from issuance of preferred stock | $ 40 |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies - Use of Estimates (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Basis of Presentation and Significant Accounting Policies | ||
Contingent liabilities | $ 1,410 | $ 1,410 |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies - Cash and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Basis of Presentation and Significant Accounting Policies | ||||
Cash | $ 67,808 | $ 84,222 | $ 53,312 | |
Restricted cash | 2,142 | 1,611 | ||
Long-term restricted cash | 531 | |||
Total cash and restricted cash | $ 69,950 | $ 86,364 | $ 53,312 | $ 56,688 |
Basis of Presentation and Sig_6
Basis of Presentation and Significant Accounting Policies - Equity Securities (Details) | 1 Months Ended | 3 Months Ended | |
Oct. 31, 2020shares | Dec. 31, 2020shares | Sep. 30, 2020shares | |
Rezolute | |||
Equity investments | |||
Number of shares owned | 161,860 | 161,860 | 8,093,010 |
Rezolute | |||
Equity investments | |||
Reverse stock split | 0.02 | 0.02 |
Basis of Presentation and Sig_7
Basis of Presentation and Significant Accounting Policies - Purchase of Rights to Future Milestones and Royalties and Income Taxes and Net Income (Loss) per Share (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Purchase of Rights to Future Milestones and Royalties | ||
Impairment of long-term royalty receivable | $ 0 | $ 0 |
Income tax penalties or interest charged | $ 0 |
Basis of Presentation and Sig_8
Basis of Presentation and Significant Accounting Policies - Concentration of Risk (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021USD ($)customer | Mar. 31, 2020customer | Dec. 31, 2020customer | |
Concentration of Risk | |||
Trade receivable, net | $ | $ 0 | ||
Customer Concentration Risk | Revenues | |||
Concentration of Risk | |||
Number of major partners | 1 | 2 | |
Customer Concentration Risk | Revenues | Partner 1 | |||
Concentration of Risk | |||
Concentration risk (as a percent) | 95.00% | 62.00% | |
Customer Concentration Risk | Revenues | Partner 2 | |||
Concentration of Risk | |||
Concentration risk (as a percent) | 38.00% | ||
Credit Concentration Risk | Trade Receivables | |||
Concentration of Risk | |||
Number of major partners | 1 | ||
Concentration risk (as a percent) | 100.00% |
Basis of Presentation and Sig_9
Basis of Presentation and Significant Accounting Policies - Accounting Pronouncements (Details) | Jan. 01, 2021 |
ASU 2019-12 | |
Adopted Accounting Pronouncements | |
Change in Accounting Principle, Accounting Standards Update, Adopted | true |
ASU 2020-06 | |
Adopted Accounting Pronouncements | |
Change in Accounting Principle, Accounting Standards Update, Adopted | true |
ASU 2020-04 | |
Adopted Accounting Pronouncements | |
Change in Accounting Principle, Accounting Standards Update, Adopted | true |
Condensed Consolidated Financ_3
Condensed Consolidated Financial Statements Detail - Equity Securities (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Equity Securities | |||
Equity securities | $ 1,021 | $ 1,693 | |
Gain (loss) recognized due to change in fair value of investment | (672) | $ (273) | |
Rezolute | |||
Equity Securities | |||
Equity securities | 1,000 | $ 1,700 | |
Gain (loss) recognized due to change in fair value of investment | $ (700) | $ (300) |
Condensed Consolidated Financ_4
Condensed Consolidated Financial Statements Detail - Accrued and Other Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Accrued and other liabilities | ||
Accrued legal and accounting fees | $ 949 | $ 351 |
Accrued incentive compensation | 231 | 71 |
Accrued payroll and other benefits | 111 | 136 |
Other | 50 | 40 |
Interest payable | 35 | 44 |
Total | $ 1,376 | $ 642 |
Condensed Consolidated Financ_5
Condensed Consolidated Financial Statements Details - Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator | ||
Net (loss) income | $ (7,373) | $ (4,758) |
Less: Series A accumulated dividends | (530) | |
Net (loss) income available to common stockholders, basic | (7,903) | (4,758) |
Net (loss) income available to common stockholders, diluted | $ (7,903) | $ (4,758) |
Denominator | ||
Weighted average shares used in computing basic and diluted net loss per share available to common stockholders | 11,240 | 9,761 |
Basic and diluted net loss per share of common stock | $ (0.70) | $ (0.49) |
Condensed Consolidated Financ_6
Condensed Consolidated Financial Statements Details - Outstanding Securities Considered Anti-Dilutive (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share | ||
Antidilutive securities excluded from computation of net loss per share (in shares) | 5,285 | 6,803 |
Convertible preferred stock. | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share | ||
Antidilutive securities excluded from computation of net loss per share (in shares) | 5,003 | 6,256 |
Stock Options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share | ||
Antidilutive securities excluded from computation of net loss per share (in shares) | 277 | 532 |
Warrants for common stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share | ||
Antidilutive securities excluded from computation of net loss per share (in shares) | 5 | 15 |
Licensing and Other Arrangeme_2
Licensing and Other Arrangements - Novartis International (Details) $ in Thousands | Oct. 21, 2020USD ($) | Sep. 30, 2015item | Sep. 30, 2015USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2015USD ($) |
Licensing and other arrangements | ||||||||
Revenue from contracts with customers | $ 19 | $ 500 | ||||||
Novartis Note | ||||||||
Licensing and other arrangements | ||||||||
Reduction in debt obligation | $ 7,300 | |||||||
Novartis International | License Agreement | ||||||||
Licensing and other arrangements | ||||||||
Agreement termination prior written notice period | 180 days | |||||||
Number of performance obligations | item | 1 | |||||||
Cash payment received | 17,700 | $ 37,000 | ||||||
Revenue from contracts with customers | 25,000 | 0 | $ 0 | $ 10,000 | $ 37,000 | |||
Maximum eligible milestone payments receivable upon achievement of development, regulatory and commercial milestones | $ 445,000 | $ 480,000 | ||||||
Royalty payment period | 10 years | |||||||
Contract assets | 0 | 0 | ||||||
Contract liabilities | 0 | 0 | ||||||
Capitalized contract costs | $ 0 | $ 0 |
Licensing and Other Arrangeme_3
Licensing and Other Arrangements - Novartis - Gevokizumab and IL-1 Beta (Details) $ / shares in Units, $ in Thousands, ā¬ in Millions | Aug. 24, 2017USD ($)agreementitem$ / sharesshares | Aug. 24, 2017EUR (ā¬)agreementitemshares | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2017USD ($) |
Licensing and other arrangements | ||||||
Revenue from contracts with customers | $ 19 | $ 500 | ||||
Novartis Pharma AG | Gevokizumab License Agreement and IL-1 Target License Agreement | ||||||
Licensing and other arrangements | ||||||
Transaction price | $ 40,200 | |||||
Cash payment received | 25,700 | |||||
License agreement consideration received, repayment of debt | 14,300 | |||||
Common stock premium | $ 200 | |||||
Number of license agreements | agreement | 2 | 2 | ||||
Number of arrangements | item | 1 | 1 | ||||
Number of performance obligations | item | 2 | 2 | ||||
Remaining performance obligations | 0 | |||||
Revenue from contracts with customers | 0 | $ 0 | $ 40,200 | |||
Contract assets | 0 | 0 | ||||
Contract liabilities | 0 | 0 | ||||
Capitalized contract costs | $ 0 | $ 0 | ||||
Novartis Pharma AG | Gevokizumab License Agreement | ||||||
Licensing and other arrangements | ||||||
License agreement consideration received | $ 30,000 | |||||
Cash payment received | 15,700 | |||||
License agreement consideration received, repayment of debt | 14,300 | ā¬ 12 | ||||
Proceeds from issuance of common stock | 5,000 | |||||
Common stock premium | 200 | |||||
Maximum eligible milestone payments receivable upon achievement of development, regulatory and commercial milestones | $ 438,000 | |||||
Agreement termination prior written notice period | 6 months | 6 months | ||||
Novartis Pharma AG | Gevokizumab License Agreement | Common Stock | ||||||
Licensing and other arrangements | ||||||
Shares issued (in shares) | shares | 539,131 | 539,131 | ||||
Purchase price (in dollars per share) | $ / shares | $ 9.2742 | |||||
Issuance of common stock, fair value | $ 4,800 | |||||
Closing stock price (in dollars per share) | $ / shares | $ 8.93 | |||||
Novartis Pharma AG | IL-1 Target License Agreement | ||||||
Licensing and other arrangements | ||||||
Cash payment received | $ 10,000 |
Licensing and Other Arrangeme_4
Licensing and Other Arrangements - Takeda (Details) - USD ($) $ in Thousands | Nov. 16, 2020 | Feb. 28, 2009 | Nov. 30, 2006 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Licensing and other arrangements | ||||||
Revenue from contracts with customers | $ 19 | $ 500 | ||||
Takeda | Collaboration agreement | ||||||
Licensing and other arrangements | ||||||
Revenue from contracts with customers | $ 2,000 | 0 | $ 0 | |||
Contract assets | 0 | $ 0 | ||||
Capitalized contract costs | $ 0 | $ 0 | ||||
Takeda | Collaboration agreement | TAK-079 | ||||||
Licensing and other arrangements | ||||||
Maximum eligible milestone payments receivable upon achievement of development, regulatory and commercial milestones | $ 19,000 | |||||
Royalty payment period from the first commercial sale of each royalty-bearing discovery product | 13 years 6 months | |||||
Royalty payment period from first commercial sale if there is significant generic competition post patent-expiration | 12 years | |||||
Takeda | Collaboration agreement | Other antibodies | ||||||
Licensing and other arrangements | ||||||
Maximum eligible milestone payments receivable per discovery product candidate | $ 3,300 | |||||
Royalty payment period | 10 years |
Licensing and Other Arrangeme_5
Licensing and Other Arrangements - Rezolute (Details) - Rezolute - USD ($) $ in Millions | Dec. 06, 2017 | Jun. 01, 2019 |
License Agreement and Common Stock Purchase Agreement | ||
Licensing and other arrangements | ||
License agreement consideration received | $ 0 | |
License Agreement | ||
Licensing and other arrangements | ||
Percentage of decrease in future royalty obligations | 20.00% | |
Agreement termination prior written notice period | 90 days | |
License Agreement, RZ358 | ||
Licensing and other arrangements | ||
Maximum eligible milestone payments receivable upon achievement of development, regulatory and commercial milestones | $ 232 | |
Royalty payment period | 12 years | |
License Agreement, Non-RZ358 products | ||
Licensing and other arrangements | ||
Royalty payment period | 12 years | |
License Agreement, X129 | ||
Licensing and other arrangements | ||
Upfront option fee | $ 1 | |
Maximum eligible milestone payments receivable upon achievement of development, regulatory and commercial milestones | $ 237 |
Licensing and Other Arrangeme_6
Licensing and Other Arrangements - Rezolute - First Amendment (Details) $ in Thousands | Jan. 07, 2019shares | Apr. 03, 2018USD ($)itemshares | Apr. 30, 2018USD ($)shares | Mar. 31, 2018USD ($)shares | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2018shares | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($) | Mar. 31, 2019USD ($) |
Licensing and other arrangements | ||||||||||||
Revenues | $ 375 | $ 804 | ||||||||||
Revenue from contracts with customers | 19 | 500 | ||||||||||
Rezolute | License Agreement and Common Stock Purchase Agreement | ||||||||||||
Licensing and other arrangements | ||||||||||||
Amount of cash eligible to receive | $ 6,000 | |||||||||||
Amount of Rezolute's common stock eligible to receive | $ 8,500 | |||||||||||
Number of Rezolute's common stock eligible to receive contingent on completion of financing activities | shares | 7,000,000 | |||||||||||
Number of post-split shares eligible to receive | shares | 140,000 | |||||||||||
Gross proceeds to be raised for qualified financing | $ 20,000 | |||||||||||
Additional common stock to be received if Rezolute did not complete financing | $ 8,500 | |||||||||||
Common stock trading period | 10 days | |||||||||||
Eligible to receive, in order to maintain license agreement | $ 15,000 | |||||||||||
Revenues | $ 0 | |||||||||||
Transaction price | $ 1,800 | |||||||||||
Transaction price, Shares received (in shares) | shares | 8,093,010 | |||||||||||
Post-split shares received (in shares) | shares | 161,860 | |||||||||||
Transaction price, Value of common stock received | $ 1,000 | |||||||||||
Transaction price, cash consideration | 500 | |||||||||||
Reimbursable technology transfer expense to be received | $ 300 | |||||||||||
Number of arrangements | item | 1 | |||||||||||
Upfront consideration to incremental discount for future payment | $ 0 | |||||||||||
Revenue from contracts with customers | $ 8,500 | $ 1,800 | ||||||||||
Rezolute | License Agreement | ||||||||||||
Licensing and other arrangements | ||||||||||||
Reimbursable technology transfer expense to be received | $ 300 | |||||||||||
Revenue from contracts with customers | $ 0 | $ 0 | ||||||||||
Rezolute | Common Stock Purchase Agreement | ||||||||||||
Licensing and other arrangements | ||||||||||||
Number of post-split shares eligible to receive | shares | 100,000 | |||||||||||
Number of Rezolute's shares Company has right and option to sell | shares | 5,000,000 | 5,000,000 | 100,000 | |||||||||
Percent of Rezolute's shares held Company has right and option to sell if Rezolute does not list common stock shares on national exchange | 33.33% | |||||||||||
Transaction price, Shares received (in shares) | shares | 8,093,010 | |||||||||||
Post-split shares received (in shares) | shares | 161,860 | |||||||||||
Transaction price, cash consideration | $ 500 |
Licensing and Other Arrangeme_7
Licensing and Other Arrangements - Rezolute - Second and Third Amendments (Details) $ in Thousands | Oct. 09, 2020USD ($) | Mar. 31, 2020USD ($)installment | Jan. 30, 2019USD ($) | Jan. 07, 2019USD ($)itemshares | Apr. 03, 2018USD ($) | Oct. 31, 2020USD ($)shares | Mar. 31, 2018USD ($)shares | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($)shares | Sep. 30, 2020USD ($)shares | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($) | Mar. 31, 2019USD ($) |
Licensing and other arrangements | ||||||||||||||||
Revenue from contracts with customers | $ 19 | $ 500 | ||||||||||||||
Provision for bad debt | 1,409 | |||||||||||||||
Rezolute | ||||||||||||||||
Licensing and other arrangements | ||||||||||||||||
Reverse stock split | 0.02 | 0.02 | ||||||||||||||
Rezolute | Private Placement | ||||||||||||||||
Licensing and other arrangements | ||||||||||||||||
Aggregate gross proceeds from issuance of stock | $ 41,000 | |||||||||||||||
Rezolute | ||||||||||||||||
Licensing and other arrangements | ||||||||||||||||
Number of shares owned | shares | 161,860 | 161,860 | 8,093,010 | 161,860 | ||||||||||||
Rezolute | License Agreement and Common Stock Purchase Agreement | ||||||||||||||||
Licensing and other arrangements | ||||||||||||||||
Amount of Rezolute's common stock eligible to receive | $ 8,500 | |||||||||||||||
Number of future cash payments to be received | item | 5 | |||||||||||||||
Amount of future cash payments to be received | $ 8,500 | $ 8,500 | ||||||||||||||
Percentage of net proceeds of each future financing upon closing of the qualified financing | 15.00% | |||||||||||||||
Gross proceeds received by third party from preferred stock financing | $ 25,000 | |||||||||||||||
Consideration received following qualified financing event | 5,500 | |||||||||||||||
Reimbursable technology transfer expense received | $ 300 | |||||||||||||||
Revenue from contracts with customers | $ 8,500 | $ 1,800 | ||||||||||||||
Future cash payments received | $ 1,400 | $ 400 | $ 400 | 400 | $ 5,900 | |||||||||||
Upfront consideration to incremental discount for future payment | $ 0 | |||||||||||||||
Provision for bad debt | $ (1,400) | 1,400 | ||||||||||||||
Bad debt allowance | $ 1,400 | |||||||||||||||
Contract assets | 0 | 0 | $ 0 | |||||||||||||
Contract liabilities | 0 | 0 | 0 | |||||||||||||
Capitalized contract costs | 0 | $ 0 | $ 0 | |||||||||||||
Rezolute | License Agreement and Common Stock Purchase Agreement | Maximum | ||||||||||||||||
Licensing and other arrangements | ||||||||||||||||
Amount of future cash payments to be received | $ 8,500 | |||||||||||||||
Rezolute | License Agreement | ||||||||||||||||
Licensing and other arrangements | ||||||||||||||||
Revenue from contracts with customers | $ 0 | $ 0 | ||||||||||||||
Future cash payments of revenue recognized | $ 2,600 | |||||||||||||||
Number of quarterly payments | installment | 7 | |||||||||||||||
Payment period following closing of Qualified Financing | 15 days | |||||||||||||||
Rezolute | Common Stock Purchase Agreement | ||||||||||||||||
Licensing and other arrangements | ||||||||||||||||
Number of Rezolute's shares Company has right and option to sell | shares | 5,000,000 | 5,000,000 | 100,000 | |||||||||||||
Number of Rezolute's post-split shares Company has right and option to sell | shares | 100,000 | 50,000 | ||||||||||||||
Rezolute | Common Stock Purchase Agreement | Maximum | ||||||||||||||||
Licensing and other arrangements | ||||||||||||||||
Number of Rezolute's shares Company has right and option to sell | shares | 2,500,000 |
Licensing and Other Arrangeme_8
Licensing and Other Arrangements - Janssen Biotech (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Aug. 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | |
Licensing and other arrangements | ||||
Revenue from contracts with customers | $ 19 | $ 500 | ||
Janssen Biotech Inc. | License Agreement | ||||
Licensing and other arrangements | ||||
Cash payment received | $ 2,500 | |||
Maximum amount receivable milestone payments upon achievement of certain clinical development and regulatory approval events | $ 3,000 | |||
Percentage of royalty on worldwide net sales of each product upon commercialization | 0.75% | |||
Revenue from contracts with customers | 0 | $ 0 | $ 2,500 | |
Contract assets | 0 | |||
Contract liabilities | 0 | |||
Capitalized contract costs | $ 0 |
Licensing and Other Arrangeme_9
Licensing and Other Arrangements - NIAID (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2008 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2017 | Dec. 31, 2014 | |
Licensing and other arrangements | ||||||
Revenue recognized | $ 19 | $ 500 | ||||
Arrangement with Governmental Agency | NIAID | ||||||
Licensing and other arrangements | ||||||
Total contract amount awarded | $ 64,800 | |||||
Contractual term | 3 years | |||||
Accounts receivable | $ 400 | |||||
Deferred revenue/Contract liabilities | $ 1,400 | $ 1,400 | $ 800 | |||
Accounts receivable written off | $ 400 | |||||
Estimated refund liability | 1,400 | |||||
Revenue recognized | $ (600) |
Licensing and Other Arrangem_10
Licensing and Other Arrangements - Sale of Future Revenue Streams (Details) $ in Thousands | Dec. 21, 2016USD ($)agreementperiod | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) |
Licensing and other arrangements | ||||
Unearned revenue recognized under units-of-revenue method | $ (356) | $ (304) | ||
Revenue recognized under units-of-revenue method | 356 | 304 | ||
Unearned revenue recognized under units-of-revenue method, current | 1,482 | $ 1,452 | ||
Unearned revenue recognized under units-of-revenue method, noncurrent | 13,130 | $ 13,516 | ||
HealthCare Royalty Partners II, L.P | ||||
Licensing and other arrangements | ||||
Revenue recognized under units-of-revenue method | 400 | |||
Unearned revenue recognized under units-of-revenue method, current | 1,500 | |||
Unearned revenue recognized under units-of-revenue method, noncurrent | $ 13,100 | |||
HealthCare Royalty Partners II, L.P | Royalty Sale Agreements | ||||
Licensing and other arrangements | ||||
Number of agreements | agreement | 2 | |||
Unearned revenue recognized under units-of-revenue method | $ 18,000 | |||
Revenue recognized under units-of-revenue method | $ 300 | |||
HealthCare Royalty Partners II, L.P | First Royalty Sale Agreement | ||||
Licensing and other arrangements | ||||
Cash payment received | 6,500 | |||
Eligible potential additional payments receivable upon achievement of specified net sales milestones in future years | $ 4,000 | |||
Number of milestone periods | period | 3 | |||
HealthCare Royalty Partners II, L.P | Second Royalty Sale Agreement | ||||
Licensing and other arrangements | ||||
Cash payment received | $ 11,500 |
Royalty Purchase Agreements - A
Royalty Purchase Agreements - Agenus (Details) $ in Thousands | Sep. 20, 2018USD ($)product | Nov. 30, 2020USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) |
Agreements | |||||
Payments to acquire milestones and royalties | $ 13,500 | ||||
Long-term royalty receivables | 48,075 | $ 34,575 | |||
Revenue from contracts with customers | 19 | $ 500 | |||
Impairment of long-term royalty receivable | 0 | $ 0 | |||
Royalty Purchase Agreement | Merck Immuno-Oncology Product | Agenus | |||||
Agreements | |||||
Amount of milestone achieved | $ 10,000 | ||||
Agenus | Royalty Purchase Agreement | |||||
Agreements | |||||
Payments to acquire milestones and royalties | $ 15,000 | ||||
Long-term royalty receivables | 15,000 | ||||
Impairment of long-term royalty receivable | $ 0 | ||||
Agenus | Royalty Purchase Agreement | Silicon Valley Bank Loans | |||||
Agreements | |||||
Proceeds from issuance of long-term debt | $ 7,500 | ||||
Agenus | Royalty Purchase Agreement | Incyte Immuno-Oncology Assets | |||||
Agreements | |||||
Royalties on net sales (as a percent) | 33.00% | ||||
Number of licensed products related to milestone and royalties | product | 6 | ||||
Purchased percentage of milestones | 10.00% | ||||
Agenus | Royalty Purchase Agreement | Merck Immuno-Oncology Product | |||||
Agreements | |||||
Royalties on net sales (as a percent) | 33.00% | ||||
Purchased percentage of milestones | 10.00% | ||||
Purchased eligible milestone payments receivable upon achievement of potential development, regulatory and commercial milestones | $ 59,500 | ||||
Amount of milestone achieved | 1,000 | ||||
Cash receipts for achievement of contractual milestones | $ 1,000 |
Royalty Purchase Agreements - B
Royalty Purchase Agreements - Bioasis (Details) $ in Thousands | Nov. 02, 2020USD ($) | Feb. 25, 2019USD ($)agreement | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Agreements | ||||
Payments to acquire milestones and royalties | $ 13,500 | |||
Contingent consideration under royalty purchase agreements | 75 | $ 75 | ||
Long-term royalty receivables | 48,075 | 34,575 | ||
Impairment of long-term royalty receivable | 0 | $ 0 | ||
Bioasis Technologies Inc | Royalty Purchase Agreement | ||||
Agreements | ||||
Percentage of option to purchase royalty right on future license agreements | 1.00% | |||
Number of future license agreements under optional purchase right | agreement | 2 | |||
Obligation upon exercise of options per licensed product, second agreement | $ 300 | |||
Obligation upon exercise of options per licensed product, third agreement | 400 | |||
Payments to acquire milestones and royalties | 300 | |||
Contingent consideration under royalty purchase agreements | 100 | |||
Long-term royalty receivables | 400 | |||
Changes in estimated fair value of contingent consideration | 0 | |||
Payments of contingent consideration | 0 | |||
Impairment of long-term royalty receivable | 0 | |||
Bioasis Technologies Inc | Royalty Purchase Agreement | Maximum | ||||
Agreements | ||||
Potential future cash payments | $ 200 | |||
Bioasis Technologies Inc | Second Royalty Purchase Agreement | ||||
Agreements | ||||
Payments to acquire milestones and royalties | $ 1,200 | |||
Long-term royalty receivables | $ 1,200 | |||
Impairment of long-term royalty receivable | $ 0 |
Royalty Purchase Agreements -_2
Royalty Purchase Agreements - Aronora (Details) $ in Thousands | Apr. 07, 2019USD ($)item | Sep. 30, 2019USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Agreements | ||||
Long-term royalty receivables | $ 48,075 | $ 34,575 | ||
Contingent consideration under royalty purchase agreements | 75 | 75 | ||
Impairment of long-term royalty receivable | 0 | $ 0 | ||
Payments to acquire milestones and royalties | 13,500 | |||
Aronora | Royalty Purchase Agreement | ||||
Agreements | ||||
Number of drug candidates | item | 5 | |||
Non-royalties to be received (as a percent) | 10.00% | |||
Future non-royalty payments to be received (as a percent) | 5.00% | |||
Multiplier for cumulative amount of consideration paid | item | 2 | |||
Upfront payment | $ 6,000 | |||
Threshold amount of cumulative royalties on net sales per product | 250,000 | |||
Long-term royalty receivables | 9,000 | |||
Contingent consideration under royalty purchase agreements | 3,000 | 0 | ||
Payments of contingent consideration | $ 3,000 | |||
Impairment of long-term royalty receivable | $ 0 | |||
Aggregate milestones payments per product | 85,000 | |||
Aronora | Royalty Purchase Agreement | Silicon Valley Bank Loans | ||||
Agreements | ||||
Upfront payment | $ 3,000 | |||
Aronora | Royalty Purchase Agreement | Bayer Products | ||||
Agreements | ||||
Number of drug candidates | item | 3 | |||
Number of drug candidates subject to exclusive license option | item | 1 | |||
Royalties on net sales (as a percent) | 100.00% | |||
Non-royalties to be received (as a percent) | 10.00% | |||
Contingent future cash payment for each product | $ 1,000 | |||
Potential future cash payments | $ 3,000 | |||
Aronora | Royalty Purchase Agreement | Non-Bayer Products | ||||
Agreements | ||||
Number of drug candidates | item | 2 | |||
Non-royalties to be received (as a percent) | 10.00% |
Royalty Purchase Agreements - P
Royalty Purchase Agreements - Palobiofarma (Details) $ in Thousands | Sep. 26, 2019USD ($)item | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Agreements | |||
Payments to acquire milestones and royalties | $ 13,500 | ||
Long-term royalty receivables | 48,075 | $ 34,575 | |
Impairment of long-term royalty receivable | 0 | $ 0 | |
Palobiofarma, S.L. | Royalty Purchase Agreement | |||
Agreements | |||
Number of drug candidates | item | 6 | ||
Payments to acquire milestones and royalties | $ 10,000 | ||
Long-term royalty receivables | 10,000 | ||
Impairment of long-term royalty receivable | $ 0 | ||
Palobiofarma, S.L. | Royalty Purchase Agreement | Silicon Valley Bank Loans | |||
Agreements | |||
Proceeds from issuance of long-term debt | $ 5,000 |
Royalty Purchase Agreements - V
Royalty Purchase Agreements - Viracta (Details) $ in Thousands | Mar. 22, 2021USD ($)item | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Agreements | |||
Payments to acquire milestones and royalties | $ 13,500 | ||
Long-term royalty receivables | 48,075 | $ 34,575 | |
Impairment of long-term royalty receivable | 0 | $ 0 | |
Viracta | Royalty Purchase Agreement | |||
Agreements | |||
Number of drug candidates | item | 2 | ||
Payments to acquire milestones and royalties | $ 13,500 | ||
Maximum amount of potential milestones and other payments receivable | 54,000 | ||
Amount of maximum consideration retained | 20,000 | ||
Maximum amount of potential regulatory and commercial milestones receivable | 57,000 | ||
Long-term royalty receivables | $ 13,500 | ||
Impairment of long-term royalty receivable | $ 0 |
Royalty Purchase Agreements - S
Royalty Purchase Agreements - Summary of Acquisition of Royalty Rights (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Balance at beginning of period | $ 34,575 |
Balance at end of period | 48,075 |
Viracta | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Acquisition of royalty rights | $ 13,500 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Carried at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 |
Transfers between Levels | |||
Level 1 to Level 2 transfers, Assets | $ 0 | $ 0 | |
Level 2 to Level 1 transfers, Assets | 0 | 0 | |
Level 1 to Level 2 transfers, Liabilities | 0 | 0 | |
Level 2 to Level 1 transfers, Liabilities | 0 | $ 0 | |
Recurring | |||
Assets: | |||
Equity securities | 1,021 | $ 1,693 | |
Liabilities: | |||
Contingent consideration | 75 | 75 | |
Recurring | Significant Unobservable Inputs (Level 3) | |||
Assets: | |||
Equity securities | 1,021 | 1,693 | |
Liabilities: | |||
Contingent consideration | $ 75 | $ 75 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes In Estimated Fair Value of Level 3 Financial Assets (Details) - Significant Unobservable Inputs (Level 3) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Changes in the estimated fair value of Level 3 financial assets | |
Balance at beginning of period | $ 1,693 |
Change in fair value | (672) |
Balance at end or period | $ 1,021 |
Fair Value Measurements - Estim
Fair Value Measurements - Estimated Fair Value of Equity Securities Assumptions (Details) | Jan. 07, 2019shares | Mar. 31, 2018shares | Dec. 31, 2019shares | Mar. 31, 2021Y$ / sharesitem | Dec. 31, 2020Y$ / shares |
Common Stock Purchase Agreement | Rezolute | |||||
Fair Value Measurements | |||||
Number of Rezolute's shares Company has right and option to sell | shares | 5,000,000 | 5,000,000 | 100,000 | ||
Number of tranches | item | 2 | ||||
Closing common stock price | OTC exchange | |||||
Fair Value Measurements | |||||
Valuation assumptions, measurement input | $ / shares | 7.06 | 11.99 | |||
Discount for lack of marketability | Tranche 1 | |||||
Fair Value Measurements | |||||
Valuation assumptions, measurement input | 0.105 | 0.12 | |||
Discount for lack of marketability | Tranche 2 | |||||
Fair Value Measurements | |||||
Valuation assumptions, measurement input | 11 | 0.14 | |||
Estimated time to liquidity of shares | Tranche 1 | |||||
Fair Value Measurements | |||||
Valuation assumptions, measurement input | 0.25 | 0.25 | |||
Estimated time to liquidity of shares | Tranche 2 | |||||
Fair Value Measurements | |||||
Valuation assumptions, measurement input | 0.53 | 0.67 |
Fair Value Measurements - Conti
Fair Value Measurements - Contingent Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Feb. 25, 2019 | |
Fair Value Measurements | |||
Contingent consideration under royalty purchase agreements | $ 75 | $ 75 | |
Bioasis Technologies Inc | Royalty Purchase Agreement | |||
Fair Value Measurements | |||
Changes in estimated fair value of contingent consideration | $ 0 | ||
Contingent consideration under royalty purchase agreements | $ 100 |
Fair Value Measurements - Debt
Fair Value Measurements - Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Carrying Amount | ||
Fair Value Measurements | ||
Long-term debt | $ 18,855 | $ 20,852 |
Carrying Amount | Silicon Valley Bank Loans | ||
Fair Value Measurements | ||
Long-term debt | 9,762 | 11,759 |
Carrying Amount | Novartis Note | ||
Fair Value Measurements | ||
Long-term debt | 9,093 | 9,093 |
Fair Value | ||
Fair Value Measurements | ||
Long-term debt | 18,844 | 20,802 |
Fair Value | Silicon Valley Bank Loans | ||
Fair Value Measurements | ||
Long-term debt | 9,752 | 11,747 |
Fair Value | Novartis Note | ||
Fair Value Measurements | ||
Long-term debt | $ 9,092 | $ 9,055 |
Lease Agreements - Leased facil
Lease Agreements - Leased facilities (Details) | 3 Months Ended |
Mar. 31, 2021facility | |
Leased facilities, Emeryville, California | |
Leases | |
Operating leases, number of leased facilities | 1 |
Lease Agreements - Maturity of
Lease Agreements - Maturity of lease liabilities (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Lease Agreements | |
2021 (excluding three months ended March 31, 2021) | $ 148 |
2022 | 202 |
2023 | 34 |
Total undiscounted lease payments | 384 |
Present value adjustment | (19) |
Total net lease liabilities | $ 365 |
Lease Agreements - Rent Expense
Lease Agreements - Rent Expense and Lease costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Lease costs | ||
Operating lease cost | $ 44 | $ 44 |
Variable lease cost | 3 | 2 |
Total lease costs | $ 47 | $ 46 |
Lease Agreements - Additional i
Lease Agreements - Additional information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Lease Agreements | |||
Cash paid for amounts included in the measurement of lease liabilities, Operating cash flows under operating leases | $ 49 | $ 46 | |
Weighted-average remaining lease term, Operating leases | 1 year 11 months 1 day | 2 years 2 months 1 day | |
Weighted-average discount rate, Operating leases | 5.51% | 5.51% |
Long-Term Debt and Other Fina_3
Long-Term Debt and Other Financings - Silicon Valley Bank Loan Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 04, 2019 | May 07, 2018 | Sep. 30, 2018 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 |
Long-term debt | |||||||
Debt amount | $ 18,855 | ||||||
Current portion of long-term debt | 7,201 | $ 8,088 | |||||
Long-term debt | $ 11,654 | $ 12,764 | |||||
Common stock warrant, Exercise price $23.69 per share, Issued May 2018 | |||||||
Long-term debt | |||||||
Exercise price of per share (in dollars per share) | $ 23.69 | $ 23.69 | |||||
Common stock warrant, Exercise price $14.71 per share, Issued March 2019 | |||||||
Long-term debt | |||||||
Exercise price of per share (in dollars per share) | $ 14.71 | $ 14.71 | |||||
Silicon Valley Bank Loans | |||||||
Long-term debt | |||||||
Maximum borrowing capacity under loan agreement | $ 20,000 | ||||||
Period of monthly payments of principal and interest | 24 months | ||||||
Maximum period following loan amortization date for which loan will mature | 23 months | ||||||
Maximum period prior to loan maturity date of Novartis loan for which loan will mature | 30 days | ||||||
Amount of loan that may be reborrowed after repayment | $ 0 | ||||||
Final payment fee (as a percent) | 8.50% | ||||||
Additional interest rate in the event of default (as a percent) | 4.00% | ||||||
Debt issuance costs | $ 200 | ||||||
Non-cash interest expense resulting from amortization of discount and accretion of final payment | $ 100 | $ 200 | |||||
Debt amount | 9,800 | $ 11,800 | |||||
Current portion of long-term debt | 7,200 | 8,100 | |||||
Long-term debt | $ 2,600 | $ 3,700 | |||||
Silicon Valley Bank Loans | Minimum | |||||||
Long-term debt | |||||||
Interest rate (as a percent) | 4.75% | ||||||
Silicon Valley Bank Loans | Common stock warrant, Exercise price $23.69 per share, Issued May 2018 | |||||||
Long-term debt | |||||||
Aggregate number of shares of common stock called by warrants | 6,332 | ||||||
Exercise price of per share (in dollars per share) | $ 23.69 | ||||||
Exercisable period of warrants | 10 years | ||||||
Fair value of warrant | $ 100 | ||||||
Silicon Valley Bank Loans | Common stock warrant, Exercise price $14.71 per share, Issued March 2019 | |||||||
Long-term debt | |||||||
Aggregate number of shares of common stock called by warrants | 4,845 | ||||||
Exercise price of per share (in dollars per share) | $ 14.71 | ||||||
Exercisable period of warrants | 10 years | ||||||
Fair value of warrant | $ 100 | ||||||
Silicon Valley Bank Loans | Prime Rate | |||||||
Long-term debt | |||||||
Basis spread on variable rate | 0.25% | ||||||
Silicon Valley Bank Loans | Following first anniversary | |||||||
Long-term debt | |||||||
Prepayment fee (as a percent) | 2.00% | ||||||
Silicon Valley Bank Loans | Following second anniversary | |||||||
Long-term debt | |||||||
Prepayment fee (as a percent) | 1.00% | ||||||
Silicon Valley Bank, First Term Loan | |||||||
Long-term debt | |||||||
Proceeds from issuance of long-term debt | $ 7,500 | ||||||
Unamortized discount | $ 300 | ||||||
Silicon Valley Bank, Second Term Loan | |||||||
Long-term debt | |||||||
Proceeds from issuance of long-term debt | $ 9,500 | ||||||
Unamortized discount | $ 45 |
Long-Term Debt and Other Fina_4
Long-Term Debt and Other Financings - Novartis Note (Details) - USD ($) $ in Thousands | Oct. 21, 2020 | May 31, 2005 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2017 | Dec. 31, 2015 | Sep. 30, 2015 |
Long-term debt | ||||||||
Debt amount | $ 18,855 | |||||||
Revenue from contracts with customers | $ 19 | $ 500 | ||||||
Novartis Note | ||||||||
Long-term debt | ||||||||
Research and development expenses funded through loan facility, maximum (as a percent) | 75.00% | |||||||
Maximum borrowing capacity under loan agreement | $ 50,000 | |||||||
Interest rate at period end (as a percent) | 2.26% | |||||||
Amount by which note will be reduced upon achievement of specified milestones | $ 7,300 | |||||||
Debt amount | $ 9,100 | $ 9,100 | ||||||
Reduction in debt obligation | $ 7,300 | |||||||
Novartis Note | Six-month LIBOR | ||||||||
Long-term debt | ||||||||
Basis spread on variable rate | 2.00% | |||||||
Novartis International | License Agreement | ||||||||
Long-term debt | ||||||||
Revenue from contracts with customers | 25,000 | $ 0 | $ 0 | $ 10,000 | $ 37,000 | |||
Cash payment received | $ 17,700 | $ 37,000 |
Long-Term Debt and Other Fina_5
Long-Term Debt and Other Financings - Payments of Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Long-Term Debt and Other Financings | ||
2021 (excluding three months ended March 31, 2021) | $ 6,290 | |
2022 | 13,523 | |
Total payments | 19,813 | |
Less: interest, final payment fees, discount and issuance costs | (958) | |
Total payments, net of interest, final payment fees, discount and issuance costs | 18,855 | |
Less: current portion of long-term debt | (7,201) | $ (8,088) |
Long-term debt | $ 11,654 | $ 12,764 |
Long-Term Debt and Other Fina_6
Long-Term Debt and Other Financings - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Interest expense | ||
Interest expense | $ 289 | $ 542 |
Silicon Valley Bank Loans | ||
Interest expense | ||
Interest expense | 238 | 383 |
Novartis Note | ||
Interest expense | ||
Interest expense | $ 51 | 158 |
Other | ||
Interest expense | ||
Interest expense | $ 1 |
Common Stock Warrants (Details)
Common Stock Warrants (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Warrants | ||
Warrant outstanding (in shares) | 11,177 | 19,426 |
Common stock warrant, Exercise Price $15.40 per share, Issued February 2016 | ||
Warrants | ||
Exercise price of warrants (in dollars per share) | $ 15.40 | |
Warrant outstanding (in shares) | 8,249 | |
Exercise of warrant | 4,917 | |
Common stock warrant, Exercise price $23.69 per share, Issued May 2018 | ||
Warrants | ||
Exercise price of warrants (in dollars per share) | $ 23.69 | $ 23.69 |
Warrant outstanding (in shares) | 6,332 | 6,332 |
Common stock warrant, Exercise price $14.71 per share, Issued March 2019 | ||
Warrants | ||
Exercise price of warrants (in dollars per share) | $ 14.71 | $ 14.71 |
Warrant outstanding (in shares) | 4,845 | 4,845 |
Commitments and Contingencies -
Commitments and Contingencies - Collaborative Agreements, Royalties and Milestone Payments (Details) $ in Millions | Mar. 31, 2021USD ($)product |
Commitments and Contingencies | |
Estimate of milestone payments | $ | $ 7.6 |
Assumed number of products per contract | product | 1 |
Commitments and Contingencies_2
Commitments and Contingencies - Contingent Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2021 | Dec. 31, 2020 | Apr. 07, 2019 | Feb. 25, 2019 | |
Commitments And Contingencies | ||||
Contingent consideration under royalty purchase agreements | $ 75 | $ 75 | ||
Royalty Purchase Agreement | Bioasis Technologies Inc | ||||
Commitments And Contingencies | ||||
Contingent consideration under royalty purchase agreements | $ 100 | |||
Change in fair value | 0 | |||
Royalty Purchase Agreement | Aronora | ||||
Commitments And Contingencies | ||||
Contingent consideration under royalty purchase agreements | 0 | $ 3,000 | ||
Change in fair value | $ 0 |
Stock-based Compensation - ESPP
Stock-based Compensation - ESPP (Details) | 3 Months Ended |
Mar. 31, 2021 | |
2015 ESPP | |
Share-based compensation | |
Percentage related to employees to purchase shares at the lower fair market value at offering period | 85.00% |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock Options (Details) - Stock Options | 3 Months Ended |
Mar. 31, 2021 | |
Share-based compensation | |
Minimum age required for employees to qualify for immediate vesting of award | 55 years |
Threshold years required for retirement age | 70 years |
Employees | |
Share-based compensation | |
Vesting period | 3 years |
Directors | |
Share-based compensation | |
Vesting period | 1 year |
Stock-based Compensation - Weig
Stock-based Compensation - Weighted Average Assumptions (Details) - Stock Options | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Weighted average assumptions | ||
Dividend yield | 0.00% | 0.00% |
Expected volatility | 98.00% | 100.00% |
Risk-free interest rate | 0.71% | 0.90% |
Expected term | 5 years 7 months 9 days | 5 years 6 months 25 days |
Stock-based Compensation - St_2
Stock-based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | |
Share-based compensation | |||
Number of shares, Outstanding at beginning of period | 1,827,906 | ||
Number of shares, Granted | 142,823 | ||
Number of shares, Exercised | (24,193) | 0 | |
Number of shares, Forfeited, expired or cancelled | (53,449) | ||
Number of shares, Outstanding at end of period | 1,893,087 | 1,827,906 | |
Number of shares, Exercisable at end of period | 1,527,042 | ||
Weighted Average Exercise Price Per Share, Outstanding at beginning of period | $ 20.66 | ||
Weighted Average Exercise Price Per Share, Granted | 39.02 | ||
Weighted Average Exercise Price Per Share, Exercised | 16.08 | ||
Weighted Average Exercise Price Per Share, Forfeited, expired or cancelled | 70.43 | ||
Weighted Average Exercise Price Per Share, Outstanding at end of period | 20.70 | $ 20.66 | |
Weighted Average Exercise Price Per Share, Exercisable at end of period | $ 19.13 | ||
Weighted Average Contractual Term, Outstanding | 6 years 2 months 23 days | 6 years 3 months 21 days | |
Weighted Average Contractual Term, Exercisable | 5 years 6 months 21 days | ||
Aggregate Intrinsic Value, Outstanding | $ 45,176 | $ 51,401 | |
Aggregate Intrinsic Value, Exercisable | 40,186 | ||
Stock Options | |||
Share-based compensation | |||
Options exercised, aggregate intrinsic value | $ 600 | ||
Weighted-average grant-date fair value (in dollars per share) | $ 29.57 | $ 16.30 | |
Unrecognized compensation expense related to stock options (in dollars) | $ 4,300 | ||
Weighted average period of unrecognized compensation expense expected to be recognized | 1 year 11 months 23 days |
Stock-based Compensation - St_3
Stock-based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based compensation expense | ||
Stock-based compensation expense | $ 2,898 | $ 1,788 |
General and administrative | ||
Share-based compensation expense | ||
Stock-based compensation expense | $ 2,898 | $ 1,788 |
Capital Stock - Series X and Se
Capital Stock - Series X and Series Y Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2021 | |
Series X and Series Y Convertible Preferred Stock | ||||
Sale of stock | ||||
Number of shares issued for each share of convertible preferred stock that is converted | 1,000 | |||
Series X Convertible Preferred Stock | ||||
Sale of stock | ||||
Shares issued (in shares) | 5,003 | |||
Preferred stock, shares outstanding (in shares) | 5,003 | |||
Preferred stock conversion price per share | $ 4.03 | |||
Fair value of common stock amount exceeded purchase price of convertible preferred stock | $ 5.6 | |||
Series Y Convertible Preferred Stock | ||||
Sale of stock | ||||
Shares issued (in shares) | 1,252.772 | |||
Preferred stock, shares outstanding (in shares) | 0 | |||
Preferred stock conversion price per share | $ 13 |
Capital Stock - Series A Prefer
Capital Stock - Series A Preferred Stock (Details) $ / shares in Units, $ in Thousands | Mar. 17, 2021$ / shares | Dec. 15, 2020USD ($)MD$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 15, 2025$ / shares | Dec. 15, 2024$ / shares | Dec. 15, 2023$ / shares | Dec. 15, 2022$ / shares | Dec. 15, 2021$ / shares |
Sale of stock | ||||||||||
Preferred stock, shares authorized (in shares) | shares | 1,000,000 | 1,000,000 | ||||||||
Restricted cash | $ | $ 2,100 | |||||||||
Restricted cash, current | $ | $ 2,142 | $ 1,611 | ||||||||
Restricted cash, noncurrent | $ | $ 531 | |||||||||
Preferred stock, par value (in dollars per share) | $ 0.05 | $ 0.05 | ||||||||
Stock issuance costs | $ | $ 264 | $ 166 | ||||||||
8.625% Series A Cumulative, Perpetual Preferred Stock | ||||||||||
Sale of stock | ||||||||||
Preferred stock, shares issued (in shares) | shares | 984,000 | 984,000 | ||||||||
Preferred stock, dividend rate (as a percent) | 8.625% | 8.625% | 8.625% | |||||||
Liquidation preference (in dollars per share) | $ 25 | |||||||||
Redemption price (in dollars per share) | $ 25 | |||||||||
Redemption price at which company has option to redeem outstanding shares upon the occurrence of a delisting event or change of control event (in dollars per share) | $ 25 | |||||||||
Number of days in year over which dividend will be prorated and computed | D | 360 | |||||||||
Number of months in year over which dividend will be prorated and compute | M | 12 | |||||||||
Number of days in month over which dividend will be prorated and computed | D | 30 | |||||||||
Share cap (in shares) | shares | 1.46071 | |||||||||
Trading days | D | 10 | |||||||||
Preferred stock, par value (in dollars per share) | $ 0.05 | |||||||||
Preferred stock, shares outstanding (in shares) | shares | 984,000 | 984,000 | ||||||||
Forecast | 8.625% Series A Cumulative, Perpetual Preferred Stock | ||||||||||
Sale of stock | ||||||||||
Redemption price (in dollars per share) | $ 25 | $ 25.25 | $ 25.50 | $ 25.75 | $ 26 | |||||
Preferred stock | 8.625% Series A Cumulative, Perpetual Preferred Stock | ||||||||||
Sale of stock | ||||||||||
Preferred stock, shares authorized (in shares) | shares | 984,000 | |||||||||
Preferred stock, dividend rate (as a percent) | 8.625% | |||||||||
Liquidation preference (in dollars per share) | $ 25 | |||||||||
Gross proceeds from issuance of preferred stock | $ | $ 24,600 | |||||||||
Cash dividend declared (in dollars per share) | $ 0.71875 | |||||||||
Stock issuance costs | $ | 2,000 | |||||||||
Net proceeds from issuance of stock | $ | $ 22,600 | |||||||||
Preferred stock | 8.625% Series A Cumulative, Perpetual Preferred Stock | Directors | ||||||||||
Sale of stock | ||||||||||
Purchase price (in dollars per share) | $ 25 | |||||||||
Shares issued (in shares) | shares | 200,000 | |||||||||
Gross proceeds from issuance of preferred stock | $ | $ 5,000 | |||||||||
Preferred stock | 8.625% Series A Cumulative, Perpetual Preferred Stock | Chief Executive Officer | ||||||||||
Sale of stock | ||||||||||
Purchase price (in dollars per share) | $ 25 | |||||||||
Shares issued (in shares) | shares | 8,000 | |||||||||
Gross proceeds from issuance of preferred stock | $ | $ 200 |
Capital Stock - BVF Ownership (
Capital Stock - BVF Ownership (Details) - BVF | Mar. 31, 2021 | Feb. 29, 2020 |
Xoma Corporation | ||
Sale of stock | ||
Ownership interest (as a percent) | 31.40% | |
Ownership interest, if shares are converted (as a percent) | 52.50% | |
Series Y Convertible Preferred Stock | ||
Sale of stock | ||
Beneficial ownership limitation (as a percent) | 50.00% |
Capital Stock - ATM Agreements
Capital Stock - ATM Agreements (Details) - 2018 ATM Agreement - USD ($) $ in Millions | Dec. 18, 2018 | Mar. 10, 2021 |
Sale of stock | ||
Maximum amount of shares to be issued | $ 30 | $ 50 |
Sales commission paid per transaction (as a percent) | 3.00% | |
Common Stock | ||
Sale of stock | ||
Shares issued (in shares) | 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Taxes | ||
Income tax benefit | $ 0 | $ 1,526 |
Cash received for income tax receivable | 1,500 | |
Unrecognized tax benefits | 5,900 | |
Unrecognized tax benefits that would impact effective tax rate | 0 | |
Accrued interest or penalties related to uncertain tax positions | $ 0 |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 09, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Subsequent Event | |||
Stock issuance costs | $ 264 | $ 166 | |
Subsequent Event | Depositary Shares 8.375% Series B Cumulative, Perpetual Preferred Stock | Public Offering of Depository Shares and Series B Preferred Shares | |||
Subsequent Event | |||
Shares issued (in shares) | 1,600,000 | ||
Depositary share's fractional interest in share of preferred stock | 0.001 | ||
Purchase price (in dollars per share) | $ 25 | ||
Gross proceeds from issuance of preferred stock | $ 40,000 | ||
Stock issuance costs | 2,800 | ||
Net proceeds from issuance of preferred stock | $ 37,200 | ||
Subsequent Event | Depositary Shares 8.375% Series B Cumulative, Perpetual Preferred Stock | Public Offering of Depository Shares and Series B Preferred Shares | Spouse of James Neal, Chief Executive Officer and a director | |||
Subsequent Event | |||
Shares issued (in shares) | 8,000 | ||
Purchase price (in dollars per share) | $ 25 | ||
Gross proceeds from issuance of preferred stock | $ 200 | ||
Subsequent Event | Depositary Shares 8.375% Series B Cumulative, Perpetual Preferred Stock | Public Offering of Depository Shares and Series B Preferred Shares | Thomas Burns, Senior Vice President of Finance and Chief Financial Officer | |||
Subsequent Event | |||
Shares issued (in shares) | 1,000 | ||
Purchase price (in dollars per share) | $ 25 | ||
Gross proceeds from issuance of preferred stock | $ 25 |