Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 06, 2024 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
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 | Suite 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 | 11,638,553 | |
Entity Central Index Key | 0000791908 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
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 | |
Series B Depositary Shares | ||
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, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 136,225 | $ 153,290 |
Short-term restricted cash | 160 | 160 |
Short-term equity securities | 413 | 161 |
Trade and other receivables, net | 3 | 1,004 |
Short-term royalty and commercial payment receivables | 9,819 | 14,215 |
Prepaid expenses and other current assets | 270 | 483 |
Total current assets | 146,890 | 169,313 |
Long-term restricted cash | 6,016 | 6,100 |
Property and equipment, net | 40 | 25 |
Operating lease right-of-use assets | 364 | 378 |
Long-term royalty and commercial payment receivables | 65,577 | 57,952 |
Other assets - long term | 533 | 533 |
Total assets | 219,420 | 234,301 |
Current liabilities: | ||
Accounts payable | 1,515 | 653 |
Accrued and other liabilities | 1,299 | 2,768 |
Contingent consideration under RPAs, AAAs and CPPAs | 3,000 | 7,000 |
Operating lease liabilities | 55 | 54 |
Unearned revenue recognized under units-of-revenue method | 2,159 | 2,113 |
Preferred stock dividend accrual | 1,368 | 1,368 |
Current portion of long-term debt | 6,144 | 5,543 |
Total current liabilities | 15,540 | 19,499 |
Unearned revenue recognized under units-of-revenue method - long-term | 6,692 | 7,228 |
Long-term operating lease liabilities | 319 | 335 |
Long-term debt | 114,528 | 118,518 |
Total liabilities | 137,079 | 145,580 |
Commitments and Contingencies (Note 10) | ||
Stockholders' equity: | ||
Common stock, $0.0075 par value, 277,333,332 shares authorized, 11,636,355 and 11,495,492 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | 87 | 86 |
Additional paid-in capital | 1,314,036 | 1,311,809 |
Accumulated deficit | (1,231,831) | (1,223,223) |
Total stockholders' equity | 82,341 | 88,721 |
Total liabilities and stockholders' equity | 219,420 | 234,301 |
8.625% Series A Cumulative, Perpetual Preferred Stock | ||
Stockholders' equity: | ||
Preferred Stock | 49 | 49 |
8.375% Series B Cumulative, Perpetual Preferred Stock | ||
Stockholders' equity: | ||
Preferred Stock | ||
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, 2024 | Dec. 31, 2023 | |
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) | 11,636,355 | 11,495,492 |
Common stock, shares outstanding (in shares) | 11,636,355 | 11,495,492 |
8.625% Series A Cumulative, Perpetual Preferred Stock | ||
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 |
8.375% Series B Cumulative, Perpetual Preferred Stock | ||
Preferred stock, dividend rate (as a percent) | 8.375% | 8.375% |
Preferred stock, shares issued (in shares) | 1,600 | 1,600 |
Preferred stock, shares outstanding (in shares) | 1,600 | 1,600 |
Convertible preferred stock | ||
Preferred stock, shares issued (in shares) | 5,003 | 5,003 |
Preferred stock, shares outstanding (in shares) | 5,003 | 5,003 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues: | ||
Revenue from contracts with customers | $ 1,000 | |
Revenue recognized under units-of-revenue method | 490 | $ 437 |
Total revenues | 1,490 | 437 |
Operating expenses: | ||
Research and development | 33 | 54 |
General and administrative | 8,461 | 6,196 |
Arbitration settlement costs | 4,132 | |
Amortization of intangible assets | 225 | |
Total operating expenses | 8,494 | 10,607 |
Loss from operations | (7,004) | (10,170) |
Other income (expense): | ||
Interest expense | (3,551) | |
Other income (expense), net | 1,960 | 357 |
Net loss | (8,595) | (9,813) |
Comprehensive loss | (8,595) | (9,813) |
Less: accumulated dividends on Series A and Series B preferred stock | (1,368) | (1,368) |
Net loss attributable to common stockholders, basic | (9,963) | (11,181) |
Net loss attributable to common stockholders, diluted | $ (9,963) | $ (11,181) |
Basic net loss per share attributable to common stockholders (in dollars per share) | $ (0.86) | $ (0.98) |
Diluted net loss per share attributable to common stockholders (in dollars per share) | $ (0.86) | $ (0.98) |
Weighted average shares used in computing basic net loss per share attributable to common stockholders (in shares) | 11,580 | 11,460 |
Weighted average shares used in computing diluted net loss per share attributable to common stockholders (in shares) | 11,580 | 11,460 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Preferred Stock 8.625% Series A Cumulative, Perpetual Preferred Stock | Preferred Stock 8.375% Series B Cumulative, Perpetual Preferred Stock | Preferred Stock Convertible preferred stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at beginning of period at Dec. 31, 2022 | $ 49 | $ 86 | $ 1,306,271 | $ (1,182,392) | $ 124,014 | ||
Balance at beginning of period (in shares) at Dec. 31, 2022 | 984,000 | 2,000 | 5,000 | 11,454,000 | |||
Increase (Decrease) in Stockholders' Equity | |||||||
Exercise of stock options (in shares) | 0 | ||||||
Issuance of common stock related to 401(k) contribution | 123 | $ 123 | |||||
Issuance of common stock related to 401(k) contribution (in shares) | 7,000 | ||||||
Stock-based compensation expense | 1,570 | 1,570 | |||||
Preferred stock dividends | (1,368) | (1,368) | |||||
Net loss and comprehensive loss | (9,813) | (9,813) | |||||
Balance at end of period at Mar. 31, 2023 | $ 49 | $ 86 | 1,306,596 | (1,192,205) | 114,526 | ||
Balance at end of period (in shares) at Mar. 31, 2023 | 984,000 | 2,000 | 5,000 | 11,461,000 | |||
Balance at beginning of period at Dec. 31, 2023 | $ 49 | $ 86 | 1,311,809 | (1,223,223) | 88,721 | ||
Balance at beginning of period (in shares) at Dec. 31, 2023 | 984,000 | 2,000 | 5,000 | 11,495,000 | |||
Increase (Decrease) in Stockholders' Equity | |||||||
Exercise of stock options | $ 1 | 621 | $ 622 | ||||
Exercise of stock options (in shares) | 135,000 | 134,959 | |||||
Issuance of common stock related to 401(k) contribution | 118 | $ 118 | |||||
Issuance of common stock related to 401(k) contribution (in shares) | 7,000 | ||||||
Stock-based compensation expense | 2,856 | 2,856 | |||||
Preferred stock dividends | (1,368) | (1,368) | |||||
Repurchase of common stock | (13) | $ (13) | |||||
Repurchase of common stock (in shares) | (1,000) | (660) | |||||
Net loss and comprehensive loss | (8,595) | $ (8,595) | |||||
Balance at end of period at Mar. 31, 2024 | $ 49 | $ 87 | $ 1,314,036 | $ (1,231,831) | $ 82,341 | ||
Balance at end of period (in shares) at Mar. 31, 2024 | 984,000 | 2,000 | 5,000 | 11,636,000 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (8,595) | $ (9,813) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 2,856 | 1,570 |
Common stock contribution to 401(k) | 118 | 123 |
Amortization of intangible assets | 225 | |
Depreciation | 2 | 1 |
Accretion of long-term debt discount and debt issuance costs | 306 | |
Non-cash lease expense | 14 | 47 |
Change in fair value of equity securities | (252) | 24 |
Changes in assets and liabilities: | ||
Trade and other receivables, net | 1,001 | (5) |
Prepaid expenses and other assets | 213 | 269 |
Accounts payable and accrued liabilities | (105) | 3,122 |
Operating lease liabilities | (15) | (50) |
Unearned revenue recognized under units-of-revenue method | (490) | (437) |
Net cash used in operating activities | (4,947) | (4,924) |
Cash flows from investing activities: | ||
Payments of consideration under RPAs, AAAs and CPPAs | (15,000) | (9,600) |
Receipts under RPAs, AAAs and CPPAs | 7,771 | 2,366 |
Purchase of property and equipment | (17) | |
Net cash used in investing activities | (7,246) | (7,234) |
Cash flows from financing activities: | ||
Principal payments - debt | (3,616) | |
Debt issuance costs and loan fees paid in connection with long-term debt | (581) | |
Payment of preferred stock dividends | (1,368) | (1,368) |
Repurchases of common stock | (13) | |
Proceeds from exercise of options and other share-based compensation | 1,956 | |
Taxes paid related to net share settlement of equity awards | (1,334) | |
Net cash used in financing activities | (4,956) | (1,368) |
Net decrease in cash, cash equivalents and restricted cash | (17,149) | (13,526) |
Cash, cash equivalents and restricted cash at the beginning of the period | 159,550 | 57,826 |
Cash, cash equivalents and restricted cash at the end of the period | 142,401 | 44,300 |
Supplemental Cash Flow Information: | ||
Cash paid for interest | 3,780 | |
Non-cash investing and financing activities: | ||
Accrual of contingent consideration under the Affitech CPPA | 3,000 | |
Preferred stock dividend accrual | $ 1,368 | $ 1,368 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2024 | |
Description of Business | |
Description of Business | 1. Description of Business XOMA Corporation, 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 commercial and pre-commercial therapeutic candidates. The Company’s portfolio was built through the acquisition of rights to future milestone payments, royalties and commercial payments, since its royalty aggregator business model was implemented in 2017 combined with out-licensing its proprietary products and platforms from its legacy discovery and development business. The Company’s drug royalty aggregator business is primarily focused on early to mid-stage clinical assets in Phase 1 and 2 with significant commercial sales potential that are licensed to large-cap partners. XOMA also acquires milestone and royalty revenue streams on late-stage or commercial assets that are designed to address unmet markets or have a therapeutic advantage, have long duration of market exclusivity, and are expected to generate royalty or milestone payments to the Company in a relatively short timeframe. The Company expects most of its future revenue to be based on milestone payments the Company may receive for milestones and royalties associated with 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, 2024, the Company had cash, cash equivalents and restricted cash of $142.4 million primarily related to financing cash inflows received in December 2023 pursuant to the Blue Owl Loan Agreement (see Note 8). As of March 31, 2024, the Company had cash and cash equivalents of $136.2 million and restricted cash of $6.2 million. As of March 31, 2024, $0.2 million of restricted cash was classified as current and $6.0 million was classified as non-current. The restricted cash balance may only be used to pay interest expense, administrative fees and other allowable expenses pursuant to the Blue Owl Loan. Based on the Company’s current cash balance and its planned spending, such as milestone and royalty acquisitions, the Company has evaluated and concluded its financial condition is sufficient to fund its planned operations and commitments and contractual obligations for a period of at least one year following the date that these condensed consolidated financial statements are issued. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
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 U.S. GAAP for financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial reporting. As permitted under those rules, certain footnotes or other financial information can be condensed or omitted. These condensed consolidated 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 Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 8, 2024. These condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal and recurring adjustments that are necessary for a fair statement of the Company’s consolidated financial information. The interim results of operations are not necessarily indicative of the results that may be expected for the full year, or for any other future annual or interim period. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures. Management routinely evaluates its estimates including, but not limited to, those related to revenue recognition, revenue recognized under the units-of-revenue method, royalty and commercial payment receivables, legal contingencies, contingent consideration, amortization of the Blue Owl Loan, accrued expenses 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, including estimates such as the Company’s amortization of the payments received from HCRP. 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. In addition, the Company’s amortization of the Blue Owl Loan is calculated based on the commercial payments expected to be received from Roche for VABYSMO under the Affitech CPPA. Any changes to the estimated commercial payments from Roche can result in a material adjustment to the interest expense and term loan balance reported. Cash, Cash Equivalents and Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated statements of cash flows (in thousands): March 31, December 31, 2024 2023 Cash and cash equivalents $ 136,225 $ 153,290 Restricted cash 6,176 6,260 Total cash, cash equivalents and restricted cash $ 142,401 $ 159,550 Cash consists of bank deposits held in business checking and interest-bearing deposit accounts. Cash equivalent balances are defined as highly liquid financial instruments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Cash equivalents held by the Company are generally in money market funds. Cash and Cash Equivalents As of March 31, 2024, the Company had a cash balance of $1.5 million and a cash equivalent balance of $134.7 million. As of December 31, 2023, the Company had a cash balance of $124.9 million and a cash equivalent balance of $28.4 million. Restricted Cash Cash accounts with any type of restriction are classified as restricted cash. If restrictions are expected to be lifted or to be used to pay a third party in the next twelve months, the restricted cash account is classified as current. On December 15, 2023, XRL deposited $6.3 million into reserve accounts in connection with the funding of the Blue Owl Loan (see Note 8), of which $5.8 million was deposited into a reserve account for interest and administrative fees and $0.5 million was deposited into an operating reserve account to cover operating expenses of XRL. Payments of interest under the Blue Owl Loan Agreement are made semi-annually using commercial payments received since the immediately preceding interest payment date under the Affitech CPPA. On each interest payment date, if the commercial payments received are less than the total interest due for the respective quarter, XRL is expected to cover the shortfall in interest payment due from the reserve account. Payments of administrative fees under the Blue Owl Loan Agreement are made semi-annually on January 1 and July 1 of each year from the reserve account. XOMA will be required to fund an additional $0.8 million into the administrative fee escrow account on July 1, 2027. As of March 31, 2024, the Company had a short-term restricted cash balance of $0.2 million and a long-term restricted cash balance of $6.0 million on its condensed consolidated balance sheet. As of December 31, 2023, the Company had a short-term restricted cash balance of $0.2 million and a long-term restricted cash balance of $6.1 million on its consolidated balance sheet. Revenue Recognition The Company recognizes revenue from all contracts with customers according to ASC 606, except for contracts that are within the scope of other standards, such as leases and financial instruments. The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. 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 on whether each promised good or service is distinct to determine those that are performance obligations. 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 the 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 period’s 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 Company’s 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 Company’s 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 Model. 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 the expected term, the Company considers the vesting period and contractual period of the award and its historical experience of stock option exercises, post-vesting cancellations and volatility. The estimate of expected volatility is based on the Company’s historical volatility. The risk-free rate is based on the yield available on U.S. Treasury zero-coupon issues 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. The grant date fair value of PSUs with market conditions is determined using the Monte Carlo valuation model. The Company records compensation expenses for PSUs based on graded expense attribution over the requisite service periods. Equity Securities The Company entered into a license agreement with Rezolute in December 2017, in which it received shares of common stock from Rezolute (see 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. Purchase of Rights to Future Milestones, Royalties and Commercial Payments 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 or recently commercialized. The Company acquired such rights from various entities and recorded the amount paid for these rights as long-term royalty receivables (see 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 to determine if they are freestanding instruments or embedded derivatives. If the contingent payments fall within the scope of ASC 815, the contingent payments are measured at fair value at the inception of the arrangement, and are subject to remeasurement to fair value each reporting period. Any changes in the estimated fair value are recorded in the condensed consolidated statements of operations and comprehensive loss. Contingent consideration payments that do not fall within the scope of ASC 815 are recognized when the amounts are probable and estimable according to ASC 450. The Company accounts for milestone and royalty rights related to developmental pipeline or recently commercialized products on a non-accrual basis using the cost recovery method. Developmental pipeline products are non-commercialized, non-approved products that require FDA or other regulatory approval, and thus have uncertain cash flows. Recently commercialized products do not have an established reliable sales pattern, and thus have uncertain cash flows. The Company is not yet able to reliably forecast future cash flows given their stages of development and commercialization. The related receivable balance is classified as noncurrent or current based on whether payments are probable and reasonably estimable 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. Allowance for Current Expected Credit Losses The Company evaluates the long-term royalty and commercial payment receivables on a collective (i.e., pool) basis if they share similar risk characteristics. The Company evaluates a royalty and commercial payment receivable individually if its risk characteristics are not similar to other royalty and commercial payment receivables. 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 and commercial payment receivable asset. At each reporting date, if 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 an impairment charge. The impairment charge will be recognized as an allowance expense that increases the long-term royalty and commercial payment receivable asset’s cumulative allowance, which reduces the net carrying value of the long-term royalty and commercial payment receivable asset. In a subsequent period, if there is an increase in expected future cash flows, or if the actual cash flows are greater than previously expected, the Company will reduce the previously established cumulative allowance. Amounts not expected to be collected are written off against the allowance at the time that such a determination is made. Asset Acquisitions As a first step, for each acquisition, the Company determines if it is an acquisition of a business or an asset acquisition under ASC 805. Acquisitions of assets or a group of assets that do not meet the definition of a business are accounted for as asset acquisitions under ASC 805-50, using the cost accumulation method, whereby the cost of the acquisition, including certain transaction costs, is allocated to the assets acquired on the basis of relative fair values (see Note 4). Contingent payments are evaluated whether they are freestanding instruments or embedded derivatives. If the contingent payments fall within the scope of ASC 815, the contingent payments are measured at fair value at the acquisition date, and are subject to remeasurement to fair value each reporting period. The estimated fair value at the acquisition date is included in the cost of the acquired assets. Any subsequent changes in the estimated fair value are recorded in the condensed consolidated statements of operations and comprehensive loss. Contingent consideration payments that do not fall within the scope of ASC 815 are recognized when the amount is probable and estimable according to ASC 450. Cash payments related to acquired assets are reflected as an investing cash flow in the Company’s condensed consolidated statements of cash flows. Leases The Company leases its headquarters 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 estimated its incremental borrowing rate by adjusting the interest rate on its fully collateralized debt for the lease term length. Rent expense for the operating lease is recognized on a straight-line basis, over the reasonably assured lease term based on total lease payments and is included in operating expenses in the condensed consolidated statements of operations and comprehensive loss. The Company has elected the practical expedient to not separate lease and non-lease components. The Company’s non-lease components are primarily related to property maintenance, which varies based on future outcomes, and thus are recognized in rent expense when incurred. The Company has also elected not to record on the consolidated balance sheets a lease for which the term is 12 months or less and does not include a purchase option that the Company is reasonably certain to exercise. Long-Term Debt Long-term debt represents the Company’s term loan under the Blue Owl Loan Agreement, which the Company has accounted for as a debt financing arrangement. Interest expense is accrued using the effective interest rate method over the estimated period the loan will be repaid. The allocated debt discount and debt issuance costs have been recorded as a direct deduction from the carrying amount of the related debt in the consolidated balance sheets and are being amortized and recorded as interest expense throughout the expected life of the Blue Owl Loan using the effective interest rate method. The Company considered whether there were any embedded features in the Blue Owl Loan Agreement that require bifurcation and separate accounting as derivative financial instruments pursuant to ASC 815. See Note 8. Warrants The Company has issued warrants to purchase shares of its common stock in connection with its financing activities. The Company classifies these warrants as equity and recorded the warrants at fair value as of the date of issuance on the Company’s consolidated balance sheet with no subsequent remeasurement. The issuance date fair value of the outstanding warrants was estimated using the Black-Scholes Model. The Black-Scholes Model required inputs such as the expected term of the warrants, expected volatility and risk-free interest rate. These inputs were subjective and required significant analysis and judgment. For the estimate of the expected term, the Company used the full remaining contractual term of the warrant. The estimate of expected volatility assumption is based on the historical price volatility observed on the Company’s common stock. The risk-free rate is based on the yield available on U.S. Treasury zero-coupon issues corresponding to the expected term of the warrants. 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 are expected to 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 management’s best judgment given the facts, circumstances and information available at each reporting date. The Company’s 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 Company’s convertible Series X Preferred Stock participate in any dividends declared by the Company on its common stock and are therefore considered to be participating securities. The Company’s Series A and Series B Preferred Stock do not participate in any dividends or distribution by the Company on its common stock and are therefore not considered to be participating securities. Under the two-class method, net income, as adjusted for any accumulated dividends on Series A and Series B Preferred Stock for the period, 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 using the treasury method, if dilutive. The calculation assumes that any proceeds that could be obtained upon exercise of options and warrants would be used to purchase common stock at the average market price during the period. Adjustments to the denominator are required to reflect the related dilutive shares. The Company’s Series A and Series B Preferred Stock become convertible upon the occurrence of specific events other than a change in the Company’s share price and, therefore, are not included in the diluted shares until the contingency is resolved. Share Repurchases The Company has a stock repurchase program that is executed through purchases made from time to time, including in the open market. The Company retires repurchased shares of common stock, reducing common stock with any excess of cost over par value recorded to accumulated deficit. Issued and outstanding shares of common stock are reduced by the number of shares repurchased. No treasury stock is recognized in the condensed consolidated financial statements. In August 2022, the Inflation Reduction Act (IRA) enacted a 1% excise tax on net share repurchases after December 31, 2022. Any excise tax incurred on share repurchases is recognized as part of the cost basis of the shares acquired. Concentration of Risk Cash, cash equivalents, restricted cash and receivables are financial instruments which potentially subject the Company to concentrations of credit risk, as well as liquidity risk. The Company maintains cash balances at commercial banks. Balances commonly exceed the amount insured by the FDIC. The Company has not experienced any losses in such accounts. 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, 2024, two partners represented 67% and 33% of total revenues. For the three months ended March 31, 2023, one partner represented 100% of total revenues. There were no Comprehensive (Loss) Income Comprehensive (loss) income is comprised of two components: net (loss) income 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 stockholders’ equity but are excluded from net (loss) income. The Company did not record any transactions within other comprehensive (loss) income in the periods presented and, therefore, the net (loss) income and comprehensive (loss) income were the same for all periods presented. Accounting Pronouncements Recently Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The amendments in ASU 2023-07 are effective for all public entities for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company adopted annual requirements under ASU 2023-07 on January 1, 2024 and plans to adopt interim requirements under ASU 2023-07 on January 1, 2025. The Company will begin including financial statement disclosures in accordance with ASU 2023-07 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Recent Accounting Pronouncements Not Yet Adopted In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the Securities and Exchange Commission’s Disclosure Update and Simplification Initiative. ASU 2023-06 incorporates 14 of the 27 disclosure requirements published in SEC Release No. 33-10532: Disclosure Update and Simplification into various topics within the ASC. ASU 2023-06's amendments represent clarifications to, or technical corrections of, current requirements. For SEC registrants, the effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. Early adoption is prohibited. The Company does not expect the standard to have a material impact on its consolidated financial statements and disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The amendments are effective for all public entities for fiscal years beginning after December 15, 2024. Early adoption is permitted and should be applied either prospectively or retrospectively. The Company plans to adopt ASU 2023-09 and related updates on January 1, 2025. The Company is currently evaluating the impact that the updated standard will have on its financial statement disclosures. |
Condensed Consolidated Financia
Condensed Consolidated Financial Statements Details | 3 Months Ended |
Mar. 31, 2024 | |
Condensed Consolidated Financial Statement Details | |
Condensed Consolidated Financial Statements Detail | 3. Condensed Consolidated Financial Statements Details Equity Securities As of March 31, 2024 and December 31, 2023, equity securities consisted of an investment in Rezolute’s common stock of $0.4 million and $0.2 million, respectively (see Note 4). For the three months ended March 31, 2024 and 2023, the Company recognized a gain of $0.3 million and a loss of $24,000, respectively, due to the change in fair value of its investment in Rezolute’s common stock in the other income (expense), net line item of its condensed consolidated statements of operations and comprehensive loss. Accrued and Other Liabilities Accrued and other liabilities consisted of the following (in thousands): March 31, December 31, 2024 2023 Accrued incentive compensation $ 397 $ 1,203 Accrued legal and accounting fees 674 791 Accrued payroll, severance and retention costs 128 149 Other accrued liabilities 100 625 Total $ 1,299 $ 2,768 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): Three Months Ended March 31, 2024 2023 Numerator Net loss $ (8,595) $ (9,813) Less: Series A accumulated dividends (530) (530) Less: Series B accumulated dividends (838) (838) Net loss attributable to common stockholders, basic and diluted $ (9,963) (11,181) Denominator Weighted average shares used in computing basic and diluted net loss per share attributable to common stockholders 11,580 11,460 Basic and diluted net loss per share attributable to common stockholders $ (0.86) $ (0.98) Potentially dilutive securities are excluded from the calculation of diluted net loss per share attributable to common stockholders if their inclusion is anti-dilutive. The following table shows the weighted-average shares from outstanding securities considered anti-dilutive and therefore excluded from the computation of diluted net loss per share attributable to common stockholders (in thousands): Three Months Ended March 31, 2024 2023 Convertible preferred stock (as converted) 5,003 5,003 Common stock options 1,372 1,548 Warrants for common stock 131 6 Total 6,506 6,557 For PSUs with market conditions, if the market conditions have not been satisfied by the end of the reporting period, the number of shares that would be issuable based on the market price at the end of the reporting period, as if the end of the reporting period were the end of the contingency period, will be included in the calculation of diluted earnings per share if the effect is dilutive. No shares would be issuable based on the market price of $24.05 per share as of March 31, 2024. |
Licensing and Other Arrangement
Licensing and Other Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Licensing and Other Arrangements | |
Licensing and Other Arrangements | 4. Licensing and Other Arrangements Takeda On November 1, 2006, the Company entered into the Takeda Collaboration Agreement with Takeda 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 an aggregate of 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 Company’s right to receive 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 Company’s right to receive 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 Company’s right to receive 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 Company’s right to receive 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. In August 2021, Molecular Templates, Inc., assumed full rights to TAK-169 from Takeda, including full control of TAK-169 clinical development, per the terms of its terminated collaboration agreement with Takeda. The Company has received $3.0 million of milestone payments since the inception of the agreement and is eligible to receive additional milestone payments of up to $16.0 million under the Takeda Collaboration Agreement. As of March 31, 2024 and December 31, 2023, there were no contract assets or contract liabilities related to this arrangement and none of the costs to obtain or fulfill the contract were capitalized. The Company did not recognize any revenue related to this arrangement during the three months ended March 31, 2024 and 2023. 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 RZ358 (previously known as “X358”) products for all indications. In addition, the Company entered into a common stock purchase agreement with Rezolute 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 in connection with any future equity 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 an aggregate of $232.0 million 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. The Company concluded that the development and regulatory milestone payments are solely dependent on Rezolute’s 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 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 an estimate of variable consideration is constrained and update the estimated transaction price accordingly. Rezolute’s obligation to pay royalties with respect to a particular RZ358 product and country will continue for the later of the date of expiration of the last valid patent claim covering the product in each country, or 12 years from the date of the first commercial sale of the product in each country. Rezolute’s future royalty obligations in the U.S. will be reduced by 20% if the manufacture, use or sale of a licensed product is not covered by a valid patent claim, until such a claim is confirmed. Pursuant to the license agreement, XOMA is eligible to receive a low single-digit royalty on sales of Rezolute’s other non-RZ358 products from its current programs, including RZ402 which is in Phase 1 clinical study. Rezolute’s obligation to pay royalties with respect to a particular Rezolute product and country will continue for the longer of 12 years from the date of the first commercial sale of the product in each country or for so long as Rezolute or its licensee is selling such product in any country, provided that any such licensee royalty will terminate upon the termination of the licensee’s obligation to make payments to Rezolute based on sales of such product in each country. 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 days’ notice at any time. To the extent permitted by applicable laws, the Company has the right to terminate the license agreement if Rezolute challenges the licensed patents. 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 any future equity financing activities. The license agreement was subsequently amended in 2018, 2019 and 2020. Pursuant to the terms of the license agreement as amended, the Company received a total of $6.0 million upon Rezolute’s equity financing activities and $8.5 million in installment payments through October 2020. The Company also received 161,861 shares of Rezolute’s common stock (as adjusted for the 1 In January 2022, Rezolute dosed the last patient in its Phase 2b clinical trial for RZ358, which triggered a $2.0 million milestone payment due to the Company pursuant to the Rezolute License Agreement, as amended. As of March 31, 2024 and December 31, 2023, there were no contract assets or contract liabilities related to this arrangement. None of the costs to obtain or fulfill the contract were capitalized. The Company did not recognize any revenue related to this arrangement during the three months ended March 31, 2024 and 2023. Janssen In August 2019, the Company entered into an agreement with Janssen pursuant to which the Company granted a non-exclusive license to Janssen to develop and commercialize certain product candidates, including XOMA’s patents and know-how. Under the agreement, Janssen made a one-time payment of $2.5 million to XOMA. Additionally, for each product candidate, the Company is entitled to receive milestone payments of up to $3.0 million upon Janssen’s achievement of certain clinical development and regulatory approval milestones. Additional milestone payments may be due for product 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. Janssen’s 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 agreement will remain in effect unless terminated by mutual written agreement. The Company concluded that the 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 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 Janssen’s 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, 2024 and December 31, 2023, there were no contract assets or contract liabilities related to this arrangement. None of the costs to obtain or fulfill the contract were capitalized. The Company did not recognize any revenue related to this arrangement during the three months ended March 31, 2024 and 2023. Novartis – Anti-TGFβ Antibody (NIS793) On September 30, 2015, the Company and Novartis entered into the Anti-TGFβ Antibody License Agreement under which the Company granted Novartis an exclusive, world-wide, royalty-bearing license to the Company’s anti-transforming growth factor beta (“TGFβ”) antibody program (now “NIS793”). Under the terms of the Anti-TGFβ Antibody License Agreement, Novartis 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-TGFβ Antibody License Agreement will remain in effect, on a country-by-country and product-by-product basis, until Novartis’ royalty obligations end. The Anti-TGFβ Antibody License Agreement contains customary termination rights relating to material breach by either party. Novartis also has a unilateral right to terminate the Anti-TGFβ Antibody License Agreement on an antibody-by-antibody and country-by-country basis or in its entirety upon 180 days’ notice. The Company concluded that there were multiple promised goods and services under the Anti-TGFβ 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 was eligible to receive up to a total of $480.0 million in development, regulatory and commercial milestones under the Anti-TGFβ Antibody License Agreement. During the year ended December 31, 2017, Novartis achieved a clinical development milestone pursuant to the Anti-TGFβ Antibody License Agreement, and as a result, the Company earned a $10.0 million milestone payment. The Company concluded that the development and regulatory milestone payments are solely dependent on Novartis’ 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. 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. 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’ 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. In August 2023, Novartis communicated to the Company its intent to discontinue development activities related to NIS793. As of March 31, 2024 and December 31, 2023, there were no contract assets or contract liabilities related to this arrangement. None of the costs to obtain or fulfill the contract were capitalized. The Company did not recognize any revenue related to this arrangement during the three months ended March 31, 2024 and 2023. Novartis – Anti-IL-1β Antibody (VPM087) On August 24, 2017, the Company and Novartis entered into the Gevokizumab License Agreement under which the Company granted to Novartis an exclusive, worldwide, royalty-bearing license to gevokizumab (“VPM087”), a novel anti-Interleukin-1 (“IL-1”) beta allosteric monoclonal antibody and related know-how and patents. 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 “IL-1 Target License Agreement”), 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 “Exclusivity Option”) 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 €12.0 million) was paid by Novartis, on behalf of the Company, to settle the Company’s outstanding debt with Les Laboratories Servier (“Servier”) (the “Servier Loan”). In addition, Novartis extended the maturity date on the Company’s debt to Novartis. The Company also received $5.0 million cash related to the sale of 539,131 shares of the Company’s 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 Company’s 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 Novartis’ 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 months’ 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 Novartis’ 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, 2024 and December 31, 2023, there were no contract assets or contract liabilities related to this arrangement and none of the costs to obtain or fulfill the contract were capitalized. The Company did not recognize any revenue related to this arrangement during the three months ended March 31, 2024 and 2023. Sale of Future Revenue Streams On December 21, 2016, the Company entered into two royalty interest sale agreements (together, the “Royalty Sale Agreements”) with HCRP. Under the first Royalty Sale Agreement, the Company sold its right to receive milestone payments and royalties on future sales of products subject to a License Agreement, dated August 18, 2005, between XOMA and Wyeth Pharmaceuticals (subsequently acquired by Pfizer) for an upfront cash payment of $6.5 million, plus potential additional payments totaling $4.0 million in the event three specified net sales milestones were met in 2017, 2018 and 2019. Based on actual sales, 2017, 2018, and 2019 sales milestones were not achieved. Under the second Royalty Sale Agreement entered into in December 2016, the Company sold its right to receive certain royalties under an Amended and Restated License Agreement dated October 27, 2006 between XOMA and Dyax Corp. for a cash payment of $11.5 million. The Company classified the proceeds received from HCRP as unearned revenue, to be recognized as revenue under the units-of-revenue method over the life of the license agreements because of the Company’s limited continuing involvement in the Royalty Sale Agreements. Such limited continuing involvement is related to the Company’s undertaking to cooperate with HCRP in the event of litigation or a dispute related to the license agreements. Because the transaction was structured as a non-cancellable sale, the Company does not have significant continuing involvement in the generation of the cash flows due to HCRP and there are no guaranteed rates of return to HCRP, the Company recorded the total proceeds of $18.0 million as unearned revenue recognized under the units-of-revenue method. The Company allocated the total proceeds between the two Royalty Sale Agreements based on the relative fair value of expected payments to be made to HCRP under the license agreements. The unearned revenue is being recognized as revenue over the life of the underlying license agreements under “units-of-revenue” method. Under this method, amortization for a reporting period is calculated by computing a ratio of the allocated proceeds received from HCRP to the payments expected to be made by the licensees to HCRP over the term of the Royalty Sale Agreements, and then applying that ratio to the period’s cash payment. During the third quarter of 2018, the Shire product underlying the Dyax Corp. license agreement was approved, and the Company began recognizing revenue under the units-of-revenue method due to sales of the approved product. The Company recognized $0.5 million and $0.4 million in revenue under the units-of-revenue method under these arrangements during the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, the current and non-current portions of the remaining unearned revenue recognized under the units-of-revenue method was $2.2 million and $6.7 million, respectively. As of December 31, 2023, the Company classified $2.1 million and $7.2 million as current and non-current unearned revenue recognized under the units-of-revenue method, respectively. |
Royalty and Commercial Payment
Royalty and Commercial Payment Purchase Agreements | 3 Months Ended |
Mar. 31, 2024 | |
Royalty and Commercial Payment Purchase Agreements | |
Royalty and Commercial Payment Purchase Agreements | 5. Royalty and Commercial Payment Purchase Agreements Short-term royalty and commercial payment receivables were $9.8 million and $14.2 million as of March 31, 2024 and December 31, 2023, respectively. Long-term royalty and commercial payment receivables were $65.6 million and $58.0 million as of March 31, 2024 and December 31, 2023, respectively. Talphera Commercial Payment Purchase Agreement DSUVIA was approved by the FDA in 2018 for use in adults in certified medically supervised healthcare settings. In April 2023, Talphera divested DSUVIA to Alora for an upfront payment, a 15% royalty on commercial net sales of DSUVIA and up to $116.5 million in sales-based milestone payments under the Talphera APA. In addition, Talphera is entitled to 75% of net sales of DSUVIA to the DoD for its services performed to support sales of DSUVIA to the DoD under the Talphera Marketing Agreement. On January 12, 2024, the Company entered into the Talphera CPPA, pursuant to which XOMA will receive (i) 100% of the 15% royalty on commercial net sales and the sales-based milestones related to net sales of DSUVIA for sales made on and after January 1, 2024, and (ii) 100% of Talphera’s future service revenue in the amount of 75% of net sales of DSUVIA to the DoD, until the Company receives $20.0 million. Thereafter, the Company will fully retain the 15% royalty on commercial net sales of DSUVIA and will share equally with Talphera the 75% of net sales of DSUVIA to the DoD and the remaining sales-based milestone payments due from Alora. Upon closing of the transaction, the Company paid Talphera an upfront payment of $8.0 million, which was recorded as long-term royalty receivables in its consolidated balance sheet. During the three months ended March 31, 2024, the Company received commercial payments pursuant to the Talphera CPPA of $25,000. In accordance with the cost recovery method, the cash received was recorded as a direct reduction of the long-term royalty receivable balance. Based upon limited available information, the Company is unable to reasonably estimate future net sales and the commercial payments to be received during the twelve-month period following the quarter ended March 31, 2024 and, as such, no amounts are reflected as short-term royalty and commercial payment receivables as of March 31, 2024. Under the cost recovery method, the Company does not expect to recognize any income related to milestones and commercial payment received until the purchase price has been fully collected. The Company performed its impairment assessment and no allowance for credit losses was recorded as of March 31, 2024. LadRx Agreements On June 21, 2023, the Company entered into the LadRx AAA pursuant to which the Company acquired from LadRx all of its rights, title and interest related to arimoclomol under an asset purchase agreement dated May 13, 2011 between Zevra and LadRx. The Company also entered into the LadRx RPA, pursuant to which the Company acquired the right to receive all of the future royalties, regulatory and commercial milestone payments as well as other related payments due to LadRx from ImmunityBio related to aldoxorubicin under a license agreement dated July 27, 2017, as amended on September 27, 2018, between ImmunityBio and LadRx. The purchased rights related to arimoclomol include potential regulatory and commercial milestone payments of up to $52.5 million (net of certain payment obligations of up to $9.5 million based on a portion of the regulatory and commercial milestone payments) and potential royalty payments in low single-digit percentages of aggregate net sales associated with arimoclomol. The purchased payments related to aldoxorubicin include potential regulatory and commercial milestone payments of up to $342.7 million and royalty payments on aggregate net sales of aldoxorubicin in the low to mid-teens for sales of orphan indications and mid to high single-digit percentages for sales of other licensed products. Upon closing of the LadRx Agreements, the Company paid LadRx an upfront payment of $5.0 million and may pay up to an additional $6.0 million in regulatory and commercial sales milestone payments which included $5.0 million related to regulatory milestone payments and $1.0 million related to commercial sales milestone payments. The Company concluded that the regulatory milestone payments of $5.0 million met the definition of a derivative under ASC 815 and should be accounted for at fair value and recorded as a current liability at the inception of the transaction. The fair value of the regulatory milestone payments was estimated to be $1.0 million. The Company concluded the commercial milestone payment of $1.0 million did not meet the definition of a derivative under ASC 815 and a liability will be recognized when probable and estimable. At the inception of the LadRx Agreements, the Company recorded $6.0 million as long-term royalty receivables related to the aggregate of the arimoclomol and aldoxorubicin On January 11, 2024, Zevra announced that the FDA accepted its NDA resubmission for arimoclomol and pursuant to the LadRx Agreements, the Company made a $1.0 million milestone payment to LadRx in January 2024 and the LadRx contingent consideration liability was reduced to zero as of March 31, 2024. Under the cost recovery method, the Company does not expect to recognize any income related to royalties, milestone payments and other payments until the purchase price has been fully collected. The Company performed its impairment assessment and no allowance for credit losses was recorded as of March 31, 2024 and December 31, 2023. Aptevo Commercial Payment Purchase Agreement On March 29, 2023, the Company entered into the Aptevo CPPA, pursuant to which the Company acquired from Aptevo a portion of its milestone and commercial payment rights under a sale agreement dated February 28, 2020 between Aptevo and Medexus, related to IXINITY, which is marketed by Medexus for the control and prevention of bleeding episodes and postoperative management in people with Hemophilia B. The Company is eligible to receive a mid-single digit percentage of all IXINITY quarterly net sales from January 1, 2023 until the first quarter of 2035, and will be entitled to milestone payments of up to $5.3 million. At the inception of the Aptevo CPPA, the Company recorded $9.7 million as long-term royalty receivables in its consolidated balance sheet which included a $9.6 million upfront payment and a $50,000 one-time payment, which would be due if XOMA received more than $0.5 million in receipts for first quarter 2023 sales of IXINITY. At inception of the agreement, the Company concluded the one-time payment of $50,000 was probable and reasonably estimable. Therefore, the payment was recorded as a contingent liability under ASC 450 in the consolidated balance sheet at inception. The Company paid the one-time payment of $50,000 in June 2023 when related receipts exceeded $0.5 million. During the year ended December 31, 2023 the Company received total commercial payments pursuant to the Aptevo CPPA of $1.7 million. During the three months ended March 31, 2024, the Company received commercial payments pursuant to the Aptevo CPPA of $0.4 million. In accordance with the cost recovery method, the cash received was recorded as a direct reduction of the long-term royalty receivable balance. Though the Company is unable to reasonably estimate its commercial payment stream from sales of future net sales and the commercial payments to be received under the agreement, it has a more accurate projection of the commercial payments expected for the twelve-month period following the condensed consolidated balance sheet dates. As such, as of March 31, 2024 and December 31, 2023, the Company recorded $2.0 million as short-term royalty and commercial payment receivables. Under the cost recovery method, the Company does not expect to recognize any income related to milestones and commercial payment received until the purchase price has been fully collected. The Company performed its impairment assessment and no allowance for credit losses was recorded as of March 31, 2024 and December 31, 2023. Agenus Royalty Purchase Agreement On September 20, 2018, the Company entered into the Agenus RPA, pursuant to which the Company acquired the right to receive 33% of the future royalties on six Incyte Europe S.a.r.l. (“Incyte”) 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 milestone payments 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 percentages of applicable net sales. In addition, the Company acquired the right to receive 33% of the future royalties on MK-4830, an immuno-oncology product, due to Agenus from Merck 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 RPA, the Company’s 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 RPA, the Company paid Agenus an upfront payment of $15.0 million. At the inception of the agreement, the Company recorded $15.0 million as long-term royalty receivables in the consolidated balance sheets. In November 2020, MK-4830 advanced into Phase 2 development, and Agenus earned a $10.0 million clinical development milestone payment 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 payment received was recorded as a direct reduction of the recorded long-term royalty receivable balance. As of March 31, 2024, no payments were probable to be received under the Agenus RPA in the near term. Under the cost recovery method, the Company does not expect to recognize any income related to milestone and royalty payments received until the purchase price has been fully collected. The Company performed its impairment assessment and no allowance for credit losses was recorded as of March 31, 2024 and December 31, 2023. Aronora On April 7, 2019, the Company entered into the Aronora RPA which closed on June 26, 2019. Under the Aronora RPA, the Company acquired the right to receive future royalties and a portion of upfront, milestone and option payments (the “Non-Royalties”) related to five anti-thrombotic hematology product candidates. Three candidates were subject to Aronora’s collaboration with Bayer (the “Bayer Products”), 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 economics from these Bayer Products. The other two candidates are unpartnered (the “non-Bayer Products”) for which the Company will receive a 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 Company’s 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 economic terms as the non-Bayer Products. Under the terms of the Aronora RPA, 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. 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 “Aronora Contingent Consideration”). Pursuant to the Aronora RPA, if the Company receives at least $25.0 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 “Royalty Milestones”). 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 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. As of March 31, 2024, no payments were probable to be received under the Aronora RPA 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 purchase price has been fully collected. The Company performed its impairment assessment and no allowance for credit losses was recorded as of March 31, 2024 and December 31, 2023. Based on communications in April 2024, the Company will be evaluating the status of the partnered programs for potential impairment in the second quarter of 2024. Palobiofarma Royalty Purchase Agreement On September 26, 2019, the Company entered into the Palo RPA, pursuant to which the Company acquired the rights to potential royalty payments in low single-digit percentages of aggregate net sales associated with six product candidates in various clinical development stages, targeting the adenosine pathway with potential applications in solid tumors, non-Hodgkin’s lymphoma, asthma/chronic obstructive pulmonary disease, ulcerative colitis, idiopathic pulmonary fibrosis, lung cancer, psoriasis and nonalcoholic steatohepatitis and other indications (the “Palo Licensed Products”) that are being developed by Palo. Under the terms of the Palo RPA, the Company paid Palo an upfront payment of $10.0 million payment at the close of the transaction, which occurred simultaneously upon parties’ entry into the Palo RPA on September 26, 2019. At the inception of the agreement, the Company recorded $10.0 million as long-term royalty receivables in its consolidated balance sheet. As of March 31, 2024, no payments were probable to be received under the Palo RPA in the near term. Under the cost recovery method, the Company does not expect to recognize any income related to royalties received until the purchase price has been fully collected. The Company performed its impairment assessment and no allowance for credit losses was recorded as of March 31, 2024 and December 31, 2023. Viracta Royalty Purchase Agreement On March 22, 2021, the Company entered into the Viracta RPA, as amended March 4, 2024, pursuant to which the Company acquired the right to receive future royalties, milestone payments and other payments related to two clinical-stage drug candidates for an upfront payment of $13.5 million. The first candidate, DAY101 (a pan-RAF kinase inhibitor), is being developed by Day One, and the second candidate, vosaroxin (a topoisomerase II inhibitor), is being developed by Denovo Biopharma. The Company acquired the right to receive (i) up to $54.0 million in potential milestone payments, potential royalties on sales, if approved, and a portion of potential other payments related to DAY101, excluding up to $5.0 million retained by Viracta, and (ii) up to $57.0 million in potential regulatory and commercial milestones and high single-digit royalties on sales related to vosaroxin, if approved. At the inception of the Viracta RPA, the Company recorded $13.5 million as long-term royalty receivables in its consolidated balance sheet. On October 30, 2023, the Company earned a $5.0 million milestone payment pursuant to the Viracta RPA related to the FDA’s acceptance of Day One’ NDA for tovorafenib. In accordance with the cost recovery method, the $5.0 million milestone payment received was recorded as a direct reduction of the recorded long-term royalty receivable balance. Under the cost recovery method, the Company does not expect to recognize any income related to royalties, milestone payments and other payments until the purchase price has been fully collected. The Company performed its impairment assessment and no allowance for credit losses was recorded as of March 31, 2024 and December 31, 2023. Kuros Royalty Purchase Agreement On July 14, 2021, the Company entered into the Kuros RPA, pursuant to which the Company acquired the rights to 100% of the potential future royalties from commercial sales, which are tiered from high single-digit to low double-digits, and up to $25.5 million in pre-commercial milestone payments associated with an existing license agreement related to Checkmate Pharmaceuticals’ vidutolimod (CMP-001), a Toll-like receptor 9 agonist, packaged in a virus-like particle, for an upfront payment of $7.0 million. The Company may pay up to an additional $142.5 million to Kuros in sales-based milestone payments. At the inception of the Kuros RPA, the Company recorded $7.0 million as long-term royalty receivables in its consolidated balance sheet. In May 2022, Regeneron completed its acquisition of Checkmate Pharmaceuticals resulting in a $5.0 million milestone payment to Kuros. Pursuant to the Kuros RPA, the Company is entitled to 50% of the milestone payment, which was received by XOMA in July 2022. In accordance with the cost recovery method, the $2.5 million milestone received was recorded as a direct reduction of the recorded long-term royalty receivable balance. As of March 31, 2024, no payments were probable to be received under the Kuros RPA in the near term. Under the cost recovery method, the Company does not expect to recognize any income related to royalties, milestone payments and other payments until the purchase price has been fully collected. The Company performed its impairment assessment and no allowance for credit losses was recorded as of March 31, 2024 and December 31, 2023. Affitech Commercial Payment Purchase Agreement On October 6, 2021, the Company entered into the Affitech CPPA, pursuant to which, the Company purchased a future stream of commercial payment rights to Roche’s faricimab from Affitech for an upfront payment of $6.0 million. The Company is eligible to receive 0.5% of future net sales of faricimab for a ten-year period following the first commercial sales in each applicable jurisdiction. Under the terms of the Affitech CPPA, the Company may pay up to an additional $20.0 million based on the achievement of certain regulatory and sales milestones. At the inception of the Affitech CPPA, the Company recorded $14.0 million as long-term royalty receivables which included the $6.0 million upfront payment and $8.0 million in regulatory milestone payments in its consolidated balance sheet. The Company concluded the regulatory milestone payments of $8.0 million met the definition of a derivative under ASC 815 and should be accounted at fair value and recorded as a current liability at the inception of the transaction. Therefore, the regulatory milestone payments were recorded as contingent liabilities in its consolidated balance sheet. The Company concluded the sales-based milestone payments of up to $12.0 million do not meet the definition of a derivative under ASC 815 and a liability will be recognized when probable and estimable. In January 2022, Roche received approval from the FDA to commercialize VABYSMO (faricimab-svoa) for the treatment of wet, or neovascular, age-related macular degeneration and diabetic macular edema. In September 2022, Roche received approval from the European Commission to commercialize VABYSMO for the treatment of wet, or neovascular, age-related macular degeneration and visual impairment due to diabetic macular edema. Pursuant to the Affitech CPPA, the Company paid Affitech a $5.0 million milestone payment tied to the U.S. marketing approvals and a $3.0 million milestone payment tied to the EC approvals. Commercial payments are due from Roche within 60 days of December 31 and June 30 of each year. In accordance with the cost recovery method, commercial payments received are recorded as direct reductions of short-term and long-term receivable balances, as applicable. During the three months ended March 31, 2024, the Company received $7.4 million from Roche. Though the Company is unable to reasonably estimate its commercial payment stream from sales of future net sales and the commercial payments to be received under the agreement, it has a more accurate projection of the commercial payments expected for the twelve-month period following the consolidated balance sheet dates. As such, as of March 31, 2024 and December 31, 2023, the Company recorded $7.8 million and $12.2 million, respectively, as short-term royalty and commercial payment receivables. The achievement of the first and second sales-based milestone payments under the Affitech CPPA was considered probable as of December 31, 2023, and as such the Company recognized a $6.0 million contingent liability in contingent consideration under RPAs, AAAs and CPPAs in its consolidated balance sheet. The sales milestones were achieved in 2023 and in the first quarter of 2024, the Company paid Affitech $6.0 million and the related contingent liability balance was reduced to zero in its condensed consolidated balance sheet as of March 31, 2024. Based on reported first quarter of 2024 sales of VABYSMO, the achievement of the third sales-based milestone payment under the Affitech CPPA was considered probable as of March 31, 2024, and the Company recognized a $3.0 million contingent liability in the condensed consolidated balance sheet. The Company may pay up to $3.0 million in an additional sales-based milestone payment upon the achievement of one remaining incremental sales milestone in the future. The final milestone was not assessed as probable and as a result is not recorded as a contingent liability as of March 31, 2024. Under the cost recovery method, the Company does not expect to recognize any income related to future commercial payment receipts until the purchase price has been fully collected. The Company performed its impairment assessment and no allowance for credit losses was recorded as of March 31, 2024 and December 31, 2023. The following table summarizes the royalty and commercial payment receivable activities during the three months ended March 31, 2024 (in thousands): Short-Term Long-Term Balance as of January 1, 2024 $ 14,215 $ 57,952 Acquisition of royalty and commercial payment receivables: Talphera — 8,000 Receipt of royalty and commercial payments: Affitech (7,396) — Aptevo (350) — Talphera — (25) Reclassification to short-term royalty and commercial payment receivables: Aptevo 350 (350) Recognition of contingent consideration: Affitech 3,000 — Balance as of March 31, 2024 $ 9,819 $ 65,577 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
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 Company’s 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 – Observable inputs, such as unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs, either directly or indirectly, other than quoted prices in active markets for 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 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities; therefore, requiring an entity to develop its own valuation techniques and assumptions. The following tables set forth the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as follows (in thousands): Fair Value Measurements at March 31, 2024 Using: Quoted Prices in Significant Other Significant Active Markets for Observable Unobservable Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Assets: Cash equivalents: Money market funds $ 134,729 $ — $ — $ 134,729 Total cash equivalents 134,729 — — 134,729 Equity securities 413 — — 413 Total financial assets $ 135,142 $ — $ — $ 135,142 Liabilities: Contingent consideration under RPAs, AAAs and CPPAs, measured at fair value $ — $ — $ — $ — Fair Value Measurements at December 31, 2023 Using: Quoted Prices in Significant Other Significant Active Markets for Observable Unobservable Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Assets: Cash equivalents: Money market funds $ 28,352 $ — $ — $ 28,352 Total cash equivalents 28,352 — — 28,352 Equity securities 161 — — 161 Total financial assets $ 28,513 $ — $ — $ 28,513 Liabilities: Contingent consideration under RPAs, AAAs and CPPAs, measured at fair value $ — $ — $ 1,000 $ 1,000 Equity Securities The equity securities consisted of an investment in Rezolute’s common stock and are classified on the condensed consolidated balance sheets as current assets as of March 31, 2024 and December 31, 2023. 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, 2024 and December 31, 2023 the Company valued the equity securities using the closing price for Rezolute’s common stock traded on the Nasdaq Stock Market of $2.55 and $0.99, respectively. The inputs that were used to calculate the fair value of the equity securities were observable prices in active markets and therefore were classified as a Level 1 fair value measurement. Contingent Consideration Measured at Fair Value During the three months ended March 31, 2024, the contingent liability recorded pursuant to the LadRx Agreements decreased to zero after the Company paid LadRx $1.0 million upon achievement of a related regulatory milestone in January 2024 (Note 5). As of March 31, 2024, the estimated fair value of the remaining LadRx contingent consideration liability is zero as it represents the future consideration that is contingent upon the achievement of a specified regulatory milestone for the product candidate related to aldoxorubicin. The fair value measurement is based on significant Level 3 inputs such as anticipated timelines and probability of achieving development milestones of aldoxorubicin. Such contingent consideration is remeasured at fair value at 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 until settlement. |
Lease Agreement
Lease Agreement | 3 Months Ended |
Mar. 31, 2024 | |
Lease Agreement | |
Lease Agreement | 7. Lease Agreement The Company leases one facility in Emeryville, California under an operating lease. In January 2023, the Company amended the original lease to extend the lease term five months from its original expiration of February 28, 2023 to July 31, 2023 (the “amended lease agreement” or the “amended lease”). The Company retained no option to further extend, renew or terminate the amended lease under the amended terms and all other material terms and conditions, including the monthly base rent, remained consistent with the original lease. In accordance with ASC 842, the Company accounted for the amendment to extend the lease term as a modification of the original lease and, as such, remeasured the lease liability and recognized a corresponding adjustment to the right-of-use asset of $0.1 million to reflect the changes in the lease payments due to the extended lease term. On June 27, 2023, the Company executed the second lease amendment for its corporate headquarters lease in Emeryville, California with the same counterparty, in a different location in the same building to replace its existing amended lease which expired in July 2023 (the “new lease agreement” or the “new lease”). The new lease agreement commenced on November 10, 2023 and has a term of 65 months. Under the new lease agreement, the Company retained access to its original premises under the amended lease which expired in July 2023, until the new premises became available on November 10, 2023. Payments made between when the lease expired in July 2023 and the commencement date of the new premises of November 10, 2023 were recorded as variable lease costs in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2023. In accordance with ASC 842, the Company accounted for the new lease as a separate contract and the Company recognized an operating lease right-of-use assets of $0.4 million and operating lease liabilities of $0.4 million on November 10, 2023, the commencement date of the lease. The following table summarizes maturity of the new lease through the 65-month term of the Company’s operating lease liabilities as of March 31, 2024 (in thousands): Year Rent Payments 2024 (excluding the three months ended March 31, 2024) $ 60 2025 85 2026 88 2027 91 2028 102 Thereafter 36 Total undiscounted lease payments 462 Present value adjustment (88) Total net lease liability $ 374 As of March 31, 2024 and December 31, 2023, the total net lease liability was $0.4 million. As of December 31, 2023, the Company’s current and non-current operating lease liabilities were $0.1 million and $0.3 million, respectively. As of March 31, 2024, the Company’s current and non-current operating lease liabilities were $0.1 million and $0.3 million, respectively. The following table summarizes the cost components of the Company’s operating leases for the three months ended March 31, 2024 and 2023 (in thousands): Three Months Ended March 31, 2024 2023 Lease costs: Operating lease cost $ 22 $ 48 Variable lease cost (1) (2) 5 Total lease costs $ 20 $ 53 (1) Under the terms of the original, amended and new 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 negative balance for the period ended March 31, 2024 was due to the lessor’s reconciliation of variable lease costs from which a credit was due to the Company. The following information represents supplemental disclosure for the condensed consolidated statements of cash flows related to operating leases (in thousands): Three Months Ended March 31, 2024 2023 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows under operating leases $ 23 $ 52 The following information represents supplemental disclosure for the condensed consolidated statements of cash flows related to operating leases (in thousands): March 31, December 31, 2024 2023 Weighted-average remaining lease term 5.08 years 5.33 years Weighted-average discount rate 8.50 % 8.50 % |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2024 | |
Long-Term Debt | |
Long-Term Debt | 8 . Long-Term Debt On December 15, 2023, XOMA transferred to XRL, a newly formed wholly owned subsidiary, all its rights, title and interest in the commercial payments from Roche’s VABYSMO under the Affitech CPPA and related assets (the “Commercial Payments”). The VABYSMO-related assets and rights transferred to XRL are referred to herein as the “Transferred Assets.” Simultaneously, XRL entered into the Blue Owl Loan Agreement with Blue Owl and lenders, pursuant to which XRL was extended certain senior secured credit facilities in an aggregate principal amount of up to $140.0 million. The principal and interest of the loan are to be paid from the Commercial Payments. XRL is obligated to make semi-annual interest payments, starting in March 2024, at a fixed rate of 9.875% per annum until the commercial payment-backed loan is repaid, at which time the Commercial Payments will revert back to XOMA. On each interest payment date, any shortfall in interest payment will be paid from the interest reserve, any uncured shortfall in interest payment that exceeds the interest reserve will increase the outstanding principal amount of the loan, and any Commercial Payment in excess of accrued interest on the loan will be used to repay the principal of the loan until the balance is fully repaid. The loan matures on December 15, 2038, provided that XRL may repay it in full at any time prior to December 15, 2038, subject to the terms of the Blue Owl Loan Agreement. The Blue Owl Loan includes (i) an initial term loan in an aggregate principal amount equal to $130.0 million and (ii) a delayed draw term loan in an aggregate principal amount of $10.0 million to be funded at the option of the XRL upon receipt by the lenders of payments of principal and interest from the proceeds of Commercial Payments in excess of an agreed upon amount on or prior to March 15, 2026. The payment obligations under the Blue Owl Loan Agreement are limited to XRL, and Blue Owl has no recourse under the Blue Owl Loan Agreement against XOMA or any assets other than the Transferred Assets and XOMA’s equity interest in XRL. In connection with the Blue Owl Loan Agreement, (i) XRL granted Blue Owl a first-priority perfected lien on, and security interest in, (a) the Commercial Payments and the proceeds thereof, in each case under the Affitech CPPA and (b) all other assets of XRL and (ii) XOMA granted Blue Owl a first-priority perfected lien on, and security interest in 100% of the equity of XRL. The Blue Owl Loan Agreement contains other customary terms and conditions, including representations and warranties, as well as indemnification obligations in favor of Blue Owl. On December 15, 2023, the Company borrowed the initial term loan of $130.0 million and received $119.6 million, net of $4.1 million in fees and lender expenses and $6.3 million that was deposited into reserve accounts to pay interest, administrative fees and XRL’s operating expenses (see Note 2). The Company also incurred $0.6 million of direct issuance costs related to the Blue Owl Loan Agreement. In connection with the Blue Owl Loan Agreement, XOMA issued to Blue Owl and certain funds affiliated with Blue Owl warrants to purchase: (i) up to 40,000 shares of XOMA’s common stock at an exercise price of $35.00 per share; (ii) up to 40,000 shares of XOMA’s common stock at an exercise price of $42.50 per share; and (iii) up to 40,000 shares of XOMA’s common stock at an exercise price of $50.00 per share (collectively, the “Blue Owl Warrants”). The fair value of the Blue Owl Warrants was determined using the Black-Scholes Model (see Note 2) and was estimated to be $1.5 million. As of March 31, 2024, all Blue Owl Warrants were outstanding. The initial term loan of $130.0 million is carried at amortized cost. Amortization of the initial term loan is applied under the expected-effective-yield approach using the retrospective interest method. As of December 31, 2023, the effective interest rate was determined to be 11.01%. The Company recorded a debt discount of $5.3 million, which included $3.8 million in allocated fees and lender expenses and $1.5 million for the fair value of the Blue Owl Warrants. The Company also recorded $0.6 million in direct debt issuance costs allocated to the initial term loan. The Company will accrete both the debt discount of $5.3 million and $0.6 million of direct debt issuance costs over the expected term of the initial term loan. As of the closing date of December 15, 2023, the Company recorded the $0.3 million allocated costs for the delayed draw term loan commitment as a non-current asset in other assets - long term in the consolidated balance sheet and will reclassify the amount as a debt discount when the delayed draw term loan is drawn. As of March 31, 2024, no amount had been drawn from the delayed draw term loan. The carrying value of the short and long-term portion of the initial term loan was $5.5 million and $118.5 million, respectively, as of December 31, 2023. The Company recorded $0.6 million in interest expense during the year ended December 31, 2023. The following table summarizes the impact of the initial term loan on the Company’s condensed consolidated balance sheet as of March 31, 2024 (in thousands): March 31, 2024 Gross principal $ 130,000 Principal repayments (3,616) Unaccreted debt discount and debt issuance costs (5,712) Total carrying value net of principal repayments, unaccreted debt discount and debt issuance costs 120,672 Less: current portion of long-term debt (6,144) Long-term debt $ 114,528 Long-term debt on the Company’s condensed consolidated balance sheet as of March 31, 2024 and consolidated balance sheet as of December 31, 2023 includes only the carrying value of the Blue Owl Loan. The carrying value of the Blue Owl Loan as of December 31, 2023 was $124.0 million. Aggregate projected future principal payments of the initial term loan as of March 31, 2024, are as follows (in thousands): Year Ending December 31, Payments 2024 (excluding the three months ended March 31, 2024) $ 3,588 2025 10,246 2026 15,404 2027 19,609 2028 23,585 Thereafter 53,952 Total payments $ 126,384 Accretion of debt discounts and issuance costs are included in interest expense. Interest expense in the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2024 relates to the initial term loan (in thousands): Three Months Ended March 31, 2024 2023 Accrued interest expense $ 3,245 $ — Accretion of debt discount and debt issuance costs 306 — Total interest expense $ 3,551 $ — |
Common Stock Warrants
Common Stock Warrants | 3 Months Ended |
Mar. 31, 2024 | |
Common Stock Warrants | |
Common Stock Warrants | 9. Common Stock Warrants As of March 31, 2024 and December 31, 2023, the following common stock warrants were outstanding: Exercise Price March 31, December 31, Issuance Date Expiration Date Balance Sheet Classification per Share 2024 2023 May 2018 May 2028 Stockholders’ equity $ 23.69 6,332 6,332 March 2019 March 2029 Stockholders’ equity $ 14.71 4,845 4,845 December 2023 December 2033 Stockholders’ equity $ 35.00 40,000 40,000 December 2023 December 2033 Stockholders’ equity $ 42.50 40,000 40,000 December 2023 December 2033 Stockholders’ equity $ 50.00 40,000 40,000 131,177 131,177 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
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 Company’s licensees. Because it is uncertain if and when these milestones will be achieved, such contingencies, aggregating up to $6.3 million (assuming one product per contract meets all milestone 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. None of these milestones were assessed to be probable as of March 31, 2024. Contingent Consideration Pursuant to the Company’s agreements with Aronora, Kuros, Affitech and LadRx the Company has committed to pay the Aronora Royalty Milestones, the Kuros Sales Milestones, the Affitech Sales Milestones, and LadRx regulatory and commercial sales milestones. As of December 31, 2023, the Company recorded $1.0 million for the LadRx contingent consideration that represented the estimated fair value of the potential future payments upon the achievement of regulatory milestones related to arimoclomol and aldoxorubicin at the inception of the LadRx Agreements. During the three months ended March 31, 2024, the contingent liability decreased to zero after the Company paid LadRx $1.0 million upon the FDA’s acceptance of the arimoclomol NDA resubmission (Note 5). As of March 31, 2024, the Company recorded zero for the LadRx contingent consideration as the estimated fair value of the potential future payment upon the achievement of regulatory milestones related to aldoxorubicin was negligible. Such contingent consideration related to regulatory milestones is remeasured at fair value at each reporting period, with changes in fair value recorded in other income (expense), net. During the year ended December 31, 2023, certain sales milestones related to VABYSMO pursuant to the Affitech CPPA were assessed to be probable under ASC 450. As such, a $6.0 million liability was recorded in contingent consideration under RPAs, AAAs and CPPAs and a corresponding $6.0 million asset was recorded under long-term royalty and commercial payment receivables on the consolidated balance sheet. During the three months ended March 31, 2024, this contingent liability decreased to zero after the Company paid Affitech $6.0 million upon the achievement of the related commercial sales milestones (Note 5). During the three months ended March 31, 2024, a sales milestone related to VABYSMO pursuant to the Affitech CPPA was assessed to be probable under ASC 450. As such, a $3.0 million liability was recorded in contingent consideration under RPAs, AAAs, and CPPAs and a corresponding $3.0 million asset was recorded under short-term royalty and commercial payment receivables on the condensed consolidated balance sheet. The liability for future Aronora Royalty Milestones, Kuros Sales Milestones, remaining Affitech Sales Milestones and LadRx commercial sales milestone will be recorded when the amounts, by product, are estimable and probable. As of March 31, 2024, none of the Aronora Royalty Milestones, Kuros Sales Milestones, remaining Affitech Sales Milestone and LadRx commercial sales milestone were assessed to be probable and as such, no liability was recorded on the condensed consolidated balance sheet. |
Stock Based Compensation
Stock Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Stock Based Compensation | |
Stock Based Compensation | 11. Stock Based Compensation The Company may grant qualified and non-qualified stock options, common stock, PSUs 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 Company’s common stock on the date of grant. Additionally, the Company has an ESPP that allows employees to purchase Company shares at a purchase price equal to 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the last day of the purchase period. The ESPP includes a rollover mechanism for the purchase price if the fair market value of the Company’s common stock on the purchase date is less than the fair market value of the Company’s common stock on the first trading day of the offering period. Stock Options and Other Benefit Plans Stock Option Plans 2010 Plan Stock Options Stock options issued under the 2010 Plan 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. No stock options were granted under the 2010 Plan during the three months ended March 31, 2024 and 2023. Stock Option Inducement Awards On December 30, 2022, the Board appointed Owen Hughes as Executive Chairman of the Board and Interim Chief Executive Officer and Bradley Sitko as the Company’s Chief Investment Officer, effective as of January 1, 2023. Pursuant to the terms of their respective employment agreements, Mr. Hughes and Mr. Sitko were each granted two separate awards The Stock Option Inducement Awards were granted to Mr. Hughes and Mr. Sitko outside the 2010 Plan as an inducement material to entering into their respective employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4) but are subject to the terms and conditions of the 2010 Plan. More information on the Stock Option Inducement Awards granted during the three months ended March 31, 2023 can be found in Note 10 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 8, 2024. The weighted-average grant-date fair value per share of options granted to Mr. Hughes and Mr. Sitko at an exercise price of $18.66 per share during the first quarter of 2023 was $11.91. The weighted-average grant-date fair value per share of options granted to Mr. Hughes and Mr. Sitko at an exercise price of $30.00 per share during the first quarter of 2023 was $14.68. No Stock Option Inducement Awards were granted during the three months ended March 31, 2024. The activity for all stock options for the three months ended March 31, 2024 Weighted Weighted Average Average Aggregate Exercise Contractual Intrinsic Number of Price Remaining Term Value shares Per Share (in years) (in thousands) Outstanding at January 1, 2024 2,730,068 $ 20.88 6.29 $ 10,638 Granted — — Exercised (134,959) 4.61 Forfeited, expired or cancelled (26,014) 178.20 Outstanding at March 31, 2024 2,569,095 $ 20.15 6.27 $ 17,723 Exercisable at March 31, 2024 2,009,056 $ 19.12 5.60 $ 16,131 The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2024 The Company recorded $1.1 million in stock-based compensation expense related to stock options during the three months ended March 31, 2024. As of March 31, 2024 Performance Stock Unit Awards In May 2023, the Company granted employees 430,400 PSUs under the 2010 Plan. The PSUs are subject to market-based vesting conditions and the number of PSUs vested will be based on the stock price of the Company’s common stock as compared to four stock price hurdles over a three-year period from the May 2023 grant date (the “performance period”). A stock price hurdle is considered attained when, at any time during the performance period, the Company’s volume-weighted average stock price equals or exceeds the hurdle stock price value for 30 consecutive calendar days. Upon attainment of a stock price hurdle, one one one In connection with Mr. Hughes’ appointment to full-time Chief Executive Officer in January 2024, the Company granted Mr. Hughes 275,000 PSUs under the 2010 Plan with generally the same terms as the May 2023 PSU grants. Fair Value Assumptions of Performance Stock Unit Awards The fair value of the PSUs granted was estimated based on Monte Carlo valuation model which incorporates into the valuation the possibility that the stock price hurdles may not be satisfied. The range of grant date fair values of the PSUs granted in 2023 was estimated as follows: Derived Hurdle Price Number of Fair Value Service Period Per PSU PSUs Per Share (in years) $ 30.00 243,550 $ 11.42-17.45 0.69-2.59 $ 35.00 91,239 $ 10.16-16.07 0.93-2.59 $ 40.00 60,024 $ 9.07-14.84 1.12-2.59 $ 45.00 53,787 $ 8.12-13.72 1.27-2.59 448,600 The grant date fair values of the PSUs granted in January 2024 was estimated as follows: Derived Hurdle Price Number of Fair Value Service Period Per Share PSUs Per Share (in years) $ 30.00 160,078 $ 18.42 0.74 $ 35.00 53,350 $ 17.24 0.96 $ 40.00 32,835 $ 16.14 1.15 $ 45.00 28,737 $ 15.13 1.31 275,000 The Company estimates that it will recognize total stock-based compensation expense of approximately $11.7 million in aggregate for the PSUs granted in May 2023, October 2023 and January 2024 using the graded expense attribution method over the requisite service period of each tranche. If the stock price hurdles are met sooner than the requisite service period, the stock-based compensation expense for the respective stock price hurdle will be accelerated. Stock-based compensation expense will be recognized over the requisite service period if the grantees continue to provide service to the Company, regardless of whether the PSU stock price hurdles are achieved. The activity for all PSUs for the three months ended March 31, 2024 was as follows: Weighted Average Grant Date Number of Fair Value Unvested PSUs Per Share Unvested balance at January 1, 2024 448,600 $ 15.40 Granted 275,000 17.58 Vested — — Forfeited — — Unvested balance at March 31, 2024 723,600 $ 16.23 The Company recorded $1.8 million in stock-based compensation expense related to the PSUs during the three months ended March 31, 2024. As of March 31, 2024, there was $7.1 million unrecognized stock-based compensation expense related to outstanding PSUs granted to employees, with a weighted-average remaining recognition period of 1.13 years. Stock-based Compensation Expense All stock-based compensation expense is recorded in G&A expense. The following table shows total stock-based compensation expense for stock options, PSUs and ESPP in the condensed consolidated statements of operations and comprehensive loss (in thousands): Three Months Ended March 31, 2024 2023 Total stock-based compensation expense included in G&A $ 2,856 $ 1,570 |
Capital Stock
Capital Stock | 3 Months Ended |
Mar. 31, 2024 | |
Capital Stock | |
Capital Stock | 12. Capital Stock Dividends During the three months ended March 31, 2024, the Board declared and paid cash dividends on the Company’s Series A Preferred Stock and Series B Depositary shares as follows: Series A Preferred Stock Series B Depositary Share Cash Dividend Declared Cash Dividend Declared Dividend Declaration Date ($ per share) ($ per share) Dividend Payment Date October 18, 2023 $ 0.53906 $ 0.52344 January 15, 2024 February 21, 2024 $ 0.53906 $ 0.52344 April 15, 2024 BVF Ownership As of March 31, 2024, BVF owned approximately 31.2% of the Company’s total outstanding shares of common stock, and if all the Series X Convertible Preferred Stock were converted (without taking into account beneficial ownership limitations), BVF would own 51.9% of the Company’s total outstanding shares of common stock. The Company’s Series A Preferred Stock becomes convertible upon the occurrence of specific events and as of March 31, 2024, the contingency was not met, therefore the Series A Preferred Stock owned by BVF is not included in the as-converted ownership calculation. Due to its significant equity ownership, BVF is considered a related party of the Company. 2018 Common Stock ATM Agreement On December 18, 2018, the Company entered into the 2018 Common Stock ATM Agreement with HCW, 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 “at the market” 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 Common Stock ATM Agreement. On March 10, 2021, the Company amended the 2018 Common Stock 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 Common Stock ATM Agreement since the agreement was executed. 2021 Series B Preferred Stock ATM Agreement On August 5, 2021, the Company entered into the 2021 Series B Preferred Stock ATM Agreement with B. Riley, under which the Company may offer and sell from time to time, at its sole discretion, through or to B. Riley, as agent or principal an aggregate amount not to exceed $50.0 million of its Series B Depositary Shares. B. Riley may sell the shares by any method permitted by law deemed to be an “at the market” 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 B. Riley a commission of up to 3% of the gross proceeds of any Series B Depositary Shares sold under the 2021 Series B Preferred Stock ATM Agreement. No shares have been sold under the 2021 Series B Preferred Stock ATM Agreement since the agreement was executed. Stock Repurchase Program On January 2, 2024, the Board authorized the Company’s first stock repurchase program, which permits the Company to purchase up to $50.0 million of its common stock through January 2027. Under the program, the Company has discretion in determining the conditions under which shares may be purchased from time to time, including through transactions in the open market, in privately negotiated transactions, under plans compliant with Rule 10b5-1 under the Exchange Act, or by other means in accordance with applicable laws. The manner, number, price, structure, and timing of the repurchases, if any, will be determined at the Company’s sole discretion and repurchases, if any, depend on a variety of factors, including legal requirements, price and economic and market conditions, royalty and milestone acquisition opportunities, and other factors. The repurchase authorization does not obligate the Company to acquire any particular amount of its common stock. The Board may suspend, modify, or terminate the stock repurchase program at any time without prior notice. As of March 31, 2024, the Company had purchased a total of 660 shares of its common stock pursuant to the stock repurchase plan for $13,000. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Taxes | |
Income Taxes | 13. Income Taxes No provision was made for federal income taxes, since the Company incurred net operating losses during the three months ended March 31, 2024 and 2023. The Company continues to maintain a full valuation allowance against its remaining net deferred tax assets. The Company had a total of $5.9 million of gross unrecognized tax benefits as of March 31, 2024, none of which would affect the effective tax rate upon realization as it currently has a full valuation allowance against its net deferred tax assets. The reversal of related deferred tax assets will be offset by a valuation allowance, 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, 2024, the Company had not accrued interest or penalties related to uncertain tax positions. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events | |
Subsequent Events | 14. Subsequent Events Kinnate Acquisition On February 16, 2024, the Company entered into an Agreement and Plan of Merger with Kinnate and XRA, a Delaware corporation and a wholly-owned subsidiary of the Company, pursuant to which the Company acquired Kinnate through a tender offer for (i) $2.5879 in cash per share of Kinnate common stock, plus (ii) one non-transferable contractual contingent value right (“CVR”) per share of Kinnate common stock. The merger closed on April 3, 2024 (the “Merger Closing Date”), and XRA merged with and into Kinnate. Following the merger, Kinnate continued as the surviving corporation in the merger and a wholly owned subsidiary of the Company. Each Kinnate CVR represents the right to receive potential payments pursuant to the terms and subject to the conditions of the Contingent Value Rights Agreement, dated April 3, 2024 (the “CVR Agreement”), by and among the Company, XRA, a right agent and a representative of the CVR holders. On February 27, 2024, Kinnate sold exarafenib and related IP to Pierre Fabre Medicament, SAS for an upfront cash consideration of $0.5 million and contingent consideration of $30.5 million upon the achievement of certain specified milestones. Kinnate CVR holders will be entitled to 100% of any further net proceeds from this transaction, if any, until the fifth anniversary of the Merger Closing Date, together with 85% of net proceeds, if any, from any license or other disposition of any or all rights to any product, product candidate or research program active at Kinnate as of the closing that occurs within one year of the Merger Closing Date, in each case subject to and in accordance with the terms of the CVR Agreement. FDA Approval of OJEMDA On April 23, 2024, Day One announced that the FDA granted approval to Day One’s NDA for OJEMDA (tovorafenib). Pursuant to the Viracta RPA, the Company earned a $9.0 million milestone payment upon FDA approval and is also eligible to receive mid-single-digit royalties on sales of OJEMDA. Daré Royalty Purchase Agreements On April 29, 2024, the Company entered into the Daré RPAs. Pursuant to the terms of the Daré RPAs, the Company paid $22.0 million in cash to Daré in consideration for the sale of (a) 100% of all remaining royalties related to XACIATO™ not already subject to the royalty-backed financing agreement Daré entered into in December 2023 and net of payments owed by Daré to upstream licensors, which equates to royalties ranging from low to high single digits, and of all potential commercial milestones related to XACIATO™ that are payable to Daré under that certain Exclusive License Agreement by and between Daré and Organon, dated March 31, 2022, as amended; (b) a 4% synthetic royalty on net sales of OVAPRENE ® and a 2% synthetic royalty on net sales of Sildenafil Cream, 3.6% , which will decrease to 2.5% and 1.25% , respectively, upon the Company achieving a pre-specified return threshold; and (c) a portion of Daré’s right to a certain milestone payment that may become payable to Daré under that certain License Agreement between Daré and Bayer HealthCare LLC, dated January 10, 2020. The Daré RPAs also provide for certain milestone payments from the Company to Daré upon achieving a pre-specified return threshold, subject to the terms of the Daré RPAs. Rezolute Milestone In April 2024, Rezolute dosed the first patient in its Phase 3 trial of RZ358 and the Company earned a $5.0 million milestone pursuant to our Rezolute License Agreement. . |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
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 U.S. GAAP for financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial reporting. As permitted under those rules, certain footnotes or other financial information can be condensed or omitted. These condensed consolidated 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 Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 8, 2024. These condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal and recurring adjustments that are necessary for a fair statement of the Company’s consolidated financial information. The interim results of operations are not necessarily indicative of the results that may be expected for the full year, or for any other future annual or interim period. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures. Management routinely evaluates its estimates including, but not limited to, those related to revenue recognition, revenue recognized under the units-of-revenue method, royalty and commercial payment receivables, legal contingencies, contingent consideration, amortization of the Blue Owl Loan, accrued expenses 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, including estimates such as the Company’s amortization of the payments received from HCRP. 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. In addition, the Company’s amortization of the Blue Owl Loan is calculated based on the commercial payments expected to be received from Roche for VABYSMO under the Affitech CPPA. Any changes to the estimated commercial payments from Roche can result in a material adjustment to the interest expense and term loan balance reported. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated statements of cash flows (in thousands): March 31, December 31, 2024 2023 Cash and cash equivalents $ 136,225 $ 153,290 Restricted cash 6,176 6,260 Total cash, cash equivalents and restricted cash $ 142,401 $ 159,550 Cash consists of bank deposits held in business checking and interest-bearing deposit accounts. Cash equivalent balances are defined as highly liquid financial instruments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Cash equivalents held by the Company are generally in money market funds. Cash and Cash Equivalents As of March 31, 2024, the Company had a cash balance of $1.5 million and a cash equivalent balance of $134.7 million. As of December 31, 2023, the Company had a cash balance of $124.9 million and a cash equivalent balance of $28.4 million. Restricted Cash Cash accounts with any type of restriction are classified as restricted cash. If restrictions are expected to be lifted or to be used to pay a third party in the next twelve months, the restricted cash account is classified as current. On December 15, 2023, XRL deposited $6.3 million into reserve accounts in connection with the funding of the Blue Owl Loan (see Note 8), of which $5.8 million was deposited into a reserve account for interest and administrative fees and $0.5 million was deposited into an operating reserve account to cover operating expenses of XRL. Payments of interest under the Blue Owl Loan Agreement are made semi-annually using commercial payments received since the immediately preceding interest payment date under the Affitech CPPA. On each interest payment date, if the commercial payments received are less than the total interest due for the respective quarter, XRL is expected to cover the shortfall in interest payment due from the reserve account. Payments of administrative fees under the Blue Owl Loan Agreement are made semi-annually on January 1 and July 1 of each year from the reserve account. XOMA will be required to fund an additional $0.8 million into the administrative fee escrow account on July 1, 2027. As of March 31, 2024, the Company had a short-term restricted cash balance of $0.2 million and a long-term restricted cash balance of $6.0 million on its condensed consolidated balance sheet. As of December 31, 2023, the Company had a short-term restricted cash balance of $0.2 million and a long-term restricted cash balance of $6.1 million on its consolidated balance sheet. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from all contracts with customers according to ASC 606, except for contracts that are within the scope of other standards, such as leases and financial instruments. The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. 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 on whether each promised good or service is distinct to determine those that are performance obligations. 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 the 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 period’s 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 Company’s 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 Company’s 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 Model. 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 the expected term, the Company considers the vesting period and contractual period of the award and its historical experience of stock option exercises, post-vesting cancellations and volatility. The estimate of expected volatility is based on the Company’s historical volatility. The risk-free rate is based on the yield available on U.S. Treasury zero-coupon issues 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. The grant date fair value of PSUs with market conditions is determined using the Monte Carlo valuation model. The Company records compensation expenses for PSUs based on graded expense attribution over the requisite service periods. |
Equity Securities | Equity Securities The Company entered into a license agreement with Rezolute in December 2017, in which it received shares of common stock from Rezolute (see 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. |
Purchase of Rights to Future Milestones, Royalties and Commercial Payments | Purchase of Rights to Future Milestones, Royalties and Commercial Payments 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 or recently commercialized. The Company acquired such rights from various entities and recorded the amount paid for these rights as long-term royalty receivables (see 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 to determine if they are freestanding instruments or embedded derivatives. If the contingent payments fall within the scope of ASC 815, the contingent payments are measured at fair value at the inception of the arrangement, and are subject to remeasurement to fair value each reporting period. Any changes in the estimated fair value are recorded in the condensed consolidated statements of operations and comprehensive loss. Contingent consideration payments that do not fall within the scope of ASC 815 are recognized when the amounts are probable and estimable according to ASC 450. The Company accounts for milestone and royalty rights related to developmental pipeline or recently commercialized products on a non-accrual basis using the cost recovery method. Developmental pipeline products are non-commercialized, non-approved products that require FDA or other regulatory approval, and thus have uncertain cash flows. Recently commercialized products do not have an established reliable sales pattern, and thus have uncertain cash flows. The Company is not yet able to reliably forecast future cash flows given their stages of development and commercialization. The related receivable balance is classified as noncurrent or current based on whether payments are probable and reasonably estimable 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. |
Allowance for Current Expected Credit Losses | Allowance for Current Expected Credit Losses The Company evaluates the long-term royalty and commercial payment receivables on a collective (i.e., pool) basis if they share similar risk characteristics. The Company evaluates a royalty and commercial payment receivable individually if its risk characteristics are not similar to other royalty and commercial payment receivables. 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 and commercial payment receivable asset. At each reporting date, if 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 an impairment charge. The impairment charge will be recognized as an allowance expense that increases the long-term royalty and commercial payment receivable asset’s cumulative allowance, which reduces the net carrying value of the long-term royalty and commercial payment receivable asset. In a subsequent period, if there is an increase in expected future cash flows, or if the actual cash flows are greater than previously expected, the Company will reduce the previously established cumulative allowance. Amounts not expected to be collected are written off against the allowance at the time that such a determination is made. |
Asset Acquisitions | Asset Acquisitions As a first step, for each acquisition, the Company determines if it is an acquisition of a business or an asset acquisition under ASC 805. Acquisitions of assets or a group of assets that do not meet the definition of a business are accounted for as asset acquisitions under ASC 805-50, using the cost accumulation method, whereby the cost of the acquisition, including certain transaction costs, is allocated to the assets acquired on the basis of relative fair values (see Note 4). Contingent payments are evaluated whether they are freestanding instruments or embedded derivatives. If the contingent payments fall within the scope of ASC 815, the contingent payments are measured at fair value at the acquisition date, and are subject to remeasurement to fair value each reporting period. The estimated fair value at the acquisition date is included in the cost of the acquired assets. Any subsequent changes in the estimated fair value are recorded in the condensed consolidated statements of operations and comprehensive loss. Contingent consideration payments that do not fall within the scope of ASC 815 are recognized when the amount is probable and estimable according to ASC 450. Cash payments related to acquired assets are reflected as an investing cash flow in the Company’s condensed consolidated statements of cash flows. |
Leases | Leases The Company leases its headquarters 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 estimated its incremental borrowing rate by adjusting the interest rate on its fully collateralized debt for the lease term length. Rent expense for the operating lease is recognized on a straight-line basis, over the reasonably assured lease term based on total lease payments and is included in operating expenses in the condensed consolidated statements of operations and comprehensive loss. The Company has elected the practical expedient to not separate lease and non-lease components. The Company’s non-lease components are primarily related to property maintenance, which varies based on future outcomes, and thus are recognized in rent expense when incurred. The Company has also elected not to record on the consolidated balance sheets a lease for which the term is 12 months or less and does not include a purchase option that the Company is reasonably certain to exercise. |
Long-Term Debt | Long-Term Debt Long-term debt represents the Company’s term loan under the Blue Owl Loan Agreement, which the Company has accounted for as a debt financing arrangement. Interest expense is accrued using the effective interest rate method over the estimated period the loan will be repaid. The allocated debt discount and debt issuance costs have been recorded as a direct deduction from the carrying amount of the related debt in the consolidated balance sheets and are being amortized and recorded as interest expense throughout the expected life of the Blue Owl Loan using the effective interest rate method. The Company considered whether there were any embedded features in the Blue Owl Loan Agreement that require bifurcation and separate accounting as derivative financial instruments pursuant to ASC 815. See Note 8. |
Warrants | Warrants The Company has issued warrants to purchase shares of its common stock in connection with its financing activities. The Company classifies these warrants as equity and recorded the warrants at fair value as of the date of issuance on the Company’s consolidated balance sheet with no subsequent remeasurement. The issuance date fair value of the outstanding warrants was estimated using the Black-Scholes Model. The Black-Scholes Model required inputs such as the expected term of the warrants, expected volatility and risk-free interest rate. These inputs were subjective and required significant analysis and judgment. For the estimate of the expected term, the Company used the full remaining contractual term of the warrant. The estimate of expected volatility assumption is based on the historical price volatility observed on the Company’s common stock. The risk-free rate is based on the yield available on U.S. Treasury zero-coupon issues corresponding to the expected term of the warrants. |
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 are expected to 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 management’s best judgment given the facts, circumstances and information available at each reporting date. The Company’s 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 Company’s convertible Series X Preferred Stock participate in any dividends declared by the Company on its common stock and are therefore considered to be participating securities. The Company’s Series A and Series B Preferred Stock do not participate in any dividends or distribution by the Company on its common stock and are therefore not considered to be participating securities. Under the two-class method, net income, as adjusted for any accumulated dividends on Series A and Series B Preferred Stock for the period, 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 using the treasury method, if dilutive. The calculation assumes that any proceeds that could be obtained upon exercise of options and warrants would be used to purchase common stock at the average market price during the period. Adjustments to the denominator are required to reflect the related dilutive shares. The Company’s Series A and Series B Preferred Stock become convertible upon the occurrence of specific events other than a change in the Company’s share price and, therefore, are not included in the diluted shares until the contingency is resolved. |
Share Repurchases | Share Repurchases The Company has a stock repurchase program that is executed through purchases made from time to time, including in the open market. The Company retires repurchased shares of common stock, reducing common stock with any excess of cost over par value recorded to accumulated deficit. Issued and outstanding shares of common stock are reduced by the number of shares repurchased. No treasury stock is recognized in the condensed consolidated financial statements. In August 2022, the Inflation Reduction Act (IRA) enacted a 1% excise tax on net share repurchases after December 31, 2022. Any excise tax incurred on share repurchases is recognized as part of the cost basis of the shares acquired. |
Concentration of Risk | Concentration of Risk Cash, cash equivalents, restricted cash and receivables are financial instruments which potentially subject the Company to concentrations of credit risk, as well as liquidity risk. The Company maintains cash balances at commercial banks. Balances commonly exceed the amount insured by the FDIC. The Company has not experienced any losses in such accounts. 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, 2024, two partners represented 67% and 33% of total revenues. For the three months ended March 31, 2023, one partner represented 100% of total revenues. There were no |
Comprehensive (Loss) Income | Comprehensive (Loss) Income Comprehensive (loss) income is comprised of two components: net (loss) income 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 stockholders’ equity but are excluded from net (loss) income. The Company did not record any transactions within other comprehensive (loss) income in the periods presented and, therefore, the net (loss) income and comprehensive (loss) income were the same for all periods presented. |
Accounting Pronouncements Recently Adopted and Recent Accounting Pronouncements Not Yet Adopted | Accounting Pronouncements Recently Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The amendments in ASU 2023-07 are effective for all public entities for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company adopted annual requirements under ASU 2023-07 on January 1, 2024 and plans to adopt interim requirements under ASU 2023-07 on January 1, 2025. The Company will begin including financial statement disclosures in accordance with ASU 2023-07 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Recent Accounting Pronouncements Not Yet Adopted In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the Securities and Exchange Commission’s Disclosure Update and Simplification Initiative. ASU 2023-06 incorporates 14 of the 27 disclosure requirements published in SEC Release No. 33-10532: Disclosure Update and Simplification into various topics within the ASC. ASU 2023-06's amendments represent clarifications to, or technical corrections of, current requirements. For SEC registrants, the effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. Early adoption is prohibited. The Company does not expect the standard to have a material impact on its consolidated financial statements and disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The amendments are effective for all public entities for fiscal years beginning after December 15, 2024. Early adoption is permitted and should be applied either prospectively or retrospectively. The Company plans to adopt ASU 2023-09 and related updates on January 1, 2025. The Company is currently evaluating the impact that the updated standard will have on its financial statement disclosures. |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Basis of Presentation and Significant Accounting Policies | |
Schedule of cash, cash equivalents and restricted cash | Cash, Cash Equivalents and Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated statements of cash flows (in thousands): March 31, December 31, 2024 2023 Cash and cash equivalents $ 136,225 $ 153,290 Restricted cash 6,176 6,260 Total cash, cash equivalents and restricted cash $ 142,401 $ 159,550 |
Condensed Consolidated Financ_2
Condensed Consolidated Financial Statements Details (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Condensed Consolidated Financial Statement Details | |
Schedule of accrued and other liabilities | Accrued and other liabilities consisted of the following (in thousands): March 31, December 31, 2024 2023 Accrued incentive compensation $ 397 $ 1,203 Accrued legal and accounting fees 674 791 Accrued payroll, severance and retention costs 128 149 Other accrued liabilities 100 625 Total $ 1,299 $ 2,768 |
Schedule of reconciliation of numerator and denominator used in calculation of basic and diluted 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): Three Months Ended March 31, 2024 2023 Numerator Net loss $ (8,595) $ (9,813) Less: Series A accumulated dividends (530) (530) Less: Series B accumulated dividends (838) (838) Net loss attributable to common stockholders, basic and diluted $ (9,963) (11,181) Denominator Weighted average shares used in computing basic and diluted net loss per share attributable to common stockholders 11,580 11,460 Basic and diluted net loss per share attributable to common stockholders $ (0.86) $ (0.98) |
Schedule of outstanding securities considered anti-dilutive | The following table shows the weighted-average shares from outstanding securities considered anti-dilutive and therefore excluded from the computation of diluted net loss per share attributable to common stockholders (in thousands): Three Months Ended March 31, 2024 2023 Convertible preferred stock (as converted) 5,003 5,003 Common stock options 1,372 1,548 Warrants for common stock 131 6 Total 6,506 6,557 |
Royalty and Commercial Paymen_2
Royalty and Commercial Payment Purchase Agreements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Royalty and Commercial Payment Purchase Agreements | |
Summary of royalty and commercial payment receivable activities | The following table summarizes the royalty and commercial payment receivable activities during the three months ended March 31, 2024 (in thousands): Short-Term Long-Term Balance as of January 1, 2024 $ 14,215 $ 57,952 Acquisition of royalty and commercial payment receivables: Talphera — 8,000 Receipt of royalty and commercial payments: Affitech (7,396) — Aptevo (350) — Talphera — (25) Reclassification to short-term royalty and commercial payment receivables: Aptevo 350 (350) Recognition of contingent consideration: Affitech 3,000 — Balance as of March 31, 2024 $ 9,819 $ 65,577 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Measurements | |
Schedule of financial assets and liabilities measured at fair value on a recurring basis | The following tables set forth the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as follows (in thousands): Fair Value Measurements at March 31, 2024 Using: Quoted Prices in Significant Other Significant Active Markets for Observable Unobservable Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Assets: Cash equivalents: Money market funds $ 134,729 $ — $ — $ 134,729 Total cash equivalents 134,729 — — 134,729 Equity securities 413 — — 413 Total financial assets $ 135,142 $ — $ — $ 135,142 Liabilities: Contingent consideration under RPAs, AAAs and CPPAs, measured at fair value $ — $ — $ — $ — Fair Value Measurements at December 31, 2023 Using: Quoted Prices in Significant Other Significant Active Markets for Observable Unobservable Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Assets: Cash equivalents: Money market funds $ 28,352 $ — $ — $ 28,352 Total cash equivalents 28,352 — — 28,352 Equity securities 161 — — 161 Total financial assets $ 28,513 $ — $ — $ 28,513 Liabilities: Contingent consideration under RPAs, AAAs and CPPAs, measured at fair value $ — $ — $ 1,000 $ 1,000 |
Lease Agreement (Tables)
Lease Agreement (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Lease Agreement | |
Schedule of maturity of future rent payments associated with new lease | The following table summarizes maturity of the new lease through the 65-month term of the Company’s operating lease liabilities as of March 31, 2024 (in thousands): Year Rent Payments 2024 (excluding the three months ended March 31, 2024) $ 60 2025 85 2026 88 2027 91 2028 102 Thereafter 36 Total undiscounted lease payments 462 Present value adjustment (88) Total net lease liability $ 374 |
Schedule of cost components of operating leases | The following table summarizes the cost components of the Company’s operating leases for the three months ended March 31, 2024 and 2023 (in thousands): Three Months Ended March 31, 2024 2023 Lease costs: Operating lease cost $ 22 $ 48 Variable lease cost (1) (2) 5 Total lease costs $ 20 $ 53 (1) Under the terms of the original, amended and new 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 negative balance for the period ended March 31, 2024 was due to the lessor’s reconciliation of variable lease costs from which a credit was due to the Company. |
Summary of supplemental cash flow information related to operating leases | The following information represents supplemental disclosure for the condensed consolidated statements of cash flows related to operating leases (in thousands): Three Months Ended March 31, 2024 2023 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows under operating leases $ 23 $ 52 |
Schedule of present value assumptions used in calculating the present value of lease payments | The following information represents supplemental disclosure for the condensed consolidated statements of cash flows related to operating leases (in thousands): March 31, December 31, 2024 2023 Weighted-average remaining lease term 5.08 years 5.33 years Weighted-average discount rate 8.50 % 8.50 % |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Long-Term Debt | |
Schedule of long-term debt | The following table summarizes the impact of the initial term loan on the Company’s condensed consolidated balance sheet as of March 31, 2024 (in thousands): March 31, 2024 Gross principal $ 130,000 Principal repayments (3,616) Unaccreted debt discount and debt issuance costs (5,712) Total carrying value net of principal repayments, unaccreted debt discount and debt issuance costs 120,672 Less: current portion of long-term debt (6,144) Long-term debt $ 114,528 |
Schedule of projected future principal payments of initial term loan | Aggregate projected future principal payments of the initial term loan as of March 31, 2024, are as follows (in thousands): Year Ending December 31, Payments 2024 (excluding the three months ended March 31, 2024) $ 3,588 2025 10,246 2026 15,404 2027 19,609 2028 23,585 Thereafter 53,952 Total payments $ 126,384 |
Schedule of interest expense | Interest expense in the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2024 relates to the initial term loan (in thousands): Three Months Ended March 31, 2024 2023 Accrued interest expense $ 3,245 $ — Accretion of debt discount and debt issuance costs 306 — Total interest expense $ 3,551 $ — |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Common Stock Warrants | |
Summary of Common Stock Warrants Outstanding | Exercise Price March 31, December 31, Issuance Date Expiration Date Balance Sheet Classification per Share 2024 2023 May 2018 May 2028 Stockholders’ equity $ 23.69 6,332 6,332 March 2019 March 2029 Stockholders’ equity $ 14.71 4,845 4,845 December 2023 December 2033 Stockholders’ equity $ 35.00 40,000 40,000 December 2023 December 2033 Stockholders’ equity $ 42.50 40,000 40,000 December 2023 December 2033 Stockholders’ equity $ 50.00 40,000 40,000 131,177 131,177 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Stock Based Compensation | |
Schedule of stock option activity | Weighted Weighted Average Average Aggregate Exercise Contractual Intrinsic Number of Price Remaining Term Value shares Per Share (in years) (in thousands) Outstanding at January 1, 2024 2,730,068 $ 20.88 6.29 $ 10,638 Granted — — Exercised (134,959) 4.61 Forfeited, expired or cancelled (26,014) 178.20 Outstanding at March 31, 2024 2,569,095 $ 20.15 6.27 $ 17,723 Exercisable at March 31, 2024 2,009,056 $ 19.12 5.60 $ 16,131 |
Schedule of grant date fair values of PSUs granted | The range of grant date fair values of the PSUs granted in 2023 was estimated as follows: Derived Hurdle Price Number of Fair Value Service Period Per PSU PSUs Per Share (in years) $ 30.00 243,550 $ 11.42-17.45 0.69-2.59 $ 35.00 91,239 $ 10.16-16.07 0.93-2.59 $ 40.00 60,024 $ 9.07-14.84 1.12-2.59 $ 45.00 53,787 $ 8.12-13.72 1.27-2.59 448,600 The grant date fair values of the PSUs granted in January 2024 was estimated as follows: Derived Hurdle Price Number of Fair Value Service Period Per Share PSUs Per Share (in years) $ 30.00 160,078 $ 18.42 0.74 $ 35.00 53,350 $ 17.24 0.96 $ 40.00 32,835 $ 16.14 1.15 $ 45.00 28,737 $ 15.13 1.31 275,000 |
Schedule of performance shares, outstanding activity | Weighted Average Grant Date Number of Fair Value Unvested PSUs Per Share Unvested balance at January 1, 2024 448,600 $ 15.40 Granted 275,000 17.58 Vested — — Forfeited — — Unvested balance at March 31, 2024 723,600 $ 16.23 |
Summary of stock-based compensation expense | The following table shows total stock-based compensation expense for stock options, PSUs and ESPP in the condensed consolidated statements of operations and comprehensive loss (in thousands): Three Months Ended March 31, 2024 2023 Total stock-based compensation expense included in G&A $ 2,856 $ 1,570 |
Capital Stock (Tables)
Capital Stock (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Capital Stock | |
Schedule of declared and paid cash dividends | Series A Preferred Stock Series B Depositary Share Cash Dividend Declared Cash Dividend Declared Dividend Declaration Date ($ per share) ($ per share) Dividend Payment Date October 18, 2023 $ 0.53906 $ 0.52344 January 15, 2024 February 21, 2024 $ 0.53906 $ 0.52344 April 15, 2024 |
Summary of Common Stock Warrants Outstanding | Exercise Price March 31, December 31, Issuance Date Expiration Date Balance Sheet Classification per Share 2024 2023 May 2018 May 2028 Stockholders’ equity $ 23.69 6,332 6,332 March 2019 March 2029 Stockholders’ equity $ 14.71 4,845 4,845 December 2023 December 2033 Stockholders’ equity $ 35.00 40,000 40,000 December 2023 December 2033 Stockholders’ equity $ 42.50 40,000 40,000 December 2023 December 2033 Stockholders’ equity $ 50.00 40,000 40,000 131,177 131,177 |
Description of Business - Liqui
Description of Business - Liquidity (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Description of Business | ||||
Cash, cash equivalents and restricted cash | $ 142,401 | $ 159,550 | $ 44,300 | $ 57,826 |
Cash and cash equivalents | 136,225 | 153,290 | ||
Restricted cash | 6,176 | 6,260 | ||
Short-term restricted cash | 160 | 160 | ||
Long-term restricted cash | $ 6,016 | $ 6,100 | ||
Substantial Doubt about Going Concern, within One Year | false |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jul. 01, 2027 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 15, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Cash, Cash Equivalents and Restricted Cash | ||||||
Cash and cash equivalents | $ 136,225 | $ 153,290 | ||||
Restricted cash | 6,176 | 6,260 | ||||
Total cash, cash equivalents and restricted cash | 142,401 | 159,550 | $ 44,300 | $ 57,826 | ||
Cash | 1,500 | 124,900 | ||||
Cash equivalents | 134,700 | 28,400 | ||||
Short-term restricted cash | 160 | 160 | ||||
Long-term restricted cash | $ 6,016 | $ 6,100 | ||||
Cash reserve accounts | ||||||
Cash, Cash Equivalents and Restricted Cash | ||||||
Restricted cash | $ 6,300 | |||||
Cash reserve account, Interest and administrative fees | ||||||
Cash, Cash Equivalents and Restricted Cash | ||||||
Restricted cash | 5,800 | |||||
Cash reserve account, Interest and administrative fees | Forecast | ||||||
Cash, Cash Equivalents and Restricted Cash | ||||||
Additional amount of cash required to fund reserve account | $ 800 | |||||
Cash reserve account, Operating expenses | ||||||
Cash, Cash Equivalents and Restricted Cash | ||||||
Restricted cash | $ 500 |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies - Income Taxes and Share Repurchases (Details) $ in Millions | Mar. 31, 2024 USD ($) |
Basis of Presentation and Significant Accounting Policies | |
Income tax penalties or interest charged | $ 0 |
Treasury stock (in dollars) | $ 0 |
Basis of Presentation and Sig_6
Basis of Presentation and Significant Accounting Policies - Concentration of Risk (Details) $ in Millions | 3 Months Ended | ||
Dec. 31, 2023 customer | Mar. 31, 2024 USD ($) customer | Mar. 31, 2023 customer | |
Concentration of Risk | |||
Trade receivables | $ | $ 0 | ||
Customer Concentration Risk | Revenues | |||
Concentration of Risk | |||
Number of major partners | 2 | ||
Customer Concentration Risk | Revenues | Partner 1 | |||
Concentration of Risk | |||
Number of major partners | 1 | ||
Concentration risk (as a percent) | 67% | 100% | |
Customer Concentration Risk | Revenues | Partner 2 | |||
Concentration of Risk | |||
Concentration risk (as a percent) | 33% | ||
Credit Concentration Risk | Trade Receivables | Partner 1 | |||
Concentration of Risk | |||
Number of major partners | 1 | ||
Concentration risk (as a percent) | 100% |
Consolidated Financial Statemen
Consolidated Financial Statements Details - Equity Securities (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Equity Securities | |||
Short-term equity securities | $ 413 | $ 161 | |
Gain (loss) recognized due to change in fair value of investment | 252 | $ (24) | |
Rezolute | |||
Equity Securities | |||
Short-term equity securities | 400 | $ 200 | |
Gain (loss) recognized due to change in fair value of investment | $ 300 | $ (24) |
Consolidated Financial Statem_2
Consolidated Financial Statements Details - Accrued and Other Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accrued and other liabilities | ||
Accrued incentive compensation | $ 397 | $ 1,203 |
Accrued legal and accounting fees | 674 | 791 |
Accrued payroll, severance and retention costs | 128 | 149 |
Other accrued liabilities | 100 | 625 |
Total | $ 1,299 | $ 2,768 |
Condensed Consolidated Financ_3
Condensed Consolidated Financial Statements Details - Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator | ||
Net Income (Loss) | $ (8,595) | $ (9,813) |
Less: accumulated dividends | (1,368) | (1,368) |
Net loss attributable to common stockholders, basic | (9,963) | (11,181) |
Net loss attributable to common stockholders, diluted | $ (9,963) | $ (11,181) |
Denominator | ||
Weighted average shares used in computing basic net loss per share attributable to common stockholders (in shares) | 11,580 | 11,460 |
Weighted average shares used in computing diluted net loss per share attributable to common stockholders (in shares) | 11,580 | 11,460 |
Basic net loss per share attributable to common stockholders (in dollars per share) | $ (0.86) | $ (0.98) |
Diluted net loss per share attributable to common stockholders (in dollars per share) | $ (0.86) | $ (0.98) |
8.625% Series A Cumulative, Perpetual Preferred Stock | ||
Numerator | ||
Less: accumulated dividends | $ (530) | $ (530) |
8.375% Series B Cumulative, Perpetual Preferred Stock | ||
Numerator | ||
Less: accumulated dividends | $ (838) | $ (838) |
Condensed Consolidated Financ_4
Condensed Consolidated Financial Statements Details - Outstanding Securities Considered Anti-Dilutive (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share | ||
Antidilutive securities excluded from computation of net loss per share (in shares) | 6,506,000 | 6,557,000 |
Performance Stock Unit Awards | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share | ||
Shares issuable based on market price | 0 | |
Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share | ||
Stock price (in dollars per share) | $ 24.05 | |
Convertible preferred stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share | ||
Antidilutive securities excluded from computation of net loss per share (in shares) | 5,003,000 | 5,003,000 |
Employee Stock Option | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share | ||
Antidilutive securities excluded from computation of net loss per share (in shares) | 1,372,000 | 1,548,000 |
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) | 131,000 | 6,000 |
Licensing and Other Arrangeme_2
Licensing and Other Arrangements - Takeda (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 209 Months Ended | ||
Nov. 01, 2006 | Feb. 28, 2009 | Mar. 31, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | |
Licensing and other arrangements | |||||
Revenue from contracts with customers | $ 1,000 | ||||
Takeda Pharmaceutical Company Limited | Collaboration Agreement | |||||
Licensing and other arrangements | |||||
Maximum milestone payments entitled to receive | 16,000 | $ 16,000 | |||
Revenue from contracts with customers | 3,000 | ||||
Contract assets | 0 | 0 | $ 0 | ||
Contract liabilities | 0 | 0 | 0 | ||
Capitalized contract costs | $ 0 | $ 0 | $ 0 | ||
Takeda Pharmaceutical Company Limited | Collaboration Agreement | TAK-079 and TAK-169 | |||||
Licensing and other arrangements | |||||
Maximum milestone payments entitled to receive | $ 19,000 | ||||
Minimum period eligible to receive royalties | 13 years 6 months | ||||
Royalty payment period from the first commercial sale of each royalty-bearing discovery product | 12 years | ||||
Takeda Pharmaceutical Company Limited | Collaboration Agreement | Other antibodies | |||||
Licensing and other arrangements | |||||
Maximum eligible milestone payments receivable per discovery product candidate | $ 3,300 | ||||
Minimum period eligible to receive royalties | 10 years |
Licensing and Other Arrangeme_3
Licensing and Other Arrangements - Rezolute (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 35 Months Ended | ||||
Dec. 06, 2017 USD ($) | Jan. 31, 2022 USD ($) | Oct. 31, 2020 | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Oct. 31, 2020 USD ($) shares | Dec. 31, 2023 USD ($) | |
Licensing and other arrangements | |||||||
Revenue recognized | $ 1,000 | ||||||
Rezolute | |||||||
Licensing and other arrangements | |||||||
Reverse stock split | 0.02 | ||||||
Rezolute | License Agreement and Common Stock Purchase Agreement | |||||||
Licensing and other arrangements | |||||||
Payments received upon achievement of financing activities | $ 6,000 | ||||||
Installment payments received | $ 8,500 | ||||||
Number of shares received | shares | 161,861 | ||||||
Rezolute | License Agreement | |||||||
Licensing and other arrangements | |||||||
Percentage of decrease in future royalty obligations | 20% | ||||||
Agreement termination prior written notice period | 90 days | ||||||
License agreement consideration received | $ 0 | ||||||
Revenue recognized | 0 | $ 0 | |||||
Contract assets | 0 | $ 0 | |||||
Contract liabilities | 0 | 0 | |||||
Capitalized contract costs | $ 0 | $ 0 | |||||
Rezolute | License Agreement, RZ358 | |||||||
Licensing and other arrangements | |||||||
Maximum milestone payments entitled to receive | $ 232,000 | ||||||
Minimum period eligible to receive royalties | 12 years | ||||||
Revenue recognized | $ 2,000 | ||||||
Rezolute | License Agreement, Non-RZ358 products | |||||||
Licensing and other arrangements | |||||||
Minimum period eligible to receive royalties | 12 years |
Licensing and Other Arrangeme_4
Licensing and Other Arrangements - Janssen (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Aug. 31, 2019 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2019 | Dec. 31, 2024 | Dec. 31, 2023 | |
Licensing and other arrangements | ||||||
Revenue from contracts with customers | $ 1,000 | |||||
Janssen | License Agreement | ||||||
Licensing and other arrangements | ||||||
Cash payment received | $ 2,500 | |||||
Maximum eligible milestone payments receivable per discovery product candidate | $ 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 | $ 0 | ||||
Contract liabilities | $ 0 | $ 0 | ||||
Capitalized contract costs | $ 0 | $ 0 |
Licensing and Other Arrangeme_5
Licensing and Other Arrangements - Novartis - NIS793 (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Sep. 30, 2015 USD ($) item | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2017 USD ($) | Dec. 31, 2015 USD ($) | Dec. 31, 2023 USD ($) | |
Licensing and other arrangements | ||||||
Revenue from contracts with customers | $ 1,000 | |||||
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 | $ 37,000 | |||||
Revenue from contracts with customers | 0 | $ 0 | $ 10,000 | $ 37,000 | ||
Maximum milestone payments entitled to receive | $ 480,000 | |||||
Minimum period eligible to receive royalties | 10 years | |||||
Contract assets | 0 | $ 0 | ||||
Contract liabilities | 0 | 0 | ||||
Capitalized contract costs | $ 0 | $ 0 |
Licensing and Other Arrangeme_6
Licensing and Other Arrangements - Novartis - VPM087 (Details) $ / shares in Units, $ in Thousands, € in Millions | 3 Months Ended | 12 Months Ended | ||||
Aug. 24, 2017 USD ($) item agreement $ / shares shares | Aug. 24, 2017 EUR (€) item agreement shares | Mar. 31, 2024 USD ($) $ / shares | Mar. 31, 2023 USD ($) | Dec. 31, 2017 USD ($) | Dec. 31, 2023 USD ($) | |
Licensing and other arrangements | ||||||
Revenue from contracts with customers | $ 1,000 | |||||
Common Stock | ||||||
Licensing and other arrangements | ||||||
Stock price (in dollars per share) | $ / shares | $ 24.05 | |||||
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 agreements | agreement | 2 | 2 | ||||
Number of arrangements | item | 1 | 1 | ||||
Number of performance obligations | item | 2 | 2 | ||||
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 | € 12 | ||||
Proceeds from issuance of common stock | 5,000 | |||||
Common stock premium | 200 | |||||
Maximum milestone payments entitled to receive | $ 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 | |||||
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_7
Licensing and Other Arrangements - Sale of Future Revenue Streams (Details) $ in Thousands | 3 Months Ended | |||
Dec. 21, 2016 USD ($) agreement period | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Licensing and other arrangements | ||||
Unearned revenue recognized under units-of-revenue method | $ (490) | $ (437) | ||
Revenue recognized under units-of-revenue method | 490 | 437 | ||
Unearned revenue recognized under units-of-revenue method, current | 2,159 | $ 2,113 | ||
Unearned revenue recognized under units-of-revenue method, noncurrent | 6,692 | 7,228 | ||
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 | $ 500 | $ 400 | ||
Unearned revenue recognized under units-of-revenue method, current | 2,100 | |||
Unearned revenue recognized under units-of-revenue method, noncurrent | $ 7,200 | |||
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 and Commercial Paymen_3
Royalty and Commercial Payment Purchase Agreements - Summary (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Royalty and Commercial Payment Purchase Agreements | ||
Short-term royalty and commercial payment receivables | $ 9,819 | $ 14,215 |
Long-term royalty and commercial payment receivables | $ 65,577 | $ 57,952 |
Royalty and Commercial Paymen_4
Royalty and Commercial Payment Purchase Agreements - Talphera (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |||
Jan. 12, 2024 | Apr. 30, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Agreements | |||||
Payments of consideration under RPAs, AAAs and CPPAs | $ 15,000 | $ 9,600 | |||
Receipts under RPAs, AAAs and CPPAs | 7,771 | $ 2,366 | |||
Short-term royalty and commercial payment receivables | 9,819 | $ 14,215 | |||
Talphera | Commercial Payment Purchase Agreement | |||||
Agreements | |||||
Threshold amount for royalties and milestones | $ 20,000 | ||||
Payments of consideration under RPAs, AAAs and CPPAs | $ 8,000 | ||||
Receipts under RPAs, AAAs and CPPAs | 25 | ||||
Short-term royalty and commercial payment receivables | 0 | ||||
Amount of allowance for credit losses | $ 0 | ||||
Talphera | Commercial Payment Purchase Agreement | All customers excluding DoD | |||||
Agreements | |||||
Royalties and milestones entity has the right to receive as a percentage counterparty is entitled to receive (as a percent) | 100% | ||||
Royalty percentage entity has the right to fully retain | 15% | ||||
Talphera | Commercial Payment Purchase Agreement | DoD | |||||
Agreements | |||||
Royalties and milestones entity has the right to receive as a percentage counterparty is entitled to receive (as a percent) | 100% | ||||
Royalties shared equally with counterparty (as a percent) | 75% | ||||
Talphera | Alora Pharmaceuticals | Asset Purchase Agreement and Marketing Agreement | |||||
Agreements | |||||
Maximum milestone payments entitled to receive | $ 116,500 | ||||
Talphera | Alora Pharmaceuticals | Asset Purchase Agreement and Marketing Agreement | All customers excluding DoD | |||||
Agreements | |||||
Royalties entity has right to receive (as a percent) | 15% | 15% | |||
Talphera | Alora Pharmaceuticals | Asset Purchase Agreement and Marketing Agreement | DoD | |||||
Agreements | |||||
Royalties entity has right to receive (as a percent) | 75% | 75% |
Royalty and Commercial Paymen_5
Royalty and Commercial Payment Purchase Agreements - LadRx (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Jan. 11, 2024 | Jun. 21, 2023 | Jan. 31, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Agreements | ||||||
Payments of consideration under RPAs, AAAs and CPPAs | $ 15,000,000 | $ 9,600,000 | ||||
Contingent consideration under RPAs, AAAs and CPPAs | 3,000,000 | $ 7,000,000 | ||||
LadRx | Assignment and Assumption Agreement and Royalty Purchase Agreement | ||||||
Agreements | ||||||
Payments of consideration under RPAs, AAAs and CPPAs | $ 1,000,000 | $ 5,000,000 | $ 1,000,000 | 1,000,000 | ||
Maximum regulatory and commercial sales milestone payments | 6,000,000 | |||||
Maximum commercial sales milestone payments | 1,000,000 | |||||
Acquisition of royalty and commercial payment receivables, Long-Term | 6,000,000 | |||||
Amount of allowance for credit losses | 0 | 0 | ||||
LadRx | Assignment and Assumption Agreement and Royalty Purchase Agreement | Regulatory milestones | ||||||
Agreements | ||||||
Contingent consideration, high-end of range | 5,000,000 | |||||
Contingent consideration under RPAs, AAAs and CPPAs | 1,000,000 | $ 0 | $ 1,000,000 | |||
LadRx | Assignment and Assumption Agreement and Royalty Purchase Agreement | Arimoclomol | ||||||
Agreements | ||||||
Maximum potential regulatory and commercial milestone payments, net | 52,500,000 | |||||
Maximum payment obligations based on a portion of regulatory and commercial milestone payments | 9,500,000 | |||||
LadRx | Assignment and Assumption Agreement and Royalty Purchase Agreement | Aldoxorubicin | ||||||
Agreements | ||||||
Maximum potential regulatory and commercial milestone payments, net | $ 342,700,000 |
Royalty and Commercial Paymen_6
Royalty and Commercial Payment Purchase Agreements - Aptevo (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Mar. 29, 2023 | Jun. 30, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Agreements | |||||
Payments of consideration under RPAs, AAAs and CPPAs | $ 15,000,000 | $ 9,600,000 | |||
Contingent consideration under RPAs, AAAs and CPPAs | 3,000,000 | $ 7,000,000 | |||
Receipts under RPAs, AAAs and CPPAs | 7,771,000 | $ 2,366,000 | |||
Short-term royalty and commercial payment receivables | 9,819,000 | 14,215,000 | |||
Aptevo | Commercial Payment Purchase Agreement | |||||
Agreements | |||||
Maximum milestone payments entitled to receive | $ 5,300,000 | ||||
Acquisition of royalty and commercial payment receivables, Long-Term | 9,700,000 | ||||
Payments of consideration under RPAs, AAAs and CPPAs | 9,600,000 | $ 50,000 | |||
Maximum commercial sales milestone payments | 50,000 | ||||
Commercial payments attributable to net sales threshold | 500,000 | ||||
Contingent consideration under RPAs, AAAs and CPPAs | $ 50,000 | ||||
Receipts under RPAs, AAAs and CPPAs | 400,000 | 1,700,000 | |||
Short-term royalty and commercial payment receivables | 2,000,000 | ||||
Amount of allowance for credit losses | $ 0 | $ 0 | |||
Aptevo | Commercial Payment Purchase Agreement | Minimum | |||||
Agreements | |||||
Receipts under RPAs, AAAs and CPPAs | $ 500,000 |
Royalty and Commercial Paymen_7
Royalty and Commercial Payment Purchase Agreements - Agenus (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | |||
Sep. 20, 2018 USD ($) product | Nov. 30, 2020 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Agreements | |||||
Payments of consideration under RPAs, AAAs and CPPAs | $ 15,000 | $ 9,600 | |||
Short-term royalty and commercial payment receivables | 9,819 | $ 14,215 | |||
Royalty Purchase Agreement | Merck Immuno-Oncology Product | Agenus | |||||
Agreements | |||||
Amount of milestone payments earned under agreement | $ 10,000 | ||||
Agenus | Royalty Purchase Agreement | |||||
Agreements | |||||
Payments of consideration under RPAs, AAAs and CPPAs | $ 15,000 | ||||
Acquisition of royalty and commercial payment receivables, Long-Term | $ 15,000 | ||||
Amount of allowance for credit losses | $ 0 | $ 0 | |||
Agenus | Royalty Purchase Agreement | Incyte Immuno-Oncology Assets | |||||
Agreements | |||||
Royalties entity has right to receive (as a percent) | 33% | ||||
Number of licensed products related to milestone and royalties | product | 6 | ||||
Milestone payments entity has right to receive (as a percent) | 10% | ||||
Agenus | Royalty Purchase Agreement | Merck Immuno-Oncology Product | |||||
Agreements | |||||
Royalties entity has right to receive (as a percent) | 33% | ||||
Milestone payments entity has right to receive (as a percent) | 10% | ||||
Purchased eligible milestone payments receivable upon achievement of potential development, regulatory and commercial milestones | $ 59,500 | ||||
Amount of milestone payments earned under agreement | 1,000 | ||||
Reduction in long-term royalty receivable balance due to receipt of payment | $ 1,000 |
Royalty and Commercial Paymen_8
Royalty and Commercial Payment Purchase Agreements - Aronora (Details) | 1 Months Ended | 3 Months Ended | |||
Apr. 07, 2019 USD ($) item | Sep. 30, 2019 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Agreements | |||||
Payments of consideration under RPAs, AAAs and CPPAs | $ 15,000,000 | $ 9,600,000 | |||
Contingent consideration under RPAs, AAAs and CPPAs | 3,000,000 | $ 7,000,000 | |||
Short-term royalty and commercial payment receivables | 9,819,000 | 14,215,000 | |||
Aronora | Royalty Purchase Agreement | |||||
Agreements | |||||
Number of drug candidates | item | 5 | ||||
Non-royalties to be received (as a percent) | 10% | ||||
Future non-royalty payments to be received (as a percent) | 5% | ||||
Multiplier for cumulative amount of consideration paid | 2 | ||||
Payments of consideration under RPAs, AAAs and CPPAs | $ 6,000,000 | $ 3,000,000 | |||
Threshold amount of cumulative royalties on net sales per product | 250,000,000 | ||||
Maximum royalty milestone payments to be paid per product | 85,000,000 | ||||
Acquisition of royalty and commercial payment receivables, Long-Term | 9,000,000 | ||||
Contingent consideration under RPAs, AAAs and CPPAs | 3,000,000 | ||||
Amount of allowance for credit losses | $ 0 | $ 0 | |||
Aronora | Royalty Purchase Agreement | Minimum | |||||
Agreements | |||||
Threshold amount of cumulative royalties on net sales per product | 25,000,000 | ||||
Aronora | Royalty Purchase Agreement | SVB Loan | |||||
Agreements | |||||
Payments of consideration under RPAs, AAAs and CPPAs | $ 3,000,000 | ||||
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 entity has right to receive (as a percent) | 100% | ||||
Non-royalties to be received (as a percent) | 10% | ||||
Contingent future cash payment for each product | $ 1,000,000 | ||||
Aronora | Royalty Purchase Agreement | Bayer Products | Maximum | |||||
Agreements | |||||
Contingent consideration under RPAs, AAAs and CPPAs | $ 3,000,000 | ||||
Aronora | Royalty Purchase Agreement | Non-Bayer Products | |||||
Agreements | |||||
Number of drug candidates | 2 | ||||
Non-royalties to be received (as a percent) | 10% |
Royalty and Commercial Paymen_9
Royalty and Commercial Payment Purchase Agreements - Palobiofarma (Details) $ in Thousands | 3 Months Ended | |||
Sep. 26, 2019 USD ($) item | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Agreements | ||||
Payments of consideration under RPAs, AAAs and CPPAs | $ 15,000 | $ 9,600 | ||
Long-term royalty and commercial payment receivables | 65,577 | $ 57,952 | ||
Short-term royalty and commercial payment receivables | 9,819 | 14,215 | ||
Palo | Royalty Purchase Agreement | ||||
Agreements | ||||
Number of drug candidates | item | 6 | |||
Payments of consideration under RPAs, AAAs and CPPAs | $ 10,000 | |||
Long-term royalty and commercial payment receivables | $ 10,000 | |||
Amount of allowance for credit losses | $ 0 | $ 0 |
Royalty and Commercial Payme_10
Royalty and Commercial Payment Purchase Agreements - Viracta (Details) $ in Thousands | 3 Months Ended | ||||
Oct. 30, 2023 USD ($) | Mar. 22, 2021 USD ($) item | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Agreements | |||||
Payments of consideration under RPAs, AAAs and CPPAs | $ 15,000 | $ 9,600 | |||
Short-term royalty and commercial payment receivables | 9,819 | $ 14,215 | |||
Viracta | Royalty Purchase Agreement | |||||
Agreements | |||||
Number of drug candidates | item | 2 | ||||
Payments of consideration under RPAs, AAAs and CPPAs | $ 13,500 | ||||
Maximum amount of potential milestones, potential royalties on sales and other payments receivable | 54,000 | ||||
Amount of maximum consideration retained | 5,000 | ||||
Maximum amount of potential regulatory and commercial milestones receivable | 57,000 | ||||
Acquisition of royalty and commercial payment receivables, Long-Term | $ 13,500 | ||||
Amount of milestone payments earned under agreement | $ 5,000 | ||||
Reduction in long-term royalty receivable balance due to receipt of payment | $ 5,000 | ||||
Amount of allowance for credit losses | $ 0 | $ 0 |
Royalty and Commercial Payme_11
Royalty and Commercial Payment Purchase Agreements - Kuros (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Jul. 14, 2021 | Jul. 31, 2022 | May 31, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Agreements | ||||||
Payments of consideration under RPAs, AAAs and CPPAs | $ 15,000 | $ 9,600 | ||||
Short-term royalty and commercial payment receivables | 9,819 | $ 14,215 | ||||
Receipts under RPAs, AAAs and CPPAs | 7,771 | $ 2,366 | ||||
Long-term royalty and commercial payment receivables | 65,577 | 57,952 | ||||
Kuros | Royalty Purchase Agreement | ||||||
Agreements | ||||||
Royalties entity has right to receive (as a percent) | 100% | |||||
Pre-commercial milestone payments, maximum | $ 25,500 | |||||
Payments of consideration under RPAs, AAAs and CPPAs | 7,000 | |||||
Maximum commercial sales milestone payments | 142,500 | |||||
Acquisition of royalty and commercial payment receivables, Long-Term | $ 7,000 | |||||
Milestone payment received by Kuros | $ 5,000 | |||||
Percentage of milestone payment received by Kuros that company is entitled to receive | 50% | |||||
Reduction in long-term royalty receivable balance due to receipt of payment | $ 2,500 | |||||
Amount of allowance for credit losses | $ 0 | $ 0 |
Royalty and Commercial Payme_12
Royalty and Commercial Payment Purchase Agreements - Affitech (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Oct. 06, 2021 | Jan. 31, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Agreements | |||||
Payments of consideration under RPAs, AAAs and CPPAs | $ 15,000,000 | $ 9,600,000 | |||
Contingent consideration under RPAs, AAAs and CPPAs | 3,000,000 | $ 7,000,000 | |||
Receipts under RPAs, AAAs and CPPAs | 7,771,000 | $ 2,366,000 | |||
Short-term royalty and commercial payment receivables | 9,819,000 | $ 14,215,000 | |||
Affitech | |||||
Agreements | |||||
Reduction in short-term royalty receivable balance due to receipt of payment | 7,396,000 | ||||
Recognition of contingent consideration, Short-Term | 3,000,000 | ||||
Affitech | Commercial Payment Purchase Agreement | |||||
Agreements | |||||
Payments of consideration under RPAs, AAAs and CPPAs | $ 6,000,000 | 6,000,000 | |||
Period from each royalty payment date payment is due | 60 days | ||||
Maximum regulatory and commercial sales milestone payments | 20,000,000 | ||||
Acquisition of royalty and commercial payment receivables, Long-Term | 14,000,000 | ||||
Maximum commercial sales milestone payments | $ 12,000,000 | 3,000,000 | |||
Receipts under RPAs, AAAs and CPPAs | 7,400,000 | ||||
Short-term royalty and commercial payment receivables | 7,800,000 | $ 12,200,000 | |||
Recognition of contingent consideration, Short-Term | 3,000,000 | ||||
Recognition of contingent consideration, Long-Term | 6,000,000 | ||||
Amount of allowance for credit losses | 0 | 0 | |||
Affitech | Commercial Payment Purchase Agreement | Faricimab (VABYSMO) | |||||
Agreements | |||||
Payments eligible to receive (as a percent) | 0.50% | ||||
Commercial payment receivable term | 10 years | ||||
Affitech | Commercial Payment Purchase Agreement | Faricimab (VABYSMO) | United States | |||||
Agreements | |||||
Payments of consideration under RPAs, AAAs and CPPAs | $ 5,000,000 | ||||
Affitech | Commercial Payment Purchase Agreement | Faricimab (VABYSMO) | Europe | |||||
Agreements | |||||
Payments of consideration under RPAs, AAAs and CPPAs | $ 3,000,000 | ||||
Affitech | Commercial Payment Purchase Agreement | Regulatory milestones | |||||
Agreements | |||||
Contingent consideration under RPAs, AAAs and CPPAs | $ 8,000,000 | ||||
Affitech | Commercial Payment Purchase Agreement | Sales-based milestones, first and second | |||||
Agreements | |||||
Contingent consideration under RPAs, AAAs and CPPAs | 0 | $ 6,000,000 | |||
Affitech | Commercial Payment Purchase Agreement | Sales-based milestones, third | |||||
Agreements | |||||
Contingent consideration under RPAs, AAAs and CPPAs | 3,000,000 | ||||
Short-term royalty and commercial payment receivables | $ 3,000,000 |
Royalty and Commercial Payme_13
Royalty and Commercial Payment Purchase Agreements - Summary of Royalty Receivable Activities (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Agreements | |
Short-term royalty receivable, Balance as of beginning of period | $ 14,215 |
Short-term royalty receivable, Balance as of end of period | 9,819 |
Long-term royalty receivable, Balance as of beginning of period | 57,952 |
Long-term royalty receivable, Balance as of end of period | 65,577 |
Talphera | |
Agreements | |
Acquisition of royalty and commercial payment receivables, Long-Term | 8,000 |
Receipt of royalty and commercial payments, Long-Term | (25) |
Affitech | |
Agreements | |
Receipt of royalty and commercial payments, Short-Term | (7,396) |
Recognition of contingent consideration, Short-Term | 3,000 |
Aptevo | |
Agreements | |
Receipt of royalty and commercial payments, Short-Term | (350) |
Reclassification to short-term royalty and commercial payment receivables, Short-Term | 350 |
Reclassification to short-term royalty and commercial payment receivables, Long-Term | $ (350) |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Carried at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Assets: | ||
Cash equivalents | $ 134,729 | $ 28,352 |
Equity securities | 413 | 161 |
Total financial assets | 135,142 | 28,513 |
Liabilities: | ||
Contingent consideration under RPAs, AAAs and CPPAs, measured at fair value | 1,000 | |
Money market funds | ||
Assets: | ||
Cash equivalents | 134,729 | 28,352 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Cash equivalents | 134,729 | 28,352 |
Equity securities | 413 | 161 |
Total financial assets | 135,142 | 28,513 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market funds | ||
Assets: | ||
Cash equivalents | $ 134,729 | 28,352 |
Significant Unobservable Inputs (Level 3) | ||
Liabilities: | ||
Contingent consideration under RPAs, AAAs and CPPAs, measured at fair value | $ 1,000 |
Fair Value Measurements - Equit
Fair Value Measurements - Equity Securities (Details) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Closing common stock price | Rezolute | ||
Fair Value Measurements | ||
Valuation assumptions, measurement input | 2.55 | 0.99 |
Fair Value Measurements - Conti
Fair Value Measurements - Contingent Consideration (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Jan. 11, 2024 | Jun. 21, 2023 | Jan. 31, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Fair Value Measurements | ||||||
Contingent consideration under RPAs, AAAs and CPPAs | $ 3,000,000 | $ 7,000,000 | ||||
Payments of consideration under RPAs, AAAs and CPPAs | 15,000,000 | $ 9,600,000 | ||||
LadRx | Assignment and Assumption Agreement and Royalty Purchase Agreement | ||||||
Fair Value Measurements | ||||||
Payments of consideration under RPAs, AAAs and CPPAs | $ 1,000,000 | $ 5,000,000 | $ 1,000,000 | 1,000,000 | ||
LadRx | Assignment and Assumption Agreement and Royalty Purchase Agreement | Regulatory milestones | ||||||
Fair Value Measurements | ||||||
Contingent consideration under RPAs, AAAs and CPPAs | $ 1,000,000 | $ 0 | $ 1,000,000 |
Lease Agreement - Leased facili
Lease Agreement - Leased facilities (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | |||
Jan. 31, 2023 USD ($) | Mar. 31, 2024 USD ($) facility | Dec. 31, 2023 USD ($) | Nov. 30, 2023 | Nov. 10, 2022 USD ($) | |
Leases | |||||
Operating leases, number of leased facilities | facility | 1 | ||||
Operating lease right-of-use assets | $ 364 | $ 378 | |||
Operating lease liabilities | 374 | 400 | |||
Current operating lease liabilities | 55 | 54 | |||
Non-current operating lease liabilities | $ 319 | $ 335 | |||
Leased facilities, Emeryville, California, with lease expiration of July 31, 2023 | |||||
Leases | |||||
Period of lease extension | 5 months | ||||
Existence of option to extend | false | ||||
Adjustment to right of use asset for lease modification | $ 100 | ||||
Leased facilities, Emeryville, California, different location than previous lease | |||||
Leases | |||||
Lease term | 65 months | 65 months | |||
Operating lease right-of-use assets | $ 400 | ||||
Operating lease liabilities | $ 400 |
Lease Agreement - Maturity of l
Lease Agreement - Maturity of lease liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Lease Agreement | ||
2024 (excluding the three months ended March 31, 2024) | $ 60 | |
2025 | 85 | |
2026 | 88 | |
2027 | 91 | |
2028 | 102 | |
Thereafter | 36 | |
Total undiscounted lease payments | 462 | |
Present value adjustment | (88) | |
Total net lease liability | 374 | $ 400 |
Current operating lease liabilities | 55 | 54 |
Non-current operating lease liabilities | $ 319 | $ 335 |
Lease Agreement - Lease costs (
Lease Agreement - Lease costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Lease costs | ||
Operating lease cost | $ 22 | $ 48 |
Variable lease cost | 5 | |
Variable lease cost, net | (2) | |
Total lease costs | $ 20 | $ 53 |
Lease Agreement - Additional in
Lease Agreement - Additional information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Lease Agreement | |||
Cash paid for amounts included in the measurement of lease liabilities, Operating cash flows under operating leases | $ 23 | $ 52 | |
Weighted-average remaining lease term, Operating leases | 5 years 29 days | 5 years 3 months 29 days | |
Weighted-average discount rate, Operating leases | 8.50% | 8.50% |
Long-Term Debt - Agreement (Det
Long-Term Debt - Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 15, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Long-term debt | |||
Current portion of long-term debt | $ 6,144 | $ 5,543 | |
Long-term debt | 114,528 | $ 118,518 | |
Cash paid for interest | 3,780 | ||
Principal repayment | $ 3,616 | ||
Common Stock Warrants, Exercise price of $35.00 per share | |||
Long-term debt | |||
Exercise price of warrants (in dollars per share) | $ 35 | $ 35 | |
Common Stock Warrants, Exercise price of $42.50 per share | |||
Long-term debt | |||
Exercise price of warrants (in dollars per share) | 42.50 | 42.50 | |
Common Stock Warrants, Exercise price of $50.00 per share | |||
Long-term debt | |||
Exercise price of warrants (in dollars per share) | $ 50 | $ 50 | |
Blue Owl Loan Agreement | |||
Long-term debt | |||
Maximum borrowing capacity | $ 140,000 | ||
Interest rate (as a percent) | 9.875% | ||
Security interest as a percentage of equity of wholly owned subsidiary | 100% | ||
Blue Owl Loan Agreement | Common Stock Warrants, Issued December 2023 | |||
Long-term debt | |||
Fair value of warrants | $ 1,500 | ||
Blue Owl Loan Agreement | Common Stock Warrants, Exercise price of $35.00 per share | |||
Long-term debt | |||
Warrants to purchase shares of common stock | 40,000 | ||
Exercise price of warrants (in dollars per share) | $ 35 | ||
Blue Owl Loan Agreement | Common Stock Warrants, Exercise price of $42.50 per share | |||
Long-term debt | |||
Warrants to purchase shares of common stock | 40,000 | ||
Exercise price of warrants (in dollars per share) | $ 42.50 | ||
Blue Owl Loan Agreement | Common Stock Warrants, Exercise price of $50.00 per share | |||
Long-term debt | |||
Warrants to purchase shares of common stock | 40,000 | ||
Exercise price of warrants (in dollars per share) | $ 50 | ||
Blue Owl Loan Agreement, Initial term loan | |||
Long-term debt | |||
Maximum borrowing capacity | $ 130,000 | ||
Aggregate principal amount | 130,000 | ||
Proceeds from issuance of long-term debt, net | 119,600 | ||
Fees and lender expenses | 4,100 | ||
Amount deposited into reserve accounts to pay interest, administrative fees and operating expenses | 6,300 | ||
Debt issuance costs | 600 | $ 600 | |
Gross principal | 130,000 | $ 126,384 | $ 130,000 |
Effective interest rate (as a percent) | 11.05% | 11.01% | |
Debt discount costs | 5,300 | $ 5,100 | |
Debt discount, allocated fees and lender expenses | 3,800 | ||
Current portion of long-term debt | 6,144 | $ 5,500 | |
Long-term debt | 114,528 | 118,500 | |
Interest expense | 3,551 | $ 600 | |
Semi-annual payment, principal and interest | 7,400 | ||
Cash paid for interest | 3,800 | ||
Principal repayment | 3,616 | ||
Blue Owl Loan Agreement, Initial term loan | Common Stock Warrants, Issued December 2023 | |||
Long-term debt | |||
Fair value of warrants | 1,500 | ||
Blue Owl Loan Agreement, Delayed draw term loan | |||
Long-term debt | |||
Maximum borrowing capacity | 10,000 | ||
Proceeds from issuance of long-term debt | $ 0 | ||
Allocated costs for the term loan commitment | $ 300 |
Long-Term Debt - Balance (Detai
Long-Term Debt - Balance (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 15, 2023 | |
Long-term debt | |||
Principal repayments | $ (3,616) | ||
Less: current portion of long-term debt | (6,144) | $ (5,543) | |
Long-term debt | 114,528 | 118,518 | |
Blue Owl Loan Agreement, Initial term loan | |||
Long-term debt | |||
Gross principal | 126,384 | 130,000 | $ 130,000 |
Principal repayments | (3,616) | ||
Unaccreted debt discount and debt issuance costs | (5,712) | ||
Total carrying value net of principal repayments, unaccreted debt discount and debt issuance costs | 120,672 | 124,000 | |
Less: current portion of long-term debt | (6,144) | (5,500) | |
Long-term debt | $ 114,528 | $ 118,500 |
Long-Term Debt - Aggregate proj
Long-Term Debt - Aggregate projected future principal and discounts (Details) - Blue Owl Loan Agreement, Initial term loan - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 15, 2023 |
Long-term debt | |||
2024 (excluding the three months ended March 31, 2024) | $ 3,588 | ||
2025 | 10,246 | ||
2026 | 15,404 | ||
2027 | 19,609 | ||
2028 | 23,585 | ||
Thereafter | 53,952 | ||
Total payments | $ 126,384 | $ 130,000 | $ 130,000 |
Long-Term Debt - Interest expen
Long-Term Debt - Interest expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Long-term debt | ||
Accretion of debt discount and debt issuance costs | $ 306 | |
Blue Owl Loan Agreement, Initial term loan | ||
Long-term debt | ||
Accrued interest expense | 3,245 | |
Accretion of debt discount and debt issuance costs | 306 | |
Total interest expense | $ 3,551 | $ 600 |
Common Stock Warrants - Summary
Common Stock Warrants - Summary of Common Stock Warrants Outstanding (Details) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Warrants | ||
Warrant outstanding (in shares) | 131,177 | 131,177 |
Common Stock Warrants, 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 Warrants, Issued March 2019 | ||
Warrants | ||
Exercise price of warrants (in dollars per share) | $ 14.71 | $ 14.71 |
Warrant outstanding (in shares) | 4,845 | 4,845 |
Common Stock Warrants, Exercise price of $35.00 per share | ||
Warrants | ||
Exercise price of warrants (in dollars per share) | $ 35 | $ 35 |
Warrant outstanding (in shares) | 40,000 | 40,000 |
Common Stock Warrants, Exercise price of $42.50 per share | ||
Warrants | ||
Exercise price of warrants (in dollars per share) | $ 42.50 | $ 42.50 |
Warrant outstanding (in shares) | 40,000 | 40,000 |
Common Stock Warrants, Exercise price of $50.00 per share | ||
Warrants | ||
Exercise price of warrants (in dollars per share) | $ 50 | $ 50 |
Warrant outstanding (in shares) | 40,000 | 40,000 |
Commitments and Contingencies -
Commitments and Contingencies - Collaborative Agreements, Royalties and Milestone Payments (Details) $ in Millions | Mar. 31, 2024 USD ($) product |
Commitments and contingencies | |
Estimate of milestone payments | $ | $ 6.3 |
Assumed number of products per contract | product | 1 |
Commitments and Contingencies_2
Commitments and Contingencies - Contingent Consideration (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||||||
Jan. 11, 2024 | Jun. 21, 2023 | Mar. 29, 2023 | Oct. 06, 2021 | Jan. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Commitments And Contingencies | |||||||||
Contingent consideration under RPAs, AAAs and CPPAs | $ 3,000,000 | $ 7,000,000 | |||||||
Payments of consideration under RPAs, AAAs and CPPAs | 15,000,000 | $ 9,600,000 | |||||||
Short-term royalty and commercial payment receivables | 9,819,000 | 14,215,000 | |||||||
Long-term royalty and commercial payment receivables | 65,577,000 | 57,952,000 | |||||||
Assignment and Assumption Agreement and Royalty Purchase Agreement | LadRx | |||||||||
Commitments And Contingencies | |||||||||
Payments of consideration under RPAs, AAAs and CPPAs | $ 1,000,000 | $ 5,000,000 | $ 1,000,000 | 1,000,000 | |||||
Assignment and Assumption Agreement and Royalty Purchase Agreement | LadRx | Regulatory milestones | |||||||||
Commitments And Contingencies | |||||||||
Contingent consideration under RPAs, AAAs and CPPAs | $ 1,000,000 | 0 | 1,000,000 | ||||||
Commercial Payment Purchase Agreement | Aptevo | |||||||||
Commitments And Contingencies | |||||||||
Contingent consideration under RPAs, AAAs and CPPAs | $ 50,000 | ||||||||
Payments of consideration under RPAs, AAAs and CPPAs | $ 9,600,000 | $ 50,000 | |||||||
Short-term royalty and commercial payment receivables | 2,000,000 | ||||||||
Commercial Payment Purchase Agreement | Affitech | |||||||||
Commitments And Contingencies | |||||||||
Payments of consideration under RPAs, AAAs and CPPAs | $ 6,000,000 | 6,000,000 | |||||||
Short-term royalty and commercial payment receivables | 7,800,000 | 12,200,000 | |||||||
Commercial Payment Purchase Agreement | Affitech | Regulatory milestones | |||||||||
Commitments And Contingencies | |||||||||
Contingent consideration under RPAs, AAAs and CPPAs | $ 8,000,000 | ||||||||
Commercial Payment Purchase Agreement | Affitech | Sales-based milestones, first and second | |||||||||
Commitments And Contingencies | |||||||||
Contingent consideration under RPAs, AAAs and CPPAs | 0 | 6,000,000 | |||||||
Long-term royalty and commercial payment receivables | $ 6,000,000 | ||||||||
Commercial Payment Purchase Agreement | Affitech | Sales-based milestones, third | |||||||||
Commitments And Contingencies | |||||||||
Contingent consideration under RPAs, AAAs and CPPAs | 3,000,000 | ||||||||
Short-term royalty and commercial payment receivables | $ 3,000,000 |
Stock Based Compensation - ESPP
Stock Based Compensation - ESPP (Details) | 3 Months Ended |
Mar. 31, 2024 | |
2015 ESPP | |
Share-based compensation | |
Purchase price of common stock under plan (as a percent) | 85% |
Stock Based Compensation - 2010
Stock Based Compensation - 2010 Plan Stock Options (Details) - 2010 Plan | 3 Months Ended |
Mar. 31, 2024 shares | |
Share-based compensation | |
Number of shares, Granted | 0 |
Employee Stock Option | |
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 |
Employee Stock Option | Employees | |
Share-based compensation | |
Vesting period | 3 years |
Employee Stock Option | Directors | |
Share-based compensation | |
Vesting period | 1 year |
Stock Based Compensation - Stoc
Stock Based Compensation - Stock Option Inducement Awards (Details) | 3 Months Ended | ||
Jan. 03, 2023 item $ / shares | Mar. 31, 2024 shares | Mar. 31, 2023 $ / shares | |
Stock Option Inducement Awards | |||
Share-based compensation | |||
Stock price (in dollars per share) | $ 18.66 | ||
Number of shares, Granted | shares | 0 | ||
Stock Option Inducement Awards | Executive Chairman of the Board and Interim CEO, Owen Hughes | |||
Share-based compensation | |||
Number of award grants | item | 2 | ||
Stock Option Inducement Awards | Chief Investment Officer, Bradley Sitko | |||
Share-based compensation | |||
Number of award grants | item | 2 | ||
Stock Option Inducement Award, Exercise price of $18.66 per share | |||
Share-based compensation | |||
Exercise price (in dollars per share) | $ 18.66 | ||
Weighted-average grant-date fair value (in dollars per share) | 11.91 | ||
Stock Option Inducement Award, Exercise price of $30.00 per share | |||
Share-based compensation | |||
Exercise price (in dollars per share) | 30 | ||
Weighted-average grant-date fair value (in dollars per share) | $ 14.68 |
Stock Based Compensation - St_2
Stock Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Share-based compensation | |||
Number of shares, Outstanding at beginning of period | 2,730,068 | ||
Number of shares, Exercised | (134,959) | 0 | |
Number of shares, Forfeited, expired or cancelled | (26,014) | ||
Number of shares, Outstanding at end of period | 2,569,095 | 2,730,068 | |
Number of shares, Exercisable at end of period | 2,009,056 | ||
Weighted Average Exercise Price Per Share, Outstanding at beginning of period | $ 20.88 | ||
Weighted Average Exercise Price Per Share, Exercised | 4.61 | ||
Weighted Average Exercise Price Per Share, Forfeited, expired or cancelled | 178.20 | ||
Weighted Average Exercise Price Per Share, Outstanding at end of period | 20.15 | $ 20.88 | |
Weighted Average Exercise Price Per Share, Exercisable at end of period | $ 19.12 | ||
Weighted Average Contractual Remaining Term, Outstanding | 6 years 3 months 7 days | 6 years 3 months 14 days | |
Weighted Average Contractual Remaining Term, Exercisable | 5 years 7 months 6 days | ||
Aggregate Intrinsic Value, Outstanding | $ 17,723 | $ 10,638 | |
Aggregate Intrinsic Value, Exercisable | 16,131 | ||
Options exercised, aggregate intrinsic value | 2,500 | ||
Employee Stock Option | |||
Share-based compensation | |||
Stock-based compensation expense | 1,100 | ||
Unrecognized compensation expense related to stock options (in dollars) | $ 7,000 | ||
Weighted average period over which unrecognized compensation expense is expected to be recognized | 2 years 4 months 24 days |
Stock Based Compensation - Perf
Stock Based Compensation - Performance Stock Unit Awards (Details) - Performance Stock Unit Awards | 1 Months Ended | 3 Months Ended | ||
Jan. 31, 2024 shares | Oct. 31, 2023 shares | May 31, 2023 item D shares | Mar. 31, 2024 shares | |
Performance Stock Unit Awards | ||||
Granted (in shares) | 18,200 | 430,400 | 275,000 | |
Number of hurdles | item | 4 | |||
Vesting period | 3 years | |||
Number of consecutive calendar days used to calculate volume-weighted average stock price | D | 30 | |||
CEO, Owen Hughes | ||||
Performance Stock Unit Awards | ||||
Granted (in shares) | 275,000 | |||
Share-Based Payment Arrangement, Tranche One | ||||
Performance Stock Unit Awards | ||||
Vesting (as a percent) | 33.30% | |||
Share-Based Payment Arrangement, Tranche Two | ||||
Performance Stock Unit Awards | ||||
Vesting period | 2 years | |||
Vesting (as a percent) | 33.30% | |||
Share-Based Payment Arrangement, Tranche Three | ||||
Performance Stock Unit Awards | ||||
Vesting period | 3 years | |||
Vesting (as a percent) | 33.30% |
Stock Based Compensation - Pe_2
Stock Based Compensation - Performance Stock Unit Awards Fair Value (Details) - Performance Stock Unit Awards - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | |
Oct. 31, 2023 | May 31, 2023 | Mar. 31, 2024 | |
Share-based compensation | |||
Number of PSUs (in shares) | 18,200 | 430,400 | 275,000 |
Aggregate amount of cost to be recognized | $ 11.7 | ||
Award dates from May 2023 to October 2023 | |||
Share-based compensation | |||
Number of PSUs (in shares) | 448,600 | ||
Award dates in January 2024 | |||
Share-based compensation | |||
Number of PSUs (in shares) | 275,000 | ||
Hurdle Price Per PSU - $30.00 | Award dates from May 2023 to October 2023 | |||
Share-based compensation | |||
Price per share (in dollars per share) | $ 30 | ||
Number of PSUs (in shares) | 243,550 | ||
Hurdle Price Per PSU - $30.00 | Award dates from May 2023 to October 2023 | Minimum | |||
Share-based compensation | |||
Fair Value Per Share (in dollars per share) | $ 11.42 | ||
Derived Service Period | 8 months 8 days | ||
Hurdle Price Per PSU - $30.00 | Award dates from May 2023 to October 2023 | Maximum | |||
Share-based compensation | |||
Fair Value Per Share (in dollars per share) | $ 17.45 | ||
Derived Service Period | 2 years 7 months 2 days | ||
Hurdle Price Per PSU - $30.00 | Award dates in January 2024 | |||
Share-based compensation | |||
Price per share (in dollars per share) | $ 30 | ||
Number of PSUs (in shares) | 160,078 | ||
Fair Value Per Share (in dollars per share) | $ 18.42 | ||
Derived Service Period | 8 months 26 days | ||
Hurdle Price Per PSU - $35.00 | Award dates from May 2023 to October 2023 | |||
Share-based compensation | |||
Price per share (in dollars per share) | $ 35 | ||
Number of PSUs (in shares) | 91,239 | ||
Hurdle Price Per PSU - $35.00 | Award dates from May 2023 to October 2023 | Minimum | |||
Share-based compensation | |||
Fair Value Per Share (in dollars per share) | $ 10.16 | ||
Derived Service Period | 11 months 4 days | ||
Hurdle Price Per PSU - $35.00 | Award dates from May 2023 to October 2023 | Maximum | |||
Share-based compensation | |||
Fair Value Per Share (in dollars per share) | $ 16.07 | ||
Derived Service Period | 2 years 7 months 2 days | ||
Hurdle Price Per PSU - $35.00 | Award dates in January 2024 | |||
Share-based compensation | |||
Price per share (in dollars per share) | $ 35 | ||
Number of PSUs (in shares) | 53,350 | ||
Fair Value Per Share (in dollars per share) | $ 17.24 | ||
Derived Service Period | 11 months 15 days | ||
Hurdle Price Per PSU - $40.00 | Award dates from May 2023 to October 2023 | |||
Share-based compensation | |||
Price per share (in dollars per share) | $ 40 | ||
Number of PSUs (in shares) | 60,024 | ||
Hurdle Price Per PSU - $40.00 | Award dates from May 2023 to October 2023 | Minimum | |||
Share-based compensation | |||
Fair Value Per Share (in dollars per share) | $ 9.07 | ||
Derived Service Period | 1 year 1 month 13 days | ||
Hurdle Price Per PSU - $40.00 | Award dates from May 2023 to October 2023 | Maximum | |||
Share-based compensation | |||
Fair Value Per Share (in dollars per share) | $ 14.84 | ||
Derived Service Period | 2 years 7 months 2 days | ||
Hurdle Price Per PSU - $40.00 | Award dates in January 2024 | |||
Share-based compensation | |||
Price per share (in dollars per share) | $ 40 | ||
Number of PSUs (in shares) | 32,835 | ||
Fair Value Per Share (in dollars per share) | $ 16.14 | ||
Derived Service Period | 1 year 1 month 24 days | ||
Hurdle Price Per PSU - $45.00 | Award dates from May 2023 to October 2023 | |||
Share-based compensation | |||
Price per share (in dollars per share) | $ 45 | ||
Number of PSUs (in shares) | 53,787 | ||
Hurdle Price Per PSU - $45.00 | Award dates from May 2023 to October 2023 | Minimum | |||
Share-based compensation | |||
Fair Value Per Share (in dollars per share) | $ 8.12 | ||
Derived Service Period | 1 year 3 months 7 days | ||
Hurdle Price Per PSU - $45.00 | Award dates from May 2023 to October 2023 | Maximum | |||
Share-based compensation | |||
Fair Value Per Share (in dollars per share) | $ 13.72 | ||
Derived Service Period | 2 years 7 months 2 days | ||
Hurdle Price Per PSU - $45.00 | Award dates in January 2024 | |||
Share-based compensation | |||
Price per share (in dollars per share) | $ 45 | ||
Number of PSUs (in shares) | 28,737 | ||
Fair Value Per Share (in dollars per share) | $ 15.13 | ||
Derived Service Period | 1 year 3 months 21 days |
Stock Based Compensation - Pe_3
Stock Based Compensation - Performance Stock Unit Awards Activity (Details) - Performance Stock Unit Awards - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | ||
Oct. 31, 2023 | May 31, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Number of Unvested PSUs | ||||
Number of shares, Outstanding at beginning of period | 448,600 | |||
Granted (in shares) | 18,200 | 430,400 | 275,000 | |
Number of shares, Outstanding at end of period | 723,600 | |||
Weighted Average Grant Date Fair Value Per Share | ||||
Granted (in dollars per share) | $ 17.58 | |||
Balance (in dollars per share) | $ 16.23 | $ 15.40 | ||
Weighted Average Exercise Price Per Share | ||||
Stock-based compensation expense | $ 1.8 | |||
Stock-based compensation expense, not yet recognized | $ 7.1 | |||
Weighted average period over which unrecognized compensation expense is expected to be recognized | 1 year 1 month 17 days |
Stock Based Compensation - St_3
Stock Based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
General and administrative | ||
Share-based compensation expense | ||
Stock-based compensation expense | $ 2,856 | $ 1,570 |
Capital Stock - Dividends (Deta
Capital Stock - Dividends (Details) - $ / shares | Apr. 15, 2024 | Feb. 21, 2024 | Jan. 15, 2024 | Oct. 18, 2023 |
8.625% Series A Cumulative, Perpetual Preferred Stock | ||||
Dividends | ||||
Cash dividend declared (in dollars per share) | $ 0.53906 | $ 0.53906 | ||
Cash dividend paid (in dollars per share) | $ 0.53906 | |||
8.375% Series B Cumulative, Perpetual Preferred Stock | ||||
Dividends | ||||
Cash dividend declared (in dollars per share) | $ 0.52344 | $ 0.52344 | ||
Cash dividend paid (in dollars per share) | $ 0.52344 | |||
Subsequent Event | 8.625% Series A Cumulative, Perpetual Preferred Stock | ||||
Dividends | ||||
Cash dividend paid (in dollars per share) | $ 0.53906 | |||
Subsequent Event | 8.375% Series B Cumulative, Perpetual Preferred Stock | ||||
Dividends | ||||
Cash dividend paid (in dollars per share) | $ 0.52344 |
Capital Stock - BVF Ownership (
Capital Stock - BVF Ownership (Details) - BVF - Xoma Corporation - Common Stock | Mar. 31, 2024 |
Sale of stock | |
Ownership interest (as a percent) | 31.20% |
Ownership interest, if shares are converted (as a percent) | 51.90% |
Capital Stock - ATM Agreements
Capital Stock - ATM Agreements (Details) - USD ($) $ in Millions | 32 Months Ended | 63 Months Ended | |||
Aug. 05, 2021 | Mar. 10, 2021 | Dec. 18, 2018 | Mar. 31, 2024 | Mar. 31, 2024 | |
2018 Common Stock ATM Agreement | Common Stock | |||||
Sale of stock | |||||
Maximum amount of shares to be issued | $ 50 | $ 30 | |||
Shares issued (in shares) | 0 | ||||
2018 Common Stock ATM Agreement | Common Stock | Maximum | |||||
Sale of stock | |||||
Sales commission paid per transaction (as a percent) | 3% | ||||
2021 ATM Agreement | Series B Depositary Shares | |||||
Sale of stock | |||||
Maximum amount of shares to be issued | $ 50 | ||||
Shares issued (in shares) | 0 | ||||
2021 ATM Agreement | Series B Depositary Shares | Maximum | |||||
Sale of stock | |||||
Sales commission paid per transaction, preferred stock (as a percent) | 3% |
Capital Stock - Stock Repurchas
Capital Stock - Stock Repurchase Program (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Jan. 02, 2024 | |
Capital Stock | ||
Stock repurchase program amount authorized | $ 50,000 | |
Repurchase of common stock (in shares) | 660 | |
Repurchase of common stock | $ 13 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Taxes | ||
Federal income tax provision | $ 0 | $ 0 |
Unrecognized tax benefits | 5.9 | |
Unrecognized tax benefits that would impact effective tax rate | 0 | |
Unrecognized tax benefits expected to change significantly over the next twelve months | 0 | |
Accrued interest or penalties related to uncertain tax positions | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |||||||
Apr. 29, 2024 USD ($) | Apr. 23, 2024 USD ($) | Apr. 03, 2024 Right $ / shares | Feb. 27, 2024 USD ($) | Oct. 30, 2023 USD ($) | Mar. 22, 2021 USD ($) | Apr. 30, 2024 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | |
Subsequent Event | |||||||||
Payments of consideration under RPAs, AAAs and CPPAs | $ 15,000 | $ 9,600 | |||||||
Revenue from contracts with customers | 1,000 | ||||||||
Kinnate | Exarafenib and related IP | Disposed of by Sale, Not Discontinued Operations | |||||||||
Subsequent Event | |||||||||
Cash consideration received | $ 500 | ||||||||
Contingent consideration to be received upon achievement of specified milestones | $ 30,500 | ||||||||
Viracta | Royalty Purchase Agreement | |||||||||
Subsequent Event | |||||||||
Amount of milestone payments earned under agreement | $ 5,000 | ||||||||
Payments of consideration under RPAs, AAAs and CPPAs | $ 13,500 | ||||||||
Rezolute | License Agreement | |||||||||
Subsequent Event | |||||||||
Revenue from contracts with customers | $ 0 | $ 0 | |||||||
Subsequent Event | CVR Agreement | Exarafenib and related IP | |||||||||
Subsequent Event | |||||||||
Percentage of further net proceeds from transaction | 100% | ||||||||
Percentage of net proceeds from any license or other disposition | 85% | ||||||||
Subsequent Event | Viracta | Royalty Purchase Agreement | |||||||||
Subsequent Event | |||||||||
Amount of milestone payments earned under agreement | $ 9,000 | ||||||||
Subsequent Event | Dare | Royalty Purchase Agreement | |||||||||
Subsequent Event | |||||||||
Payments of consideration under RPAs, AAAs and CPPAs | $ 22,000 | ||||||||
Percentage of remaining royalties | 100% | ||||||||
Subsequent Event | Dare | Royalty Purchase Agreement | OVAPRENE and Sildenafil Cream | Upon achievement of a pre-specified return threshold | |||||||||
Subsequent Event | |||||||||
Percentage of royalty which will decrease | 3.60% | ||||||||
Subsequent Event | Dare | Royalty Purchase Agreement | OVAPRENE | |||||||||
Subsequent Event | |||||||||
Royalties entity has right to receive (as a percent) | 4% | ||||||||
Subsequent Event | Dare | Royalty Purchase Agreement | OVAPRENE | Upon achievement of a pre-specified return threshold | |||||||||
Subsequent Event | |||||||||
Royalties entity has right to receive (as a percent) | 2.50% | ||||||||
Subsequent Event | Dare | Royalty Purchase Agreement | Sildenafil Cream | |||||||||
Subsequent Event | |||||||||
Royalties entity has right to receive (as a percent) | 2% | ||||||||
Subsequent Event | Dare | Royalty Purchase Agreement | Sildenafil Cream | Upon achievement of a pre-specified return threshold | |||||||||
Subsequent Event | |||||||||
Royalties entity has right to receive (as a percent) | 1.25% | ||||||||
Subsequent Event | Rezolute | License Agreement | |||||||||
Subsequent Event | |||||||||
Revenue from contracts with customers | $ 5,000 | ||||||||
Subsequent Event | Kinnate | |||||||||
Subsequent Event | |||||||||
Cash amount of consideration per outstanding share (in dollars per share) | $ / shares | $ 2.5879 | ||||||||
Number of non-transferable contingent value rights for each acquiree share | Right | 1 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (8,595) | $ (9,813) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |